REG - Bunzl PLC - Half-year Report
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RNS Number : 5134W Bunzl PLC 26 August 2025
26 August 2025
FINANCIAL REPORT FOR SIX MONTHS ENDED 30 JUNE 2025
Profit in-line with expectations; operational performance improvement on track
Bunzl plc, the specialist international distribution and services Group, today
publishes its financial report for the six months ended 30 June 2025.
Growth
Growth as at constant
Financial results H1 25 H1 24 reported exchange*
Revenue £5,759.6m £5,711.5m 0.8% 4.2%
Adjusted operating profit* £404.5m £455.5m (11.2)% (7.6)%
Adjusted profit before income tax* £345.6m £408.7m (15.4)% (11.7)%
Adjusted earnings per share* 77.8p 90.8p (14.3)% (10.6)%
Interim dividend 20.2p 20.1p 0.5%
Statutory results
Operating profit £300.5m £349.6m (14.0)%
Profit before income tax £250.1m £279.4m (10.5)%
Basic earnings per share 55.6p 59.2p (6.1)%
Highlights include:
· Revenue increased by 4.2% at constant exchange rates*; with underlying
revenue* broadly stable over the period in a challenging operating environment
· Operating margin* declined from 8.0% to 7.0%, driven by specific large
businesses in North America and Continental Europe; adjusted operating profit*
declined 7.6% at constant exchange rates; reported operating profit declined
14.0%
· Good progress being made with actions taken to improve operational performance
in North America and Continental Europe. 2025 outlook reiterated; expect these
actions to drive an improved performance in the second half and support a
moderated year-on-year operating margin decline compared to the first half
· Five acquisitions announced August year to date, including Quindesur and
Guantes Internacionales, S.A. de C.V. ("Gisa") announced today, with c.£120
million committed spend; pipeline remains active
· Adjusted net debt to EBITDA* of 1.9x; leverage expected to be toward the lower
end of our target range of 2.0 to 2.5 times at the end of the year, after
potential acquisition spend and a completed 2025 share buyback programme
· Buyback resumed with the intention of completing the remaining £86 million of
our previously announced £200 million 2025 share buyback programme in the
second half of the year; £114 million of the buyback was completed in the
first half
· Interim dividend per share grew by 0.5%; committed to sustainable annual
growth; expected dividend cover in 2025 of approximately 2.4 times
Commenting on today's results, Frank van Zanten, Chief Executive Officer of
Bunzl, said:
"We remain strongly focused on improving performance across the business.
Actions taken in our largest business in North America have re-energised the
team and we are seeing early positive indicators of success, with the profit
momentum seen through the first half in-line with our expectations. This is a
market-leading business, and while the benefits of some actions are not
expected to drive improvements until well into 2026, we are focused on
creating a stronger platform for its long-term profitable growth. In
Continental Europe, the operating environment remains challenging, and our
French business has been particularly impacted by ongoing deflation and a weak
market, but we have seen improved performance in Benelux.
We also welcome two new businesses to Bunzl; Gisa, a leading PPE distributor
in Mexico, and Quindesur, a foodservice distributor with a strong presence in
Southern Spain. Our acquisition pipeline remains active, and we see
significant opportunity for continued expansion.
We are reiterating our Group outlook for 2025 and expectations for an improved
performance in the second half, driven by the actions taken. Notwithstanding a
challenging first half for Bunzl, and the ongoing uncertain macro economic
backdrop, our teams are very focussed on improving performance, and I remain
confident in Bunzl's underlying resilience and strong business model, and its
ability to deliver consistent compounding growth in the medium-term."
* Alternative performance measure (see Note 2)
Strategic progress:
· North America actions, focused on improving execution in our largest business
in the region, have included leadership changes, cost saving actions,
re-balanced decision-making between central and local teams, improved branded
supplier engagement, and further own brand launches; early indicators are
positive and in-line with expectations
· Continental Europe has an enhanced focus on reducing costs, to offset
inflation, and is focused on pipeline management. Net business wins are
expected in the second half of the year, and procurement opportunities are
being pursued
· We continue to drive operating efficiencies with 16 warehouse consolidations
and relocations, alongside continued investments into digital solutions and
automation
· Five acquisitions announced August year-to-date, inclusive of our entry into
Healthcare in Chile, with a total committed spend of c.£120 million
· Processed 75% of orders digitally, compared to 73% in the first half of 2024,
supporting customer stickiness and increasing low touch customer ordering
· Own brand c.30% of Group revenue compared to c.28% over 2024, supported by the
acquisition of Nisbets; own brands continue to complement the depth of our
third-party supplier relationships
Business area highlights:
Revenue (£m) Growth at constant exchange(*) Underlying revenue growth(*) Operating profit* (£m) Growth at constant exchange* Operating margin*
H1 25 H1 24
H1 25 H1 24 H1 25 H1 24
North America 3,062.8 3,234.8 (2.3)% (1.2)% 197.0 239.1 (14.7)% 6.4% 7.4%
Continental Europe 1,186.4 1,186.9 2.3% (0.4)% 94.4 106.7 (9.9)% 8.0% 9.0%
UK & Ireland 904.2 689.1 31.5% 0.3% 59.9 52.6 14.1% 6.6% 7.6%
Rest of the World 606.2 600.7 11.5% 5.6% 70.3 73.0 7.7% 11.6% 12.2%
· North America: Adjusted operating profit decline driven by execution
challenges in our largest business, that primarily services foodservice and
grocery customers, in a challenging macro economic environment. Actions taken
to improve performance in the second half of the year have progressed to plan,
with early indicators being positive and in-line with expectations. Excluding
the largest business, North America adjusted operating profit was more stable,
albeit still impacted by the uncertain environment
· Continental Europe: Broadly stable underlying revenue in a challenging market.
Adjusted operating profit particularly impacted by: performance in France,
where ongoing deflation, reflective of post Covid-19 pricing normalisation in
cleaning & hygiene businesses, and a weak economy has continued to be
compounded by operating cost inflation and a relatively high cost to serve
operating model; and revenue decline in certain online businesses. Benelux
trading has improved compared to the second half of 2024; Spain has been
resilient, following a good performance in the prior year
· UK & Ireland: The acquisition of Nisbets in May 2024 has driven total
revenue growth. Nisbets has seen good sales momentum, despite a more
challenging trading environment, however profitability was impacted by product
mix, driven by demand shifts in the current trading environment, and slower
than anticipated progress on maximising warehouse automation; existing
foodservice businesses performed well over the period. The UK & Ireland
operating margin decline has been driven by the dilutive impact of
consolidating Nisbets, reflective of it tending to have a seasonably lower
margin in the first half of the year compared to the second half and given its
profit performance over the period. Furthermore, our operating margin in our
cleaning & hygiene business was impacted by continued selling-price
deflation. Very good progress made on synergy projects with Nisbets; will
largely benefit from the second half
· Rest of the World: Underlying revenue growth driven by strong inflation
support in Latin America and moderate volume growth in Asia Pacific. Trading
in Brazil became more challenging in the second quarter, with challenges to
passing through all currency-related cost increases to customers in a
weakening market impacting operating margin. Good performance in Asia Pacific
healthcare. Business area operating margin remained strong despite a small
decline, driven by Latin America
Outlook
Guidance for 2025 reiterated:
· The Group expects moderate revenue growth in 2025, at constant exchange rates,
driven by announced acquisitions and broadly flat underlying revenue
· Group operating margin for the year is expected to be moderately below 8.0%,
compared to 8.3% in 2024
· Moderation of year-on-year operating margin decline in the second half,
compared to the first half, expected to be driven by: the benefit of actions
taken in North America and Continental Europe to improve performance; easier
comparatives in Continental Europe; and Nisbets synergy benefits. The Group's
second half operating margin is seasonally higher
· Other guidance items: 1) net adjusted finance expense* in 2025 to be c.£120
million; full year effective tax rate will be around 26.0%
* Alternative performance measure (see Note 2)
Enquiries:
Bunzl plc Teneo
Frank van Zanten, Chief Executive Officer Martin Robinson
Richard Howes, Chief Financial Officer Kate Somerville
Sunita Entwisle, Head of Investor Relations and Communications Tel: +44 (0)20 7353 4200
Tel: +44 (0)20 7725 5000
Note: A live webcast of today's presentation to analysts will be available on
www.bunzl.com, commencing at 9.30 am.
2025 HALF YEAR RESULTS
Overview
Alongside a macro economic backdrop which remains uncertain, Bunzl has had a
challenging first half of 2025. Whilst underlying revenue was broadly flat
over the period and deflation eased compared to 2024, our operating margin
declined from 8.0% in the first half of 2024 to 7.0% in the first half of
2025, driven by specific large businesses within North America and Continental
Europe. In North America, this decline has been driven by execution issues
within our largest operating business, related to a new organisational model,
alongside a challenging macro economic backdrop. In Continental Europe, profit
declines in France and certain other businesses have more than offset better
performance in other businesses. Actions have been taken in both business
areas to improve performance, which drives our second half guidance that
anticipates an easing of year-on-year adjusted operating profit decline.
Trading in July has been consistent with our expectations for the second half.
While we have seen operating profit decline over the first half of the year,
Bunzl's operating profit over the period remains broadly in-line with the
profit achieved in the first half of 2023, and c.40% higher than achieved in
the first half of 2019, both at constant exchange rates. Although, actions to
improve performance in North America's largest operating business are expected
to extend well into 2026, we remain confident on building further on Bunzl's
historic success. We have great confidence that the entrepreneurialism and
agility of our people, supported by the diversification of our portfolio, and
the underlying resilient nature of the Group, will continue to deliver long
term growth and shareholder value.
The Group has announced five acquisitions August year-to-date, inclusive of
our expansion into the Chilean Healthcare market, and our pipeline remains
active. We continue to see significant opportunities for continued acquisition
growth in our existing markets, as well as potential to expand into new
markets.
The Group ended the period with an adjusted net debt to EBITDA of 1.9 times,
which is around the lower end of our target leverage range (2.0 times to 2.5
times). We expect Bunzl's leverage at the end of the year to be towards 2.0
times, after potential further acquisition spend and completion of our
previously announced buyback. We believe this is an appropriate leverage
level, given the macro economic uncertainty, and would be around the level
achieved in 2019, having fallen to a low of 1.2 times in 2022 and 2023.
North America update
In North America, financial performance has been impacted by execution
challenges specific to our largest business, which primarily services
foodservice and grocery customers, with the uncertain macro economic
environment and its impact on end customers in the foodservice sector
amplifying these issues.
This business, Bunzl North America Distribution ("Distribution"), is an
established business, with market-leading positions in its chosen markets. The
business benefits from its national scale and good infrastructure, as well as
the strength and depth of its supply chain, efficient operations and high
service levels. The business has delivered good growth in recent years and,
supported by a strong focus on inventory management, has generated an
attractive return on average operating capital. The business has continued to
enhance its capabilities over the years, and more recently identified an
opportunity to improve the service it provides its national customers by
moving from a locally-focused branch model, run by multiple general managers,
to a sales and operations model. This would also allow our local teams to
focus on business development. In addition, the business identified an
opportunity to develop its own brand offering to complement its already very
strong third-party supplier partnerships.
The Distribution business has made substantial investments to execute this
operating model change and has done so alongside a more challenging macro
economic environment, and in particular, a pressured foodservice end market.
While these changes have delivered some good results, particularly with
regards to enhancing the business' own brand offering and improving
consistency and clarity of our service to national customers, other changes in
2024 have not been executed as expected. Primarily, we have been impacted by a
loss of speed and agility servicing local customers, largely foodservice
redistributors, given greater centralisation of processes. Distribution has
seen wallet share loss within its foodservice customer base, and also saw some
reduced engagement with third party suppliers, as a result of the focus on own
brand investment. While some of these challenges were already evident prior to
the start of the year, the first half of 2025 saw these challenges more than
offset the benefits. As a result, we have seen slower than anticipated volume
improvement and own brand growth in the first half of the year, against
continued deflation, and lost a higher margin category, related to a programme
that is no longer available in an ongoing customer's stores, without any
offsetting large wins. This, combined with higher operational costs,
reflective of investments made recently, higher inventory-related costs and
operating cost inflation, has driven a significant decline in adjusted
operating profit.
We have taken a series of decisive actions to improve performance. These
include: leadership changes to support the re-energising of our local
foodservice teams; cost actions which have taken effect from the second
quarter; a re-empowerment of our local teams through greater control on
pricing and inventory management; and, further own brand launches alongside an
increased focus on preferred supplier engagement to reinforce that own brand
products are complementary to our extensive range of third-party products. The
early indicators following these actions are positive and in-line with our
expectations. Our teams are fully energised, inventory levels are normalising,
we have reshaped our cost structure, own brand launches in Q2 have seen good
demand, and we are positive about business wins in the second half of the
year. Furthermore, service levels are normalising despite some ongoing
availability challenges related to tariffs. Overall, adjusted operating profit
momentum through the first half was in-line with expectations, despite a
challenging market. These early indicators support our expectation of a
moderated operating margin decline in the second half of the year, although
the benefit of some actions are not expected to drive improvements until well
into 2026. We expect this strategy will deliver a stronger and more
sustainable platform for long-term profitable growth in North America, with an
optimal balance between centralisation and local autonomy to service both
national and local customers effectively.
Overall, adjusted operating profit across North America declined by 14.7%, at
constant exchange rates, but excluding Distribution, was more stable over the
period, albeit still slightly impacted by the economic environment.
We have successfully implemented tariff-related price increases in our
businesses in Q2, and expect to see further increases in the latter part of
the year. Performance to date is supportive of some benefit in the second
half, albeit impacted by the uncertainty we have seen, and continue to see, in
tariff levels across Asia.
Continental Europe update
Our Continental Europe business area has continued to be impacted by expected
trends already seen in the second half of last year. The operating environment
has remained challenging, with France and certain online businesses driving
the operating margin decline year-on-year, and offsetting better performance
in some other businesses. France continues to be impacted by deflation in our
cleaning & hygiene businesses, reflective of a post Covid-19 normalisation
of pricing, and a weak economy, alongside operating cost inflation and a
relatively high fixed cost base. Certain online businesses have been impacted
by weaker revenue trends, driven by lower traffic and conversion of online
marketing activities into revenue, in part due to a transition to an expanded
product offering. These online businesses are focused on evolving their
marketing tools to improve conversion and continue to be well positioned to
support smaller professional customers with expert advice and specialist
support in focused sectors. Elsewhere, we have seen an improved performance in
Benelux, compared to the second half of 2024, and Spain remains resilient
following a good performance in the prior year.
The second half of 2025 is expected to be supported by easier prior year
comparatives, as well as net benefits related to the business area's active
focus on improvement actions since the second half of 2024. The business has
strengthened its focus on pipeline management, with net business wins expected
in the second half, and identified procurement opportunities which are being
pursued. Whilst the market remains challenging, we expect these actions to
support improved performance in the second half of the year.
Operating performance
The commentary below is stated at constant exchange rates unless otherwise
highlighted.
Revenue
Revenue increased by 4.2% to £5,759.6 million. Acquisition related revenue
growth, net of disposals, of 4.9% and a 0.1% benefit related to excess growth
in hyperinflationary economies, was partially offset by a 0.6% impact from an
additional trading day in the prior year. Underlying revenue declined by 0.2%
over the period, with an improvement in the second quarter compared to a
challenging first quarter. Within underlying growth, both the volume and
pricing impact were broadly stable across the Group in the first half. Organic
revenue decline, which is not adjusted for the impact of the number of trading
days in the year, was 0.7%.
Profit and earnings
Adjusted operating profit for the period was £404.5 million, a decrease of
7.6%. Operating margin declined from 8.0% in the first half of 2024 to 7.0%,
at actual exchange rates, driven by North America and Continental Europe.
Operating cost inflation was moderate, with wage inflation moderating in UK
& Ireland and Continental Europe, albeit remaining slightly ahead of
typical levels. The UK is, however, being impacted by increased National
Insurance and National Living Wage costs. Property cost inflation, linked to
lease renewals, moderated from recent high levels and fuel and freight
inflation was moderate. Overall operating cost growth was supported by cost
actions taken, such as restructuring projects and warehouse consolidations and
relocations. Reported operating profit was £300.5 million, a decrease of
10.6% (down 14.0% at actual exchange rates).
The effective tax rate of 26.4% was higher than the 25.5% in the prior period.
The effective tax rate in 2025 is expected to be around 26.0%.
Adjusted profit for the period was £254.4 million, a decrease of 12.8%.
Adjusted earnings per share were 77.8p, a decrease of 10.6%, and basic
earnings per share were 55.6p, a decrease of 1.4% (down 6.1% at actual
exchange rates). The weighted average number of shares over the period was
326.9 million, compared to 335.4 million in the prior period, reflective of
the share buybacks executed over the period.
Cash and returns
The Group's cash generation continues to be good, with 97% cash conversion
(operating cash flow as a percentage of lease adjusted operating profit) ahead
of our 90% target, and better than expected. This conversion reflects improved
inventory levels through the second quarter.
Compared to the prior year period, free cash flow decreased by 21.6% at actual
exchange rates, to £243.2 million, due to a decrease in adjusted operating
profit alongside a broadly unchanged combined net interest and income tax
payments. The strength of our underlying cash conversion, despite the Group's
more challenging performance, continues to enable our investment in the
business, progressive dividends, self-funded value-accretive acquisitions and
other capital allocation options with any excess capital. The Group remains
committed to ensuring sustainable dividend growth. Adjusted net debt to
EBITDA, which excludes lease liabilities and includes total deferred and
contingent consideration, at 30 June 2025 was 1.9 times and compares to 1.5
times at 30 June 2024 and 1.8 times at 31 December 2024.
Returns remained strong but declined over the period. Return on average
operating capital was 38.8% over the period (43.2% at 31 December 2024, 36.9%
at 31 December 2019), while return on invested capital was 13.5% (14.8% at 31
December 2024, 13.6% at 31 December 2019).
Strategy: Organic growth and operational efficiency
We remain committed to delivering growth through our long-term compounding
growth strategy which focuses on organic growth, operational efficiency and
acquisitions. Our colleagues have continued to provide our customers with
innovative products and services, with a particular focus on our
sustainability offering. We also continue to enhance our value-added
proposition and complement our continual collaboration with our strategic
third party branded supplier partners, with the further development of our own
brand offering to provide unparalleled choice for our customers. The Group's
own brand penetration is currently c.30%, compared to c.28% over the full year
of 2024, supported by the acquisition of Nisbets.
Digital sales accounted for 75% of orders over the period, compared to 73% in
the first half of 2024. Our digital strategy continues to enhance our offering
to customers and support retention.
Pursuing operating efficiencies remains an important part of our strategy to
reduce the impact of operating cost inflation. Over the period, we have been
able to partially offset operating cost inflation through further optimisation
of our warehouse footprint with the consolidation of 13 warehouses and the
relocation of an additional 3. Furthermore, we have benefited from cost
actions taken in North America and Continental Europe.
Strategy: acquisitions and disposals
August year-to-date we have committed c.£120 million to acquisitions across
five countries. This compares to the average annual committed spend over the
four years to 31 December 2024 of c.£550 million and is reflective of the
impact of the macro economic environment on the timing of acquisitions.
Historically, we have seen activity pick-up quickly with an improved macro
economic backdrop. Our pipeline remains active and conversations are ongoing
with a number of attractive businesses.
Acquisition Completion Description
Inpakomed March 2025 · Dutch business specialising in sterile product packaging solutions
for use in the medical and forensic markets
· Highly complementary to our existing business in the Netherlands
· Revenue of EUR 3 million in 2024 (c.£2 million)
Quindesur July 2025 · Spanish distributor of foodservice and cleaning & hygiene
products, with a strong focus in Southern Spain
· The business complements our existing businesses and strengthens our
regional presence
· Revenue of EUR 14 million in 2024 (c.£12 million)
Hospitalia July 2025 · One of the largest healthcare distributors in Chile; distributes a
wide range of products, including those used in a surgical setting, to both
public and private hospitals
· Represents Bunzl's entry into the healthcare sector in Chile
· Revenue of CLP 25 billion in 2024 (c.£21 million)
Solupack July 2025 · Brazilian distributor of own brand packaging solutions to the food
industry, which alongside our existing business will enhance our offering to
customers
· Revenue of BRL 106 million in 2024 (c.£15 million)
Guantes Internacionales, S.A. de C.V ("Gisa") August 2025 · Leading own brand personal protective equipment distributor based in
Mexico, with a strong focus on gloves
· Strong cross-selling opportunities with existing business in the US
and Mexico
· Revenue of MXN 399 million in 2024 (c.£17 million)
Bunzl regularly reviews its portfolio of companies, and in January 2025 we
sold our US R3 Safety business, Bunzl's only pure branded wholesale safety
business in the US, which generated revenue of c.£50 million in 2024. This
decision reflects Bunzl's commitment to ensuring optimal capital allocation
across the Group. Since 2022, Bunzl has disposed of four businesses with a
combined annual revenue in their final year before disposal of c.£250 million
and combined operating margin of low to mid single digit, well below the Group
average.
The strength of the Group's cash conversion continues to enable the Group to
self-fund further acquisitions, largely through cash generated in the year. We
see significant opportunities for continued acquisition growth in our existing
markets, as well as potential to expand into new markets.
Capital allocation and shareholder returns
Our capital allocation priorities remain unchanged and focused on the
following: (1) to invest in the business to support organic growth and
operational efficiencies; (2) to pay a progressive dividend; (3) to self-fund
value-accretive acquisitions; and (4) to distribute excess cash. Since 2004,
Bunzl has committed £6.2 billion in acquisitions to support a growth strategy
that delivered an annual adjusted earnings per share CAGR between 2004 and
2024 of c.9% and returned £2.9 billion to shareholders through dividends and
share buybacks in 2024 and 2025.
The strength of Bunzl's performance and high cash generation in recent years
had resulted in low leverage compared to the Group's target adjusted net debt
to EBITDA range of 2.0 to 2.5 times. In 2023 our leverage was 1.2 times
compared with 1.9 times in 2019 and 2.3 times in 2017, despite a step change
in the level of value-accretive acquisition spend in recent years. However,
through a combination of accelerated capital allocation, inclusive of share
buybacks to support our plan to relever the Group and weaker earnings, our
leverage is expected to be back towards the lower end of our target range at
the end of 2025; the Group has relevered. Given the macro economic
uncertainty, we believe it is appropriate to be around the lower end of our
target range; we will keep our capital allocation options under regular
review.
In December 2024 Bunzl announced a £200 million share buyback programme,
which commenced at the start of 2025. £114 million of this buyback was
completed by April 2025, at which point the Group, alongside the Q1 trading
update, paused the remainder of the programme in order to ensure headroom for
further potential value-accretive acquisitions. Whilst the Group is targeting
leverage towards the lower end of its target range, given the level of
committed spend on acquisitions August year-to-date, the Board has decided to
resume the programme with the intention of completing the remaining £86
million of its previously announced share buyback in 2025. The Group expects
leverage to be towards 2.0 times at the end of 2025, after potential
acquisition spend and the completion of the 2025 buyback.
BUSINESS AREA REVIEW
North America
53% of revenue and 47% of adjusted operating profit(*†)
Growth at
H1 25 H1 24 constant Underlying
£m £m exchange* growth*
Revenue 3,062.8 3,234.8 (2.3)% (1.2) %
Adjusted operating profit* 197.0 239.1 (14.7)%
Operating margin* 6.4% 7.4%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
In North America, revenue declined 2.3% to £3,062.8 million with underlying
revenue declining by 1.2%. The decline in underlying revenue is driven by
slight deflation, particularly in the first quarter; volumes were stable over
the period against the first half of 2024, with that period having experienced
year-on-year volume decline. The disposal of R3 safety, which generated
revenue of c.£50 million in 2024, impacted revenue further. Adjusted
operating profit decreased by 14.7%, to £197.0 million with operating margin
at 6.4%, down from 7.4% in the prior year period. This was driven by
underlying margin deterioration in our Distribution business, driven by
execution challenges related to an operating model change, alongside a
challenging macro economic environment. During the first half Bunzl North
America Distribution saw a significant decline in adjusted operating profit,
with slower than anticipated volume improvement and own brand growth,
alongside continued deflation, the loss of a higher margin category within an
ongoing customer, and higher operating costs. This business drove the
operating margin decline for the business area as a whole, with the rest of
North America combined achieving a more stable operating margin, albeit
slightly impacted by the economic environment.
The part of Distribution which supports the US grocery sector declined
moderately, primarily due to price deflation. Volumes improved slightly,
supported by a significant new business win late in the prior year period.
However, the mix of the new volume and loss of a higher margin category, which
supported a programme no longer available in our customer's stores, drove
overall decline in operating margin and profits. Within the wider Grocery
sector, convenience store revenues declined, impacted by customer footfall.
The division of Distribution which supports foodservice redistribution
customers declined, impacted by execution issues related to operating model
changes, alongside a challenging macro economic backdrop and continued
deflation. The impact of these changes reduced the speed and agility of our
local businesses, which drove lower than expected volumes and own brand
conversion against investments made, resulting in a deterioration in operating
margin. Actions are underway and progressing well to support improvements in
the business.
Our food processor sector revenues declined slightly, with lower volumes only
partially offset by price inflation, and operating margins were slightly
lower. Our businesses serving the agriculture sector saw some revenue
improvement, although margin and operating profit declined, mainly driven by
increased customer pressure on margins.
Our cleaning & hygiene revenues declined moderately, driven by a volume
decline in our Distribution business.
Revenue in our retail supplies business declined primarily from customer
losses and new business materialising slower than expected. Operating profit
also declined driven primarily by an unfavourable mix shift, with a lower mix
of higher margin packaging and value-added services, though well-controlled
operating costs have helped lessen the impact.
Revenue in our safety business, excluding the disposal of the R3 Safety
business, was broadly flat, supported by price inflation resulting from
tariffs, offset by a slight decline in volumes. Operating margin declined as a
result of product mix.
Finally, our business in Canada grew slightly, primarily driven by strong
volumes, with a minor benefit from an acquisition, although operating margin
was impacted by customer and product mix.
Continental Europe
21% of revenue and 22% of adjusted operating profit(*†)
Growth at
H1 25 H1 24 constant Underlying
£m £m exchange* growth*
Revenue 1,186.4 1,186.9 2.3% (0.4)%
Adjusted operating profit* 94.4 106.7 (9.9)%
Operating margin* 8.0% 9.0%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
Revenue in Continental Europe grew by 2.3% to £1,186.4 million, driven by the
benefit of acquisitions. Underlying revenue was broadly stable, with a slight
benefit from net inflation. Overall revenue growth was driven by the positive
contributions from acquisitions made in 2024 and in the first half of 2025.
Adjusted operating profit decreased by 9.9% to £94.4 million, with a decrease
in operating margin from 9.0% to 8.0%. In a challenging operating environment,
we delivered growth in Benelux and a resilient performance in Spain, against a
good 2024, but saw France and certain online businesses drive an overall
decline in adjusted operating profit. A range of actions have been taken
including price increases, pipeline and margin management and cost saving
initiatives throughout the business area with a greater impact on underlying
operating profit expected in the second half.
In France, revenues in our cleaning & hygiene businesses declined with the
continued impact of deflation, related to sales price normalisation following
the Covid-19 pandemic, and volume decline in a soft market. With continued
operating cost inflation and a relatively high fixed cost base, profits were
significantly impacted, as expected. Our largest business in cleaning &
hygiene is in the process of consolidating its smaller warehouses to improve
operational efficiency and provide an improved, more standardised service
level for national customers. Comodis, acquired in December 2024, is
performing well. Our safety business saw revenue decline with lower activity
from both national and regional customers. Revenue also declined in our
foodservice specific businesses with domestic customers due to a soft market
with caterers.
Sales in Spain grew, driven by strong volumes in our cleaning & hygiene
and packaging businesses. Growth was driven by business wins with new
customers, as well as with existing customers, and new product ranges in the
packaging business. Our safety redistribution business acquired in 2023
continues to perform well, but revenue in our online healthcare businesses
decreased with a lower conversion of online activity to sales.
In the Netherlands, acquisition-related revenue growth, alongside good margin
management, drove operating profit growth. We continue to make good progress
with a number of digital tools to support the businesses including the
successful implementation of a Warehouse Management System in our Grocery
business.
In Denmark, revenue in our safety business has grown due to increased
activities from customers in the wind and energy sector and we also grew in
our cleaning & hygiene and food processor business. Overall, Denmark
revenue declined moderately due to volume reduction in our foodservice and
retail businesses with 2024 customer losses only partially offset with recent
wins. Although operating costs were well managed, operating profit declined
given the revenue decline.
In Germany, we delivered strong growth in our online cleaning & hygiene
business, but a slight decline in our foodservice business. In Central and
Eastern Europe, revenue is down moderately due to soft demand from Industrial
customers, while in Turkey volumes have grown overall with strong sales to
redistributors.
Combined profitability of our online businesses was impacted by certain
businesses that saw revenue pressure from reduced traffic and conversion of
online marketing activities into revenue over the first half of the year, in
part due to a transition to an expanded product offering. These online
businesses are focused on evolving their marketing tools to improve
conversion, and continue to be well positioned to support smaller professional
customers with expert advice and specialist support in focused sectors.
UK & Ireland
16% of revenue and 14% of adjusted operating profit(*†)
Growth at constant
HY 25 HY 24 exchange* Underlying
£m £m growth*
Revenue 904.2 689.1 31.5% 0.3%
Adjusted operating profit* 59.9 52.6 14.1%
Operating margin* 6.6% 7.6%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
In UK & Ireland, revenue increased by 31.5% to £904.2 million due to the
impact of the 2024 acquisitions, particularly the acquisition of Nisbets in
May 2024. Underlying revenue grew by 0.3%, with some volume growth largely
offset by the impact of some deflation across key product groups, although
this pressure eased somewhat in the second quarter. The sales environment has
been challenging due to increases in employer's National Insurance rates which
took effect from April and have negatively impacted demand in some of our key
sectors. The direct cost impact to UK & Ireland from this change has been
largely mitigated by productivity gains in the form of headcount and property
related savings. The reduction in first half operating margins from 7.6% to
6.6% is driven primarily by the dilutive impact of consolidating Nisbets
which, as a catering business, has a seasonally lower margin in the first half
of the year, and given its performance over the period.
Our cleaning & hygiene and care businesses saw further deflation across
some key product categories but delivered revenue growth as a result of the
acquisition of Arrow County, which was acquired in October 2024. Operating
margins of our existing business declined, reflective of selling-price
deflation.
The safety businesses delivered a slight decline in underlying revenue,
despite some new contract wins through the course of the year. There has been
further investment in new operationally efficient locations to deliver higher
levels of service to customers and our businesses are well placed to take
advantage of recent government announcements relating to infrastructure
projects which should provide significant growth opportunities over the next
few years.
Our grocery and non-food retail businesses saw a slight reduction in revenues
largely due to the impact of product price deflation. Our grocery customers
experienced mixed performance with overall consumer sentiment remaining weak.
Our non-food packaging business aimed primarily at the luxury end of fashion
and jewellery has recently been negatively impacted by reduced demand by
consumers in both Asia and in Europe, but some sizeable customer orders
resulted in good first half growth.
Our foodservice division experienced higher sales over the period, driven by
the full year impact of the acquisitions of Nisbets and C&C group, which
were acquired in May 2024 and October 2024, respectively. Strong year-on-year
operating profit growth resulted from effective margin management and control
of costs. The signing of further customer contract renewals demonstrates our
strong sustainability offering, including our ability to provide sustainable
and innovative product alternatives. The Nisbets business has seen good sales
momentum over the period, despite a more challenging trading environment.
Profitability has, however, been impacted by product mix, driven by demand
shifts in the current environment, and slower than anticipated progress on
maximising warehouse automation. The business is demonstrating very good
progress on product synergy projects, which will positively impact the second
half of the year and future periods.
Our businesses in Ireland experienced good sales growth in the first half of
the year helped by some recent customer wins in the retail and foodservice
sector which helped to more than offset the negative impact of product
deflation and challenging market conditions across many sectors. Recent
investments in our operations, including the enhancements made to our
warehouse management systems, leave us well placed to fully benefit from these
volume wins in future periods.
Rest of the World
10% of revenue and 17% of adjusted operating profit(*†)
Growth at
H1 25 H1 24 constant Underlying
£m £m exchange* growth*
Revenue 606.2 600.7 11.5% 5.6%
Adjusted operating profit* 70.3 73.0 7.7%
Operating margin* 11.6% 12.2%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
In Rest of the World, revenue increased 11.5% to £606.2 million, driven by
acquisitions and underlying revenue growth of 5.6%. Underlying revenue growth
was driven by strong inflation support in Latin America and moderate volume
growth in Asia Pacific, although trading in Brazil became more challenging
through the period. Adjusted operating profit grew by 7.7% to £70.3 million,
with revenue growth partially offset by a reduction in operating margin from
12.2% to 11.6%, driven by Latin America.
In Brazil, our safety businesses delivered good sales growth driven by price
increases despite a challenging market during the second quarter. Operating
margins came under pressure, as higher currency-driven product costs could not
be fully passed on to customers. Our healthcare businesses, on the other hand,
delivered margin growth despite lower sales due to a favourable mix of
surgical supplies. Our hygiene businesses saw flat sales and benefited from
good margin management. While our foodservice business benefitted from some
price-led sales growth, margin declined given currency-driven product costs
could not be fully passed on to customers.
In Chile both our safety and foodservice businesses delivered strong sales
growth driven by higher volumes as economic conditions remained favourable.
Margins also improved as the businesses benefitted from purchasing savings on
imports. Our Mexican safety business was able to deliver good sales and
profit growth despite the uncertainty relating to tariffs on exports to the
US.
Bunzl Australia and New Zealand, our largest business in Asia Pacific,
continued to see revenue and adjusted profit growth with ongoing focus on
margin management. The healthcare sector has delivered constant growth as we
further penetrate existing customers with additional categories, particularly
across aged care. The hospitality sector has been subdued and suffered from
slightly lower sales during peak periods due to severe weather. We continue to
make good progress winning new business and additional categories in the food
processor and the industrial sector. The acquisition of PowerVac has added
value to our facilities management sector by providing us a full offering to
existing and new customers.
Our MedTech business and specialist healthcare operations in Australia and New
Zealand have had strong sales growth and positively contributed to our margin
expansion. Recent acquisitions in the second half of 2024, including Cubro
which was acquired in September 2024, have continued to add value to the
overall business through their customer specialisation and are trading in line
with expectations.
The Australian safety business has been impacted by lower revenue associated
with the resource sector and a reduction in inventory levels held by
redistribution customers. We have a strong pipeline targeted at new customers
and additional sectors.
After a very strong 2024, the emergency services business has seen a decline
in revenue, with fewer government large orders, compared to several large
orders received in the prior year, only partially offset by opportunities in
the ongoing service of previously purchased equipment. The second half will
see continued benefit of service revenue along with new government orders.
FINANCIAL REVIEW
As in previous years this review refers to a number of alternative performance
measures which management uses to assess the performance of the Group. Details
of the Group's alternative performance measures are set out in Note 2 to the
interim financial statements.
Currency translation
Currency translation had a negative impact on the Group's reported results,
decreasing revenue, profits and earnings by between 3% and 5%. The negative
exchange rate impact was principally due to the effect on average exchange
rates of the strengthening of sterling against the US dollar, Euro, Canadian
dollar, Brazilian real and Australian dollar.
Six months Six months
to 30.6.25
to 30.6.24
Average exchange rates
US$ 1.30 1.27
Euro 1.19 1.17
Canadian$ 1.83 1.72
Brazilian real 7.47 6.43
Australian$ 2.05 1.92
Closing exchange rates 30.6.25 30.6.24
US$ 1.37 1.26
Euro 1.17 1.18
Canadian$ 1.87 1.73
Brazilian real 7.48 7.02
Australian$ 2.09 1.89
Revenue
Revenue increased to £5,759.6 million (2024 H1: £5,711.5 million), an
increase of 4.2% at constant exchange rates (up 0.8% at actual exchange
rates). Acquisition related revenue growth, net of disposals, of 4.9% and a
0.1% benefit related to excess growth in hyperinflationary economies, was
partially offset by a 0.6% impact from one less trading day in the first half
of 2025 compared to H1 2024. Underlying revenue declined by 0.2% over the
period, with an improvement in the second quarter compared to a challenging
first quarter. Within the underlying revenue decline, both the volume and
pricing impact were broadly stable across the Group in the first half.
Movement in revenue £m
2024 H1 revenue 5,711.5
Currency translation (186.3)
Impact of one less trading day (30.2)
Excess growth in hyperinflationary economies 0.5
Underlying decline (8.5)
Acquisitions net of disposals 272.6
2025 H1 revenue 5,759.6
Operating profit
Adjusted operating profit declined to £404.5 million (2024 H1: £455.5
million), a decrease of 7.6% at constant exchange rates and 11.2% at actual
exchange rates. The operating margin decreased to 7.0% from 8.0% in H1 2024.
Movement in adjusted operating profit £m
2024 H1 adjusted operating profit 455.5
Currency translation (17.9)
Decrease in hyperinflation accounting adjustments 0.7
Decline in the period (33.8)
2025 H1 adjusted operating profit 404.5
Operating profit was £300.5 million (2024 H1: £349.6 million), a decrease of
10.6% at constant exchange rates (down 14.0% at actual exchange rates).
Movement in operating profit £m
2024 H1 operating profit 349.6
Currency translation (13.6)
Decrease in hyperinflation accounting adjustments 0.8
Decline in adjusted operating profit in the period (33.8)
Non-repeat of non-recurring pension scheme credit (3.2)
Increase in amortisation (excluding software) and acquisition related items 0.7
2025 H1 operating profit 300.5
Amortisation excluding software, which includes amortisation on customer and
supplier relationships, brands and technology, acquisition related items and
the non-recurring pension scheme credit are excluded from the calculation of
adjusted operating profit as they do not relate to the trading performance of
the business. Accordingly, these items are not taken into account by
management when assessing the results of the business and are removed in
calculating adjusted operating profit and other alternative performance
measures by which management assess the performance of the Group.
Net finance expense
The adjusted net finance expense of £58.9 million increased by £12.8 million
at constant exchange rates (up £12.1 million at actual exchange rates),
mainly due to higher average debt during the period. Net finance expense for
the period was £60.6 million including £1.7 million of interest on unwinding
of discounting deferred consideration on acquisitions.
Disposal of business
The profit on disposal of business in 2025 of £10.2 million relates to the
disposal of a safety business in North America, which completed on 31 January
2025. The profit on disposal reflects the cash consideration received of
£18.0 million and recycling of historical foreign exchange gains of £5.7
million held in the translation reserve within equity offset by the net book
value of assets disposed of £9.9 million and transaction costs and provisions
of £3.6 million. The loss on disposal of business in 2024 of £23.1 million
related to the disposal of the Group's business in Argentina, which completed
on 14 March 2024. There was no material impact from the disposal of these
businesses on the Group's trading performance.
Profit before income tax
Adjusted profit before income tax was £345.6 million (2024 H1: £408.7
million), down 11.7% at constant exchange rates (down 15.4% at actual exchange
rates) due to the decrease in adjusted operating profit and the increase in
adjusted net finance expense. Profit before income tax declined to £250.1
million (2024 H1: £279.4 million), a decrease of 6.2% at constant exchange
rates (down 10.5% at actual exchange rates) mainly due to the decline in
adjusted operating profit.
Taxation
The Group's tax strategy is to comply with tax laws in all countries in which
it operates and to balance its responsibilities for controlling the tax costs
with its responsibilities to pay the appropriate level of tax where it does
business. No companies are established in tax havens or other countries for
tax purposes where the Group does not have an operational presence and the
Group's de-centralised operational structure means that the level of
intragroup trading transactions is very low. The group does not use intragroup
transfer prices to shift profit into low tax jurisdictions. The Group's tax
strategy has been approved by the Board and tax risks are reviewed by the
Audit Committee. In accordance with UK legislation, the strategy is published
on the Bunzl plc website within the Investors section.
The effective tax rate (being the tax rate on adjusted profit before income
tax) for the period was 26.4% (2024 H1: 25.5%) and the reported tax rate on
statutory profit was 27.2% (2024 H1: 28.9%). The effective tax rate for 2025
has increased by 0.9% mainly due to the absence of one-off benefits from UK
group relief and tax provision changes included in 2024. The effective tax
rate for the full year is likely to be around 26.0%.
Earnings per share
Adjusted profit after tax attributable to the Company's equity holders was
£254.2 million (2024 H1: £304.5 million), down 12.9% and a decrease of
£37.5 million at constant exchange rates (down 16.5% at actual exchange
rates), due to a £45.9 million decrease in adjusted profit before income tax
partly offset by a £8.6 million decrease in the tax on adjusted profit before
income tax at constant exchange rates, and excluding £0.2 million profit
attributable to non-controlling interests. Adjusted profit after tax for the
period bears a £3.6 million adverse impact from hyperinflation accounting
adjustments (2024 H1: £5.9 million adverse impact), driven by a £3.6 million
adverse impact to adjusted profit before tax (2024 H1: £6.0 million adverse
impact).
Profit after tax attributable to the Company's equity holders decreased to
£181.9 million (2024 H1: £198.7 million), down 3.8% and a decrease of £7.2
million at constant exchange rates (down 8.5% at actual exchange rates), due
to a £16.4 million decrease in profit before income tax partly offset by a
£9.4 million decrease in the tax charge at constant exchange rates, and
excluding £0.2 million profit attributable to non-controlling interests.
Profit after tax for the period includes a £10.2 million profit on disposal
of business (2024 H1: £23.1 million loss) and a £3.6 million adverse impact
from hyperinflation accounting adjustments (2024 H1: £6.0 million adverse
impact).
The weighted average number of shares in issue decreased from 335.4 million in
the period ended 30 June 2024 to 326.9 million due to shares cancelled under
the share buyback programme and share purchases into the employee benefit
trust partly offset by employee share option exercises.
Adjusted earnings per share were 77.8p (2024 H1: 90.8p), a decrease of 10.6%
at constant exchange rates (down 14.3% at actual exchange rates). Basic
earnings per share were 55.6p (2024 H1: 59.2p), down 1.4% at constant exchange
rates (down 6.1% at actual exchange rates).
Movement in adjusted earnings per share Pence
2024 H1 adjusted earnings per share 90.8
Currency translation (3.8)
Decrease in adjusted profit before income tax (10.5)
Decrease in hyperinflation accounting adjustments 0.3
Increase in effective tax rate (1.0)
Decrease in weighted average number of shares 2.0
2025 H1 adjusted earnings per share 77.8
Movement in basic earnings per share Pence
2024 H1 basic earnings per share 59.2
Currency translation (2.8)
Decrease in adjusted profit before income tax (10.7)
Decrease in adjusting items 6.9
Decrease in hyperinflation accounting adjustments 0.3
Decrease in reported tax rate 1.3
Decrease in weighted average number of shares 1.4
2025 H1 basic earnings per share 55.6
Dividends
The Company's practice in recent years has been to pay a progressive dividend,
delivering year-on-year increases. The Board is proposing a 2025 interim
dividend of 20.2p, an increase of 0.1p on the amount paid in relation to the
2024 interim dividend.
Before approving any dividends, the Board considers the level of borrowings of
the Group by reference to the ratio of net debt to EBITDA, the ability of the
Group to continue to generate cash, the amount required to invest in the
business and the potential for future acquisitions. The Group's long-term
track record of strong cash generation provides the Company with the financial
flexibility to fund a growing dividend.
Acquisitions
The Group completed one acquisition during the period ended 30 June 2025 for
consideration of £3.9 million, including all transaction costs and expenses
incurred during the period total committed spend is £10.1 million. Including
the acquisitions of Hospitalia in Chile and Solupack in Brazil, which were
agreed in the first half of 2025 but completed on 8 July and 31 July
respectively, total committed spend on acquisitions agreed during the period
was £82.4 million. The estimated annualised revenue and adjusted operating
profit of the acquisitions agreed during the period were £40 million and £10
million respectively.
A summary of the effect of acquisitions completed in the period is as follows:
£m
Fair value of net liabilities acquired (8.7)
Goodwill 12.6
Consideration 3.9
Satisfied by:
cash consideration 3.9
deferred consideration -
3.9
Contingent payments relating to the retention of former owners 0.8
Net cash acquired (0.3)
Transaction costs and expenses 5.7
Total committed spend in respect of acquisitions completed in the current 10.1
period
Spend on acquisitions committed but not completed at the period end 72.3
Total committed spend in respect of acquisitions agreed in the current period 82.4
The net cash outflow in the period in respect of acquisitions comprised:
£m
Cash consideration 3.9
Net cash acquired (0.3)
Deferred consideration payments 21.2
Net cash outflow in respect of acquisitions 24.8
Acquisition related items* 23.9
Total cash outflow in respect of acquisitions 48.7
*Acquisition related items comprised £6.1 million of transaction costs and
expenses paid and £17.8 million of payments relating to the retention of
former owners.
Cash flow
A summary of the cash flow for the period is shown below:
Six months to Six months to
30.6.25 30.6.24
£m £m
Cash generated from operations(†) 524.5 564.2
Payment of lease liabilities (113.5) (103.2)
Net capital expenditure (34.1) (18.2)
Operating cash flow(†) 376.9 442.8
Net interest paid excluding interest on lease liabilities (49.6) (33.9)
Income tax paid (84.1) (98.5)
Free cash flow 243.2 310.4
Dividends paid (66.7) (61.0)
Net payments relating to employee share schemes (42.2) (53.6)
Net cash inflow before acquisitions, disposals and purchase of own shares 134.3 195.8
Purchase of own shares (117.8) -
Acquisitions(◊) (48.7) (439.2)
Disposals 17.3 0.6
Net cash outflow on net debt excluding lease liabilities (14.9) (242.8)
(†) Before acquisition related items.
◊ Including acquisition related items.
The Group's free cash flow of £243.2 million was £67.2 million lower than in
the comparable period, driven primarily by a decrease in operating cash flow
from lower operating profit. The Group's free cash flow was used to finance
payments of £66.7 million in respect of 2024 dividends (2024 H1: £61.0
million in respect of 2023 dividends) and net payments of £42.2 million (2024
H1: £53.6 million) relating to employee share schemes and partially finance
acquisition cash outflow net of disposal proceeds of £31.4 million (2024 H1:
£438.6 million). Purchase of own shares of £117.8 million comprises a
£113.5 million share buy back completed in the period, £3.3 million relating
to outstanding payments from the share buy backs completed in 2024, stamp duty
of £0.9 million and transaction costs of £0.1 million. Cash conversion
(being the ratio of operating cash flow to lease adjusted operating profit)
for the six months to 30 June 2025 was 97% (2024 H1: 100%, 2024 YE: 93%).
Six months to Six months to
30.6.25 30.6.24
£m £m
Operating cash flow 376.9 442.8
Adjusted operating profit 404.5 455.5
Add back depreciation of right-of-use assets 96.3 89.1
Deduct payment of lease liabilities (113.5) (103.2)
Lease adjusted operating profit 387.3 441.4
Cash conversion 97% 100%
Net debt
30.6.25 30.6.24 31.12.24
£m £m £m
Net debt excluding lease liabilities (1,599.3) (1,332.2) (1,611.4)
Total deferred and contingent consideration - on and off balance sheet (336.0) (395.2) (375.4)
Adjusted net debt (1,935.3) (1,727.4) (1,986.8)
Lease liabilities (712.5) (768.2) (754.1)
Adjusted net debt including lease liabilities (2,647.8) (2,495.6) (2,740.9)
Adjusted net debt to EBITDA 1.9x 1.5x 1.8x
Adjusted net debt including lease liabilities to EBITDA 2.1x 1.9x 2.1x
Net debt excluding lease liabilities decreased by £12.1 million during the
period to £1,599.3 million (31 December 2024: £1,611.4 million), due to a
£30.1 million decrease due to currency translation partly offset by a net
cash outflow of £14.9 million and £3.1 million increase due to non-cash
movements in debt.
Balance sheet
30.6.25 30.6.24 31.12.24
Summary balance sheet £m £m £m
Intangible assets 3,557.8 3,579.9 3,683.8
Right-of-use assets 655.4 716.2 697.6
Property, plant and equipment 218.2 209.4 213.3
Working capital 1,235.2 1,187.8 1,210.2
Net assets held for sale - 4.3 10.0
Deferred consideration (243.0) (264.0) (258.2)
Other net liabilities (579.8) (546.4) (420.3)
Net pensions asset 18.0 45.4 19.8
Net debt excluding lease liabilities (1,599.3) (1,332.2) (1,611.4)
Lease liabilities (712.5) (768.2) (754.1)
Equity 2,550.0 2,832.2 2,790.7
Return on average operating capital 38.8% 45.3% 43.2%
Return on invested capital 13.5% 15.3% 14.8%
Return on average operating capital decreased to 38.8% from 43.2% at 31
December 2024 and Return on invested capital decreased to 13.5% from 14.8% at
31 December 2024 due to lower profit in the underlying businesses.
Intangible assets decreased by £126.0 million from 31 December 2024 to
£3,557.8 million due to an amortisation charge of £82.3 million and a
decrease from currency translation of £59.2 million partly offset by assets
acquired through acquisitions in the period of £6.7 million, software
additions of £5.8 million and a net increase from hyperinflation accounting
adjustments of £3.0 million.
Right-of-use assets decreased by £42.2 million from 31 December 2024 to
£655.4 million due to a depreciation charge of £96.3 million and a decrease
from currency translation of £17.5 million, partly offset by new leases
during the period of £47.9 million, an increase from remeasurement
adjustments of £23.4 million and an increase from acquisitions of £0.3
million.
Working capital increased by £25.0 million from 31 December 2024 to £1,235.2
million mainly due to payment of commitments of £53.3 million under the share
buy back programme recognised at 31 December 2024, an underlying increase of
£14.7 million as shown in the cash flow statement, with the decrease from
lower inventory more than offset by an increase in trade and other receivables
and decrease in trade and other payables, partly offset by a decrease from
currency translation of £40.2 million.
Deferred consideration decreased by £15.2 million from 31 December 2024 to
£243.0 million due to deferred consideration and retention payments of £38.5
million partly offset by a net charge of £19.2 million relating to
adjustments to previously estimated earn outs and the retention of former
owners, interest on unwinding of discounting of £1.7 million and an increase
from currency translation of £2.4 million. Including expected future payments
which are contingent on the continued retention of former owners of businesses
acquired of £93.0 million, total deferred and contingent consideration as at
30 June 2025 was £336.0 million.
The Group's net pension asset of £18.0 million at 30 June 2025 was £1.8
million lower than at 31 December 2024, largely due to actuarial losses of
£2.6 million.
Included within net debt excluding lease liabilities, cash and cash
equivalents have decreased by £951.9 million and bank overdrafts have
decreased by £806.9 million following a focus on reducing the gross balances
within the Group's cash-pooling arrangement.
Shareholders' equity decreased by £240.7 million from £2,790.7 million at 31
December 2024 to £2,550.0 million.
Movement in shareholders' equity £m
Shareholders' equity at 31 December 2024 2,790.7
Profit for the period 182.1
Dividends (242.2)
Own shares purchased for cancellation (64.5)
Currency (net of tax) (82.7)
Hyperinflation accounting adjustment 6.5
Actuarial loss on pension schemes (net of tax) (1.9)
Share based payments (net of tax) 1.7
Employee share schemes (net of tax) (39.7)
Shareholders' equity at 30 June 2025 2,550.0
Capital management
The Group's policy is to maintain a strong capital base to maintain investor,
creditor and market confidence and to sustain future development of the
business. The Group funds its operations through a mixture of shareholders'
equity and bank and capital market borrowings. The Group's funding strategy is
to maintain an investment grade credit rating. The Company's current credit
ratings with Standard & Poor's are BBB+ (long-term) and A-2 (short-term).
All borrowings are managed by a central treasury function and funds raised are
lent onward to operating subsidiaries as required. The overall objective is to
manage the funding to ensure the borrowings have a range of maturities, are
competitively priced and meet the demands of the business over time. There
were no changes to the Group's approach to capital management during the
period and the Group is not subject to any externally imposed capital
requirements.
Treasury policies and controls
The Group has a centralised treasury department to control external borrowings
and manage liquidity, interest rate, foreign currency and credit risks.
Treasury policies have been approved by the Board and cover the nature of the
exposure to be hedged, the types of financial instruments that may be employed
and the criteria for investing and borrowing cash. The Group uses derivatives
to manage its foreign currency and interest rate risks arising from underlying
business activities. No transactions of a speculative nature are undertaken.
The treasury department is subject to periodic independent review by the
internal audit department. Underlying policy assumptions and activities are
periodically reviewed by the executive directors and the Board. Controls over
exposure changes and transaction authenticity are in place.
The Group continually monitors net debt and forecast cash flows to ensure that
sufficient facilities are in place to meet the Group's requirements in the
short, medium and long term and, in order to do so, arranges borrowings from a
variety of sources. Additionally, compliance with the Group's biannual debt
covenants is monitored on a monthly basis and formally tested at 30 June and
31 December. The principal covenant limits are net debt, calculated at average
exchange rates, to EBITDA of no more than 3.5 times and interest cover of no
less than 3.0 times. Covenant net debt to EBITDA was 1.7 times (31 December
2024: 1.5 times).
Sensitivity analyses using various scenarios are applied to forecasts to
assess their impact on covenants and net debt. During the six months ended 30
June 2025 all covenants were complied with and based on current forecasts it
is expected that such covenants will continue to be complied with for the
foreseeable future. Debt covenants are based on historical accounting
standards. The US private placement notes (USPPs) issued in March 2022 contain
a clause whereby upon maturity of the previously issued USPPs, the latest
maturity being in 2028, the principal financial covenants referred to above
will no longer apply.
The Group has substantial funding available comprising multi-currency credit
facilities from the Group's banks, USPPs and senior bonds. During 2025, the
Group issued under the terms of its Euro Medium Term Note ('EMTN') programme a
£250.0 million senior unsecured bond maturing in 2031 and a £250.0 million
senior unsecured bond maturing in 2036. At 30 June 2025 the nominal value of
USPPs outstanding was £570.8 million (31 December 2024: £798.6 million) with
maturities ranging from 2026 to 2032. At 30 June 2025 the nominal value of
senior bonds outstanding was £1,327.4 million (31 December 2024: £1,113.2
million) with maturities ranging from 2030 to 2036. The Group's committed bank
facilities mature between 2026 and 2029. At 30 June 2025 the available
committed bank facilities totalled £933.1 million (31 December 2024: £933.5
million), of which none was drawn down (31 December 2024: none drawn down),
providing headroom of £933.1 million (31 December 2024: £933.5 million). The
Group expects to make repayments in the 18 month period from the date of these
interim financial statements to the end of 31 December 2026 of approximately
£115 million relating to maturing USPPs. In May 2025, the Group established a
$1 billion US commercial paper programme, under which it can issue short-term
notes. Since the half year, the Group has refinanced all of its committed bank
facilities with a syndicated bank facility of £950 million and bilateral bank
facilities of £300 million, with a maturity of 2030.
Going concern
The directors, having reassessed the principal risks and uncertainties,
consider it appropriate to adopt the going concern basis of accounting in the
preparation of the interim financial statements. In reaching this conclusion,
the directors noted the Group's cash performance in the period, the
substantial funding available to the Group as described above and the
resilience of the Group to a severe but plausible downside scenario. Further
details are set out in Note 1 to the interim financial statements.
Risks and uncertainties
The principal risks and uncertainties affecting the business activities of the
Group for the remaining six months of the financial year include those
detailed in the section entitled 'Principal risks and uncertainties' on pages
69 to 74 of the Annual Report for the year ended 31 December 2024. These
principal risks and uncertainties are the risks of competitive pressures in
the countries and markets in which the Group operates, financial collapse of
either a large customer and/or a significant number of small customers,
product cost deflation, cost inflation, the inability of the Group to make
further acquisitions, the risk of an unsuccessful acquisition, the risk of
sustainability driven market changes, the risk of cyber-attacks on the Group's
operations, the financial risks associated with the availability of funding
and risk of business disruption caused by climate change. Following the issues
associated with the change programme in the Group's largest business in North
America during the period, the Group has now also included an additional
principal risk relating to major change programme execution. The business
primarily services foodservice and grocery customers and its operating
performance during the course of a major change programme has materially
impacted the Group's results in 2025. Subsequently, a series of actions were
taken to improve performance (i.e., leadership changes to focus on commercial
agility and operational excellence, empowering the local management and
delivering margin benefits through further own brand launches, in addition to
accelerating cost saving initiatives).
A copy of the 2024 Annual Report is available on the Company's website at
www.bunzl.com. (http://www.bunzl.com/)
Condensed consolidated income statement
for the period ended 30 June 2025
Six months Six Year to
months
to 30.6.25 to 30.6.24 31.12.24
Notes £m £m £m
Revenue 3 5,759.6 5,711.5 11,776.4
Operating profit 3 300.5 349.6 799.3
Finance income 4 32.2 31.6 72.6
Finance expense 4 (92.8) (78.7) (178.0)
Disposal of businesses 9 10.2 (23.1) (20.3)
Profit before income tax 250.1 279.4 673.6
Income tax 5 (68.0) (80.7) (172.6)
Profit for the period 182.1 198.7 501.0
Profit is attributable to:
Company's equity holders 181.9 198.7 500.4
Non-controlling interests 0.2 - 0.6
Profit for the period 182.1 198.7 501.0
Earnings per share attributable to the Company's equity holders
Basic 7 55.6p 59.2p 149.6p
Diluted 7 55.5p 58.8p 148.7p
Dividend per share 6 20.2p 20.1p 73.9p
Alternative performance measures*
Operating profit 3 300.5 349.6 799.3
Adjusted for:
Amortisation excluding software 3 76.5 69.9 148.3
Acquisition related items through operating profit 3 27.5 39.2 31.7
Non-recurring pension scheme credit 3 - (3.2) (3.2)
Adjusted operating profit 3 404.5 455.5 976.1
Finance income 4 32.2 31.6 72.6
Adjusted finance expense 4 (91.1) (78.4) (175.8)
Adjusted profit before income tax 345.6 408.7 872.9
Tax on adjusted profit 5 (91.2) (104.2) (222.4)
Adjusted profit for the period 254.4 304.5 650.5
Adjusted profit is attributable to:
Company's equity holders 254.2 304.5 649.9
Non-controlling interests 0.2 - 0.6
Adjusted profit for the period 254.4 304.5 650.5
Adjusted earnings per share attributable to the Company's equity holders 77.8p 90.8p 194.3p
7
* See Note 2 for further details of the alternative performance measures.
Condensed consolidated statement of comprehensive income
for the period ended 30 June 2025
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Profit for the period 182.1 198.7 501.0
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
Actuarial loss on defined benefit pension schemes (2.6) (8.3) (35.1)
Tax on items that will not be reclassified to profit or loss 0.7 1.4 8.2
Total items that will not be reclassified to profit or loss (1.9) (6.9) (26.9)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences on foreign operations (97.3) (95.0) (193.3)
Reclassification from translation reserve to income statement on (5.7) 19.3 18.7
disposal of foreign operation (Note 9)
(Loss)/gain recognised in cash flow hedge reserve (7.7) 2.6 6.3
Gain taken to equity as a result of effective net investment hedges 27.2 10.3 20.3
Tax on items that may be reclassified to profit or loss 1.9 (0.8) (1.7)
Total items that may be reclassified subsequently to profit or loss (81.6) (63.6) (149.7)
Other comprehensive expense for the period (83.5) (70.5) (176.6)
Total comprehensive income 98.6 128.2 324.4
Total comprehensive income is attributable to:
Company's equity holders 98.5 128.2 323.8
Non-controlling interests 0.1 - 0.6
Total comprehensive income 98.6 128.2 324.4
Condensed consolidated balance sheet
at 30 June 2025 30.6.25 30.6.24 31.12.24
Notes £m £m £m
Assets
Property, plant and equipment 218.2 209.4 213.3
Right-of-use assets 10 655.4 716.2 697.6
Intangible assets 11 3,557.8 3,579.9 3,683.8
Defined benefit pension assets 35.1 64.0 35.8
Derivative financial assets 13 5.8 0.1 -
Deferred tax assets 15.9 15.0 14.1
Total non-current assets 4,488.2 4,584.6 4,644.6
Inventories 1,636.2 1,633.3 1,760.9
Trade and other receivables 1,632.8 1,662.4 1,634.1
Income tax receivable 14.5 15.4 13.0
Derivative financial assets 13 15.9 13.9 28.0
Cash and cash equivalents 15 481.0 1,381.4 1,432.9
Assets classified as held for sale - 4.3 15.7
Total current assets 3,780.4 4,710.7 4,884.6
Total assets 8,268.6 9,295.3 9,529.2
Equity
Share capital 105.3 108.7 106.4
Share premium 214.0 209.6 212.1
Translation reserve (400.3) (235.7) (324.6)
Other reserves 18.6 18.7 24.3
Retained earnings 2,609.0 2,730.9 2,769.2
Total equity attributable to the Company's equity holders 2,546.6 2,832.2 2,787.4
Non-controlling interests 3.4 - 3.3
Total equity 2,550.0 2,832.2 2,790.7
Liabilities
Interest bearing loans and borrowings 15 1,766.5 1,090.7 1,361.7
Defined benefit pension liabilities 17.1 18.6 16.0
Other payables 257.3 255.0 255.4
Income tax payable - 0.5 -
Provisions 51.3 96.5 49.7
Lease liabilities 14 535.6 589.1 573.7
Derivative financial liabilities 13 69.4 87.0 82.8
Deferred tax liabilities 247.3 241.8 263.3
Total non-current liabilities 2,944.5 2,379.2 2,602.6
Bank overdrafts 15 181.0 1,062.3 987.9
Interest bearing loans and borrowings 15 68.5 475.4 619.2
Trade and other payables 2,210.6 2,303.6 2,206.1
Income tax payable 62.7 44.3 63.7
Provisions 53.3 7.4 57.1
Lease liabilities 14 176.9 179.1 180.4
Derivative financial liabilities 13 21.1 11.8 15.8
Liabilities relating to assets classified as held for sale - - 5.7
Total current liabilities 2,774.1 4,083.9 4,135.9
Total liabilities 5,718.6 6,463.1 6,738.5
Total equity and liabilities 8,268.6 9,295.3 9,529.2
Condensed consolidated statement of changes in equity
for the period ended 30 June 2025
Share Share Translation Other Retained Total attributable to the Company's equity holders Non- Total
capital premium reserve reserves(◊) earnings(†) £m Controlling equity
£m £m £m £m £m Interest £m
£m
At 1 January 2025 106.4 212.1 (324.6) 24.3 2,769.2 2,787.4 3.3 2,790.7
Profit for the period 181.9 181.9 0.2 182.1
Actuarial losses on defined benefit (2.6) (2.6) - (2.6)
pension schemes
Foreign currency translation (97.2) (97.2) (0.1) (97.3)
differences on foreign operations
Reclassification from translation reserve to income statement on disposal of (5.7) (5.7) - (5.7)
foreign operations
Gain taken to equity as a result of effective net investment hedges 27.2 27.2 - 27.2
Loss recognised in cash flow hedge reserve (7.7) (7.7) - (7.7)
Income tax charge on other - 1.9 0.7 2.6 - 2.6
comprehensive income
Total comprehensive income (75.7) (5.8) 180.0 98.5 0.1 98.6
2024 interim dividend (66.7) (66.7) - (66.7)
2024 final dividend (175.5) (175.5) - (175.5)
Movement from cash flow hedge reserve (1.1) (1.1) - (1.1)
to inventory (net of tax)
Hyperinflation accounting adjustments(1) 6.5 6.5 - 6.5
Issue of share capital 0.1 1.9 2.0 - 2.0
Own shares purchased for cancellation (64.5) (64.5) - (64.5)
Own shares cancelled (1.2) 1.2 - - -
Employee trust shares (41.7) (41.7) - (41.7)
Share based payments (net of tax) 1.7 1.7 - 1.7
At 30 June 2025 105.3 214.0 (400.3) 18.6 2,609.0 2,546.6 3.4 2,550.0
( )
Share Share Translation Other Retained Total attributable to the Company's equity holders Non- Total
capital premium reserve reserves◊ earnings(†) £m Controlling equity
£m £m £m £m £m Interest £m
£m
At 1 January 2024 108.6 205.2 (170.2) 16.7 2,806.0 2,966.3 - 2,966.3
Profit for the period 198.7 198.7 - 198.7
Actuarial losses on defined benefit (8.3) (8.3) - (8.3)
pension schemes
Foreign currency translation (95.0) (95.0) - (95.0)
differences on foreign operations
Reclassification from translation reserve to income statement on disposal of 19.3 19.3 - 19.3
foreign operations
Gain taken to equity as a result of effective net investment hedges 10.3 10.3 - 10.3
Gain recognised in cash flow hedge reserve 2.6 2.6 - 2.6
Income tax charge on other (0.1) (0.7)) 1.4 0.6 - 0.6
comprehensive income
Total comprehensive income (65.5) 1.9 191.8 128.2 - 128.2
2023 interim dividend (61.0) (61.0) - (61.0)
2023 final dividend (167.6) (167.6) - (167.6)
Movement from cash flow hedge reserve 0.1 0.1 - 0.1
to inventory (net of tax)
Hyperinflation accounting adjustments(1) 10.7 10.7 - 10.7
Issue of share capital 0.1 4.4 4.5 - 4.5
Employee trust shares (55.8) (55.8) - (55.8)
Share based payments (net of tax) 6.8 6.8 - 6.8
At 30 June 2024 108.7 209.6 (235.7) 18.7 2,730.9 2,832.2 - 2,832.2
Share Share Translation Other Retained Total attributable to the Company's equity holders Non- Total
capital premium reserve reserves◊ earnings(†) £m Controlling equity
£m £m £m £m £m Interest £m
£m
At 1 January 2024 108.6 205.2 (170.2) 16.7 2,806.0 2,966.3 - 2,966.3
Profit for the year 500.4 500.4 0.6 501.0
Actuarial losses on defined benefit (35.1) (35.1) - (35.1)
pension schemes
Foreign currency translation (193.3) (193.3) - (193.3)
differences on foreign operations
Reclassification from translation reserve to income statement on disposal of 18.7 18.7 - 18.7
foreign operations
Gain taken to equity as a result of effective net investment hedges 20.3 20.3 - 20.3
Loss recognised in cash flow hedge reserve 6.3 6.3 - 6.3
Income tax charge on other (0.1) (1.6) 8.2 6.5 - 6.5
comprehensive income
Total comprehensive income (154.4) 4.7 473.5 323.8 0.6 324.4
2023 interim dividend (61.0) (61.0) - (61.0)
2023 final dividend (167.6) (167.6) - (167.6)
Movement from cash flow hedge reserve 0.6 0.6 - 0.6
to inventory (net of tax)
Hyperinflation accounting adjustments(1) 17.1 17.1 - 17.1
Non-controlling interest acquired - 2.7 2.7
Issue of share capital 0.1 6.9 7.0 - 7.0
Own shares purchased for cancellation (301.2) (301.2) - (301.2)
Own shares cancelled (2.3) 2.3 - - -
Employee trust shares (16.6) (16.6) - (16.6)
Share based payments (net of tax) 19.0 19.0 - 19.0
At 31 December 2024 106.4 212.1 (324.6) 24.3 2,769.2 2,787.4 3.3 2,790.7
( )
(1) IAS 29 'Financial Reporting in Hyperinflationary Economies' remains
applicable for the Group's businesses with a functional currency of the
Turkish Lira. The results of the Group's businesses in Turkey have been
adjusted for the effects of inflation in accordance with IAS 29. See Note 1
for further details.
(◊) Other reserves comprise merger reserve of £2.5m (30 June 2024: £2.5m;
31 December 2024: £2.5m), capital redemption reserve of £19.6m (30 June
2024: £16.1m; 31 December 2024: £18.4m) and a negative cash flow hedge
reserve of £3.5m (30 June 2024: positive £0.1m; 31 December 2024: positive
£3.4m).
(†) Retained earnings comprise earnings of £2,686.5m (30 June 2024:
£2,838.9m; 31 December 2024: £2,832.5m), offset by own shares of £77.5m (30
June 2024: £108.0m; 31 December 2024: £63.3m).
Condensed consolidated cash flow statement
for the period ended 30 June 2025
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
Notes £m £m £m
Cash flow from operating activities
Profit before income tax 250.1 279.4 673.6
Adjusted for:
net finance expense 4 60.6 47.1 105.4
amortisation excluding software 11 76.5 69.9 148.3
acquisition related items through operating profit 3 27.5 39.2 31.7
non-recurring pension scheme credit - (3.2) (3.2)
disposal of businesses (10.2) 23.1 20.3
Adjusted operating profit 404.5 455.5 976.1
Adjustments:
depreciation and software amortisation 17 123.3 112.1 235.8
other non-cash items 17 11.4 13.4 18.6
working capital movement 17 (14.7) (16.8) (97.1)
Cash generated from operations before acquisition related items 524.5 564.2 1,133.4
Cash outflow from acquisition related items 8 (23.9) (25.2) (42.0)
Income tax paid (84.1) (98.5) (180.5)
Cash inflow from operating activities 416.5 440.5 910.9
Cash flow from investing activities
Interest received 30.6 29.6 61.4
Purchase of property, plant and equipment and software (34.2) (24.8) (54.4)
Sale of property, plant and equipment and software 0.1 6.6 17.2
Purchase of businesses net of cash acquired 8 (24.8) (414.0) (636.2)
Disposal of businesses net of cash disposed 9 17.3 0.6 2.9
Cash outflow from investing activities (11.0) (402.0) (609.1)
Cash flow from financing activities
Interest paid excluding interest on lease liabilities (80.2) (63.5) (126.6)
Dividends paid 6 (66.7) (61.0) (228.6)
Increase in borrowings 16 495.2 148.1 561.7
Repayment of borrowings 16 (624.6) (130.9) (132.9)
Receipts on settlement of foreign exchange contracts 20.6 8.6 24.2
Payment of lease liabilities - principal 14 (94.1) (85.2) (178.2)
Payment of lease liabilities - interest 14 (19.4) (18.0) (38.5)
Proceeds from issue of ordinary shares to settle share options 2.0 4.5 7.0
Proceeds from exercise of market purchase share options 2.2 17.1 53.7
Purchase of own shares (117.8) - (247.9)
Purchase of employee trust shares (46.4) (75.2) (75.0)
Cash outflow from financing activities (529.2) (255.5) (381.1)
Decrease in cash, cash equivalents and overdrafts (123.7) (217.0) (79.3)
Cash, cash equivalents and overdrafts at start of the period 445.0 551.9 551.9
Decrease in cash, cash equivalents and overdrafts (123.7) (217.0) (79.3)
Currency translation (21.3) (15.8) (27.6)
Cash, cash equivalents and overdrafts at end of the period 15 300.0 319.1 445.0
Notes Six months Six months to 30.6.24 Year to 31.12.24
to 30.6.25 £m £m
Alternative performance measures* £m
Cash generated from operations before acquisition related items 564.2 1,133.4
524.5
Purchase of property, plant and equipment and software (34.2) (24.8) (54.4)
Sale of property, plant and equipment and software 0.1 6.6 17.2
Payment of lease liabilities 14 (113.5) (103.2) (216.7)
Operating cash flow 376.9 442.8 879.5
Adjusted operating profit 404.5 455.5 976.1
Add back depreciation of right-of-use assets 10 96.3 89.1 186.1
Deduct payment of lease liabilities 14 (113.5) (103.2) (216.7)
Lease adjusted operating profit 387.3 441.4 945.5
Cash conversion (operating cash flow as a percentage of lease adjusted 97% 100%
operating profit)
93%
Operating cash flow 376.9 442.8 879.5
Net interest paid excluding interest on lease liabilities (49.6) (33.9) (65.2)
Income tax paid (84.1) (98.5) (180.5)
Free cash flow 243.2 310.4 633.8
( )
* See Note 2 for further details of the alternative performance measures.
Notes
1. Basis of preparation and accounting policies
The condensed consolidated interim financial statements (the 'interim
financial statements') of Bunzl plc ('the Company') for the six months ended
30 June 2025, with comparative figures for the six months ended 30 June 2024,
are unaudited and do not constitute statutory accounts. However the external
auditors have carried out a review of the interim financial statements and
their report in respect of the six months ended 30 June 2025 is set out in the
Independent review report. The comparative figures for the year ended 31
December 2024 do not constitute the Company's statutory accounts for the year.
Those accounts have been reported on by the Company's auditors and delivered
to the Registrar of Companies. The report of the auditors was unqualified, did
not include a reference to any matters to which the auditors drew attention by
way of emphasis without qualifying their report and did not contain statements
under Section 498(2)(3) of the Companies Act 2006.
The interim financial statements for the six month period ended 30 June 2025
have been prepared in accordance with UK-adopted International Accounting
Standard 34, 'Interim Financial Reporting' (IAS 34), and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. The interim financial statements also comply with IAS 34 as
issued by the International Accounting Standards Board. The interim report
does not include all of the notes of the type normally included in the Annual
Report. Accordingly, this report is to be read in conjunction with the Annual
Report for the year ended 31 December 2024, which was prepared in accordance
with UK-adopted International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and the applicable legal requirements
of the Companies Act 2006.
The accounting policies adopted are consistent with those of the corresponding
interim reporting period and also the previous financial year except for the
estimation of income tax (see Note 5). The Group has adopted all relevant
amendments to existing standards issued by the IASB and UK Endorsement Board
that are effective from 1 January 2025 with no material impact on its
consolidated results or financial position.
Going concern
The directors, having reassessed the Group's principal risks and
uncertainties, consider it appropriate to adopt the going concern basis of
accounting in the preparation of the interim financial statements.
In reaching this conclusion, the directors noted the Group's operating cash
flow performance in the first half of the year and the substantial funding
available to the Group as described in the Financial Review. The directors
also considered a range of different forecast scenarios for the 18 month
period from the date of these financial statements to the end of December 2026
starting with a base case projection derived from the Group's 2025 forecasts
excluding any non-committed acquisition spend or changes in funding. The
resilience of the Group to a severe but plausible downside scenario was
factored into the directors' considerations. The severe but plausible downside
scenario included a 15% reduction in adjusted operating profit from the
potential for adverse impacts from the crystallisation of the principal
strategic and operational risks to the Group's organic growth and a reduction
in the Group cash conversion to 85%.
In addition, the Group has carried out a reverse stress test against the base
case to determine the level of performance that would result in a breach of
financial covenants. In order for a breach of covenants to occur during the 18
month period to the end of December 2026 the Group would need to experience a
reduction in EBITDA of over 40% compared with the base case.
In the severe but plausible downside scenario it was found that the Group was
resilient and in particular it remained in compliance with the relevant
financial covenants. The conditions required to create the reverse stress test
scenario were so severe that they were considered to be implausible. The
directors are therefore satisfied that the Group's forecasts, and the severe
but plausible downside scenario applied to them, show that there are no
material uncertainties over going concern, including no anticipated breach of
covenants, and therefore the going concern basis of preparation continues to
be appropriate.
Impact of Hyperinflation on the financial statements at 30 June 2025
The Group's interim financial statements include the results and financial
position of its Turkish operations restated to the measuring unit current at
the end of the period, with hyperinflationary gains and losses in respect of
monetary items being reported in finance expense. Comparative amounts
presented in the interim financial statements have not been restated. The
inflation rates used by the Group are the official rates published by the
Turkish Statistical Institute. The movement in the publicly available official
price index for the six months to 30 June 2025 was an increase of 17% (six
months to 30 June 2024: increase of 25%, year ended 31 December 2024: increase
of 44%).
IAS 29 requires that the income statement is adjusted for inflation in the
period and translated at the period-end foreign exchange rates and that
non-monetary assets and liabilities on the balance sheet are inflated to
reflect the change in purchasing power caused by inflation from the date of
initial recognition. For the period ended 30 June 2025, this resulted in an
increase in goodwill of £3.0m (six months to 30 June 2024: £4.8m, year ended
31 December 2024: £7.5m). The impacts on other non-monetary assets and
liabilities were immaterial. The impact to retained earnings during the period
was a gain of £6.5m (six months to 30 June 2024: £10.7m, year ended 31
December 2024: £17.1m). The total impact to the Condensed consolidated income
statement during the period was a charge of £3.6m (six months to 30 June
2024: £6.0m, year ended 31 December 2024: £9.8m) to profit after tax from
hyperinflation accounting adjustments, comprising a £3.6m adverse impact (six
months to 30 June 2024: £6.0m adverse impact, year ended 31 December 2024:
£9.9m adverse impact) on adjusted profit before tax.
When applying IAS 29 on an ongoing basis, comparatives in a stable currency
are not restated with the translation effect presented within other
comprehensive income during the period, and the effect of inflating opening
balances to the measuring unit current at the end of the reporting period
presented as a change in equity.
2. Alternative performance measures
In addition to the various performance measures defined under IFRS, the Group
reports a number of other measures that are designed to assist with the
understanding of the underlying performance of the Group and its businesses.
These measures are not defined under IFRS and, as a result, do not comply with
Generally Accepted Accounting Practice ('GAAP') and are therefore known as
'alternative performance measures'. Accordingly, these measures, which are not
designed to be a substitute for any of the IFRS measures of performance, may
not be directly comparable with other companies' alternative performance
measures. The principal alternative performance measures used within the
interim financial statements and the location of the reconciliation to
equivalent IFRS measures are shown and defined in the table below:
Organic revenue growth Revenue excluding the incremental impact of acquisitions and disposals
compared to revenue in prior periods at constant exchange
Underlying revenue growth Revenue excluding the incremental impact of acquisitions and disposals
compared to revenue in prior periods at constant exchange, adjusted for
differences in trading days between periods and adjusted to exclude growth in
excess of 26% per annum in hyperinflationary economies (reconciled in the
Financial review)
Adjusted operating profit Operating profit before amortisation excluding software, acquisition related
items through operating profit and non-recurring pension scheme
charges/credits (reconciled in the following tables and in the Condensed
consolidated income statement)
Operating margin Adjusted operating profit as a percentage of revenue
Adjusted finance expense Finance expense before interest on unwinding of discounting on deferred
consideration (reconciled in the following tables)
Adjusted profit before income tax Profit before income tax, amortisation excluding software, acquisition related
items, non-recurring pension scheme charges/credits and profit or loss on
disposal of businesses (reconciled in the following tables)
Adjusted profit for the period Profit for the period before amortisation excluding software, acquisition
related items, non-recurring pension scheme charges/credits, profit or loss on
disposal of businesses and the associated tax (reconciled in the following
tables)
Effective tax rate Tax on adjusted profit before income tax as a percentage of adjusted profit
before income tax (reconciled in Note 5)
Adjusted earnings per share Adjusted profit for the period attributable to the Company's equity holders
divided by the weighted average number of ordinary shares in issue (reconciled
in the following tables and in Note 7)
Adjusted diluted earnings per share Adjusted profit for the period attributable to the Company's equity holders
divided by the diluted weighted average number of ordinary shares (reconciled
in Note 7)
Operating cash flow Cash generated from operations before acquisition related items after
deducting purchases of property, plant and equipment and software and adding
back the proceeds from the sale of property, plant and equipment and software
and deducting the payment of lease liabilities (as shown in the Condensed
consolidated cash flow statement)
Free cash flow Operating cash flow after deducting payments for income tax and net interest
excluding interest on lease liabilities (as shown in the Condensed
consolidated cash flow statement)
Lease adjusted operating profit Adjusted operating profit after adding back the depreciation of right-of-use
assets and deducting the payment of lease liabilities (as shown in the
Condensed consolidated cash flow statement)
Cash conversion Operating cash flow as a percentage of lease adjusted operating profit (as
shown in the Condensed consolidated cash flow statement)
Working capital Inventories and trade and other receivables less trade and other payables,
excluding non-trading related receivables, non-trading related payables
(including those relating to acquisition payments) and dividends payable
(reconciled in Note 12)
Return on average operating capital The ratio of adjusted operating profit to the average of the month end
operating capital employed (being property, plant and equipment, right-of-use
assets, software, inventories and trade and other receivables less trade and
other payables)
Return on invested capital The ratio of adjusted operating profit to the average of the month end
invested capital (being equity after adding back net debt, lease liabilities,
net defined benefit pension scheme assets/liabilities, cumulative amortisation
excluding software, acquisition related items and amounts written off
goodwill, net of the associated tax)
Dividend cover The ratio of adjusted earnings per share to the total dividend per share
EBITDA Adjusted operating profit on a historical GAAP basis, before depreciation of
property, plant and equipment and software amortisation and after adjustments
as permitted by the Group's debt covenants, principally to exclude share
option charges and to annualise for the effect of acquisitions and disposal of
businesses
Net debt excluding lease liabilities Net debt excluding the carrying value of lease liabilities (reconciled in Note
16)
Covenant net debt to EBITDA Net debt excluding lease liabilities calculated at average exchange rates
divided by EBITDA
Adjusted net debt Net debt excluding lease liabilities and including total deferred and
contingent consideration (as reconciled in the financial review)
Adjusted net debt including lease liabilities Net debt including lease liabilities and total deferred and contingent
consideration (as reconciled in the financial review)
Adjusted net debt to EBITDA Adjusted net debt calculated at average exchange rates divided by EBITDA
adjusted for contractually agreed earnings targets
Adjusted net debt including lease liabilities to EBITDA Adjusted net debt including lease liabilities calculated at average exchange
rates divided by adjusted operating profit, before depreciation of property,
plant and equipment and right of use assets and software amortisation and
after adjustments to exclude share option charges and to annualise for the
effect of acquisitions and disposal of businesses adjusted for contractually
agreed earnings targets
Constant exchange rates Growth rates at constant exchange rates are calculated by retranslating the
results for the prior periods at the average exchange rates for the period
ended 30 June 2025 so that they can be compared without the distorting impact
of changes caused by foreign exchange translation. The exchange rates used for
2025 and 2024 can be found in the Financial review
There have been no new alternative performance measures during the period and
all alternative performance measures have been calculated consistently with
the methods applied in the consolidated financial statements for the year
ended 31 December 2024.
A number of the alternative performance measures listed above exclude the
charge for amortisation excluding software, acquisition related items,
non-recurring pension scheme charges/credits, profit or loss on disposal of
businesses and any associated tax, where relevant.
Acquisition related items through operating profit comprises deferred
consideration payments relating to the retention of former owners of
businesses acquired, transaction costs and expenses, adjustments to previously
estimated earn outs, customer relationships asset impairment charges, goodwill
impairment charges and interest on acquisition related income tax. Total
acquisition related items also includes interest on unwinding of discounting
deferred consideration, which is included in net finance expense. Amortisation
excluding software comprises amortisation of customer and supplier
relationships, brands and technology intangible assets. Acquisition related
items, amortisation (excluding software) and any associated tax are considered
by management to form part of the total spend on acquisitions or are non-cash
items resulting from acquisitions. The non-recurring pension scheme
charges/credit relate to non-recurring charges arising from the Group's
participation in a number of defined benefit pension schemes. In the period
ended 30 June 2025 there have been no non-recurring pension scheme credit. In
the period ended 30 June 2024 and year ended 31 December 2024 the
non-recurring pension scheme credit related to a gain on curtailment of the UK
defined benefit pension scheme following the scheme's closure to further
accrual in May 2024. Disposal of businesses relates to the profit on disposal
of a Safety business in North America on 31 January 2025. Disposal of
businesses in the period ended 30 June 2024 and year ended 31 December 2024
related to the loss on disposal of the Group's business in Argentina on 14
March 2024 and a healthcare business in Germany on 12 July 2024. None of these
items relate to the trading performance of the business. Accordingly, these
items are not taken into account by management when assessing the results of
the business and are removed in calculating the profitability measures by
which management assesses the performance of the Group. However, it should be
noted that they do exclude income and charges that nevertheless do impact the
Group's cash flow and GAAP financial performance.
Reconciliation of alternative performance measures to statutory measures
The principal profit related alternative performance measures, these being
adjusted operating profit, adjusted profit before income tax, adjusted profit
for the period and adjusted earnings per share are reconciled to the most
directly reconcilable statutory measures in the tables below.
Six months ended 30 June 2025
Adjusting items
Alternative performance measures Amortisation excluding software Acquisition related items Non-recurring pension scheme credit Statutory measures
£m £m £m £m Disposal of business £m
£m
Adjusted operating profit 404.5 (76.5) (27.5) - 300.5 Operating profit
Finance income 32.2 32.2 Finance income
Adjusted finance expense (91.1) (1.7) (92.8) Finance expense
Disposal of business - 10.2 10.2 Disposal of business
Adjusted profit before 345.6 (76.5) (29.2) - 10.2 250.1 Profit before
income tax income tax
Tax on adjusted profit (91.2) 20.0 4.3 - (1.1) (68.0) Income tax
Adjusted profit for the period 254.4 (56.5) (24.9) - 9.1 182.1 Profit for the period
Adjusted earnings per share attributable to the Company's equity holders 77.8p (17.3)p (7.6)p - 2.7p 55.6p Basic earnings per share attributable to the Company's equity holders
Six months ended 30 June 2024
Adjusting items
Alternative performance measures Amortisation excluding software Acquisition related items Non-recurring pension scheme credit Statutory measures
£m £m £m £m Disposal of business £m
£m
Adjusted operating profit 455.5 (69.9) (39.2) 3.2 349.6 Operating profit
Finance income 31.6 31.6 Finance income
Adjusted finance expense (78.4) (0.3) (78.7) Finance expense
Disposal of business (23.1) (23.1) Disposal of business
Adjusted profit before 408.7 (69.9) (39.5) 3.2 (23.1) 279.4 Profit before
income tax income tax
Tax on adjusted profit (104.2) 19.1 5.3 (0.8) (0.1) (80.7) Income tax
Adjusted profit for the period 304.5 (50.8) (34.2) 2.4 (23.2) 198.7 Profit for the period
Adjusted earnings per share attributable to the Company's equity holders 90.8p (15.2)p (10.1)p 0.6p (6.9)p 59.2p Basic earnings per share attributable to the Company's equity holders
Year ended 31 December 2024
Adjusting items
Alternative performance measures Amortisation excluding software Acquisition related items Non-recurring pension scheme credit Statutory measures
£m £m £m £m Disposal of businesses £m
£m
Adjusted operating profit 976.1 (148.3) (31.7) 3.2 799.3 Operating profit
Finance income 72.6 72.6 Finance income
Adjusted finance expense (175.8) (2.2) (178.0) Finance expense
Disposal of businesses - (20.3) (20.3) Disposal of businesses
Adjusted profit before 872.9 (148.3) (33.9) 3.2 (20.3) 673.6 Profit before
income tax income tax
Tax on adjusted profit (222.4) 42.8 7.8 (0.8) - (172.6) Income tax
Adjusted profit for the period 650.5 (105.5) (26.1) 2.4 (20.3) 501.0 Profit for the period
Adjusted earnings per share attributable to the Company's equity holders 194.3p (31.5)p (7.8)p 0.7p (6.1)p 149.6p Basic earnings per share attributable to the Company's equity holders
3. Segment analysis
The Group results are reported as four business areas based on geographical
regions which are reviewed regularly by the Company's chief operating decision
maker, the Board of directors. Across the Group, the vast majority of revenue
is generated from the delivery of goods to customers representing a single
performance obligation which is satisfied upon delivery of the relevant goods.
The Group's revenue and financial results have not historically been subject
to significant seasonal trends. The principal results reviewed for each
business area are revenue and adjusted operating profit.
Six months ended 30 June 2025 North Continental UK & Rest of the
America Europe Ireland World Corporate Total
£m £m £m £m £m £m
Revenue 3,062.8 1,186.4 904.2 606.2 5,759.6
Adjusted operating profit/(loss) 197.0 94.4 59.9 70.3 (17.1) 404.5
Amortisation excluding software (26.3) (21.8) (13.9) (14.5) (76.5)
Acquisition related items through operating profit (1.8) (4.8) (5.9) (15.0) (27.5)
Operating profit/(loss) 168.9 67.8 40.1 40.8 (17.1) 300.5
Finance income 32.2
Finance expense (92.8)
Disposal of business 10.2
Profit before income tax 250.1
Adjusted profit before income tax 345.6
Income tax (68.0)
Profit for the period 182.1
Operating margin 6.4% 8.0% 6.6% 11.6% 7.0%
Return on average operating capital 43.8% 36.0% 38.1% 36.3% 38.8%
Six months ended 30 June 2024 North Continental UK & Rest of the
America Europe Ireland World Corporate Total
£m £m £m £m £m £m
Revenue 3,234.8 1,186.9 689.1 600.7 5,711.5
Adjusted operating profit/(loss) 239.1 106.7 52.6 73.0 (15.9) 455.5
Amortisation excluding software (28.5) (21.1) (6.8) (13.5) (69.9)
Acquisition related items through operating profit (3.5) (12.0) (13.6) (10.1) (39.2)
Non-recurring pension scheme credit - - - - 3.2 3.2
Operating profit/(loss) 207.1 73.6 32.2 49.4 (12.7) 349.6
Finance income 31.6
Finance expense (78.7)
Disposal of business (23.1)
Profit before income tax 279.4
Adjusted profit before income tax 408.7
Income tax (80.7)
Profit for the period 198.7
Operating margin 7.4% 9.0% 7.6% 12.2% 8.0%
Return on average operating capital 48.6% 45.0% 56.4% 37.7% 45.3%
Year ended 31 December 2024 North America Continental Europe UK & Ireland Rest of the World
Corporate Total
£m £m £m £m £m £m
Revenue 6,568.1 2,377.1 1,625.8 1,205.4 11,776.4
Adjusted operating profit/(loss) 515.6 210.8 135.1 146.2 (31.6) 976.1
Amortisation excluding software (55.9) (42.7) (20.7) (29.0) (148.3)
Acquisition related items through operating profit (0.8) (10.4) 5.1 (25.6) (31.7)
Non-recurring pension scheme credit - - - - 3.2 3.2
Operating profit/(loss) 458.9 157.7 119.5 91.6 (28.4) 799.3
Finance income 72.6
Finance expense (178.0)
Disposal of businesses (20.3)
Profit before income tax 673.6
Adjusted profit before income tax 872.9
Income tax (172.6)
Profit for the year 501.0
Operating margin 7.9% 8.9% 8.3% 12.1% 8.3%
Return on average operating capital 47.5% 40.8% 45.4% 38.9% 43.2%
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
Acquisition related items through operating profit £m £m £m
Deferred consideration payments relating to the retention of 24.3 20.1 45.5
former owners of businesses acquired
Transaction costs and expenses 5.7 16.6 25.9
Adjustments to previously estimated earn outs and minority options (2.5) 0.2 (42.0)
27.5 36.9 29.4
Customer relationship impairment charges (Note 11) - 2.3 2.3
27.5 39.2 31.7
4. Finance income/(expense)
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Interest on cash and cash equivalents 20.2 22.1 46.7
Interest income from foreign exchange contracts 10.8 7.7 19.9
Net interest income on defined benefit pension schemes in surplus 1.0 1.6 3.1
Interest related to income tax - - 1.8
Other finance income 0.2 0.2 1.1
Finance income 32.2 31.6 72.6
Interest on loans and overdrafts (63.8) (55.8) (122.4)
Lease interest expense (19.4) (18.0) (38.5)
Interest expense from foreign exchange contracts (6.0) (0.5) (6.1)
Net interest expense on defined benefit pension schemes in deficit (0.3) (0.3) (0.7)
Fair value (loss)/gain on US private placement notes and senior bonds in a 8.3 3.9
hedge relationship
(19.4)
Fair value gain/(loss) on interest rate swaps in a hedge relationship 19.1 (8.4) (4.1)
Foreign exchange loss on intercompany funding (21.6) (12.4) (35.5)
Foreign exchange gain on external debt and foreign exchange forward contracts 11.6 34.8
21.8
Interest related to income tax - - (1.4)
Monetary loss from hyperinflation accounting(1) (1.2) (2.0) (3.6)
Other finance expense (0.3) (0.9) (2.2)
Adjusted finance expense (91.1) (78.4) (175.8)
Interest on unwinding of discounting on deferred consideration (1.7) (0.3) (2.2)
Finance expense (92.8) (78.7) (178.0)
Net finance expense (60.6) (47.1) (105.4)
(1)See Note 1 for further details.
The foreign exchange loss on intercompany funding in the six month period to
30 June 2025 arises as a result of the retranslation of foreign currency
intercompany loans. This loss on intercompany funding is substantially matched
by the foreign exchange gain on external debt and foreign exchange forward
contracts not in a hedge relationship, which minimises the foreign currency
exposure in the Condensed consolidated income statement.
5. Income tax
The tax charge for the interim financial statements is determined by applying
the weighted average statutory tax rate based on full year forecast profits to
the actual profits for the first half of the year, and then adjusting for
non-taxable or deductible items that affect the profits of the first half of
the year. Where tax balances are revised due to changes in tax rates or
estimates of tax liabilities for prior periods, the full effect on the income
statement is included in the tax charge for the first half of the year.
In assessing the underlying performance of the Group, management uses adjusted
profit before income tax. The tax effect of the adjusting items (see Note 2)
is excluded in monitoring the effective tax rate (being the tax rate on
adjusted profit before income tax) which is shown in the table below:
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Income tax on profit 68.0 80.7 172.6
Tax associated with adjusting items 23.2 23.5 49.8
Tax on adjusted profit 91.2 104.2 222.4
Profit before income tax 250.1 279.4 673.6
Adjusting items 95.5 129.3 199.3
Adjusted profit before income tax 345.6 408.7 872.9
Reported tax rate 27.2% 28.9% 25.6%
Effective tax rate 26.4% 25.5% 25.5%
The adjustments to the tax charge at the weighted average rate to determine
the income tax on profit for the period are as follows:
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Profit before income tax 250.1 279.4 673.6
Weighted average rate 25.5% 25.5% 25.1%
Tax charge at weighted average rate 63.7 71.2 168.9
Effects of:
non-deductible expenditure 5.5 12.0 9.7
impact of intercompany finance (0.5) (0.4) 1.4
change in tax rates - 0.2 (0.4)
Inflation: tax and accounting impacts - 0.3 1.3
prior year adjustments (0.4) (2.7) (7.9)
other current year items (0.3) 0.1 (0.4)
Income tax on profit 68.0 80.7 172.6
The Group is subject to the global minimum tax regime known as Pillar 2 and
any additional taxes from this are included within the income tax expense. No
significant tax liabilities are expected from Pillar 2 taxes for the current
year.
6. Dividends
Total dividends for the periods in which they are recognised are:
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
2023 interim 61.0 61.0
2023 final 167.6 167.6
2024 interim 66.7
2024 final 175.5
Total 242.2 228.6 228.6
Total dividends per share for the periods to which they relate are:
Per share
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
2024 interim 20.1p 20.1p
2024 final 53.8p
2025 interim 20.2p
Total 20.2p 20.1p 73.9p
The 2025 interim dividend of 20.2p per share will be paid on 5 January 2026 to
shareholders on the register at the close of business on 14 November 2025. The
2025 interim dividend will comprise approximately £66m of cash.
7. Earnings per share
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Profit for the period attributable to the Company's equity holders 181.9 198.7 500.4
Adjusted for:
amortisation excluding software 76.5 69.9 148.3
acquisition related items 29.2 39.5 33.9
(profit)/loss on disposal of businesses (10.2) 23.1 20.3
non-recurring pension scheme credit - (3.2) (3.2)
tax credit on adjusting items (23.2) (23.5) (49.8)
Adjusted profit for the period attributable to the Company's equity holders 254.2 304.5 649.9
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
Basic weighted average number of ordinary shares in issue (million) 326.9 335.4 334.4
Dilutive effect of employee share plans (million) 1.1 2.1 2.1
Diluted weighted average number of ordinary shares (million) 328.0 337.5 336.5
Basic earnings per share attributable to the Company's equity holders 55.6p 59.2p 149.6p
Adjustment (Note 2) 22.2p 31.6p 44.7p
Adjusted earnings per share attributable to the Company's equity holders 77.8p 90.8p 194.3p
Diluted basic earnings per share attributable to the Company's equity holders 55.5p 58.8p 148.7p
Adjustment (Note 2) 22.0p 31.4p 44.4p
Adjusted diluted earnings per share attributable to the Company's equity 77.5p 90.2p 193.1p
holders
8. Acquisitions
Acquisitions involving the purchase of the acquiree's share capital or, as the
case may be, the relevant assets of the businesses acquired, have been
accounted for under the acquisition method of accounting. A key part of the
Group's strategy is to grow through acquisition. The Group has developed a
process to assist with the identification of the fair values of the assets
acquired and liabilities assumed, including the separate identification of
intangible assets in accordance with IFRS 3 'Business Combinations' as
revised. This formal process is applied to each acquisition and involves an
assessment of the assets acquired and liabilities assumed with assistance
provided by external valuation specialists where appropriate. Until this
assessment is complete, the allocation period remains open up to a maximum of
12 months from the relevant acquisition date. At 30 June 2025 the allocation
period for all acquisitions completed since 1 July 2024 remained open and
accordingly the fair values presented are provisional.
Adjustments are made to the assets acquired and liabilities assumed during the
allocation period to the extent that further information and knowledge come to
light that more accurately reflect conditions at the acquisition date.
Adjustments are made to the value of assets acquired to reflect more
accurately the estimated realisable or settlement value. Similarly,
adjustments are made to acquired liabilities to record onerous commitments or
other commitments existing at the acquisition date but not recognised by the
acquiree. Adjustments are also made to reflect the associated tax effects.
During the six months to 30 June 2025 adjustments have been recognised to the
fair value of assets and liabilities acquired related to acquisitions made in
the prior year, resulting in a net increase to intangible assets of £3.1m.
Given the immaterial amounts involved, the fair value of assets and
liabilities acquired as reported in the prior year have not been restated.
The consideration in respect of acquisitions comprises amounts paid on
completion and deferred consideration. The consideration has been allocated
against the identified net assets, with the balance recorded as goodwill. Any
payments that are contingent on future employment, including payments which
are contingent on the retention of former owners of businesses acquired, are
charged to the income statement. Transaction costs and expenses such as
professional fees are charged to operating profit in the income statement.
Given the structure of acquisitions and the quantum of deferred consideration
in recent years, the Group recognises interest on unwinding of discounting
deferred consideration, where applicable, which is charged to finance expense
in the income statement.
For each of the businesses acquired and announced during the period, the name
of the business, the market sector served, its location and date of
acquisition, as well as the estimated annualised revenue are separately
disclosed. The remaining disclosures required by IFRS 3 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 or profit measures (on an annualised basis) or the
relevant amounts on the balance sheet is greater than 5%. Management also
applies judgement in considering whether there are any material qualitative
differences from other acquisitions made.
Six months ended 30 June 2025
Summary details of the businesses acquired or agreed to be acquired during the
period ended 30 June 2025 are shown in the table below:
Acquisition date Percentage of share capital acquired Annualised
2025 revenue
Business Sector Country £m
Inpakomed Healthcare Netherlands 31 March 2025 100% 2.7
Acquisition completed in the current period 2.7
Hospitalia Healthcare Chile 8 July 2025 100% 21.9
Solupack Foodservice Brazil 31 July 2025 70% 15.4
Acquisitions agreed in the current period 40.0
There were no individually significant acquisitions during the six months
ended 30 June 2025. The acquisition of Nisbets on 22 May 2024 was considered
to be individually significant due to its impact on intangible assets and was
therefore separately disclosed for the year ended 31 December 2024.
A summary of the effect of acquisitions in the six months ended 30 June 2025
and 30 June 2024 and for the year ended 31 December 2024 is shown below:
Total Total Nisbets Other Total
30.6.25 30.6.24 31.12.24 31.12.24 31.12.24
£m £m £m £m £m
Customer and supplier relationships (5.9) 258.5 124.6 160.0 284.6
Brands - - 78.3 5.0 83.3
Property, plant and equipment and software (1.3) 62.2 62.5 9.2 71.7
Right-of-use assets 0.3 62.9 55.7 17.3 73.0
Net working capital (5.2) 59.1 33.6 69.2 102.8
Net cash 0.3 41.3 43.4 16.5 59.9
External debt - (5.6) (5.6) (0.7) (6.3)
Provisions - (24.4) (10.5) (22.3) (32.8)
Lease liabilities (0.4) (62.9) (55.7) (18.0) (73.7)
Income tax payable and deferred tax assets/(liabilities) 3.5 (63.2) (45.8) (65.4) (111.2)
Fair value of net (liabilities)/assets acquired (8.7) 327.9 280.5 170.8 451.3
Less non-controlling Interests - - (2.7) - (2.7)
Goodwill 12.6 214.9 187.5 170.3 357.8
Consideration 3.9 542.8 465.3 341.1 806.4
Satisfied by:
cash consideration 3.9 443.6 377.6 297.6 675.2
deferred consideration - 99.2 87.7 43.5 131.2
3.9 542.8 465.3 341.1 806.4
Contingent payments relating to the retention of former owners 0.8 52.4 42.1 50.7 92.8
Interest relating to discounting of deferred consideration - 15.1 15.1 2.2 17.3
Net cash acquired (0.3) (41.3) (43.4) (16.5) (59.9)
Transaction costs and expenses 5.7 16.6 12.4 13.5 25.9
Total committed spend in respect of acquisitions completed in the current 10.1 585.6 491.5 391.0 882.5
period
Spend on acquisitions committed but not completed at the period end 72.3 65.7 - - -
Total committed spend in respect of acquisitions agreed in the current period 82.4 651.3 491.5 391.0 882.5
The net cash outflow in respect of acquisitions comprised:
Total Total Nisbets Others Total
30.6.25 30.6.24 31.12.24 31.12.24 31.12.24
£m £m £m £m £m
Cash consideration 3.9 443.6 377.6 297.6 675.2
Net cash acquired (0.3) (41.3) (43.4) (16.5) (59.9)
Deferred consideration payments 21.2 11.7 - 20.9 20.9
Net cash outflow on purchase of businesses 24.8 414.0 334.2 302.0 636.2
Transaction costs and expenses paid 6.1 11.7 11.0 14.6 25.6
Payments relating to retention of former owners 17.8 13.5 - 16.4 16.4
Cash outflow from acquisition related items 23.9 25.2 11.0 31.0 42.0
Total cash outflow in respect of acquisitions 48.7 439.2 345.2 333.0 678.2
Acquisitions completed in the six months ended 30 June 2025 contributed £0.6m
(six months ended 30 June 2024: £68.6m; year ended 31 December 2024:
£398.3m) to the Group's revenue, £0.2m (six months ended 30 June 2024:
£5.1m; year ended 31 December 2024: £34.8m) to the Group's adjusted
operating profit and £0.2m (six months ended 30 June 2024: £3.4m; year ended
31 December 2024: £20.1m) to the Group's operating profit for the six months
ended 30 June 2025.
The estimated contributions from acquisitions completed in the period to the
results of the Group if such acquisitions had been made at the beginning of
the respective periods, are as follows:
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Revenue 1.4 289.7 744.2
Adjusted operating profit 0.5 21.6 72.0
Deferred consideration
The table below gives further details of the Group's deferred consideration
liabilities.
30.6.25 30.6.24 31.12.24
£m £m £m
Minority options - acquisition of non-controlling interest 140.5 160.4 158.4
Earn outs 47.5 51.2 33.7
Deferred consideration held at fair value 188.0 211.6 192.1
Minority options - retention payments of former owners 46.3 42.4 50.3
Other 8.7 10.0 15.8
Total deferred consideration 243.0 264.0 258.2
Current 30.9 51.8 43.6
Non-current 212.1 212.2 214.6
Total deferred consideration 243.0 264.0 258.2
Expected future payments which are contingent on the continued retention of 93.0 131.2 117.2
former owners of businesses acquired not yet recognised on balance sheet
Total deferred and contingent consideration - on and off balance sheet 336.0 395.2 375.4
The maturity profile of total deferred and contingent consideration is set out
in the table below.
30.6.25 30.6.24 31.12.24
£m £m £m
Within one year 30.9 57.5 44.2
After one year but within two years 138.0 28.7 19.3
After two years but within five years 155.6 298.5 301.3
After five years 11.5 10.5 10.6
336.0 395.2 375.4
Year ended 31 December 2024
Summary details of the businesses acquired or agreed to be acquired during the
year ended 31 December 2024 are shown in the table below:
Percentage of share capital acquired Annualised
revenue
Business Sector Country Acquisition date £m
2024
Pamark Foodservice, Healthcare, Cleaning & Hygiene and Safety Finland 29 February 100% 53.3
Nisbets Foodservice United Kingdom 23 May 80% 474.9
Clean Spot Cleaning & Hygiene Canada 18 June 100% 4.3
Sistemas De Embalaje Anper Other Spain 28 June 100% 24.9
Holland Packaging Retail Netherlands 29 June 75% 15.0
RCL Implantes Healthcare Brazil 03 July 100% 15.6
Powervac Cleaning & Hygiene Australia 31 July 100% 4.5
Cermerón Foodservice Spain 30 August 100% 10.3
Cubro Group Healthcare New Zealand 30 September 72% 45.7
DBM Medical Group Healthcare New Zealand 30 September 75% 8.7
Arrow County Holdings Limited Cleaning & Hygiene United Kingdom 22 October 100% 27.1
C&C Group Foodservice United Kingdom 29 October 100% / 80% 26.7
Comodis Cleaning & Hygiene France 01 December 100% 20.7
Others* 12.5
Acquisitions agreed and completed in the current year 744.2
*Others includes two acquisitions agreed in 2024.
9. Disposal of businesses
The Group completed the disposal of a Safety business in North America on 31
January 2025. Disposal of businesses in the period ended 30 June 2024 and year
ended 31 December 2024 related to the loss on disposal of the Group's business
in Argentina on 14 March 2024 and a healthcare business in Germany on 12 July
2024.
The profit/loss on disposal of businesses comprised:
Profit/(loss) on disposal of businesses Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Cash consideration received 18.0 1.0 4.4
Net assets disposed (9.9) (4.8) (6.0)
Recycling of historical foreign exchange gains/(loss) 5.7 (19.3) (18.7)
Transaction costs and provisions (3.6) - -
Profit/(loss) on disposal of businesses 10.2 (23.1) (20.3)
The net cash inflow in the period in respect of disposal of business
comprised:
Cash flow from disposal of businesses Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Cash consideration received 18.0 1.0 4.4
Cash and cash equivalents disposed - (0.4) (1.5)
Transaction costs paid (0.7) - -
Net cash inflow 17.3 0.6 2.9
10. Right-of-use assets
Six months ended 30 June 2025
Property Motor Vehicles Equipment Total
Net book value £m £m £m £m
Beginning of period 577.7 83.9 36.0 697.6
Acquisitions (Note 8) 0.3 - - 0.3
Additions 25.9 17.3 4.7 47.9
Depreciation charge in the period (73.0) (17.2) (6.1) (96.3)
Remeasurement adjustments 20.9 1.5 1.0 23.4
Currency translation (14.1) (1.6) (1.8) (17.5)
As at 30 June 2025 537.7 83.9 33.8 655.4
Six months ended 30 June 2024
Property Motor Vehicles Equipment Total
Net book value £m £m £m £m
Beginning of period 520.0 68.8 27.5 616.3
Acquisitions (Note 8) 57.6 4.7 0.6 62.9
Transferred to assets held for sale (0.2) (0.2) - (0.4)
Additions 62.0 23.9 10.6 96.5
Depreciation charge in the period (68.4) (15.0) (5.7) (89.1)
Remeasurement adjustments 36.4 (0.6) 0.5 36.3
Currency translation (5.6) (0.6) (0.1) (6.3)
As at 30 June 2024 601.8 81.0 33.4 716.2
Year ended 31 December 2024
Property Motor Vehicles Equipment Total
Net book value £m £m £m £m
Beginning of year 520.0 68.8 27.5 616.3
Acquisitions (Note 8) 69.8 2.9 0.3 73.0
Disposal of businesses (0.2) (0.1) (0.1) (0.4)
Transferred to assets held for sale (1.5) - - (1.5)
Additions 97.9 44.4 19.0 161.3
Depreciation charge in the year (142.8) (31.6) (11.7) (186.1)
Remeasurement adjustments 47.8 0.8 1.2 49.8
Currency translation (13.3) (1.3) (0.2) (14.8)
As at 31 December 2024 577.7 83.9 36.0 697.6
11. Intangible assets
Six months ended 30 June 2025
Goodwill Customer and supplier Brands Technology Software Total
relationships
£m £m £m £m £m £m
Cost
Beginning of period 2,297.8 2,653.5 130.6 8.8 130.1 5,220.8
Acquisitions (Note 8) 12.6 (5.9) - - - 6.7
Adjustment for hyperinflation accounting(1) 3.0 - - - - 3.0
Additions 5.8 5.8
Disposals (3.1) (3.1)
Currency translation (35.6) (44.8) (1.9) 0.3 (1.4) (83.4)
End of period 2,277.8 2,602.8 128.7 9.1 131.4 5,149.8
Accumulated amortisation and impairment
Beginning of period 11.7 1,417.7 14.2 3.5 89.9 1,537.0
Amortisation charge in the period 70.5 5.1 0.9 5.8 82.3
Disposals (3.1) (3.1)
Currency translation (0.8) (22.1) (0.6) 0.1 (0.8) (24.2)
End of period 10.9 1,466.1 18.7 4.5 91.8 1,592.0
Net book value at 2,266.9 1,136.7 110.0 4.6 39.6 3,557.8
30 June 2025
Six months ended 30 June 2024
Goodwill Customer and supplier Brands Technology Software Total
relationships
£m £m £m £m £m £m
Cost
Beginning of period 2,020.7 2,494.5 48.5 9.3 116.8 4,689.8
Acquisitions (Note 8) 214.9 258.5 - - 3.8 477.2
Disposal of business (Note 9) (2.8) (3.2) - - (0.1) (6.1)
Adjustment for hyperinflation accounting(1) 4.8 0.9 - - - 5.7
Additions 6.5 6.5
Disposals (0.5) (0.5)
Transferred to assets held for sale (0.5) (12.2) - - (0.3) (13.0)
Currency translation (38.8) (52.1) (0.5) (0.2) (2.2) (93.8)
End of period 2,198.3 2,686.4 48.0 9.1 124.0 5,065.8
Accumulated amortisation and impairment
Beginning of period 11.8 1,343.7 7.4 1.8 83.0 1,447.7
Amortisation charge in the period 67.5 1.6 0.8 5.3 75.2
Impairment charge in the period - 2.3 - - - 2.3
Disposal of business (Note 9) - (2.6) - - (0.1) (2.7)
Adjustment for hyperinflation accounting(1) 0.7 - - - 0.7
Disposals (0.5) (0.5)
Transferred to assets held for sale - (8.5) - - (0.2) (8.7)
Currency translation (0.1) (27.0) - (0.1) (0.9) (28.1)
End of period 11.7 1,376.1 9.0 2.5 86.6 1,485.9
Net book value at 2,186.6 1,310.3 39.0 6.6 37.4 3,579.9
30 June 2024
Year ended 31 December 2024
Goodwill Customer and supplier relationships Brands Technology Software Total
£m £m £m £m £m £m
Cost
Beginning of year 2,020.7 2,494.5 48.5 9.3 116.8 4,689.8
Acquisitions (Note 8) 357.8 284.6 83.3 - 4.2 729.9
Disposal of businesses (3.3) (15.4) - - (0.3) (19.0)
Adjustment for hyperinflation accounting(1) 7.5 0.9 - - - 8.4
Additions 14.1 14.1
Disposals (2.1) (2.1)
Transferred to assets held for sale (1.7) - - - - (1.7)
Currency translation (83.2) (111.1) (1.2) (0.5) (2.6) (198.6)
End of year 2,297.8 2,653.5 130.6 8.8 130.1 5,220.8
Accumulated amortisation and impairment
Beginning of year 11.8 1,343.7 7.4 1.8 83.0 1,447.7
Amortisation charge in year 139.4 7.1 1.8 11.9 160.2
Impairment charge in year - 2.3 - - - 2.3
Disposal of businesses (11.2) - - (0.3) (11.5)
Adjustment for hyperinflation accounting(1) 0.7 - - - 0.7
Disposals (2.1) (2.1)
Currency translation (0.1) (57.2) (0.3) (0.1) (2.6) (60.3)
End of year 11.7 1,417.7 14.2 3.5 89.9 1,537.0
Net book value at 2,286.1 1,235.8 116.4 5.3 40.2 3,683.8
31 December 2024
(1)See Note 1 for further details.
Goodwill, customer and supplier relationships, brands and technology
intangible assets have been acquired as part of business combinations. Further
details of acquisitions made in the period are set out in Note 8.
The Group has completed an impairment assessment in relation to the carrying
value of goodwill as at 30 June 2025. Based on this assessment, no impairment
was identified and there were no reasonably possible changes in key
assumptions that would result in a material change to the carrying amounts of
goodwill in the next 12 months. The Group also considered whether there were
any indicators that individual customer and supplier relationships, brands and
technology intangible assets were impaired. As a result, triggers were
identified and impairment tests were performed in relation to a small number
of immaterial customer and supplier relationship intangible assets. Based on
our impairment testing, no impairments were identified to the carrying value
of customer and supplier relationships, brands and technology intangible
assets as at 30 June 2025.
12. Working Capital
30.6.25 30.6.24 31.12.24
£m £m £m
Inventories 1,636.2 1,633.3 1,760.9
Trade and other receivables 1,632.8 1,662.4 1,634.1
Trade and other payables - current (2,210.6) (2,303.6) (2,206.1)
Add back net non-trading related receivables and payables 1.3 28.1 21.3
Add back dividends payable 175.5 167.6 -
1,235.2 1,187.8 1,210.2
See Note 17 for the cash flow impact of movements in working capital which
exclude the impact from foreign exchange movements and acquisitions.
13. Financial instruments
The following financial assets and liabilities are held at fair value:
30.6.25 30.6.24 31.12.24
Financial assets £m £m £m
Interest rate derivatives in fair value hedges 5.8 - -
Foreign exchange derivatives in cash flow hedges 0.5 1.1 4.8
Foreign exchange derivatives in net investment hedges 9.5 5.9 13.3
Other foreign exchange and interest rate derivatives 5.9 7.0 9.9
Total derivative financial assets 21.7 14.0 28.0
Money market funds 18.7 - 63.8
Total financial assets held at fair value 40.4 14.0 91.8
Current derivative financial assets 15.9 13.9 28.0
Non-current derivative financial assets 5.8 0.1 -
Total derivative financial assets 21.7 14.0 28.0
30.6.25 30.6.24 31.12.24
Financial liabilities £m £m £m
Interest rate derivatives in fair value hedges (69.4) (87.0) (82.8)
Foreign exchange derivatives in cash flow hedges (5.1) (0.9) (0.1)
Foreign exchange derivatives in net investment hedges (12.0) (9.8) (9.1)
Other foreign exchange derivatives (4.0) (1.1) (6.6)
Total derivative financial liabilities (90.5) (98.8) (98.6)
Other payables held at fair value (188.0) (211.6) (192.1)
Total financial liabilities held at fair value (278.5) (310.4) (290.7)
Current derivative financial liabilities (21.1) (11.8) (15.8)
Non-current derivative financial liabilities (69.4) (87.0) (82.8)
Total derivative financial liabilities (90.5) (98.8) (98.6)
Financial assets and liabilities stated as being measured at fair value in the
tables above (including all derivative financial instruments), with the
exception of money market funds and other payables, have carrying amounts
where the fair value is, and has been throughout the year, a level two fair
value measurement. Level two fair value measurements use inputs other than
quoted prices that are observable for the relevant asset or liability, either
directly or indirectly. The fair values of financial assets and liabilities
stated at level two fair value have been determined by discounting expected
future cash flows, translated at the appropriate balance sheet date exchange
rates and adjusted for counterparty or own credit risk as applicable. Money
market funds have a fair value which is a level one fair value measurement, as
this is determined by utilising unadjusted quoted prices in active markets as
at the balance sheet date. Other payables measured at fair value relate to
earn outs and minority options, excluding elements relating to the retention
of former owners, on businesses acquired. This is a level three fair value
which is initially measured based on the expected future profitability of the
businesses acquired at the acquisition date and subsequently reassessed at
each reporting date based on the most recent data available on the expected
profitability of the businesses acquired. These balances are sensitive to a
change in the expected profitability of the businesses acquired. A 1% increase
in the expected profitability of the relevant businesses acquired would result
in an increase to other payables of £2.1m and 1% decrease in the expected
profitability would result in a decrease of £2.1m.
There were no transfers between levels for recurring fair value measurements
during the period.
The fair values of all financial instruments approximate to their book values,
with the exception of the US private placement notes and the senior bonds
which are held at amortised cost. The fair value of all US private placement
notes which are held at amortised cost, using market prices at 30 June 2025,
was £553.1m (30 June 2024: £749.6m; 31 December 2024: £761.6m), compared to
a carrying value of £574.3m (30 June 2024: £797.3m; 31 December 2024:
£802.0m). The fair value of the senior bonds which are held at amortised
cost, using market prices at 30 June 2025, was £1,264.4m (30 June 2024:
£615.5m, 31 December 2024: £968.2m) compared to a carrying value of
£1,254.4m (30 June 2024: £615.2m, 31 December 2024: £1,027.2m).
14. Lease liabilities
The Group leases certain property, plant, equipment and vehicles under
non-cancellable operating lease agreements. These leases have varying terms
and renewal rights.
Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
Movement in lease liabilities £m £m £m
Beginning of period 754.1 664.5 664.5
Acquisitions (Note 8) 0.4 62.9 73.7
Disposal of businesses (Note 9) - - (0.4)
Transferred to liabilities held for sale - (0.4) (1.6)
New leases 47.9 96.5 161.3
Interest charge in the period 19.4 18.0 38.5
Payment of lease liabilities (113.5) (103.2) (216.7)
Remeasurement adjustments 23.9 36.3 50.4
Currency translation (19.7) (6.4) (15.6)
End of period 712.5 768.2 754.1
Ageing of lease liabilities:
Current lease liabilities 176.9 179.1 180.4
Non-current lease liabilities 535.6 589.1 573.7
End of period 712.5 768.2 754.1
15. Cash, cash equivalents and overdrafts and net debt
30.6.25 30.6.24 31.12.24
£m £m £m
Cash at bank and in hand 462.3 1,381.4 1,369.1
Money market funds 18.7 - 63.8
Cash and cash equivalents 481.0 1,381.4 1,432.9
Bank overdrafts (181.0) (1,062.3) (987.9)
Cash, cash equivalents and overdrafts 300.0 319.1 445.0
Interest bearing loans and borrowings - current liabilities (68.5) (475.4) (619.2)
Interest bearing loans and borrowings - non-current liabilities (1,766.5) (1,090.7) (1,361.7)
Derivatives managing interest rate risk and currency profile of the debt (64.3) (85.2) (75.5)
Net debt excluding lease liabilities (1,599.3) (1,332.2) (1,611.4)
Lease liabilities (712.5) (768.2) (754.1)
Total net debt including lease liabilities (2,311.8) (2,100.4) (2,365.5)
The cash at bank and in hand and bank overdrafts amounts included in the table
above include the amounts associated with the Group's cash pool. The cash
pool enables the Group to access cash in its subsidiaries to pay down the
Group's borrowings. The Group has the legal right of set-off of balances
within the cash pool which is an enforceable right. The cash at bank and in
hand and bank overdrafts figures net of the amounts in the cash pool are
disclosed below for reference:
30.6.25 30.6.24 31.12.24
£m £m £m
Cash at bank and in hand net of amounts in the cash pool 300.3 354.7 406.9
Money market funds 18.7 - 63.8
Bank overdrafts net of amounts in the cash pool (19.0) (35.6) (25.7)
Cash, cash equivalents and overdrafts 300.0 319.1 445.0
16. Movement in net debt
Cash, cash equivalents and overdrafts Interest bearing loans and borrowings Derivatives Net debt
Six months ended 30 June 2025 £m £m £m £m
Beginning of period excluding lease liabilities 445.0 (1,980.9) (75.5) (1,611.4)
Cash flow excluding movements in other components of net debt 65.3 - - 65.3
Interest paid excluding interest on lease liabilities (80.2) - - (80.2)
Increase in borrowings 495.2 (495.2) - -
Repayment of borrowings (624.6) 624.6 - -
Receipts on settlement of foreign exchange contracts 20.6 - (20.6) -
Net cash outflow (123.7) 129.4 (20.6) (14.9)
Non-cash movement in debt - (22.4) 19.3 (3.1)
Realised gain on foreign exchange contracts - - 20.6 20.6
Currency translation (21.3) 38.9 (8.1) 9.5
End of period excluding lease liabilities 300.0 (1,835.0) (64.3) (1,599.3)
Lease liabilities - (712.5) - (712.5)
End of period including lease liabilities 300.0 (2,547.5) (64.3) (2,311.8)
Cash, cash equivalents and overdrafts Interest bearing loans and borrowings Derivatives Net debt
Six months ended 30 June 2024 £m £m £m £m
Beginning of period excluding lease liabilities 551.9 (1,547.1) (90.3)) (1,085.5)
Cash flow excluding movements in other components of net debt (179.3) - - (179.3)
Interest paid excluding interest on lease liabilities (63.5) - - (63.5)
Increase in borrowings 148.1 (148.1) - -
Repayment of borrowings (130.9) 130.9 - -
Receipts on settlement of foreign exchange contracts 8.6 - (8.6) -
Net cash outflow (217.0) (17.2) (8.6) (242.8)
Non-cash movement in debt - 10.1 (8.5) 1.6
Loans and borrowings recognised on acquisition - (5.6) - (5.6)
Realised gain on foreign exchange contracts - - 8.6 8.6
Currency translation (15.8) (6.3) 13.6 (8.5)
End of period excluding lease liabilities 319.1 (1,566.1) (85.2) (1,332.2)
Lease liabilities - (768.2) - (768.2)
End of period including lease liabilities 319.1 (2,334.3) (85.2) (2,100.4)
Cash, cash equivalents and overdrafts Interest bearing loans and borrowings Derivatives Net debt
Year ended 31 December 2024 £m £m £m £m
Beginning of year excluding lease liabilities 551.9 (1,547.1) (90.3) (1,085.5)
Cash flow excluding movements in other components of net debt (405.7) - - (405.7)
Interest paid excluding interest on lease liabilities (126.6) - - (126.6)
Increase in borrowings 561.7 (561.7) - -
Repayment of borrowings (132.9) 132.9 - -
Receipts on settlement of foreign exchange contracts 24.2 - (24.2) -
Net cash outflow (79.3) (428.8) (24.2) (532.3)
Non-cash movement in debt - 6.5 (4.2) 2.3
Loans and borrowings recognised on acquisition - (6.3) - (6.3)
Realised gains on foreign exchange contracts - - 24.2 24.2
Currency translation (27.6) (5.2) 19.0 (13.8)
End of year excluding lease liabilities 445.0 (1,980.9) (75.5) (1,611.4)
Lease liabilities - (754.1) - (754.1)
End of year including lease liabilities 445.0 (2,735.0) (75.5) (2,365.5)
17. Cash flow from operating activities
The tables below give further details on the adjustments for depreciation and
software amortisation, other non-cash items and the working capital movement
shown in the Condensed consolidated cash flow statement:
Depreciation and software amortisation Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Depreciation of right-of-use assets 96.3 89.1 186.1
Other depreciation and software amortisation 27.0 23.0 49.7
123.3 112.1 235.8
Other non-cash items Six months Six months Year to
to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Share based payments 9.7 8.5 17.2
Provisions (3.7) (1.4) 0.6
Retirement benefit obligations 0.4 1.0 1.1
Hyperinflation accounting adjustments 2.4 4.0 6.0
Other 2.6 1.3 (6.3)
11.4 13.4 18.6
Six months Six months Year to
Working capital movement to 30.6.25 to 30.6.24 31.12.24
£m £m £m
Decrease/(increase) in inventories 56.6 45.4 (94.3)
(Increase)/decrease in trade and other receivables (34.5) (38.9) 0.7
Decrease in trade and other payables (36.8) (23.3) (3.5)
(14.7) (16.8) (97.1)
18. Own shares purchased for cancellation
During the 6 month period ended 30 June 2025, the Company repurchased and
cancelled 3,602,252 ordinary shares, with an aggregate nominal value of
£1.2m, for a total consideration of £114.5m, including transaction costs of
£0.1m and stamp duty of £0.9m, all of which has been paid during the period.
The repurchased shares represent approximately 1% of ordinary share capital in
issue as at 30 June 2025. Own shares purchased for cancellation of £64.5m, as
shown in the condensed consolidated statement of changes in equity, includes
the £114.5m total consideration for shares repurchased and cancelled during
the period less £50.0m for share purchases committed to as at 31 December
2024. The number of shares in issue is reduced when shares are repurchased and
cancelled.
19. Related party disclosures
As disclosed in the Annual Report for the year ended 31 December 2024, the
Group has identified the directors of the Company, their close family members,
the Group's defined benefit pension schemes and its key management as related
parties for the purpose of IAS 24 'Related Party Disclosures'. There have been
no material transactions with those related parties during the six months
ended 30 June 2025. Details of the relevant relationships with those related
parties will be disclosed in the Annual Report for the year ending 31 December
2025. All transactions with subsidiaries are eliminated on consolidation.
Responsibility statement of the directors in respect of the financial report
for the six months ended 30 June 2025
The directors confirm to the best of their knowledge that these condensed
consolidated interim financial statements have been prepared in accordance
with IAS 34 'Interim Financial Reporting' as issued by the International
Accounting Standards Board ('IASB'), UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority and that the interim management report includes a fair review of the
information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related-party transactions in the first six months and
any material changes in the related-party transactions described in the last
annual report.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of a
condensed set of financial statements may differ from legislation in other
jurisdictions.
For and on behalf of the Board
Frank van Zanten Richard Howes
Chief Executive Officer Chief Financial Officer
26 August 2025
Independent review report to Bunzl plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Bunzl plc's condensed consolidated interim financial
statements (the "interim financial statements") in the financial report of
Bunzl plc for the 6 month period ended 30 June 2025 (the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with International Accounting Standard 34,
'Interim Financial Reporting', as issued by the IASB, UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
The interim financial statements comprise:
· the Condensed consolidated balance sheet as at 30 June 2025;
· the Condensed consolidated income statement and the Condensed
consolidated statement of comprehensive income for the period then ended;
· the Condensed consolidated cash flow statement for the period then
ended;
· the Condensed consolidated statement of changes in equity for the
period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the financial report of Bunzl plc
have been prepared in accordance with International Accounting Standard 34,
'Interim Financial Reporting', as issued by the IASB, UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the financial report and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the Group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The financial report, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the financial report in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the financial report, including the
interim financial statements, the directors are responsible for assessing the
Group'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 to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the financial report based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report. This report, including the conclusion,
has been prepared for and only for the Company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, 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.
PricewaterhouseCoopers LLP
Chartered Accountants
London
26 August 2025
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