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REG - Compass Group PLC - Full Year Results

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RNS Number : 8102I  Compass Group PLC  25 November 2025

 

Full-year results announcement for the year ended 30 September 2025

                            Underlying(1) results           Statutory results
                            2025      2024        Change    2025     2024     Change
 Revenue                    $46.1bn   $42.1bn(2)  8.7%(3)   $46.1bn  $42.0bn  9.7%
 Operating profit           $3,335m   $2,986m(2)  11.7%(2)  $2,964m  $2,584m  14.7%
 Operating margin           7.2%      7.1%        10bps     6.4%     6.2%     20bps
 Earnings per share         131.9c    118.7c(2)   11.1%(2)  110.1c   82.3c    33.8%
 Operating cash flow        $2,904m   $2,642m     9.9%      $3,366m  $3,135m  7.4%
 Free cash flow             $1,975m   $1,740m     13.5%
 Annual dividend per share  65.9c     59.8c       10.2%     65.9c    59.8c    10.2%

Double-digit operating profit growth with both regions performing strongly

Net new business growth in 4-5% target range for the fourth consecutive year

Group organic revenue growth of 8.7%:

·    North America organic revenue up 9.1% and International up 7.7%

·    Net new business growth of 4.5%, particularly strong in North America

·    Group client retention rate continues to be strong at over 96%

·    Secured new business of $3.8bn(4), an 11%(2) increase year on year

Underlying operating profit increased by 11.7%(2) to over $3.3bn:

·    Consistent underlying operating margin progress, increasing to 7.3%
in H2 2025

·    Strong cash generation with underlying free cash flow of $2.0bn; 88%
conversion rate

Invested $1.5bn in capex (3.3% of revenue) and $1.3bn in M&A for future
growth:

·    Continuing to strengthen our business model as we leverage
sectorisation with scale

·    Expanding our total addressable market, now worth c.$360bn(5),
through additional capabilities

·    Agreed to acquire Vermaat(6), an exceptional premium food services
business in Europe, for c.€1.5bn ($1.8bn)

·    Integration of recent acquisitions ahead of schedule with M&A
contributing to profit growth

Outlook:

·    For 2026, we expect underlying operating profit growth(2) of around
10% driven by organic revenue growth around 7.0%, around 2% profit growth from
M&A (including Vermaat) and ongoing margin progression

·    Longer term, we remain confident in sustaining mid-to-high
single-digit organic revenue growth, ongoing margin progression and profit
growth ahead of revenue growth

Statutory results:

·    Revenue increased by 9.7% reflecting the strong trading performance

·    Operating profit, including non-underlying charges related to
business acquisitions and reshaping our portfolio, increased by 14.7% to
$2,964m

1.    Reconciliation of statutory to underlying results can be found in
notes 2 (segmental analysis) and 14 (non-GAAP measures) to the consolidated
financial statements.

2.    Measured on a constant-currency basis.

3.    Organic revenue change.

4.    Annual revenue of new business wins in the last 12 months.

5.    Based on management estimates.

6.    Subject to regulatory approval.

Business review

Dominic Blakemore, Group Chief Executive, said:

"2025 was another strong year for Compass, delivering underlying operating
profit growth of nearly 12%(1) on a constant-currency basis, with both regions
performing well. Net new business, the cornerstone of our growth, remained
firmly within our 4-5% target range for the fourth consecutive year,
underpinned by strong new business wins and client retention.

We are continuing to strengthen our business model, which leverages the
flexibility of our bespoke sector portfolio with significant global scale, by
investing in high-quality platform acquisitions in Europe. This provides us
with further long-term value creation opportunities and follows our
established and proven track record of successful M&A in North America,
which has unlocked decades of high growth and strong returns.

Our latest agreement to acquire Vermaat(2) in the Netherlands, an exceptional
premium food services business, will further improve our delivery of tailored
on-site concepts and innovative retail solutions, as well as bringing
exceptional talent. Furthermore, the integration of completed acquisitions is
progressing well, and following the conclusion of our disposal programme, are
now contributing to profit growth.

This year's strong trading performance, combined with the significant market
opportunity, which keeps expanding as we add new capabilities through M&A,
reinforces our confidence in the sustainability of our long-term growth
algorithm.

For 2026, we expect underlying operating profit growth(3) of around 10%(1)
driven by organic revenue growth around 7.0%(1), around 2% profit growth from
M&A (including Vermaat) and ongoing margin progression. Longer term, we
remain confident in sustaining mid-to-high single-digit organic revenue growth
with ongoing margin progression, leading to profit growth ahead of revenue
growth."

 

 

Results presentation today

Today, 25 November 2025, management will present Compass Group's Full Year
2025 results.

At 9:00 am (UK time), investors and analysts will be able to view a video
presentation which will stream live on the Compass Group website at
www.compass-group.com (http://www.compass-group.com) . An audio-only telephone
option is available if you are unable to watch the video.

Following the video presentation, management will host a live Q&A session
for investors and analysts. Participants must be connected by phone to ask a
question during the conference call.

Participant dial in details:

 UK            +44 (0) 33 0551 0200
 UK Toll-Free  0808 109 0700

 US            +1 786 697 3501
 US Toll-Free  +1 866 580 3963

Enquiries

 Investors  Agatha Donnelly and Simon Bielecki  +44 1932 573 000
 Press      Amy Shields, Compass Group          +44 1932 573 000
            Tim Danaher, Brunswick              +44 207 404 5959
 Website    www.compass-group.com

Financial calendar

 Ex-dividend date for 2025 final dividend              15 January
 Record date for 2025 final dividend                   16 January
 Last day for dividend currency elections                2 February
 Last day for DRIP elections                             5 February
 Q1 Trading Update / Annual General Meeting              5 February
 Sterling equivalent of 2025 final dividend announced  10 February
 Half-year results                                     11 May

1.    Alternative Performance Measure (APM). The Group's APMs are defined
in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2
(segmental analysis) and 14 to the consolidated financial statements.

2.    Subject to regulatory approval.

3.    Measured on a constant-currency basis.

Business review (continued)

Basis of preparation

Following the completion of our portfolio reshaping, the former Rest of World
region accounts for c.5% of the Group's revenue on a pro forma basis. As a
result, the Group's internal management reporting structure changed to combine
Rest of World with Europe to form a new International region.

Throughout this Annual Results Announcement, and consistent with prior years,
underlying and other alternative performance measures are used to describe the
Group's performance alongside statutory measures (see page 6).

Strategy

We are focused on the provision of quality food services, with targeted
support services where appropriate. We operate in an attractive market which
we now estimate to be worth around $360bn(1), of which we have less than 15%
market share, providing us with a significant runway for long-term growth.

Nearly three-quarters of the market is still self-operated or serviced by
regional players. With our unique sectorised business model and benefits of
scale, Compass has a differentiated offering. As operational complexities and
macroeconomic pressures persist, we continue to unlock first-time outsourcing
opportunities. Our addressable market continues to expand, and we are
investing in strategic acquisitions that provide us with additional
capabilities and accelerate sub-sectorisation.

Our sectorised approach, global scale, digital capabilities and sustainability
initiatives differentiate our offer and position us strongly to capture these
growth opportunities. Increasingly, we are seen as a partner of choice, with
clients listing our operational expertise and thought leadership as key
differentiators.

Performance

In 2025, Compass delivered another strong performance, with underlying
operating profit growth of 11.7%(2) on a constant-currency basis, driven by
organic revenue growth of 8.7%(2) and a 10bps increase in underlying operating
margin to 7.2%(2). Statutory revenue and operating profit increased by 9.7%
and 14.7%, respectively.

Underlying free cash flow was $1,975m(2) (2024: $1,740m), an increase of 13.5%
on the prior year. At 30 September 2025, leverage (net debt to underlying
EBITDA) was within the Group's target range at 1.4(2).

The Group's strong balance sheet has enabled it to continue to invest for
future growth. In 2025, capital expenditure was $1.5bn(2), 3.3% of underlying
revenue, and net M&A expenditure was $1.3bn. In October 2024, the Group
acquired Dupont Restauration in France and, in January 2025, it acquired
4Service in Norway. In addition, during the year, the Group acquired several
small businesses, mainly in the US and UK, and completed its portfolio
reshaping, with the exit from four countries (Chile, Colombia, Mexico and
Kazakhstan).

Revenue

Organic revenue growth of 8.7%(2) was driven by strong net new business growth
of 4.5%(2), with pricing at around 3% and like-for-like volume growth of
around 1%. The Group's client retention rate improved to 96.3%.

On a statutory basis, revenue increased by 9.7% to $46,070m (2024: $42,002m).

Profit

Underlying operating profit increased by 11.7%(2) on a constant-currency
basis, to $3,335m(2), with underlying operating margin up 10bps to 7.2%(2)
(2024: 7.1%) as the Group benefited from operating leverage on its increased
revenues.

Statutory operating profit was $2,964m (2024: $2,584m), an increase of 14.7%,
with statutory operating margin of 6.4% (2024: 6.2%).

Statutory profit before tax of $2,584m (2024: $2,056m) includes net charges of
$436m (2024: $693m) which are excluded from underlying profit before tax.
During the year, acquisition-related charges totalled $370m (2024: $244m) and
we incurred a net charge of $34m (2024: $373m) in relation to the completion
of our strategic portfolio review to focus on the Group's core markets.
Acquisition-related charges are mainly amortisation of acquired intangible
assets, acquisition transaction and business integration costs, and
adjustments to contingent consideration. Charges related to the strategic
portfolio review mainly reflect the exit from four countries during the year
(2024: five) and the discontinuation of a cross-market ERP programme in 2024.

2026 guidance

The Group expects to achieve underlying operating profit growth of around
10%(2) in constant currency driven by organic revenue growth around 7.0%(2),
around 2% profit growth from M&A (including Vermaat) and ongoing margin
progression. Underlying finance costs are expected to be c.$350m(2) (including
Vermaat). Our underlying effective tax rate is expected to be around 25.5%(2).

Leverage is expected to be above our target range of 1-1.5 in 2026, peaking at
the half-year, due to M&A activity.

 

1.    Based on management estimates.

2.    Alternative Performance Measure (APM). The Group's APMs are defined
in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2
(segmental analysis) and 14 to the consolidated financial statements.

Business review (continued)

Capital allocation

Our capital allocation framework is clear and unchanged. Our priorities are to
invest in the business to fund growth opportunities, target a strong
investment-grade credit rating with a leverage target of around 1-1.5 times
net debt to underlying EBITDA and pay an ordinary dividend, with any surplus
capital being returned to shareholders.

Growth investment consists of: (i) capital expenditure to support organic
growth in both new business wins and retention of existing contracts; and (ii)
bolt-on M&A opportunities that strengthen our capabilities and broaden our
exposure. We have a proven track record of strong returns from our investment
strategy as evidenced by our historical returns on capital employed.

Shareholder returns

Our dividend policy is to pay out around 50% of underlying earnings through an
interim and final dividend, with the interim dividend reflecting around
one-third of the total annual dividend. The Board has proposed a final
dividend of 43.3c which, including the interim dividend of 22.6c, gives a
total dividend of 65.9c for 2025.

Shareholders appearing on the Register of Members or holding their shares
through CREST will automatically receive their dividends in sterling, but have
the option to elect to receive their dividends in US dollars. Details on how
to elect to receive the final dividend in US dollars are provided on page 10.

We prioritise investment in the business through capex and M&A to support
future growth, with any surplus capital being returned to shareholders as we
maintain our strong track record of delivering long-term, compounding
shareholder returns.

People

People are the heartbeat of Compass. Every day, our chefs and front-line teams
deliver world-class food and experiences for consumers, guided by the
principles of respect, teamwork and growth that define our caring, winning
culture.

We continually invest in our global workforce of over 590,000 colleagues,
recognising that attracting, developing and retaining top talent is essential
for achieving our objectives. Across our markets, we offer a wide range of
programmes to support the growth of our people, while fostering a positive and
supportive environment in which they can fulfil their career ambitions.

Our decentralised structure empowers local teams across the Group. When
sourcing talent, we tailor our approach to reflect the needs of specific areas
of the organisation. We are committed to building teams that represent the
communities in which they operate, supported by inclusive hiring practices and
targeted leadership development pathways.

We prioritise the health, safety and wellbeing of those involved in our
operations worldwide. Our robust policies and procedures drive excellence in
both food and personal safety, while ongoing workforce engagement fosters a
thriving workplace for our colleagues and reinforces our commitment to ethical
conduct and high standards of integrity.

Purpose

As a global food services leader we help advance climate action, nurture
ethical supply chains and enrich lives in the communities we serve. It is the
passionate leadership of our culinary community that drives innovation,
fosters sustainable practices and inspires positive change throughout the
organisation.

Our Planet Promise is the foundation of our sustainability ambitions. It
reflects our commitment to achieving climate net zero across our global
operations by 2050, tackling food waste at scale, and ensuring responsible and
transparent sourcing. Achieving the Group's sustainability goals requires a
multifaceted approach, and we continually refine our practices to ensure
progress.

In 2025, the Group's overall greenhouse gas intensity ratio (normalised for
revenue growth) decreased by 11% year on year across Scope 1, 2 and 3
emissions. This reflects an enhanced approach to measuring emissions in client
kitchens, using detailed location-based factors and adjustments that account
for inflation. To further strengthen supply chain integrity across our
operations we launched a global Deforestation-Free Sourcing Policy. Meanwhile,
our sustainable finance programme continued to unlock investment in
responsible sourcing and inclusive procurement.

Embedding sustainability into our business not only reflects our values; it is
a source of competitive advantage that strengthens client partnerships, builds
consumer trust, and unlocks new opportunities for responsible growth.

 

 

 

Business review (continued)

Summary

The Group delivered another strong performance in 2025. Underlying operating
profit increased nearly 12%(1), driven by strong organic revenue growth in
both regions and continued margin progression.

We have now grown net new business within our 4-5% target range for four
consecutive years, supported by strong client retention rates of over 96%.
This compares to a pre-pandemic net new business growth rate of around 3%,
representing a step change in our performance.

Our market opportunity remains very attractive and is continuing to expand as
we acquire additional capabilities by investing in the business through capex
and M&A, particularly in Europe. Our business model combines the best of
both worlds: the flexibility of our bespoke sector portfolio with global
scale, which is crucial to our continued success.

We remain very positive about the significant runway for long-term growth and
are confident in sustaining mid-to-high single-digit organic revenue growth
with ongoing margin progression, leading to profit growth ahead of revenue
growth.

 

Dominic Blakemore

Group Chief Executive Officer

24 November 2025

 

 

 

1.    Alternative Performance Measure (APM). The Group's APMs are defined
in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2
(segmental analysis) and 14 to the consolidated financial statements.

Financial review

Group performance

We manage and assess the performance of the Group using various underlying and
other Alternative Performance Measures (APMs). These measures are not defined
by International Financial Reporting Standards (IFRS) or other generally
accepted accounting principles (GAAP) and may not be directly comparable with
APMs used by other companies. Underlying measures reflect ongoing trading and,
therefore, facilitate meaningful year-on-year comparison. The Group's APMs,
together with the results prepared in accordance with IFRS, provide
comprehensive analysis of the Group's results. Accordingly, the relevant
statutory measures are also presented where appropriate. Certain of the
Group's APMs are financial Key Performance Indicators (KPIs) which measure
progress against our strategy. The Group's APMs are defined in note 14
(non-GAAP measures) and reconciled to GAAP measures in notes 2 (segmental
analysis) and 14 to the consolidated financial statements.

                                                      2025                            Change

                                                      $m      2024

                                                              $m
 Revenue
 Underlying(1)                                        46,127  42,176                  9.4%
 Underlying (constant currency)(1)                    46,127  42,127                  9.5%
 Organic(1)                                           45,007  41,408                  8.7%
 Statutory                                            46,070  42,002                  9.7%
 Operating profit
 Underlying(1)                                        3,335   2,998                   11.2%
 Underlying (constant currency)(1)                    3,335   2,986                   11.7%
 Statutory                                            2,964   2,584                   14.7%
 Operating margin
 Underlying(1)                                        7.2%    7.1%                    10bps
 Statutory                                            6.4%    6.2%                    20bps
 Return on Capital Employed (ROCE)
 ROCE                                                 18.2%   19.0%                   (80)bps
 Basic earnings per share
 Underlying(1)                                        131.9c  119.5c                  10.4%
 Underlying (constant currency)(1)                    131.9c  118.7c                  11.1%
 Statutory                                            110.1c  82.3c                   33.8%
 Cash flow
 Underlying - free cash flow(1)                       1,975   1,740                   13.5%
 Statutory - net cash flow from operating activities  3,366   3,135                   7.4%
 Dividend
 Full-year dividend per ordinary share                65.9c   59.8c                   10.2%

 

 1.  Alternative Performance Measure (APM) (see pages 43 to 51).

 

Financial review (continued)

Income statement

                                                        2025                                     2024
                                             Statutory  Adjustments  Underlying(1)    Statutory  Adjustments  Underlying(1)

                                             $m         $m           $m                $m        $m           $m
 Revenue                                     46,070     57           46,127           42,002     174          42,176
 Operating profit                            2,964      371          3,335            2,584      414          2,998
 Net loss on sale and closure of businesses  (31)       31           -                (203)      203          -
 Finance costs                               (349)      34           (315)            (325)      76           (249)
 Profit before tax                           2,584      436          3,020            2,056      693          2,749
 Tax expense                                 (704)      (66)         (770)            (642)      (60)         (702)
 Profit for the year                         1,880      370          2,250            1,414      633          2,047
 Non-controlling interests                   (12)       -            (12)             (10)       -            (10)
 Attributable profit                         1,868      370          2,238            1,404      633          2,037
 Average number of shares                    1,697m     -            1,697m           1,705m     -            1,705m
 Basic earnings per share                    110.1c     21.8c        131.9c           82.3c      37.2c        119.5c
 EBITDA                                                              $4,645m                                  $4,145m

 

 1.  Alternative Performance Measure (APM) (see pages 43 to 51).

Statutory income statement

Revenue

On a statutory basis, revenue increased by 9.7% to $46,070m (2024: $42,002m).

Operating profit

Statutory operating profit was $2,964m (2024: $2,584m), an increase of 14.7%,
with statutory operating margin of 6.4% (2024: 6.2%). Statutory operating
profit includes non-underlying item charges of $371m (2024: $414m), including
acquisition-related charges of $357m (2024: $235m) and $3m (2024: $170m) of
charges related to the strategic portfolio review. Acquisition-related charges
are mainly amortisation of acquired intangible assets, acquisition transaction
and business integration costs, and adjustments to contingent consideration.
Charges related to the strategic portfolio review mainly reflect the
discontinuation of a cross-market ERP programme in 2024. A full list of
non-underlying items is included in note 14 (non-GAAP measures).

Net gain or loss on sale and closure of businesses

The Group has recognised a net loss of $31m (2024: $203m) on the sale and
closure of businesses, including exit costs of $25m (2024: $92m) and a charge
of $69m (2024: $250m) in respect of the reclassification of cumulative
currency translation differences. The Group exited four countries during the
year (2024: five), which completed its strategic portfolio review.

Finance costs

Finance costs increased to $349m (2024: $325m) mainly reflecting higher net
borrowings during the year.

Tax expense

Profit before tax was $2,584m (2024: $2,056m) giving rise to an income tax
expense of $704m (2024: $642m), equivalent to an effective tax rate of 27.2%
(2024: 31.2%). As the underlying effective tax rate is unchanged, the decrease
in the rate reflects the impact of the treatment of the different
non-underlying items.

Earnings per share

Basic earnings per share was 110.1c (2024: 82.3c), an increase of 33.8%,
reflecting the higher underlying profit for the year, together with lower
charges in respect of the strategic portfolio review.

Underlying income statement

Revenue

Organic revenue growth of 8.7% was driven by strong net new business growth of
4.5%, with pricing at around 3% and like-for-like volume growth of around 1%.
The Group's client retention rate improved to 96.3%.

Operating profit

Underlying operating profit increased by 11.7% on a constant-currency basis,
to $3,335m, with underlying operating margin up 10bps to 7.2% (2024: 7.1%) as
the Group benefited from operating leverage on its increased revenues.

Finance costs

Underlying finance costs increased to $315m (2024: $249m) mainly reflecting
both higher net borrowings and effective interest rates during the year.

Financial review (continued)

Tax expense

On an underlying basis, the tax charge was $770m (2024: $702m), equivalent to
an effective tax rate of 25.5% (2024: 25.5%).

Earnings per share

On a constant-currency basis, underlying basic earnings per share increased by
11.1% to 131.9c (2024: 118.7c) reflecting the higher profit for the year.

Balance sheet

Liquidity

The Group finances its operations through cash generated by the business and
borrowings from a number of sources, including banking institutions, the
public and the private placement markets. The Group has developed long-term
relationships with a number of financial counterparties with the balance sheet
strength and credit quality to provide credit facilities as required.

The Group seeks to avoid a concentration of debt maturities in any one period
to spread its refinancing risk. In December 2024, a $100m US Private Placement
(USPP) note matured and was repaid. In June 2025, the Group issued a €700m
($813m) fixed-rate bond maturing in June 2032. The new bond effectively
pre-financed a £250m ($337m) Eurobond and $300m USPP note which matured and
were repaid in September 2025. The maturity profile of the Group's principal
borrowings at 30 September 2025 shows that the average period to maturity is
4.8 years (2024: 4.6 years).

The Group's USPP notes contain leverage and interest cover covenants which are
tested semi-annually at 31 March and 30 September. The leverage covenant test
stipulates that consolidated net debt must be less than or equal to 3.5 times
consolidated EBITDA. The interest cover covenant test stipulates that
consolidated EBITDA must be more than or equal to 3 times consolidated net
finance costs. Consolidated EBITDA and net finance costs are based on the
preceding 12 months. The leverage and interest cover ratios were 1.2 and 17.4,
respectively, at 30 September 2025. Net debt, consolidated EBITDA and net
finance costs are subject to certain accounting adjustments for the purposes
of the covenant tests.

At 30 September 2025, the Group had access to $5,475m (2024: $3,236m) of
liquidity, including a Revolving Credit Facility (RCF) committed to February
2030 of $3,200m (2024: $2,683m), which was fully undrawn, together with $512m
(2024: $553m) of cash, net of overdrafts, and an additional facility of
€1.5bn ($1.8bn), committed to October 2027, to provide interim financing for
the acquisition of Vermaat Groep B.V.. Our credit ratings remain strong
investment grade: Standard & Poor's A/A-1 long-term/short-term (outlook
Stable); and Moody's A2/P-1 long-term/short-term (outlook Stable).

Net debt

Net debt has increased by $1,027m to $6,418m (2024: $5,391m). The Group
generated $1,865m of free cash flow, after capital expenditure of $1,514m,
which was more than offset by $1,236m spent on the acquisition of businesses,
net of disposal proceeds, dividends of $1,047m and the completion of the share
buyback of $115m. Adverse exchange translation was $171m.

At 30 September 2025, the ratio of net debt to underlying EBITDA was 1.4
(2024: 1.3). Our leverage policy is to maintain strong investment-grade credit
ratings and to target net debt to underlying EBITDA in the range of 1-1.5.

Post-employment benefits

The Group has continued to monitor its pension obligations, working closely
with the trustees and actuaries of its schemes to ensure appropriate
assumptions are used and adequate contributions are made.

The accounting surplus in the Compass Group Pension Plan (UK Plan) is $327m at
30 September 2025 (2024: $542m). In December 2024, the UK Plan entered into a
buy-in whereby c.98% of its liabilities of $1.8 billion at 30 September 2025
are covered by an insurance arrangement which protects the Group's balance
sheet from future volatility in financial markets and longevity rates in
respect of these liabilities.

The deficit in the rest of the Group's defined benefit pension schemes has
increased to $1,395m (2024: $1,274m). The net deficit in these schemes is
$125m (2024: $154m), including investments of $1,270m (2024: $1,120m) held in
respect of unfunded pension schemes and the US Rabbi Trust arrangements which
do not meet the definition of pension assets under IAS 19 Employee Benefits.

The total pensions operating charge for defined contribution schemes in the
year was $340m (2024: $289m) and $44m (2024: $41m) for defined benefit
schemes.

 

Financial review (continued)

Return on capital employed

Return on capital employed of 18.2% (2024: 19.0%) includes the impact of
acquisitions on capital employed. Excluding acquisitions, return on capital
employed would have increased in 2025, driven by the Group's strong trading
performance.

Cash flow

Free cash flow

Free cash flow totalled $1,865m (2024: $1,675m). During the year, we made cash
payments totalling $21m (2024: $24m) in relation to strategic programmes and
the one-off pension charge. Adjusting for this, and for acquisition
transaction costs of $89m (2024: $41m) which are reported as part of operating
cash flow, underlying free cash flow was $1,975m (2024: $1,740m), with
underlying free cash flow conversion at 87.8% (2024: 85.0%).

Capital expenditure of $1,514m (2024: $1,541m) is equivalent to 3.3% (2024:
3.7%) of underlying revenue. The working capital outflow, excluding provisions
and pensions, was $40m (2024: inflow of $186m). The net interest outflow
increased to $290m (2024: $228m) consistent with the higher underlying finance
costs in the year. The net tax paid was $653m (2024: $693m), which is
equivalent to an underlying cash tax rate of 21.6% (2024: 25.2%).

Acquisition and disposal of businesses

The Group spent $1,402m (2024: $1,224m) on business acquisitions during the
year, net of cash acquired, including $701m on Dupont Restauration in France
and 4Service in Norway (including the repayment of acquired borrowings), $425m
on bolt-on acquisitions and interests in joint ventures and associates, and
$276m of deferred and contingent consideration and other payments relating to
businesses acquired in previous years.

The Group received $166m (2024: $225m) in respect of disposal proceeds net of
exit costs, which primarily comprises the sale of businesses in four countries
during the year.

Including $89m (2024: $41m) of acquisition transaction costs included in net
cash flow from operating activities, the total net cash spent on the
acquisition and disposal of businesses is $1,325m (2024: $1,040m).

Sale of 19% effective interest in ASM Global Parent, Inc.

In 2025, the Group paid the tax on the sale of its 19% effective interest in
ASM Global Parent, Inc., which completed in 2024.

Dividends paid

Dividends paid in 2025 of $1,047m represents the 2024 final dividend ($670m)
and the 2025 interim dividend ($377m).

Purchase of own shares

The cash outflow in respect of the completion of the $500m share buyback
announced in November 2023 totalled $115m during the year.

Foreign exchange translation

The $171m (2024: $143m) loss on foreign exchange translation of net debt
primarily arises in respect of the Group's euro debt.

Other movements

Other movements include the purchase and sale of trade investments which are
excluded from free cash flow and lease liabilities acquired through business
acquisitions.

Shareholder returns

Our dividend policy is to pay out around 50% of underlying earnings through an
interim and final dividend, with the interim dividend reflecting around
one-third of the total annual dividend.

In determining the level of dividend in any year, the Board considers a number
of factors, which include but are not limited to:

·    the level of available distributable reserves in the Parent Company

·    future cash commitments and investment requirements to sustain the
long-term growth prospects of the business

·    potential strategic opportunities

·    the level of dividend cover

Further surpluses, after considering the matters set out above, may be
distributed to shareholders over time by way of special dividend payments,
share repurchases or a combination of both.

 

 

Financial review (continued)

Compass Group PLC, the Parent Company of the Group, is a non-trading
investment holding company which derives its distributable reserves from
dividends paid by subsidiary companies. The level of distributable reserves in
the Parent Company is reviewed annually and the Group aims to maintain
distributable reserves that provide adequate cover for shareholder returns.
The distributable reserves of the Parent Company include the distributable
portion of retained earnings and the own shares reserve, which total £2,305m
at 30 September 2025 (2024: £2,457m).

An interim dividend of 22.6c per share (2024: 20.7c per share), $377m in
aggregate, was paid in July 2025. It is proposed that a final dividend of
43.3c per share (2024: 39.1c per share), $735m in aggregate, be paid on 26
February 2026 to shareholders on the register on 16 January 2026. This will
result in a total dividend for the year of 65.9c per share (2024: 59.8c per
share), $1,112m in aggregate (2024: $1,027m). The dividend is covered 2.0
times on an underlying earnings basis.

Shareholders appearing on the Register of Members or holding their shares
through CREST will automatically receive their dividends in sterling, but have
the option to elect to receive their dividends in US dollars. The closing date
for the receipt of dividend currency elections is 2 February 2026. The
sterling equivalent of the 2025 final dividend will be announced on 10
February 2026.

For shares held in certificated form on the register, US dollar elections can
be made by contacting our share registrar, MUFG Corporate Markets. MUFG's
contact details can be found on our website under Dividend Information.

A Dividend Reinvestment Plan (DRIP) will be available. The last date for
receipt of elections for the DRIP will be 5 February 2026.

The Group is in a strong position to fund its dividend, which is well covered
by cash generated by the business. Details of the Group's going concern
assessment can be found on page 28. The ability of the Board to maintain its
future dividend policy will be influenced by a number of the principal risks
identified on pages 15 to 19 that could adversely impact the performance of
the Group, although we believe we have the ability to mitigate those risks as
outlined on pages 15 to 19.

The $500m share buyback announced in November 2023 was completed in December
2024, with a cash outflow of $115m during the year. We prioritise investment
in the business through capex and M&A to support future growth, with any
surplus capital being returned to shareholders as we maintain our strong track
record of delivering long-term, compounding shareholder returns.

Treasury

The Group manages its liquidity, foreign currency exposure and interest rate
risk in accordance with the policies set out below.

The Group's financial instruments comprise cash, borrowings, receivables and
payables that are used to finance the Group's operations. The Group also uses
derivatives, principally interest rate swaps, forward currency contracts and
cross currency swaps, to manage interest rate and currency risks arising from
the Group's operations. The Group does not trade in financial instruments. The
Group's treasury policies are designed to mitigate the impact of fluctuations
in interest rates and exchange rates and to manage the Group's financial
risks. The Board approves any changes to the policies.

Foreign currency risk

The Group's policy is to balance its principal projected cash flows by
currency with actual or effective borrowings in the same currency. As currency
cash flows are generated, they are used to service and repay debt in the same
currency. Where necessary, to implement this policy, forward currency
contracts and cross currency swaps are taken out which, when applied to the
actual currency borrowings, convert these to the required currency.

The borrowings in each currency can give rise to foreign exchange differences
on translation. Where the borrowings are less than, or equal to, the net
investment in overseas operations, these exchange rate variances may be
treated as movements on reserves and recorded in the consolidated statement of
comprehensive income rather than in the consolidated income statement.

Non-dollar earnings streams are translated at the average rate of exchange for
the year. Fluctuations in exchange rates have given, and will continue to
give, rise to translation differences. The Group is only partially protected
against the impact of such differences through the matching of cash flows to
currency borrowings.

Interest rate risk

As set out above, the Group has effective borrowings in a number of currencies
and its policy is to ensure that, in the short term, it is not materially
exposed to fluctuations in interest rates in its principal currencies. The
Group implements this policy either by borrowing fixed-rate debt or by using
interest rate swaps or options so that the interest rates on at least 80% of
the Group's projected debt are fixed or capped for one year. For the second,
third and fourth years (and beyond), interest rates are fixed within ranges of
50% to 100%, 30% to 70% and 0% to 40% of projected debt, respectively.

Financial review (continued)

Tax

As a Group, we are committed to creating long-term shareholder value through
the responsible, sustainable and efficient delivery of our key business
objectives. This will enable us to grow the business and make significant
investments in the Group and its operations.

We adopt an approach to tax that supports this strategy and also balances the
various interests of our stakeholders, including shareholders, governments,
employees and the communities in which we operate. Our aim is to pursue a
principled and sustainable tax strategy that has strong commercial merit and
is aligned with our business strategy. We believe this will enhance
shareholder value whilst protecting our reputation.

In doing so, we act in compliance with the relevant local and international
laws and disclosure requirements, and we conduct an open and transparent
relationship with the relevant tax authorities that fully complies with the
Group's Code of Business Conduct and Business Integrity Policy.

After many years of operation, the Group has numerous legacy subsidiaries
across the world. Whilst some of these entities are incorporated in low-tax
territories, Compass does not seek to avoid tax through the use of tax havens.

In an increasingly complex international corporate tax environment, a degree
of tax risk and uncertainty is, however, inevitable. Tax risk can arise from
unclear regulations and differences in interpretation but, most significantly,
where tax authorities apply diverging standards in assessing intra-group
cross-border transactions. This is the situation for many multinational
organisations. We manage and control these risks in a proactive manner and, in
doing so, exercise our judgement and seek appropriate advice from relevant
professional firms. Tax risks are assessed as part of the Group's formal
governance process and are reviewed by the Board and the Audit Committee on a
regular basis.

Risks and uncertainties

The Board takes a proactive approach to risk management aimed at protecting
the Group's employees, clients and consumers and safeguarding the interests of
the Company and its shareholders in a constantly changing environment.

The principal risks and uncertainties facing the business, and the activities
the Group undertakes to mitigate these, are set out on pages 15 to 19.

Related party transactions

Details of transactions with related parties are set out in note 12 to the
consolidated financial statements. These transactions have not had, and are
not expected to have, a material effect on the financial performance or
position of the Group.

Going concern

The factors considered by the directors in assessing the ability of the Group
to continue as a going concern are discussed on page 28.

The Group has access to considerable financial resources, together with
longer-term contracts with a number of clients and suppliers across different
geographic areas and industries. As a consequence, the directors believe that
the Group is well placed to manage its business risks successfully.

Based on the assessment discussed on page 28, the directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for at least the period of 12 months from the date of approval of
the consolidated financial statements. For this reason, they continue to adopt
the going concern basis in preparing the financial statements.

 

Regional review

                                Underlying revenue(1)                             Change                                                                  Statutory revenue                               Change
                                2025                2024                          Reported             Constant            Organic                        2025            2024                            Reported

$m

$m

                                                    $m                            rates                currency            %                                              $m                              rates

                                                                                  %                    %                                                                                                  %
 North America                  31,417              28,581                        9.9                  10.1                9.1                            31,398          28,557                          9.9
 International(2)               14,710              13,595                        8.2                  8.3                 7.7                            14,672          13,445                          9.1
 Total                          46,127              42,176                        9.4                  9.5                 8.7                            46,070          42,002                          9.7

                     Underlying operating profit(1)                  Change                  Underlying operating margin(1)               Statutory operating profit                    Statutory operating margin
                     2025                 2024                       Constant                2025                2024                     2025                    2024                  2025                       2024

$m
$m

$m
$m

                                                                     currency                %                   %                                                                      %                          %

                                                                     %
 North America       2,582                2,335                      10.7                    8.2                 8.2                      2,471                   2,251                 7.9                        7.9
 International(2)    904                  807                        12.9                    6.1                 5.9                      645                     604                   4.4                        4.5
 Central activities  (151)                (144)                                                                                           (152)                   (271)
 Total               3,335                2,998                      11.7                    7.2                 7.1                      2,964                   2,584                 6.4                        6.2

 

 1.  Alternative Performance Measure (APM) (see pages 43 to 51).
 2.  Our former Rest of World region now accounts for c.5% of the Group's revenue
     on a pro forma basis. With effect from 1 October 2024, the Group's internal
     management reporting structure changed to combine Rest of World with Europe to
     form a new International region. Comparative segmental financial information
     for 2024 has been re-presented.

North America - 68.1% of Group underlying revenue (2024: 67.8%)

Underlying

Operating profit increased by 10.7% on a constant-currency basis, to $2,582m,
as the region benefited from strong organic revenue growth of 9.1%. This was
driven by strong levels of net new business, appropriate levels of pricing and
good like-for-like volume growth. Client retention rates remained very strong
at 97%. While all our main sectors performed well, Business & Industry was
particularly impressive with the highest organic growth rate in the region.

Operating margin was 8.2%. We continued to strengthen our market position
through targeted acquisitions and spent $438m (net) on M&A in the region
during the year. Our North America acquisition strategy has a particular focus
on Canteen, our vending and unattended market business, where we are
continuing to enhance our capabilities.

Statutory

Statutory revenue increased by 9.9% to $31,398m reflecting the strong organic
revenue growth.

Statutory operating profit was $2,471m (2024: $2,251m), with the difference
compared to underlying operating profit being acquisition-related charges of
$111m (2024: $84m).

International - 31.9% of Group underlying revenue (2024: 32.2%)

Underlying

Operating profit increased by 12.9% on a constant-currency basis, to $904m,
driven by strong organic revenue growth of 7.7% and good margin progress.
Organic revenue was driven by good net new business growth, appropriate levels
of pricing and increasing like-for-like volumes. Client retention rates were
95%, significantly higher than our pre-pandemic level, as we benefited from
investments in people, systems and processes. We experienced growth across all
sectors, with the strongest rates in Business & Industry and Sports &
Leisure.

Operating margin increased by 20bps to 6.1% as the region benefited from
operational leverage on the investments it has already made in growth and
retention. We are continuing to invest in M&A to further enhance our
capabilities in the region, spending $887m (net) during the year, mainly on
Dupont Restauration in France and 4Service in Norway. In July, we agreed to
acquire Vermaat Groep B.V. in the Netherlands, subject to regulatory approval.
During the year, we also completed the exits from our operations in Chile,
Colombia, Mexico and Kazakhstan as we became an even more focused business.

Statutory

Statutory revenue increased by 9.1% to $14,672m, with the difference between
statutory and underlying revenue being the presentation of the share of
results of our joint ventures in the Middle East.

Statutory operating profit was $645m (2024: $604m), with the difference
compared to underlying operating profit primarily reflecting
acquisition-related charges of $246m (2024: $151m).

 

 

Risk management

Identifying and managing risk

The Board takes a proactive approach to risk management aimed at protecting
the Group's employees, clients and consumers and safeguarding the interests of
the Company and its shareholders in a constantly changing environment.

Risk management is an essential element of business governance. The Group has
policies, processes and procedures to ensure risks are identified, evaluated
and managed appropriately. Identifying and managing risks and opportunities,
developing action plans, and monitoring progress against agreed Key
Performance Indicators (KPIs) are integral to business processes and core
activities throughout the Group.

In compliance with Provision 28 of the UK Corporate Governance Code 2018 (the
Code), the Board has conducted a robust assessment of the Company's emerging
and principal risks, and the following pages outline the Board's approach to
risk management and mitigation, the principal risks of the Company, and the
procedures in place to identify emerging risks.

Risk management framework

The Board has overall responsibility for risk management including setting
policies and procedures, overseeing the internal control framework, reviewing
principal risks, setting risk appetite and promoting a risk management mindset
throughout the business.

The Board has approved a Risk Management Policy. In accordance with the
policy, a formal risk management process is in operation. The Group assesses
and prioritises its principal risks biannually. This process is in line with
the Financial Reporting Council's Guidance on Risk Management, Internal
Control and Related Financial Business Reporting 2014 and aims to manage
rather than eliminate the risk of failure to achieve the Group's strategic
objectives, safeguard the Group's assets against material loss, fairly report
the Group's performance and position, and ensure compliance with relevant
legislation, regulation and best practice including social, environmental and
ethical matters. This provides reasonable, but not absolute, assurance against
material misstatement or loss.

The Board delegates aspects of risk management, with the Executive Committee
responsible for the day-to-day management of significant risk, and the Audit
Committee responsible for the oversight of Compass' risk management systems
and internal controls. The Group Director of Risk and Internal Audit maintains
the risk management framework including the Risk Management Policy.

The Audit Committee annually reviews the effectiveness of the Group's approach
to risk management and any changes to the Risk Management Policy, and
recommends the principal risks and uncertainties disclosures made in the
Annual Report and Accounts to the Board for approval.

Country and regional leadership teams review risks and controls regularly.
Risk updates are part of periodic management reviews and are regularly
reviewed by the Regional Governance Committees (RGCs) and the Executive
Committee.

Emerging and developing risks are identified dynamically at all levels,
providing a comprehensive assessment of key risks. The risks are considered by
the Board twice a year. Risks are considered at gross and net levels to
understand their impact and likelihood of occurrence before and after controls
and mitigations. Risk management plans are developed for all significant risks
and include a clear description of the nature of the risk, quantification of
the potential impact and likelihood of occurrence, the owners for each risk,
and details of the controls and mitigations in place. Risks are assessed in
terms of percentage profit before interest and tax (PBIT) impact in accordance
with the criteria set out in the Board-approved Risk Management Policy.

All country and Group-level risks are assigned risk owners and, together with
the mitigations, are recorded in the central risk reporting system.

As part of the biannual certificate of assurance, all Group companies confirm
they have performed a review of their major risks, that their risk register is
complete and aligned with the Group's strategic objectives, and that they have
effective arrangements in place to identify, assess and develop responses to
these risks. The Chair of the Audit Committee reports to the Board on any
matters arising from the Committee's review of the risk management and
internal control processes.

The Audit Committee reviews the adequacy and effectiveness of the Company's
and Group's internal controls and risk management systems.

 

 

Risk management (continued)

Risk appetite

The Board sets the level of risk the Company is willing to take to meet its
strategic objectives. This risk appetite is communicated to the Group's
businesses through strategy planning and internal risk governance and control
frameworks.

The Board balances risk mitigation with flexibility to maintain the
entrepreneurial spirit that drives the Group's success. The Board reviews the
three-year business plan and strategic risks to set risk appetite. Specific
financial risks such as funding and liquidity, counterparty, foreign exchange
and interest rate risk are managed through Board-approved treasury policies.
Compliance with legal and regulatory requirements is mandatory.

New and emerging risks

The Board identifies emerging risks and scans for potential risks over the
medium to long-term. These risks are identified through the Group's risk
management framework, and direct feedback from management, after taking into
account changing operating conditions, and market and consumer trends. The
Group's FY2025 major risk assessment process did not identify any new
principal or emerging risks.

The democratisation of generative artificial intelligence (AI) has given
widespread access to powerful online AI services for content creation. This
opportunity continues to present several emerging risks including breach of
data confidentiality and data privacy, and other intellectual property-related
risks. In response, to mitigate these risks, Compass has implemented
principles-based rules that apply globally, and we have developed a framework
for responsible use of AI to support all our markets.

Our principal risks

All risks disclosed in previous years can be found in the annual reports
available on our website, www.compass-group.com. These risks remain important
to the business and are kept under regular review. The principal risks and
uncertainties facing the business at the date of this Report are set out on
pages 15 to 19. These risks are not listed in any order of priority.

Other risks

The principal risks do not comprise all the risks that the Group may face. The
Group faces a number of operational risks on an ongoing basis, such as
litigation, and financial and non-financial reporting risks. Additional risks
and uncertainties not presently known to management, or which are considered
to be remote or are deemed to be less material at the date of this Report, may
also have an adverse effect on the Group.

 

Our principal risks

 Risk and description                                                               Mitigation
 Food safety                                                                        - management meetings across the Group include a health and safety update as a

                                                                                  substantive agenda item, and a food safety metric was included in the FY2025
 ➊ ➋ ➌ ➍ ➎                                                                          annual bonus plan for executive directors and senior management

 2025:   2024:                                                                      - policies, procedures and standards (including the Global Safety and Global

                                                                                  Supply Chain Integrity Standards and Global Allergen Management Plan) operate
 Strategic link:                                                                    to ensure compliance with legal obligations/industry standards and to protect

                                                                                  supply chain safety and quality. These are regularly reviewed, audited and
 Compass Group companies feed millions of consumers every day. This means           upgraded as necessary to improve supply chain visibility and product integrity
 setting the highest food hygiene and safety standards is paramount. Safety
 breaches could cause serious business interruption and result in criminal
 and/or civil prosecution, increased costs, and reputational damage.
 Occupational safety                                                                - management meetings across the Group include a health and safety update as a

                                                                                  substantive agenda item, and an occupational safety metric was included in the
 ➊ ➋ ➌ ➍ ➎                                                                          FY2025 annual bonus plan for executive directors and senior management.

                                                                                  Policies, procedures and standards ensure compliance with legal
 2025:   2024:                                                                      obligations/industry standards

 Strategic link:                                                                    - our health and safety framework outlines methods for implementing and

                                                                                  reporting safety measures, ensuring a secure environment. We regularly update
 Compass Group companies employ hundreds of thousands of people globally. The       and refine the framework to address operational changes
 safety of employees, consumers, suppliers and third-parties is a priority.

 Failure to comply with workplace safety standards can result in injuries and       - Group standards are supplemented in each country with occupational safety
 potentially cause operational disruptions, adverse financial and legal             standards that meet local laws and regulations
 consequences, and reputational damage.

 

 Key                Link to MAP
  Increased risk    ➊ MAP 1: Client sales and marketing
  Static risk       ➋ MAP 2: Consumer sales and marketing
  Decreasing risk   ➌ MAP 3: Cost of food
  New risk          ➍ MAP 4: In-unit costs
                    ➎ MAP 5: Above-unit overheads

 

 

Our principal risks (continued)

 Risk and description                                                               Mitigation
 Pandemic                                                                           - operations and working practices have been adjusted to retain skills and

                                                                                  experience, providing flexibility in case of another pandemic leading to a
 ➊ ➋ ➌ ➍ ➎                                                                          resumption of containment measures

 2025:   2024:                                                                      - to protect the Group's employees, clients and consumers, in the event of

                                                                                  another pandemic, enhanced health and safety protocols and site layout
 Strategic link:                                                                    solutions developed in consultation with expert advisers and clients, would

                                                                                  be adopted
 The Group's operations were significantly disrupted by the global COVID-19

 pandemic and associated containment measures. Compass recovered well and           - careful cost management and robust measures to protect the Group's liquidity
 learned from the pandemic, and this risk has diminished. The outbreak of           position ensure we remain resilient and well placed to take advantage of
 another pandemic could cause further business risk.                                appropriate opportunities as they arise; these measures operate alongside
                                                                                    robust incident management and business continuity plans which are monitored
                                                                                    for effectiveness and regularly reviewed to reflect evolving best practice
 Talent                                                                             - leadership succession planning is performed at Board, regional and country

                                                                                  levels. The Group has established tools, such as training, development,
 ➍ ➎                                                                                performance management and reward programmes, and there is an increasing focus

                                                                                  on global mobility and opportunities to help retain, develop, motivate and
 2025:   2024:                                                                      support a skilled workforce

 Strategic link:                                                                    - a number of well-established initiatives help us to monitor employee

                                                                                  engagement levels and to respond to employees' needs. Specifically, Compass
 Attracting, retaining and motivating the best people with the right skills, at     has increased its local focus and employee support on mental health awareness,
 all levels of the organisation, is key to the long-term success of the Group,      stress management and resilience, and the provision of access to financial
 and changes to economic conditions may increase the risk of attrition at all       advice and assistance to help further equip employees in times of uncertainty
 levels.                                                                            and change
 Sales and retention                                                                - Compass focuses on quality, value, innovation and technology to strengthen

                                                                                  its long-term relationships with clients and consumers
 ➊ ➋

                                                                                  - the Group's business model is diverse and is not reliant on one particular
 2025:   2024:                                                                      sector or group of clients

 Strategic link:                                                                    - technology is used to create efficiencies and to contribute to growth

                                                                                  through, for example, cashierless and cashless payment systems and the use of
 The Group's growth ambitions rely on driving positive net new business             AI, benefiting clients and consumers and positively impacting retention rates
 sustainably by securing and retaining a diverse range of clients. The Group's      and new business wins
 operating companies contract with a large number of clients. Failure to comply

 with contractual terms, including proper delivery of services, could lead to       - our focus on financial security and safety are key strengths for clients
 the loss of business and/or claims.

                                                                                  - robust processes are in place to ensure that: client services are of an
 Potential loss of material client contracts and the inability to secure            appropriate standard; they comply with contractual T&Cs; our offer
 additional new contracts in a competitive market is a risk to Compass'             continues to evolve to increase participation rates; and we maintain our
 businesses, as are the emergence of new industry participants and traditional      ability to service different-sized sites
 competition using disruptive technology.

 

 Key                Link to MAP
  Increased risk    ➊ MAP 1: Client sales and marketing
  Static risk       ➋ MAP 2: Consumer sales and marketing
  Decreasing risk   ➌ MAP 3: Cost of food
  New risk          ➍ MAP 4: In-unit costs
                    ➎ MAP 5: Above-unit overheads

 

Our principal risks (continued)

 Risk and description                                                               Mitigation
 Geopolitical                                                                       - Compass is closely monitoring the situation with the safety and security of

                                                                                  the Group's employees front of mind
 ➊ ➋ ➌ ➍ ➎

                                                                                  - while we do not operate in Israel or the Palestinian territories, we do have
 2025:   2024:                                                                      limited interests elsewhere in the Middle East. Compass has exited the Russian

                                                                                  market and stopped using all known Russian suppliers
 Strategic link:

                                                                                  - the Group has strategies to manage economic volatility, including cost
 Geopolitical risks remain elevated with the ongoing conflict in the Middle         inflation and cyber-security threats
 East and the Russia-Ukraine war. These factors contribute to risks such as
 economic volatility, including cost inflation and cyber-security threats.
 Economic volatility                                                                - as part of Compass' strategy, the Group is focused on productivity and

                                                                                  purchasing initiatives which help manage the cost base
 ➊ ➋ ➌ ➍ ➎

                                                                                  - during adverse conditions, actions can be taken to reduce labour costs and
 2025:   2024:                                                                      protect profitability and liquidity

 Strategic link:                                                                    - as part of the MAP framework, and by sharing best practice across the Group,

                                                                                  Compass seeks to manage inflation through menu management, supplier
 Certain sectors of Compass' business could be susceptible to negative shifts       rationalisation, labour scheduling, productivity, and the increased use of
 in the economy and employment rates. Whilst Compass has strategically exited a     technology. Cost indexation in our contracts also gives Compass the
 number of countries with high economic volatility, the recent global market        contractual right to review pricing with clients
 instability has increased the potential risks of economic volatility in our

 primary markets.                                                                   - our success in managing cost inflation also provides an opportunity, as the
                                                                                    scale and maturity of our procurement operations allows us to manage supply
                                                                                    chain price increases more effectively than some of our competitors and
                                                                                    in-house operators, which we believe is a factor leading to more first-time
                                                                                    outsourcing
 Climate change                                                                     - the Group continues to evaluate its exposure to climate change. This enables

                                                                                  it to identify potential future issues early and to adapt sourcing and
 ➊ ➋ ➌ ➍ ➎                                                                          operations accordingly, including menu adjustments. The TCFD scenario analysis

                                                                                  helps inform the materiality of these risks
 2025:   2024:

                                                                                  - the Group works with clients and suppliers to reduce greenhouse gas (GHG)
 Strategic link:                                                                    emissions. Compass has targeted climate net zero GHG emissions by 2050

                                                                                  alongside validated science-based targets to reduce emissions by 2030 (from a
 Climate change may cause food insecurity, sourcing and supply chain issues in      2019 baseline year), in line with the 2015 Paris Agreement
 some of the Group's markets, which could affect the availability of some food
 products, and potentially may lead to food cost inflation.

 

 Key                Link to MAP
  Increased risk    ➊ MAP 1: Client sales and marketing
  Static risk       ➋ MAP 2: Consumer sales and marketing
  Decreasing risk   ➌ MAP 3: Cost of food
  New risk          ➍ MAP 4: In-unit costs
                    ➎ MAP 5: Above-unit overheads

 

 

Our principal risks (continued)

 Risk and description                                                                Mitigation
 Business ethics and integrity                                                       - Compass' Code of Business Conduct (CBC), Global Supplier Code of Conduct,

                                                                                   Business Integrity Policy (BIP), Data Protection Policy, and Human Rights
 ➊ ➋ ➌ ➍ ➎                                                                           Policy (HRP) govern all stakeholder relationships. These are embedded within

                                                                                   the Group's Ethics and Integrity Programme (EIP), which promotes a strong
 2025:   2024:                                                                       culture of integrity through policy implementation, training awareness and the

                                                                                   independently operated Speak-Up, We're Listening helpline and web platform. As
 Strategic link:                                                                     part of its continuous improvement approach, the EIP has also undergone

                                                                                   external review to validate its design and effectiveness, and further inform
 Ineffective compliance management systems, a weakly embedded business               its strategic direction and activities
 integrity culture or serious breaches of our policies, relevant laws, or

 regulations (including but not limited to anti-bribery and corruption,              - the Group's risk management process identifies key risks and informs the
 anti-competitive behaviour, fraud, money laundering, tax evasion, trade and         ongoing monitoring, testing and review of key internal controls. All alleged
 economic sanctions, human rights and modern slavery, and data protection),          breaches of the CBC, BIP or HRP and any other serious misconduct are
 could expose Compass to civil and/or criminal proceedings leading to                investigated (as appropriate)
 significant fines, sanctions, financial loss and reputational damage.

                                                                                   - to mitigate risks of modern slavery across its operations and supply chains,
 Regulatory expectations and new laws in these areas continue to evolve across       Compass focuses its human rights strategy where it can have the greatest
 jurisdictions, with an increasing emphasis on corporate enforcement,                impact - through HRP implementation, its Human Rights Working Group, the
 accountability and supply chain resilience.                                         engagement of external specialist advisers, e-learning, supplier due diligence

                                                                                   and labour agency reviews. The strategic exit from several countries has
 The democratisation of generative AI has given widespread access to powerful        further reduced exposure to welfare risks
 online AI services for content creation. This opportunity presents several

 emerging risks including breach of data confidentiality and data privacy, and       - in response to the potential risks posed by AI, Compass has implemented
 other intellectual                                                                  principles-based rules that apply globally, and we have developed a framework

property-related risks.                                                            for responsible use of AI to support all our markets

 

 Key                Link to MAP
  Increased risk    ➊ MAP 1: Client sales and marketing
  Static risk       ➋ MAP 2: Consumer sales and marketing
  Decreasing risk   ➌ MAP 3: Cost of food
  New risk          ➍ MAP 4: In-unit costs
                    ➎ MAP 5: Above-unit overheads

 

 

Our principal risks (continued)

 Risk and description                                                                 Mitigation
 Cyber-security(1)                                                                    - Compass continually assesses its cyber risk, and monitors and manages the

                                                                                    maturity of its enterprise infrastructure, platforms and security controls to
 ➊ ➋ ➌ ➍ ➎                                                                            ensure that it can effectively prevent, detect and respond to current or

                                                                                    future cyber attacks
 2025:   2024:

                                                                                    - appropriate crisis management procedures are in place to manage issues in
 Strategic link:                                                                      the event of a cyber incident occurring. Our response protocols are supported

                                                                                    by using industry-standard tools, experienced IT security and privacy
 The digital world presents risks for global businesses including, but not            professionals, and external partners to mitigate potential impacts. Assurance
 limited to, technology failures, loss of confidential data, data privacy             is provided by regular compliance monitoring of our key information technology
 breaches and damage to brand reputation through, for example, the increased          control framework, and data privacy framework, both of which are designed to
 threat of cyber attacks, and the widespread use and instantaneous nature of          prevent and defend against cyber threats and other risks
 social media.

                                                                                    - the Group relies on a variety of digital and technology platforms to manage
 Disruption caused by the failure of key software applications, security              and deliver services and communicate with its people, clients, consumers and
 controls, or underlying infrastructure, or disruption caused by cyber attacks,       suppliers. Compass' decentralised model and infrastructure help to mitigate
 could impact day-to-day operations and management decision making or result in       propagation of attacks across the Group's technology estate
 regulatory fines, other sanctions and/or third-party claims.

                                                                                    - Compass continues to be focused on the need to maximise the effectiveness of
 A combination of geopolitical instability and the accessibility of                   its information systems and technology as a business enabler. As such, the
 sophisticated AI-enabled tools and techniques has contributed to an increase         Group continues to invest in technology and specialist resources in order to
 in the risk of phishing and malware attacks, including ransomware, across all        further strengthen its platforms, cyber-security defences and privacy controls
 industries.                                                                          to reduce the risk of cyber threats and ensure appropriate levels of
                                                                                      resilience in order to mitigate the risk of operational disruption, technology
                                                                                      failure, and unauthorised access to and/or loss of data

                                                                                      - the Group provides tools and content to deliver awareness campaigns, runs
                                                                                      phishing simulations and provides cyber and privacy training to help employees
                                                                                      identify these types of attacks

                                                                                      - the Group monitors the threat landscape, both internally and with external
                                                                                      partners, to understand and respond to changes in levels of attack and their
                                                                                      sophistication

                                                                                      - information systems, technology, privacy and cyber-security controls and
                                                                                      risks are assessed as part of the Group's formal governance processes and are
                                                                                      reviewed by the Audit Committee on a regular basis

 

1.    Data privacy, which last year was included in Cyber-security, has
this year been included as part of the Business ethics and integrity risk.

 

 Key                Link to MAP
  Increased risk    ➊ MAP 1: Client sales and marketing
  Static risk       ➋ MAP 2: Consumer sales and marketing
  Decreasing risk   ➌ MAP 3: Cost of food
  New risk          ➍ MAP 4: In-unit costs
                    ➎ MAP 5: Above-unit overheads

 

 

Viability statement

In accordance with provision 31 of the UK Corporate Governance Code 2018, the
directors have assessed the Group's viability, considering its current trading
performance, financial position, financing, strategic plan and principal
risks.

Business prospects

The Board has considered the long-term prospects of the Group based on its
business model, strategy and markets. Compass is a global leader in food
services and the geographical and sector diversification of the Group's
operations helps to minimise the risk of serious business interruption or
catastrophic damage to its reputation. The Group's business model is
structured so that it is not reliant on one group of clients or sector. The
Group's largest client constitutes 2% of underlying revenue(1), with the top
10 clients accounting for 9%.

Assessment

The directors have determined that a three-year period to 30 September 2028 is
an appropriate period over which to provide the Group's viability statement on
the basis that it is the period reviewed by the Board in its strategic
planning process and is aligned to the typical length of the Group's contracts
(three to five years). The directors believe that this presents the Board and
readers of the Annual Report with a reasonable degree of confidence over this
longer-term outlook.

The Board's assessment of the Group's viability comprises the following
business processes:

·    Risk management process

The Group operates a formal risk management process under which the Group's
principal risks are assessed and prioritised biannually. Risks and
corresponding controls and mitigations are reviewed by country and regional
leadership teams on an ongoing basis. The findings of the risk reviews,
including the principal risks and any developing trends, are reported to the
Board twice a year. In making its viability assessment, the Board carried out
a robust evaluation of the emerging and principal risks facing the Group (see
pages 15 to 19), including those that would threaten its business model,
future performance, solvency or liquidity.

·    Strategic planning process

The Board considers annually a three-year, bottom-up strategic plan and a more
detailed budget which is prepared for the following year. Current-year
business performance is reforecast during the year. The plan is reviewed and
approved by the Board, with involvement throughout from the Group CEO, Group
CFO and the executive team. The Board's role is to consider the
appropriateness of key assumptions, taking into account the external
environment and business strategy. The most recent three-year plan was
approved by the Board in November 2025.

·    Headroom and covenant analysis

At 30 September 2025, the Group's financing arrangements included a Revolving
Credit Facility (RCF) of $3.2bn, committed to February 2030, which was fully
undrawn, together with $0.5bn of cash, net of overdrafts, and an additional
facility of €1.5bn ($1.8bn), committed to October 2027, to provide interim
financing for the acquisition of Vermaat Groep B.V.. Term debt maturities in
the three-year period total $1.2bn. Based on the forecast cash flows in the
strategic plan, the maturing debt is expected to be refinanced during the
three-year period to 30 September 2028 to maintain the desired level of
headroom. The Group's long-term (A/A2) and short-term (A-1/P-1) credit ratings
and well-established presence in the debt capital markets provide the
directors with confidence that the Group could refinance the maturing debt and
facilities as required.

A reverse stress test has been undertaken to identify the circumstances that
would cause the Group to breach the headroom against its committed facilities
or the financial covenants on its US Private Placement (USPP) debt. At 30
September 2025, the nominal value of USPP debt outstanding totalled $300m
(2024: $700m). The USPP debt matures in December 2026. The reverse stress
test, which removes discretionary M&A expenditure as a mitigating action,
shows that underlying operating profit(1) would have to reduce by more than
60% of the strategic plan level before the leverage covenant is reached. The
refinancing requirement is not accelerated in the reverse stress test as a
mitigating action given the strong liquidity position of the Group.

The principal risks that would have the most significant impact on the Group's
business model, future performance, solvency or liquidity are another pandemic
and associated containment measures and geopolitical tensions, and these,
together with the other principal risks identified on pages 15 to 19, have
been considered as part of the viability assessment. Specific scenarios based
on the principal risks have not been modelled on the basis that the level of
headroom to absorb the occurrence of such risks is substantial and there is a
range of other actions available that could be implemented to mitigate the
potential impact.

 

 

1.    Alternative Performance Measure (APM). The Group's APMs are defined
in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2
(segmental analysis) and 14 to the consolidated financial statements.

Viability statement (continued)

Substantial mitigating actions were identified and implemented as part of the
Group's COVID-19 pandemic response in 2020, including reducing capital
expenditure, resizing the cost base, renegotiating client contracts, pausing
M&A activity and shareholder returns, raising equity, negotiating covenant
waivers and securing additional committed funding. These actions illustrate
the flexibility the Group has to mitigate the impact of adverse events.

Conclusion

Based on the results of this analysis, the Board has a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities
as they fall due over the three-year period to 30 September 2028.

 

Petros Parras

Group Chief Financial Officer

24 November 2025

Compass Group PLC

Consolidated Financial Statements

Consolidated income statement

For the year ended 30 September 2025

                                                               2025        2024
                                                        Notes  $m          $m
 Revenue                                                2      46,070      42,002
 Operating costs                                        3      (43,143)    (39,462)
 Operating profit before joint ventures and associates         2,927       2,540
 Share of results of joint ventures and associates      2      37          44
 Operating profit                                       2      2,964       2,584
 Net loss on sale and closure of businesses             10     (31)        (203)
 Finance income                                                80          68
 Finance expense                                               (429)       (393)
 Finance costs                                                 (349)       (325)
 Profit before tax                                             2,584       2,056
 Income tax expense                                     4      (704)       (642)
 Profit for the year                                           1,880       1,414

 Attributable to
 Equity shareholders                                           1,868       1,404
 Non-controlling interests                                     12          10
 Profit for the year                                           1,880       1,414

 Basic earnings per share                               5      110.1c      82.3c
 Diluted earnings per share                             5      109.9c      82.2c

 

 

Compass Group PLC

Consolidated Financial Statements

Consolidated statement of comprehensive income

For the year ended 30 September 2025

                                                                                 Notes  2025   2024

$m
$m
 Profit for the year                                                                    1,880  1,414
 Other comprehensive income
 Items that will not be reclassified to the income statement
 Remeasurement of post-employment benefit obligations                                   24     (286)
 Return on plan assets, excluding interest income                                       (278)  63
 Change in asset ceiling, excluding interest income                                     (1)    (1)
 Change in fair value of financial assets at fair value through other                   86     322
 comprehensive income(1)
 Tax credit/(charge) on items relating to the components of other comprehensive         41     (37)
 income
                                                                                        (128)  61
 Items that may be reclassified to the income statement
 Currency translation differences2                                                      (8)    267
 Change in fair value of financial assets at fair value through other                   7      28
 comprehensive income(1)
 Reclassification of cumulative currency translation differences on sale of      10     69     250
 businesses
 Tax credit on items relating to the components of other comprehensive income           1      2
                                                                                        69     547
 Total other comprehensive income for the year                                          (59)   608
 Total comprehensive income for the year                                                1,821  2,022

 Attributable to
 Equity shareholders                                                                    1,809  2,012
 Non-controlling interests                                                              12     10
 Total comprehensive income for the year                                                1,821  2,022

 

 1.  The credit totalling $93m (2024: $350m) from the change in fair value of
     financial assets at fair value through other comprehensive income includes
     $92m (2024: $171m) in respect of assets held by the Rabbi Trust arrangements
     and $1m (2024: $179m) in respect of trade and other investments in the US.
 2.  Includes a loss of $50m (2024: gain of $318m) in relation to the effective
     portion of net investment hedges.

 

 

Compass Group PLC

Consolidated Financial Statements

Consolidated statement of changes in equity

For the year ended 30 September 2025

                                                                                      Attributable to equity shareholders
                                                                               Notes  Share capital  Share premium  Other reserves  Retained earnings  Non-controlling interests     Total equity

                                                                                      $m             $m             $m              $m                 $m                            $m
 At 1 October 2024                                                                    346            317            4,592           1,574              77                            6,906
 Profit for the year                                                                  -              -              -               1,868              12                            1,880
 Other comprehensive income
 Remeasurement of post-employment benefit obligations                                 -              -              -               24                 -                             24
 Return on plan assets, excluding interest income                                     -              -              -               (278)              -                             (278)
 Change in asset ceiling, excluding interest income                                   -              -              -               (1)                -                             (1)
 Change in fair value of financial assets at fair value through other                 -              -              -               93                 -                             93
 comprehensive income
 Currency translation differences                                                     -              -              (8)             -                  -                             (8)
 Reclassification of cumulative currency translation differences on sale of    10     -              -              69              -                  -                             69
 businesses
 Tax credit on items relating to the components of other comprehensive income         -              -              1               41                 -                             42
 Total other comprehensive income for the year                                        -              -              62              (121)              -                             (59)
 Total comprehensive income for the year                                              -              -              62              1,747              12                            1,821
 Fair value of share-based payments                                                   -              -              -               82                 -                             82
 Change in fair value of non-controlling interest put options                         -              -              (3)             -                  -                             (3)
 Changes to non-controlling interests due to acquisitions and disposals               -              -              (45)            -                  32                            (13)
 Reclassification of non-controlling interest put options reserve on exercise         -              -              6               -                  (6)                           -
 of put options
 Cost of shares transferred to employees                                              -              -              72              (72)               -                             -
 Purchase of own shares - share buyback                                               -              -              4               -                  -                             4
 Tax credit on items taken directly to equity                                         -              -              -               18                 -                             18
                                                                                      346            317            4,688           3,349              115                           8,815
 Dividends paid to equity shareholders                                         6      -              -              -               (1,047)            -                             (1,047)
 Dividends paid to non-controlling interests                                          -              -              -               -                  (8)                           (8)
 At 30 September 2025                                                                 346            317            4,688           2,302              107                           7,760

 

 

 

Compass Group PLC

Consolidated Financial Statements

Consolidated statement of changes in equity

For the year ended 30 September 2025

 

                                                                                        Attributable to equity shareholders
                                                                                 Notes  Share capital  Share premium  Other reserves  Retained earnings  Non-controlling interests     Total equity

                                                                                        $m             $m             $m              $m                 $m                            $m
 At 1 October 2023                                                                      346            317            4,582           1,018              37                            6,300
 Profit for the year                                                                    -              -              -               1,404              10                            1,414
 Other comprehensive income
 Remeasurement of post-employment benefit obligations                                   -              -              -               (286)              -                             (286)
 Return on plan assets, excluding interest income                                       -              -              -               63                 -                             63
 Change in asset ceiling, excluding interest income                                     -              -              -               (1)                -                             (1)
 Change in fair value of financial assets at fair value through other                   -              -              -               350                -                             350
 comprehensive income
 Currency translation differences                                                       -              -              267             -                  -                             267
 Reclassification of cumulative currency translation differences on sale of      10     -              -              250             -                  -                             250
 businesses
 Tax credit/(charge) on items relating to the components of other comprehensive         -              -              2               (37)               -                             (35)
 income
 Total other comprehensive income for the year                                          -              -              519             89                 -                             608
 Total comprehensive income for the year                                                -              -              519             1,493              10                            2,022
 Fair value of share-based payments                                                     -              -              -               68                 -                             68
 Change in fair value of non-controlling interest put options                           -              -              7               -                  -                             7
 Changes to non-controlling interests due to acquisitions and disposals                 -              -              (54)            -                  40                            (14)
 Reclassification of revaluation reserve on sale of businesses                          -              -              (14)            14                 -                             -
 Cost of shares transferred to employees                                                -              -              64              (64)               -                             -
 Purchase of own shares - share buyback                                                 -              -              (512)           -                  -                             (512)
 Tax credit on items taken directly to equity                                           -              -              -               8                  -                             8
                                                                                        346            317            4,592           2,537              87                            7,879
 Dividends paid to equity shareholders                                           6      -              -              -               (963)              -                             (963)
 Dividends paid to non-controlling interests                                            -              -              -               -                  (10)                          (10)
 At 30 September 2024                                                                   346            317            4,592           1,574              77                            6,906

 

Compass Group PLC

Consolidated Financial Statements

Consolidated balance sheet

At 30 September 2025

                                             Notes  30 September  30 September

                                                    2025          2024

$m
$m
 Non-current assets
 Goodwill                                    7      7,687         6,899
 Other intangible assets                            3,999         3,325
 Costs to obtain and fulfil contracts               1,665         1,525
 Right-of-use assets                                1,377         1,144
 Property, plant and equipment                      1,569         1,411
 Interests in joint ventures and associates         209           203
 Other investments                                  1,330         1,149
 Post-employment benefit assets                     327           542
 Trade and other receivables                        416           410
 Deferred tax assets                                246           179
 Derivative financial instruments                   97            69
 Non-current assets                                 18,922        16,856
 Current assets
 Inventories                                        820           734
 Trade and other receivables                        6,350         5,686
 Tax recoverable                                    44            141
 Cash and cash equivalents                          575           623
 Derivative financial instruments                   4             36
                                                    7,793         7,220
 Assets held for sale                               -             273
 Current assets                                     7,793         7,493
 Total assets                                       26,715        24,349
 Current liabilities
 Borrowings                                         (1,043)       (822)
 Lease liabilities                                  (338)         (273)
 Derivative financial instruments                   (13)          (21)
 Provisions                                         (388)         (370)
 Current tax liabilities                            (244)         (235)
 Trade and other payables                           (8,639)       (8,172)
                                                    (10,665)      (9,893)

 Liabilities held for sale                          -             (179)

 Current liabilities                                (10,665)      (10,072)
 Non-current liabilities
 Borrowings                                         (4,383)       (3,774)
 Lease liabilities                                  (1,228)       (1,042)
 Derivative financial instruments                   (89)          (187)
 Post-employment benefit obligations                (1,395)       (1,274)
 Provisions                                         (355)         (344)
 Deferred tax liabilities                           (276)         (287)
 Trade and other payables                           (564)         (463)
 Non-current liabilities                            (8,290)       (7,371)
 Total liabilities                                  (18,955)      (17,443)
 Net assets                                         7,760         6,906
 Equity
 Share capital                                      346           346
 Share premium                                      317           317
 Other reserves                                     4,688         4,592
 Retained earnings                                  2,302         1,574
 Total equity shareholders' funds                   7,653         6,829
 Non-controlling interests                          107           77
 Total equity                                       7,760         6,906

 

Approved by the Board of Directors on 24 November 2025 and signed on its
behalf by:

Dominic Blakemore, Director
Petros Parras, Director

Compass Group PLC

Consolidated Financial Statements

Consolidated cash flow statement

For the year ended 30 September 2025

                                                                                 Notes  2025     2024

$m
$m
 Cash flow from operating activities
 Cash generated from operations                                                  8      4,346    4,095
 Interest paid                                                                          (327)    (267)
 Tax received                                                                           5        18
 Tax paid                                                                               (658)    (711)
 Net cash flow from operating activities                                                3,366    3,135
 Cash flow from investing activities
 Purchase of subsidiary companies                                                       (1,251)  (784)
 Purchase of interests in joint ventures and associates                                 (4)      (9)
 Net proceeds from sale of subsidiary companies, joint ventures and associates          166      225
 net of exit costs(1)
 Purchase of intangible assets                                                          (347)    (329)
 Purchase of contract fulfilment assets                                                 (492)    (508)
 Purchase of property, plant and equipment                                              (545)    (572)
 Proceeds from sale of property, plant and equipment/intangible assets/contract         67       81
 fulfilment assets
 Purchase of other investments                                                          (32)     (2)
 Net (payments)/proceeds from sale of other investments(2)                              (66)     330
 Dividends received from joint ventures and associates(3)                               43       65
 Interest received                                                                      37       39
 Loans to third parties                                                                 -        (25)
 Net cash flow from investing activities                                                (2,424)  (1,489)
 Cash flow from financing activities
 Purchase of own shares - share buyback                                                 (115)    (577)
 Increase in borrowings                                                                 1,412    1,381
 Repayment of borrowings                                                                (737)    (1,161)
 Repayment of borrowings acquired through business acquisitions                         (145)    (431)
 Net cash flow from derivative financial instruments                                    (138)    46
 Repayment of principal under lease liabilities                                         (265)    (227)
 Purchase of non-controlling interests                                                  (2)      -
 Dividends paid to equity shareholders                                           6      (1,047)  (963)
 Dividends paid to non-controlling interests                                            (8)      (10)
 Net cash flow from financing activities                                                (1,045)  (1,942)
 Cash and cash equivalents
 Net decrease in cash and cash equivalents                                              (103)    (296)
 Cash and cash equivalents at 1 October(4)                                              593      830
 Currency translation gains on cash and cash equivalents                                22       59
 Cash and cash equivalents at 30 September                                              512      593
 Cash and cash equivalents(5)                                                           575      623
 Bank overdrafts(5)                                                                     (63)     (70)
 Cash and cash equivalents                                                              512      553
 Cash classified as held for sale                                                       -        40
 Cash and cash equivalents at 30 September                                              512      593

 

 1.  Includes $13m (2024: $35m) of tax payments arising on the disposal of
     businesses.
 2.  2024 includes $327m received in respect of the sale of the Group's 19%
     effective interest in ASM Global Parent, Inc. in August 2024. 2025 includes
     $80m of tax paid in respect of the sale and additional proceeds of $3m.
 3.  2025 includes $11m of dividends received from the Group's business in Qatar,
     which is classified as held for sale.
 4.  Cash and cash equivalents at 1 October 2024 include cash of $40m classified as
     held for sale and overdrafts of $70m in the consolidated balance sheet at 30
     September 2024.
 5.  As per the consolidated balance sheet.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

1 Basis of preparation

Introduction

The consolidated financial statements of Compass Group PLC (the Company) have
been prepared on a going concern basis, as discussed below, in accordance with
UK-adopted International Accounting Standards. The consolidated financial
statements have been prepared under the historical cost convention, as
modified by the revaluation of certain financial instruments.

The financial information set out below does not constitute the Company's
statutory accounts for the years ended 30 September 2025 or 2024, but is
derived from those accounts. Statutory accounts for 2024 have been delivered
to the Registrar of Companies and those for 2025 will be delivered following
the Company's Annual General Meeting. The auditor has reported on those
accounts. The reports of the auditor were unqualified, did not draw attention
to any matters by way of emphasis without qualifying its reports and did not
contain statements under section 498 (2) or (3) of the Companies Act 2006.

Going concern

The directors consider it appropriate to prepare the financial statements on a
going concern basis for the reasons stated below.

At 30 September 2025, the Group's borrowings of $5.4bn included Eurobonds
($4.4bn), US Private Placement (USPP) notes ($0.3bn) and commercial paper
($0.6bn). The Group's financing arrangements also included a Revolving Credit
Facility (RCF) of $3.2bn, committed to February 2030, which backs up the
commercial paper and was fully undrawn, together with $0.5bn of cash, net of
overdrafts, and an additional facility of €1.5bn ($1.8bn), committed to
October 2027, to provide interim financing for the acquisition of Vermaat
Groep B.V..

The USPP notes are subject to leverage and interest cover covenants which are
tested on 31 March and 30 September each year. The Group met both covenants at
30 September 2025. The liquidity position of the Group has remained
substantially unchanged at the date of approving the consolidated financial
statements.

The directors have prepared monthly cash flow projections for a period of 12
months from the date of approval of the consolidated financial statements
(assessment period). There is one term debt maturity in the assessment period,
a £250m ($337m) Eurobond in June 2026. The commercial paper outstanding at 30
September 2025 matured in October. No refinancing of debt is assumed in the
going concern assessment.

The cash flow projections show that the Group has significant headroom against
its committed facilities and meets its financial covenant obligations under
the USPP notes. A stress test has been used to determine the performance level
that would result in a reduction in headroom against the committed facilities
to nil or a breach of the covenants. The leverage covenant would be reached if
underlying operating profit reduced by more than 60%, which the directors do
not consider to be likely based on recent trading performance. The stress test
assumes no new business acquisitions (except for Vermaat Groep B.V.) as the
only mitigating action.

Consequently, the directors are confident that the Group will have sufficient
funds to continue to meet its liabilities as they fall due for at least the
period of 12 months from the date of approval of the consolidated financial
statements and, therefore, have prepared the financial statements on a going
concern basis.

Changes in accounting policies

There were no new accounting standards or amendments to existing standards
effective in the current year that had a significant impact on the Group's
consolidated financial statements. There are a number of changes to accounting
standards, effective in future years, which are not expected to significantly
impact the Group's consolidated financial statements.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

1 Basis of preparation (continued)

Judgements

The preparation of the consolidated financial statements requires management
to make judgements in respect of the application of its accounting policies
which impact the reported amounts of assets, liabilities, income and expenses.

Whilst there are no judgements that management considers to be critical in the
preparation of these financial statements, there is a significant judgement in
respect of the classification of cash payments relating to contract fulfilment
assets in the cash flow statement.

With the exception of contract fulfilment assets, cash payments in respect of
contract balances are classified as cash flows from operating activities. The
Group classifies additions to contract fulfilment assets as cash flows from
investing activities as they arise from cash payments in relation to assets
that will generate long-term economic benefits. During the year, the purchase
of contract fulfilment assets classified as cash flows from investing
activities was $492m (2024: $508m).

Estimates

The preparation of the consolidated financial statements requires management
to make estimates which impact the reported amounts of assets, liabilities,
income and expenses. These estimates are based on historical experience and
other factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.

Major sources of estimation uncertainty

The Group's major source of estimation uncertainty is in relation to goodwill
in the UK cash-generating unit on the basis that a reasonably possible change
in key assumptions could have a material effect on the carrying amount in the
next 12 months (see note 7).

Following a buy-in entered into in December 2024, whereby c.98% of the Compass
Group Pension Plan's liabilities of $1.8bn at 30 September 2025 are covered by
an insurance arrangement, post-employment benefit obligations are no longer
considered to be a major source of estimation uncertainty.

Other sources of estimation uncertainty

In addition to the major source of estimation uncertainty, tax, acquisition
intangibles and post-employment benefit obligations have been identified as
other sources of estimation uncertainty. Whilst not considered to be major
sources of uncertainty as defined by IAS 1 Presentation of Financial
Statements, the recognition and measurement of certain material assets and
liabilities are based on assumptions and/or are subject to longer-term
uncertainties.

Climate change

Climate change is identified as a principal risk as it may cause food
insecurity, sourcing and supply chain issues in some of the Group's markets
(see page 17). The potential impact of climate change has been assessed with
scenario analysis conducted in line with the Task Force on Climate-related
Financial Disclosures (TCFD) recommendations. The Group has a commitment to
reach climate net zero greenhouse gas (GHG) emissions across its global
operations and value chain by 2050.

The potential impact of climate change and the Group's net zero commitments on
the following areas has been considered:

 ·   going concern and viability assessments
 ·   tax
 ·   goodwill
 ·   other intangible assets

There was no impact on the reported amounts in the financial statements as a
result of this review.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

2 Segmental analysis

                                                Geographical segments
 Revenue by sector and geographical segment1,2  North America     International(3)                                                  Total

$m

$m
                                                                                  $m
 Year ended 30 September 2025
 Business & Industry                            11,244         6,702                                                                17,946
 Healthcare & Senior Living                     8,637          2,108                                                                10,745
 Education                                      6,432          1,901                                                                8,333
 Sports & Leisure                               4,763          1,758                                                                6,521
 Defence, Offshore & Remote                     341            2,241                                                                2,582
 Underlying revenue(4,5)                        31,417         14,710                                                               46,127
 Less: Share of revenue of joint ventures       (19)           (38)                                                                 (57)
 Revenue                                        31,398         14,672                                                               46,070
 Year ended 30 September 2024
 Business & Industry                            9,912          6,004                                                                15,916
 Healthcare & Senior Living                     7,991          1,982                                                                9,973
 Education                                      5,932          1,652                                                                7,584
 Sports & Leisure                               4,396          1,480                                                                5,876
 Defence, Offshore & Remote                     350            2,477                                                                2,827
 Underlying revenue(4,5)                        28,581         13,595                                                               42,176
 Less: Share of revenue of joint ventures       (24)           (150)                                                                (174)
 Revenue                                        28,557         13,445                                                               42,002

 

 1.  There is no inter-segment trading.
 2.  An analysis of revenue recognised over time and at a point in time is not
     provided on the basis that the nature, amount, timing and uncertainty of
     revenue and cash flows are considered to be similar.
 3.  Our former Rest of World region now accounts for c.5% of the Group's revenue
     on a pro forma basis. With effect from 1 October 2024, the Group's internal
     management reporting structure changed to combine Rest of World with Europe to
     form a new International region. Comparative segmental financial information
     for 2024 has been re-presented.
 4.  Revenue plus share of revenue of joint ventures.
 5.  Underlying revenue arising in the UK, the Group's country of domicile, was
     $4,218m (2024: $3,461m). Underlying revenue arising in the US region was
     $29,868m (2024: $27,136m). Underlying revenue arising in all countries outside
     the UK from which the Group derives revenue was $41,909m (2024: $38,715m).

 

                                                                      Geographical segments
 Profit by geographical segment                                       North America  International  Central activities  Total

$m
$m
$m
$m
 Year ended 30 September 2025
 Underlying operating profit/(loss) before results of joint ventures  2,557          892            (151)               3,298
 and associates
 Add: Share of profit before tax of joint ventures                    1              -              -                   1
 Add: Share of results of associates                                  24             12             -                   36
 Underlying operating profit/(loss)1                                  2,582          904            (151)               3,335
 Less: Acquisition-related charges2                                   (111)          (246)          -                   (357)
 Less: Charges related to the strategic portfolio review(2)           -              (2)            (1)                 (3)
 Less: One-off pension charge(2)                                      -              (11)           -                   (11)
 Operating profit/(loss)                                              2,471          645            (152)               2,964
 Net loss on sale and closure of businesses2                                                                            (31)
 Finance costs                                                                                                          (349)
 Profit before tax                                                                                                      2,584
 Income tax expense                                                                                                     (704)
 Profit for the year                                                                                                    1,880

 

 1.  Operating profit excluding specific adjusting items (see note 14).
 2.  Specific adjusting item (see note 14).

 

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

2 Segmental analysis (continued)

                                                                                        Geographical segments
 Profit by geographical segment                                                         North America         International(1)                                                    Central activities  Total

$m

$m
$m
                                                                                                       $m
 Year ended 30 September 2024
 Underlying operating profit/(loss) before results of joint ventures  2,313                            784                                                                        (144)               2,953
 and associates
 Add: Share of profit before tax of joint ventures                    1                                16                                                                         -                   17
 Add: Share of results of associates                                  21                               7                                                                          -                   28
 Underlying operating profit/(loss)2                                  2,335                            807                                                                        (144)               2,998
 Less: Acquisition-related charges3                                   (84)                             (151)                                                                      -                   (235)
 Less: Charges related to the strategic portfolio review(3)           -                                (43)                                                                       (127)               (170)
 Less: One-off pension charge(3)                                      -                                (8)                                                                        -                   (8)
 Less: Tax on share of profit of joint ventures(3)                    -                                (1)                                                                        -                   (1)
 Operating profit/(loss)                                              2,251                            604                                                                        (271)               2,584
 Net loss on sale and closure of businesses3                                                                                                                                                          (203)
 Finance costs                                                                                                                                                                                        (325)
 Profit before tax                                                                                                                                                                                    2,056
 Income tax expense                                                                                                                                                                                   (642)
 Profit for the year                                                                                                                                                                                  1,414

 

 1.  Our former Rest of World region now accounts for c.5% of the Group's revenue
     on a pro forma basis. With effect from 1 October 2024, the Group's internal
     management reporting structure changed to combine Rest of World with Europe to
     form a new International region. Comparative segmental financial information
     for 2024 has been re-presented.
 2.  Operating profit excluding specific adjusting items (see note 14).
 3.  Specific adjusting item (see note 14).

3 Operating costs

 Operating costs                                       Notes  2025    2024

$m
$m
 Cost of inventories consumed                                 12,434  11,482
 Employee remuneration                                        21,787  19,598
 Commissions and fees paid to clients                         1,778   1,811
 Amortisation - other intangible assets                       183     150
 Amortisation - contract fulfilment assets                    338     306
 Depreciation - right-of-use assets                           262     220
 Depreciation - property, plant and equipment                 407     374
 Impairment losses - non-current assets                       8       10
 Impairment reversals - non-current assets                    -       (7)
 Acquisition-related charges(1)                        14     357     235
 Charges related to the strategic portfolio review(1)  14     3       170
 Other                                                        5,586   5,113
 Total                                                        43,143  39,462

 

 1.  Specific adjusting item (see note 14).

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

4 Tax

 Income tax expense                    2025  2024

$m
$m
 Current tax
 Current year                          766   703
 Adjustment in respect of prior years  (12)  (38)
 Current tax expense                   754   665
 Deferred tax
 Current year                          (26)  (39)
 Adjustment in respect of prior years  (24)  16
 Deferred tax credit                   (50)  (23)
 Total                                 704   642

 

The income tax expense for the year is based on the effective UK statutory
rate of corporation tax for the period of 25% (2024: 25%). Overseas tax is
calculated at the rates prevailing in the respective jurisdictions.

The global nature of the Group's operations gives rise to various factors
which could affect the future tax rate. These include the mix of profits,
changes to overseas statutory tax rates or tax legislation and the foreign
exchange rates applicable when those profits are translated into US dollars.
The future tax charge may also be affected by the impact of acquisitions,
disposals or other restructuring activities and the resolution of open issues
with tax authorities.

The Group has operations in over 25 countries. The tax position in each
country is often not agreed with the tax authorities until some time after the
relevant period end and, if subject to a tax audit, may be open for an
extended period. In these circumstances, the recognition of tax liabilities
and assets requires management estimation to reflect a variety of factors,
including historical experience, interpretations of tax law and the likelihood
of settlement.

The international corporate tax environment remains complex and the sustained
increase in audit activity from tax authorities means that the potential for
tax uncertainties and disputes remains high. Where the final tax outcome of
these matters is different from the amounts that were initially recorded, such
differences will impact the results in the year in which such determination is
made. In addition, the calculation and recognition of temporary differences
giving rise to deferred tax assets requires estimates to be made of the extent
to which future taxable profits are available against which these temporary
differences can be utilised.

Uncertain tax positions

Tax risk can arise from unclear regulations and differences in interpretation
but, most significantly, where tax authorities apply diverging standards in
assessing intra-group cross-border transactions. The Group has recognised
provisions in respect of uncertain tax positions, none of which is
individually material. In determining such liabilities, the Group assesses the
range of potential outcomes and estimates whether additional tax may be due.

The Group is currently subject to audits and reviews in a number of countries
that primarily relate to complex corporate tax issues.

The Group does not currently anticipate any material changes to the amounts
recorded at 30 September 2025.

Deferred tax assets

Deferred tax assets of $246m (2024: $179m) include $73m (2024: $80m) relating
to the carry forward of unused tax losses. It is considered probable that
sufficient taxable profits over a period of between one and five years will be
available against which the unused tax losses can be utilised. In evaluating
whether sufficient taxable profits will be available in the future, forecasts
have been derived from the most recent three-year strategic plan approved by
management, adjusted for the effect of applicable tax laws and regulations
relevant to those future taxable profits. No reasonably possible change in any
of the key assumptions would result in a significant reduction in projected
taxable profits such that the recognised deferred tax assets would not be
realised.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

4 Tax (continued)

Regulatory developments

The legislation implementing the Pillar Two Model Rules in the UK applies to
the Group from 1 October 2024. The Group is monitoring the status of
implementation of the model rules worldwide. For the financial year ended 30
September 2025, the liability for Pillar Two taxes is assessed at less than
$1m. The temporary exception under IAS 12 Income Taxes has been applied in
relation to the accounting for deferred taxes arising from the implementation
of the Pillar Two Model Rules.

5 Earnings per share

 Profit for the year attributable to equity shareholders  2025   2024

$m
$m
 Profit for the year attributable to equity shareholders  1,868  1,404

 

 

 Weighted average number of ordinary shares                                 2025                                           2024

Ordinary shares of 11(1)/(20)p each millions
Ordinary shares of

11(1)/(20)p each millions
 Weighted average number of ordinary shares for basic earnings per share    1,697                                          1,705
 Dilutive effect of share-based payment plans                               2                                              2
 Weighted average number of ordinary shares for diluted earnings per share  1,699                                          1,707

 

 Earnings per share  2025    2024

cents
cents
 Basic               110.1   82.3
 Diluted             109.9   82.2

 

6 Dividends

A final dividend in respect of 2025 of 43.3c per share, $735m in aggregate1,
has been proposed, giving a total dividend in respect of 2025 of 65.9c per
share (2024: 59.8c per share). The proposed final dividend is subject to
approval by shareholders at the Annual General Meeting to be held on 5
February 2026.

                                                                             2025                   2024
 Dividends on ordinary shares                                                Dividends   $m         Dividends   $m

per share
per share

cents
cents
 Amounts recognised as distributions to equity shareholders during the year
 Final 2023                                                                  -           -          34.7        606
 Interim 2024                                                                -           -          20.7        357
 Final 2024                                                                  39.1        670        -           -
 Interim 2025                                                                22.6        377        -           -
 Total                                                                       61.7        1,047      55.4        963

 

 1.  Based on the number of ordinary shares in issue at 30 September 2025,
     excluding shares held in treasury and the Compass Group PLC All Share Schemes
     Trust (1,697m shares).

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

7 Goodwill

 Goodwill                                             Dupont Restauration  4Service  Other  2025   2024

$m
$m
$m
$m
$m
 Cost
 At 1 October                                         -                    -         7,681  7,681  6,748
 Classified as held for sale at 30 September 2024(1)  -                    -         14     14     (14)
 Business acquisitions                                144                  298       248    690    618
 Sale and closure of businesses(1)                    -                    -         (15)   (15)   (78)
 Currency adjustment                                  12                   47        (70)   (11)   407
 At 30 September                                      156                  345       7,858  8,359  7,681
 Impairment
 At 1 October                                         -                    -         782    782    643
 Classified as held for sale at 30 September 2024(1)  -                    -         1      1      (1)
 Sale and closure of businesses(1)                    -                    -         (1)    (1)    (7)
 Currency adjustment                                  -                    -         (110)  (110)  147
 At 30 September                                      -                    -         672    672    782
 Net book value
 At 30 September                                      156                  345       7,186  7,687  6,899

 

 1.  The assets and liabilities of the businesses classified as held for sale at 30
     September 2024 were sold during 2025 and are included in sale and closure of
     businesses (see note 10).

 

 

 Goodwill by business segment  2025   2024

$m
$m
 Net book value
 US                            3,097  2,961
 Canada                        313    328
 North America                 3,410  3,289
 UK(1,2)                       2,539  2,433
 Norway                        378    31
 Other                         1,360  1,146
 International(3)              4,277  3,610
 Total                         7,687  6,899

 

 1.  Includes $1.8bn (2024: $1.7bn) which arose in 2000 on the Granada transaction.
 2.  2024 includes $352m of goodwill recognised on the acquisition of CH&CO
     which has been allocated to the UK CGU on completion of the integration of the
     business in 2025.
 3.  Our former Rest of World region now accounts for c.5% of the Group's revenue
     on a pro forma basis. With effect from 1 October 2024, the Group's internal
     management reporting structure changed to combine Rest of World with Europe to
     form a new International region. Comparative segmental financial information
     for 2024 has been re-presented.

Goodwill is tested annually for impairment and is carried at cost less any
accumulated impairment losses. Goodwill is allocated to the cash-generating
units (CGUs) or groups of CGUs that are expected to benefit from the
acquisition, which is usually the geographical location of the operations of
the Group. Goodwill is subsequently monitored and tested for impairment at the
level at which it is allocated. The recoverable amount of a CGU is determined
based on value-in-use calculations.

Impairment testing

The key assumptions used in the value-in-use calculations are: operating cash
flow forecasts from the most recent three-year strategic plan approved by
management, adjusted to remove the expected benefits of future restructuring
activities and improvements to assets; externally-derived long-term growth
rates; and pre-tax discount rates.

The strategic plan is based on expectations of future outcomes taking into
account past experience, adjusted for anticipated revenue growth from both new
business and like-for-like growth, and taking into consideration macroeconomic
and geopolitical factors, including the impact of inflation.

Cash flows beyond the three-year period covered by the plan are extrapolated
using estimated growth rates based on expected local economic conditions and
do not exceed the long-term average growth rate for the country. Cash flow
forecasts for a period of up to five years are used by exception to reflect
the medium-term prospects of the business if the initial level of headroom in
the impairment test for a country is low, with cash flows beyond five years
extrapolated using estimated growth rates that do not exceed the long-term
average growth rate for that country.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

7 Goodwill (continued)

The pre-tax discount rates are based on the Group's Weighted Average Cost of
Capital (WACC) adjusted for specific risks relating to the country in which
the CGU operates. The beta and gearing ratio assumptions used in the
calculation of the discount rates represent market participant measures based
on the averages of a number of companies with similar assets.

                            2025                                        2024
 Growth and discount rates  Long-term growth rates  Pre-tax discount    Long-term growth rates  Pre-tax discount

                                                    rates                                       rates
 US                         2.3%                    11.2%               2.6%                    11.3%
 Canada                     2.1%                    11.7%               2.1%                    11.5%
 UK                         2.0%                    11.4%               2.0%                    11.1%
 Norway                     2.1%                    11.0%               2.0%                    11.0%
 Other(1)                   0.9% - 4.4%             8.2% - 17.0%        1.2% - 4.2%             8.3% - 15.9%

 

 1.  Other excludes Türkiye which has residual growth rate and pre-tax discount
     rate assumptions of 15.1% (2024: 15.5%) and 26.5% (2024: 27.1%), respectively.

Consistent with prior years, the goodwill impairment testing was performed as
at 31 July. Subsequent to 31 July, management has considered whether there
have been any indicators that the goodwill may be impaired. There was no
impact on the reported amounts of goodwill as a result of this review.

Sensitivity analysis

The Group has performed a sensitivity analysis based on changes in key
assumptions considered to be reasonably possible by management. The
sensitivity analysis is prepared on the basis that a change in the assumptions
would not have a consequential impact on other assumptions used in the
impairment testing. There was no impact on the reported amounts of goodwill as
a result of this review.

The recoverable amount of the Group's operations in the UK, which is estimated
to exceed its carrying value by $572m (2024: $512m), is sensitive to a
reasonably possible change in the pre-tax discount rate. In the event that the
pre-tax discount increased by 1%, the estimated recoverable amount would
decrease by $411m (2024: $309m). In order for the estimated recoverable amount
to be equal to the carrying value, the pre-tax discount rate would have to
increase by 1.5% (2024: 1.8%), projected operating profit decrease by 13%
(2024: 16%) or the long-term growth rate decrease to a decline of 0.1% (2024:
0.6%).

No other reasonably possible changes in key assumptions would cause the
estimated recoverable amounts of the individually significant CGUs disclosed
above to fall below their carrying values.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

8 Reconciliation of operating profit to cash generated from operations

 Reconciliation of operating profit to cash generated from operations          2025   2024

$m
$m
 Operating profit before joint ventures and associates                         2,927  2,540
 Adjustments for:
 Acquisition-related charges1                                                  269    194
 Charges related to the strategic portfolio review                             3      170
 One-off pension charge                                                        11     8
 Amortisation - other intangible assets(2)                                     183    150
 Amortisation - contract fulfilment assets                                     338    306
 Amortisation - contract prepayments                                           112    94
 Depreciation - right-of-use assets                                            262    220
 Depreciation - property, plant and equipment                                  407    374
 Unwind of costs to obtain contracts                                           39     33
 Impairment losses - non-current assets(3)                                     8      10
 Impairment reversals - non-current assets(3)                                  -      (7)
 Gain on disposal of property, plant and equipment/intangible assets/contract  -      (5)
 fulfilment assets
 Other non-cash changes                                                        (8)    -
 (Decrease)/increase in provisions                                             (1)    7
 Investment in contract prepayments                                            (197)  (213)
 Increase in costs to obtain contracts4                                        (60)   (47)
 Post-employment benefit obligations net of service costs                      11     7
 Share-based payments - charged to profit                                      82     68
 Operating cash flow before movements in working capital                       4,386  3,909
 Increase in inventories                                                       (64)   (36)
 Increase in receivables                                                       (444)  (670)
 Increase in payables                                                          468    892
 Cash generated from operations                                                4,346  4,095

 

 1.  Includes amortisation and impairment of acquisition intangibles. Excludes
     acquisition transaction costs of $88m (2024: $41m) as acquisition transaction
     costs are included in net cash flow from operating activities.
 2.  Excludes amortisation of acquisition intangibles.
 3.  Excludes impairment losses of $13m (2024: $156m) and impairment reversals of
     $7m (2024: $nil) included in charges related to the strategic portfolio
     review.
 4.  Cash payments in respect of contract balances are classified as cash flows
     from operating activities, with the exception of contract fulfilment assets
     which are classified as cash flows from investing activities as they arise out
     of cash payments in relation to assets that will generate long-term economic
     benefits. During the year, the purchase of contract fulfilment assets
     classified as cash flows from investing activities was $492m (2024: $508m).

 

 

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

9 Financial instruments

Certain of the Group's financial instruments are held at fair value.

The fair value of a financial instrument is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the balance sheet date.

The fair value measurement hierarchy is as follows:

·    Level 1: Quoted prices (unadjusted) in active markets for identical
assets or liabilities

·    Level 2: Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices)

·    Level 3: Inputs for the asset or liability that are not based on
observable market data (i.e. unobservable inputs)

There were no transfers of financial instruments between levels of the fair
value hierarchy in either the year ended 30 September 2025 or 2024. The
carrying amounts of financial instruments measured at fair value are shown in
the table below:

 Financial instruments measured at fair value                    Level  2025   2024

$m
$m
 Non-current
 Rabbi Trust investments(1)                                      1      1,181  1,022
 Mutual fund investments(1)                                      1      57     62
 Life insurance policies(1)                                      2      32     36
 Derivative financial instruments - assets                       2      97     69
 Derivative financial instruments - liabilities                  2      (89)   (187)
 Trade investments1                                              3      53     29
 Other investments(1)                                            3      7      -
 Contingent consideration payable on business acquisitions(2)    3      (104)  (102)
 Non-controlling interest put options2                           3      (119)  (65)
 Current
 Money market funds3                                             1      1      126
 Derivative financial instruments - assets                       2      4      36
 Derivative financial instruments - liabilities                  2      (13)   (21)
 Contingent consideration payable on business acquisitions(2)    3      (110)  (250)
 Non-controlling interest put options2                           3      -      (5)

 

 1.  Classified as other investments in the consolidated balance sheet.
 2.  Classified as trade and other payables in the consolidated balance sheet.
 3.  Classified as cash and cash equivalents in the consolidated balance sheet on
     the basis that they have a maturity of three months or less from the date of
     acquisition.

Due to the variability of the valuation factors, the fair values presented at
30 September 2025 may not be indicative of the amounts the Group would expect
to realise in the current market environment. The fair values of financial
instruments at levels 2 and 3 of the fair value hierarchy have been determined
based on the valuation methodologies listed below:

Level 2

Life insurance policies Cash surrender values provided by third-party
insurance providers.

Derivative financial instruments Present values determined from future cash
flows discounted at rates derived from market-sourced data. The fair values of
derivative financial instruments represent the maximum credit exposure.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

9 Financial instruments (continued)

Level 3

Trade and other investments Estimated values using income and market value
approaches.

Contingent consideration payable on business acquisitions Estimated amounts
payable based on the likelihood of specified conditions, such as earnings
targets, being met.

Non-controlling interest put options Estimated amounts payable based on the
likelihood of options being exercised by minority shareholders.

A reconciliation from opening to closing balances for Level 3 financial
instruments is as follows:

                                                                           2025                                                                                                                 2024
 Level 3 financial instruments                                             Trade investments  Contingent consideration payable on business acquisitions  Non-                                   Trade investments  Contingent consideration payable on business acquisitions  Non-

$m
$m

$m
$m
controlling interest put options
                                                                                                                                                         controlling interest put options
$m

$m
 At 1 October                                                              29                 (352)                                                      (70)                                   181                (158)                                                      (22)
 Change in fair value recognised in the income statement                   -                  (27)                                                       -                                      -                  (67)                                                       -
 Change in fair value recognised in the statement of comprehensive income  (3)                -                                                          -                                      175                -                                                          -
 Change in fair value recognised in the statement of changes in equity     -                  -                                                          (3)                                    -                  -                                                          7
 Additions                                                                 30                 (88)                                                       (52)                                   -                  (153)                                                      (54)
 Disposals                                                                 (3)                -                                                          -                                      (327)              -                                                          -
 Purchase of non-controlling interests(1)                                  -                  -                                                          5                                      -                  -                                                          -
 Payments relating to businesses acquired in previous years                -                  263                                                        -                                      -                  50                                                         -
 Net present value adjustments                                             -                  (11)                                                       -                                      -                  (9)                                                        -
 Currency translation                                                      -                  1                                                          1                                      -                  (15)                                                       (1)
 At 30 September                                                           53                 (214)                                                      (119)                                  29                 (352)                                                      (70)

 

 1.  2025 includes a cash payment of $2m and non-cash consideration of $3m.

The directors do not consider that any reasonably possible changes in the key
assumptions would cause the fair value of the Level 3 financial instruments to
be significantly higher or lower.

With the exception of borrowings, the carrying amounts of financial
instruments measured at amortised cost approximate to their fair values.
Borrowings are measured at amortised cost unless they are part of a fair value
hedge, in which case amortised cost is adjusted for the fair value
attributable to the risk being hedged. The carrying amount of borrowings at 30
September 2025 is $5,426m (2024: $4,596m). The fair value of borrowings at 30
September 2025, calculated by discounting future cash flows to net present
values at current market rates for similar financial instruments (Level 2
inputs), is $5,479m (2024: $4,625m).

 

 

 

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

10 Acquisition, sale and closure of businesses

Acquisition of businesses

The total cash spent on the acquisition of subsidiaries during the year, net
of cash acquired, was $1,485m (2024: $1,256m), including $145m (2024: $431m)
on the repayment of borrowings acquired through business acquisitions, $274m
(2024: $61m) of deferred and contingent consideration and other payments
relating to businesses acquired in previous years, and $89m (2024: $41m) of
acquisition transaction costs included in net cash flow from operating
activities.

The Group made two individually material acquisitions during the year (Dupont
Restauration and 4Service). Detailed disclosures in respect of these
acquisitions are provided below.

Dupont Restauration

On 31 October 2024, the Group acquired 100% of the issued share capital of DR
Holding (trading as Dupont Restauration), a provider of contract catering
services in France, for cash consideration of €198m ($215m) net of cash
acquired. The cash consideration excludes third-party debt acquired and repaid
on the date of acquisition of €64m ($69m).

The goodwill of $144m represents the premium the Group has paid to acquire a
company that complements its existing businesses and creates significant
opportunities for synergies, including economies of scale in purchasing and
overhead cost savings.

The fair value of net assets acquired includes $160m in respect of other
intangible assets which mainly relate to brands ($28m) and client contracts
($130m). The brands were valued using the relief from royalty method, with the
key assumptions being forecast revenue, royalty rate, useful life and discount
rate. The client contracts were valued using the multi-period excess earnings
method, with the key assumptions being forecast operating profit, attrition
rate, useful life and discount rate. The intangible assets were valued by
independent valuation experts.

The acquisition did not have a material impact on the Group's revenue or
profit for the year. If the acquisition had occurred on 1 October 2024, it
would not have had a material impact on the Group's revenue or profit for the
year.

4Service

On 17 January 2025, the Group acquired 100% of the issued share capital of
4Service Holding (trading as 4Service), a provider of catering and facility
management services in Norway, for cash consideration of NOK 3,964m ($343m)
net of cash acquired. The cash consideration excludes third-party debt
acquired and repaid on the date of acquisition of NOK 854m ($74m).

The goodwill of $298m represents the premium the Group has paid to acquire a
company that complements its existing businesses and enhances its
capabilities, as well as creating significant opportunities for synergies,
including economies of scale in purchasing, overhead cost savings and
cross-selling opportunities with existing clients.

 

The fair value of net assets acquired includes $218m in respect of other
intangible assets which mainly relate to brands ($57m) and client contracts
($157m). The brands were valued using the relief from royalty method, with the
key assumptions being forecast revenue, royalty rate, useful life and discount
rate. The client contracts were valued using the multi-period excess earnings
method, with the key assumptions being forecast operating profit, attrition
rate, useful life and discount rate. The intangible assets were valued by
independent valuation experts.

 

The acquisition did not have a material impact on the Group's revenue or
profit for the year. If the acquisition had occurred on 1 October 2024, it
would not have had a material impact on the Group's revenue or profit for the
year.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

10 Acquisition, sale and closure of businesses (continued)

All acquisitions

A summary of the Dupont Restauration and 4Service acquisitions, together with
all acquisitions completed during the year in aggregate, is presented below:

 Acquisition of businesses                                               Dupont Restauration  4Service  Others  Total

                                                                         $m                   $m        $m      $m
 Net assets acquired
 Other intangible assets                                                 160                  218       306     684
 Costs to obtain and fulfil contracts                                    -                    -         3       3
 Right-of-use assets                                                     14                   52        18      84
 Property, plant and equipment                                           11                   8         28      47
 Trade and other receivables                                             78                   64        45      187
 Deferred tax assets                                                     -                    -         1       1
 Inventories                                                             6                    5         11      22
 Cash and cash equivalents                                               37                   47        37      121
 Borrowings                                                              (69)                 (74)      (4)     (147)
 Lease liabilities                                                       (14)                 (52)      (18)    (84)
 Provisions                                                              (6)                  (1)       -       (7)
 Current tax liabilities                                                 (1)                  (5)       (1)     (7)
 Trade and other payables                                                (66)                 (118)     (72)    (256)
 Post-employment benefit obligations                                     (3)                  -         -       (3)
 Deferred tax liabilities                                                (39)                 (47)      (15)    (101)
 Fair value of net assets acquired                                       108                  97        339     544
 Less: Non-controlling interests                                         -                    (5)       (27)    (32)
 Goodwill                                                                144                  298       248     690
 Total consideration                                                     252                  390       560     1,202

 Satisfied by
 Cash consideration paid                                                 252                  390       456     1,098
 Deferred and contingent consideration payable                           -                    -         95      95
 Settlement of pre-existing relationship                                 -                    -         2       2
 Non-controlling interest put options payable                            -                    -         7       7
 Total consideration                                                     252                  390       560     1,202

 Cash flow
 Cash consideration paid                                                 252                  390       456     1,098
 Less: Cash and cash equivalents acquired                                (37)                 (47)      (37)    (121)
 Cash consideration net of cash acquired                                 215                  343       419     977
 Add: Repayment of borrowings acquired through business acquisitions(1)  69                   74        2       145
 Add: Acquisition transaction costs2                                     8                    14        67      89
 Net cash outflow arising on acquisition                                 292                  431       488     1,211
 Deferred and contingent consideration and other payments relating to    -                    -         274     274
 businesses acquired in previous years
 Total cash outflow from purchase of subsidiary companies                292                  431       762      1,485

 Consolidated cash flow statement
 Net cash flow from operating activities(2)                              8                    14        67      89
 Net cash flow from investing activities                                 215                  343       693     1,251
 Net cash flow from financing activities(1)                              69                   74        2       145
 Total cash outflow from purchase of subsidiary companies                292                  431       762     1,485

 

 1.  Repayment of borrowings acquired through business acquisitions is included in
     net cash flow from financing activities.
 2.  Acquisition transaction costs are included in net cash flow from operating
     activities.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

10 Acquisition, sale and closure of businesses (continued)

Contingent consideration is an estimate at the date of acquisition of the
amount of additional consideration that will be payable in the future. The
actual amount paid can vary from the estimate depending on the terms of the
transaction and, for example, the actual performance of the acquired business.

The goodwill arising on the acquisition of the businesses represents the
premium the Group has paid to acquire companies which complement its existing
businesses and create significant opportunities for cross-selling and other
synergies. The goodwill arising is not expected to be deductible for tax
purposes.

The acquisitions did not have a material impact on the Group's revenue or
profit for the year. If the acquisitions had occurred on 1 October 2024, they
would not have had a material impact on the Group's revenue or profit for the
year.

In July 2025, the Group announced that it had agreed to acquire Vermaat Groep
B.V., subject to regulatory approval, for an enterprise value of approximately
€1.5bn ($1.8bn).

Sale and closure of businesses

The Group has recognised a net loss of $31m (2024: $203m) on the sale and
closure of businesses, including exit costs of $25m (2024: $92m). Activity in
the year includes the sale of the Group's businesses in Chile, Colombia,
Mexico and Kazakhstan.

A summary of business disposals completed during the year is presented in
aggregate below:

 

 Sale and closure of businesses                                                 2025   2024

$m
$m
 Net assets disposed
 Goodwill                                                                       14     71
 Other intangible assets                                                        2      13
 Costs to obtain and fulfil contracts                                           1      -
 Right-of-use assets                                                            7      4
 Property, plant and equipment                                                  23     26
 Interest in joint ventures and associates                                      3      61
 Trade and other receivables                                                    162    200
 Deferred tax assets                                                            18     14
 Inventories                                                                    13     21
 Tax recoverable                                                                12     1
 Cash and cash equivalents                                                      36     30
 Assets held for sale                                                           -      5
 Lease liabilities                                                              (6)    (4)
 Provisions                                                                     (8)    (14)
 Current tax liabilities                                                        (12)   (15)
 Trade and other payables                                                       (156)  (210)
 Net assets disposed                                                            109    203

 Consolidated income statement
 Cash consideration                                                             241    319
 Deferred consideration(1)                                                      (69)   24
 Less: Net assets disposed                                                      (109)  (203)
 Less: Exit costs                                                               (25)   (92)
 Less: Loss on step acquisitions                                                -      (1)
 Less: Reclassification of cumulative currency translation differences on sale  (69)   (250)
 of businesses(2)
 Net loss on sale and closure of businesses                                     (31)   (203)

 Consolidated cash flow statement
 Cash consideration received                                                    241    319
 Tax payments arising on disposal of businesses                                 (13)   (35)
 Exit costs paid                                                                (26)   (29)
 Cash and cash equivalents disposed                                             (36)   (30)
 Net proceeds from sale of subsidiary companies, joint ventures and associates  166    225
 net of exit costs

 

 1.  Includes deferred consideration received of $95m (2024: $13m).
 2.  Includes cumulative foreign exchange losses of $1m (2024: gains of $8m) on net
     investment hedges.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

11 Contingent liabilities

Litigation and claims

The Group is involved in various legal proceedings incidental to the nature of
its business and maintains insurance cover to reduce financial risk associated
with claims related to these proceedings. Where appropriate, provisions are
made to cover any potential uninsured losses.

Although it is not possible to predict the outcome or quantify the financial
effect of these proceedings, or any claim against the Group related thereto,
in the opinion of the directors, any uninsured losses resulting from the
ultimate resolution of these matters will not have a material effect on the
financial position of the Group. The timing of the settlement of these
proceedings or claims is uncertain.

During the period of the Group's ownership of its business in Brazil, which
was sold in 2024, the federal tax authorities issued notices of deficiency in
respect of 2014 and 2017 relating primarily to the PIS/COFINS treatment of
certain food costs which we formally objected to and which are proceeding
through the appeals process. At 30 September 2025, the total amount assessed
in respect of these matters is $86m, including interest and penalties. The
possibility of further notices of deficiency for subsequent years during the
period of the Group's ownership cannot be ruled out and the judicial process
is likely to take a number of years to conclude. Based on the opinion of our
local legal advisers, we do not currently consider it likely that we will have
to settle a liability with respect to these matters and, on this basis, no
provision has been recorded.

The Group is currently subject to audits and reviews in a number of countries
that primarily relate to complex corporate tax issues. None of these audits is
currently expected to have a material impact on the Group's financial
position. We continue to engage with tax authorities and other regulatory
bodies on payroll and sales tax reviews, and compliance with labour laws and
regulations.

Food safety

In the ordinary course of business, food safety incidents are identified from
time to time and our businesses' operations receive external reviews of their
food hygiene and safety practices, both on a periodic basis and in connection
with identified incidents. At any point, a number of reviews will be ongoing.
Although it is not possible to predict the outcome or quantify the financial
effect of the outcome of these reviews, or any claim against Group companies
related thereto, in the opinion of the directors, any uninsured losses
resulting from the ultimate resolution of these ongoing reviews are not
expected to have a material effect on the financial position of the Group. The
timing of the outcome of these reviews is generally uncertain.

12 Related party transactions

The following transactions were carried out with related parties of Compass
Group PLC:

Subsidiaries

Transactions between the ultimate parent company and its subsidiaries, and
between subsidiaries, have been eliminated on consolidation.

Joint ventures

There were no significant transactions between joint ventures or joint venture
partners and the rest of the Group during the year.

Associates

There were no significant transactions with associated undertakings during the
year.

Key management personnel

The remuneration of directors and key management personnel is set out in note
4 to the consolidated financial statements in the 2025 Annual Report. During
the year, there were no other material transactions or balances between the
Group and its key management personnel or members of their close families.

Post-employment benefit schemes

Details of the Group's post-employment benefit schemes are set out in note 24
to the consolidated financial statements in the 2025 Annual Report.

13 Post-balance sheet events

On 24 November 2025, a final dividend in respect of 2025 of 43.3c per share,
$735m in aggregate, was proposed.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures

Introduction

The Executive Committee manages and assesses the performance of the Group
using various underlying and other Alternative Performance Measures (APMs).
These measures are not defined by International Financial Reporting Standards
(IFRS) or other generally accepted accounting principles (GAAP) and may not be
directly comparable with APMs used by other companies. Underlying measures
reflect ongoing trading and, therefore, facilitate meaningful year-on-year
comparison. The Group's APMs, together with the results prepared in accordance
with IFRS, provide comprehensive analysis of the Group's results. Accordingly,
the relevant statutory measures are also presented where appropriate. Certain
of the Group's APMs are financial Key Performance Indicators (KPIs) which
measure progress against our strategy.

In determining the adjustments to arrive at underlying results, we use a set
of established principles relating to the nature and materiality of individual
items or groups of items, including, for example, events which: (i) are
outside the normal course of business; (ii) are incurred in a pattern that is
unrelated to the trends in the underlying financial performance of our ongoing
business; or (iii) are related to business acquisitions or disposals as they
are not part of the Group's ongoing trading business and the associated cost
impact arises from the transaction rather than from the continuing business.

Definitions

 Measure                          Definition                                                                        Purpose
 Income statement
 Underlying revenue               Revenue plus share of revenue of joint ventures.                                  Allows management to monitor the sales performance of the Group's subsidiaries
                                                                                                                    and joint ventures.
 Underlying                       Operating profit excluding specific adjusting items(2).                           Provides a measure of operating profitability that is comparable over time.

operating profit
 Underlying                       Underlying operating profit divided by underlying revenue.                        An important measure of the efficiency of our operations in delivering great

operating margin1                                                                                                 food and support services to our clients and consumers.
 Organic revenue1                 Current year: Underlying revenue excluding businesses acquired, sold and          Embodies our success in growing and retaining our customer base, as well as
                                  closed in the year. Prior year: Underlying revenue including a pro forma 12       our ability to drive volumes in our existing businesses and maintain
                                  months in respect of businesses acquired in the year and excluding businesses     appropriate pricing levels in light of input cost inflation.
                                  sold and closed in the year, translated at current year exchange rates.

                                  Where applicable, a 53rd week is excluded from the current or prior year.
 Organic operating profit         Current year: Underlying operating profit excluding businesses acquired, sold     Provides a measure of operating profitability that is comparable over time.
                                  and closed in the year. Prior year: Underlying operating profit including a
                                  pro forma 12 months in respect of businesses acquired in the year and
                                  excluding businesses sold and closed in the year, translated at current year
                                  exchange rates.

                                  Where applicable, a 53rd week is excluded from the current or prior year.
 Underlying finance costs         Finance costs excluding specific adjusting items(2).                              Provides a measure of the Group's cost of financing excluding items outside of
                                                                                                                    the control of management.
 Underlying profit before tax     Profit before tax excluding specific adjusting items(2).                          Provides a measure of Group profitability that is comparable over time.
 Underlying income tax expense    Income tax expense excluding tax attributable to specific adjusting items(2).     Provides a measure of income tax expense that is comparable over time.
 Underlying effective             Underlying income tax expense divided by underlying profit before tax.            Provides a measure of the effective tax rate that is comparable over time.

tax rate

 

 1.  Key Performance Indicator.
 2.  See pages 47 and 48 for definitions of the specific adjusting items and a
     reconciliation from the statutory to the underlying income statement.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Definitions (continued)

 Measure                                                                                  Definition                                                                        Purpose
 Income statement (continued)
 Underlying profit for the year                                                           Profit for the year excluding specific adjusting items(2) and tax attributable    Provides a measure of Group profitability that is comparable over time.
                                                                                          to those items.
 Underlying profit attributable to equity shareholders (underlying earnings)              Profit for the year attributable to equity shareholders excluding specific        Provides a measure of Group profitability that is comparable over time.
                                                                                          adjusting items(2) and tax attributable to those items.
 Underlying earnings                                                                      Earnings per share excluding specific adjusting items(2) and tax attributable     Measures the performance of the Group in delivering value to shareholders.

per share1                                                                              to those items.
 Net operating profit after tax (NOPAT)                                                   Underlying operating profit excluding the operating profit of non-controlling     Provides a measure of Group operating profitability that is comparable over
                                                                                          interests, net of tax at the underlying effective tax rate.                       time.
 Underlying EBITDA                                                                        Underlying operating profit excluding underlying impairment, depreciation and     Provides a measure of Group operating profitability that is comparable over
                                                                                          amortisation of intangible assets, tangible assets and contract-related           time.
                                                                                          assets.
 Balance sheet
 Net debt                                                                                 Bank overdrafts, bank and other borrowings, lease liabilities and derivative      Allows management to monitor the indebtedness of the Group.
                                                                                          financial instruments, less cash and cash equivalents.
 Net debt to EBITDA                                                                       Net debt divided by underlying EBITDA.                                            Provides a measure of the Group's ability to finance and repay its debt from
                                                                                                                                                                            its operations.
 Capital employed                                                                         Total equity shareholders' funds, excluding: net debt; post-employment benefit    Provides a measure of the Group's efficiency in allocating its capital to
                                                                                          assets and obligations; and investments held to meet the cost of unfunded         profitable investments.
                                                                                          post-employment benefit obligations.
 Return on Capital Employed (ROCE)(1)                                                     NOPAT divided by 12-month average capital employed.                               ROCE demonstrates how we have delivered against the various investments we
                                                                                                                                                                            make in the business, be it operational expenditure, capital expenditure or
                                                                                                                                                                            bolt-on acquisitions.
 Cash flow
 Capital expenditure                                                                      Purchase of intangible assets, purchase of contract fulfilment assets,            Provides a measure of expenditure on long-term intangible, tangible and
                                                                                          purchase of property, plant and equipment and investment in contract              contract-related assets, net of the proceeds from disposal of intangible,
                                                                                          prepayments, less proceeds from sale of property, plant and                       tangible and contract-related assets.
                                                                                          equipment/intangible assets/contract fulfilment assets.
 Underlying operating cash flow                                                           Net cash flow from operating activities, including purchase of intangible         Provides a measure of the success of the Group in turning profit into cash
                                                                                          assets, purchase of contract fulfilment assets, purchase of property, plant       that is comparable over time.
                                                                                          and equipment, proceeds from sale of property, plant and equipment/intangible
                                                                                          assets/contract fulfilment assets, repayment of principal under lease
                                                                                          liabilities and share of results of joint ventures and associates, and
                                                                                          excluding interest and net tax paid, post-employment benefit obligations net
                                                                                          of service costs, and cash payments related to specific adjusting items(2).

 

 1.   Key Performance Indicator.
 2.   See pages 47 and 48 for definitions of the specific adjusting items and a
     reconciliation from the statutory to the underlying income statement.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Definitions (continued)

 Measure                                              Definition                                                                            Purpose
 Cash flow (continued)
 Underlying operating cash flow conversion            Underlying operating cash flow divided by underlying operating profit.                Provides a measure of the success of the Group in turning profit into cash
                                                                                                                                            that is comparable over time.
 Free cash flow(3)                                    Net cash flow from operating activities, including purchase of intangible             Provides a measure of the success of the Group in turning profit into cash
                                                      assets, purchase of contract fulfilment assets, purchase of property, plant           that is comparable over time.
                                                      and equipment, proceeds from sale of property, plant and equipment/intangible
                                                      assets/contract fulfilment assets, purchase of other non-trade investments,
                                                      proceeds from sale of other non-trade investments, dividends received from
                                                      joint ventures and associates, interest received, repayment of principal under
                                                      lease liabilities and dividends paid to non-controlling interests.
 Underlying free                                      Free cash flow excluding cash payments related to specific adjusting items(2).        Provides a measure of the success of the Group in turning profit into cash

cash flow1                                                                                                                                that is comparable over time.
 Underlying free cash flow conversion                 Underlying free cash flow divided by underlying profit for the year.                  Provides a measure of the success of the Group in turning profit into cash
                                                                                                                                            that is comparable over time.
 Underlying cash                                      Net tax paid included in net cash flow from operating activities divided by           Provides a measure of the cash tax rate that is comparable over time.

tax rate                                            underlying profit before tax.
 Business growth
 New business                                         Current year underlying revenue for the period in which no revenue had been           The measure of incremental revenue in the current year from new business.
                                                      recognised in the prior year.
 Lost business                                        Prior year underlying revenue for the period in which no revenue has been             The measure of lost revenue in the current year from ceased business.
                                                      recognised in the current year.
 Net new business                                     New business minus lost business as a percentage of prior year organic                The measure of net incremental revenue in the current year from business wins
                                                      revenue.                                                                              and losses.
 Retention                                            100% minus lost business as a percentage of prior year organic revenue.               The measure of our success in retaining business.

 

 1.  Key Performance Indicator.
 2.  See pages 47 and 48 for definitions of the specific adjusting items and a
     reconciliation from the statutory to the underlying income statement.
 3.  The definition of free cash flow has been clarified to confirm that it
     excludes the purchase of trade investments and the proceeds from the sale of
     trade investments.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Reconciliations

Income statement

Underlying revenue and operating profit are reconciled to GAAP measures in
note 2 (segmental analysis).

                                                          Geographical segments
 Organic revenue                                          North America    International(1)       Total

$m

$m
                                                                         $m
 Year ended 30 September 2025
 Underlying revenue                                       31,417         14,710                   46,127
 Organic adjustments                                      (96)           (1,024)                  (1,120)
 Organic revenue                                          31,321         13,686                   45,007
 Year ended 30 September 2024
 Underlying revenue                                       28,581         13,595                   42,176
 Currency adjustments                                     (38)           (11)                     (49)
 Underlying revenue - constant currency(2)                28,543         13,584                   42,127
 Organic adjustments                                      161            (880)                    (719)
 Organic revenue                                          28,704         12,704                   41,408

 Increase in underlying revenue at reported rates - %     9.9%           8.2%                     9.4%
 Increase in underlying revenue at constant currency - %  10.1%          8.3%                     9.5%
 Increase in organic revenue - %                          9.1%           7.7%                     8.7%

 

 

                                                                     Geographical segments
   Organic operating profit                                          North America      International(1)     Central activities  Total

$m

$m
$m
                                                                                    $m
   Year ended 30 September 2025
   Underlying operating profit/(loss)                                2,582          904                      (151)               3,335
   Underlying operating margin - %                                   8.2%           6.1%                                         7.2%
   Organic adjustments                                               (4)            (69)                     -                   (73)
   Organic operating profit/(loss)                                   2,578          835                      (151)               3,262
   Year ended 30 September 2024
   Underlying operating profit/(loss)                                2,335          807                      (144)               2,998
   Underlying operating margin - %                                   8.2%           5.9%                                         7.1%
   Currency adjustments                                              (2)            (6)                      (4)                 (12)
   Underlying operating profit/(loss) - constant currency(2)         2,333          801                      (148)               2,986
   Organic adjustments                                               11             (69)                     -                   (58)
   Organic operating profit/(loss)                                   2,344          732                      (148)               2,928

   Increase in underlying operating profit at reported rates - %     10.6%          12.0%                                        11.2%
   Increase in underlying operating profit at constant currency - %  10.7%          12.9%                                        11.7%
   Increase in organic operating profit - %                          10.0%          14.1%                                        11.4%

 

 1.  Our former Rest of World region now accounts for c.5% of the Group's revenue
     on a pro forma basis. With effect from 1 October 2024, the Group's internal
     management reporting structure changed to combine Rest of World with Europe to
     form a new International region. Comparative segmental financial information
     for 2024 has been re-presented.
 2.  Prior year amounts retranslated at current year average exchange rates.

 

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Reconciliations (continued)

                                                                  Specific adjusting items
 Underlying income statement                              2025            1      2    3         4         5           2025 Underlying

Statutory
$m

$m
 Operating profit                                         2,964           357    11        -    3         -     3,335
 Net loss on sale and closure of businesses               (31)            -      -         -    31        -     -
 Finance costs                                            (349)           13     -         -    -         21    (315)
 Profit before tax                                        2,584           370    11        -    34        21    3,020
 Income tax expense                                       (704)           (75)   (3)       -    17        (5)   (770)
 Profit for the year                                      1,880           295    8         -    51        16    2,250
 Less: Non-controlling interests                          (12)            -      -         -    -         -     (12)
 Profit attributable to equity shareholders               1,868           295    8         -    51        16    2,238
 Earnings per share (cents)                               110.1c          17.4c  0.5c      -    3.0c      0.9c  131.9c
 Effective tax rate (%)                                   27.2%                                                 25.5%

 

                                                                             Specific adjusting items
 Underlying income statement                                         2024            1      2     3     4           5           2024 Underlying

Statutory
$m

$m
 Operating profit                                                    2,584           235    8     1     170         -     2,998
 Net loss on sale and closure of businesses                          (203)           -      -     -     203         -     -
 Finance costs                                                       (325)           9      -     -     -           67    (249)
 Profit before tax                                                   2,056           244    8     1     373         67    2,749
 Income tax expense                                                  (642)           (43)   (2)   (1)   1           (15)  (702)
 Profit for the year                                                 1,414           201    6     -     374         52    2,047
 Less: Non-controlling interests                                     (10)            -      -     -     -           -     (10)
 Profit attributable to equity shareholders                          1,404           201    6     -     374         52    2,037
 Currency adjustments                                                                                                     (13)
 Profit attributable to equity shareholders - constant currency                                                           2,024
 Earnings per share (cents)                                          82.3c           11.8c  0.4c  -     22.0c       3.0c  119.5c
 Earnings per share - constant currency (cents)                                                                           118.7c
 Effective tax rate (%)                                              31.2%                                                25.5%

 

Specific adjusting items are as follows:

1. Acquisition-related charges

Amortisation and impairment charges in respect of intangible assets acquired
through business combinations, direct costs incurred through business
combinations or other strategic asset acquisitions, business integration
costs, changes in consideration in relation to past acquisition activity,
other acquisition-related items, and net present value adjustments on deferred
and contingent consideration payable on business acquisitions.

 Acquisition-related charges                                                2025  2024

$m
$m
 Amortisation - acquisition intangibles                                     226   162
 Acquisition transaction costs                                              88    41
 Adjustment to contingent consideration payable on business acquisitions    27    67
 Gains on bargain purchases                                                 -     (35)
 Other                                                                      16    -
 Net charge included in operating profit                                    357   235
 Net present value adjustments - contingent consideration                   11    9
 Other                                                                      2     -
 Net charge included in profit before tax                                   370   244

2. One-off pension charge

Costs incurred in respect of the UK Plan insurance buy-in transaction.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Reconciliations (continued)

3. Tax on share of profit of joint ventures

Reclassification of tax on share of profit of joint ventures to income tax
expense.

4. Gains and losses on sale and closure of businesses and charges related to
the strategic portfolio

    review

Profits and losses on the sale of subsidiaries, joint ventures and associates,
exit costs on closure of businesses (see note 10) and charges in respect of a
strategic portfolio review to focus on the Group's core markets.

 Gains and losses on sale and closure of businesses and charges related to the                  2025  2024
 strategic portfolio review
$m
$m
 Other intangible assets(1)                                                                     13    146
 Joint ventures and associates(2)                                                               (7)   10
 Net impairment losses                                                                          6     156
 Provisions                                                                                     (5)   14
 Other                                                                                          2     -
 Charges related to the strategic portfolio review                                              3     170
 Net loss on sale and closure of businesses                                                     31    203
 Net charge included in profit before tax                                                       34    373

 

 1.  In 2024, a $146m charge was recognised for the non-cash impairment of
     work-in-progress head office (non-client-related) computer software assets.
 2.  The impairment reversal in 2025 relates to an asset held for sale.

5. Other financing items

Financing items, including hedge accounting ineffectiveness, change in the
fair value of derivatives held for economic hedging purposes, change in the
fair value of investments and financing items relating to post-employment
benefits.

 Other financing items                                                              2025  2024

$m
$m
 Dividends received from Rabbi Trust investments                                    38    28
 Change in fair value of financial assets at fair value through profit or loss      (4)   2
 Net losses on derivative financial instruments in a fair value hedge               (7)   (3)
 Net losses on derivative financial instruments in a net investment hedge           (13)  (5)
 Net gains/(losses) on derivative financial instruments at fair value through       4     (61)
 profit or loss
 Interest on net post-employment benefit obligations                                (38)  (29)
 Other                                                                              (1)   1
 Net charge included in profit before tax                                           (21)  (67)

 

 Net operating profit after tax (NOPAT)                    2025   2024

$m
$m
 Underlying operating profit                               3,335  2,998
 Deduct:
 Tax on underlying operating profit at effective tax rate  (847)  (762)
 Operating profit of non-controlling interests net of tax  (12)   (10)
 NOPAT                                                     2,476  2,226

 

 Underlying EBITDA                                                        2025   2024

$m
$m
 Underlying operating profit                                              3,335  2,998
 Add back/(deduct):
 Depreciation of property, plant and equipment and right-of-use assets    669    594
 Amortisation of other intangible assets, contract fulfilment assets and  633    550
 contract prepayments(1)
 Impairment losses - non-current assets(2)                                8      10
 Impairment reversals - non-current assets(2)                             -      (7)
 Underlying EBITDA                                                        4,645  4,145

 

 1.  Excludes amortisation of acquisition intangibles.
 2.  Excludes impairment losses of $13m (2024: $156m) and impairment reversals of
     $7m (2024: $nil) included in charges related to the strategic portfolio
     review.

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Reconciliations (continued)

Balance sheet

 Components of net debt            2025     2024

$m
$m
 Borrowings                        (5,426)  (4,596)
 Lease liabilities                 (1,566)  (1,315)
 Derivative financial instruments  (1)      (103)
 Gross debt                        (6,993)  (6,014)
 Cash and cash equivalents         575      623
 Net debt                          (6,418)  (5,391)

 

 Net debt reconciliation                                           2025     2024

$m
$m
 Net decrease in cash and cash equivalents                         (103)    (296)

 (Deduct)/add back:
 Increase in borrowings                                            (1,412)  (1,381)
 Repayment of borrowings                                           737      1,161
 Repayment of borrowings acquired through business acquisitions    145      431
 Net cash flow from derivative financial instruments               138      (46)
 Repayment of principal under lease liabilities                    265      227
 (Increase)/decrease in net debt from cash flows                   (230)    96
 New lease liabilities and amendments                              (411)    (325)
 Borrowings acquired through business acquisitions                 (147)    (431)
 Amortisation of fees and discounts on issue of debt               (5)      (4)
 Changes in fair value of borrowings in a fair value hedge         (8)      (175)
 Lease liabilities acquired through business acquisitions          (84)     (35)
 Lease liabilities derecognised on sale and closure of businesses  6        4
 Changes in fair value of derivative financial instruments         (11)     115
 Currency translation losses                                       (171)    (143)
 Increase in net debt                                              (1,061)  (898)
 Net debt at 1 October(1)                                          (5,357)  (4,459)
 Net debt at 30 September                                          (6,418)  (5,357)

 

 1.  Net debt at 1 October 2024 includes cash and lease liabilities of $34m
     classified as held for sale in the consolidated balance sheet at 30 September
     2024.

 

 

 Net debt                                                2025     2024

$m
$m
 Net debt(1)                                             (6,418)  (5,391)
 Add back:
 Cash and lease liabilities classified as held for sale  -        34
 Net debt at 30 September                                (6,418)  (5,357)

 

 1.  As per the consolidated balance sheet.

 

                             2025     2024

$m
$m
 Net debt to EBITDA
 Net debt                    (6,418)  (5,391)
 Underlying EBITDA           4,645    4,145
 Net debt to EBITDA (times)  1.4      1.3

 

 Return on Capital Employed (ROCE)  2025    2024

$m
$m
 NOPAT                              2,476   2,226
 Average capital employed           13,572  11,722
 ROCE (%)                           18.2%   19.0%

Cash flow

 Capital expenditure                                                             2025   2024

$m
$m
 Purchase of intangible assets                                                   347    329
 Purchase of contract fulfilment assets                                          492    508
 Purchase of property, plant and equipment                                       545    572
 Investment in contract prepayments                                              197    213
 Proceeds from sale of property, plant and equipment/intangible assets/contract  (67)   (81)
 fulfilment assets
 Capital expenditure                                                             1,514  1,541

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Reconciliations (continued)

 Underlying operating cash flow                                                      2025                  2024

$m
$m
 Net cash flow from operating activities                                             3,366                 3,135
 Purchase of intangible assets                                                       (347)                 (329)
 Purchase of contract fulfilment assets                                              (492)                 (508)
 Purchase of property, plant and equipment                                           (545)                 (572)
 Proceeds from sale of property, plant and equipment/intangible assets/contract      67                    81
 fulfilment assets
 Repayment of principal under lease liabilities                                      (265)                 (227)
 Share of results of joint ventures and associates                                   37                    44
 Add back/(deduct):
 Interest paid                                                                       327                   267
 Net tax paid                                                                        653                   693
 Post-employment benefit obligations net of service costs                            (11)                  (7)
 Cash payments related to specific adjusting items(1)                                114                   65
 Underlying operating cash flow                                                      2,904                 2,642

 1.                                        Primarily comprises acquisition transaction costs paid of $89m (2024: $41m).

 

 Underlying operating cash flow conversion      2025   2024

$m
$m
 Underlying operating cash flow                 2,904  2,642
 Underlying operating profit                    3,335  2,998
 Underlying operating cash flow conversion (%)  87.1%  88.1%

 

 Free cash flow                                                                  2025   2024

$m
$m
 Net cash flow from operating activities                                         3,366  3,135
 Purchase of intangible assets                                                   (347)  (329)
 Purchase of contract fulfilment assets                                          (492)  (508)
 Purchase of property, plant and equipment                                       (545)  (572)
 Proceeds from sale of property, plant and equipment/intangible assets/contract  67     81
 fulfilment assets
 Purchase of other investments                                                   (2)    (2)
 Proceeds from sale of other investments(1)                                      11     3
 Dividends received from joint ventures and associates(2)                        43     65
 Interest received                                                               37     39
 Repayment of principal under lease liabilities                                  (265)  (227)
 Dividends paid to non-controlling interests                                     (8)    (10)
 Free cash flow                                                                  1,865  1,675

 

 1.                           2024 excludes $327m received in respect of the sale of the Group's 19%
                              effective interest in ASM Global Parent, Inc. in August 2024. 2025 excludes
                              $80m of tax paid in respect of the sale and additional proceeds of $3m.
 2.                           2025 includes $11m of dividends received from the Group's business in Qatar,
                              which is classified as held for sale.

 Underlying free cash flow                                 2025                        2024

$m
$m
 Free cash flow                                            1,865                       1,675
 Add back:
 Cash payments related to specific adjusting items(1)      110                         65
 Underlying free cash flow                                 1,975                       1,740

 

 1.                                        Primarily comprises acquisition transaction costs paid of $89m (2024: $41m).

 Underlying free cash flow conversion      2025                                     2024

$m
$m
 Underlying free cash flow                 1,975                                    1,740
 Underlying profit for the year            2,250                                    2,047
 Underlying free cash flow conversion (%)  87.8%                                    85.0%

 

 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2025

14 Non-GAAP measures (continued)

Reconciliations (continued)

 

 Underlying cash tax rate      2025   2024

$m
$m
 Tax received                  5      18
 Tax paid                      (658)  (711)
 Net tax paid                  (653)  (693)
 Underlying profit before tax  3,020  2,749
 Underlying cash tax rate (%)  21.6%  25.2%

 

Business growth

 Net new business                 2025    2024

$m
$m
 New business less lost business  1,849   1,573
 Prior year organic revenue       41,408  37,075
 Net new business (%)             4.5%    4.2%

 

15 Exchange rates

Average rates are used to translate the income statement and cash flow
statement. Closing rates are used to translate the balance sheet. Only the
most significant currencies are shown.

                    Average             Year end
 Exchange rates     2025    2024        2025    2024
 Australian dollar  1.55    1.51        1.51    1.44
 Canadian dollar    1.40    1.36        1.39    1.35
 Euro               0.90    0.92        0.85    0.90
 Japanese yen       148.66  150.03      147.68  143.04
 Norwegian krone    10.61   10.68       9.98    10.53
 Pound sterling     0.76    0.79        0.74    0.75
 Turkish lira       37.72   31.33       41.58   34.19

 

 

 

Forward-looking statements

Certain information included in this Announcement is forward-looking and
involves risks, assumptions and uncertainties that could cause actual results
to differ materially from those expressed or implied by forward-looking
statements. Forward-looking statements cover all matters which are not
historical facts and include, without limitation, the direct and indirect
future impacts and implications of: public health crises on the economy,
nationally and internationally, and on the Group, its operations and
prospects; risks associated with changes in environmental scenarios and
related regulations including (without limitation) the evolution and
development of the global transition to a low-carbon economy (including
increasing societal and investor expectations); disruptions and inefficiencies
in supply chains (such as resulting from the wars in Ukraine and the Middle
East); future domestic and global political, economic and business conditions
(such as inflation or the UK's exit from the EU or changes in global trade
policies and conditions); projections relating to results of operations and
financial conditions and the Company's plans and objectives for future
operations, including, without limitation, discussions of expected future
revenues, financing plans and expected expenditures and divestments; risks
associated with changes in economic conditions, levels of economic growth and
the strength of the food and support services markets in the jurisdictions in
which the Group operates; fluctuations in food and other product costs and
labour costs; prices and changes in exchange and interest rates; and the
impacts of technological advancements. Forward-looking statements can be
identified by the use of forward-looking terminology, including terms such as
'believes', 'estimates', 'anticipates', 'expects', 'forecasts', 'intends',
'plans', 'projects', 'goal', 'target', 'aim', 'may', 'will', 'would', 'could'
or 'should' or, in each case, their negative or other variations or comparable
terminology.

Forward-looking statements in this Announcement are not guarantees of future
performance. All forward-looking statements in this Announcement are based
upon information known to the Company on the date of this Announcement.
Accordingly, no assurance can be given that any particular expectation will be
met and readers are cautioned not to place undue reliance on forward-looking
statements when making their investment decisions. Additionally,
forward-looking statements regarding past trends or activities should not be
taken as a representation or warranty that such trends or activities will
continue in the future. Other than in accordance with its legal or regulatory
obligations (including under the UK Listing Rules and the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority), the Company
undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Nothing in this Announcement shall exclude any liability under applicable laws
that cannot be excluded in accordance with such laws.

 

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.   END  FR FLFETLFLSFIE



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