REG - Tate & Lyle PLC - Final Results
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RNS Number : 6827J Tate & Lyle PLC 22 May 2025
Tate & Lyle PLC: Results for the Year Ended 31 March 2025
Issued: 22 May 2025
Strategic transformation positions business for growth
Tate & Lyle delivers 4% EBITDA growth and £190m free cash flow with CP
Kelco integration on track
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Tate & Lyle (LSE: TATE), a global leader in food and drink reformulation,
today issues its full-year results for the 2025 financial year reporting
robust volume and profit growth, strong cash generation and a newly enlarged
business positioned at the centre of the future of food, focused on
accelerating growth.
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Nick Hampton, Chief Executive, Tate & Lyle said:
"Over the last seven years, we have been executing a major strategic
transformation to make Tate & Lyle a growth-focused speciality food and
beverage solutions business aligned to growing, long-term consumer trends for
healthier, tastier and more sustainable food and drink. With the acquisition
of CP Kelco in November 2024, this transformation is complete.
The combination with CP Kelco makes Tate & Lyle a leader in Mouthfeel, a
critical driver of customer solutions, and further strengthens our Sweetening
and Fortification platforms. Our broader portfolio and technical expertise
also strengthen our customer solutions capabilities, and our ability to be the
solutions partner of choice for customers. As an expert in reformulation,
taking sugar, calories and fat out of food and adding fibre and protein, we
are leaders in helping customers improve the nutritional balance of food. We
are exactly where we want to be - right at the centre of the future of food.
As we start the new year, our focus is on delivering the benefits of the
combination and accelerating top-line growth. Integration is progressing
well and delivery of the synergies we previously announced is on-track. With
significant opportunities ahead, we are confident in the growth potential of
our business."
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Key headlines(1)
· Robust performance (ex-CP Kelco): EBITDA +4% (EBITDA margin + 200bps)
and revenue (5)%
· CP Kelco ahead of our acquisition plan: EBITDA(2) +9% (EBITDA margin
+100bps)
· Enlarged Tate & Lyle: EBITDA +5% on a pro forma basis(2)
· Accelerating innovation: New Products revenue +9%(3); Solutions new
business wins by value at 21%
· Productivity outperformance: US$50m of organic productivity benefits
delivered, well ahead of our target
· Higher EPS: adjusted EPS +4% at 50.3p; statutory diluted EPS 11.6p,
(71)% due to exceptional costs
· Excellent cash generation: Free cash flow of £190m (inc. CP Kelco), up
£20m with cash conversion of 82%
· Strong balance sheet: Net debt to EBITDA leverage of 2.2 times(2) at 31
March 2025, better than expected
· Enhanced shareholder returns: £216m share buy-back completed; 3.7%
increase in full-year dividend
Financial summary
Pro forma adjusted performance(1,2) Statutory performance(4)
(Including impact of CP Kelco acquisition from 1 April 2024) (Including CP Kelco from 15 November 2024)
2025 vs 2024 2025 vs 2024
Revenue £2 124m (3)% Revenue £1 736m 5%
Tate & Lyle £1 512m (5)% Tate & Lyle £1 512m (8)%
CP Kelco £612m 3% CP Kelco £224m n/a
EBITDA £446m 5% Operating profit £106m (49)%
Tate & Lyle £338m 4%
CP Kelco £108m 9% Profit after tax: Cont'ing ops £45m (72)%
Profit before tax £263m 7% Profit after tax: Discont'd ops £95m >99%
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1. Revenue growth, adjusted EBITDA and adjusted EBITDA margin, adjusted
earnings per share, free cash flow, return on capital employed, net debt and
net debt to EBITDA are non-GAAP measures (see pages 12 to 15). Changes in
adjusted performance metrics are in constant currency and for continuing
operations.
2. Pro forma financial information is presented as if CP Kelco was
acquired on 1 April 2024, with comparative information as if it was acquired
on 1 April 2023.
3. New Products revenue on a like-for-like basis (i.e. no products
removed from disclosure due to age); revenue was up 2% on a reported basis.
4. Statutory performance metrics changes are in reported currency.
Outlook
Given the significant benefits of the combination with CP Kelco, we expect the
enlarged Tate & Lyle to deliver an attractive medium-term financial
algorithm:
· Revenue growth towards the higher end of our 4-6% range each year
· EBITDA margin improvement
· Strong cash generation.
Our predominantly regional production model means we are well-placed to supply
customers. However, tariffs and the associated uncertainty have increased
costs for both us and our customers, mainly for products we supply between the
US and China.
While we await clarification on tariffs, we currently expect, for the year
ending 31 March 2026 in constant currency and compared to pro forma(5)
comparatives, to deliver revenue growth at, or slightly below, the bottom of
our medium-term range, with EBITDA growth ahead of revenue balancing
productivity, cost synergies and investment in future growth.
Performance highlights
Tate & Lyle (excluding CP Kelco)
Robust performance(6)
· Group revenue (5)% reflecting the pass-through of input cost deflation
· Group adjusted EBITDA growth +4% with adjusted EBITDA margin at 22.3%,
+200bps
· FBS revenue (7)%, volume +3% with deflation pass-through; adjusted
EBITDA +2%, EBITDA margin 23.1%
· Sucralose saw robust demand with revenue +16% and adjusted EBITDA +18%
· Continuing cost discipline and operational efficiency drives in-year
productivity benefits of US$50m.
Executing growth strategy(6)
· New Product revenue +9% (like-for-like) with strong demand for fibres;
+2% on reported basis
· Solutions new business wins by value at 21% of pipeline, in line with
the prior year
· New partnerships for stevia from the Americas and for locally produced
food starches in China and Brazil
· Adjusted EBITDA margin expansion of more than 350bps in the last five
financial years.
CP Kelco (pro forma for the 12 months ended 31 March 2025)
Momentum building with margin recovery underway(5, 6)
· Revenue +3%, volume +8% from strong pectin performance, adjusted EBITDA
+9%
· Adjusted EBITDA margin at 17.6%, +100bps higher in the year, ahead of
our acquisition plan
· Confidence in continued phased margin recovery.
Enlarged Tate & Lyle (combined business)
Improved earnings
· Pro forma(5,6) revenue for 2025 financial year (3)% at £2.1bn, with
pro forma adjusted EBITDA +5% at £446m
· Including CP Kelco from the date of completion, adjusted EPS(6) +4% at
50.3p
· Organic return on capital employed 180bps higher; reported ROCE at
12.8%, down (460)bps.
Strong balance sheet
· Free cash flow of £190m, £20m higher reflecting cash conversion of
82%
· Net debt £961m; new long-term debt financing totalling US$900m in
place
· Net debt to EBITDA leverage at 2.2 times(5), better than expected at
time of CP Kelco acquisition.
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5. Pro forma financial information is presented as if CP Kelco was
acquired on 1 April 2024, with comparative information as if it was acquired
on 1 April 2023.
For more information see the 'Additional Information'.
6. Changes in constant currency.
Enhancing returns for shareholders
· £216m share buyback programme completed, returning proceeds from
Primient disposal to shareholders
· Recommending final dividend of 13.4p per share; full-year dividend
19.8p per share, 3.7% higher.
Integration and synergies delivery on track
· Run-rate cost synergies of more than US$25m expected in 2026 financial
year
· Confident in delivery of total US$50m run-rate cost synergies by end of
2027 financial year
· Targeting revenue synergies of up to 10% of CP Kelco's revenue by end
of 2029 financial year.
New Reporting Framework
From 1 April 2025, we have been operating as one combined business under a new
regional framework of three operating segments - Americas; Europe, Middle East
and Africa; and Asia Pacific.
Set out below is pro forma financial information for the 2025 financial year
under the new framework.
Year ended 31 March 2025
(Pro forma financial information)
2025 % of total
Revenue £2 124m
Americas £1 074m 51%
Europe, Middle East and Africa £659m 31%
Asia Pacific £391m 18%
EBITDA £446m
Americas £286m 64%
Europe, Middle East and Africa £107m 24%
Asia Pacific £53m 12%
Other information
Capital Markets events
As previously announced, we will be hosting a Capital Markets event for
investors and analysts on Tuesday, 1 July 2025 in London. Presentations will
include:
· The CP Kelco business and the power of the combination with Tate &
Lyle
· How our expanded Mouthfeel capabilities is a key driver of customer
solutions
· The growth opportunity for our solutions from key societal trends
· How our expanded scientific and innovation capabilities are placing us
at the centre of the future of food.
This will be followed by a site visit to our pectin facility and labs in Lille
Skensved, near Copenhagen, Denmark on Thursday 3 July 2025. This visit will
include an overview of the scientific and production process for pectin and
carrageenan, a plant tour, and an R&D demonstration and prototype tasting
experience.
To register your interest for either or both days, please contact Lucy Huang
at lucy.huang@tateandlyle.com (mailto:lucy.huang@tateandlyle.com) . The
event on 1 July 2025 will be webcast live.
Results presentation and webcast
A presentation of the results for the 2025 financial year to analysts will be
hosted by Chief Executive, Nick Hampton, and Chief Financial Officer, Sarah
Kuijlaars, at 10.00 hrs (BST) on Thursday 22 May 2025. This presentation will
be broadcast live on our website on a view-only basis here
(https://event.on24.com/wcc/r/4944062/1CADD99714AB5609E0B52D22125D8D60) .
Pre-registered analysts and buy-side investors will be able to ask questions
remotely during the Q&A session via a separate private link. Sell-side
analysts will be automatically pre-registered. To pre-register, please contact
Lucy Huang at lucy.huang@tateandlyle.com (mailto:lucy.huang@tateandlyle.com) .
A webcast replay of the presentation will be available shortly after the end
of the live broadcast on the link above.
For more information contact Tate & Lyle PLC:
Christopher Marsh, VP Investor Relations
Tel: Mobile: +44 (0) 7796 192 688
Nick Hasell, FTI Consulting (Media)
Tel: Mobile: +44 (0) 7825 523 383
Tel: Office: +44 (0) 203 727 1340
tate@fticonsulting.com (mailto:tate@fticonsulting.com)
Cautionary statement
This statement of full-year results for the year ended 31 March 2025
(Statement) contains certain forward-looking statements with respect to the
financial condition, results, operations and businesses of Tate & Lyle
PLC. These statements and forecasts involve risk and uncertainty because they
relate to events and depend upon circumstances that will occur in the future.
There are a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these forward-looking
statements and forecasts.
A copy of this Statement can be found on our website at www.tateandlyle.com. A
hard copy is also available from the Company Secretary, Tate & Lyle PLC, 5
Marble Arch, London W1H 7EJ.
Accelerating delivery of our strategy
We made significant progress during the year reshaping the business to
accelerate our growth-focused strategy, and in investing for growth.
Sale of Primient
On 23 May 2024, we announced an agreement to sell our remaining 49.7% interest
in Primary Products Investments LLC ('Primient') to KPS Capital Partners, LP
('KPS') for US$350 million (£277 million). The sale completed on 27 June
2024, with net cash proceeds, after tax and transaction costs, of around
US$270 million. This announcement can be found here
(https://www.tateandlyle.com/sites/default/files/2024-06/completion-sale-primient-27-june-2024-final.pdf)
. The Board returned the net cash proceeds from this sale to shareholders by
way of an on-market share buyback programme (see later for more details). In
2022, the Group sold a controlling interest in Primient, also to KPS. Across
the two Primient disposal transactions, the Group received total gross
proceeds of £1.4 billion.
Combination with CP Kelco
Overview
On 20 June 2024, we announced the acquisition of CP Kelco, a leading provider
of pectin, speciality gums and other nature-based ingredients, from J.M. Huber
Corporation ('Huber'). Under the terms of the transaction, we acquired CP
Kelco for total consideration of US$1.8 billion (c.£1.4 billion), settled
through the issue of 75 million new Tate & Lyle ordinary shares and the
payment of £807 million in net cash. On 15 November 2024, we completed
the acquisition and, on that date, Huber appointed two non-executive Directors
to the Tate & Lyle Board. More information about the acquisition can be
found in the Initial Announcement here
(https://www.tateandlyle.com/sites/default/files/2024-06/rns-combination-tate-lyle-and-cp-kelco-20-june-2024.pdf)
and the Significant Transaction Announcement here
(https://www.tateandlyle.com/sites/default/files/2024-10/tateandlylecpksignificant-transaction-announcement3-oct-2024finalpdf.pdf)
.
Integration
Following the announcement of the combination in June 2024, a dedicated
integration team from Tate & Lyle and CP Kelco worked across both
companies, and with Huber, to develop and implement a detailed integration
plan, including the delivery of cost and revenue synergies. This
comprehensive plan, which we started to execute from completion in
mid-November 2024, is focused on three main priorities:
· Customers - ensure we continue to serve our customers seamlessly and
demonstrate the significant benefits of the business combination to them.
· People - establish a new organisation and build a culture that is
ambitious, agile and customer-obsessed. In addition, communicate clearly on
the integration process and define roles in the new organisation.
· Performance - ensure clear accountability for, and delivery of, our
performance commitments.
We are making good progress against each of these priorities. In the four
months following completion, we created an organisation built on the strength
of both businesses with clearly defined roles and accountabilities, and a
focus on serving our customers. On 1 April 2025, this new organisation
started operating as one combined business, and is working well. We also
worked with both businesses to build a new culture for the combined business,
including a new set of values and a refreshed brand for Tate & Lyle
incorporating the best elements of CP Kelco.
We are seeing positive engagement with customers. Workshops with customers
which showcase our expanded portfolio and enhanced capabilities have been well
received and are generating new projects for our pipeline. The expansion of
our Mouthfeel campaign, including through customer webinars and prototype
demonstrations, has also generated significant customer interest.
Delivery of synergies
We are targeting annualised run-rate cost synergies of at least US$50 million
(£40 million) by the end of the second full financial year following
completion (i.e. the end of the 2027 financial year). We expect to deliver
more than US$25 million in the 2026 financial year, and remain confident in
delivering the total cost synergies by the end the 2027 financial year. We
estimate the cost of delivering these cost synergies to be around US$75
million, of which we have already incurred US$32 million (£24 million).
We are also targeting revenue synergies of up to 10% of CP Kelco's revenue, to
be delivered by the end of the fourth financial year following completion (the
end of the 2029 financial year). We have been encouraged by the engagement
with customers for our enlarged portfolio and capabilities, and we are
confident that these revenue synergies will be delivered as planned.
Investing to deliver our strategy
We continued to invest in progressing our strategy in line with our commitment
to 'Science, Solutions, Society'.
Science
· New Product revenue was +9% on a like-for-like basis (i.e. no products
are removed from disclosure due to age) with strong growth from fibres;
revenue was +2% on a reported basis.
· In October 2024, we entered into a new partnership with Manus, a
leading bio-alternatives platform based in Georgia, US, for bio-converted
stevia Reb M sourced and produced at scale in the Americas.
· We invested US$80 million on innovation and solution selling during the
year.
· At 31 March 2025, including CP Kelco, we had over 990 patents in our
portfolio with 300 pending.
Solutions
· The value of solutions-based new business wins was 21% of revenue, in
line with the previous year.
· Innovation is a key driver of our solutions offering. More than 60%
of revenue from our new business pipeline involved the formulation of one or
more New Products.
· We are experts in reformulating food and drink to improve its
nutritional balance and see the increase in anti-obesity medicines (AOM), also
known as GLP-1s, as a significant growth opportunity. We have over 200
solutions available to support AOM users, for example to improve the nutrient
density of food, and to support satiety and gut health.
· We entered into new partnerships in Latin America and China for locally
produced food starches, improving supply security for customers.
· In May 2024, we opened new capacity for non-GMO PROMITOR® Soluble
Fibres at our facility in Boleraz, Slovakia, representing a €25 million
investment.
· In October 2024, we opened our new automated lab (called 'ALFIE' -
Automated Laboratory for Ingredient Experimentation) at our Customer
Innovation and Collaboration Centre in Singapore with advanced technology and
analytics to accelerate the development and speed-to-market of mouthfeel
solutions for customers.
Society
· We increased our climate ambition with new greenhouse (GHG) emissions
targets to 2028 which were validated by the Science Based Targets initiative
as in line with a 1.5°C trajectory.
· We entered new agreements for renewable electricity and associated
renewable energy credits (RECs) which together mean that 100% of the
electricity procured for our operations globally (excluding CP Kelco sites) on
an annualised basis comes from renewable sources and associated RECs,
achieving our 2030 target over five years ahead of schedule.
· Our Scope 1 & 2 GHG emissions at the end of December 2024 were 23%
lower from a 2019 baseline and, boosted by the success of our corn and stevia
regenerative agriculture programmes, our Scope 3 GHG emissions for Forest,
Land and Agriculture (FLAG) were 31% lower from a 2019 baseline.
· In the last five years, we have removed 10 million tonnes of sugar from
people's diets through our low- and no-calorie sweeteners and fibres
(equivalent to 40 trillion calories), exceeding our target of 9 million
tonnes.
Share buyback programme
On 20 June 2024, we initiated a £216 million (c.US$270 million) share buyback
programme to return the net cash proceeds from the sale of Tate & Lyle's
remaining interest in Primient to shareholders.
This programme was completed on 9 January 2025. A total of 31,294,579
ordinary Tate & Lyle PLC shares were purchased at an aggregate cost of
£216 million.
Overall performance
Pro forma adjusted performance(7,8) Adjusted performance(8)
(Including impact of CP Kelco acquisition from 1 April 2024) (Including CP Kelco from 15 November 2024)
2025 vs 2024 2025 vs 2024
Revenue £2 124m (3)% Revenue £1 736m 8%
Tate & Lyle £1 512m (5)% Food & Beverage Solutions £1 232m (7)%
CP Kelco £612m 3% Sucralose £193m 16%
Tate & Lyle before acq'n £1 512m (5)%
CP Kelco £224m n/a
EBITDA £446m 5% EBITDA £381m 18%
Tate & Lyle £338m 4% Food & Beverage Solutions £284m 2%
CP Kelco £108m 9% Sucralose £60m 18%
Tate & Lyle before acq'n £338m 4%
CP Kelco £43m n/a
Profit before tax £263m 7% Profit before tax £270m 9%
Overview
Group revenue and adjusted EBITDA grew by 8% and 18%, respectively, reflecting
the inclusion of CP Kelco from the completion of its acquisition on 15
November 2024.
On a pro forma basis, which assumes the Group acquired CP Kelco on 1 April
2024 (with comparatives similarly adjusted), Group revenue was 3% lower at
£2,124 million and adjusted EBITDA was 5% higher at £446 million. Both Tate
& Lyle and CP Kelco benefited from good volume growth, with revenue lower
reflecting the pass-through of input cost deflation. Adjusted EBITDA margin
at 21% was 170bps higher with margin in Tate & Lyle and CP Kelco both
benefiting from operational leverage and strong cost discipline.
Excellent cash generation
Free cash flow, including the cash flows of CP Kelco since acquisition, was
£20 million higher at £190 million. Cash conversion was 82%, ahead of our
long-term target of 75%. Net debt at 31 March 2025 was £961 million, an
increase of £808 million mainly reflecting the cash paid to acquire CP Kelco,
with reported leverage at 2.2 times(7) net debt to EBITDA, better than
expected when we announced the acquisition.
Strong productivity performance
We continue to make good progress against our five-year productivity target to
31 March 2028 of US$150 million savings (this target was increased from US$100
million in May 2024). We delivered US$50 million savings in the year, with
US$33 million from operational efficiencies and supply chain, and US$17
million from strong cost management and SG&A savings. This brings total
productivity savings in the last two years to US$91 million.
Exit of tapioca starch facility in Thailand
Following a strategic review of our tapioca starch facility in Thailand,
Chaodee Modified Starch Co. Ltd., we have decided to exit this operation.
While tapioca starch remains a key mouthfeel ingredient in the Asian market,
we have concluded that an alternate sourcing model will better support our
long-term growth. Accordingly, an exceptional charge of £59 million has
been recognised in the year reflecting a non-cash impairment charge of £36
million and other costs of £23 million, mainly reflecting the provision for
decommissioning costs.
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7. Change compared to pro forma comparatives for the year ended 31 March
2024 included in 'Additional Information'. Net debt to EBITDA ratio at 31
March 2025 is on a pro forma basis, as if CP Kelco was acquired on 1 April
2024.
8. Revenue growth, adjusted EBITDA and adjusted EBITDA margin, adjusted
earnings per share, free cash flow, return on capital employed (ROCE), net
debt and net debt to EBITDA are non-GAAP measures (see pages 12 to 15).
Changes in adjusted performance metrics are in constant currency and for
continuing operations.
Food & Beverage Solutions
Region Revenue Revenue Drivers Adjusted EBITDA
Full-year Change(9) Volume Price Mix Full-year Change(9)
North America £605m (4)% 2% (6)% - -
Asia, Middle East, Africa and Latin America £371m (2)% 5% (7)% - -
Europe £256m (18)% 2% (20)% - -
Total £1 232m (7)% 3% (10)% £284m 2%
Revenue was 7% lower in constant currency at £1,232 million. Volume was
3ppts higher reflecting our focus on growth, robust demand for sugar and
calorie-reduced food with added nutrition, and the end of customer destocking.
Price mix decreased revenue by 10ppts, reflecting 6ppts from the
pass-through of input cost deflation and 3ppts of mix as some customers
reformulated to reduce cost, and 1ppt of price mainly in Europe.
Looking across the three regions, overall consumer demand remained steady.
· North America: Revenue was 4% lower. We saw good volume gains in
dairy, while demand in bakery remained soft. Revenue was lower as input cost
deflation was passed through to customers, with pricing, excluding the
pass-through, slightly positive. As the year progressed, consumer demand
improved modestly despite food prices continuing to increase, particularly in
out-of-home channels.
· Asia, Middle East, Africa and Latin America: Revenue was 2% lower with
strong volume growth offset by the pass-through of input cost deflation. In
Asia, China delivered high single-digit volume growth supported by good demand
for fibre solutions, while volume was lower in south-east and north Asia.
Latin America saw high single-digit volume growth led by strong performance in
southern Latin America. In our smaller Middle East and Africa region, demand
was strong in Turkey and the Middle East, more than offsetting weaker demand
in north and west Africa.
· Europe: Revenue was 18% lower, reflecting the pass-through of
significant input cost deflation. Across the recent inflation cycle, which
saw double-digit inflation in the 2023 financial year, pricing has improved in
the region. Volume was slightly ahead, with robust demand for clean-label
and fibre solutions. We saw strong demand in beverages and bakery partially
offset by weaker demand in dairy and infant nutrition.
Adjusted EBITDA was up 2% in constant currency at £284 million benefiting
from higher volume, productivity savings and strong cost discipline. The
effect of currency translation decreased adjusted EBITDA by £4 million.
Adjusted EBITDA margin was 23.1%, an increase of 200bps in constant currency,
benefiting from the pass-through of input cost deflation. In the last five
financial years, adjusted EBITDA margin has increased by more than 500bps.
Innovation and solution selling
Investment New Product Revenue Solutions
Innovation and solution selling Value Growth(9) % of FBS revenue % of new business wins
US$80m (In line) £216m 2% 18% 21%
New Product revenue was 2% higher. On a like-for-like basis, which assumes
the same ingredients are included in New Product revenue in both the current
and comparative periods (i.e. no products are removed from disclosure due to
age), New Product revenue was 9% higher. On this like-for-like basis,
revenue grew strongly in Asia and Latin America. The fortification
platform saw strong double-digit growth, reflecting demand for fibre fortified
food and beverages, with encouraging demand for Quantum's portfolio in Asia.
Investment in innovation and customer-facing solution selling capabilities was
in line with the prior year and has increased by US$11 million from three
years ago, a compound annual growth rate of 5%. Solutions new business wins
by value were 21%, and our ambition is to increase this to 32% by 31 March
2028.
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9. Growth in constant currency.
CP Kelco
From acquisition on 15 November 2024
Revenue Adjusted EBITDA
£224m £43m
In the four and a half months since the completion of the acquisition, CP
Kelco performed well. Strong pectin and steady speciality gums demand
delivered revenue of £224 million.
Pro forma full-year ended 31 March 2025
Por forma revenue Revenue Drivers Pro forma adjusted EBITDA
Full-year Change(10) Volume Price Mix Full-year Change(10)
£612m 3% 8% (5)% £108m 9%
On a pro forma basis for the full 2025 financial year, CP Kelco traded well
and ahead of our expectations. Revenue increased by 3%, driven by 8ppts
higher volume which benefited from improved production efficiency. Price mix
decreased revenue by 5ppts, reflecting 2ppts of mix and 3ppts of price
(including deflation impact). Revenue growth was led by double-digit increase
in gellan gum as demand in Asia strengthened, while robust pectin demand in
North America and Europe drove high single-digit revenue growth. Revenue
from citrus fibre, a recent innovation, grew significantly, while revenue from
carrageenan was in line with the prior year, and xanthan gum was lower.
Adjusted EBITDA increased by 9%, benefiting from increased operational
leverage. The opportunity to drive improvements in adjusted EBITDA margin
was an important part of our acquisition plan. It is therefore encouraging
that pro forma adjusted EBITDA margin increased by 100bps(10) to 17.6%, ahead
of our plan, with this improvement momentum further reinforcing our confidence
in its phased margin recovery. Currency translation decreased adjusted
EBITDA by £3 million.
Sucralose
Revenue Revenue Drivers Adjusted EBITDA
Full-year Change(11) Volume Price Mix Full-year Change(11)
£193m 16% 16% -% £60m 18%
Underlying customer demand for Sucralose remained steady. Sucralose revenue
increased by 16% driven by robust customer orders and the benefit of
productivity-driven gains at our facility in Alabama, US. Adjusted EBITDA
increased by 18% to £60 million, with margins positively impacted by lower
input costs. Currency translation decreased adjusted EBITDA by £1 million.
Primary Products Europe
Revenue Revenue Drivers Adjusted EBITDA
Full-year Change(11) Volume Price Mix Full-year Change(11)
£87m (21)% 5% (26)% £(6)m (20)%
We continue to optimise the financial performance of Primary Products Europe
through the transition of capacity to speciality ingredients. Revenue was
lower with significantly lower pricing across sweeteners and co-products.
This was partially offset by higher co-product volume. Adjusted EBITDA losses
were slightly higher, supported by lower input costs especially for corn.
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10. Change in constant currency compared to pro forma comparatives for the
year ended 31 March 2024 included in 'Additional Information'. Comparative
is restated pro forma adjusted EBITDA (see 'Additional Information').
11. Change in constant currency.
Commentary on the financial statements
Year ended 31 March 2025 Constant
currency
Continuing operations (including CP Kelco from 15 November 2024) £m 2024 change
%
£m
Revenue
Food & Beverage Solutions 1 232 1 359 (7)%
CP Kelco 224 - n/a
Sucralose 193 174 16%
Primary Products Europe 87 114 (21)%
Revenue 1 736 1 647 8%
Adjusted EBITDA
Food & Beverage Solutions 284 281 2%
CP Kelco 43 - n/a
Sucralose 60 52 18%
Primary Products Europe (6) (5) (20)%
Adjusted EBITDA 381 328 18%
Adjusted depreciation and adjusted amortisation (93) (70) (36)%
Adjusted operating profit 288 258 13%
Net finance expense (18) (6) >(99)%
Adjusted profit before tax - continuing operations 270 252 9%
Adjusted profit before tax - discontinued operations 9 35 (72)%
Adjusted profit before tax - total operations 279 287 (1)%
Profit before tax (statutory) - (continuing operations)(1) 88 201 (56)%
1. Percentage change in statutory profit before tax is reported change
Net finance expense
Higher net finance expense at £18 million reflected the increase in
borrowings following the completion of the acquisition of CP Kelco on 15
November 2024.
Exceptional items
Exceptional charges on continuing operations of £96 million were included in
profit before tax. This included £59 million related to the decision to
exit the Group's tapioca starch facility in Thailand, Chaodee Modified Starch
Co., Ltd., £24 million of integration costs and £13 million related to
restructuring costs. Exceptional cash outflows on continuing operations
totalled £31 million. (For more information see Note 5).
Taxation
The adjusted effective tax rate on continuing operations was 22.6% (2024 -
21.1%). The increase in the effective rate relates mainly to the inclusion
of CP Kelco from acquisition which has a higher effective rate principally as
its operations are located in higher rate jurisdictions.
Looking ahead, reflecting a full year's impact from CP Kelco, we expect the
adjusted effective tax rate for the combined business for the year ending 31
March 2026 to be between 23% and 25%.
The reported effective tax rate (on statutory earnings) was 48.4% (2024 -
19.9%). The higher effective rate in the year related to certain exceptional
items and acquisition costs which were not tax deductible.
Discontinued operations: Adjusted share of profit of Primient joint venture
The Group's remaining interest in Primient was disposed on 27 June 2024. For
the period before disposal the adjusted share of joint venture profit was £9
million, 72% lower than the prior year. The exceptional post-tax gain on
disposal from Primient was £85 million.
Earnings per share
For continuing operations, adjusted earnings per share at 50.3p were 4% higher
(in constant currency). This increase reflects higher profits after tax,
mitigated by a higher weighted number of shares in issue following the issue
of shares to acquire CP Kelco. Statutory diluted earnings per share for
total operations decreased to 34.5p (2024 - 46.5p), reflecting stronger
operating performance and the profit on the disposal of Primient, more than
offset by higher exceptional costs and a higher weighted number of shares in
issue.
Return on capital employed (ROCE)
ROCE at 12.8% (2024 - 17.4%) was lower reflecting the impact of the
acquisition of CP Kelco part way through the year. ROCE increased by 180bps on
an organic basis.
Dividend
The Board is recommending a final dividend of 13.4p (2024 - 12.9p) per share.
This brings the full year dividend to 19.8p (2024 - 19.1p), an increase of
3.7%. Subject to shareholder approval, the proposed final dividend will be
due and payable on 1 August 2025 to all shareholders on the Register of
Members on 20 June 2025. In addition to the cash dividend option, shareholders
will continue to be offered a Dividend Reinvestment Plan alternative.
Cash flow, net debt and liquidity
2025
£m 2024
£m
Adjusted free cash flow 190 170
Net debt at 31 March (961) (153)
Net debt to EBITDA ratio(13) at 31 March 2.2x 0.5x
Free cash flow, including the cash flows of CP Kelco from acquisition,
increased to £190 million, reflecting cash conversion of 82%(12). This
reflected both higher profits and a strong focus on cash generation.
Investments in infrastructure, capacity and technology drove capital
expenditure to £121 million, £11 million higher.
Looking ahead, we expect capital expenditure for the year ending 31 March 2026
to be in the £120 million to £140 million range.
On 27 June 2024, the Group completed the sale of its remaining stake in
Primient and received cash proceeds of US$350 million (£277 million) (before
transaction costs and tax). The net cash proceeds from the sale were
returned to shareholders through a £216 million share buyback programme,
which was completed in January 2025. Tax paid in respect of Primient (which is
not included in free cash flow) was £50 million.
On 15 November 2024 the Group completed the acquisition of CP Kelco for total
consideration of US$1.8 billion (c.£1.4 billion), of which £807 million was
settled in cash (net of cash acquired) from new and existing debt facilities
and cash resources. At completion the Group entered a €275 million term
loan and a US$600 million bridge facility. The bridge facility was
refinanced into debt with longer term maturities on 12 March 2025 through a
multi-tranche debt offering of US$300 million and €275 million private
placement notes.
Net debt at 31 March 2025 was £961 million, an increase of £808 million
mainly reflecting the acquisition of CP Kelco.
Reported leverage at 31 March 2025 was 2.2 times(13) net debt to EBITDA. On
a covenant testing basis, the net debt to EBITDA ratio was 2.3 times. At
this level it remains well below the net leverage covenant threshold of 3.5
times. We have strong liquidity headroom with access to £1.0 billion
through cash on hand and a US$800 million committed and undrawn revolving
credit facility.
-----------------------------------------------------------------------------------------
12. Free cash conversion calculated as: free cash flow before capital
expenditure divided by adjusted EBITDA.
13. Net debt to EBITDA ratio at 31 March 2025 is on a pro forma basis, as if
CP Kelco was acquired on 1 April 2024.
Non-GAAP measures
Some performance discussion and narrative in this announcement includes measures which are not defined by generally accepted accounting principles (GAAP) such as IFRS. The Group believes this information, together with comparable GAAP measures, is useful to investors in providing a basis for measuring our operating performance, cash generation and financial strength. The Group uses these alternative performance measures for internal performance analysis and incentive compensation arrangements for employees. These measures are not defined terms and may therefore not be comparable with similarly-titled measures reported by other companies. Wherever appropriate and practical, reconciliations are provided to relevant GAAP measures.
Alternative performance measures are used for and refer to continuing
operations only.
The Group uses constant currency percentages and movements, using constant
exchange rates which exclude the impact of fluctuations in foreign currency
exchange rates. We calculate constant currency values by retranslating
current year results at prior year exchange rates into pound sterling. The
average and closing US dollar and Euro exchange rates used to translate
reported results were as follows:
Average rates Closing rates
Year ended 31 March 2025 2024 2025 2024
US dollar : sterling 1.28 1.26 1.29 1.26
Euro : sterling 1.19 1.16 1.19 1.17
Items adjusted in alternative performance income statement measures
(Adjustment items)
Several alternative performance measures are adjusted to exclude items due to
their size, nature and / or frequency of occurrence.
1. Adjusted items excluded from earnings before interest, tax, depreciation
and amortisation (adjusted EBITDA) are: exceptional items (as they are
material in amount; and are outside the normal course of business or relate to
events which do not frequently recur), amortisation of acquired intangible
assets, the unwind of fair value adjustments and other M&A costs.
2. Additional adjusted items excluded from adjusted profit after tax are:
tax on the above items and tax items that themselves are exceptional as they
meet these definitions. For tax items to be treated as exceptional, amounts
must be material and their treatment as exceptional enable a better
understanding of the Group's underlying financial performance.
Income statement measures
Adjusted revenue change
Adjusted revenue growth refers to the change in revenue for the period, in
constant currency. This is analysed between the drivers of revenue growth
attributable to:
1. Volume - this means, for the applicable period, the change in revenue in
the period attributable to volume excluding those related to the
re-positioning of the Food & Beverage Solutions business through a focus
on mix management and margin expansion.
2. Price mix - this means, for the applicable period, the change in revenue
in such period calculated as the sum of i) the change in revenue attributable
to changes in prices during the period; and ii) the change in revenue
attributable to the composition of revenue in the period, including the volume
effect of the impact of the re-positioning of the Food & Beverage
Solutions business through a focus on mix management and margin expansion.
In the narrative where acquisitions are referred to in explaining revenue
growth, this means changes in revenue resulting from acquisitions.
Adjusted EBITDA
Adjusted EBITDA is used as the Group's primary profit measure for internal
performance analysis. Adjusted EBITDA is calculated as follows:
Year ended 31 March 2025 2024
£m £m
Operating profit 106 207
Depreciation 86 58
Amortisation 42 36
Unwind of fair value adjustments 14 1
Exceptional items 96 24
Other M&A activity-related items 37 2
Adjusted EBITDA 381 328
Revenue 1 736 1 647
Adjusted EBITDA margin 21.9% 19.9%
Adjusted earnings per share
Adjusted earnings per share (adjusted EPS) is calculated as the adjusted
profit for continuing operations attributable to shareholders' equity divided
by the diluted average number of ordinary shares. In calculating adjusted
profit attributable to shareholders' equity, net profit attributable to
shareholders' equity is adjusted to eliminate the post-tax impact of all
excluded adjustment items. Refer to Note 8 for reconciliation of net profit
attributable to shareholders' equity to adjusted profit attributable to
shareholders equity.
Change in adjusted earnings per share is shown in constant currency.
Cash flow measure
The Group also presents an alternative cash flow measure, 'free cash flow'
which is defined as cash generated from operating activities after net capital
expenditure, net interest and tax payments, and excludes the impact of
exceptional items, tax payments on behalf of Primient and the impact of
acquisitions and disposals. Free cash flow reflects an additional way of
viewing our liquidity, which we believe is useful to our investors. We also
use free cash conversion as a metric for how we convert profit into cash,
which is calculated as: free cash flow before capital expenditure divided by
adjusted EBITDA
The reconciliation of net cash flow from operating activities to free cash
flow is as follows:
Year ended 31 March 2025 2024
£m £m
Net cash flow from operating activities 164 208
Capital expenditure (net) (121) (110)
Tax paid in respect of Primient partnership 5 12
Exceptional cash flows(1) 76 39
Other M&A activity-related items 45 2
Interest received 21 19
Free cash flow 190 170
1. Includes exceptional cash flow of £31 million (2024 - £27 million) and
tax paid in relation to gain on disposal of Primient of £45 million (2024 -
£12 million).
Year ended 31 March 2025 2024
£m £m
Adjusted EBITDA 381 328
Adjusted for
Changes in working capital 8 7
Capital expenditure (net) (121) (110)
Net retirement benefit obligations (7) (7)
Net interest and tax paid (78) (57)
Share-based payment charge 12 13
Other non-cash movements (5) (4)
Free cash flow 190 170
Financial strength measures
The Group uses three financial metrics as key performance measures to assess
its financial strength. These are net debt, the net debt to EBITDA ratio and
the return on capital employed ratio. For the purposes of KPI reporting, the
Group uses a simplified calculation of these KPIs to make them more directly
related to information in the Group's financial statements.
All ratios are calculated based on unrounded figures in £ million.
Net debt
Net debt is a measure that provides valuable additional information on the
summary presentation of the Group's net financial liabilities. Net debt is
defined as the excess of borrowings and lease liabilities over cash and cash
equivalents.
The components of the Group's net debt are as follows:
At At
31 March 31 March
2025 2024
£m £m
Borrowings (1 240) (544)
Lease liabilities (66) (46)
Cash and cash equivalents 334 437
Loan receivable 11 -
Net debt (961) (153)
Net debt to EBITDA ratio
The net debt to EBITDA ratio shows how well a company can cover its debts if
net debt and EBITDA are held constant.
The net debt to EBITDA ratio is as follows:
Pro forma at At
31 March 31 March
2025 2024
£m £m
Calculation of net debt to EBITDA ratio
Net debt 961 153
Adjusted EBITDA 446 328
Net debt to EBITDA ratio (times) 2.2 0.5
Return on capital employed (ROCE)
Return on capital employed (ROCE) is a measure of the return generated on
capital invested by the Group. The measure encourages compounding
reinvestment within business and discipline around acquisitions, as such it
provides a guardrail for long-term value creation. ROCE is a component of
the Group's five-year performance ambition to 31 March 2028 and is used in
incentive compensation.
ROCE is calculated as underlying operating profit excluding exceptional items
and M&A related costs, divided by the average invested operating capital
(calculated as the average for each month of goodwill, intangible assets,
property, plant and equipment, working capital, provisions and non-debt
related derivatives). As such the average invested operating capital is
derived from the management balance sheet and does not reconcile directly to
the statutory balance sheet. All elements of average invested operating
capital are calculated in accordance with IFRS.
31 March 31 March
2025 2024
Twelve months ended £m £m
Adjusted EBITDA 381 328
Deduct:
Depreciation (86) (58)
Amortisation (42) (36)
Unwind of fair value adjustments (14) (1)
Profit before interest, tax and exceptional items for ROCE 239 233
Average invested operating capital 1 872 1 343
ROCE % 12.8% 17.4%
Changes to the Board of Directors
The following changes were made to the Board of Directors during the year:
· Sarah Kuijlaars was appointed as Chief Financial Officer and to the
Board of Directors from 16 September 2024. She replaced Dawn Allen, who
resigned from the Board and as Chief Financial Officer with effect from 15
September 2024.
· Sybella Stanley, a non-executive director and Chair of the
Remuneration Committee, retired from the Board on 31 December 2024 as planned
after nine years of service.
· Jeff Carr joined the Board as a non-executive director on 1 April 2024.
He became Chair of the Remuneration Committee from 1 January 2025.
· Glenn M. Fish and Cláudia Vaz de Lestapis were appointed as
non-executive directors from 15 November 2024, as representatives of J.M.
Huber Corporation in accordance with the terms of the acquisition of
CP Kelco.
· Patricia Corsi resigned from the Board from 31 March 2025 due to her
increased executive responsibilities elsewhere.
In addition, as previously announced:
· Lars Frederiksen will leave the Board after the AGM on 24 July 2025
as planned after nine years of service.
· Steve Foots will become a non-executive director following the AGM on
24 July 2025, subject to his election at the AGM.
CONSOLIDATED INCOME STATEMENT
Year ended 31 March
Restated*
2025 2024
Notes £m £m
Continuing operations 1 736 1 647
Revenue 4
Operating profit 106 207
Finance income 20 19
Finance expense (38) (25)
Profit before tax 88 201
Income tax expense 6 (43) (41)
Profit for the year - continuing operations 45 160
Profit for the year - discontinued operations 95 28
Profit for the year - total operations 140 188
Attributable to:
Owners of the Company 143 188
Non-controlling interests (3) -
Profit for the year - total operations 140 188
Earnings per share Pence Pence
Continuing operations: 8
- basic 11.8p 40.5p
- diluted 11.6p 39.8p
Total operations: 8
- basic 35.0p 47.3p
- diluted 34.5p 46.5p
* Prior year comparatives restated for discontinued operations. See
Notes 2 and 7.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 March
2025 2024
£m
£m
Profit for the year - total operations 140 188
Other comprehensive income /(expense)
Items that have been/may be reclassified to profit or loss:
Loss on currency translation of foreign operations (58) (50)
Fair value gain on net investment hedges 10 7
Gain on currency translation of foreign operations transferred to the income (10) -
statement on sale of a joint venture
Net gain/(loss) on cash flow hedges 4 (6)
Share of other comprehensive income of joint venture 1 2
Tax effect of the above items (1) -
(54) (47)
Items that will not be reclassified to profit or loss:
Re-measurement of retirement benefit plans:
- actual return (lower)/higher on plan assets (51) 12
- net actuarial gain on retirement benefit obligations 59 4
- asset ceiling restriction (5) -
Changes in the fair value of equity investments at fair value through OCI (1) (17)
Tax effect of the above items (2) (4)
- (5)
Total other comprehensive expense (54) (52)
Total comprehensive income - total operations 86 136
Analysed by:
- Continuing operations (10) 106
- Discontinued operations 96 30
Total comprehensive income - total operations 86 136
Attributable to:
- Owners of the Company 89 136
- Non-controlling interests (3) -
Total comprehensive income - total operations 86 136
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 March
2025 2024
Notes £m £m
ASSETS
Non-current assets
Goodwill and other intangible assets 815 406
Property, plant and equipment (including right-of-use assets of £56 million 1 424 528
(2024 - £34 million))
Investments in joint venture - 165
Investments in equities 28 28
Retirement benefit surplus 28 29
Deferred tax assets 36 28
Trade and other receivables 83 11
2 414 1 195
Current assets
Inventories 581 353
Trade and other receivables 391 294
Current tax assets 7 3
Derivative financial instruments 4 -
Cash and cash equivalents 10 334 437
1 317 1 087
TOTAL ASSETS 3 731 2 282
EQUITY
Capital and reserves
Share capital 139 117
Share premium 942 408
Capital redemption reserve 8 8
Other reserves 28 82
Retained earnings 473 623
Equity attributable to owners of the Company 1 590 1 238
Non-controlling interests (2) 1
TOTAL EQUITY 1 588 1 239
LIABILITIES
Non-current liabilities
Borrowings (including lease liabilities of £52 million (2024 - £36 million)) 10 1 145 573
Retirement benefit deficit 128 111
Deferred tax liabilities 201 19
Provisions 38 2
Trade and other payables 22 -
1 534 705
Current liabilities
Borrowings (including lease liabilities of £14 million (2024 - £10 million)) 10 161 17
Trade and other payables 367 259
Provisions 36 12
Current tax liabilities 44 47
Derivative financial instruments 1 3
609 338
Total liabilities 2 143 1 043
TOTAL EQUITY AND LIABILITIES 3 731 2 282
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 March
2025 2024
Notes £m £m
Cash flows from operating activities - total operations
Profit before tax from continuing operations 88 201
Profit before tax from discontinued operations 117 25
Profit before tax from total operations 205 226
Adjustments for:
Depreciation of property, plant and equipment (including right-of-use assets 86 58
and excluding exceptional items)
Amortisation of intangible assets 42 36
Unwind of fair value adjustments 14 1
Share-based payments 12 13
Net impact of exceptional income statement items 5 (44) (3)
Net impact of other M&A income statement items 5 (8) -
Net finance expense 18 6
Share of profit of joint ventures (8) (25)
Net retirement benefit obligations (7) (7)
Other non-cash movements (5) (4)
Changes in working capital 8 7
Cash generated from total operations 313 308
Net income tax paid (67) (64)
Exceptional tax on gain on disposal of Primient (45) (12)
Interest paid (37) (24)
Net cash generated from operating activities 164 208
Cash flows from investing activities
Purchase of property, plant and equipment (114) (101)
Acquisition of businesses, net of cash acquired (807) -
Disposal of joint venture/subsidiary (net of cash) 7 277 12
Investments in intangible assets (7) (9)
Purchase of equity investments (1) (3)
Disposal of equity investments 1 3
Interest received 21 19
Dividends received from joint ventures - 59
Net cash used in investing activities (630) (20)
Cash flows from financing activities
Purchase of own shares (share buyback programme) (216) -
Purchase of own shares (other including net settlement of share options) (7) (25)
Proceeds from borrowings 1 156 -
Repayment of borrowings (472) (101)
Repayment of leases (14) (13)
Dividends paid to the owners of the Company (80) (76)
Net cash generated from/(used in) financing activities 367 (215)
Net decrease in cash and cash equivalents 10 (99) (27)
Cash and cash equivalents
Balance at beginning of year 437 475
Net decrease in cash and cash equivalents (99) (27)
Currency translation differences (4) (11)
Balance at end of year 10 334 437
A reconciliation of the movement in cash and cash equivalents to the movement
in net debt is presented in Note 10.
The cash flows from discontinued operations included above are presented in
Note 7.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital and share premium Attributable to the owners of the Company Non- controlling interests
Capital redemption reserve
Other reserves Retained earnings Total
equity
£m £m £m £m £m £m £m
At 1 April 2023 525 8 143 513 1 189 1 1 190
Profit for the year - total operations - - - 188 188 - 188
Other comprehensive (expense)/income - - (64) 12 (52) - (52)
Total comprehensive (expense)/income - - (64) 200 136 - 136
Hedging losses transferred to inventory - - 4 - 4 - 4
Tax effect of the above item - - (1) - (1) - (1)
Transactions with owners:
Share-based payments, net of tax - - - 11 11 - 11
Purchase of own shares including net settlement - - - (25) (25) - (25)
Dividends paid - - - (76) (76) - (76)
At 31 March 2024 525 8 82 623 1 238 1 1 239
Profit for the year - total operations - - - 143 143 (3) 140
Other comprehensive (expense)/income - - (55) 1 (54) - (54)
Total comprehensive (expense)/income - - (55) 144 89 (3) 86
Hedging losses transferred to inventory - - 2 - 2 - 2
Tax effect of the above item - - (1) - (1) - (1)
Transactions with owners:
Issue of share capital 556 - - - 556 - 556
Share-based payments, net of tax - - - 11 11 - 11
Purchase of own shares including net settlement - - - (225) (225) - (225)
Dividends paid - - - (80) (80) - (80)
At 31 March 2025 1 081 8 28 473 1 590 (2) 1 588
TATE & LYLE PLC
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025
1. Background
The financial information on pages 16 to 35 is extracted from the Group's
consolidated financial statements for the year ended 31 March 2025, which were
approved by the Board of Directors on 21 May 2025.
The financial information does not constitute statutory accounts within the
meaning of sections 434(3) and 435(3) of the Companies Act 2006 or contain
sufficient information to comply with the disclosure requirements of
UK-Adopted International Accounting Standards.
The Company's auditor, Ernst & Young LLP, has given an unqualified report
on the consolidated financial statements for the year ended 31 March 2025. The
auditor's report did not include reference to any matters to which the auditor
drew attention without qualifying its report and did not contain any statement
under section 498 of the Companies Act 2006. The consolidated financial
statements will be filed with the Registrar of Companies, subject to their
approval by the Company's shareholders on 24 July 2025 at the Company's Annual
General Meeting.
2. Basis of
preparation
Basis of accounting
The Group's consolidated financial statements for the year ended 31 March 2025
have been prepared in accordance with UK-Adopted International Accounting
Standards.
The Group's principal accounting policies are unchanged compared with the year
ended 31 March 2024. The Group's principal accounting policies have been
consistently applied throughout the year. Descriptions and specific accounting
policy information on how the Group has applied the requirements of UK-Adopted
International Accounting Standards will be included in the notes to the
consolidated financial statements in the Group's 2025 Annual Report. All
amounts are rounded to the nearest million, unless otherwise indicated.
Discontinued operations and application of Held for Sale
On 22 May 2024, the Group agreed the sale of the remaining interest in its
Primient joint venture to KPS Capital Partners for US$350 million (£277
million), which completed on 27 June 2024.
In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued
Operations', from 20 May 2024 the Group classified its 49.7% interest in
Primient as a disposal group held for sale and as a discontinued operation. At
this point the Group ceased equity accounting for the Primient joint venture.
20 May reflects the date that negotiations on substantive matters with KPS
were completed. An operation is classified as discontinued if it is a
component of the Group that: (i) has been disposed of, or meets the criteria
to be classified as held for sale; and (ii) represents a separate major line
of business or geographic area of operations or will be disposed of as part of
a single coordinated plan to dispose of a separate major line of business or
geographic area of operations. The Primient joint venture meets the criteria
for being a major line of business as it was a reportable segment. The results
of discontinued operations are presented separately from those of continuing
operations.
Accordingly, the results for the year to 31 March 2024 have been restated
impacting the consolidated income statement. Refer to Note 7 for further
details on discontinued operations.
New Accounting standards
On 1 April 2024, the Group adopted the amendments to IAS 7 and IFRS 7 relating
to Supplier Finance Arrangements. The amendments clarify the characteristics
of supplier finance arrangement and introduce additional disclosure
requirements in relation to such arrangements. Refer to the 2025 Annual Report
for further details.
In addition, the adoption of the following amendments from 1 April 2024 had no
material effect on the Group's financial statements:
· Classification of Liabilities as Current and Non-Current -
Amendments to IAS 1;
· Lease Liability in a Sale and Leaseback - Amendments to IFRS 16;
and
· Non-current liabilities with Covenants - Amendments to IAS 1.
On 9 April 2024, IFRS 18 Presentation and Disclosure in Financial Statements
was issued which will be effective for the Group from 1 April 2027 onwards. An
impact assessment on this new standard is currently being performed.
No other new standards, new interpretations or amendments to standards or
interpretations that are effective or that have been published but are not yet
effective, are expected to have a material impact on the Group's financial
statements.
2. Basis of preparation (continued)
Alternative performance measures
The Group also presents alternative performance measures, including adjusted
earnings before interest, tax, depreciation and amortisation ('adjusted
EBITDA'), adjusted profit before tax, adjusted earnings per share, free cash
flow, net debt to EBITDA and return on capital employed. These alternative
performance measures reported by the Group are not defined terms under
UK-Adopted International Accounting Standards and may therefore not be
comparable with similarly-titled measures reported by other companies. Refer
to further details on pages 12 to 15 ('Non-GAAP measures')].
Reconciliations of the alternative performance measures to the most directly
comparable IFRS measures are presented in Note 3.
Exceptional items
Exceptional items comprise items of income, expense and cash flow, including
tax items that: are material in amount; and are outside the normal course of
business or relate to events which do not frequently recur, and therefore
merit separate disclosure in order to provide a better understanding of the
Group's underlying financial performance. Examples of events that give rise to
the disclosure of material items of income, expense and cash flow as
exceptional items include, but are not limited to:
· significant impairment events;
· significant business transformation activities;
· disposals of operations or significant individual assets;
· litigation claims by or against the Group; and
· restructuring of components of the Group's operations.
For tax items to be treated as exceptional, amounts must be material and their
treatment as exceptional enable a better understanding of the Group's
underlying financial performance.
Exceptional items in the Group's financial statements are classified on a
consistent basis across accounting periods.
M&A costs
M&A costs are excluded from alternative performance measures as follows:
· Amortisation of acquired intangible assets: costs associated with
amounts recognised through acquisition accounting that impact earnings
compared to organic investments;
· Amortisation of other fair value adjustments on acquisition: costs
associated with uplifts in asset valuations recognised through acquisition
accounting that impact earnings compared to organic investments; and
· Other M&A activity-related items: incremental costs associated
with completing a transaction which include advisory, legal, accounting,
valuation and other professional or consulting services as well as
acquisition-related remuneration and directly attributable integration costs
incurred in the first 12 months of the acquisition.
3. Reconciliation of alternative performance measures
Income statement measures
The Group presents alternative performance measures including adjusted
earnings before interest, tax, depreciation and amortisation ('adjusted
EBITDA'), adjusted profit before tax and adjusted earnings per share.
The following table shows the reconciliation of the key income statement
alternative performance measures to the most directly comparable measures
reported in accordance with UK-Adopted International Accounting Standards:
Year ended 31 March 2025 Restated*
Year ended 31 March 2024
Continuing operations IFRS Adjusting Adjusted IFRS Adjusting Adjusted
items
£m unless otherwise stated reported reported reported items reported
Revenue 1 736 - 1 736 1 647 - 1 647
EBITDA 234 147 381 301 27 328
Depreciation(1) (86) 6 (80) (58) 1 (57)
Amortisation (42) 29 (13) (36) 23 (13)
Operating profit 106 182 288 207 51 258
Net finance expense (18) - (18) (6) - (6)
Profit before tax 88 182 270 201 51 252
Income tax expense (43) (18) (61) (41) (13) (54)
Profit for the year 45 164 209 160 38 198
Effective tax rate expense % 48.4% 22.6% 19.9% 21.1%
Earnings per share:
Basic earnings per share (pence) 11.8p - - 40.5p - -
Diluted earnings per share (pence) 11.6p 38.7p 50.3p 39.8p 9.3p 49.1p
* Restated for discontinued operations. See Note 2 and 7.
1. Depreciation includes £5 million (2024 - £nil) related to the CP
Kelco acquisition fair value adjustments which is excluded from adjusted
operating profit. In addition, depreciation includes £1 million (2024 - £1
million) related to the Quantum acquisition fair value adjustments.
The following table shows the reconciliation of the adjusting items impacting
adjusted profit for the year:
Year ended 31 March
Restated*
2025 2024
£m
Continuing operations Notes £m
Exceptional costs included in operating profit 5 96 24
M&A costs 86 27
Total excluded from adjusted profit before tax 182 51
Tax credit on adjusting items 6 (23) (13)
Exceptional tax charge 6 5 -
Total excluded from adjusted profit for the year 164 38
* Restated for discontinued operations. See Note 2 and 7.
The following table shows the M&A costs excluded from adjusted profit for
the year:
Year ended 31 March
2025 2024
£m
Continuing operations £m
Depreciation of acquired tangible assets(1) 6 1
Amortisation of acquired intangible assets 29 23
Unwind of fair value adjustments 14 1
Other M&A activity-related items 5 37 2
Total M&A costs 86 27
1. Depreciation of acquired tangible assets includes depreciation of
£5 million related to CP Kelco and £1 million (2024 - £1 million) related
to Quantum.
3. Reconciliation of alternative performance measures (continued)
Cash flow measure
The Group also presents an alternative cash flow measure, 'free cash flow',
which is defined as cash generated from total operations, after net interest
and tax paid, after capital expenditure and excluding the impact of
exceptional items.
Tax paid refers to tax paid for the Group's operations excluding any tax paid
for its share of the Primient joint venture's results. Prior to the joint
venture's disposal, the Group received specific dividends from Primient in
order to settle such tax liabilities. As all dividends received are excluded
from free cash flow, it is appropriate to exclude tax paid out of the receipt
of these dividends.
The following table shows the reconciliation of free cash flow relating to
continuing operations:
Year ended 31 March
2025 2024
£m £m
Adjusted operating profit from continuing operations 288 258
Adjusted for:
Adjusted depreciation and adjusted amortisation(1) 93 70
Share-based payments charge 12 13
Other non-cash movements (5) (4)
Changes in working capital 8 7
Net retirement benefit obligations (7) (7)
Net capital expenditure (121) (110)
Net interest and tax paid(2) (78) (57)
Free cash flow from continuing operations 190 170
1. Total depreciation of £86 million (2024 - £58 million) less £6
million of depreciation related to acquisition fair value adjustments (2024 -
£1 million) and amortisation of £42 million (2024 - £36 million) less £29
million (2024 - £23 million) of amortisation of acquired intangible assets.
2. Net interest and tax paid excludes tax payments of £50 million
(2024 - £24 million) relating to the Group's share of Primient's tax
including the exceptional tax on the gain on disposal of Primient of £45
million (2024 - £12 million).
4. Segment information and disaggregation of revenue
Segment information is presented on a basis consistent with the information
presented to the Board (the designated Chief Operating Decision Maker (CODM))
for the purposes of allocating resources within the Group and assessing the
performance of the Group's businesses.
The Group's core operations comprise four operating segments as follows: Food
& Beverage Solutions, Sucralose, Primary Products Europe and CP Kelco.
These operating segments are also reportable segments. The Group does not
aggregate operating segments to form reportable segments. Food & Beverage
Solutions operates in the core categories of beverages, dairy, soups, sauces
and dressings and bakery and snacks. Sucralose, a high-intensity sweetener and
a sugar reduction ingredient, is used in various food categories and
beverages. Primary Products Europe focuses principally on high-volume
sweeteners and industrial starches. The Group is executing a planned
transition away from these lower margin products in order to use the capacity
to fuel growth in the Food & Beverage Solutions operating segment. CP
Kelco is a leading provider of pectin, speciality gums and other nature-based
ingredients.
Whilst not part of the Group's core operations, its 49.7% investment in the
Primient joint venture has also been an operating segment and reportable
segment. In the year ended 31 March 2025, the Board continued to view the
profit performance of Primient, which consists of its adjusted share of profit
up to the point equity accounting ceased on classification as held for sale
and excludes the gain on disposal.
Group costs including head office, treasury and insurance activities have been
allocated to segments. The allocation methodology is based on firstly
attributing total selling and general administrative costs by the support
provided to each segment directly, then allocating non-directly attributed
costs mainly on the basis of segment share of Group gross profit.
Adjusted EBITDA is used as the measure of the profitability of the Group's
businesses. For the Primient operating segment, prior to its disposal the
Board used the Group's share of adjusted profit of the Primient joint venture
as the measure of profitability of this business. Adjusted EBITDA and the
Group's share of adjusted profit of the Primient joint venture are therefore
the measures of segment profit presented in the Group's segment disclosures
for the relevant operating segments. The segmental classification of
exceptional items is detailed in Note 5.
All revenue is from external customers.
Segmental results for the year ended 31 March 2025
IFRS 8 Segment results
Year ended 31 March 2025
Total operations Food & Beverage Solutions Primary Primient Joint Venture Tate & Lyle before acquisition(2) £m CP Kelco Total
£m Products £m £m £m
Sucralose Europe
£m £m
Revenue 1 232 193 87 - 1 512 224 1 736
Adjusted EBITDA(1) 284 60 (6) - 338 43 381
Adjusted EBITDA margin 23.1% 31.1% (7.4%) - 22.3% 19.2% 21.9%
Adjusted share of profit of joint venture(1) - - - 9 9 - 9
1. Reconciled to statutory profit for the year for continuing
operations in Note 3.
2. Tate & Lyle (excluding CP Kelco) adjusted EBITDA margin at
22.3%, an increase of 200 bps in constant currency.
4. Segment information and disaggregation of revenue (continued)
Segmental results for the year ended 31 March 2024
IFRS 8 Segment results
Year ended 31 March 2024
Total operations Food & Beverage Solutions Primary Primient Joint Venture Total
£m Products £m £m
Sucralose Europe
£m £m
Revenue 1 359 174 114 - 1 647
Adjusted EBITDA(1) 281 52 (5) - 328
Adjusted EBITDA margin 20.7% 29.8% (4.8%) - 19.9%
Adjusted share of profit of joint venture(1) - - - 35 35
1. Reconciled to statutory profit for the year for continuing operations
in Note 3.
Geographic disclosures
Year ended 31 March
2025 2024
Revenue - total operations £m £m
Food & Beverage Solutions
North America 605 642
Asia, Middle East, Africa and Latin America 371 396
Europe 256 321
Food & Beverage Solutions - total 1 232 1 359
CP Kelco
North America 58 -
Asia, Middle East, Africa and Latin America 103 -
Europe 63 -
CP Kelco - total 224 -
Sucralose - total 193 174
Primary Products Europe 87 114
Total 1 736 1 647
5. Exceptional items
Exceptional (costs)/income recognised in the income statement are as follows:
Year ended 31 March
Restated*
2025 2024
Income statement - continuing operations Footnotes £m £m
Exit from tapioca starch facility in Thailand (a) (59) -
Integration costs (b) (24) -
Restructuring costs (c) (13) (21)
Costs associated with the separation and disposal of Primient - (4)
Stabiliser product contamination - 1
Exceptional items included in profit before tax (96) (24)
UK tax charge (see Note 6) (d) (5) -
Tax credit on exceptional items 9 7
Exceptional items - continuing operations (92) (17)
Income statement - discontinued operations
Gain on disposal of Primient joint venture 109 -
Exceptional items related to share of profit of joint venture - (1)
Exceptional items included in profit before tax 109 (1)
Exceptional tax (charge)/credit on gain on disposal (24) 9
Exceptional items - discontinued operations 85 8
Income statement - total operations
Exceptional items included in profit before tax 13 (25)
Exceptional items - total operations (7) (9)
* Restated for discontinued operations. See Note 2 and 7.
Set out below are the principal components of the Group's exceptional items:
Continuing operations
(a) In the year ended 31 March 2025, the Group performed a strategic review
of its tapioca starch facility in Thailand, Chaodee Modified Starch Co., Ltd
following below-expectations performance. As a result, the Group has decided
to exit this operation. Accordingly, the Group has recognised non-cash
impairment charges of £36 million relating to non-current assets and £2
million relating to working capital items. In addition, a restructuring
provision of £21 million has been recognised to decommission the facility.
(b) Integration costs relate to the integration of CP Kelco into the Group's
business. Costs relate to the combination of operations and to the realisation
of synergy benefits. In the year ended 31 March 2025, the Group has recognised
a £24 million charge including external advisor fees, project costs, IT costs
and severance costs.
(c) As part of the Group's previously announced commitment to deliver US$150
million of productivity savings in the five years ending 31 March 2028, in the
year ended 31 March 2025 a £13 million charge (2024 - £21 million) has been
recognised related to organisational improvements to the Food & Beverage
Solutions business and activities to drive productivity savings. Included in
this amount is a £6 million charge (2024 - £4 million) for a programme of
digital restructuring, relating to establishing incremental capabilities to
leverage digital technologies to improve the Group's end-to-end customer and
employee experience, and to drive efficiency savings. Also included are
project costs.
(d) In the year ended 31 March 2025, a £5 million exceptional tax charge
has been recognised. Reflecting the increased borrowings arising from the
funding of the CP Kelco acquisition, and the associated increase in interest
expense, looking forwards UK taxable income is expected to reduce. As a
result, a deferred tax asset on UK temporary differences (including UK losses)
of £5 million is no longer considered recoverable.
All exceptional items, except for those recognised by the Primient joint
venture, were recognised in the Food & Beverage Solutions reportable
segment.
Exceptional costs in the comparative year related mainly to the Group's
restructuring programme and separation and IT costs related to the Primient
disposal.
Tax credits or charges on exceptional items are only recognised to the extent
that gains or losses incurred are expected to result in tax recoverable or
payable in the future. The total tax impact of these exceptional items was a
tax credit of £9 million (2024 - £7 million).
5. Exceptional items (continued)
Discontinued operations
On 22 May 2024, the Group agreed the sale of the remaining interest in
Primient joint venture to KPS Capital Partners for US$350 million (£277
million), which completed on 27 June 2024. In the year ended 31 March 2025,
the Group recorded a pre-tax gain of £109 million associated with this
disposal. An exceptional tax charge of £24 million arose on this gain.
Further details on the gain on disposal, the associated tax charge, and other
exceptional items included in the Group's share of profit of the Primient
joint venture are shown in Note 7.
Cash flows from total operations
Exceptional costs recorded in operating profit in continuing operations during
the year resulted in £28 million (outflow) disclosed in exceptional operating
cash flow. Exceptional costs recorded in the prior year resulted in further
cash outflows in the year of £3 million. Further details in respect of cash
flows from exceptional items are set out below.
Year ended 31 March
2025 2024
Net operating cash (outflows)/inflows on exceptional items Footnotes £m £m
Integration costs (b) (12) -
Restructuring costs (c) (15) (18)
Costs associated with the separation and disposal of Primient (4) (7)
US pension plan past service credit - (1)
Stabiliser product contamination - 1
Historical legal matters - (2)
Net cash outflows - continuing operations (31) (27)
Net cash outflows - discontinued operations (45) (12)
Net cash outflows - total operations (76) (39)
Exceptional cash flows - reconciliation to cash flow statement
The total cash adjustment relating to exceptional items presented in the cash
flow statement of £44 million (outflow) (2024 - £3 million (outflow))
reflects the net exceptional gain in profit before tax for total operations of
£13 million (2024 - net exceptional charge of £24 million) which was £44
million higher (2024 - £3 million lower) than net cash outflows of £31
million (2024 - £27 million) set out in the table above.
The Group also paid £45 million (2024 - £12 million, relating to the sale of
the controlling stake in April 2022) of exceptional tax on the gain on
disposal of Primient (see Note 7).
Other M&A activity-related items
Other M&A activity-related (costs)/income consist of the following:
Year ended 31 March
2025 2024
Income statement - continuing operations Footnotes £m £m
CP Kelco acquisition-related costs (e) (56) -
Contingent consideration fair value adjustment (f) 19 -
Other - (2)
Total other M&A activity-related items (37) (2)
Set out below are the principal components of the Group's other M&A
activity-related items:
(e) In the year ended 31 March 2025, the Group has recognised £56 million
of deal-related costs linked to the CP Kelco acquisition. This amount
principally comprises external advisor fees including deal support, legal and
banking fees.
(f) On acquisition of CP Kelco, the Group recognised contingent
consideration of £20 million which is classified as a financial liability and
subsequently remeasured to fair value with any changes recognised in profit or
loss. In the year ended 31 March 2025, the Group recognised a £19 million
credit reflecting the decrease in the fair value of contingent consideration
to £1 million. See Note 11 for further details.
5. Exceptional items (continued)
Other M&A activity-related items (continued)
Other M&A activity-related cash flows
Other M&A activity-related costs recorded in operating profit in
continuing operations during the year resulted in a cash outflow of
£45 million, all related to the CP Kelco acquisition. The cash adjustment
relating to other M&A items presented in the cash flow statement of £8
million outflow reflects the net M&A charge in profit before tax for total
operations of £37 million which was £8 million lower than net cash outflows
of £45 million.
Year ended 31 March
2025 2024
Net operating cash (outflows)/inflows on M&A items Footnotes £m £m
CP Kelco acquisition-related costs (e) (45) -
Other - (2)
Net cash outflows - continuing operations (45) (2)
6. Income tax expense
Income tax for the year is presented as follows:
· Statutory current and deferred taxes from continuing operations of
£43 million, which when divided by statutory profit before tax from
continuing operations of £88 million gives a statutory effective tax rate of
48.4%.
· Adjusted income tax expense from continuing operations of £61
million, which when divided by adjusted profit before tax from continuing
operations of £270 million gives an adjusted effective tax rate of 22.6%.
Adjusted income tax is different to statutory income tax due to the tax effect
of adjusting and exceptional items.
Analysis of charge for the year Year ended 31 March
Continuing operations Restated*
2025 2024
£m £m
Current tax - (5)
United Kingdom
Overseas (53) (58)
Tax credit on exceptional items 8 7
Credit in respect of previous financial years 9 2
(36) (54)
Deferred tax
(Charge)/credit for the year (1) 9
(Charge)/credit in respect of previous financial years (2) 4
Tax credit on exceptional items 1 -
UK exceptional tax charge (5) -
Income tax expense (43) (41)
Statutory effective tax rate % 48.4% 19.9%
* Restated for discontinued operations. See Note 2 and 7.
6. Income tax expense (continued)
Reconciliation to adjusted income tax expense
Year ended 31 March
Restated*
Continuing operations 2025 2024
Note £m £m
Income tax expense (43) (41)
Add back the impact of: (9) (7)
Tax credit on exceptional items
Tax credit on other M&A activity-related items (2) -
Tax credit on amortisation of acquired intangibles (7) (6)
Tax credit on acquired depreciation (1) -
Tax credit on other fair value adjustments (4) -
UK exceptional tax charge 5 -
Adjusted income tax expense 3 (61) (54)
Adjusted effective tax rate % 22.6% 21.1%
* Restated for discontinued operations. See Note 2 and 7.
7. Discontinued operations
As described in Note 2, on 20 May 2024 the Group classified its 49.7% interest
in Primient as a disposal group held for sale and a discontinued operation.
Equity accounting for the joint venture ceased at this point.
The Primient business consists of the following operations:
· Corn wet mills in the US in Decatur, Illinois; Lafayette,
Indiana; and Loudon, Tennessee.
· Acidulants plants in Dayton, Ohio; Duluth, Minnesota; and Santa
Rosa, Brazil.
· Shareholdings in two joint ventures - Almex in Guadalajara,
Mexico and Covation Biomaterials (formerly Bio-PDO), in Loudon, Tennessee.
· Grain elevator network and bulk transfer stations in North
America.
Primient disposal
On 22 May 2024, the Group agreed the sale of the remaining interest in its
Primient joint venture to KPS Capital Partners for US$350 million (£277
million), which completed on 27 June 2024, resulting in an exceptional gain on
disposal before tax of £109 million. An exceptional tax charge of £24
million arose on this gain (see Note 5 and below).
The current tax charge arising on the gain on disposal of Primient was £45
million, which has been paid in full in the year ended 31 March 2025. This tax
charge of £45 million was partially offset by the release of a deferred tax
liability of £21 million resulting principally from the difference in tax
value and carrying value of the Primient investment. This results in a net tax
charge on the gain on disposal of £24 million.
Income statement measures
The following table shows for discontinued operations the reconciliation of
the key alternative performance measures to the most directly comparable
measures reported in accordance with IFRS. The earnings per share figures have
been calculated by dividing the net gain attributable to equity holders of the
Company from discontinued operations by the weighted average number of
ordinary shares, for basic and diluted amounts, as shown in Note 8.
Restated*
Year ended 31 March 2025 Year ended 31 March 2024
Discontinued operations IFRS Adjusting Adjusted IFRS Adjusting Adjusted
£m unless otherwise stated reported items reported reported items reported
Gain on disposal 109 (109) - - - -
Share of profit of joint venture 8 1 9 25 10 35
Profit before tax 117 (108) 9 25 10 35
Income tax (expense)/credit (22) 24 2 3 (11) (8)
Profit for the year 95 (84) 11 28 (1) 27
Effective tax rate expense/(credit) % 19.1% (16.6%) (8.3%) 25.6%
Earnings per share:
Basic earnings per share (pence) 23.2p - - 6.8p - -
Diluted earnings per share (pence) 22.9p (20.2)p 2.7p 6.7p (0.3p) 6.4p
* Restated for discontinued operations. See Note 2.
7. Discontinued operations (continued)
The following table shows the reconciliation of the adjusting items impacting
adjusted profit for the year:
Year ended 31 March
Restated*
Discontinued operations 2025 2024
Note £m £m
Primient adjusting items at Group's share:
Exceptional costs included in operating profit 5 - 1
Amortisation of acquired intangibles and other fair value adjustments 1 9
Total excluded from adjusted share of profit 1 10
Gain on disposal (109) -
Total excluded from adjusted profit before tax (108) 10
Tax effect of adjusting items - (2)
Exceptional tax charge/(credit) on gain on disposal(1) 24 (9)
Total excluded from profit for the year (84) (1)
* Restated for discontinued operations. See Note 2.
1. The gain on disposal and associated tax charge recognised in the
year ended 31 March 2025 are shown in the tables below. In the year ended 31
March 2024, a
£9 million exceptional tax credit was recognised, principally relating to
deferred tax and reflecting the change in measurement of the difference
between the tax basis and carrying value of the Primient joint venture.
The gain on disposal recognised in the 2025 financial year is shown in the
table below:
Gain on disposal Note Year ended
31 March 2025
£m
Cash consideration 277
Investment in Primient joint venture (175)
Recycling of accumulated foreign exchange from other comprehensive income to 10
the income statement
Transaction costs (3)
Gain on disposal before tax 109
Tax on gain on disposal 5 (24)
Gain on disposal 85
The results of the discontinued operations which have been included in the
consolidated cash flow statement were as follows:
Year ended 31 March
Restated*
Discontinued operations - (outflow)/inflow 2025 2024
£m £m
Operating(1) (50) (24)
Investing(2) 277 71
Net cash inflow 227 47
* Restated for discontinued operations. See Note 2.
1. The operating cash outflows relate to exceptional tax paid on the
gain on disposal of Primient joint venture and tax paid on the Group's share
of Primient's profit.
2. For the year ended 31 March 2025, the investing cash inflow of £277
million relates to cash consideration on disposal of the Primient joint
venture. For the year ended 31 March 2024, the investing cash inflow of £71
million relates to dividends received from the Primient joint venture of £59
million and the receipt of a favourable completion accounts adjustment of £12
million from the sale of Primient.
8. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
owners of the Company by the weighted average number of ordinary shares in
issue during the year excluding shares held by the Company and the Employee
Benefit Trust to satisfy awards made under the Group's share-based incentive
plans.
Diluted earnings per share is calculated by dividing the profit attributable
to owners of the Company by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of ordinary
shares that would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares.
The average market price of the Company's ordinary shares during the year was
656p (2024 - 691p). The dilutive effect of share-based incentives was 5.9
million shares (2024 - 7.1 million shares).
Year ended 31 March 2025 Restated*
Year ended 31 March 2024
Continuing operations Discontinued operations Total Continuing operations Discontinued
operations Total
Profit attributable to owners of the Company (£ million) 48 95 143 160 28 188
Weighted average number of shares (million) - basic 409.4 409.4 409.4 397.1 397.1 397.1
Basic earnings per share (pence) 11.8p 23.2p 35.0p 40.5p 6.8p 47.3p
Weighted average number of shares (million) - diluted 415.3 415.3 415.3 404.2 404.2 404.2
Diluted earnings per share (pence) 11.6p 22.9p 34.5p 39.8p 6.7p 46.5p
* Restated for discontinued operations. See Note 2 and 7.
The increase in the weighted average number of shares in the year ended 31
March 2025 is due to the issuance of 75 million shares as part of the
consideration paid for CP Kelco US. This impact was partially offset by the
£216 million on-market share buyback programme. The aim of this programme,
which completed in the final quarter of the 2025 financial year, was to return
to shareholders the net cash proceeds from the Primient disposal.
Contingently issuable shares (see Note 11 for more details) that could
potentially dilute basic earnings per share in the future were not included in
the calculation of diluted earnings per share, as they did not meet the share
price conditions at the year ended 31 March 2025.
Reconciliation of earnings used in calculating earnings per share
Year ended 31 March 2025 Restated*
Year ended 31 March 2024
Continuing operations Discontinued operations Total Continuing operations Discontinued
£m £m £m £m Operations Total
£m £m
Profit for the year 45 95 140 160 28 188
Less: loss attributable to non-controlling interest 3 - 3 - - -
Profit attributable to owners of the Company 48 95 143 160 28 188
* Restated for discontinued operations. See Note 2 and 7.
Adjusted earnings per share
A reconciliation between profit attributable to owners of the Company from
continuing operations, total operations and the equivalent adjusted measure,
together with the resulting adjusted earnings per share measure, is shown
below:
Year ended 31 March
Continuing operations 2025 Restated*
£m 2024
Notes £m
Profit attributable to owners of the Company 48 160
Adjusting items:
- exceptional costs in operating profit 5 96 24
- M&A costs 3 86 27
- tax credit on adjusting items 6 (23) (13)
- exceptional tax charge 6 5 -
- loss attributable to non-controlling interest(1) (3) -
Adjusted profit attributable to owners of the Company 3 209 198
Weighted average number of shares (million) - diluted 415.3 404.2
Adjusted earnings per share (pence) - continuing operations 50.3p 49.1p
* Restated for discontinued operations. See Note 2 and 7.
1. Loss attributable to non-controlling interest is related to the
exceptional charge for the exit of operations in the Group's tapioca starch
facility in Thailand (see Note 5) and is therefore excluded from the
calculation of adjusted earnings per share.
8. Earnings per share (continued)
Year ended 31 March
Total operations Notes 2025 Restated*
£m
2024
£m
Adjusted profit attributable to owners of the Company - continuing operations 3 209 198
Adjusted profit attributable to owners of the Company - discontinued 7 11 27
operations
Adjusted profit attributable to owners of the Company- total operations 220 225
Adjusted earnings per share (pence) - total operations 53.0p 55.5p
* Restated for discontinued operations. See Note 2 and 7.
9. Dividends on ordinary shares
Dividends on ordinary shares in respect of the financial year:
Year ended 31 March
2025 2024
Pence Pence
Per ordinary share:
Interim dividend paid 6.4 6.2
Final dividend proposed 13.4 12.9
Total dividend 19.8 19.1
The Directors propose a final dividend for the financial year of 13.4p per
ordinary share that, subject to approval by shareholders, will be paid on 1
August 2025 to all shareholders who are on the Register of Members on 20 June
2025. Based on the number of ordinary shares outstanding at 31 March 2025, the
final dividend for the financial year is expected to amount to £59 million.
10. Net debt - total operations
Movements in the Group's net debt were as follows:
Cash and cash equivalents Borrowings and lease liabilities Loans receivable(1) Total
£m
£m
£m £m
At 1 April 2024 437 (590) - (153)
Movements from cash flows (164) (681) 11 (834)
Subsidiaries acquired 65 (31) - 34
Currency translation differences (4) 14 - 10
Lease liabilities - (20) - (20)
Other non-cash movements - 2 - 2
At 31 March 2025 334 (1 306) 11 (961)
1. Relates to New Market Tax Credit arrangement in the United States.
To fund the CP Kelco acquisition, on 13 November 2024, the Group drew down i)
a US$600 million multi-currency bridge credit facility, maturing on 19 June
2025 and with two further six-month extension options, and ii) a €275
million multicurrency three-year term loan facility with a cost of 1% +
Euribor maturing on 15 November 2027.
On 12 March 2025, the Group issued a multi-tranche US$300 million and €275
million debt private placement. On the same day, the Group used the proceeds
to repay the bridge credit facility. The following notes were issued:
· US$85 million 5.56% notes due 2030;
· US$65 million floating-rate notes ('RFN') due 2030;
· US$40 million floating-rate notes due 2032;
· US$110 million 5.84% notes due 2033;
· €140 million 4.03% notes due 2035; and
· €135 million 4.13% notes due 2037.
Included in other third-party borrowing is a £14 million loan in relation to
a New Market Tax Credit (NMTC) arrangement in the United States with certain
counterparties. Prior to the acquisition, under the NMTC arrangement, a US
subsidiary of the CP Kelco Group obtained loans to fund the construction of an
ingredient production and manufacturing facility in its Okmulgee, Oklahoma
plant, which is in a low-income community, in return for certain tax
incentives. The loans are not permitted to be repaid prior to February 2030.
As part of the NMTC arrangement, certain guarantees and indemnities were
provided to the counterparties (including in respect of any losses suffered by
the counterparties as a result of CP Kelco's US business' failure to comply
with the applicable regulatory requirements under the NMTC arrangement). On
acquisition the Group entered into this NMTC arrangement and holds £11
million in loans receivable with respect to the counterparties which partially
offsets this third-party borrowing.
11. Acquisitions
Acquisition of CP Kelco
On 15 November 2024 the Group completed the acquisition of 100% of the equity
of (i) CP Kelco U.S.; (ii) CP Kelco China; and (iii) CP Kelco ApS together
with each of their respective subsidiaries (together 'CP Kelco'), a leading
provider of pectin, speciality gums and other nature-based ingredients, from
J.M Huber Corporation ('Huber') for a total provisional consideration of
US$1.8 billion (£1.4 billion). Transaction costs of £56 million were
expensed (refer to Note 5 for further details).
The provisionally determined fair value of identifiable net assets acquired
was £1,211 million, resulting in provisional goodwill at the acquisition date
of £237 million, which is not deductible for tax purposes. The valuation of
the goodwill at £237 million remains provisional subject to finalisation of
the completion accounts working capital adjustment and purchase price
allocation. The acquisition establishes the Group as a leader in mouthfeel, a
critical driver of customer solutions, and strengthens our expertise across
our three core platforms of Sweetening, Mouthfeel and Fortification. The
resulting combined product portfolio, technical expertise and complementary
category offering delivers a compelling customer proposition, significantly
enhancing our solutions capabilities and increasing the opportunity to benefit
from growing global consumer demand for healthier, tastier and more
sustainable food and drink. It also expands our offering in the large and
fast-growing speciality food and beverage ingredients market and unlocks
further growth opportunities in its core and adjacent markets. Finally, it
accelerates R&D and innovation through the combination of world-class
scientific, technical and applications expertise, driving the development of
new plant-based ingredients and solutions. Accordingly, goodwill represents
the premium paid to secure ownership and control of a business which
accelerates the delivery of our strategy by enhancing our customer
proposition.
Details of the acquisition are provided in the tables below:
Goodwill At 31 March
2025
£m
Shares issued, at fair value 556
Cash consideration 872
Contingent consideration 20
Total consideration 1 448
Less: fair value of net assets acquired (1 211)
Provisional goodwill 237
Cash flows At 31 March
2025
£m
Total consideration 872
Less: net cash acquired (65)
Acquisition of business, net of cash acquired 807
Fair value of net assets acquired Book value on acquisition Fair value adjustment
£m £m
Total fair value
£m
Intangible assets (customer relationships,
technology/know-how)
9 221 230
Property, plant and equipment 635 274 909
Deferred tax assets 5 - 5
Inventories 242 38 280
Trade and other receivables 186 - 186
Cash and cash equivalents 65 - 65
Borrowings including lease liabilities (31) - (31)
Retirement benefit obligations (26) - (26)
Deferred tax liabilities (57) (141) (198)
Trade and other payables (173) - (173)
Provisions (36) - (36)
Net assets on acquisition 819 392 1 211
11. Acquisitions (continued)
Acquisition of CP Kelco (continued)
Shares issued
75 million new ordinary shares were issued as part of the consideration to
acquire CP Kelco. The fair value of these shares was based on the published
share price on 15 November 2024 of £7.415 per share. The attributable cost
of the issuance of the shares was not material and has been charged directly
to equity as a reduction in share premium.
Contingent consideration
Under the terms of the acquisition, Tate & Lyle will deliver deferred
consideration of up to 10 million additional Tate & Lyle ordinary shares
to Huber at approximately the second-year anniversary of the transaction. The
number of shares to be delivered is subject to performance criteria based on
Tate & Lyle's share price. The amount to be paid is contingent on Tate
& Lyle's volume-weighted average price for the 30 trading days immediately
preceding the second anniversary of the completion date. The full 10 million
shares will be issued if Tate & Lyle's share price over this period is at
least £10, and no shares will be issued if Tate & Lyle's share price is
£8.50 or below. The Group retains the option to pay part of this deferred
consideration in cash. The Group has included £20 million as contingent
consideration related to the additional consideration, which represents its
fair value at the date of acquisition. At 31 March 2025, the contingent
consideration has decreased to £1 million. Contingent consideration is
classified as a financial liability, and subsequently remeasured to fair
value, with changes in fair value recognised in profit or loss (in other
M&A activity-related items, see Note 5). The contingent consideration has
been disclosed as a 'Level 3' financial instrument.
Contingent liability
Contingent liabilities at fair value totalling £36 million were recognised on
a provisional basis at the acquisition date of which £16 million has been
recorded in provisions and £20 million as current tax liabilities. These
contingent liabilities related principally to a withholding tax dispute which
is subject to legal process and a number of indirect tax exposures. These
matters are specifically indemnified as part of the sales and purchase
agreement. At 31 March 2025, the carrying value of the contingent liabilities
was re-assessed with no change recorded based on the expected probable
outcome.
Other matters
The gross amount of trade receivables is materially the same as the fair value
of the trade receivables and it is expected that the full contractual amounts
can be collected.
The acquired business contributed revenue of £224 million and an operating
profit of £18 million for the period from acquisition on 15 November 2024
until 31 March 2025 (excluding the amortisation of acquired intangibles,
depreciation of acquired tangible assets and other fair value adjustments
recognised from the acquisition). Had the business been acquired at the
beginning of the 2025 financial year, it would have contributed revenue of
£612 million and an operating profit of £38 million in the year ended 31
March 2025.
In the 2024 financial year:
There were no acquisitions in the 2024 financial year.
12. Events after the balance sheet date
In May 2025 the Group extended the maturity of its US$800 million revolving
credit facility by a year to 2030. There are no other post balance sheet
events requiring disclosure in respect of the year ended 31 March 2025.
TATE & LYLE PLC
ADDITIONAL INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025
Calculation of changes in constant currency
Where changes in constant currency are presented in this statement, they are
calculated by retranslating current year results at prior year exchange rates.
The following table provides a reconciliation between the 2025 performance at
actual exchange rates and at constant currency exchange rates. Absolute
numbers presented in the tables are rounded for presentational purposes,
whereas the growth percentages are calculated on unrounded numbers.
Adjusted performance 2025 FX 2025 Underlying 2024* Change % Change in
Continuing operations
£m
£m
at constant
growth
£m
constant
currency
£m
currency
£m
%
Revenue 1 736 50 1 786 139 1 647 5% 8%
Food & Beverage Solutions 284 4 288 7 281 1% 2%
Sucralose 60 1 61 9 52 16% 18%
Primary Products Europe (6) (1) (7) (2) (5) (18%) (20%)
CP Kelco 43 1 44 44 - n/a n/a
Adjusted EBITDA 381 5 386 58 328 16% 18%
Adjusted operating profit 288 3 291 33 258 11% 13%
Net finance expense (18) - (18) (12) (6) (<99%) (<99%)
Adjusted profit before tax 270 3 273 21 252 7% 9%
Adjusted income tax expense (61) (1) (62) (8) (54) (15%) (16%)
Adjusted profit after tax 209 2 211 13 198 5% 7%
Adjusted diluted EPS (pence) 50.3p 0.8p 51.1p 2.0p 49.1p 2% 4%
* Restated for discontinued operations. See Note 2.
Currency Sensitivities
Currency-sensitivity information for the year ended 31 March 2025 on a
proforma basis including a full year of CP Kelco ownership is summarised
below. This sets out the sensitivity to a 5% strengthening of pound sterling
impacting the Group's revenue and EBITDA in the year ended 31 March 2025:
Currency Year ended 31 March 2025(1) Year ended Change (%)(3) Impact (£m) of
31 March 5% strengthening of GBP
2024(2) (vs 2025 average rate)(4)
Revenue EBITDA
USD 1.28 1.26 1.5% (50) (16)
EUR 1.19 1.16 2.6% (23) (4)
Other(5) (28) (4)
1. Based on average daily spot rates from 1 Apr 2024 to 31 March 2025
2. Based on average daily spot rates from 1 Apr 2023 to 31 March 2024
3. Change verses average spot rates for the previous year
4. Based on best prevailing assumptions around currency profiles
5. Other currencies include DKK, CNY, AUD, JPY, MXN, PLN, ZAR, BRL, AED,
THB
Pro forma income statements for continuing operations for the combination of
Tate & Lyle and CP Kelco
Pro forma income statement for year ended 31 March 2024 (as amended)
On 3 October, the Group published a Significant Transaction Announcement which
included a pro forma profit before tax statement for the combined Tate &
Lyle and CP Kelco businesses for the year ended 31 March 2024. This
statement included pro forma adjusted EBITDA of £434 million after carve out
adjustments to present CP Kelco on a stand-alone basis, separated from its
previous owner, J.M. Huber. In doing this, charges of £9 million from Huber
were reversed as these were considered not to be on an arm's length basis with
this adjustment shown in the reconciliation between reported and adjusted
EBITDA. After the completion of the combination, it has been determined that
the arm's length value of the services required to present CP Kelco on a
standalone basis was £6 million, using the Transition Service Agreement costs
paid by Tate & Lyle to Huber for the services. Accordingly, this cost
has been deducted from the pro forma adjusted EBITDA, lowering it to £428
million.
£ million Tate & Lyle(1) CP Kelco(2) Pro forma adjustments Pro forma
(3,4,5,6,7)
Revenue 1 647 603 - 2 250
EBITDA 301 86 (50) 337
Depreciation and amortisation (94) (61) - (155)
Operating profit 207 25 (50) 182
Net finance expense (6) (1) (43) (50)
Share of profit of joint venture 25 - (25) -
Profit before tax 226 24 (118) 132
Bridge to adjusted measures
EBITDA 301 86 (50) 337
Exceptional items and other adjusting items
27 11 50 88
Huber recharges - 9 - 9
Transition Service Agreement costs - (6) - (6)
Adjusted EBITDA 328 100 - 428
Adjusted EBITDA margin 19.9% 16.6% - 19.0%
Adjusted depreciation and amortisation
(70) (61) - (131)
Adjusted operating profit 258 39 - 297
Net finance expense (6) (1) (43) (50)
Adjusted share of profit of joint venture*
35 - (35) -
Adjusted profit before tax 287 38 (78) 247
* Adjusted to exclude amortisation of acquired intangibles and
other fair value adjustments of £9 million and joint venture exceptional
items of £1 million.
See Note 4 of the Tate & Lyle annual report for the year ended 31 March
2024.
Pro forma income statement for year ended 31 March 2025
£ million Tate & Lyle(1) CP Kelco(2) Pro forma adjustments Pro forma
(3,4,5,6,7)
Revenue 1 512 612 - 2 124
EBITDA 195 108 - 303
Depreciation and amortisation (100) (70) - (170)
Operating profit 95 38 - 133
Net finance expense (17) (1) (28) (46)
Profit before tax 78 37 (28) 87
Bridge to adjusted measures
EBITDA 195 108 - 303
Exceptional items and other adjusting items
143 4 - 147
Huber recharges - (4) - (4)
Adjusted EBITDA 338 108 - 446
Adjusted EBITDA margin 22.3% 17.6% - 21.0%
Adjusted depreciation and amortisation
(67) (70) - (137)
Adjusted operating profit 271 38 - 309
Net finance expense (17) (1) (28) (46)
Adjusted profit before tax 254 37 (28) 263
Pro forma income statement for the six months to 30 September 2024
£ million Tate & Lyle(1) CP Kelco(2) Pro forma adjustments Pro forma
(3,4,5,6,7)
Revenue 775 313 - 1 088
EBITDA 148 50 - 198
Depreciation and amortisation (45) (36) - (81)
Operating profit 103 14 - 117
Net finance income/(expense) 1 1 (25) (23)
Profit before tax 104 15 (25) 94
Bridge to adjusted measures
EBITDA 148 50 - 198
Exceptional items and other adjusting items
40 - - 40
Huber recharges - (1) - (1)
Adjusted EBITDA 188 49 - 237
Adjusted EBITDA margin 24.3% 15.8% - 21.9%
Adjusted depreciation and amortisation
(33) (36) - (69)
Adjusted operating profit 155 13 - 168
Net finance income/(expense) 1 1 (25) (23)
Adjusted profit before tax 156 14 (25) 145
Notes to the pro forma income statements
1. The financial information of Tate & Lyle for the year ended 31 March
2024 and 31 March 2025 has been extracted without material adjustment from its
audited annual accounts for the year ended 31 March 2024 and 31 March 2025.
The financial information of Tate & Lyle for the six months to 30
September 2024 has been extracted without material adjustment from its
unaudited management accounts for that period.
2. The financial information of CP Kelco for the year ended 31 March 2024
and for the six months to 30 September 2024 has been extracted without
material adjustment from the unaudited management accounts of CP Kelco
prepared under US GAAP. Adjustments have been made to convert CP Kelco's
financial information to UK-adopted IFRS and to align the financial
information with Tate & Lyle accounting policies. The principal
adjustments made between US GAAP and UK-adopted IFRS relate to the treatment
of operating leases and research and development expenditure. Carve out
adjustments have been made to present CP Kelco on a stand-alone basis,
separated from Huber. Conversion from US dollars into pound sterling, Tate
& Lyle's presentational currency, has been done using an average rate for
the 12-month period ended 31 March 2024 of USD/GBP of 1.26 and an average rate
for the 6-month period to 30 September 2024 of USD/GBP of 1.28.
3. The financial information of CP Kelco for the year 31 March 2025 for
the period of ownership (from 15 November 2024) has been extracted without
material adjustment from its audited annual accounts prepared under IFRS for
the year ended 31 March 2025. The financial information of CP Kelco for the
remaining period of the 2025 financial year prior to the Group's ownership has
been extracted without material adjustment from the unaudited management
accounts of CP Kelco prepared under US GAAP. Adjustments have been made to
convert CP Kelco's financial information to UK-adopted IFRS and to align the
financial information with Tate & Lyle accounting policies. Carve out
adjustments have been made to present CP Kelco on a stand-alone basis,
separated from Huber, consistent with the presentation of the pro forma
financial information for the year ended 31 March 2024.
Notes to the pro forma income statements (continued)
Pro forma adjustments
4. The combination of Tate & Lyle and CP Kelco has been accounted for
as an acquisition in accordance with IFRS 3. However, financial information
for the year ended 31 March 2024 and six-month period ending 30 September 2024
do not reflect the impact of the income statement effect of the fair value
adjustments to net assets arising from the purchase price allocation being
greater than the book value of the net assets acquired. The pro forma
purchase price premium has been attributed to goodwill and no pro forma
amortisation nor impairment charge has been applied to the goodwill balance
for these periods presented. Reported financial information for the year
ended 31 March 2025 does reflect the income statement impact of the fair value
adjustments, which is material. This impact is excluded from the adjusted
metrics and therefore the adjusted metrics for all periods presented remain
comparable.
5. Transaction costs of £50 million have been deducted from operating
profit in the year ended 31 March 2024. Such costs were assumed to be one off
in nature and will not have a continuing impact on the enlarged group. This
adjustment does not include the impact of share-based payment awards to be
issued in relation to the transaction. The transaction costs are assumed to
have been incurred on 1 April 2023, being the start of the pro forma period
presented. For the year ended 31 March 2025 and six-month period to 30
September 2024, actual transaction costs incurred have been treated as
exceptional costs and excluded from adjusted performance metrics. Adjusted
metrics for all periods presented therefore remains comparable.
6. To finance the cash consideration for the Transaction, Tate & Lyle
entered into a new US$600 million Bridge Facility Agreement and a new €275
million Term Loan Agreement. This financing is assumed to have been in place
from 1 April 2023, being the start of the period presented. The remaining
consideration was funded from existing cash, resulting in deposit interest
foregone. Further, the cash inflow from the disposal of Primient was fully
returned to shareholders through a share buyback programme, and is assumed to
have occurred concurrently, the impact of these on finance costs was not
material. In the Significant Transaction Announcement published on 3 October
2024, the pro forma net finance expense adjustment for the year ended 31 March
2024 was estimated to be £43 million. On 12 March 2025, the Group issued a
multi-tranche US$300 million and €275 million debt private placement. On the
same day, the Group used the proceeds to repay the US$600 million Bridge
Facility Agreement. The blended cost of these new facilities is assumed to be
4.0% compared to the 4.8% per annum assumed at the time for the Significant
Transaction Announcement. The pro forma net finance expense adjustment for the
year ended 31 March 2025 and six-month period ending 30 September 2024 has
been amended to reflect the interest expense at the rate of the new facilities
of £46 million.
7. Tate & Lyle's share of the profit of its Primient joint venture (a
discontinued operation) has been removed from all periods presented and no
gain loss on disposal reflected in order to present pro forma profit before
tax from continuing operations only.
8. No adjustment has been made to reflect the trading results of Tate
& Lyle or CP Kelco after the respective ends of the periods presented.
Further, nor has any adjustment been made to reflect any other changes in
their financial position since the respective ends of the periods presented.
New segmental reporting framework
Following the acquisition of CP Kelco, from 1 April 2025 we will operate as
one combined solutions-focused company and operate under in a regional
organisational model of three operating segments: the Americas, Europe, Middle
East and Africa, and Asia. Set out below is the pro forma combined
financial information of Tate & Lyle for the year ended 31 March 2025 and
the six months to 30 September 2024 under this new reporting framework.
Pro forma for the year ended 31 March 2025
Previous segment disclosure Adjusted EBITDA margin
Adjusted EBITDA %
£m
Revenue
£m
Food & Beverage Solutions 1 232 284 23.1%
Sucralose 193 60 31.1%
Primary Products Europe 87 (6) (7.4)%
CP Kelco 612 108 17.6%
Total 2 124 446 21.0%
New segment disclosure
Americas 1 074 286 26.6%
Europe, Middle East and Africa Sucralose 659 107 16.2%
Asia Pacific 391 53 13.6%
Total 2 124 446 21.0%
Pro forma for the six months to 30 September 2024
Previous segment disclosure Adjusted EBITDA margin
Adjusted EBITDA %
£m
Revenue
£m
Food & Beverage Solutions 631 157 24.9%
Sucralose 99 33 33.7%
Primary Products Europe 45 (2) (3.9)%
CP Kelco 313 49 15.8%
Total 1 088 237 21.9%
New segment disclosure
Americas 549 151 27.5%
Europe, Middle East and Africa Sucralose 338 59 17.5%
Asia Pacific 201 27 13.4%
Total 1 088 237 21.9%
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