20-F

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

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(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​	For the fiscal year ended December 31, 2024
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of event requiring this shell company report**___________________**

For the transition period from ___________________ to _______________________

Commission file number: 011-41524

RENTOKIL INITIAL PLC
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
Compass House<br><br>Manor Royal<br><br>Crawley<br><br>West Sussex RH10 9PY<br><br>United Kingdom
(Address of principal executive offices)
Rachel Canham<br><br>Rentokil Initial plc<br><br>Compass House<br><br>Manor Royal<br><br>Crawley<br><br>West Sussex RH10 9PY<br><br>United Kingdom<br><br>Telephone: +44 (0)1293 **** 858000<br><br>E-mail: secretariat@rentokil-initial.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares, each representing five ordinary shares of 0.01 each	New York Stock Exchange
Ordinary shares of 0.01 each	New York Stock Exchange*

All values are in British Pounds.

*Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

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Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

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None
(Title of Class)

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding shares of each class of stock of Rentokil Initial plc as of December 31, 2024 was:

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Title of Class	Number of Shares Outstanding
Ordinary shares of £0.01 each:	2,524,539,885

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ⌧  No ◻

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ◻  No ⌧

Note— Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ⌧  No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧  No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ⌧	Accelerated filer ◻	Non-accelerated filer ◻
		Emerging growth company ◻

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.◻

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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U.S. GAAP	◻	International Financial Reporting Standards as issued by the International Accounting Standards Board	⌧	Other ◻

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

◻ Item 17  ◻ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ◻  No ⌧

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ◻  No ◻

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Table of Contents Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the information for the 2024 Form 20-F of Rentokil Initial plc (the “Company”) set out below is being incorporated by reference from the Company’s Annual Report 2024 included as exhibit 15.1 to this Form 20-F (the “Annual Report 2024”).

Presentation of Financial and Other Information

References below to major headings include all information under such major headings, including subheadings, unless such reference is a reference to a subheading, in which case such reference includes only the information contained under such subheading. To the extent that any information incorporated by reference into this Form 20-F itself incorporates information by reference (including by way of internal cross reference), such information shall not form part of this Form 20-F. All references in this Form 20-F to “us”, “we” or “the Company” are to Rentokil Initial plc. Unless the context otherwise requires, “Rentokil Initial” or “Group” refers to the Company and its consolidated entities. Other information contained within the Annual Report 2024 included as exhibit 15.1 to this Form 20-F, including graphs and tabular data, is not included in this Form 20-F unless specifically identified below. Photographs are also not included. None of the websites referred to in the Annual Report 2024, including where a link or QR code is provided, nor any information contained on such websites is incorporated by reference in this Form 20-F.

In addition to the information set out below, the information set forth under the headings “Glossary” on page 241 and “Cautionary Statement” on page 242, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

References herein to Rentokil Initial websites, including where a link is provided, are textual references only and information on or accessible through such websites does not form part of and is not incorporated into this Form 20-F. References to “audited” information (including graphs and tabular data) set forth under the heading “Corporate Governance—Directors’ Annual Remuneration Report-2024—Directors’ remuneration in the year to 31 December 2024” on pages 134 to 144 refer to procedures performed by the Company’s external auditor in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law and does not form part of the “Report of Independent Registered Public Accounting Firm” on pages F-2 to F-4 of this Form 20-F.

Cautionary Note Regarding Forward-Looking Statements

In order, among other things, to utilise the ‘safe harbour’ provisions of the U.S. Private Securities Litigation Reform Act of 1995, we are providing the following cautionary statement:

This Form 20-F and the Annual Report 2024 contain statements that are, or may be, forward-looking regarding the Group’s results of operations, business strategy, plans and objectives, including, among other things, statements about the Group’s financial condition, liquidity, prospects, growth and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates. These statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “could”, “shall”, “is optimistic”, “continues”, “may”, “would”, “is likely to”, “should”, “intend”, “seek”, “aim”, “plan”, “potential”, “predict”, “will”, “expect”, “estimate”, “project”, “positioned”, “strategy”, “outlook”, “target” and similar expressions.

Although we believe that the forward-looking statements in this Form 20-F and the Annual Report 2024 are based on reasonable assumptions, such statements involve risk and uncertainty because they relate to future events and circumstances. There are accordingly a number of factors which might cause actual results and performance to differ materially from those expressed or implied by such statements, including, but not limited to, uncertainties related to the following:

●	our ability to integrate acquisitions successfully, or any unexpected costs or liabilities from our disposals;
●	difficulties in integrating, streamlining and optimising our IT systems, processes and technologies, including artificial intelligence technologies;
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●	our ability to attract, retain and develop key personnel to lead our business;
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●	the availability of a suitably skilled and qualified labour force to maintain our business;
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●	cyber security breaches, attacks and other similar incidents, as well as disruptions or failures in our IT systems or data security procedures and those of our third-party service providers;
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●	inflationary pressures, such as increases in wages, fuel prices and other operating costs;
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●	weakening general economic conditions, including changes in the global job market or decreased consumer confidence or spending levels, especially as they may affect demand from our customers;
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●	our ability to implement our business strategies successfully, including achieving our growth objectives;
●	our ability to retain existing customers and attract new customers;
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●	the highly competitive nature of our industries;
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●	extraordinary events that impact our ability to service customers without interruption, including a loss of our third-party distributors;
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●	the impact of environmental, social and governance (“ESG”) matters, including those related to climate change and sustainability, on our business, reputation, results of operations, financial condition and/or prospects;
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●	supply chain issues, which may result in product shortages or other disruptions to our business;
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●	our ability to protect our intellectual property and other proprietary rights that are material to our business;
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●	our reliance on third parties, including third-party vendors for business process outsourcing initiatives, investment counterparties, and franchisees, and the risk of any termination or disruption of such relationships or counterparty default or litigation;
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●	any future impairment charges, asset revaluations or downgrades;
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●	failure to comply with the many laws and governmental regulations to which we are subject or the implementation of any new or revised laws or regulations that alter the environment in which we do business, as well as the costs to us of complying with any such changes and the risk of related litigation;
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●	termite damage claims and lawsuits related thereto and associated impacts on the termite provision;
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●	our ability to comply with safety, health and environmental policies, laws and regulations, including laws pertaining to the use of pesticides;
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●	any actual or perceived failure to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, including data privacy and security, and any litigation related to such actual or perceived failures;
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●	the identification of a material weakness in our internal control over financial reporting within the meaning of Section 404 of the Sarbanes-Oxley Act;
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●	changes in tax laws and any unanticipated tax liabilities;
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●	adverse credit and financial market events and conditions, which could, among other things, impede access to, or increase, the cost of financing;
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●	the restrictions and limitations within the agreements and instruments governing our indebtedness;
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●	a lowering or withdrawal of the ratings, outlook or watch assigned to our debt securities by rating agencies;
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●	an increase in interest rates and the resulting increase in the cost of servicing our debt; and
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●	exchange rate fluctuations and the impact on our results or the foreign currency value of our American Depositary Shares (“ADSs”) and any dividends.
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Further details on the principal risks that may affect the Group can be found in the “Risks and Uncertainties” section detailed on pages 83 to 84 and on page 77 (in relation to climate-related risks), in each case of the Company’s Annual Report 2024 included as exhibit 15.1 to this Form 20-F, as well as on pages F-50 to F-52 (in relation to financial risks) and under the heading Item 3.D “Risk Factors”, in each case of this Form 20-F.

Forward-looking statements speak only as of the date they are made and no representation or warranty, whether express or implied, is given in relation to them, including as to their completeness or accuracy or the basis on which they were prepared. Other than in accordance with the Company’s legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules), the Company does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Information contained in this Form 20-F and the Annual Report 2024 relating to the Company or its share price, or the yield on its shares, should not be relied upon as an indicator of future performance. Nothing in this Form 20-F and the Annual Report 2024 should be construed as a profit forecast.

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PART I	​
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	4
ITEM 3. KEY INFORMATION	4
ITEM 4. INFORMATION ON THE COMPANY	17
ITEM 4A. UNRESOLVED STAFF COMMENTS	21
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	22
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	23
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	30
ITEM 8. FINANCIAL INFORMATION	32
ITEM 9. THE OFFER AND LISTING	32
ITEM 10. ADDITIONAL INFORMATION	33
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	41
PART II	​
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	43
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	43
ITEM 15. CONTROLS AND PROCEDURES	43
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	44
ITEM 16B. CODE OF ETHICS	44
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	44
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	45
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	45
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	45
ITEM 16G. CORPORATE GOVERNANCE	46
ITEM 16H. MINE SAFETY DISCLOSURE	47
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	47
ITEM 16J. INSIDER TRADING POLICIES	47
ITEM 16K. CYBER SECURITY	47
PART III	​
ITEM 17. FINANCIAL STATEMENTS	49
ITEM 18. FINANCIAL STATEMENTS	49
ITEM 19. EXHIBITS	49
SIGNATURE	51

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Table of Contents PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A.	Reserved

Reserved.

B.	Capitalization and Indebtedness

Not applicable.

C.	Reason for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

You should carefully consider the factors described below, in addition to the other information set forth in this Form 20‑F. Providing route-based services carries various inherent risks and uncertainties that may affect our business. In this section, we describe the risks and uncertainties that we consider material to our business in that they may have a significant effect on our business, reputation, results of operations, financial condition and/or prospects.

This Annual Report includes statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We believe that the forward-looking statements about Rentokil Initial in this Form 20‑F, identified by words such as “believes”, “anticipates”, “could”, “may”, “would”, “is likely to”, “should”, “intends”, “seeks”, “aims”, “plans”, “potential”, “predicts”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook”, and “target”, are based on reasonable assumptions. However, forward-looking statements involve inherent risks and uncertainties such as those summarised below. They relate to events that may occur in the future, that may be influenced by factors beyond our control and that may have actual outcomes materially different from our expectations. Therefore, other risks, unknown or not currently considered material, could have a material adverse effect on our financial condition or results of operations. 4

Table of Contents Risks Relating to Business Strategies and Operations

If we are unsuccessful in integrating acquisitions or if our disposals result in unexpected costs or liabilities, our business could be materially and adversely affected.

We have a strategy that includes growth by acquisition to extend our geographic footprint and to improve our market share in existing locations. For example, we acquired 36 new businesses in 2024, and we may continue to pursue strategic transactions in the future, which could involve acquisitions or disposals of businesses or assets. These acquisitions need to be integrated quickly and efficiently to minimise potential impact on the operations of the acquired business and the existing business. There are a number of risks to the successful integration of acquired businesses, including the former Terminix business. These risks include, but are not limited to, the possibility that management may be distracted from regular business concerns by the need to integrate operations and that unforeseen difficulties can arise in integrating operations, systems, processes, pay plans, brands and customer offerings as well as difficulties in retaining and assimilating employees and customers. In addition, even where a diligent review of the businesses and/or properties acquired in connection with such acquisitions is performed in accordance with industry norms, such reviews may be incomplete and not necessarily reveal all existing, potential or reasonably foreseeable problems, including actual or contingent liabilities, or permit a full assessment of the deficiencies associated with the businesses or properties. Any acquisition that we make may not provide us with the benefits that were anticipated when entering into such acquisition, or the benefits may not occur within the time periods we anticipated. The realisation of such benefits may be affected by a number of factors, many of which are beyond our control. If we fail to (i) successfully integrate acquisitions into our existing organisational structures and IT systems, (ii) deliver the revenue and profit targets, or (iii) deliver any expected synergy benefits, such as cost savings, the acquired business may not achieve the expected financial and/or operational benefits which could lead to potential adverse short-term or long-term effects on our business, reputation, results of operations, financial condition and/or prospects. Our business may be required to recognise impairment charges or be subject to asset revaluations or downgrades by applying a value in use based test annually. We may also experience difficulties, costs or delays in migrating acquired businesses to our systems, processes and technologies.

In addition, we have sold a number of our businesses in the past and expect to continue to dispose of businesses from time to time if consistent with our strategy. Furthermore, under business sale contracts, we may provide warranties and indemnities to purchasers. Accordingly, we may make provisions in our consolidated financial statements for potential liabilities and costs relating to a disposed business. We may also make provisions in our consolidated financial statements for amounts to cover legal or regulatory claims which are known to be outstanding at the time of sale or which may subsequently become apparent. There can be no assurance that such provisions will be sufficient to cover potential liabilities and consequently disposals of our businesses may have a material adverse effect on our business, reputation, results of operations, financial condition and/or prospects.

We may experience difficulties integrating, streamlining and optimising our IT systems, processes and technologies, including artificial intelligence technologies.

We have invested in, and expect to continue to invest in, a wide range of new systems, processes and technologies intended to improve many aspects of our business, including those incorporating artificial intelligence (“AI”). These systems, processes and technologies impact customers, suppliers, employees and others, including new systems that integrate, streamline and enhance legacy operating IT systems. These activities have required, and may continue to require, significant investment of human and financial resources. We may experience significant delays, increased costs and other difficulties as a consequence of significant disruption or deficiency in implementing such systems, processes and technologies, which could adversely affect our ability to process work orders, send invoices, track and collect payments, fulfil contractual obligations or otherwise operate our business. In addition, our efforts to centralise various business processes within our organisation in connection with this implementation may disrupt operations and negatively impact our business, reputation, results of operations, financial condition and/or prospects.

In addition, a failure to integrate well-designed and properly functioning AI technologies could result in competitive disadvantages, increased costs associated with suboptimal utilisation of AI technology or additional resources to address issues and inefficiencies or non-compliance with applicable AI laws and regulations. Inability to adopt AI technology in an effective and compliant manner could result in reputational damage if we are perceived as being unable to effectively leverage emerging technologies and using data in a manner inconsistent with consumers’ ethical expectations and company values. 5

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We depend on key personnel to lead our business.

Our continued success will depend largely on our ability to attract, retain, and develop a high calibre of talent and on the efforts and abilities of our executive officers and certain other key colleagues. As we continue to grow our business, make acquisitions, expand our geographic scope, and offer new products and services, we need the organisational talent necessary to ensure effective succession for executive officer and key colleague roles in order to meet the growth, development and profitability goals of our business. Our operations could be materially and adversely affected if, for any reason, we were unable to attract, retain or develop such officers or key colleagues and successfully execute organisational change and management transitions at leadership levels, or if we have to incur significant costs to retain such individuals or to identify, hire and retain replacements for departing employees. No assurance can be given that we will be able to attract or retain employees to the same extent that we have been able to attract or retain employees in the past.

We depend on a suitably skilled and qualified labour force to maintain the business.

Our ability to maintain our customer service and execute our business strategy depends on our ability to attract and retain a suitably skilled and qualified labour force. There can be no assurance that we will be able to recruit, train and retain such a labour force in sufficient numbers or of sufficient quality, or that pressure to recruit will not lead to a significant increase in employee costs. In markets where overall employment rates are high, and/or our business is growing quickly, either organically or through acquisitions, we may have difficulties attracting, training and retaining operational personnel of suitable capability. In addition, changes in the global job market may cause, or continue to cause, difficulty in recruiting, training and retaining a suitably skilled and qualified labour force. As a result, we could experience difficulty in responding to customer calls in a timely fashion or delivering our services in a high-quality or timely manner, and could be forced to increase wages to attract, train and retain colleagues, which would result in higher operating costs and reduced profitability. Any of these factors may have a material adverse effect on our business, reputation, results of operations, financial condition and/or prospects.

Moreover, some of our colleagues are members of local trade unions and similar organisations. Industrial action in key operations could result in diminished customer service levels or higher costs and, if prolonged, could damage our reputation and ability to retain existing customers or acquire new customers. Although we believe that all of our operations have good relations with their colleagues and the trade unions that represent those colleagues (where applicable), there can be no assurance that work stoppages or other labour-related developments (including the introduction of new labour regulations in countries where we operate) will not adversely affect our business, reputation, results of operations, financial condition and/or prospects. In addition, potential competition from key colleagues who leave Rentokil Initial could impact our ability to maintain our market share in certain geographic areas.

Cyber security breaches, attacks and other similar incidents, as well as disruptions or failures in our IT systems or data security procedures and those of our third-party service providers, could expose us to liability, limit our ability to effectively monitor, operate and control operations and adversely impact our business, reputation, results of operations, financial condition and/or prospects.

Our business is dependent on effective IT systems and data security procedures. We and our third-party service providers may be subject to significant system or network disruptions from numerous causes, including cyber security breaches, attacks or other similar incidents, facility access issues, new system implementations, human error, fraud, theft, fire, power loss, telecommunications failure or a similar catastrophic event. Moreover, computer viruses, worms, malware, ransomware, phishing, spoofing, malicious or destructive code, social engineering, denial-of-service attacks, and other cyber attacks have become more prevalent and sophisticated in recent years. Because the techniques used by computer hackers and others to access or sabotage networks and computer systems constantly evolve and generally are not recognised until launched against a target, we and our third-party service providers may be unable to anticipate, detect, react to, counter or mitigate against all of these techniques or remediate any resulting incident. Cyber security risk has increased due to increased online and remote activity and we have in the past experienced, and may continue to experience, increases in the number and seriousness of cyber attacks, including distributed denial-of-service attacks and ransomware incidents. In 2024, our organisation encountered seven cyber security incidents, each effectively addressed through our established incident response protocol and none of which had a material impact on our business. All of these incidents were reported to the Board or Audit Committee, who have oversight of the risks from cyber security threats, by management, who are responsible for managing prevention, detection, mitigation and remediation of cyber security incidents. Although such attacks have been detected and mitigated before they were able to have a material impact on the business in the past, it is possible that future cyber attacks could avoid detection or prevention and have a material impact. 6

Table of Contents Any IT system disruptions or breaches may lead to unauthorised release of data (including colleague, customer and supplier personal data that we hold) and inefficient business operations, including poor supply chain management, and have a negative impact on customer service, resulting in a loss of customers, which could have a material adverse effect on our business, reputation, results of operations, financial condition and/or prospects.

We may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate or remediate any cyber security vulnerabilities, breaches, attacks or other similar incidents. Any cyber security incident, attack or other similar incident, or our failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such event, could harm our competitive position, result in violations of applicable data privacy or cyber security laws or regulations, result in a loss of customer confidence in the adequacy of threat mitigation and detection processes and procedures, cause disruption to business activities, divert management attention and other resources or otherwise adversely affect our internal operations and reputation, degrade financial results, cause us to incur significant costs to remedy the damages caused by the incident or defend legal claims, subject us to additional regulatory scrutiny and expose us to civil litigation, fines, damages or injunctions. With respect to cyber security-related legal claims and regulatory scrutiny, we also may incur additional costs related to the diverse set of laws, rules and regulations to which we are subject across multiple jurisdictions.

Inflationary pressures, such as increases in wages, fuel prices and other operating costs, could adversely impact our business, results of operations, financial condition and/or prospects.

In the year ended 31 December 2024, globally high inflation rates have increased our operating costs and expenses. Whilst we have, to date, been able to pass on such cost increases to customers in the form of increased prices, we may not in the future be able to pass these cost increases on fully, or in a timely manner, to customers. Our financial performance may therefore be adversely affected by sudden or material increases in the level of our operating costs and expenses, which can be triggered by inflationary pressures. For example, fuel prices are subject to market volatility, and our fleet has been negatively impacted by significant increases in fuel prices in the past and could be negatively impacted in the future. In addition, we continue to monitor the adverse impacts that the ongoing wars in Ukraine and the Middle East and the associated sanctions against various Russian organisations, companies and individuals are having and may continue to have on the global economy in general and on our business operations, although we have no direct operations in Russia or Ukraine. Such events have increased fuel prices, and a further prolonged war may have further negative consequences such as increased inflation and transportation costs. Fuel price increases have also caused increases in the cost of chemicals and other materials used in our business. Additionally, though not seen to date, there is the potential for international trade tariffs to impact our business and operations. To the extent such costs increase further, we may be prevented, in whole or in part, from passing these cost increases on to our existing and prospective customers, which could have a material adverse impact on our results of operations, financial condition and/or prospects.

Weakening general economic conditions, including changes in the global job market or decreased consumer confidence or spending levels, especially as they may affect demand from our customers, may adversely impact our business, results of operations, financial condition and/or prospects.

Ongoing volatility in the global economic environment has led to, and may continue to lead to, economic challenges such as low gross domestic product growth in regional and national economies, high volatility in commodity prices and exchange rates and efforts made by governments to increase the minimum wage across markets, as well as wide variations in local market prices and cost inflation across the globe. This may be exacerbated by economic uncertainty caused by geopolitical events, political instability and civil unrest in some local markets, and catastrophic business events, including the continuation and/or broadening of the wars in Ukraine and the Middle East. Further economic slowdown or recessions in the markets in which we operate may lead to a reduction in the level of demand from our customers for existing and new services. Low-growth economies with inherent cost inflation may make it difficult for us to maintain profitability if we have weak pricing power in those markets, in particular, in areas of hyperinflation. Furthermore, adverse economic conditions may lead to an increased number of customers not renewing contracts or seeking to reduce prices leading to a reduction in profit margins and cash flows or being unable to pay for existing or additional services leading to an increase in bad debts. Our pricing may be impacted negatively by an increased presence of multinational competitors in the markets in which we operate or an increased reliance on key customer accounts in markets impacted by adverse economic conditions. The entry of multinational competitors may also make it difficult for us to maintain profitability by increasing the cost of acquisitions. Any of these events could have a material adverse effect on our business, reputation, results of operations, financial condition and/or prospects. 7

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We may not successfully implement our business strategies, including achieving our growth objectives.

We may not be able to fully implement our business strategies or realise, in whole or in part within the expected time frames, the anticipated benefits of various growth plans or other initiatives. Our ability to implement our business strategy may be adversely affected by factors that we cannot foresee currently, such as unanticipated costs and expenses, pandemics and other global health crises, technological change, recession and economic slowdown, the level of interest rates, foreign exchange risks, failure to integrate acquisitions, a decline in the effectiveness of our marketing (including digital marketing) activities or disruptions in the supply chain. All of these factors may necessitate changes to our business strategy or adversely affect our business, reputation, results of operations, financial condition and/or prospects. For instance, in September 2024, we issued lower than expected performance information and recalibrated our outlook on our North America Organic revenue growth as a result of lower than expected lead and sales growth, over resourcing of sales and servicing incurring additional overtime expenditure and higher than expected spend on material and consumables.

In addition, we will incur certain costs to achieve efficiency improvements, systems implementations and growth in our business, and we may not meet anticipated implementation timetables or stay within budgeted costs. As these efficiency improvements, system implementations and growth initiatives are implemented, we may not fully achieve expected cost savings and efficiency improvements, system implementations or growth rates, or these initiatives could adversely impact customer retention or our operations. Also, our business strategies may change in light of our ability to implement new business initiatives, competitive pressures, economic uncertainties or developments or other factors.

Our continued growth depends on our ability to retain existing customers and attract new customers.

Our ability to grow is dependent on our ability to retain existing customers and attract new customers. There can be no assurance that our strategy of using new technology and improved sales techniques to attract profitable new clients, up-selling and cross-selling to existing clients and focusing on retaining profitable business when renewing existing customer contracts will be successful. Moreover, failure to maintain consistently high levels of customer service, client management and sales capability, failure to adapt to local business and consumer needs and/or failure to win and retain profitable customers in the face of competition from competitors (including those with lower costs or which are willing to accept lower margins) may have a material adverse effect on our business, results of operations, financial condition and/or prospects. We must be sufficiently agile to develop and deliver products and services that meet local market needs. If we are not able to adapt to local business and consumer needs, our existing customers may choose not to renew contracts, reduce the use of our services across their operations or seek reductions in prices.

We must continue to develop products and services that meet the needs and expectations of our customer base, including to ensure the continued efficacy of our products in the target pest population. Furthermore, as technological developments disrupt the markets in which we operate and change service offerings across our industries, we may need to develop new products and services. In the future, products and services may interact with each other in new ways and enable new capabilities to be offered to consumers, such as systems that are networked and able to be monitored in real time. Our competitors may be earlier to embrace these new technological developments that are disruptive to the market or to develop more effective products, and a delay in our response may lead to adverse effects to our business, reputation, results of operations, financial condition and/or prospects.

Our industries are highly competitive.

We compete with a wide variety of competitors of varying sizes and face competition in many of the markets in which we operate. The growing presence of multinational competitors may increase the cost of acquisitions and/or drive down prices, impacting our profitability. Furthermore, the increased presence of facilities management companies in the markets in which we operate may also drive down prices and adversely impact the quality of our relationships with end customers. The principal methods of competition in our business include quality and speed of customer service, brand awareness and reputation, effective use of technology and systems, customer satisfaction, fairness of contract terms (including price and promotions), professional sales forces and referrals. We may be unable to compete successfully against current or future competitors, and the competitive pressures that we face may result in reduced market share, reduced pricing or an adverse impact on our reputation, business, results of operations, financial condition and/or prospects. 8

Table of Contents Extraordinary events may significantly impact our business if we are unable to ensure business continuity due to a material incident.

The ability to service customers without interruption is essential to our operations. Contingency plans are required to continue or recover operations following a disruption or incident but may not be adequate to enable us to continue or recommence trading without a loss of business. Such incidents may include (a) a significant cyber attack or IT failure which impacts our ability to plan efficient routing, or ability to invoice, and is not recovered quickly, (b) fire, flood or climate event impacting our premises or transportation/supply chain network preventing goods from being available to enable our technicians to service our customers, (c) industrial action by colleagues, or (d) where third parties are engaged for services, the termination of their engagement or business disruption could materially impact the business. Inability to restore or replace critical capacity to an agreed level within an agreed timeframe would prolong the impact of such disruption or incident and could lead to, among other things, negative publicity and reputational damage and could severely affect our business, reputation, results of operations, financial condition and/or prospects.

We have independent, third-party distributors, the loss of which could have an adverse effect on our business, reputation, results of operations, financial condition and/or prospects. Government shutdowns can have a material adverse effect on operations or cash flows by disrupting or delaying new product launches, renewals of registrations for existing products and receipt of import or export licences for raw materials or products.

War (including acts of terrorism or hostilities), natural or man-made disasters (including earthquakes or pandemics), water shortages or severe weather conditions, in particular enhanced by climate change, affecting the food service, hospitality, travel and other industries can cause a downturn in the business of our customers or impact our supply chain, which in turn can have a material adverse effect on our business, results of operations, financial condition or prospects. Hurricanes or other severe weather events impacting the local markets could materially and adversely affect our ability to obtain raw materials at reasonable cost, or at all, and could adversely affect our business. The health and safety of our colleagues in local markets could be harmed by the detrimental effects of natural and man-made disasters, which could have a material adverse effect on our business, reputation, results of operations, financial condition and/or prospects.

ESG matters, including those related to climate change and sustainability, may have an adverse effect on our business, reputation, results of operations, financial condition and/or prospects.

Increased focus and activism related to ESG matters may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment or perception of our ESG practices. Customers, consumers, investors and other stakeholders are increasingly focusing on ESG issues, including climate change, water use, deforestation, plastic waste, human and animal health and welfare, chemical usage and other concerns. Changing customer preferences are resulting in, and may continue to result in, increased demands regarding reducing use of virgin plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of our products and their impact on human and animal health, biodiversity, and environmental sustainability, a growing demand for natural, organic or non-toxic products and ingredients; or increased customer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain products. Certain animal welfare advocacy groups may raise concerns regarding products such as glue boards, snap traps or other products perceived to have animal cruelty issues, and secondary poisoning of predators. These demands, perceptions and preferences could cause us to incur additional costs or to make changes to our operations to comply with such demands and customer preferences, and a delay in our response (or the failure to respond effectively) may lead to adverse effects to our business, results of operations and financial condition, and recruitment and retention of the labour force that we need.

Concern over climate change may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG, such as disclosure requirements, may result in higher compliance costs or input costs of energy and raw materials, which may cause disruptions in the manufacture of our products, and these costs could have a material adverse effect on our results of operations and cash flows. Any failure to achieve our ESG goals or a perception (whether or not valid) of our failure to act responsibly with respect to ESG issues or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation, could adversely affect our business, reputation, results of operation, financial condition and/or prospects. In addition, we may also be adversely impacted as a result of conduct by contractors, customers or suppliers that fail to meet our or our stakeholders’ ESG standards. 9

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Supply chain issues may result in product shortages or disruptions to our business.

We have a complex global network of suppliers that continues to expand to meet increased customer demand and may, in the future, further evolve in response to market conditions. Although the majority of the products we use are generally available from multiple sources, and alternatives have been generally available in the event of disruption in the past, we could experience material disruptions in production and other supply chain issues on specific bespoke products (including as a result of recent global events impacting shipping), which could result in out-of-stock conditions, and our results of operations and relationships with customers could be adversely affected (a) if new or existing suppliers are unable to meet any standards that we set or that are set by government or industry regulations or customers, (b) if we are unable to contract with suppliers at the quantity, quality and price levels needed for our business, or (c) if any of our key suppliers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress.

Our inability to fully or substantially meet customer demand due to supply chain issues could result in, among other things, unmet consumer demand leading to reduced preference for our products or services in the future, customers purchasing products and services from competitors as a result of such shortage of products, strained customer relationships, termination of customer contracts, additional competition and new entrants into the market, and loss of potential sales and revenue, which could adversely affect our business, reputation, results of operations, financial condition and/or prospects.

We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.

Our ability to compete effectively depends in part on our ability to obtain, maintain, protect, defend and enforce our intellectual property and other proprietary rights, including the service marks, trademarks, trade names and other intellectual property rights we own or licence, particularly our brand names, including Rentokil, Initial, Ambius, Terminix, Copesan, Assured, McCloud, Gregory, Ehrlich, Presto-X, Western Exterminator, Florida Pest Control, Bug Out, Steritech, PestConnect, Lumnia, Signature, Eradico, Cannon, Ultraprotect, Calmic, Pestfree365, Entotherm, Terminix, Medentex, Boecker, Radar and Rapid Pro. We have not sought to register or protect all of our intellectual property, including our trademarks, either in the UK, the U.S. or in every jurisdiction in which they are or may be used. Furthermore, because of the differences in foreign trademark, patent and other intellectual property laws, we may not receive the same protection in other countries as we would in the UK or the U.S.

If we are unable to protect our intellectual property and other proprietary rights, including brand names, it could cause a material adverse impact on our business, reputation, results of operations, financial condition and/or prospects. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products, services or activities infringe on their intellectual property rights.

We rely on third parties, including third-party vendors for business process outsourcing initiatives, investment counterparties, and franchisees. Any termination or disruption of such relationships or counterparty default or litigation could have a material adverse effect on our business.

Our strategy to increase profitability, in part, by reducing our costs of operations, and to mitigate and manage our exposure to financial risk, includes the implementation of certain business process outsourcing initiatives and entry into arrangements with investment counterparties, including lenders, insurers and derivative counterparties. As such, we are exposed to counterparty risk. Any disruption, termination or substandard performance of these outsourced services, including possible breaches by third-party vendors of their agreements with us, or the failure of counterparties to discharge all or part of their obligations (including, for example, due to the deterioration of a counterparty’s actual or perceived creditworthiness) could adversely affect our reputation, customer and colleague relationships, results of operations and financial condition. Also, to the extent a third-party outsourcing provider or counterparty relationship is terminated, there is a risk of disputes or litigation and that we may not be able to enter into a similar agreement with an alternate provider in a timely manner or on terms that we consider favourable, and even if we find an alternate provider, or choose to insource such services or activities, there are significant risks associated with such transition.

In addition, to the extent we decide to terminate outsourcing services and insource such services, there is a risk that we may not have the capabilities to perform these services internally, resulting in a disruption to our business, which could adversely impact our business, reputation, results of operations, financial condition and/or prospects. We could incur costs, including personnel and equipment costs, to insource previously outsourced services like these, and these costs could adversely affect our results of operations and cash flows. 10

Table of Contents Third-party distributors, subcontractors, vendors and franchisees are independent third parties that we do not control, and who own, operate and oversee the daily operations of their businesses. If third party distributors, subcontractors, vendors and franchisees do not successfully operate their businesses in a manner consistent with required laws, standards and regulations, we could be subject to claims from regulators or legal claims for the actions or omissions of such third-party distributors, subcontractors, vendors and franchisees. In addition, our relationship with third-party distributors, subcontractors, vendors and franchisees could become strained (including resulting in litigation) and these strains in relationships or claims could have a material adverse impact on our business, reputation, results of operations, financial condition and/or prospects.

We may be required to recognise impairment charges or be subject to asset revaluations or downgrades.

We have significant amounts of goodwill and intangible assets, such as customer lists. In accordance with applicable accounting standards, goodwill and indefinite-lived intangible assets are not amortised and are subject to assessment for impairment by applying a value in use or fair value less cost to sell test annually, or more frequently if there are indicators of impairment, including:

●	observable indications that the asset’s value has declined significantly more than would be expected as a result of the passage of time or normal use;
●	significant changes with an adverse effect on the entity that have taken place, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates, or in the market to which an asset is dedicated;
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●	market interest rates or other market rates of return on investments have increased, and those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease the asset’s recoverable amount materially;
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●	the carrying amount of the net assets of the entity is more than its market capitalisation;
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●	evidence that there is obsolescence or physical damage of the asset;
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●	significant changes with an adverse effect on the entity that have taken, or are expected to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be used. These changes include the asset becoming idle, plans to discontinue or restructure the operation to which an asset belongs, plans to dispose of an asset before the previously expected date, and reassessing the useful life of an asset as finite rather than indefinite; and
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●	indication that the economic performance of an asset is, or will be, worse than expected.
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Based upon future economic and financial market conditions, our operating performance and other factors, including those listed above, we may incur impairment charges in the future, including in relation to the Terminix acquisition in respect of goodwill created and the value at which assets were recognised at completion. It is possible that such impairment, if required, could be material. Any future impairment charges that we are required to record could have a material adverse impact on our business, results of operations, financial condition and/or prospects.

Risks Relating to Legal and Compliance Matters

Government regulations and enforcement, and potential litigation, could have an adverse effect on our financial results.

As a global company, we are subject to many laws and governmental regulations across all of the countries in which we conduct business, including laws and regulations involving marketing, antitrust, anti-bribery, anti-fraud, anti-corruption, consumer protection, product liability, environmental, health and safety, employment laws, intellectual property, data privacy, compliance and other matters, as well as potential litigation, regulatory and administrative actions. If we are unable to comply with all applicable laws and regulations, it could negatively impact our business, results of operations, financial condition, reputation and/or prospects. 11

Table of Contents In addition, new or revised laws or regulations, or changes to the ways existing laws or regulations apply to our business, may alter the environment in which we do business, which could adversely impact our financial results. For example, the Economic Crime and Corporate Transparency Act introduces a new offence in the United Kingdom, effective from 1 September 2025, whereby an organisation can be held criminally liable for the failure to prevent fraud if reasonable internal procedures are not implemented to prevent the fraud.

We may also face increased exposure to potential future claims or litigation given the more litigious nature of the U.S. market, including increased exposure to injunctive relief or damages granted by courts in respect of such claims. Regardless of the outcome of any litigation or claims, we may incur additional costs in defending against such claims. An unfavourable outcome or settlement in any litigation may have an adverse effect on our business, reputation, results of operations, financial condition and/or prospects. Additionally, any loss of Rentokil Initial plc’s status as a “foreign private issuer” would require us to comply with the reporting, disclosure, compliance and governance requirements that are applicable to U.S. domestic issuers and could result in significant additional legal, accounting and other expenses, as well as increased demands on management’s time.

While it is our policy and practice to comply with all legal and regulatory requirements applicable to our business, we cannot provide assurance that our internal control policies and procedures and ethics and compliance program will always protect us from acts committed by our colleagues or agents. A finding that we are in violation of, or out of compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, injunctions, product recalls or withdrawal of licenses to operate, or criminal or civil sanctions, any of which could adversely affect our business, reputation, results of operations, financial condition and/or prospects. Even if a claim is unsuccessful, is without merit or is not fully pursued, the negative publicity surrounding such assertions regarding our products, processes or business practices could adversely affect our reputation and brand image.

Further, new legislation or regulations may result in increased costs to us indirectly to the extent suppliers increase prices of goods and services because of increased compliance costs, excise taxes or the reduced availability of raw materials. The enactment of unduly onerous and restrictive regulation could have a material adverse effect on our business, results of operations, financial condition and/or prospects.

Termite damage claims and lawsuits related thereto could increase our legal expenses and may adversely impact our business, reputation, results of operations, financial condition and/or prospects.

Our business may become subject to a significant number of damage claims related to termite activity in homes/commercial premises, often accompanied by a termite damage warranty/guarantee. Currently, the Terminix business is subject to a significant number of damage claims related to its termite control services and termite damage warranties/guarantees. Damage claims may include circumstances when a customer notifies us that they have experienced damage, and we reach an agreement to remediate that damage (a “Non-litigated Claim”), and circumstances when a customer directly initiates litigation or arbitration proceedings or when we do not reach an agreement with a customer to remediate the damage and that customer initiates litigation or arbitration proceedings (a “Litigated Claim”). Some plaintiffs bringing Litigated Claims may seek to demonstrate a pattern and practice of fraud in connection with Litigated Claims and may seek awards, in addition to repair costs, which include punitive damages and damages for mental anguish. We intend to defend these Litigated Claims vigorously, and we intend to take decisive actions to mitigate any increasing claims costs; however, we cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, and this could result in the costs of termite claims or litigation exceeding our accounting provision for termite claims, nor can we give assurance that lawsuits or other proceedings related to termite damage claims will not materially affect our business, reputation, results of operations, financial condition and/or prospects, even if any such lawsuits are found to be without merit.

Our business may also become subject to state regulator claims related to trade practices, including termite renewal pricing, inspection and treatment practices (a “Regulator Claim”). Terminix had entered into settlements in relation to such claims in the past and we intend to defend any future Regulator Claims. We also intend to take action to mitigate claims costs; however, we cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, nor can we give assurance that lawsuits or other proceedings related to trade practices will not materially affect our business, reputation, results of operations, financial condition and/or prospects. 12

Table of Contents Compliance with, or violation of, health and safety and environmental policies, laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact our business, reputation, results of operations, financial condition and/or prospects.

We have an obligation to ensure that colleagues, customers and other stakeholders remain safe, that the working environment is not detrimental to health and that we are aware of and minimise any adverse impact on the environment. In addition, the pest control, hygiene and textile industries are subject to various laws and regulations regarding safety, health and environmental (“SHE”) matters. Among other things, these laws regarding SHE regulate the emission or discharge of materials into the environment, the use, storage, treatment, disposal, transportation and management of hazardous substances and wastes, the impact of chemicals (including fumigant gases), as well as pesticide and biocide products, on people and the environment, and the protection of the health and safety of our colleagues and the public.

These laws also impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases from former activities at sites or by prior owners or operators of sites we have acquired or that we currently own or operate. These laws and regulations can result in costs associated with transporting and managing hazardous materials and waste disposal and plant site clean-up, fines, penalties, orders requiring corrective action or suspending or otherwise impacting our operations or other sanctions if we are found to be in violation of law, as well as modifications, disruptions or discontinuation of certain operations or types of operations including product recalls and reformulations. Changes in such laws and regulations, including among others, air, water, chemical and product regulations, could impact the sales of some of our products or services. In addition to an increase in costs of manufacturing and delivering products, a change in production regulations or product regulations could result in interruptions to our business and potentially cause economic or consequential losses should we be unable to meet the demands of our customers for products.

Products that we use containing pesticides generally must be registered with the relevant governmental agencies or authorities before they can be sold or applied. The failure to obtain, or the cancellation of, any such registration, or the withdrawal from the marketplace of such pesticides, could have an adverse effect on our business, the severity of which would depend on the products involved, whether other products could be substituted and whether competitors were similarly affected. Most of the pesticides we use are manufactured by independent third parties and are evaluated by the relevant governmental authorities or agencies as part of our ongoing exposure risk assessment. Any of these authorities or agencies may decide that a pesticide we use will be limited or will not be re-registered for use in the relevant jurisdiction. We cannot predict the outcome or the severity of the effect of any particular authority’s or agency’s continuing evaluations. In addition, the use of certain pesticide products is regulated by various international, national, federal, state, provincial and local environmental and public health agencies and bodies. Some of our products or service models may also become subject to bans or restrictions due to animal cruelty concerns, such as permanent rodent baiting. Given our dispersed locations, distributed operations and numerous colleagues and franchise associates, we may be unable to prevent violations of these or other laws and regulations or misuse of products by colleagues or others from occurring. Even if we are able to comply with all such laws and regulations and obtain all necessary registrations and licences, the pesticides or other products we apply or use, or the manner in which we apply or use them, could be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances. The laws and regulations may also apply to third-party vendors who are hired to repair or remediate property and who may fail to comply with SHE laws and regulations and subject us to risk of legal exposure. The costs of compliance or the investigation and remediation of non-compliance, including combating reputational harm or defending civil or criminal proceedings, products liability, personal injury or other lawsuits, could have a material adverse impact on our business, reputation, results of operations, financial condition and/or prospects.

International, national, federal, state, provincial and local agencies and bodies regulate the disposal, handling and storage of waste, discharges from our facilities and the investigation and clean-up of impacted sites. We could incur significant costs, including investigation and remediation costs, fines, penalties and civil or criminal sanctions and claims by third parties for property damage and personal injury, as a result of violations of, or liabilities under, such laws and regulations enforced by these agencies and bodies. Liability under laws and regulations can be imposed on a joint and several basis and without regard to fault or the legality of the underlying conduct. In addition, potentially significant expenditures could be required to comply with SHE laws and regulations, including requirements or changes in expectations that may be adopted or imposed in the future. 13

Table of Contents A violation of SHE laws or regulations relating to our operations or a failure to comply with the instructions of relevant health and safety authorities, environmental agencies or internal policies could lead to, among other things, personal injury, substantial fines or penalties, including withdrawal of licences to operate, and reputational damage. Such violations could, therefore, have an adverse effect on our business, reputation, results of operations, financial condition and/or prospects.

We are required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply, or litigation related to such actual or perceived failure to comply, with these requirements could have a material adverse effect on our business.

We are required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Ensuring that our collection, use, transfer, storage and other processing of personal information complies with such requirements can increase operating costs, impact the development of new products or services, and reduce operational efficiency.

Internationally, virtually every jurisdiction in which we operate has established its own data privacy and security legal framework with which we must comply. The cost of compliance, and the potential for fines and penalties for non-compliance, with applicable data privacy and security laws and regulations may have a significant adverse effect on our business, reputation, results of operations, financial condition and/or prospects.

If we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations and could adversely affect our financial results. In addition, such procedures and controls, which we operate to comply with relevant data privacy and security requirements in the relevant jurisdictions, may not be effective in ensuring compliance or preventing unauthorised transfers of personal data.

While we strive to publish and prominently display privacy policies that are accurate, comprehensive and compliant with applicable laws, rules, regulations and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy and security. Although we endeavour to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so. If our public statements about our use, collection, disclosure and other processing of personal information, whether made through our privacy policies, information provided on our website, press statements or otherwise, are alleged to be deceptive, unfair or misrepresentative of our actual practices, we may be subject to potential government or legal investigation or action.

Our compliance efforts are further complicated by the fact that data privacy and security laws, rules, regulations and standards around the world are evolving rapidly, may be subject to uncertain or inconsistent interpretations and enforcement, and may conflict among various jurisdictions. Any failure or perceived failure by us to comply with our privacy policies, or applicable data privacy and security laws, rules, regulations, standards or contractual obligations, or a security breach or deliberate action by colleagues or third parties that leads to theft or other unauthorised access to, or loss or unlawful destruction, use, modification, acquisition, disclosure, release or transfer of, personal information, including customer, colleague, supplier or our proprietary, sensitive or confidential data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against us, legal liability, governmental investigations, enforcement actions, claims, fines, judgements, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could lead to significant reputational damage, distract management and technical personnel, increase our costs of doing business, adversely affect the demand for our products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, results of operations, financial condition and/or prospects. 14

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Material weaknesses in our internal controls over financial reporting within the meaning of Section 404 of the Sarbanes-Oxley Act could adversely affect our ability to report our financial results accurately or in a timely manner, which may adversely affect our business and reputation.

We are required to comply with certain requirements under the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), including the maintenance of adequate internal control over financial reporting. We are required to evaluate the effectiveness of our internal control over financial reporting and our independent registered public accounting firm is required to audit the effectiveness of our internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act. While we have designed an internal control over financial reporting framework for the purposes of the effectiveness evaluation described above, if such controls fail, we may be subject to sanctions or investigations by regulatory authorities, including the U.S. Securities and Exchange Commission (the “SEC”) and the NYSE.

It should be noted that, prior to 2022, we identified errors to our financial statements, which resulted in a restatement of the relevant periods. In our Annual Report on Form 20-F/A for the year ended 31 December 2022 filed with the SEC on 8 February 2024, we reported disclosure errors to our financial statements resulting in a revision of the relevant periods. The prior restatement and revision each resulted from material weaknesses in our internal control over financial reporting, including a lack of sufficient resources with the appropriate level of technical accounting knowledge, combined with incomplete policies and procedures related to the segregation of duties and control activities required for accurate and timely financial accounting, reporting, and disclosures, and a failure to design and maintain effective IT controls over user access, change management, database management and segregation of duties for information systems that are relevant to the preparation of our financial statements. Additionally, as at 31 December 2023 we reported a material weakness in our internal control over financial reporting relating to the failure to design and maintain effective IT general controls, over user access, change management, database management and segregation of duties for information systems that are relevant to the preparation of our financial statements.

As of 31 December 2024, we had remediated all such material weaknesses and management has concluded that, as of that date, our internal control over financial reporting was effective. However, we may identify new material weaknesses or control deficiencies in the future, and we cannot provide assurance that remediation efforts will be successful or that our internal control over financial reporting will be effective in accomplishing all control objectives. If a material weakness in our internal control over financial reporting is identified and not remediated in a timely manner, we could suffer material misstatements in our consolidated financial statements, fail to meet our reporting obligations or fail to prevent fraud, which may cause investors to lose confidence in our reported financial information, which in turn could have a material and adverse effect on the trading price of ordinary shares in the capital of Rentokil Initial plc, and subject us to potential delisting from the NYSE, regulatory investigations and civil or criminal sanctions. Failure to implement or maintain effective internal control systems required of public companies could also restrict our future access to the capital markets. Furthermore, we may need to incur additional costs and use additional management and other resources as our business and operations further expand or in an effort to remediate any significant control deficiencies that may be identified in the future. 15

Table of Contents Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay and our profitability.

We operate across many different tax jurisdictions and are subject to changing tax laws, regulations and treaties in and between the jurisdictions in which we operate, as well as periodic tax audits which sometimes challenge the basis on which local tax has been calculated and/or withheld. Changes in tax regimes, or in the interpretation thereof, could result in a material impact on our cash tax liabilities and tax charges. For instance, we have a greater presence in the U.S. following the acquisition of Terminix, which means that changes to tax rules in the U.S. could have a more significant impact on our business. Such an impact could also arise from changes in the application of the existing tax rules that apply to us, including UK tax rules. In either case, this could result in a reduction in financial results depending upon the nature of the change. Further, we are subject to periodic tax audits across many different tax jurisdictions and successful challenges by local tax authorities may have an adverse impact on profitability and cash flow. Unanticipated non-compliance with relevant tax legislation and/or reporting requirements may result in material unprovided tax charges relating to prior years which could have a material adverse effect on our financial condition and/or prospects.

Risks Relating to Financial Markets

Adverse credit and financial market events and conditions could, among other things, impede access to, or increase, the cost of financing, which could have a material adverse impact on our business, results of operations, financial condition and/or prospects.

Disruptions in credit or financial markets could make it more difficult for us to obtain, or increase our cost of obtaining, financing for our operations or investments or to refinance our indebtedness, or cause lenders to depart from prior credit industry practice and not give technical or other waivers under applicable agreements governing such indebtedness to the extent we may seek them in the future, thereby causing us to be in default. There is no assurance that we will be able to refinance or extend the maturity of our indebtedness on favourable terms, or at all. Any inability to refinance our indebtedness on favourable terms could have a material adverse effect on our business, results of operations, financial condition and/or prospects.

The agreements and instruments governing our indebtedness contain restrictions and limitations that could impact our ability to operate our business.

As of 31 December 2024, we had aggregate outstanding indebtedness of approximately £3.2 billion. The agreements governing our revolving credit facility maturing October 2029 (the “RCF”), the $700 million term facility maturing October 2025 (the “Term Facility”) and the $50 million bilateral term facility maturing May 2025 contain undertakings that, collectively, among other things, restrict our ability to: (a) transfer or sell assets by way of a Class 1 transaction (as such term was previously defined in the UK Listing Rules), (b) create security over our assets in excess of a certain amount, (c) issue debt instruments at subsidiary level in excess of a certain amount unless certain corporate guarantees are provided, and (d) issue trade instruments in excess of a certain amount. They also contain provisions that, in the event of a ratings downgrade by both S&P and Fitch to BB+ or below, a guarantee will be provided by Rentokil North America, Inc to lenders under the RCF and in respect of Notes issued. The senior unsecured notes issued by Rentokil Initial plc (due May 2026, October 2028 and June 2032) and Rentokil Initial Finance B.V. (due June 2027 and June 2030), in each case pursuant to our Euro Medium Term Note Programme (collectively, the “Notes”) contain no such undertakings. Our ability to comply with the undertakings and restrictions contained in each of the agreements governing the RCF, the Term Facility, the Notes and the instruments governing our other indebtedness may be affected by economic, financial and industry conditions beyond our control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the applicable lenders or noteholders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, we may be unable to borrow under the RCF and/or any such other facility and may not be able to repay the amounts due under such facility or our other outstanding indebtedness. This could have materially adverse consequences to our business, reputation, results of operations, financial condition and/or prospects and could cause us to become bankrupt or insolvent. 16

Table of Contents A lowering or withdrawal of the ratings, outlook or watch assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our credit rating impacts the cost and availability of future borrowings and, accordingly, our cost of capital. Our credit rating reflects each credit rating organisation’s opinion of our financial and business strength, operating performance and ability to meet our debt obligations. Our public indebtedness has investment grade ratings, and any rating, outlook or watch assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgement, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to our business. Any future lowering of their ratings, outlook or watch likely would make it more difficult or more expensive for us to obtain debt financing. If our credit rating declines, we may not be able to sell additional debt securities, borrow money, refinance the transaction facilities (if drawn) or establish alternatives to the transaction facilities in the amounts or at the times or interest rates contemplated thereby (or at all), or upon more favourable terms and conditions that might be available if our current credit rating is maintained. The cost of certain of our existing indebtedness will also increase in the event that our credit rating becomes sub-investment grade.

An increase in interest rates would increase the cost of servicing our debt and could adversely impact our business, results of operations, financial condition and/or prospects.

The Term Facility bears interest at a floating rate. As a result, to the extent we have not hedged against rising interest rates, an increase in the applicable benchmark interest rates would increase the cost of servicing the debt in the future and could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. In addition, if we refinance our indebtedness and interest rates increase between the time an existing financing arrangement was consummated and the time such financing arrangement is refinanced, the cost of servicing debt would increase, which could have a material adverse effect on our business, results of operations, financial condition and/or prospects.

Exchange rate fluctuations may adversely affect our results or the foreign currency value of our ADSs and any dividends.

The Rentokil Initial plc consolidated financial statements are expressed in pounds sterling and are subject to movements in exchange rates on the translation of the financial information of businesses whose operational currencies are other than sterling. We have continued to grow our operations in the U.S. in recent years, accordingly, significant fluctuations in the U.S. dollar exchange rate could significantly affect our reported results. We also earn revenues and incur costs in a range of other currencies, including the euro, and significant fluctuations in these exchange rates could also impact our reported results significantly.

Additionally, our ordinary shares are quoted in pounds sterling on the LSE and our ADSs are quoted in U.S. dollars on the NYSE. Dividends to be paid to holders of our ADSs in respect of our ordinary shares, if any, will be paid in U.S. dollars in accordance with the deposit agreement among Rentokil Initial plc and the depositary and the holders from time to time of ADSs (the “Deposit Agreement”). Fluctuations in the exchange rate between the U.S. dollar and pounds sterling may also affect, among other matters, the value of our ADSs and of any dividends in respect thereof.

ITEM 4. INFORMATION ON THE COMPANY

A.	History and Development of the Company

Rentokil Initial plc was incorporated on 15 March 2005. It is a public limited company domiciled in the UK. The Group has maintained a listing on the London Stock Exchange since 1969 (through Rentokil Initial 1927 plc), with the Company introduced as a new holding company in 2005. The Company is registered in England and Wales under the UK Companies Act 1985 with company registration number 05393279 and its registered office is at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, UK (Tel: +44 (0)1293 858000). From March 2005 until June 2005, the Company was called Rentokil Initial 2005 plc. On 21 June 2005, the Company changed its name to Rentokil Initial plc.

In 1996, we acquired BET plc (British Electric Traction) and the “Initial” brand to become Rentokil Initial. In 2022, we acquired Terminix Global Holdings, Inc. (“Terminix”), the most recognised brand in U.S. termite and pest management services.

Our purpose is to protect people, enhance lives and preserve our planet. We protect people from the dangers of pest-borne disease and the risks of poor hygiene. We enhance lives with services that protect the health and wellbeing of people and the reputation of our customers’ brands. We aim to preserve the planet by developing ever more sustainable solutions and ways of operating. 17

Table of Contents The information (including tabular data) set forth under the following headings of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference:

●	“Strategic Report—100 Years of Rentokil” on pages 6 to 7;
●	“Strategic Report—Our Regions and Business Categories” on pages 32 to 37, excluding:
---	---
o	the column titled “Organic Growth” and the three rows under the heading “Organic Growth”, each in the table on page 33;
---	---
o	the sentence beginning “Full year Revenue was up…” and the sentence beginning “There was an improved end…” on page 33;
---	---
o	the sentence beginning “The post 2026 cost reduction…”, the caption beginning “The post 2026 cost reduction…” and the figure and words below such caption and the paragraph beginning “From 2027, we expect that…” on page 35;
---	---
o	the rows and columns in each of the five tables labelled “Organic Growth” on pages 36 and 37;
---	---
o	the sentence beginning “Revenue grew by…” under the subheading “Europe (incl. LATM)” on page 36;
---	---
o	the sentence beginning “Revenue for the region…” under the subheading “UK & Sub-Saharan Africa” on page 36;
---	---
o	the sentence beginning “Revenue rose by…” under the subheading “Asia & MENAT” on page 37; and
---	---
o	the sentence beginning “Revenue increased by…” under the subheading “Pacific” on page 37;
---	---
●	“Strategic Report—Our Business Categories—Pest Control” on pages 40 to 43, excluding:
---	---
o	the sentence beginning “Our International business…” under the subheading “International Pest Control growth” on page 40;
---	---
o	the row and column labelled “Organic Growth” in the table on page 41; and
---	---
o	the sentences beginning “Overall Revenue was…” and “Organic Revenue Growth in…” under the subheading “Our performance” on page 41;
---	---
●	“Strategic Report—Our Business Categories— Hygiene & Wellbeing” on pages 46 to 47, excluding:
---	---
o	the row and column labelled “Organic Growth” in the table on page 47; and
---	---
o	the sentences beginning “Organic Revenue growth was…” and “In 2024, Organic Revenue growth in…” under the subheading “Our performance” on page 47;
---	---
●	“Strategic Report—Our Business Categories—France Workwear” on page 47, excluding:
---	---
o	the row and column labelled “Organic Growth” in the table on page 47; and
---	---
●	“Other Information—Directors’ Report—Company constitution” on page 235.
---	---

Please also refer to the information set forth under the headings “Financial Statements—Notes to the Consolidated Financial Statements—B1. Business combinations” on pages F-40 to F-42 and “Financial Statements—Notes to the Consolidated Financial Statements—B5. Capital commitments” on page F-49 of this Form.20-F. 18

Table of Contents The SEC maintains a website at https://www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC. Such information is also available on our website at https://www.rentokil-initial.com/investors. The information on our website is not incorporated by reference in this document.

B.	Business Overview

The information (including graphs and tabular data) set forth under the following headings of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference:

●	“Strategic Report—100 Years of Rentokil” on pages 6 to 7;
●	“Strategic Report—Q&A with Andy Ransom, Chief Executive” on pages 8 to 11, excluding:
---	---
o	the sentence beginning “Our North America business…”, the sentence beginning “In 2024, our international business…” and the sentence beginning “This included organic growth…” on page 8;
---	---
●	“Strategic Report—Securing Sustainable Growth” on page 12;
---	---
●	“Strategic Report—Strategic Priority #1—Delivering organic growth in North America” on pages 13 to 17, excluding:
---	---
o	the caption “Organic growth in North America Pest Control” and the figure above such caption on page 13;
---	---
●	“Strategic Report—Strategic Priority #2—Executing the integration of Terminix into our North American operations” on pages 18 to 19, excluding:
---	---
o	the caption “Ambition for organic growth of…”, the figure below such caption and the wording below the figure beginning “North America pest control…” on page 18; and
---	---
o	the caption “North American business…”, the figure below such caption and the wording below the figure beginning “from 2027 post completion…” on page 18;
---	---
●	“Strategic Report—Reasons to Invest” on page 20;
---	---
●	“Strategic Report—Our competitive advantages” on page 21;
---	---
●	“Strategic Report—Our Business Model” on pages 22 to 23, excluding:
---	---
o	the caption beginning “Improvement in emissions…” and the figure above such caption on page 23;
---	---
●	“Strategic Report—Key Performance Indicators—Colleagues” on page 24;
---	---
●	“Strategic Report—Key Performance Indicators—Customers” on page 25;
---	---
●	“Strategic Report—Key Performance Indicators—Shareholders” on page 26, excluding:
---	---
o	the sentences beginning “Revenue at CER increased…”, “Reflecting a strong performance…”, “In North America Organic Revenue Growth…” and “Organic Revenue Growth in all business categories…” under the subheading “Commentary on performance” on page 26;
---	---
●	“Strategic Report—Responsible Business performance for the year” on page 27, excluding:
---	---
o	the caption beginning “Improvement in emissions…” and the figure above such caption;
---	---
●	“Strategic Report—Market Trends and Opportunities” on pages 28 to 31;
---	---

19

Table of Contents

●	“Strategic Report—Our Regions and Business Categories” on pages 32 to 37, excluding:
o	the column titled “Organic Growth” and the three rows under the heading “Organic Growth”, each in the table on page 33;
---	---
o	the sentence beginning “Full year Revenue was up…” and the sentence beginning “There was an improved end…” on page 33;
---	---
o	the sentence and caption beginning “The post 2026 cost reduction…” and the figure and words below such caption and the paragraph beginning “From 2027, we expect that…” on page 35;
---	---
o	the rows and columns in each of the five tables labelled “Organic Growth” on pages 36 and 37;
---	---
o	the sentence beginning “Revenue grew by…” under the subheading “Europe (incl. LATM)” on page 36;
---	---
o	the sentence beginning “Revenue for the region…” under the subheading “UK & Sub-Saharan Africa” on page 36;
---	---
o	the sentence beginning “Revenue rose by…” under the subheading “Asia & MENAT” on page 37; and
---	---
o	the sentence beginning “Revenue increased by…” under the subheading “Pacific” on page 37;
---	---
●	“Strategic Report—Strategic Priority #3—Growing our global Pest Control business through innovation and digital” on pages 38 to 39;
---	---
●	“Strategic Report—Our Business Categories—Pest Control” on pages 40 to 43, excluding:
---	---
o	the sentence beginning “Our International business…” under the subheading “International Pest Control growth” on page 40;
---	---
o	the row and column labelled “Organic Growth” in the table on page 41; and
---	---
o	the sentences beginning “Overall Revenue was…” and “Organic Revenue Growth in…” under the subheading “Our performance” on page 41;
---	---
●	“Strategic Report—Strategic Priority #4—Building our global Hygiene & Wellbeing business” on pages 44 to 45, excluding:
---	---
o	the caption “Annual M&A growth” and the figure above such caption on page 44;
---	---
●	“Strategic Report—Our Business Categories— Hygiene & Wellbeing” on pages 46 to 47, excluding:
---	---
o	the row and column labelled “Organic Growth” in the table on page 47; and
---	---
o	the sentences beginning “Organic Revenue growth was…” and “In 2024, Organic Revenue growth in…” under the subheading “Our performance” on page 47;
---	---

●“Strategic Report—Our Business Categories—France Workwear” on page 47, excluding:

o	the row and column labelled “Organic Growth” in the table on page 47;

●“Strategic Report—Strategic Priority #5—Capital allocation opportunities for value creation” on pages 48 to 49, excluding:

o	the captions “Revenue acquired through…” and “2025 targeted M&A spend” and the figures above such captions on page 48; and
o	the box titled “2024 M&A” on page 49
---	---

20

Table of Contents

●	“Strategic Report—Our Strategic Enablers at a Glance” on pages 50 to 51, excluding:
o	the sentence beginning “We are committed to improving…” and the caption beginning “Improvement in emissions…” and the figure above such caption on page 51;
---	---
●	“Strategic Report—Responsible Business” on pages 63 to 80, excluding:
---	---
o	the caption beginning “Improvement in emissions intensity…” and the figure above such caption on page 63;
---	---
●	“Strategic Report—Risks and Uncertainties—How the business manages uncertainty and risks” on pages 83 to 84;
---	---
●	“Corporate Governance—Our Stakeholders” on pages 110 to 113; and
---	---
●	“Cautionary Statement” on page 242.
---	---

Please also refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—A1. Revenue recognition and operating segments” on pages F-16 to F-21 of this Form 20-F.

C.	Organizational Structure

The information (including tabular data) set forth under the following headings of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference:

●	“Other Information—Directors’ Report—Company constitution” on page 235; and
●	“Other Information—Directors’ Report—Branches” on page 237.
---	---

Please also refer to the information set forth under the heading “Financial Statements—Related Undertakings” on pages F-67 to F-80 of this Form 20-F.

D.	Property, Plants and Equipment

As of 31 December 2024, Rentokil Initial leases executive offices in Crawley, UK and operates 2,026 facilities in 77 countries. The number and location of Rentokil Initial’s owned or leased production, manufacturing, storage and office properties for continuing operations are as follows:

​	​	​	​	​	​	​	​	​	​	​
​		​	****	Europe (incl.	****	​	****	Asia and	****	​
​	​	​	​	Latin	​	​	​	Middle East,	​	​
​	​	​	​	America	​	UK and	​	North Africa	​	​
​	​	North America	​	(LATAM))	​	Sub-Saharan Africa	​	and Turkey (MENAT)	​	Pacific
Total		666		445		109		725		81

​

Please also refer to the information (including tabular data) set forth under the headings “Financial Statements—Notes to the Consolidated Financial Statements—B3. Property, plant and equipment” on pages F-46 to F-47, “Financial Statements—Notes to the Consolidated Financial Statements—B4. Leases” on pages F-47 to F-48 and “Financial Statements—Notes to the Consolidated Financial Statements—B5. Capital commitments” on page F-49, in each case of this Form 20-F.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable. 21

Table of Contents ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

For a discussion of the years ended 31 December 2022 and 2023, including a year-to-year comparison between the years ended 31 December 2022 and 2023, refer to Part I, Item 5 “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended 31 December 2023 filed with the SEC on 27 March 2024.

A.	Operating Results

The information (including graphs and tabular data) set forth under the headings “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—The impact of macroeconomic factors on the Group’s business” on page 221, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key indicators of performance and financial condition” on pages 221 to 222, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain components of results of operations” on page 223, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of operations” on pages 223 to 224, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Revenue by geographical location” on pages 225 to 227, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating expenses by geographic region” on pages 227 to 229 “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS measures” on pages 229 to 233; “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and capital resources” on page 234 and “Cautionary Statement” on page 242, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also see the information above under the heading “Cautionary Note Regarding Forward-Looking Statements”.

B.	Liquidity and Capital Resources

The information (including graphs and tabular data) set forth under the headings “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and capital resources” on page 234, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cash flow activity” on page 234 and “Cautionary Statement” on page 242, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also see the information above under the heading “Cautionary Note Regarding Forward-Looking Statements”.

C.	Research and Development, Patents and Licenses

Our major research and development facilities are based in the UK and the U.S., following the opening of the Rentokil Terminix North America Innovation Centre in March 2024.

The information set forth under the headings “Strategic Report—Strategic Priority #3” on pages 38 to 39, “Strategic Report—Our Business Categories—Pest Control—Rentokil Terminix Innovation Centre” on page 41 and “—Investment in innovation and digital solutions” on pages 42 to 43 in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—B2. Intangible assets” on pages F-42 to F-45 of this Form 20-F.

D.	Trend Information

The information (including graphs and tabular data) set forth under the headings “Strategic Report—Financial Review—Funding” on page 56, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—The impact of macroeconomic factors on the Group’s business” on page 221, “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key indicators of performance and financial condition” on pages 221 to 222 and “Cautionary Statement” on page 242, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference. 22

Table of Contents Please also see the information above under the heading “Cautionary Note Regarding Forward-Looking Statements”.

E.	Critical Accounting Estimates

The information (including tabular data) set forth under the headings “Corporate Governance—Audit Committee Report—Financial reporting” and “—Significant issues and judgements” on page 117 and “Other Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key indicators of performance and financial condition” on pages 221 to 222, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—Material accounting policies—Sources of estimation uncertainty and significant accounting judgements” on pages F-13 to F-15, in each case of this Form 20-F.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

The information (including tabular data) set forth under the headings “Corporate Governance—Chair’s Introduction to Governance—Board composition and effectiveness” on page 93, “Corporate Governance—Board of Directors” on pages 94 to 95, “Corporate Governance— Our Governance” on pages 98 to 109, “Corporate Governance—2024 Directors’ Annual Remuneration Policy—Recruitment—Directors’ service agreements-Executive Directors” on page 151 and “Other Information—Directors’ Report—Re-election of Directors” and “—Directors’ interests” on page 235, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

In addition to the Board of Directors, the Executive Leadership Team (“ELT”) supports the Chief Executive in managing the business, overseeing safety, performance, operational plans and actions, governance and risk management. The Board delegates the execution of the Company’s strategy and the day-to-day management of the business to the Chief Executive. The Chief Executive cascades authority to the ELT through a documented Group Authority Schedule, which the Board reviews annually. The information set forth under the heading “Corporate Governance—Executive Leadership Team” on pages 96 and 97 of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

B.	Compensation

The information (including graphs and tabular data) set forth under the following headings of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference:

●	“Corporate Governance—Directors’ Remuneration Report” on pages 127 to 129;
●	“Corporate Governance—Remuneration at a glance” on pages 130 and 131, excluding:
---	---
o	the caption “Organic Revenue Growth” and the figure thereunder under the subheading “Our performance” on page 130; and
---	---
o	the caption “North America Organic Growth (12.8% of bonus)” and the accompanying graphic, the caption “North America net Synergies (10.2% of bonus)” and the accompanying graphic under the subheading “Bonus” on page 131;
---	---
●	“Corporate Governance—Directors’ Annual Remuneration Report-Introduction” on pages 132 and 133;
---	---
●	“Corporate Governance—Directors’ Annual Remuneration Report-2024” on pages 134 to 144, excluding:
---	---
o	the “Result” column of the chart titled “NA Organic Revenue Growth” and the “Result” column of the chart titled “NA Integration Net Synergies” on page 135; and
---	---

23

Table of Contents

o	the sentences ending “... was organic growth.” and “... was Organic Revenue growth.” in the row titled “Revenue” on page 136;
●	“Corporate Governance—Directors’ Annual Remuneration Report-Looking forward 2025” on pages 145 to 147; and
---	---
●	“Corporate Governance—2024 Directors’ Remuneration Policy” on pages 148 to 153.
---	---

Please also refer to the information set forth under the headings “Financial Statements—Notes to the Consolidated Financial Statements—A9. Employee benefit expense” on pages F-28 to F-30, “Financial Statements—Notes to the Consolidated Financial Statements—A10. Retirement benefit obligations” on pages F-30 to F-33, “Financial Statements—Notes to the Consolidated Financial Statements—A11. Share-based payments” on pages F-33 to F-35, “Financial Statements—Notes to the Consolidated Financial Statements—D4. Related party transactions—Key management personnel” on pages F-65 to F-66 and “Financial Statements—Notes to the Consolidated Financial Statements—D5. Post balance sheet events” on page F-66, in each case of this Form 20-F.

C.	Board Practices

The information (including graphs and tabular data) set forth under the following headings of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference:

●	“Corporate Governance—Chair’s Introduction to Governance” on pages 92 to 93, excluding:
o	the sentence beginning “The International business had…” and the sentence beginning “Our North America business…” on page 92;
---	---
●	“Corporate Governance—Board of Directors” on pages 94 to 95;
---	---
●	“Corporate Governance—Our Governance” on pages 98 to 109;
---	---
●	“Corporate Governance—Audit Committee Report” on pages 114 to 121;
---	---
●	“Corporate Governance—Nomination Committee Report” on pages 122 to 126;
---	---
●	“Corporate Governance—Directors’ Remuneration Report” on pages 127 to 129;
---	---
●	“Corporate Governance—Remuneration at a glance” on pages 130 and 131, excluding:
---	---
o	the caption “Organic Revenue Growth” and the figure thereunder under the subheading “Our performance” on page 130; and
---	---
o	the caption “North America Organic Growth (12.8% of bonus)” and the accompanying graphic, the caption “North America net Synergies (10.2% of bonus)” and the accompanying graphic under the subheading “Bonus” on page 131;
---	---
●	“Corporate Governance—Directors’ Annual Remuneration Report-Introduction” on pages 132 and 133;
---	---
●	“Corporate Governance—Directors’ Annual Remuneration Report-2024” on pages 134 to 144, excluding:
---	---
o	the “Result” column of the chart titled “NA Organic Revenue Growth” and the “Result” column of the chart titled “NA Integration Net Synergies” on page 135; and
---	---
o	the two sentences each ending “... was organic growth.” in the row titled “Revenue” on page 136;
---	---
●	“Corporate Governance—Directors’ Annual Remuneration Report-Looking forward 2025” on pages 145 to 147; and
---	---
●	“Corporate Governance—2024 Directors’ Remuneration Policy” on pages 148 to 153; and
---	---

24

Table of Contents

●	“Other Information—Directors’ Report—Re-election of Directors” on page 235.

Please also see the information above under the heading Item 6A “Directors and Senior Management”.

D.	Employees

The information set forth under the headings “Strategic Report—Our Strategic Enablers at a Glance—Be an Employer of Choice” on page 50, “Corporate Governance—Our Stakeholders—Colleagues” on page 111, “Corporate Governance—Directors’ Annual Remuneration Report - 2024—Remuneration in context—Wider workforce remuneration policy” on page 142, “—Wider workforce engagement” on page 142 and “—Consideration of cost-of-living challenges” on page 142 in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—A9. Employee benefit expense” (including the tabular data) on pages F-28 to F-30 of this Form 20-F.

The following table sets forth the number of Group employees as at 31 December 2024, 2023 and 2022.

​	​	​	​	​	​	​
Colleagues by region as at 31 December	​	2024	****	2023	****	2022
North America	​	22,128		21,965		21,309
Europe (incl. LATAM)	​	15,775		12,959		11,451
UK & Sub-Saharan Africa	​	5,861		5,703		4,889
Asia & MENAT	​	21,894		19,609		18,457
Pacific	​	2,827		2,695		2,486
Total	​	68,485		62,931		58,592

​

E.	Share Ownership

The information (including graphs and tabular data) set forth under the headings “Corporate Governance—Directors’ Remuneration Report—Key decisions in 2024—Performance Share Plan (PSP) vesting” on page 128, “Corporate Governance—Directors’ Remuneration Report—Key decisions in 2024—2024 PSP grant” on page 128, “—Use of discretion” on page 128 and “—Strategic alignment of pay” on page 129, “Corporate Governance—Directors’ Annual Remuneration Report-2024—Performance Share Plan (PSP) and Deferred Bonus Plan (DBP) awards” on pages 137 to 139 and “Corporate Governance—Directors’ Annual Remuneration Report-2024—Directors’ shareholdings and share interests” on pages 140 to 141, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—A11. Share-based payments” on pages F-33 to F-35 of this Form 20-F.

Directors’ Share Interests

The interests of Directors and their connected persons in the ordinary share capital of the Company (including any interests held through ADSs) as at 21 March 2025 are set out below.

​	​	​	​	​
​	****	Number of ordinary shares	****	Percentage of issued ordinary shares
Richard Solomons		84,900		*
Andy Ransom^(1)^		1,764,166		*
Stuart Ingall-Tombs^(2)^		195,408		*
Paul Edgecliffe-Johnson^(3)^	​	—	​	*
Brian Baldwin^(4)^	​	64,600,000	​	2.56%
David Frear^(5)^		16,875		*
Sally Johnson		6,020		*
Sarosh Mistry		1,850		*
John Pettigrew		55,000		*
Cathy Turner		24,736		*
Linda Yueh		1,590		*

25

Table of Contents * Less than 1%

(1)	Andy Ransom has an interest in 4,269,768 vested PSP shares from the 2015, 2016, 2017, 2018, 2019, 2020, 2021 and 2022 awards, which he has not yet exercised. These figures are not included in his beneficial interest of Rentokil Initial ordinary shares figure as at 21 March 2025 above but are included in the share award table below.
(2)	As Stuart Ingall-Tombs stepped down from the Board on 31 December 2024, this table reflects his interest at 31 December 2024.
---	---
(3)	Paul Edgecliffe-Johnson was appointed to the Board on 1 January 2025.
---	---
(4)	Brian Baldwin’s share ownership includes 64,600,000 ordinary shares beneficially owned by Trian Fund Management, L.P. as a connected person. Brian Baldwin disclaims beneficial ownership over such ordinary shares.
---	---
(5)	David Frear’s share ownership of 16,875 shares are held as 3,375 ADSs by his PCA (person closely associated), the David John Frear Revocable Trust.
---	---

ELT Members’ Share Interests

The table below sets out the number of Rentokil Initial ordinary shares held as at 21 March 2025 by each Executive Director. Rentokil Initial ordinary shares owned outright include those held by connected persons.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	****	​	****	​	​	****	​	****	Interest in PSP	​	Interest in PSP	****	​
​	​	​	​	​	​	​	​	​	​	​	and DBP	​	and DBP	​	​
​	​	​	​	​	​	​	​	​	Ordinary	​	awards	​	awards	​	Interest in PSP
​	​	​	​	​	​	Value of		​	shares	​	available to	​	subject to	​	awards subject
​	​	Shareholding	​	Number of	​	shareholding as		​	owned outright	​	exercise	​	holding	​	to performance
​	​	requirement as	​	ordinary shares	​	at 21 March		​	as a % of	​	as at	​	period as at	​	conditions as at
​	****	a % of salary	****	owned outright	****	2025^(1)^		****	salary	****	21 March 2025	****	21 March 2025	****	21 March 2025
Andy Ransom		400	%	1,764,166		£	6,077,552		584	%	3,671,518	​	1,118,380		2,579,671
Stuart Ingall-Tombs^(2)^	​	300	%	195,408	​	£	673,181	​	106	%	—	​	533,127	​	697,637
Paul Edgecliffe-Johnson^(3)^		300	%	—		£	—		—	%	—	​	—		686,245
(1)	The share price is based on the Company’s share price on 21 March 2025 of 344.5p.
---	---
(2)	As Stuart Ingall-Tombs stepped down from the Board on 31 December 2024, this table reflects his interest at 31 December 2024.
---	---
(3)	Paul Edgecliffe-Johnson was appointed to the Board on 1 January 2025.
---	---

The interests of ELT members and their connected persons in the ordinary share capital of the Company (including any interests held through ADSs) as at 21 March 2025 are set out below.

​	​	​	​	​
​	****	Number of ordinary shares	****	Percentage of issued ordinary shares
Gary Booker^(1)^		84,931		*
Rachel Canham		1,571		*
Vanessa Evans		16,530		*
Mark Gillespie		—		*
Chris Hunt		16,285		*
Alain Moffroid		1,046,551		*
John Myers		456,698		*
Brad Paulsen		—		*
Mark Purcell		49,575		*
Fabrice Quinquenel^(2)^	​	237,633	​	*
Andrew Stone		—		*
Brian Webb		11,124		*
Phill Wood		—		*

26

Table of Contents * Less than 1%

(1)	As Gary Booker stepped down on 30 April 2024, this table reflects his interest at 30 April 2024.
(2)	Fabrice Quinquenel was appointed to the ELT on 1 April 2024.
---	---

Total PSP and DBP Awards held by ELT Members

The table below sets out the number of PSP and DBP awards held as at 21 March 2025 by each Director.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	****	​	****	​		​	****	​	****	​	****	Ordinary		​	****	​	****	​		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	shares	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Ordinary	​	Ordinary	​	​	​	available	​	​	​	Ordinary	​	​	​	​
​	​	​	​	​	​	​	​	shares	​	shares	​	Dividend	​	for	​	​	​	shares	​	​	​	​
​	​	​	​	Share price	​	​	​	awarded	​	lapsed	​	equivalent	​	exercise	​	Dividend	​	exercised	​	​	​	​
​	​	​	​	used to	​	​	​	during	​	during	​	ordinary	​	during	​	equivalent	​	during	​	Outstanding	​	​
​	​	​	​	determine	​	Scheme interest	​	1 Jan 2024	​	1 Jan 2024	​	shares	​	1 Jan 2024	​	shares at	​	1 Jan 2024	​	awards	​	Performance
​	​	Date of award	​	award	​	at 1 Jan 2024	​	to 21 March 2025	​	to 21 March 2025	​	at vest	​	to 21 March 2025	​	exercise	​	to 21 March 2025	​	at 21 March 2025	​	period end
2014 PSP^1^					****	****							****	****		****		****	****	****
Andy Ransom		31/03/2014		123.4	p	912,792		—		—		—		912,792		73,723		986,515	​	—		30/03/2017
2015 PSP^1^					****
Andy Ransom		31/03/2015		135.5	p	883,906		—		—		—		883,906		—		—		883,906		30/03/2018
2016 PSP^1^					****
Andy Ransom		12/05/2016		159.4	p	869,324		—		—		—		869,324		—		—		869,324		10/03/2019
2017 PSP^1^					****
Andy Ransom		31/03/2017		246.4	p	562,676		—		—		—		562,676		—		—		562,676		30/03/2020
2018 PSP					****
Andy Ransom		29/03/2018		271.2	p	487,350		—		—		—		487,350		—		—		487,350		28/03/2021
Andy Ransom		14/05/2018		271.2	p	121,837		—		—		—		121,837		—		—		121,837		13/05/2021
2019 PSP ^2,3,6^					****
Andy Ransom		25/03/2019		346.6	p	547,805		—		—		—		547,805		—		—		547,805		24/03/2022
2019 DBP^5^		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		25/03/2019		346.6	p	74,457	​	—	​	—	​	—	​	74,457	​	—	​	—	​	74,457	​	24/03/2022
2020 DBP^5^		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		24/03/2020		358.6	p	124,163	​	—	​	—	​	—	​	124,163	​	—	​	—	​	124,163	​	23/03/2023
2020 PSP		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		08/09/2020		530.2	p	276,011	​	—	​	—	​	—	​	276,011	​	—	​	—	​	276,011	​	07/09/2023
2021 PSP		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		23/03/2021		494.4	p	442,455	​	—	​	227,024	​	8,890	​	224,321	​	—	​	—	​	224,321	​	23/03/2024
Andy Ransom		18/05/2021		468.5	p	140,074	​	—	​	71,872	​	2,814	​	71,016	​	—	​	—	​	71,016	​	18/05/2024
2022 PSP		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		04/03/2022		497.6	p	659,415	​	—	​	444,380	​	10,487	​	225,522	​	—	​	—	​	225,522	​	04/03/2025
2022 DBP^5^		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		22/03/2022		507.2	p	124,211	​	—	​	—	​	—	​	—	​	—	​	—	​	124,211	​	22/03/2025
2023 DBP^5^		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		21/03/2023		561.0	p	114,078	​	114,078	​	—	​	—	​	—	​	—	​	—	​	114,078	​	21/03/2026
2023 PSP		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom		30/03/2023		572.2	p	590,647	​	590,647	​	—	​	—	​	—	​	—	​	—	​	590,647	​	30/03/2026
2024 DBP^5^		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom	​	21/03/2024	​	471.5	p	—	​	83,221	​	—	​	—	​	—	​	—	​	—	​	83,221	​	21/03/2027
2024 PSP	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom	​	26/03/2024	​	463.8	p	—	​	750,556	​	—	​	—	​	—	​	—	​	—	​	750,556	​	26/03/2027
Andy Ransom	​	03/09/2024	​	479.6	p	—	​	87,347	​	—	​	—	​	—	​	—	​	—	​	87,347	​	03/09/2027
2025 PSP	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andy Ransom	​	11/03/2025	​	338.8	p	—	​	1,151,121	​	—	​	—	​	—	​	—	​	—	​	1,151,121	​	11/03/2028

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		​		​		​		​		​		Ordinary shares		​		​		​		​
​	​	​	​	​	​	​	​	Ordinary shares	​	Ordinary shares	​	​	​	available	​	​	​	Ordinary shares	​	​	​	​
​	​	​	​	Share price	​	​	​	awarded	​	lapsed	​	Dividend	​	for exercise	​	Dividend	​	exercised	​	​	​	​
​	​	​	​	used to	​	Scheme	​	during 1 Jan	​	during 1 Jan	​	equivalent	​	during 1 Jan	​	equivalent	​	during 1 Jan	​	Outstanding	​	​
​	​	Date of	​	determine	​	interest at	​	2024 to 21	​	2024 to 21	​	ordinary shares	​	2024 to 21	​	shares at	​	2024 to 21	​	awards at 21	​	Performance
​	​	award	​	award	​	1 Jan 2024	​	March 2025	​	March 2025	​	at vest	​	March 2025	​	exercise	​	March 2025	​	March 2025	​	period end
2025 PSP	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Paul Edgecliffe Johnson		11/03/2025		338.8	p	—		686,245		—		—		—		—		—		686,245		11/03/2028

​ 27

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		​		​		​		​		​		Ordinary shares		​		​		​		​
​	​	​	​	​	​	​	​	Ordinary shares	​	Ordinary shares	​	​	​	available	​	​	​	Ordinary shares	​	​	​	​
​	​	​	​	Share price	​	​	​	awarded	​	lapsed	​	Dividend	​	for exercise	​	Dividend	​	exercised	​	​	​	​
​	​	​	​	used to	​	Scheme	​	during 1 Jan	​	during 1 Jan	​	equivalent	​	during 1 Jan	​	equivalent	​	during 1 Jan	​	Outstanding	​	​
​	​	Date of	​	determine	​	interest at	​	2024 to 31	​	2024 to 31	​	ordinary shares	​	2024 to 31	​	shares at	​	2024 to 31	​	awards at	​	Performance
​	​	award	​	award	​	1 Jan 2024	​	December 2024	​	December 2024	​	at vest	​	December 2024	​	exercise	​	December 2024	​	31 December 2024	​	period end
2020 PSP	​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****
Stuart Ingall-Tombs	​	08/09/2020	​	530.2	p	126,176	​	—	​	—	​	—	​	126,176	​	—	​	—	​	126,176	​	07/09/2023
2021 PSP	****	​	****		​		****		****		****		****		****		****		****		****	​
Stuart Ingall-Tombs		23/03/2021		494.4	p	202,265		—		103,783		4,064		102,546		—		—		102,546		23/03/2024
2022 PSP	****	​	****		​		****		****		****		****		****		****		****		****	​
Stuart Ingall-Tombs		04/03/2022		497.6	p	331,592		—		223,460		5,273		113,405		—		—		113,405		04/03/2025
2022 DBP^5^	****	​	****		​		****		****		****		****		****		****		****		****	​
Stuart Ingall-Tombs		22/03/2022		507.2	p	70,597		—		—		—		—		—		—		70,597		22/03/2025
2023 DBP^5^	****	​	****		​		****		****		****		****		****		****		****		****	​
Stuart Ingall-Tombs		21/03/2023		561.0	p	69,617		—		—		—		—		—		—		69,617		21/03/2026
2023 PSP	****	​	****		​		****		****		****		****		****		****		****		****	​
Stuart Ingall-Tombs		30/03/2023		572.2	p	288,360		—		—		—		—		—		—		288,360		30/03/2026
2024 DBP^5^	****	​	****		​		****		****		****		****		****		****		****		****	​
Stuart Ingall-Tombs		21/03/2024		471.5	p	—		50,786		—		—		—		—		—		50,786		21/03/2027
2024 PSP	****	​	****		​		****		****		****		****		****		****		****		****	​
Stuart Ingall-Tombs		26/03/2024		463.8	p	—		366,429		—		—		—		—		—		366,429		26/03/2027
Stuart Ingall-Tombs		03/09/2024		479.6	p	—		42,848		—		—		—		—		—		42,848		03/09/2027

(1)Shares held by Andy Ransom under the 2015, 2016, 2017, 2018, 2019, 2020, 2021 and 2022 PSP awards are vested but unexercised and total 4,269,768. Stuart Ingall-Tombs holds shares under the 2020, 2021 and 2022 PSP that are vested but unexercised and total 342,127.

(2)PSP awards are entitled to receive dividend equivalents in the form of shares based on dividend payments between the date of grant and vesting. These are included in the total shares at vest. The awards granted prior to 2021 are also entitled to receive dividend equivalents in the form of shares post vesting based on dividend payments between the date of vest and the date one month before exercise. These shares are applied at exercise.

(3)The 2021 PSP award partially vested at 48.7% and the 2022 PSP partially vested at 32.6%

(4)The DBP awards are subject to a three-year holding period, but are not subject to any performance or service conditions.

(5)Andy Ransom exercised his 2014 PSP awards on 13 March 2024. He exercised a total of 986,515 shares, with a share price on exercise of 489.07p, giving a total value on exercise of £4,824,479, which was a gain of £3,607,389 compared with the grant price value of these awards. He sold 464,245 shares at a value of £2,270,483 to cover taxes due.

The table below sets out the number of PSP awards held as at 21 March 2025 by each ELT member.

​	​	​	​	​	​	​	​	​
​		​		Ordinary shares		Ordinary shares		​
​	​	​	​	available for	​	exercised	​	Outstanding
​	​	Scheme interest	​	exercise 1 Jan 2024	​	1 Jan 2024 to	​	awards at
​	​	at 1 Jan 2024	​	to 21 March 2025	​	21 March 2025	​	21 March 2025
Gary Booker^(1)^		367,157		167,114		167,114		—
Rachel Canham^(2)^		298,094		53,366		5,951		517,967
Vanessa Evans^(3)^		480,640		315,060		—		623,564
Mark Gillespie^(4)^		315,432		212,765		—		410,230
Chris Hunt^(5)^		447,359		342,308		13,396		518,520
Alain Moffroid^(6)^		245,530		71,456		71,456		428,937
John Myers^(7)^		412,352		120,146		120,146		253,874
Brad Paulsen^(8)^		430,000		—		—		—
Mark Purcell^(9)^		491,102		381,431		126,166		524,046
Fabrice Quinnquenel^(10)^	​	89,470	​	12,274	​	12,274	​	275,213
Andrew Stone^(11)^		289,789		193,348		23,295		352,029
Brian Webb^(12)^		287,326		194,882		—		359,682
Phill Wood^(13)^		639,828		463,369		—		787,932

(1)As Gary Booker stepped down on 30 April 2024, this table reflects his interest at 30 April 2024.

(2)The expiration date of the awards outstanding on 21 March 2025 by Rachel Canham are as follows: (i) 225,693 on 6 September 2032, (ii) 68,813 on 30 March 2033, (iii) 94,329 on 26 March 2034 and (iv) 129,132 on 11 March 2035. 28

Table of Contents (3)The expiration date of the awards outstanding on 21 March 2025 by Vanessa Evans are as follows: (i) 105,244 on 29 March 2028, (ii) 90,263 on 25 March 2029, (iii) 50,713 on 8 September 2030, (iv) 41,216 on 23 March 2031, (v) 27,624 on 4 March 2032 (vi) 72,350 on 30 March 2033, (vii) 95,954 on 26 March 2034 and (viii) 140,200 on 11 March 2035.

(4)The expiration date of the awards outstanding on 21 March 2025 by Mark Gillespie are as follows: (i) 20,636 on 11 March 2026, (ii) 49,143 on 31 March 2027, (iii) 45,075 on 29 March 2028, (iv) 38,658 on 25 March 2029, (v) 20,048 on 8 September 2030, (vi) 21,726 on 23 March 2031, (vii) 17,479 on 4 March 2032, (viii) 47,906 on 30 March 2033, (ix) 62,874 on 26 March 2034 and (x) 86,685 on 11 March 2035.

(5)The expiration date of the awards outstanding on 21 March 2025 by Chris Hunt are as follows: (i) 75,664 on 11 March 2026, (ii) 48,975 on 31 March 2027, (iii) 16,660 on 4 September 2027, (iv) 71,511 on 29 March 2028, (v) 40,256 on 25 March 2029, (vi) 32,174 on 8 September 2030, (vii) 26,148 on 23 March 2031, (viii) 17,524 on 4 March 2032, (ix) 45,901 on March 2033, (x) 59,292 on 26 March 2034 and (xi) 84,415 on 11 March 2035.

(6)The expiration date of the awards outstanding on 21 March 2025 by Alain Moffroid are as follows: (i) 73,586 on 30 March 2033, (ii) 101,808 on 26 March 2034 and (iii) 253,543 on 11 March 2035.

(7)The expiration date of the awards outstanding on 21 March 2025 by John Myers are as follows: (i) 113,756 on 30 March 2026 and (ii) 140,118 on 26 March 2027.

(8)As Brad Paulsen stepped down on 28 February 2025, this table reflects his interest at 28 February 2025.

(9)The expiration date of the awards outstanding on 21 March 2025 by Mark Purcell are as follows: (i) 54,918 on 11 March 2026, (ii) 40,086 on 31 March 2027, (iii) 36,404 on 29 March 2028, (iv) 57,265 on 25 March 2029, (v) 30,281 on 8 September 2030, (vi) 24,610 on 23 March 2031, (vii) 16,495 on 4 March 2032, (viii) 54,002 on 30 March 2033, (ix) 80,853 on 26 March 2034 and (x) 129,132 on 11 March 2035.

(10) The expiration date of the awards outstanding on 21 March 2025 by Fabrice Quinnquenel are as follows: (i) 19,102 on 6 September 2025, (ii) 32,729 on 30 March 2026, (iii) 96,062 on 26 March 2027 and (iv) 127,320 on 11 March 2028.

(11)The expiration date of the awards outstanding on 21 March 2025 by Andrew Stone are as follows: (i) 20,349 on 11 March 2026, (ii) 26,983 on 31 March 2027, (iii) 27,389 on 29 March 2028, (iv) 21,999 on 25 March 2029, (v) 31,463 on 10 September 2029, (vi) 25,909 on 8 September 2030, (vii) 15,961 on 4 March 2032, (viii) 43,076 on 30 March 2033, (ix) 55,872 on 26 March 2034 and (x) 83,028 on 11 March 2035.

(12)The expiration date of the awards outstanding on 21 March 2025 by Brian Webb are as follows: (i) 859 on 11 March 2026, (ii) 46,976 on 31 March 2027, (iii) 43,079 on 29 March 2028, (iv) 37,222 on 25 March 2029, (v) 28,313 on 8 September 2030, (vi) 23,011 on 23 March 2031, (vii) 15,422 on 4 March 2032, (viii) 40,393 on 30 March 2033, (ix) 51,329 on 26 March 2034 and (x) 73,078 on 11 March 2035.

(13)The expiration date of the awards outstanding on 21 March 2025 by Phill Wood are as follows: (i) 1,639 on 11 March 2026, (ii) 125,974 on 31 March 2027, (iii) 112,158 on 29 March 2028, (iv) 96,192 on 25 March 2029, (v) 54,045 on 8 September 2030, (vi) 43,923 on 23 March 2031, (vii) 29,438 on 4 March 2032, (viii) 77,103 on 30 March 2033, (ix) 99,881 on 26 March 2034 and (x) 147,579 on 11 March 2035.

F.	Disclosure of a registrant’s action to recover erroneously awarded compensation

The Company revised its financial statements contained in the Company’s Annual Report on Form 20-F for the fiscal year ended 31 December 2022 filed with the SEC on 4 April 2023 (the “Original Financial Statements”), and such revised financial statements were filed as part of the Company’s Form 20-F/A on 8 February 2024 (the “Revised Financial Statements”). 29

Table of Contents As required by applicable SEC rules, the NYSE Listed Company Manual and the Company’s SEC Compensation Recoupment Policy (the “SEC Policy”), the Company’s Remuneration Committee considered whether the revision of the Original Financial Statements, which for the purposes of the SEC Policy is a “Financial Restatement”, resulted in any relevant incentive compensation exceeding the amount that would have otherwise been received by executives subject to the SEC Policy if it had been calculated based on the revision. The relevant incentive compensation was “received” for the purposes of the applicable rules and the SEC Policy in the fiscal period ending 31 December 2023, however, as the Company’s audited financial statements for the fiscal period ending 31 December 2023 had not been finalized as of the date of the Annual Report on Form 20-F/A for the year ended 31 December 2022 filed with the SEC on 8 February 2024 (the “2022 Form 20-F/A”), the Remuneration Committee determined the amount of compensation to be awarded in respect of such incentive compensation with consideration given to the Revised Financial Statements.

In addition, as explained in the explanatory note at the top of the 2022 Form 20-F/A, the revision was necessary in order to, among other things, remove references to certain non-IFRS measures from the Original Financial Statements in order to comply with relevant SEC rules, and the amendment did not modify, amend or update the reported IFRS financial statements or the non-IFRS measures upon which such incentive compensation is based. As such, incentive compensation outcomes were not affected. For these reasons, in respect of the revision, the Remuneration Committee concluded that there had not been, and will not be, any erroneously awarded compensation, and therefore no recovery of any compensation was or will be required.

The SEC Policy is included in this Form 20-F as Exhibit 97.1.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

The information (including graphs and tabular data) set forth under the headings “Other Information—Directors’ Report—Share capital” on pages 235 to 236 and “Other Information—Directors’ Report—Major shareholders” on page 236, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Between 1 January 2025 and 21 March 2025, the following persons had disclosed an interest in the issued ordinary share capital of the Company in accordance with the requirements of rules 5.1.2 or 5.1.5 of the UK Listing Authority’s Disclosure Guidance and Transparency Rules (“DTR 5”):

●	GIC Private Limited notified the Company on two occasions, the latter of which was on 10 January 2025 that its interest had increased to 165,940,382 ordinary shares (6.57% of issued share capital)

Janus Henderson Group plc disclosed on a Schedule 13G filed with the US Securities and Exchange Commission on 14 February 2025 that it beneficially owned 134,779,334 ordinary shares (5.3% of issued share capital) as of 31 December 2024.

As of 31 December 2024, the following persons had disclosed an interest in the issued ordinary share capital of the Company in accordance with the requirements of DTR 5:

●	BlackRock, Inc. notified the Company on two occasions, the latter of which was on 11 November 2024 that its interest had decreased to 154,286,083 ordinary shares (6.09% of issued share capital);
●	Janus Henderson Group plc notified the Company on 10 July 2024 that it held 126,574,561 ordinary shares (5.01% of issued share capital). This was Janus Henderson Group plc’s initial notification under DTR 5. Janus Henderson Group plc subsequently notified the Company on two separate occasions, the latter of which was on 09 September 2024 that its interest had increased to 132,128,126 ordinary shares (5.23% of issued share capital). (Janus Henderson Group plc also disclosed on a Schedule 13G filed with the US Securities and Exchange Commission on 14 November 2024 that it beneficially owned 135,517,488 ordinary shares (5.4% of issued share capital) as of 30 September 2024.);
---	---
●	GIC Private Limited notified the Company on two occasions, the latter of which was on 25 June 2024 that its interest had increased to 126,256,312 ordinary shares (5.00% of issued share capital); and
---	---
●	The Capital Group Companies, Inc. notified the Company on 26 April 2024 that its interest had decreased to 119,645,760 ordinary shares (4.73% of issued share capital)
---	---

30

Table of Contents As of 31 December 2023, the following persons had disclosed an interest in the issued ordinary share capital of the Company in accordance with the requirements of DTR 5:

●	GIC Private Limited notified the Company on 3 November 2023 that its interest had increased to 75,807,848 ordinary shares (3.01% of issued share capital);
●	The Capital Group Companies, Inc. notified the Company on 27 April 2023 that its interest had increased to 128,953,806 ordinary shares (5.12% of issued share capital); and
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●	The Goldman Sachs Group, Inc. notified the Company on two occasions, the latter of which was on 31 October 2023, disclosing a holding of 63,099,871 ordinary shares (2.50% of issued share capital).
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As of 31 December 2022, the following persons had disclosed an interest in the issued ordinary share capital of the Company in accordance with the requirements of DTR 5:

●	Ameriprise Financial Inc. notified the Company on 18 October 2022 that its interest had decreased to 122,117,456 ordinary shares (4.87% of issued share capital);
●	BlackRock, Inc. notified the Company on three occasions, the latter of which was on 14 October 2022, disclosing a holding of 219,658,668 ordinary shares (8.73% of issued share capital);
---	---
●	Citigroup Global Markets Limited notified the Company on eight occasions, the latter of which was on 24 October 2022, disclosing a holding of 94,839,249 ordinary shares (3.76% of issued share capital);
---	---
●	FMR LLC notified the Company on five occasions, the latter of which was on 18 October 2022, disclosing a holding of 108,487,628 ordinary shares (4.32% of issued share capital); and
---	---
●	T. Rowe Price International Ltd notified the Company on 28 February 2022 that its interest had decreased to 91,554,981 ordinary shares (4.92% of issued share capital).
---	---

Information provided to the Company pursuant to DTR 5 is published on a Regulatory Information Service and on our website.

As of 31 December 2024, 9,448 record holders with registered addresses in the UK held 2,522,593,023 ordinary shares which represented 99.2% of the Company’s share capital. Some of these shares are held by nominees and so these numbers may not accurately represent the number of ordinary shares beneficially owned in the UK.

B.	Related Party Transactions

The information set forth under the headings “Other Information—Directors’ Report—Related party transactions” on page 237 of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also refer to the information set forth under the headings “Financial Statements—Notes to the Consolidated Financial Statements—B6. Investments in associated undertakings” on pages F-49 and “Financial Statements—Notes to the Consolidated Financial Statements—D4. Related party transactions” on page F-65 to F-66, in each case of this Form 20-F.

C.	Interests of Experts and Counsel

Not applicable. 31

Table of Contents ITEM 8. FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

Please see the information below under the heading Item 18 “Financial Statements”. The information (including graphs and tabular data) set forth under the headings “Strategic Report—Our Business Model—Creating value for all stakeholders—Capital allocation” on page 22, “Strategic Report—Financial Review—Dividend” on page 56, “Other Information—Directors’ Report—Dividend” on page 235 and “Other Information—Additional Shareholder Information—Dividends” on page 239, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—D1. Dividends” on page F-64 of this Form 20-F.

Developments in Legal Proceedings

For information in respect of material legal proceedings in which we are currently involved, please refer to the information (including tabular data) set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—D3. Contingent liabilities” on page F-65 of this Form 20-F.

B.	Significant Changes

Please see the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements— D5. Post balance sheet events” on page F-66 of this Form 20-F.

Since the date of the annual consolidated financial statements included in this Form 20-F, no significant change has occurred.

ITEM 9. THE OFFER AND LISTING

A.	Offer and Listing Details

The information set forth under the headings “Other Information—Directors’ Report—Share capital” on pages 235 to 236, the information set forth in the introductory paragraph under the heading “Other Information—Additional Shareholder Information” on page 239 and “Other Information—Additional Shareholder Information—American Depositary Shares” on page 240, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

The corresponding trading symbol is “RTO” in each of our principal markets for trading in Rentokil Initial plc shares.

B.	Plan of Distribution

Not applicable.

C.	Markets

The information set forth under the heading “Other Information—Directors’ Report—Share capital” on pages 235 to 236 and “Other Information—Additional Shareholder Information—American Depositary Shares” on page 240 in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable. 32

Table of Contents

F.	Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.	Share Capital

Not applicable.

B.	Memorandum and Articles of Association

The information set forth under the heading “Other Information—Directors’ Report—Articles of association”, “—Re-election of Directors”, “—Directors’ powers” and “—General meetings” on page 235 and “Other Information—Directors’ Report—Share capital” on pages 235 to 236, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

C.	Material Contracts

The following is a summary of each contract (not being a contract entered into in the ordinary course of business) that has been entered into by any member of the Group: (a) within the two years immediately preceding this Form 20-F which are, or may be, material to the Group, or (b) at any time which contain obligations or entitlements which are, or may be, material to the Group as at the date of this Form 20-F:

(i)Debt financing in connection with the Terminix acquisition

Overview

On 13 December 2021, Rentokil Initial plc obtained bridge facility commitments in an aggregate principal amount of $2,700 million from Barclays Bank plc. On 25 February 2022, such commitments were terminated and replaced with bridge and term facility commitments having an original aggregate principal amount of $2,700 million consisting of (i) “Facility A”, a bridge facility having an original aggregate principal amount of $2,000 million, which has since been terminated in full as described below, and (ii) “Facility B”, a term facility having an original aggregate principal amount of $700 million (collectively, the “Financing Commitments”) provided by a syndicate of banks. On 25 March 2022, an amendment letter was entered into in respect of the Financing Commitments in order to conform the duration of the Financing Commitments to the end date in the Agreement and Plan of Merger entered into between, among others, Terminix and the Company in respect of the acquisition of Terminix by the Company, as amended (the “Merger Agreement”). On 25 May 2022, an amendment letter was entered into in respect of the Financing Commitments in order to permit the Termination Date of Facility A to be extended to 1 April 2024. On 27 June 2022, Rentokil Initial plc and its subsidiary, Rentokil Initial Finance B.V., issued new notes, comprising (i) senior unsecured notes due 27 June 2027 in an aggregate principal amount of €850 million, (ii) senior unsecured notes due 27 June 2030 in an aggregate principal amount of €600 million, and (iii) senior unsecured notes due 27 June 2032 in an aggregate principal amount of £400 million, in each case pursuant to Rentokil Initial’s Euro Medium Term Note Programme (collectively, the “New Senior Notes”). Following the issuance of the New Senior Notes, on 30 June 2022, Rentokil Initial terminated the Financing Commitments in respect of Facility A. Part of the proceeds of the New Senior Notes have been converted to U.S. dollars using hedging instruments. The proceeds of Facility B and the New Senior Notes were used to pay the merger consideration, certain costs and expenses in connection therewith, for the refinancing of indebtedness of Terminix and its subsidiaries and for general corporate purposes.

Facility B

The Company is the borrower under Facility B. Facility B will mature on the third anniversary of the date of utilisation. Facility B contains standard conditions precedent including, among others, corporate authorisations and confirmations relating to the closing of the transactions.

The interest rate for loans borrowed pursuant to Facility B is a benchmark rate based on the secured overnight financing rate for U.S. dollars plus a margin determined pursuant to a ratings-based pricing grid that ranges between 0.50% per annum and 1.00% per annum. Certain customary commitment, arrangement and agency fees are payable in respect of the Financing Commitments. 33

Table of Contents Facility B is (i) prepayable at the option of the Company without penalty or premium (other than customary breakage payments) upon customary terms, and (ii) required to be prepaid in certain customary circumstances, including in the case of illegality or upon change of control. Facility B does not amortise.

Facility B includes representations and warranties and undertakings that are customary for financings of this type. In particular, the Company is required to comply with customary information undertakings to deliver financial statements, compliance certificates, certain documents distributed to shareholders and information pertaining to certain litigation, defaults, changes in credit rating or relating to the transactions contemplated by the Merger Agreement. The Company is also required to comply with, and ensure that its subsidiaries comply with, general undertakings that restrict the ability of members of the Group, subject to certain enumerated exceptions, to grant security interests, incur indebtedness (in the case of certain members of the Group), make disposals or asset sales, make extensions of credit, become liable with respect to certain trade instruments, change the nature of its business or enter into certain fundamental transactions of amalgamation, merger or reconstruction. There is an undertaking that in the event of a ratings downgrade by both S&P and Fitch to BB+ or below a guarantee will be provided by Rentokil North America, Inc to lenders under the RCF and EMTN Programme. There are no financial performance maintenance covenants. Upon the occurrence of certain events of default, the Company’s obligations under Facility B may, subject to certain limitations during a customary “certain funds” period, be accelerated and the lending commitments terminated. Events of default include failure to pay, failure to comply with undertakings (after expiration of a grace period in the case of a failure capable of cure), inaccuracy of representations in a material respect (after expiration of a grace period in the case of misrepresentations capable of cure), cross-default to certain other financial indebtedness of the Company and its subsidiaries, insolvency events, repudiation by the Company and any event or series or events that has a “material adverse effect” on the ability of the Company to perform its obligations under the facilities or on the validity or enforceability of the documentation in respect thereof.

Facility B is provided by: Banco Santander S.A., London Branch; Bank of America Europe Designated Activity Company; Barclays Bank plc; BNP Paribas; BNP Paribas Fortis SA/NV; HSBC UK Bank plc; ING Bank N.V., London Branch; Mizuho Bank, Ltd; Skandinaviska Enskilda Banken AB (publ); Standard Chartered Bank; Bank of China Limited, London Branch; JPMorgan Chase Bank, N.A., London Branch; The Bank of Nova Scotia, London Branch; United Overseas Bank Limited, London Branch; Fifth Third Bank, National Association; and Wells Fargo Bank, N.A., London Branch.

New Senior Notes

The Company is the issuer of the senior unsecured notes due 27 June 2032 in an aggregate principal amount of £400 million (the “2032 Notes”), and is the guarantor of the senior unsecured notes due 27 June 2027 in an aggregate principal amount of €850 million (the “2027 Notes”), and the senior unsecured notes due 27 June 2030 in an aggregate principal amount of €600 million (the “2030 Notes”), each of which were issued by Rentokil Initial Finance B.V.

The interest rates for the 2027 Notes, the 2030 Notes and the 2032 Notes are 3.875% per annum, 4.375% per annum and 5.000% per annum, respectively. Each of the New Senior Notes have very similar terms, each containing a negative pledge given by the relevant issuer and the Company (as guarantor) that for so long as any of the New Senior Notes remain outstanding, neither the relevant issuer nor the Company (as guarantor) will, and the Company will procure that none of its subsidiaries will, create or permit to subsist any mortgage, lien, pledge or other charge (each a “Security Interest”) upon, or with respect to, any of its present or future business, undertaking, assets or revenues to secure any existing or future relevant indebtedness of any person or any guarantee or indemnity given in respect thereof, unless simultaneously with, or prior to, the creation of such Security Interest, the New Senior Notes, the guarantee and the trust deed relating to the New Senior Notes are secured equally and rateably by such Security Interests. This negative pledge shall not apply with regards to a Security Interest provided by or in respect of a company becoming a subsidiary of the Company after the issue date, or where such Security Interest exists at the time that company becomes a subsidiary of the Company (provided it was not created in contemplation of that company becoming such a subsidiary and the principal amount secured is not subsequently increased).

Each of the New Senior Notes may be repaid early in a number of circumstances and for a number of customary reasons, including (i) if the relevant issuer is obliged to pay additional amounts in respect of the relevant series of New Senior Notes pursuant to their terms as a result of a change in, or amendment to, or in the application or official interpretation of, UK tax law or regulation, (ii) if the relevant issuer or guarantor defaults on its obligations under the relevant series of New Senior Notes or in certain other circumstances described as ‘events of default’ in the terms and conditions of such series, (iii) if the relevant issuer chooses to exercise its right to redeem the relevant series of New Senior Notes, or (iv) if, during the life of the New Senior Notes, another company or person takes over, or otherwise assumes control of, the Company and such change of control had a negative impact on the credit ratings assigned to the New Senior Notes and the noteholder exercises its option to require the relevant issuer to redeem or repay early the relevant series of New Senior Notes. 34

Table of Contents The New Senior Notes were issued without financial covenants.

The proceeds of the New Senior Notes are available to be used by the Company for general corporate purposes.

D.	Exchange Controls

Other than certain economic sanctions which may be in effect from time to time, there are no governmental laws, decrees or regulations in the UK restricting the import or export of capital or affecting the remittance of dividends, interest or other payments to non-resident holders of ordinary shares or ADSs.

Subject to the effect of any such economic sanctions which may be in effect from time to time, there are no limitations under English law or the Company’s Articles of Association on the right of non-resident or foreign owners to be the registered holders of, or to exercise voting rights in relation to, ordinary shares or ADSs.

E.	Taxation

UK Taxation

The following summary contains a description of certain UK tax consequences of the acquisition, ownership and disposal of ordinary shares or ADSs in the Company. It is based on current UK tax law and the current published practice of HM Revenue and Customs (“HMRC”) (which may not be binding on HMRC) as at the date of this Form 20-F which are both subject to change at any time, possibly with retrospective effect. This summary applies to you only if:

●	you are an individual citizen or resident of the U.S. or a corporation created or organised in or under the laws of the U.S. or any of its political subdivisions (or are otherwise subject to US federal income tax on a net income basis in respect of your holding of ordinary shares or ADSs);
●	you are the beneficial owner of ordinary shares or ADSs and hold them as a capital asset and not for the purposes of a trade;
---	---
●	if you are an individual, you are not resident in the UK for UK tax purposes, and do not hold the ordinary shares or ADSs for the purposes of a trade, profession or vocation that you carry on in the UK through a branch or agency or, if you are a corporation, you are not resident in the UK for UK tax purposes and do not hold the ordinary shares or ADSs for the purposes of a trade carried on in the UK through a permanent establishment in the UK; and
---	---
●	you are not domiciled in the UK for inheritance tax purposes.
---	---

In practice, HMRC regard holders of ADSs as the beneficial owners of the ordinary shares represented by those ADSs, although case law has cast some doubt on this. The discussion below assumes that HMRC’s position is followed.

This summary does not constitute legal or tax advice and does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to invest in ordinary shares or ADSs. It does not address the tax treatment of investors that may be subject to special rules (such as rules applicable to charities, dealers in securities, trustees, broker dealers, market makers, insurance companies, collective investment schemes, pension schemes, or persons subject to UK tax on the remittance basis).

If you are in any doubt as to the tax consequences to you of the acquisition, ownership or disposal of ordinary shares or ADSs, you should consult your own tax advisers without delay.

UK Tax Consequences of Owning and Disposing of Ordinary Shares or ADSs in the Company

Taxation of dividends

The Company is not required under English law to withhold tax at source from any dividend payment it makes. A holder of the ordinary shares or ADSs that is not resident in the UK for UK tax purposes and does not carry on a trade, profession or vocation in the UK through a branch or agency (or in the case of a company a permanent establishment) to which the ordinary shares or ADSs are attributable will not generally be liable to pay UK tax on dividends paid by the Company. 35

Table of Contents Taxation of capital gains

A holder of ordinary shares or ADSs that is not resident in the UK for UK tax purposes and does not carry on a trade, profession or vocation in the UK through a branch or agency (or in the case of a company a permanent establishment) to which the ordinary shares or ADSs are attributable will not generally be liable for UK taxation on capital gains or eligible for relief for allowable losses, realised or accrued on the sale or other disposal of ordinary shares or ADSs. A holder of ordinary shares or ADSs who is an individual who has been resident for tax purposes in the UK but who ceases to be so resident or becomes regarded as resident outside the UK for the purposes of any double tax treaty (“Treaty Non-resident”) and continues to not be resident in the UK, or continues to be Treaty Non-resident, for a period of five years or less and who disposes of their ordinary shares or ADSs during that period may also be liable on their return to the UK to UK tax on capital gains, subject to any available exemption or relief, even though they are not resident in the UK, or are Treaty Non-resident, at the time of the disposal.

Inheritance tax

Subject to certain provisions relating to trusts or settlements, an ordinary share or ADS held by an individual holder who is domiciled in the United States for the purposes of the convention between the United States and the United Kingdom relating to estate and gift taxes (the “Convention”) and who is neither domiciled in the UK nor (where certain conditions are met) a UK national (as defined in the Convention), will generally not be subject to UK inheritance tax on the individual’s death (whether held on the date of death or gifted during the individual’s lifetime) provided that any applicable U.S. federal gift or estate tax liability is paid, except where the ordinary share or ADS is part of the business property of a UK permanent establishment or pertains to a UK fixed base of an individual who performs independent personal services. If no relief is given under the Convention, inheritance tax may be charged on death and also on the amount by which the value of an individual’s estate is reduced as a result of any transfer made by way of gift or other gratuitous or undervalue transfer, in general within seven years of death, and in certain other circumstances. In a case where an ordinary share or ADS is subject both to UK inheritance tax and to U.S. federal gift or estate tax, the Convention generally provides for double taxation to be relieved by means of credit relief based on priority rules set forth in the Convention.

Stamp duty and stamp duty reserve tax

The following statements are intended as a general and non-exhaustive guide to the current UK stamp duty and stamp duty reserve tax (“SDRT”) position and apply whether or not the holder of ordinary shares or ADSs is resident in the United States, the United Kingdom or elsewhere. It should be noted that certain categories of person, including market makers, brokers, dealers, persons connected with clearance services and depositary receipt systems and other specified market intermediaries, may not be liable to stamp duty or SDRT or may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for it under the Stamp Duty Reserve Tax Regulations 1986.

Paperless transfers of ordinary shares, such as those occurring within CREST, are generally liable to SDRT, rather than UK stamp duty, at the rate of 0.5% of the amount or value of the consideration. CREST is obliged to collect SDRT on relevant transactions settled within the system. The charge is generally borne by the purchaser. Under the CREST system, no UK stamp duty or SDRT should arise on a transfer of ordinary shares into the system unless such a transfer is made (or deemed to be made) for a consideration in money or money’s worth, in which case a liability to SDRT (usually at a rate of 0.5%) will arise.

UK stamp duty at the rate of 0.5% (rounded up to the next multiple of £5) of the amount or value of the consideration given is generally payable on an instrument transferring ordinary shares. A charge to SDRT will also arise on an unconditional agreement to transfer ordinary shares (at the rate of 0.5% of the amount or value of the consideration payable). However, if within six years of the date of the agreement becoming unconditional an instrument of transfer is executed pursuant to the agreement, and UK stamp duty is paid on that instrument, any SDRT already paid should be refunded (generally, but not necessarily, with interest) provided that a claim for repayment is made, and any outstanding liability to SDRT should be cancelled. An exemption from UK stamp duty is available on an instrument transferring ordinary shares where the amount or value of the consideration is £1,000 or less, and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000. The liability to pay UK stamp duty or SDRT is generally satisfied by the purchaser or transferee.

Transfers of ordinary shares to a connected company of a shareholder (or its nominee) may be subject to stamp duty and/or SDRT based on the market value of the ordinary shares at the time of the transfer, if that is higher than the amount or value of the consideration actually paid for the ordinary shares, subject to any relief which may be available for intragroup transfers. 36

Table of Contents No UK stamp duty should be payable on the transfer of ADSs, provided that no instrument of transfer is entered into (which should not be necessary). An agreement to transfer ADSs should not give rise to a liability to SDRT.

There is, however, a charge to UK stamp duty or SDRT at the rate of 1.5% of the amount or value of the consideration for the transfer or, in some circumstances, the value of the ordinary shares transferred (rounded up to the next multiple of £5 in the case of stamp duty), where ordinary shares are transferred to the depositary in exchange for ADSs evidenced by ADRs (or to a person whose business is or includes the provision of clearance services, or a nominee or agent for such a person). Such 1.5% charge is subject to exceptions, including for (i) transfers which are made in the course of “capital-raising arrangements” (as defined in sections 72ZA and 97AB of the Finance Act 1986), and (ii) transfers which are made in the course of “qualifying listing arrangements” (as defined in sections 72ZB and 97AC of the Finance Act 1986) and which do not affect the beneficial ownership of the ordinary shares in question. Specific professional advice should be sought in any case where the 1.5% UK stamp duty or SDRT charge may be applicable.

A transfer of ordinary shares by the depositary to an ADS holder where there is no transfer of beneficial ownership will not be chargeable to UK stamp duty or SDRT.

United States Federal Income Tax Considerations

The following discussion is a general summary based on present law of certain material U.S. federal income tax considerations relating to the ownership and disposition of ordinary shares or ADSs by a U.S. holder (as defined below). This summary addresses only the U.S. federal income tax considerations for U.S. holders that hold ordinary shares or ADSs as capital assets (generally, property held for investment) and use the U.S. dollar as their functional currency. This summary is for general information purposes only and does not address all U.S. federal income tax considerations that may be relevant to a particular U.S. holder; it is not a substitute for tax advice. In addition, it does not describe all of the U.S. federal income tax considerations that may be relevant to a U.S. holder of ordinary shares or ADSs in light of such U.S. holder’s particular circumstances, nor does it address tax considerations applicable to a holder of ordinary shares or ADSs that may be subject to special rules under the U.S. federal income tax laws, including, banks or other financial institutions, insurance companies, brokers, dealers or traders in securities, currencies, commodities, or notional principal contracts, traders in securities that elect to mark-to-market, tax-exempt entities or organisations, pension funds, “individual retirement accounts”, “Roth IRAs” or other deferred accounts, real estate investment trusts, mutual funds, regulated investment companies, partnerships (including entities or arrangements classified as partnerships for U.S. federal income tax purposes) and other pass-through entities (including S-corporations) and their partners or shareholders, governmental agencies or instrumentalities, certain former citizens or long-term residents of the United States, “controlled foreign corporations”, “passive foreign investment companies”, “personal holding companies”, persons liable for the alternative minimum tax, persons required to accelerate the recognition of any item of gross income as a result of such income being recognised on an “applicable financial statement”, persons that received the ordinary shares or ADSs through the exercise of employee stock options or otherwise as compensation for the performance of services or through a tax-qualified retirement plan, persons that hold ordinary shares of ADSs as part of a hedge, straddle, conversion, constructive sale or other integrated or risk reduction financial transaction, persons that hold their ordinary shares or ADSs in connection with a permanent establishment or fixed base outside the United States or persons that own directly, indirectly, or through attribution 10% or more of the voting power or value of our ordinary shares and ADSs. This summary does not address U.S. federal taxes other than the income tax (such as the Medicare surtax on net investment income, the estate, gift, or alternative minimum tax), any election to apply Section 1400Z-2 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) to gains recognised with respect to ordinary shares or ADSs, or any U.S. state, local, or non-U.S. tax considerations of the ownership and disposition of ordinary shares or ADSs. This discussion assumes that Rentokil Initial will not be treated as a U.S. corporation for U.S. federal income tax purposes and has not otherwise been nor will be subject to Section 7874 of the Code.

For the purposes of this summary, a “U.S. holder” is a beneficial owner of ordinary shares or ADSs that is (or is treated as), for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or any other entity treated as a corporation for U.S. federal income tax purposes, created or organised in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust. 37

Table of Contents If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds ordinary shares or ADSs, the U.S. federal income tax consequences relating to an investment in those ordinary shares or ADSs will depend in part upon the status of the partner and the activities of the partnership. A partnership that holds ADSs should consult its tax advisor regarding the U.S. federal income tax considerations for it and for its partners of owning and disposing of ordinary shares or ADSs in its and their particular circumstances.

In general, a U.S. holder that owns ADSs will be treated as the beneficial owner of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will generally be recognised if a U.S. holder exchanges ADSs for the underlying ordinary shares represented by those ADSs.

This summary does not consider your particular circumstances. Persons owning ordinary shares or ADSs or considering an investment in ordinary shares or ADSs should consult their own tax advisors as to the particular tax consequences applicable to them relating to the ownership and disposition of ordinary shares or ADSs, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

Distributions

Subject to the discussion under “—Passive Foreign Investment Company Considerations” below, the gross amount of distributions paid with respect to our ordinary shares or ADSs including UK tax withheld therefrom, if any (other than pro rata distribution of our ordinary shares or rights to acquire our ordinary shares), generally will be included in a U.S. holder’s gross income as foreign source ordinary dividend income when actually or constructively received to the extent such distribution is paid out of our current and accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will be treated as a non-taxable return of capital and will be applied against and reduce, the U.S. holder’s adjusted tax basis in ordinary shares or ADSs (but not below zero) and distributions in excess of earnings and profits and a U.S. holder’s adjusted tax basis will generally be taxable to the U.S. holder as either long-term or short-term capital gain depending upon whether the U.S. holder has held the ordinary shares or ADSs for more than one year as of the time such distribution is received. However, since we do not calculate our earnings and profits under U.S. federal income tax principles, it is expected that any distribution will be reported as a dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain.

Our dividends will not be eligible for the dividends-received deduction generally allowed to U.S. corporations. Dividends paid to non-corporate U.S. holders that satisfy a minimum holding period (during which they are not protected from the risk of loss) and certain other requirements may qualify for the preferential tax rates applicable to qualified dividend income, provided that we are a “qualified foreign corporation” and we are not a PFIC as to the non-corporate U.S. holder in the taxable year of the dividend or the preceding taxable year. A qualified foreign corporation includes a non-U.S. corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States. A non-U.S. corporation also will be considered to be a qualified foreign corporation with respect to any dividend it pays on shares which are readily tradable on an established securities market in the U.S. Our ADSs are listed on the NYSE, which is an established securities market in the U.S., and we expect our ADSs to be readily tradable on the NYSE. However, there can be no assurance that the ADSs will be considered readily tradable on an established securities market in the U.S. in any taxable year. U.S. holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.

If dividends are subject to UK withholding tax, a U.S. holder may be entitled, subject to generally applicable limitations, to claim a U.S. foreign tax credit for UK withholding tax imposed at the appropriate rate. U.S. holders who do not elect to claim a credit for any foreign income taxes paid or accrued during the taxable year may instead claim a deduction of such taxes. The rules relating to the foreign tax credit are complex. Each U.S. holder should consult its own tax advisors regarding the foreign tax credit rules. 38

Table of Contents In general, the amount of a distribution paid to a U.S. holder in a foreign currency will be the dollar value of the foreign currency calculated by reference to the applicable exchange rate on the day the U.S. holder receives the distribution, regardless of whether the foreign currency is converted into USD at that time. Any foreign currency gain or loss a U.S. holder realises on a subsequent conversion of foreign currency into USD will be U.S. source ordinary income or loss. If dividends received in a foreign currency are converted into USD on the day they are received, a U.S. holder should not be required to recognise foreign currency gain or loss in respect of the dividend.

Sale, Exchange or Other Taxable Disposition of Ordinary Shares or ADSs

Subject to the discussion under “—Passive Foreign Investment Company Considerations” below, a U.S. holder will generally recognise capital gain or loss on the sale, exchange, or other taxable disposition of ordinary shares or ADSs in an amount equal to the difference between the amount realised from such sale or exchange and the U.S. holder’s adjusted basis in the ordinary shares or ADSs, each amount determined in USD. A U.S. holder’s adjusted tax basis in an ordinary share or ADS generally will be equal to the USD cost of such ordinary share or ADS. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for such ordinary share or ADS exceeds one year as of the date of sale or other disposition. Long-term capital gain realised by a non-corporate U.S. holder is generally eligible for preferential reduced tax rates. The deductibility of capital losses for U.S. federal income tax purposes is subject to certain limitations. Any such gain or loss that a U.S. holder recognises generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes.

Passive Foreign Investment Company Considerations

In general, a non-U.S. corporation will be classified as a passive foreign investment company, or PFIC, for any taxable year in which, after applying certain look-through rules with respect to certain dividends, rents, interest or royalties received from its affiliates and taking into account its proportionate share of the income and assets of its 25% or more owned subsidiaries, either: (i) at least 75% of its gross income is “passive income”, or (ii) at least 50% of the average quarterly value of its total gross assets is attributable to cash in excess of working capital requirements or assets that produce “passive income” or are held for the production of “passive income”. Passive income for this purpose generally includes dividends, interest, royalties, rents, gains from commodities and securities transactions, the excess of gains over losses from the disposition of assets which produce passive income. While we are treated as a publicly traded company for these purposes, the value of our assets, including goodwill and other intangibles, will be based on their fair market value, which will depend on the market value of our ordinary shares and ADSs, which are subject to change.

Based on our historic and anticipated operations, the composition of our income and the projected composition and estimated fair market values of our assets, we do not believe that we were a PFIC for our most recent taxable year and do not expect to be classified as a PFIC for the current taxable year or for the foreseeable future. However, our possible status as a PFIC is a factual determination made annually after the close of each taxable year and, therefore, may be subject to change. Accordingly, there can be no assurance that we will not be a PFIC for any year in which a U.S. holder holds ordinary shares or ADSs. The Company does not intend to provide any annual assessments of its PFIC status.

If we were to be classified as a PFIC for any taxable year during which a U.S. holder owns ordinary shares or ADSs, gain recognised on a sale or other disposition (including certain pledges) of such U.S. holder’s ordinary shares or ADSs would be allocated rateably over such U.S. holder’s holding period. Amounts allocated to the taxable year of the sale or disposition and to any year before we became a PFIC would be taxed as ordinary income and the amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge will be imposed on the resulting tax liability for each such year. In addition, to the extent that distributions received by a U.S. holder on its ordinary shares or ADSs in any taxable year exceed 125% of the average of the annual distributions on such holder’s ordinary shares or ADSs received during the preceding three taxable years (or, if shorter, the U.S. holder’s holding period), such excess distributions will be subject to taxation in the same manner. Furthermore, dividends that are not excess distributions would not be eligible for the preferential tax rate applicable to qualified dividend income received by individuals and certain other non-corporate persons. 39

Table of Contents If the Company is a PFIC for any taxable year during which you own ordinary shares or ADSs, the Company will generally continue to be treated as a PFIC with respect to you for all succeeding years during which you own the ordinary shares or ADSs, even if the Company ceases to meet the threshold requirements for PFIC status. Certain elections may be available that will result in alternative treatments (such as mark-to-market treatment) of the ordinary shares. U.S. holders should consult their own tax advisors concerning the Company’s possible PFIC status and the consequences to them if the Company were a PFIC for any taxable year, including whether any of these elections will be available, and, if so, what the consequences of the alternative treatments will be in your particular circumstances.

Backup Withholding and Information Reporting

U.S. holders generally will be subject to information reporting requirements with respect to dividends on ordinary shares or ADSs and on the proceeds from the sale, exchange, or disposition of the ordinary shares or ADSs that are paid within the United States or through U.S.-related financial intermediaries, unless the U.S. holder is a corporation or other “exempt recipient”. In addition, U.S. holders may be subject to backup withholding on such payments, unless the U.S. holder provides a correct taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes an exemption. Backup withholding is not an additional tax, and the amount of any backup withholding will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Foreign Asset Reporting

Certain U.S. holders who are individuals and certain entities controlled by individuals may be required to report information relating to an interest in ordinary shares or ADSs, subject to certain exceptions (including an exception for shares held in accounts maintained by U.S. financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. Investors who fail to report required information could become subject to substantial penalties. U.S. holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of the ordinary shares or ADSs.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN ORDINARY SHARES OR ADSS IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company, at https://www.sec.gov. The address of the SEC’s website is provided solely for information purposes and is not intended to be an active link.

We also make our periodic reports, as well as other information filed with or furnished to the SEC, available through our website, at https://www.rentokil-initial.com/investors, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. The information on our website is not incorporated by reference in this document.

I.	Subsidiary Information

Not applicable.

J.	Annual Report to Security Holders

Not applicable. 40

Table of Contents ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—C1. Financial risk management” on pages F-50 to F-52 of this Form 20-F.

Please also refer to the information above under Item 3 “Key Information—Risk Factors—Risks Relating to Financial Markets”.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.	Debt Securities

Not applicable.

B.	Warrants and Rights

Not applicable.

C.	Other Securities

Not applicable.

D.	American Depositary Shares

Fees and Charges Payable by ADR Holders

The Company’s ADSs are evidenced by American Depositary Receipts (“ADRs”). The Company’s ADR program is administered by The Bank of New York Mellon (“BNY Mellon” or the “Depositary”) as the depositary. Contact details for the Depositary are available under the heading “Other Information—Additional Shareholder Information—American Depositary Shares” on page 240 of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference. 41

Table of Contents The holder of an ADR may have to pay the following fees and charges to BNY Mellon in connection with ownership of the ADR:

Category	Depositary actions	Associated fee or charge
(a) Depositing or substituting the underlying shares	Issuances upon deposits of shares (excluding issuances as a result of stock distributions or the exercise of rights)	Up to $5.00 per 100 ADSs (or portion thereof) issued
(b) Receiving or distributing dividends	Distributions of stock dividends or other free stock distributions, cash dividends or other cash distributions (i.e., sale of rights and other entitlements), distributions of securities other than ADSs or rights to purchase additional ADSs	Up to $0.05 per ADS (or portion thereof)
(c) Selling or exercising rights	The exercise of rights to purchase additional ADSs	Up to $5.00 per 100 ADSs (or portion thereof)
(d) Withdrawing, cancelling or reducing an underlying security	Surrendering ADSs for cancellation and withdrawal of deposited property	Up to $5.00 per 100 ADSs (or portion thereof) surrendered or cancelled (as the case may be)
(e) Transferring, splitting or grouping receipts		Not applicable.
(f) General depositary services, particularly those charged on an annual basis	Depositary services fee	Up to $0.05 per ADS (or portion thereof) per calendar year.
(g) Fees and expenses of the depositary	Fees and expenses incurred by the Depositary or the Depositary’s agents on behalf of holders, including in connection with:<br><br>●<br><br>taxes (including applicable interest and penalties) and other governmental charges;<br><br>●<br><br>registration of shares or other deposited securities on the share register of the Company or Foreign Registrar and applicable to transfers of shares or other deposited securities to or from the name of the Depositary, the Custodian or any nominees upon the making of deposits and withdrawals, respectively;<br><br>●<br><br>cable and facsimile transmission fees and expenses;<br><br>●<br><br>expenses and charges incurred by the Depositary in the conversion of foreign currency into U.S. dollars; and<br><br>●<br><br>the charges payable by the Depositary, the Custodian, or any nominee in connection with the servicing of deposited property (as defined in the Deposit Agreement).	As incurred by the Depositary.

​

Fees and Payments Made by BNY Mellon to Us

The Depositary reimburses the Company for certain expenses it incurs in relation to the ADR programme. The Depositary also pays the standard out-of-pocket maintenance costs for the ADSs, which consist of the expenses for the mailing of annual and interim financial reports, printing and distributing dividend cheques, the electronic filing of U.S. federal tax information, mailing required tax forms, stationery, postage, facsimiles and telephone calls. It also reimburses the Company for certain investor relationship programmes or special investor relations promotional activities. There are limits on the amount of expenses for which the Depositary will reimburse the Company, but the amount of reimbursement is not necessarily tied to the amount of fees the Depositary collects from investors. Under the contractual arrangements with the Depositary, the Company has received or is due to receive approximately $4,264,639 in the year ended 31 December 2024 arising out of fees charged in respect of dividends paid during the year and the cancellation or issuance of ADSs. 42

Table of Contents PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

A.	Disclosure Controls and Procedures

The Group maintains disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed in reports the Group files or submits under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognises that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Group have been detected.

Our management, with the participation of our Chief Executive and Chief Financial Officer, has evaluated the effectiveness of the Group’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act as of the end of the period covered by this Annual Report on Form 20-F. Based on such evaluation, our Chief Executive and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of 31 December 2024.

B.	Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on such assessment, our management has concluded that, as of 31 December 2024, our internal control over financial reporting was effective.

Remediation of previously identified material weaknesses in Internal Control over Financial Reporting

As previously disclosed in our Annual Report on Form 20-F for the fiscal year ended 31 December 2023 filed with the SEC on 27 March 2024, management identified a material weakness in our internal control over financial reporting relating to the failure to design and maintain effective IT general controls over user access, change management, database management and segregation of duties for information systems that are relevant to the preparation of our financial statements. 43

Table of Contents Management, in consultation with the Audit Committee, took steps to remediate the material weakness by successfully implementing a plan to strengthen our internal control over financial reporting, which included: (i) hiring IT personnel with an appropriate level of knowledge and technical experience to design and maintain IT general controls; (ii) designating clear IT General control owners and operators; (iii) refining and enforcing policies and procedures in relation to the design and operation of IT general controls; (iv) continuing to implement the IT general controls framework; and (v) where necessary, identifying, implementing, and documenting IT general controls. Management has determined that these controls were designed and have operated effectively for a sufficient period of time and concluded that this material weakness has been remediated as of 31 December 2024.

C.	Attestation Report of Independent Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of 31 December 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report dated 26 March 2025, which is included under the heading “Financial Statements—Report of Independent Registered Public Accounting Firm” on pages F-2 to F-4 of this Form 20-F.

D.	Changes in Internal Control over Financial Reporting

Changes in our internal control over financial reporting that occurred during the year ended 31 December 2024, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting are described above under “Remediation of previously identified material weaknesses in Internal Control over Financial Reporting”.

ITEM 16. RESERVED

​

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The information set forth under the heading “Corporate Governance—Audit Committee Report—Membership and attendance” on page 115 of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

ITEM 16B. CODE OF ETHICS

Our principal executives, including the Chief Executive Officer, the Chief Financial Officer and all other members of the ELT are subject to the Rentokil Initial Code of Conduct. No waivers or exceptions to the Codes of Conduct were granted in 2024.

The information set forth under the headings “Strategic Report—Responsible Business—Governance Sustainability Statement” on page 80, “Corporate Governance—Our Governance—Policies and practices” on page 109 and “Corporate Governance—Audit Committee Report—Governance and compliance” on page 120 of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees for professional services rendered by PricewaterhouseCoopers LLP (PCAOB ID 876) in 2024 and 2023:

​	​	​	​
​	​	Year ended
​	​	December 31,
​		2024	2023
​	​	( million)
Audit fees^(1)^		11	11
Audit-related fees		—	—
Tax fees		—	—
All other fees		—	—
Total	****	11	11

All values are in British Pounds.

(1)	Audit fees consist of fees payable to the Company’s auditor for the audit of the parent company accounts, consolidated accounts, and accounts of Group subsidiaries.

44

Table of Contents Please also refer to the information set forth under the heading “Financial Statements—Notes to the Consolidated Financial Statements—A8. Auditors’ remuneration” on page F-28 of this Form 20-F.

U.S. law and regulations permit the Audit Committee pre-approval requirement to be waived with respect to engagements for non-audit services aggregating to no more than 5% of the total amount of fees paid by us to our principal accountants, if such engagements were not recognised by us at the time of engagement and were promptly brought to the attention of the Audit Committee or a designated member thereof and approved prior to the completion of the audit. In 2024, no fees paid by us to our principal accountant for non-audit services in each category were subject to such a waiver.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

​	​	​	​	​	​	​	​	​
​		​		​		​		(d) Maximum
​	​	​	​	​	​	​	​	Number (or
​	​	​	​	​	​	​	​	Approximate Dollar
​	​	​	​	​	​	(c) Total Number of	​	Value) of Shares (or
​	​	​	​	​	​	Shares (or Units)	​	Units) that May Yet
​	​	(a) Total number of	​	(b) Average Price	​	Purchased as Part of	​	Be Purchased Under
​	​	Shares (or Units)	​	Paid per Share (or	​	Publicly Announced	​	the Plans or
Period	​	Purchased	​	Unit)	​	Plans or Programs	​	Programs
​	​	​	​	(£)	​	​	​	(£ billion)
Month #1 (Jan 1 - Jan 31)		0		N/A		0		0
Month #2 (Feb 1 - Feb 29)		0		N/A		0		0
Month #3 (Mar 1 - Mar 31)		0		N/A		0		0
Month #4 (Apr 1 - Apr 30)		0		N/A		0		0
Month #5 (May 1 - May 31)		0		N/A		0		0
Month #6 (Jun 1 - Jun 30)		0		N/A		0		0
Month #7 (Jul 1 - Jul 31)		0		N/A		0		0
Month #8 (Aug 1 - Aug 31)		0		N/A		0		0
Month #9 (Sep 1 - Sep 30)		0		N/A		0		0
Month #10 (Oct 1 - Oct 31)		0		N/A		0		0
Month #11 (Nov 1 - Nov 30)		0		N/A		0		0
Month #12 (Dec 1 - Dec 31)		0		N/A		0		0
Total		0		N/A		0		0

​

At the 2024 Annual General Meeting, the Company’s shareholders authorised the Company to repurchase up to 252,000,000 of its own shares and such authority will be valid until the 2025 Annual General Meeting. No purchases of its shares were made by the Company during the year ended 31 December 2024. Authority to make repurchases of the Company’s own shares is normally renewed annually and approval will be sought from shareholders at the 2025 Annual General Meeting to renew such authority for a further year.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable. 45

Table of Contents ITEM 16G. CORPORATE GOVERNANCE

The Company is a public limited company incorporated in England and Wales, admitted to the equity shares (commercial company) category of the Official List of the FCA and to trading on the main market of the London Stock Exchange. As a result, it follows the UK Corporate Governance Code (the “UK Code”) in respect of its corporate governance practices. The 2018 edition of the UK Code came into effect for reporting periods beginning on or after 1 January 2019 and was effective to the Company for the year ended 31 December 2024. The Companies Act 2006 (the “UK Act”) and the UK Listing Rules impose certain requirements that also influence our corporate governance practices. Furthermore, as a result of the listing of the Company’s ADSs on the NYSE and the Company’s registration under the Exchange Act, we follow the applicable U.S. federal securities laws and regulations, as well as the rules of the NYSE, in particular the corporate governance standards under Section 303A of the NYSE Listed Company Manual. We comply with these standards to the extent such provisions are applicable to us as a foreign private issuer.

We are required to disclose any significant ways in which the Company’s corporate governance practices differ from those followed by U.S. companies under the NYSE listing standards under Section 303A of the NYSE Listed Company Manual. In connection with the Company’s compliance obligations under the Sarbanes-Oxley Act, amongst other things, we have reviewed the corporate governance practices required to be followed by U.S. domestic companies under the NYSE listing standards and our corporate governance practices are generally consistent with those standards.

The below summaries of our corporate governance practices include disclosures regarding the significant ways in which they differ from those followed by U.S. domestic companies under the NYSE listing standards.

(i)	Director Independence

Pursuant to our corporate governance framework and procedures, the independence of all Directors is considered upon their appointment and is subsequently reviewed as part of the individual Director performance evaluation process to ensure all non-executive Board members retain the necessary independence of judgement. The Board has determined that all our Non-Executive Directors are independent and have retained their independence of character and judgement. In coming to this conclusion, the Board has taken into account any indicators of potential non-independence as set out in the UK Code, as well as the independence requirements outlined in the NYSE’s listing standards.

(ii)	Committees of the Board

We have a number of board committees that are broadly comparable in purpose and composition to those required by NYSE’s listing standards for U.S. domestic companies. For instance, the Company has a Nomination Committee (rather than a nominating and corporate governance committee) and a Remuneration Committee (rather than a compensation committee). The Company also has an Audit Committee, which the NYSE’s listing standards require for both U.S. domestic companies and foreign private issuers.

Under U.S. securities laws and the NYSE’s listing standards, we are required to have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act and Section 303A.06 of the NYSE Listed Company Manual, which incorporate the rules concerning audit committees implemented by the SEC under the Sarbanes-Oxley Act. Our Audit Committee complies with these requirements. Our Audit Committee does not have direct responsibility for the appointment, reappointment or removal of the external auditors. Instead, our Audit Committee follows the UK Code by making recommendations to the Board on these matters for the Board to put forward for shareholder approval at a general meeting of the Company.

One of the NYSE’s additional requirements for the audit committee states that at least one member of the audit committee is to have ‘accounting or related financial management expertise’. The Board has determined that Sally Johnson, Chair of the Audit Committee, possesses such expertise and also possesses the financial and audit committee experiences set forth in both the UK Code and SEC rules. Sally Johnson has also been designated as an audit committee financial expert as defined in Item 16A of Form 20-F. The Board has also determined that each member of the Audit Committee meets the financial literacy requirements applicable under NYSE listing standards.

Our Nomination Committee does not develop and recommend to the Board a set of corporate governance guidelines applicable to the Company. Instead, our management oversees the development of corporate governance guidelines for recommendation to and approval by the full Board. 46

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(iii)	Shareholder Approval of Equity Compensation Plans

The NYSE listing standards applicable to U.S. domestic companies require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to those plans. The Company complies with UK requirements, which are similar to the NYSE requirement. The Board, however, does not explicitly take into consideration the NYSE’s detailed definition of what are considered ‘material revisions’.

(iv)	Code of Conduct and Ethics

The NYSE listing standards require U.S. domestic companies to adopt and disclose a code of business conduct and ethics for all directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. Our Directors, management, and employees of the Group and all Group companies are bound by a code of conduct. Please also see the information above under the heading Item 16B “Code of Ethics”.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

The Board has adopted a Group wide dealing policy governing the purchase, sale, and other dispositions of the Company’s securities by Directors, senior management and employees of the Company and its subsidiaries, that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any applicable listing standards (the “Group Wide Dealing Policy”). In addition, Directors and certain employees of the Company and its subsidiaries are bound by a dealing code that governs the treatment of inside information and material non-public information (the “Dealing Code”).

The Company’s Group Wide Dealing Policy and Dealing Code are included in this Form 20-F as Exhibits 11.1 and 11.2, respectively.

The information set forth under the heading “Corporate Governance—Our Governance—Policies and practices” on page 109 of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

ITEM 16K. CYBER SECURITY

The Board oversees the Group’s risk management and internal control framework, including consideration of the risks posed from cyber security threats.

Management provides an in-depth annual update to the Board on the Group’s IT security arrangements, including details of our cyber security operations and performance, and the status of this risk.

To protect the Group from potential cyber security threats, we have employed complementary processes for assessing, identifying, and managing the risk, with our information systems being protected by a multi-layered set of technology and processes (implemented and monitored by cyber security professionals), and consistent with the US National Institute of Standards and Technology Cybersecurity Framework. This is periodically assessed via recurring independent third-party assessments, internal audits, and penetration testing. The Group has also adopted cyber security incident response plans, to ensure the appropriate escalation of potential threats in a timely manner, and we use our e-learning platform for cyber security training, along with regular phishing simulations, to assess the effectiveness of our training and to test user awareness of current threats. The Group has not experienced previous cyber security incidents that have materially impacted the business or business strategy. 47

Table of Contents In addition to the annual presentation to the Board, the outputs of these security activities are summarised and reviewed by the Group Risk Committee and discussed at the IT leadership team meetings. The Audit Committee would also be notified of any control incidents. Third-party partners are subject to appropriate controls as specified on Rentokil Initial third-party risk management and procurement processes, and enforced via service agreement and contract terms and conditions.

Management reviews cyber security risks through updates received from the Group Chief Information Security Officer (CISO), IT Risk Committee, and Internal Audit. These updates include details of the actions being taken to prevent, detect, mitigate, and remediate the risk of cyber security threats. Management also considers recommendations from the Group CISO, including any corrective actions required to address exposed risk to information systems from cyber security threats.

The Group’s CISO, who reports to the Chief Information Officer, has more than 20 years of cyber security expertise, across a range of diverse industries, and leads our Information Security team. The Information Security team is supported by an external third party that provides uninterrupted security monitoring.

In addition, the information set forth under the headings “Strategic Report—Risks and Uncertainties—Failure to ensure business continuity in a case of material incident” on page 87 and “Corporate Governance—Audit Committee Report—Risk management and internal control—Risk and internal controls” on pages 120 to 121, in each case of the Annual Report 2024 included as exhibit 15.1 to this Form 20-F is incorporated by reference.

Please also see the information above under Item 3 “Key Information—Risk Factors—Cyber security breaches, attacks and other similar incidents, as well as disruptions or failures in our IT systems or data security procedures and those of our third-party service providers, could expose us to liability, limit our ability to effectively monitor, operate and control operations and adversely impact our business, reputation, results of operations, financial condition and/or prospects” as well as “—Extraordinary events may significantly impact our business if we are unable to ensure business continuity due to a material incident.”

​ 48

Table of Contents PART III

ITEM 17. FINANCIAL STATEMENTS

The Company has responded to Item 18 in lieu of this item.

ITEM 18. FINANCIAL STATEMENTS

Please refer to the information (including tabular data) set forth under the heading “Consolidated Financial Statements” on pages F-1 to F-80 of this Form 20-F.

In accordance with Rule 405(a)(3) under Regulation S-T, this information (including tabular data) is reproduced under Item 8 herein tagged with Inline XBRL formatting.

ITEM 19. EXHIBITS^(1)^

1.1		Rentokil Initial plc Articles of Association adopted by special resolution passed on 10 May 2023 (incorporated into this Form 20-F by reference to Exhibit 1.1 of Rentokil Initial’s Form 20-F filed 27 March 2024 (File No. 001-41524)).
2.1		Amended and Restated Deposit Agreement, dated as of 26 November 2018, by and among Rentokil Initial plc, The Bank of New York Mellon, as depositary bank, and all beneficial owners and holders from time to time of American Depositary Shares issued thereunder (incorporated into this Form 20-F by reference to Exhibit 4.1 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).
2.2	​	Description of the registrant’s securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934.
4.1		Agreement and Plan of Merger between Terminix Global Holdings, Inc., Rentokil Initial plc, Rentokil Initial US Holdings, Inc., Leto Holdings I, Inc. and Leto Holdings II, LLC (incorporated into this Form 20-F by reference to Exhibit 2.1 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).
4.2	​	Bridge and Term Facilities Agreement dated 25 February 2022 between Rentokil Initial plc, as Borrower, The Financial Institutions identified therein, as Arrangers, The Financial Institutions identified therein, as Original Lenders, Barclays Bank PLC, as Documentation Agent, and Skandinaviska Enskilda Banken AB (publ), as Agent (incorporated into this Form 20-F by reference to Exhibit 10.3 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).
4.3	​	Amendment Letter dated 25 March 2022 between Rentokil Initial plc, as Borrower, and Skandinaviska Enskilda Banken AB (publ), as Agent (incorporated into this Form 20-F by reference to Exhibit 10.4 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).
4.4	​	Amendment Letter dated 25 May 2022 between Rentokil Initial plc, as Borrower, and Skandinaviska Enskilda Banken AB (publ), as Agent (incorporated into this Form 20-F by reference to Exhibit 10.5 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).
4.5	​	Amendment Letter dated 18 July 2022 between Rentokil Initial plc, as Borrower, and Skandinaviska Enskilda Banken AB (publ), as Agent (incorporated into this Form 20-F by reference to Exhibit 10.6 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).
4.6	​	Third Amendment and Restatement Agreement dated 8 September 2021 between Rentokil Initial plc, as Borrower, The Financial Institutions listed in Schedule 1, as Lenders, and Skandinaviska Enskilda Banken AB (publ), as Agent(incorporated into this Form 20-F by reference to Exhibit 10.1 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).

49

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4.7	​	Fourth Amendment and Restatement Agreement dated 25 February 2022 between Rentokil Initial plc, as Borrower, The Financial Institutions listed in Schedule 1, as Lenders, and Skandinaviska Enskilda Banken AB (publ), as Agent(incorporated into this Form 20-F by reference to Exhibit 10.2 of Rentokil Initial’s Form F-4/A filed 2 September 2022 (File No. 333-265455)).
8.1		Refer to “Related Undertakings” on pages F-67 to F-80 of this Form 20-F for more information on our subsidiaries and other associated undertakings.
11.1	​	Rentokil Initial plc Group Wide Dealing Policy dated January 2025.
11.2	​	Rentokil Initial plc Dealing Code dated December 2024.
12.1		Certification of Andy Ransom filed pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
12.2		Certification of Paul Edgecliffe-Johnson filed pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
13.1		Certification of Andy Ransom and Paul Edgecliffe-Johnson furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. 1350.
15.1		Annual Report 2024^(2)^
15.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
97.1	​	Rentokil Initial plc SEC Compensation Recoupment Policy dated 27 September 2023 (incorporated into this Form 20-F by reference to Exhibit 97.1 of Rentokil Initial’s Form 20-F filed 27 March 2024 (File No. 001-41524)).
101.INS	​	XBRL Instance Document.
101.SCH	​	XBRL Taxonomy Extension Schema.
101.CAL	​	XBRL Taxonomy Extension Scheme Calculation Linkbase.
101.DEF	​	XBRL Taxonomy Extension Scheme Definition Linkbase.
101.LAB	​	XBRL Taxonomy Extension Scheme Label Linkbase.
101.PRE	​	XBRL Taxonomy Extension Scheme Presentation Linkbase.
104.Cover	​	Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
(1)	Exhibits other than those listed above are omitted when in the opinion of the registrant they are either not applicable or not material. Other Exhibits previously filed have been omitted when in the opinion of the registrant such Exhibits are no longer material.
---	---
(2)	Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F. With the exception of the items and pages so specified, the Annual Report 2024 is not deemed to be filed as part of this annual report on Form 20-F.
---	---

​

​ 50

Table of Contents SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	Rentokil Initial plc
​	​
​	​
	By:	/s/ Paul Edgecliffe-Johnson
		Name:	Paul Edgecliffe-Johnson
		Title:	Chief Financial Officer

​

London, England

26 March 2025

​

​

​ 51

Table of Contents ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP	F-2
Consolidated Statement of Profit or Loss and Other Comprehensive Income	F-5
Consolidated Balance Sheet	F-6
Consolidated Statement of Changes in Equity	F-7
Consolidated Cash Flow Statement	F-9
Notes to the Financial Statements	F-10

​

​

​ F-1

Table of Contents Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Rentokil Initial plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Rentokil Initial plc and its subsidiaries (the “Group”) as of 31 December 2024 and 2023, and the related consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for each of the three years in the period ended 31 December 2024, including the related notes (collectively referred to as the “consolidated financial statements”).  We also have audited the Group’s internal control over financial reporting as of 31 December 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of 31 December 2024 and 2023 , and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2024 in conformity with  International Financial Reporting Standards as issued by the International Accounting Standards Board and  UK-adopted International Accounting Standards.  Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2024 based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 15B.  Our responsibility is to express opinions on the Group’s consolidated financial statements and on the Group’s internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions. F-2

Table of Contents

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.^^

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment assessment of goodwill

As described in the material accounting policies and Note B2 to the consolidated financial statements, the Group recorded £5,157 million of goodwill at 31 December 2024. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs) identified according to country of operation and reportable business unit. The recoverable amount of a CGU is determined based on the higher of value-in-use calculations using cash flow projections, and fair value less costs to sell. Management’s value-in-use model uses the following assumptions about the future: revenue growth rate, operating profit margin, discount rate and long-term growth rates (LTGR). The cash flow projections in year one are based on financial budgets approved by management, which are prepared as part of the Group’s normal planning process. Cash flows for years two to five use management’s expectation of revenue growth and operating profit margin, based on past experience and expectations regarding future performance and profitability for each CGU. Cash flows beyond the five-year period are extrapolated using estimated LTGR.

The principal considerations for our determination that performing procedures relating to the impairment assessment of goodwill is a critical audit matter are: (i) the judgements by management when developing the recoverable amount of the CGUs; (ii) a high degree of auditor judgement, subjectivity, complexity and effort in performing procedures and evaluating management’s assumptions related to revenue growth rate, operating profit margin, discount rate and LTGR; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge. F-3

Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for developing the recoverable amount of the CGUs; (ii) evaluating the appropriateness of the recoverable amount calculation; (iii) testing the completeness and accuracy of underlying data used in the calculation; and (iv) evaluating the reasonableness of the assumptions used by management relating to revenue growth rate, operating profit margin, discount rate and LTGR. Evaluating management’s assumptions involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the CGU; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialised skill and knowledge were used to assist in the evaluation of the LTGR and discount rate assumptions.

Valuation of termite damage claim provisions

As described in the material accounting policies and Note A6 to the consolidated financial statements, the Group holds provisions for termite damage claims covered by contractual warranties. With the acquisition of Terminix in 2022, the Group assumed a liability for termite damage claims, based on termite customers existing at the acquisition date, for which a provision has been estimated. The liability arises when a termite infestation occurs, resulting in damage to a property under a termite contract, that is subsequently remediated by the Group. Termite damage claim provisions are subject to significant assumptions and estimation uncertainty. The assumptions included in valuing termite provisions are based on an estimate of the volume and value of future claims (based on historical and forecast information), customer churn rates and discount rates. The provision amounted to £197 million at 31 December 2024.

The principal considerations for our determination that performing procedures relating to the valuation of termite damage claim provisions is a critical audit matter are: (i) significant judgement by management in valuing the provisions; (ii) a high degree of auditor judgement, subjectivity, complexity and effort in performing procedures to evaluate management’s significant assumptions related to the volume and value of future claims; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for valuing the provision; (ii) evaluating the appropriateness of the valuation methodology; (iii) testing the completeness and accuracy of data used by management; and (iv) evaluating the reasonableness of significant assumptions related to the volume and value of future claims. Evaluating management’s assumptions related to the volume and value of future claims involved evaluating whether the assumptions were reasonable considering (i) the historical trend; (ii) consistency of assumptions used in the current year versus the prior year; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialised skill and knowledge were used to assist in evaluating the mathematical integrity of the valuation.

/s/PricewaterhouseCoopers LLP

London, United Kingdom

26 March 2025

​

We have served as the Group’s auditor since 2021.

​

​ F-4

Table of Contents Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 December

​	​	​	​	​	​	​	​
​	​	​	​	2024	2023	2022	​
​	****	Notes	****	m	m	£m	​
Revenue		A1	****	5,436	5,375	3,714	​
Operating expenses		A7	****	(4,831)	(4,711)	(3,373)	​
Net impairment losses on financial assets	​	​	​	(56)	(39)	(24)	​
Operating profit		A1	****	549	625	317	​
Finance income		C9	****	46	48	49	​
Finance cost		C8	****	(197)	(189)	(79)	​
Share of profit from associates net of tax		B6	****	7	9	9	​
Profit before income tax	​	​	****	405	493	296	​
Income tax expense		A12	****	(98)	(112)	(64)	​
Profit for the year	​	​	****	307	381	232	​
Profit for the year attributable to:	​	​	​	​	​	​	​
Equity holders of the Company	​	​	​	307	381	232	​
Non-controlling interests	​	​	****	—	—	—	​
Other comprehensive income:	​	​					​
Items that are not reclassified subsequently to the income statement:	​	​		​	​	​	​
Remeasurement of net defined benefit liability		A10	****	—	—	2	​
​	​	​	​	​	​	​	​
Items that may be reclassified subsequently to the income statement:	​	​					​
Net exchange adjustments offset in reserves	​	​	****	46	(352)	(232)	​
Net (loss)/gain on net investment hedge	​	​	****	(17)	109	(68)	​
Effective portion of changes in fair value of cash flow hedge	​	​	****	27	3	(6)	​
Cost of hedging	​	​	****	(5)	9	(2)	​
Tax related to items taken to other comprehensive income	​	A12, A14	​	(6)	6	11	​
Other comprehensive income for the year	​	​	****	45	(225)	(295)	​
Total comprehensive income for the year	​	​	****	352	156	(63)	​
Total comprehensive income for the year attributable to:	​	​		​	​	​	​
Equity holders of the Company	​	​	****	352	156	(63)	​
Non-controlling interests	​	​	****	—	—	—	​
​	​	​	****	​	​	​	​
Earnings per share attributable to the Company’s equity holders:	​	​		​	​	​	​
Basic		A2	****	12.17	15.14	11.57	p
Diluted		A2	****	12.14	15.07	11.51	p

All values are in British Pounds.

​

All profit is from continuing operations.

​ F-5

Table of Contents Consolidated Balance Sheet

At 31 December

​

​	​	​	​	​	​
​	​	​	​	2024	2023
​	****	Notes	****	m	£m
Assets	​	​	​	​	​
Non-current assets
Intangible assets		B2	****	7,108	7,042
Property, plant and equipment		B3	****	502	499
Right-of-use assets		B4	****	461	452
Investments in associated undertakings		B6	****	37	44
Other investments		C4	****	21	21
Deferred tax assets		A14	****	34	43
Contract costs		A1	****	238	224
Retirement benefit assets		A10	****	3	3
Trade and other receivables		A3	****	57	45
Derivative financial instruments		C6	****	6	57
​	​	​	****	8,467	8,430
Current assets
Other investments		C4	****	2	1
Inventories		A4	****	229	207
Trade and other receivables		A3	****	909	880
Current tax assets	****	****	****	22	33
Derivative financial instruments		C6	****	—	14
Cash and cash equivalents		C3	****	925	1,562
​	​	​	****	2,087	2,697
Liabilities
Current liabilities
Trade and other payables		A5	****	(1,118)	(1,144)
Current tax liabilities	****	****	****	(43)	(48)
Provisions for liabilities and charges		A6	****	(115)	(94)
Bank and other short-term borrowings		C2	****	(1,166)	(1,134)
Lease liabilities		B4	****	(130)	(127)
Derivative financial instruments		C6	****	(3)	(32)
​	​	​	****	(2,575)	(2,579)
Net current (liabilities)/assets	****	****	****	(488)	118
Non-current liabilities				​	​
Other payables		A5	****	(69)	(71)
Bank and other long-term borrowings		C2	****	(2,498)	(3,153)
Lease liabilities		B4	****	(315)	(318)
Deferred tax liabilities		A14	****	(511)	(517)
Retirement benefit obligations		A10	****	(25)	(28)
Provisions for liabilities and charges		A6	****	(304)	(357)
Derivative financial instruments		C6	****	(29)	(16)
​	​	​	****	(3,751)	(4,460)
Net assets	****	****	****	4,228	4,088
Equity
Capital and reserves attributable to the Company’s equity holders
Share capital		D2	****	25	25
Share premium	****	****	****	15	14
Other reserves	****	****	****	583	532
Retained earnings	****	****	****	3,606	3,518
​	​	​	****	4,229	4,089
Non-controlling interests	****	****	****	(1)	(1)
Total equity	****	​	​	4,228	4,088

All values are in British Pounds.

​

The Financial Statements on pages 5 to 67 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and Paul Edgecliffe-Johnson on 6 March 2025.

​	​	​
Andy Ransom		Paul Edgecliffe-Johnson
Chief Executive	​	Chief Financial Officer

​

​ F-6

Table of Contents Consolidated Statement of Changes in Equity

For the year ended 31 December

​

​	​	​	​	​	​	​	​	​	​
​	​	****	​	Attributable to equity holders of the Company				Non-
​	​	​	​	Share	Share	Other	Retained	controlling	Total
​	​	​	​	capital	premium	reserves	earnings	interests	equity
​		Notes	****	m	m	m	m	m	£m
At 1 January 2022	​		​	19	7	(1,927)	3,166	(1)	1,264
Profit for the year	​		​	—	—	—	232	—	232
Other comprehensive income:	​		​	​	​	​	​	​	​
Net exchange adjustments offset in reserves	​		​	—	—	(232)	—	—	(232)
Net loss on net investment hedge	​		​	—	—	(68)	—	—	(68)
Net loss on cash flow hedge^1^	​		​	—	—	(6)	—	—	(6)
Cost of hedging	​		​	—	—	(2)	—	—	(2)
Remeasurement of net defined benefit liability	​		​	—	—	—	2	—	2
Tax related to items taken directly to other comprehensive income	​		​	—	—	—	11	—	11
Total other comprehensive income for the year	​		​	—	—	(308)	245	—	(63)
Transactions with owners:	​	****	​	​	​	​	​	​	​
Shares issued in the year	​		​	6	—	—	—	—	6
Merger relief on acquisition of Terminix Global Holdings, Inc.	​	​	​	—	—	3,014	—	—	3,014
Gain on stock options	​	​	​	—	2	—	—	—	2
Cost of issuing new shares	​		​	—	—	(16)	—	—	(16)
Dividends paid to equity shareholders	​	D1	​	—	—	—	(122)	—	(122)
Cost of equity-settled share-based payment plans	​		​	—	—	—	18	—	18
Tax related to items taken directly to equity	​		​	—	—	—	(2)	—	(2)
Movement in the carrying value of put options	​		​	—	—	—	(3)	—	(3)
At 31 December 2022	​	****	​	25	9	763	3,302	(1)	4,098
Adjustment on initial application of IFRS 17	​	​	​	—	—	—	(1)	—	(1)
Adjusted balance as at 1 January 2023	​	​	​	25	9	763	3,301	(1)	4,097
Profit for the year	​	****	​	—	—	—	381	—	381
Other comprehensive income:	​		​	​	​	​	​	​	​
Net exchange adjustments offset in reserves	​	​	​	—	—	(352)	—	—	(352)
Net gain on net investment hedge	​	****	​	—	—	109	—	—	109
Net gain on cash flow hedge^1^	​	****	​	—	—	3	—	—	3
Cost of hedging	​	****	​	—	—	9	—	—	9
Tax related to items taken directly to other comprehensive income	​	****	​	—	—	—	6	—	6
Total other comprehensive income for the year	​	****	​	—	—	(231)	387	—	156
Transactions with owners:	​		​	​	​	​	​	​	​
Gain on stock options	​	​	​	—	5	—	—	—	5
Dividends paid to equity shareholders	​	D1	​	—	—	—	(201)	—	(201)
Cost of equity-settled share-based payment plans	​	****	​	—	—	—	27	—	27
Movement in the carrying value of put options	​	****	​	—	—	—	4	—	4
At 31 December 2023	​	****	​	25	14	532	3,518	(1)	4,088
Profit for the year	​	​	​	—	—	—	307	—	307
Other comprehensive income:	​	​	​	​	​	​	​	​	​
Net exchange adjustments offset in reserves	​	​	​	—	—	46	—	—	46
Net loss on net investment hedge	​	​	​	—	—	(17)	—	—	(17)
Net gain on cash flow hedge^1^	​	​	​	—	—	27	—	—	27
Cost of hedging	​	​	​	—	—	(5)	—	—	(5)
Tax related to items taken directly to other comprehensive income	​	​	​	—	—	—	(6)	—	(6)
Total other comprehensive income for the year	​	​	​	—	—	51	301	—	352
Transactions with owners:	​	​	​	​	​	​	​	​	​
Gain on stock options	​	​	​	—	1	—	—	—	1
Dividends paid to equity shareholders	​	D1	​	—	—	—	(229)	—	(229)
Cost of equity-settled share-based payment plans	​	​	​	—	—	—	20	—	20
Tax related to items taken directly to equity	​	​	​	—	—	—	(3)	—	(3)
Movement in the carrying value of put options	​	​	​	—	—	—	(1)	—	(1)
At 31 December 2024	​	****	​	25	15	583	3,606	(1)	4,228

All values are in British Pounds.

1.

£27m net gain (2023: £3m net gain; 2022: £6m net loss) on cash flow hedge includes a £51m loss (2023: £28m loss; 2022: £137m gain) from the effective portion of changes in fair value, offset by reclassification to the cost of acquisition of £nil (2023: £nil; 2022: £118m loss) and a £78m gain (2023: £31m gain; 2022: £25m loss) reclassification to the income statement due to changes in foreign exchange rates.

Shares of £nil (2023: £nil; 2022: £nil) have been netted against retained earnings. This represents 11.4m (2023: 13.0m; 2022: 19.6m) shares held by the Rentokil Initial Employee Share Trust, which is not consolidated. The market value of these shares at 31 December 2024 was £45m (2023: £57m; 2022: £100m). Dividend income from, and voting rights on, the shares held by the Trust have been waived.

​ F-7

Table of Contents Analysis of other reserves

​	​	​	​	​	​	​	​
​	****	Capital	Merger	Cash flow			****
​	​	reduction	relief	hedge	Translation	Cost of	​
​	​	reserve	reserve	reserve	reserve	hedging	Total
​	​	m	m	m	m	m	£m
At 1 January 2022		(1,723)	—	9	(211)	(2)	(1,927)
Net exchange adjustments offset in reserves		—	—	—	(232)	—	(232)
Net loss on net investment hedge		—	—	—	(68)	—	(68)
Net loss on cash flow hedge^1^		—	—	(6)	—	—	(6)
Cost of hedging		—	—	—	—	(2)	(2)
Total comprehensive income for the year		—	—	(6)	(300)	(2)	(308)
Transactions with owners:	​	​	​	​	​	​	​
Merger relief on acquisition of Terminix Global Holdings, Inc.	​	—	3,014	—	—	—	3,014
Cost of issuing new shares	​	—	(16)	—	—	—	(16)
At 31 December 2022	****	(1,723)	2,998	3	(511)	(4)	763
Net exchange adjustments offset in reserves	****	—	—	—	(352)	—	(352)
Net gain on net investment hedge	****	—	—	—	109	—	109
Net gain on cash flow hedge^1^	****	—	—	3	—	—	3
Cost of hedging	****	—	—	—	—	9	9
Total comprehensive income for the year	​	—	—	3	(243)	9	(231)
At 31 December 2023	****	(1,723)	2,998	6	(754)	5	532
Net exchange adjustments offset in reserves	​	—	—	—	46	—	46
Net loss on net investment hedge	​	—	—	—	(17)	—	(17)
Net gain on cash flow hedge^1^	​	—	—	27	—	—	27
Cost of hedging	​	—	—	—	—	(5)	(5)
Total comprehensive income for the year	​	—	—	27	29	(5)	51
At 31 December 2024	****	(1,723)	2,998	33	(725)	—	583

All values are in British Pounds.

1.

£27m net gain (2023: £3m net gain; 2022: £6m net loss) on cash flow hedge includes a £51m loss (2023: £28m loss; 2022: £137m gain) from the effective portion of changes in fair value, offset by reclassification to the cost of acquisition of £nil (2023: £nil; 2022: £118m loss) and a £78m gain (2023: £31m gain; 2022: £25m loss) reclassification to the income statement due to changes in foreign exchange rates.

The capital reduction reserve arose in 2005 as a result of the scheme of arrangement of Rentokil Initial 1927 plc, under section 425 of the Companies Act 1985, to introduce a new holding company, Rentokil Initial plc, and the subsequent reduction in capital approved by the High Court whereby the nominal value of each ordinary share was reduced from 100p to 1p.

The excess of the fair value of shares issued to fund the acquisition of Terminix over their par value gave rise to a new reserve called a Merger Relief Reserve. Under section 612 of the Companies Act 2006, merger relief is available if certain circumstances are met when a business is acquired by issuing shares to replace already issued shares. This reserve is unrealised (and therefore not distributable), but it may become realised at a later date; for example, on disposal of the investment to which it relates or on impairment of that investment (which may occur after payment of a dividend by the investment).

​ F-8

Table of Contents Consolidated Cash Flow Statement

For the year ended 31 December

​

​	​	​	​	​	​	​
​	​	​	​	2024	2023	2022
​	****	Notes	****	m	m	£m
Cash flows from operating activities	​	​	​	​	​	​
Operating profit	​	​	​	549	625	317
Adjustments for:	​	​	​	​	​	​
– Depreciation and impairment of property, plant and equipment	​	​	​	159	154	148
– Depreciation and impairment of leased assets	​	​	​	123	120	106
– Amortisation and impairment of intangible assets (excluding computer software)	​	​	​	199	175	118
– Amortisation and impairment of computer software	​	​	​	26	26	22
– Other non-cash items	​	​	​	18	26	8
Changes in working capital (excluding the effects of acquisitions and exchange differences on consolidation):	​	​	​	​	​	​
– Inventories	​	​	​	(12)	(15)	(4)
– Contract costs	​	​	​	(14)	(19)	(10)
– Trade and other receivables	​	​	​	(38)	(29)	5
– Trade and other payables and provisions	​	​	​	(101)	(60)	6
Interest received	​	​	​	36	25	13
Interest paid^1^	​	​	​	(180)	(191)	(52)
Income tax paid		A13	​	(87)	(100)	(77)
Net cash flows from operating activities	​	​	​	678	737	600
Cash flows from investing activities	​	​	​
Purchase of property, plant and equipment	​	​	​	(171)	(167)	(153)
Purchase of intangible fixed assets	​	​	​	(44)	(44)	(37)
Proceeds from sale of property, plant and equipment	​	​	​	4	14	5
Acquisition of companies and businesses, net of cash acquired		B1	​	(172)	(242)	(1,018)
Disposal of companies and businesses	​	**** ​	​	—	—	1
Disposal of investment in associate	​	B6	​	—	19	—
Dividends received from associates		B6	​	11	4	4
Net change to cash flow from investment in term deposits	​	​	​	(1)	—	1
Net cash flows from investing activities	​	​	​	(373)	(416)	(1,197)
Cash flows from financing activities	​	​	​
Dividends paid to equity shareholders		D1	​	(229)	(201)	(122)
Capital element of lease payments	​	​	​	(145)	(157)	(104)
Cost of issuing new shares	​	​	​	—	—	(16)
Cash outflow on settlement of debt-related foreign exchange forward contracts	​	​	​	(9)	(3)	26
Proceeds from new debt	​	​	​	—	—	2,383
Debt repayments	​	​	​	(369)	—	(844)
Net cash flows from financing activities	​	​	​	(752)	(361)	1,323
Net (decrease)/increase in cash and cash equivalents	​	​	​	(447)	(40)	726
Cash and cash equivalents at beginning of year	​	​	​	832	879	242
Exchange loss on cash and cash equivalents	​	​	​	(13)	(7)	(89)
Cash and cash equivalents at end of the financial year	​	C3	​	372	832	879

All values are in British Pounds.

1.	Interest paid includes the interest element of lease payments of £24m (2023: £25m; 2022: £10m).

​

​ F-9

Table of Contents

Notes to the Consolidated Financial Statements

​

Material accounting policies

Basis of preparation

The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (IAS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The Consolidated Financial Statements also comply fully with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). The Consolidated Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities (including derivative instruments). Certain financial and equity instruments have been measured at fair value.

Climate change

The Group has engaged in a detailed review of expected climate change impacts on the business and its assets and liabilities, to establish any adjustments required and what disclosure is necessary in the Consolidated Financial Statements for 2024 under a 1.5–2.0°C pathway.

This process has been completed to ensure material accuracy of the financial reporting, and that disclosure of relevant information complies with the requirements of IAS 1.

The process has involved a detailed review of material revenue segments, all balance sheet line items and each element of the Group target to reach net zero by 2040, to identify if any of these items are expected to be materially impacted in a negative or positive way by weather, legislative, societal, or revenue/cost changes. The conclusions of this process were reviewed and agreed by the Audit Committee and Board on 12 December 2024.

Overall, the conclusion of the review was that, while there will undoubtedly be impacts on the Group, the highly disaggregated nature of the operations significantly reduces the risk profile of the Group to impacts from weather-related changes. The changes necessary to achieve net zero will not have a materially adverse impact on the cash flows of the Group and indeed, warmer climates may present some opportunities. Societal and legislative impacts are not felt to have a material impact on any one segment such that we need to break out reporting in a different way from previous years. Judgements are not felt to be significant, although clearly understanding of climate change is developing with time. The area with the most judgement is goodwill impairment testing and a description is given in Note B2 of the incremental processes undertaken to give extra comfort on the valuations. Management review has concluded that this is the only area that has judgement and potential for material impact, although we conclude that none are necessary and that no further disclosures are needed beyond this note.

Going concern

The Directors have prepared Board-approved cash flow forecasts that demonstrate that the Group has sufficient liquidity to meet its obligations as they fall due for the period of at least 12 months from the date of approval of these Consolidated Financial Statements, with a longer assessment period to 30 June 2026 being considered as appropriate so that the forecast period includes the debt maturity in May 2026.

Additionally, the Directors have assessed severe but plausible downside scenarios. The downside scenarios include: (i) a revenue decline of 20% against base budget for six months; and (ii) a 20% revenue decline for 12 months. Both of these scenarios are considerably worse than the actual impact of the COVID-19 pandemic in 2020. These assessments were prepared on the conservative assumption that the Group has no access to the debt capital markets. As part of their analysis, the Board considered mitigating actions at their discretion to improve the position identified by the analysis if the debt capital markets are not accessible, such as cost savings, adjusting the level of M&A activity, and/or dividends paid. In addition to the above, the Directors also considered that the Group has the ability to extend existing or raise new financing, although this was not included in the modelling undertaken for going concern assessment.

Based on the above, the Directors have concluded that the Group is well placed to manage its financing and other business risks and have a reasonable expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these Consolidated Financial Statements. They therefore consider it appropriate to adopt the going concern basis in preparing these Consolidated Financial Statements. F-10

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Consolidation

**(a)**Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it: (i) has power over the entity; (ii) is exposed or has rights to variable returns from its involvement with the entity; and (iii) has the ability to affect those returns through its power over the entity. The Group reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of these three elements of control.

The financial statements of subsidiaries are included in the Consolidated Financial Statements from the date that control commences until the date that control ceases. Inter-company transactions, balances, and gains and losses on transactions between Group companies are eliminated on consolidation. When less than 100% of the issued share capital of a subsidiary is acquired, and the acquisition includes an option to purchase the remaining share capital of the subsidiary, the anticipated acquisition method is applied where judged appropriate to do so. The judgement is based on the risks and rewards associated with the option to purchase, meaning that no non-controlling interest is recognised. A liability is carried on the balance sheet equal to the fair value of the option to purchase. This is revised to the fair value at each reporting date, with differences being recorded in equity.

Where the Group ceases to have control of a subsidiary, the assets and liabilities are derecognised along with any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in the income statement. Any interest retained in the former subsidiary is measured at fair value when control ceases. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

The results and cash flows of significant assets or businesses sold during the year are presented as discontinued operations in the Consolidated Statement of Profit or Loss and the Consolidated Cash Flow Statement. Assets and businesses are classified as held for sale when their carrying amounts are expected to be recovered through sale rather than through continuing use. They only meet the held for sale condition when the assets are ready for immediate sale in their present condition, management is committed to the sale, and it is highly probable that the sale will complete within one year. Depreciation ceases on assets and businesses when they are classified as held for sale and the assets and businesses are impaired if the proceeds less sale costs fall short of the carrying value.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests, which may cause the non-controlling interests to have a deficit balance. Consideration in excess of net identifiable assets acquired in respect of non-controlling interests in existing subsidiary undertakings is taken directly to equity.

**(b)**Associates

Associates are those entities in which the Group has significant influence over the financial and operating policies, but not control. Significant influence is usually presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.

Associates are accounted for using the equity method and are initially recognised at cost. The Group’s investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The Consolidated Financial Statements include the Group’s share of the total comprehensive income and equity movements of equity accounted investees, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount is reduced to nil and recognition of further losses is discontinued, except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an investee.

Gains and losses on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. F-11

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Foreign currency translation

**(a)**Functional and presentation currency

Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Consolidated Financial Statements are presented in sterling, which is the functional currency of Rentokil Initial plc.

The Group plans to change its presentation currency to US dollars with effect from 1 January 2025.

**(b)**Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i)assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet;

(ii)income and expenses for each income statement are translated at average exchange rates; and

(iii)all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments or deemed to be quasi-equity, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

**(c)**Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, or from the translation of monetary assets and liabilities denominated in foreign currencies at reporting period end exchange rates, are recognised under the appropriate heading in the income statement; except when deferred in equity as qualifying net investment hedges or where certain intra-group loans are determined to be quasi-equity (normally not expected to be repaid).

**(d)**Financial reporting in hyperinflationary economies

The Group has operations in Argentina, Ghana, Lebanon, and Turkey, which remained hyperinflationary in 2024.

The IAS 29 rules are applied as follows:

(i)	adjustment of the income statement at the end of the reporting period using the change in general price index;
(ii)	adjustment of historical cost non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date; and
---	---
(iii)	adjustment of the income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities in the local currency.
---	---

F-12

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Consumer Price Indices have been used for the relevant hyperinflationary adjustments. The indices used for these adjustments are as follows:

​

​	​	​	​	​
Country		Index at 1 January 2024		Index at 31 December 2024
Argentina		3,533.19	​	7,693.70
Ghana	​	200.50	​	248.30
Lebanon		5,978.13		7,061.07
Turkey		1,859.38		2,684.55

​

Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant instrument, and derecognised when it ceases to be a party to such provisions.

Financial assets

The Group classifies its financial assets depending on the purpose for which the financial assets were acquired. At initial recognition, the Group carries out a solely payment of principal and interest (SPPI) test and a business model test to establish the classification and measurement of its financial assets. Financial assets are classified in the following categories:

**(a)**Amortised cost

Financial assets under this classification are non-derivative financial assets held to collect the contractual cash flows until maturity and the cash flows are SPPI. Assets measured at amortised cost include trade and other receivables, cash and cash equivalents (excluding money market funds which are classified as fair value through profit and loss), and other investments.

**(b)**Fair value through other comprehensive income

These are non-derivative financial assets which can be for sale with cash flows that are SPPI. These assets are measured at fair value and changes to market values are recognised in other comprehensive income. The Group has no assets classified under this category.

**(c)**Fair value through profit or loss

Financial assets under this classification are assets that cannot be classified in any of the other categories. These assets are measured at fair value and changes to market values are recognised in profit and loss.

Financial liabilities

All financial liabilities are stated at amortised cost using the effective interest rate method except for derivatives, which are classified as held for trading (except where they qualify for hedge accounting) and are held at fair value.

Financial liabilities held at amortised cost include trade payables, deferred consideration, and borrowings.

​

Sources of estimation uncertainty and significant accounting judgements

The use of estimates, assumptions, and judgements in the application of the Group’s accounting policies is explained below, with major sources of estimation uncertainty and significant judgements separately identified.

Assumptions and estimation uncertainties

The Group makes estimates and assumptions concerning the future. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and revisions to estimates are recognised prospectively. Sensitivities to the estimates and assumptions are provided, where relevant, in the Notes to the Consolidated Financial Statements. F-13

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are listed below (please refer to the relevant notes for further detail):

(a) Termite damage claim provisions

With the acquisition of Terminix in 2022, the Group assumed a liability for termite damage claims, based on termite customers existing at the acquisition date, for which a provision has been estimated. The liability arises when a termite infestation occurs, resulting in damage to a property which is under a termite contract, that requires subsequent remediation by the Group. The assumptions used to estimate the historical termite damage claim provisions are based on an assessment of the volume and value of future claims (based on historical information), customer churn rate, and discount rates. Starting from the acquisition date, an additional provision is recognised for all new termite customers upon commencement of their contract, based on the estimated average claim cost per customer over the lifetime of the contract. The trend of volume and value of claims will be monitored and reviewed over time and as such the value of the provisions is also likely to change. Sensitivity analysis is provided in Note A6.

Significant accounting judgements

Judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the Consolidated Financial Statements are discussed below:

(a) Useful economic life of brands

The Terminix US brand, acquired in 2022, has been assessed as having an indefinite useful life. Prior to this acquisition, all brands were considered by management to have finite useful lives. Indefinite-lived assets do not get amortised and, therefore, if management had judged that the Terminix brand had a finite life then there would be a significant amortisation expense recognised annually in the income statement. At acquisition, the Terminix brand was valued at £1,292m, which based on a typical 15-year life would result in an annual amortisation charge of £86m.

Other accounting estimates

The Consolidated Financial Statements include other areas of accounting estimates that do not meet the definition of significant accounting estimates or accounting judgements under IAS 1. The recognition and measurement of certain material assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties, as follows:

(a) Impairment of goodwill and other assets

The annual review for potential impairment of goodwill and other indefinite-lived intangible assets is primarily based on a value-in-use model. This model uses discounted cash flows to assess whether the goodwill carrying value can be supported or whether impairment is required. The model uses the following assumptions about the future:

●	revenue growth rate;
●	operating profit margin;
---	---
●	discount rate; and
---	---
●	long-term growth rate (inflation).
---	---

Management anticipates that the likelihood of a reasonably possible change in assumptions resulting in a material misstatement is remote. Note B2 explains the impairment review process undertaken in the year. F-14

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

(b) Self-insurance provisions

The Group self-insurance provision increased significantly through the acquisition of Terminix in 2022. Self-insurance provisions are valued annually with the support of external actuaries. Although the carrying value of the provision is significant, it is not expected that there would be any change to assumptions that would cause a significant adjustment to the carrying value in the next financial year and any impact would be expected to crystallise over the long term. Self-insurance provisions are disclosed in Note A6.

(c) Provisions for uncertain tax positions

The Group holds significant provisions for uncertain tax positions on the basis of amounts expected to be paid to the tax authorities. The Group’s current tax liabilities reflect management’s best estimate of the future amounts of corporation tax that will be settled. However, the actual outcome could be significantly different to the estimate made, as the ultimate tax liability cannot be known until a resolution has been reached with the relevant tax authority, or the issue becomes time-barred. Note A13 discusses in detail why the provisions are taken and explains the estimation uncertainty.

Standards, amendments, and interpretations to published standards that are mandatorily effective for the current year

Except as described below, the accounting policies applied in these Consolidated Financial Statements are the same as those applied in the Group’s Consolidated Financial Statements for the year ended 31 December 2023.

The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with effect from 1 January 2024:

●	amendments to IAS 1 – Classification of liabilities as current or non-current and non-current liabilities with covenants;
●	amendments to IFRS 16 – Lease liability in sale and leaseback; and
---	---
●	amendments to IAS 7 and IFRS 7 – Supplier finance arrangements.
---	---

The application of these amendments has had no material impact on the disclosures of the amounts recognised in the Group’s Consolidated Financial Statements. Consequently, no adjustment has been made to the comparative financial information at 31 December 2023.

New standards and interpretations not yet adopted

​

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods, and have not been adopted early by the Group.

●	IFRS 18 – Presentation and disclosure in financial statements

IFRS 18 is effective for annual periods beginning on or after 1 January 2027 and will replace IAS 1 – Presentation of financial statements. It will introduce new requirements that are intended to help to achieve comparability of the financial performance of similar entities, and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive; in particular those related to the statement of comprehensive income or loss, and providing management-defined performance measures within the financial statements.

Management is currently assessing the detailed implications of applying the new standard on the Group’s consolidated financial statements.

​ F-15

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

A. Operating

A1. Revenue recognition and operating segments

Revenue recognition

Revenue represents the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled. All revenue is considered revenue from contracts with customers as defined by IFRS 15, including job work and sales of goods. Under IFRS 15, revenue is recognised when a customer obtains control of goods or services in line with identifiable performance obligations. In the majority of cases, the Group considers that the contracts it enters into are contracts for bundled services which are accounted for as a single performance obligation. Accordingly, the majority of revenue across the Group is recognised on an output basis evenly over the course of the contract because the customer simultaneously receives and consumes the benefits provided by the Group’s performance as it performs. Job work is short-term contract revenue whereby the period of service is typically less than one month in duration. The performance obligations linked to this revenue type are individual to each job due to their nature, with revenue being recognised at a point in time on completion. Where consumables are supplied separately from the service contract, revenue is recognised at the point the goods transfer.

The transaction price reported for all contracts is the price agreed in the contract and there are no material elements of variable consideration, financing component, or non-cash consideration. The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about remaining performance obligations because the Group has a right to consideration from customers in an amount that corresponds directly with the value to the customer of the performance obligations completed to date.

Disaggregation of revenue into region, category, and major type of revenue stream is shown below under segment reporting.

Performance obligations

Contract service revenue

These are mainly full-service contracts, inclusive of equipment, maintenance, and consumables as required. The inclusive service is treated as a single performance obligation.

●

Pest Control: the Group offers a range of services with the most common being general pest maintenance contracts. Under this type of contract the Group promises to provide a pest control service for the duration of the contract. In order to fulfil this promise, equipment is supplied (such as bait boxes) and a technician maintains and monitors the equipment at a set number of visits per year. The Group considers that this type of contract is a bundled service as the goods and services are not distinct in the context of the contract; equipment is not supplied without the service. Some countries offer an assurance warranty-type service where any additional call-outs are included in the contract price; in other countries, additional call-outs are chargeable. Where an assurance warranty is offered as part of the contract, revenue is recognised over the duration of the contract. Where no such warranty is offered, revenue is recognised at a point in time when the customer is visited.

In addition, the Group offers certain termite contracts across a limited number of countries (including North America) where there is a single performance obligation. In these contracts, revenue is recognised as the performance obligation is satisfied, which is generally over a short time period of a few days. These contracts include assurance warranties that last for a period of 12 months from the date of service, but the warranty is not considered to be a performance obligation under IFRS 15. These contracts are annual contracts and are therefore recognised as contract service revenue. Some smaller acquired businesses have legacy termite contract terms that do offer service warranties, resulting in a spread of revenues over the contractual year. F-16

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

●	Hygiene & Wellbeing: the Group offers a similar type of service to Pest Control, providing washroom equipment, consumables, and a technician to service the washroom. This type of contract will include a set number of visits. Dispensers are replenished by the technician. Management considers that the supply of goods and services are not distinct in the context of the contract. Dispensers and other equipment would not be supplied without providing the full service; the equipment is controlled by the Group and ownership does not transfer to the customer. Also included are contracts relating to interior landscaping, specifically the supply and maintenance of interior plants. Maintenance is only offered for plants that were supplied by the Group and therefore the services are not distinct in the context of the contract. The assets are positioned and situated by our technicians and the customer is not permitted to relocate them. At the end of the contract, any assets on the customer’s site are recovered.
●	France Workwear: the main type of contract is for supply and laundering of garments for commercial organisations. Supply and laundry are not offered separately, therefore management considers the services not to be distinct in the context of the contract. The service is treated as a bundle and a single performance obligation. Any equipment remains under ownership and control of the Group.
---	---

Job work

These services are short-term in nature and only an immaterial amount would straddle an accounting period end. There is usually only one performance obligation, with revenue recognised at the point of completion of the work.

●	Pest Control: an example of this type of revenue in the Pest Control category is bird-proofing, which is a one-off installation that, depending on the size of the site, may take between a few days and several weeks to complete. There is a single performance obligation (to install bird-proofing) and the customer is billed, and revenue recognised, at the end of the job.
●	Hygiene & Wellbeing: this type of revenue is generated, for example, by our Specialist Hygiene team, which performs specialist cleaning services such as graffiti removal, deep cleaning of kitchens and washrooms, trauma cleaning, flood or fire damage cleaning, and specialist deep cleaning services. These are usually short-term jobs (less than one week) and usually there is a single performance obligation with revenue recognised on completion of the job.
---	---

Sale of goods

Sale of products and consumables relates mainly to the pest distribution businesses, which sell pest control products to retailers and the pest control industry. In the Hygiene & Wellbeing business there are some sales of consumables to customers. In all cases, revenue is recognised at the point in time that ownership transfers to the customer.

The Group does not consider that any judgements were made that would have a significant impact on the amount or timing of revenue recognised. Those contracts in the business where revenue is recognised over time are repetitive and are based on short cycles that repeat many times per year. Therefore, if revenue had been considered to be recognised at a point in time rather than over time, the in-year impact would be immaterial.

The Group makes a charge against revenue for credit notes not yet issued at the balance sheet date.

Contract costs

Contract costs are mainly incremental costs of obtaining contracts (primarily sales commissions directly related to contracts obtained), and to a lesser extent costs to fulfil contracts which are not within the scope of other standards (mainly incremental costs of putting resources in place to fulfil contracts).

It is anticipated that these costs are recoverable over the life of the contract to which they relate. Accordingly, the Group capitalises them as contract costs and amortises them over the expected life of the contracts. Management takes a portfolio approach to recognising contract costs, and the expected length of contracts across the Group and associated amortisation periods are between three and seven years. F-17

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The contract costs recognised in the balance sheet at the period end amounted to £238m (2023: £224m; 2022: £215m). The amount of amortisation recognised in the period was £92m (2023: £121m; 2022: £39m) and impairment losses were £nil (2023: £nil; 2022: £nil).

Applying the practical expedient in paragraph 94 of IFRS 15, the Group recognises the incremental costs of obtaining contracts as an expense when incurred if the amortisation period of the assets that the Group otherwise would have recognised is one year or less.

Contract assets and accrued income

Contract assets relate to the Group’s right to consideration for performance obligations satisfied, but where further performance obligations need to be satisfied before the customer can be invoiced. Accrued income is recognised where all performance obligations have been satisfied but the customer has yet to be invoiced. A receivable is recognised when all rights to consideration become unconditional, which usually occurs when the Group issues an invoice to the customer. All opening balances have been invoiced during the year.

Contract liabilities

Contract liabilities relate to advance consideration received from customers where the performance obligations have yet to be satisfied. All opening balances have subsequently been satisfied in the year. In most business categories where revenue is recognised over time, customers are invoiced in advance or simultaneously with performance obligations being satisfied.

Segment reporting

Segmental information has been presented in accordance with IFRS 8 Operating Segments on the next page. The Group’s operating segments are regions and this reflects the internal management reporting structures and the way information is reviewed by the chief operating decision maker (the Chief Executive). Each region is headed by a Regional Managing Director who reports directly to the Chief Executive and is a member of the Group’s Executive Leadership Team responsible for the review of Group performance. The businesses within each operating segment operate in a number of different countries and sell services across three business segments.

The LATAM region is combined with Europe in the Group’s segment reporting. It is the Group’s smallest region and not considered reportable under the quantitative thresholds in IFRS 8. It is combined with Europe as they are similar with respect to economic characteristics, the nature of services provided, the type of customers, methods used to provide services, and language and cultural similarities.

Management and the Board also reviews regional data summarised into North America and International, and these sub-totals are reflected in the relevant Notes to the Consolidated Financial Statements.

Disaggregated revenue under IFRS 15 is the same as the segmental analysis below. Restructuring costs, one-off and adjusting items, amortisation and impairment of intangible assets (excluding computer software), and central and regional costs are presented at a Group level as they are not targeted or managed at reportable segment level. The basis of presentation is consistent with the information reviewed by internal management.

The segment profit or loss measure that is regularly provided to the chief operating decision maker is Adjusted Operating Profit.

​ F-18

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Revenue and Profit

​

​	​	​	​	​	​	​	​
​	​	​	​	​	Operating	Operating	Operating
​	​	Revenue	Revenue	Revenue	profit	profit	profit
​	​	2024	2023	2022	2024	2023	2022
​	****	m	m	m	m	m	£m
North America^1^	​	​	​	​	​	​	​
Pest Control	​	3,152	3,201	1,746	539	599	297
Hygiene & Wellbeing	****	108	105	103	19	18	18
Sub - total North America	****	3,260	3,306	1,849	558	617	315
​	​	​	​	​	​	​	​
International	​	​	​	​	​	​	​
Europe (incl. LATAM)	****	​	​	​	​	​	​
Pest Control	****	531	516	427	124	124	103
Hygiene & Wellbeing		353	344	322	54	52	53
France Workwear	****	230	221	192	41	39	31
​		1,114	1,081	941	219	215	187
UK & Sub-Saharan Africa	****	​	​	​	​	​	​
Pest Control	​	205	195	182	53	51	47
Hygiene & Wellbeing		230	195	183	47	43	48
​		435	390	365	100	94	95
Asia & MENAT	​	​	​	​	​	​	​
Pest Control	​	265	250	231	35	34	34
Hygiene & Wellbeing		89	89	90	11	11	11
​	​	354	339	321	46	45	45
Pacific	​	​	​	​	​	​	​
Pest Control		134	124	104	22	22	16
Hygiene & Wellbeing	****	128	125	123	33	33	32
​	****	262	249	227	55	55	48
Sub - total International	​	2,165	2,059	1,854	420	409	375
Total	​	5,425	5,365	3,703	978	1,026	690
Central and regional overheads^2^	****	11	10	11	(137)	(121)	(107)
Restructuring costs	****	—	—	—	(7)	(7)	(12)
Revenue and Adjusted Operating Profit	****	5,436	5,375	3,714	834	898	571
One-off and adjusting items	​	​	​	​	(86)	(98)	(136)
Amortisation and impairment of intangible assets^3^	​	​	​	​	(199)	(175)	(118)
Operating profit	​	​	​	​	549	625	317
Finance income	​	​	​	​	46	48	49
Finance cost	​	​	​	​	(197)	(189)	(79)
Share of profit from associates net of tax	​	​	​	​	7	9	9
Profit before income tax	​	​	​	​	405	493	296

All values are in British Pounds.

1.	During 2024, there were impairment losses recognised in North America related to ROU assets of £nil (2023: £nil; 2022: £17m) and related to property, plant and equipment of £nil (2023: £nil; 2022: £8m).
2.	Central and regional overheads revenue relates to the wholesale of metalwork and consumables, including hygiene and pest control products. It is managed centrally rather than in any region.
---	---
3.	Excluding computer software, which is included in our segment operating profit measure.
---	---

F-19

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Revenue and operating profit relate to the main groups of business segment and activity: Pest Control, Hygiene & Wellbeing and France Workwear. Central and regional overheads represent corporate expenses that are not directly attributable to any reportable segment. Business segment revenue and operating profit are shown in the table below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​		​		​	****	Operating		Operating		Operating
​	​	Revenue	​	Revenue	​	Revenue	​	profit	​	profit	​	profit
​	​	2024	​	2023	​	2022	​	2024	​	2023	​	2022
​	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m
Pest Control	****	4,287		4,286		2,690	****	773		830		497
Hygiene & Wellbeing	****	908		858		821	****	164		157		162
France Workwear	****	230		221		192	****	41		39		31
Total business segments	****	5,425		5,365		3,703	****	978		1,026		690
Central and regional overheads^1^	****	11		10		11	****	(137)		(121)		(107)
Restructuring costs	****	—		—		—	****	(7)		(7)		(12)
Revenue and Adjusted Operating Profit	****	5,436		5,375		3,714	****	834		898		571
One-off and adjusting items		****					****	(86)		(98)		(136)
Amortisation and impairment of intangible assets^2^		****					****	(199)		(175)		(118)
Operating profit		****					****	549		625		317
1.	Central and regional overheads revenue relates to the wholesale of metalwork and consumables, including hygiene and pest control products. It is managed centrally rather than in any region.
---	---
2.	Excluding computer software, which is included in our segment operating profit measure.
---	---

​

Analysis of revenue by type

​

​	​	​	​	​
​	​	Revenue	Revenue	Revenue
​	​	2024	2023	2022
​	****	m	m	£m
Contract service revenue	****	3,876	3,838	2,610
Job work	****	1,160	1,104	724
Sales of goods	****	400	433	380
Total	****	5,436	5,375	3,714

All values are in British Pounds.

​

Revenue from external customers attributed to the UK amounted to £365m (2023: £322m; 2022: £296m), with overseas countries accounting for the balance of £5,071m (2023: £5,053m; 2022: £3,418m). In 2024, the only country accounting for more than 10% of revenue from external customers was the US, totalling £3,177m (2023: £3,220m; 2022: £1,786m).

The Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from transactions with any single customer.

Segment assets and liabilities are not provided because they are not reported to, or reviewed by, our chief operating decision maker. F-20

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Revenue and non-current assets for the country of domicile (UK), the United States, France, Australia, India, and Spain (being the largest countries outside the UK), and for all other countries are:

​

​	​	​	​	​	​	​	​
​	​	​	Non-current	​	Non-current	​	Non-current
​	​	Revenue	assets1	Revenue	assets1	Revenue	assets^1^
​	​	2024	2024	2023	2023	2022	2022
​	****	m	m	m	m	m	£m
UK		365	267	322	241	296	192
USA		3,177	6,833	3,220	6,734	1,786	7,045
France		392	286	380	282	338	268
Australia		194	172	181	165	166	132
India		68	88	59	80	58	83
Spain		76	71	72	77	56	76
Other countries		1,164	649	1,141	683	1,014	688
Total	​	5,436	8,366	5,375	8,262	3,714	8,484

All values are in British Pounds.

1.	Non-current assets include: intangible assets; property, plant and equipment; right-of-use assets; contract cost assets; and non-current other receivables.

Other segment items included in the consolidated income statement are as follows:

​

​	​	​	​	​	​	​
​	****	Amortisation and	****	Amortisation and	****	Amortisation and
​	​	impairment of	​	impairment of	​	impairment of
​	​	intangibles^1^	​	intangibles^1^	​	intangibles^1^
​	​	2024	​	2023	​	2022
​	​	£m	​	£m	​	£m
North America	****	114		118		59
International	​	​	​	​	​	​
Europe (incl. LATAM)	****	39		24		29
UK & Sub-Saharan Africa	****	6		8		—
Asia & MENAT	****	22		11		20
Pacific	****	8		6		4
Sub - total International	​	75	​	49	​	53
Central and regional	****	10		8		6
Total	****	199		175		118
Tax effect	****	(43)		(44)		(25)
Total after tax effect	****	156		131		93
1.	Excluding computer software.
---	---

​

A2. Earnings per share

Basic earnings per share is calculated by dividing the profit after tax attributable to equity holders of the Company by the weighted average number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust (see note at the bottom of the Consolidated Statement of Changes in Equity) which are treated as cancelled, and including share options for which all conditions have been met.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary shares. The Group’s potentially dilutive ordinary shares relate to the contingent issuable shares under the Group’s long-term incentive plans (LTIPs) to the extent that the performance conditions have been met at the end of the period. These share options are issued for nil consideration to employees if performance conditions are met. F-21

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

For the calculation of diluted earnings per share, 435,578 share options were anti-dilutive and not included in the calculation of the dilutive effect as at 31 December 2024 (2023: 18,422; 2022: 1,290,294).

Details of the calculation of earnings per share are set out below:

​

​	​	​	​	​	​	​
​	​	2024	​	2023	​	2022
​	​	£m	​	£m	​	m
Profit attributable to equity holders of the Company	****	307		381		232
​	​	​	​	​	​	​
Weighted average number of ordinary shares in issue (million)	****	2,521		2,516		2,002
Adjustment for potentially dilutive shares (million)	****	7		11		12
Weighted average number of ordinary shares for diluted earnings per share (million)	****	2,528		2,527		2,014
​	​	​	​	​	​	​
Basic earnings per share	****	12.17	p	15.14	p	11.57
Diluted earnings per share	****	12.14	p	15.07	p	11.51

All values are in British Pounds.

​

​

A3. Trade and other receivables

The Group’s trade receivables are recognised at the transaction price less provision for impairment. They are generally due for settlement within 30 days and are all classified as current. The amount of the provision for impairment is recognised in the income statement and movements on provisions for impaired trade receivables are recognised within operating expenses in the income statement. Amounts are generally charged to the provision for impairment of trade receivables when there is no expectation of recovering additional cash.

Expected credit loss (ECL) calculations are performed and are used to calculate the provision for impairment of trade receivables. ECL calculations are a probability-weighted estimate of credit losses and are performed at country level. The Group applies the simplified method of applying lifetime ECLs to trade receivables using an allowance matrix to measure the ECLs of trade receivables from its customers, which comprise customer portfolios across several countries. Credit risk factors that are considered as part of ECL calculations may include, but are not limited to: payment history, customer size, customer type (national/residential/commercial/government), age of debt, industry strength, economy, environmental factors such as climate change, and product or service provided.

Loss allowances are also calculated on other financial assets, although the amounts are generally not significant and the asset is recognised net of the allowance. F-22

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

There is limited concentration of credit risk with respect to trade receivables due to the Group’s customer base being large and diverse. The amount of credit risk with respect to customers is represented by the carrying amount on the balance sheet. The Group policy is that credit facilities for new customers are approved by designated managers at regional level. Credit limits are set with reference to trading history and reports from credit rating agencies where they are available. Where this is not feasible, the Group may request payment in advance of work being carried out, or settlement by credit card on completion of the work. There are no trade receivables that would otherwise be past due or impaired whose terms have been renegotiated.

​

​	​	​	​
​	​	2024	2023
​	​	m	£m
Trade receivables	****	705	692
Less: provision for impairment of trade receivables	****	(65)	(70)
Trade receivables – net	****	640	622
Other receivables^1^	****	128	113
Prepayments	****	77	68
Accrued income	****	118	118
Contract assets	​	3	4
Total	****	966	925
​	​	​	​
Analysed as follows:		​	​
Non-current	****	57	45
Current	****	909	880
Total	****	966	925

All values are in British Pounds.

1.	Other receivables are stated net of loss allowance of £nil (2023: £nil).

All of the Group’s provision for impairment relates to trade receivables. Analysis of the Group’s provision for impairment of trade receivables is as follows:

​

​	​	​	​	​	​	​
​	****	2024	****	2023	****	2022
​	​	£m	​	£m	​	£m
At 1 January	****	70		70	​	50
Exchange differences	****	(1)		(4)	​	—
Additional provision	****	62		48	​	30
Receivables written off as uncollectable	****	(63)		(38)	​	(27)
Unused amounts reversed	****	(6)		(8)	​	(5)
Acquisition of companies and businesses	​	3	​	2	​	22
At 31 December	****	65		70	​	70

​

The ageing of trade receivables and provision for impairment is as follows:

​

​	​	​	​	​	​	​	​	​
​	****	Trade	****	Provision for	****	Trade	****	Provision for
​	​	receivables	​	impairment	​	receivables	​	impairment
​	​	2024	​	2024	​	2023	​	2023
​	​	£m	​	£m	​	£m	​	£m
Not due	****	288	****	—		286		(3)
Overdue by less than 1 month	****	170	****	(1)		158		(3)
Overdue by between 1 and 3 months	****	122	****	(3)		111		(5)
Overdue by between 3 and 6 months	****	54	****	(11)		56		(9)
Overdue by between 6 and 12 months	****	39	****	(20)		36		(15)
Overdue by more than 12 months	****	32	****	(30)		45		(35)
At 31 December	****	705	****	(65)		692		(70)

​ F-23

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The carrying amounts of the Group’s trade receivables are denominated in the following currencies:

​

​	​	​	​	​
​	​	2024	​	2023
​	​	£m	​	£m
Pound sterling	****	57		51
Euro	****	160		161
US dollar	****	302		291
Other currencies	****	186		189
Carrying value	****	705		692

​

Fair value is considered to be equal to carrying value for all trade and other receivables.

​

A4. Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs, and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price less applicable variable selling expenses.

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Raw materials	****	15		15
Work in progress	****	3		3
Finished goods	****	211		189
​	****	229		207

​

An inventory impairment charge of £2m was recognised in 2024 (2023: £3m; 2022: £3m). Inventory recognised as an expense during the period was £363m (2023: £385m; 2022: £280m). Reversals of inventory write-downs during the period were £nil (2023: £nil; 2022: £nil).

​

A5. Trade and other payables

​

​	​	​	​
​	​	2024	2023
​	****	m	£m
Trade payables	****	315	357
Social security and other taxes	****	91	95
Other payables	****	95	94
Accruals	****	345	322
Contract liabilities^1^	****	249	254
Deferred consideration	****	17	17
Contingent consideration^2^	****	75	76
Total	****	1,187	1,215
​	​	​	​
Analysed as follows:		​	​
Other payables	****	30	31
Deferred consideration	****	1	—
Contingent consideration^2^	****	38	40
Total non-current portion	****	69	71
Current portion	****	1,118	1,144
Total	****	1,187	1,215

All values are in British Pounds.

1.	Contract liabilities represents customer invoices where performance obligations have not yet been satisfied. All opening balances have subsequently been satisfied in the year. In most business categories, our customers are invoiced in advance or simultaneously with performance obligations being satisfied.

F-24

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

2.	Contingent consideration includes put option liability of £26m (2023: £32m).

Other than the put options, there are no liabilities in the table above that bear interest or are discounted, and therefore the cash flows are equal to the carrying value of the liabilities. Cash is due to flow between one and five years for all non-current liabilities and not beyond. Fair value is equal to carrying value for all trade and other payables. There is no material difference between the fair value and carrying value for all trade and other payables.

Put options are held following the acquisition of PCI in 2017, where the seller may require the Group to purchase the remaining shares of the business in stages over a fixed term between 2023 and 2027. The put options are accounted for as an anticipated acquisition of the remaining shares and no non-controlling interest is recognised. The Group recognised a put option liability for the anticipated acquisition of these shares in contingent consideration, and any movements in the carrying value are recognised through equity. During the year, the seller exercised the second put option, selling a further 8% of the share capital of the company to the Group, making the Group’s total shareholding in PCI 73%.

Given the volume of acquisitions and the variety of inputs to the valuation of contingent consideration (depending on each transaction), there is not considered to be any change in input that would have a material impact on the contingent consideration liability.

The currency split of trade and other payables is as follows:

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Pound sterling	****	165		164
Euro	****	227		238
US dollar	****	532		542
Other currencies	****	263		271
Carrying value	****	1,187		1,215

​

The ageing of trade payables is as follows:

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Less than one year	****	314		357
Between one and five years	****	1		—
More than five years	****	—		—
Total	****	315		357

​

Maturity analysis for lease liabilities is included in Note B4, and other financial liabilities in Note C6.

​

A6. Provisions for liabilities and charges

The Group has provisions for termite damage claims, self-insurance, environmental, and other. Provisions are recognised when the Group has a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount is capable of being reliably estimated. If such an obligation is not capable of being reliably estimated it is classified as a contingent liability (Note D3). F-25

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Future cash flows relating to these obligations are discounted when the effect is material. The effect of discounting environmental provisions and other provisions is not considered to be material due to the low level of expected future cash flows. Termite damage claim provisions and self-insurance provisions are discounted, and the majority of these provisions are held in the US. The discount rate used is based on US government bond rates, and was 4.48% – 5.25% (2023: 3.88% – 5.25%).

​

​	​	​	​	​	​	​	​	​	​
​	​	Termite	​	​	​	​	​	​	​
​	****	damage	Self-	****	​	****	​	****	​
​	​	claims	insurance	​	Environmental	​	Other	​	Total
​	​	m	£m	​	£m	​	£m	​	£m
At 1 January 2023	​	321	165		16		12		514
Exchange differences		(14)	(8)		(1)		1		(22)
Additional provisions		15	56		3		7		81
Used during the year		(73)	(44)		(2)		(7)		(126)
Unused amounts reversed		—	(8)		—		(3)		(11)
Acquisition of companies and businesses		—	—		—		1		1
Unwinding of discount on provisions	​	11	3		—		—		14
At 31 December 2023		260	164		16		11		451
​	​	​	​	​	​	​	​	​	​
At 1 January 2024	****	260	164	****	16	****	11	****	451
Exchange differences	****	3	1	****	—	****	—	****	4
Additional provisions	****	20	98	****	1	****	8	****	127
Used during the year	****	(68)	(81)	****	(3)	****	(9)	****	(161)
Unused amounts reversed	****	(12)	—	****	(1)	****	(2)	****	(15)
Acquisition of companies and businesses	****	—	—	****	—	****	2	****	2
Unwinding of discount on provisions	****	10	1	****	—	****	—	****	11
At 31 December 2024	****	213	183	****	13	****	10	****	419

All values are in British Pounds.

​

​	​	​	​	​
​	****	2024	****	2023
​	​	Total	​	Total
​	​	£m	​	£m
Analysed as follows:
Non-current	****	304		357
Current	****	115		94
Total	****	419		451

​

Termite damage claims

The Group holds provisions for termite damage claims covered by contractual warranties. Termite damage claim provisions are subject to significant assumptions and estimation uncertainty. The assumptions included in valuing termite provisions are based on an estimate of the volume and value of future claims (based on historical and forecast information), customer churn rates, and discount rates. These provisions are expected to be substantially utilised within the next 16 years at a declining rate. The trend of volume and value of claims is monitored and reviewed over time (with the support of external advisors) and as such the value of the provision is also likely to change.

The Group’s provision relates to legacy claims (from the period prior to the acquisition of Terminix), estimated at £197m (2023: £247m); and new customer claims, estimated at £16m (2023: £13m). The sensitivity of the legacy claims liability balance to changes in the inputs is illustrated as follows:

●

Discount rate – The exposure to termite damage claims is largely based within the United States, therefore measurement is based on a seven-year US bond risk-free rate. During 2024, interest rates (and therefore discount rates) have increased. Rates could move in either direction and management has modelled that an increase/decrease of 50 bps in yields would decrease/increase the provision by £5m (2023:£8m). Over the 12 months to 31 December 2024, seven-year risk-free rate yields have increased 60 bps from 3.88% to 4.48% (2023: decrease 15 bps).

F-26

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

●	Claim value – Claim value forecasts have been based on the latest available historical settled Terminix claims. Claims values are dependent on a range of inputs including labour cost, materials costs (e.g. timber), whether a claim becomes litigated or not, and specific circumstances including contributory factors at the premises. Management has used an average of claim costs for the last 12 months for each material category of claim, adjusted where necessary to account for ageing of claims, to determine an estimate for costs per claim. Recent fluctuations in input prices (e.g. timber prices) means that there is potential for volatility in claim values and therefore future material changes in provisions. Management has modelled that an increase/decrease of 5% in claim values would increase/decrease the provision by £9m (2023: £15m). Over the 12 months to 31 December 2024, as a result of accelerating the cleardown of legacy longstanding claims and other macroeconomic factors, in-year costs per claim rose by c.40% (2023: 32%). This is not representative of management’s expectations of future costs as ageing of claims, which drives an increased cost per claim, has reduced significantly in recent months and is expected to continue to improve.
●	Claim rate – Management has estimated claim rates based on statistical historical incurred claims. Data has been captured to establish incidence curves that can be used to estimate likely future cash outflows. Changes in rates of claim are largely outside the Group’s control and may depend on litigation trends within the US and other external factors, such as how often customers move property and how well they maintain those properties; however, management actions can prevent claims from becoming litigated and hence more costly. These factors cause estimation uncertainty that could lead to material changes in provision measurement. Management has modelled that an increase/decrease of 5% in overall claim rates would increase/decrease the provision by £9m (2023: £15m), accordingly. Over the 12 months to 31 December 2024, claim rates fell by c.24% (2023: fell 7%).
---	---
●	Customer churn rate – If customers choose not to renew their contracts each year, then the assurance warranty falls away. As such there is sensitivity to the assumption on how many customers will churn out of the portfolio of customers each year. Data has been captured and analysed to establish incidence curves for customer churn, and forward-looking assumptions have been made based on these curves. Changes in churn rates are subject to macroeconomic factors and to the performance of the Group. A 1% movement in customer churn rates, up or down, would change the provision by £7m down or up (2023: £11m), accordingly. On average over the last 10 years churn rates have moved by +/– c.2.0% per annum (2023: +/-1.8%).
---	---

Self-insurance

The Group purchases external insurance from a portfolio of international insurers for its key insurable risks. In order to help mitigate the cost of external insurance, the Group self-insures a level of cover on its major insurance policies. Self-insurance provisions represent obligations for open claims, and also incurred but not reported (IBNR) losses. External actuaries are used to help management estimate the provisions held at the balance sheet date. Due to the nature of the claims, the timing of utilisation of these provisions is uncertain.

Self-insurance provisions are also subject to estimation uncertainty based on volume and value of expected future claims and discount rate assumptions; however, it is not expected that there would be any change to assumptions that would cause a significant adjustment to the carrying value in the next financial year.

The amount of expected reimbursement from third-party insurers is £24m (2023: £21m) and this is included within other receivables in Note A3.

Environmental

The Group owns, or formerly owned, a number of properties in Europe and the US where environmental contamination is being managed. These issues tend to be complex to determine and resolve and may be material, although it is often not possible to accurately predict future costs of management or remediation reliably. Provisions are held where liability is probable and costs can be reliably estimated. Contingent liabilities exist where the conditions for recognising a provision under IAS 37 have not been met. The Group monitors such properties to determine whether further provisions are necessary. The provisions that have been recognised are expected to be substantially utilised within the next five years. F-27

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Other

Other provisions principally comprise amounts required to cover obligations arising and costs relating to disposed businesses and restructuring costs. Other provisions also includes costs relating to onerous contracts and property dilapidations settlements. Existing provisions are expected to be substantially utilised within the next five years.

A7. Operating expenses

Operating expenses from continuing operations include the following items:

​

​	​	​	​	​	​	​
​	​	​	​	2024	2023	2022
​	****	Notes	****	m	m	£m
Employee costs		A9	****	2,558	2,550	1,777
Direct materials and services	****	​	​	877	900	704
Vehicle costs	****	​	​	291	286	201
Property costs	****	​	​	107	108	82
Depreciation and impairment of property, plant and equipment		B3	****	159	154	140
Amortisation and impairment of intangible assets		B2	****	225	201	140
Other operating expenses^1^	****	​	​	614	512	329
Total operating expenses	****	​	​	4,831	4,711	3,373

All values are in British Pounds.

1.Other operating expenses includes professional fees, marketing costs, and amortisation of contract costs.

​

A8. Auditors’ remuneration

​

​	​	​	​	​	​	​
​	****	2024	****	2023	****	2022
​	​	£m	​	£m	​	£m
Fees payable to the Company’s auditors for the audit of the Parent Company and Group accounts	****	2		3		3
Audit of accounts of subsidiaries of the Group	****	4		5		4
Audit-related assurance services^1^	****	5		3		2
Total audit and audit-related assurance services	​	11	​	11	​	9
Non-audit services^2^	​	—	​	—	​	3
Total	****	11	****	11		12
1.	Included in 2024 is an amount of £4m for reporting on internal financial controls (2023: £3m). Included in 2022 is an amount of £2m paid to the Company’s auditors in respect of the 2021 PCAOB Group audit required for the purposes of the US registration.
---	---
2.	2022 balance relates to accounting specialist fees in respect of the Terminix acquisition.
---	---

​

A9. Employee benefit expense

Profit-sharing and bonus plans

The Group recognises a liability and an expense for bonuses and profit-sharing, based on calculations of achievements of financial performance targets and the best estimate of the obligation to employees related to personal performance criteria being achieved. A liability is recognised where a contractual obligation exists or where past practice indicates that there is a constructive obligation to make such payments in the future.

Holiday pay

Paid holidays are regarded as an employee benefit and as such are charged to the income statement as the benefits are earned. An accrual is made at the balance sheet date to reflect the fair value of holidays earned but not yet taken. F-28

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Termination benefits

Termination benefits are payable when an employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to present value where the effect of discounting is material.

​

​	​	​	​	​	​	​
​	****	2024	****	2023	****	2022
​	​	£m	​	£m	​	£m
Wages and salaries	****	2,262		2,318		1,582
Social security costs	****	228		171		154
Share-based payments	****	20		27		17
Pension costs:		​		​		​
– defined contribution plans	****	46		32		22
– defined benefit plans	****	2		2		2
​	****	2,558		2,550		1,777

​

Monthly average number of people employed by the Group during the year:

​

​	​	​	​	​	​	​
​	****	2024	****	2023	****	2022
​	​	Number	​	Number	​	Number
Processing and service delivery	****	48,475		47,387		38,256
Sales and marketing	****	7,848		7,501		5,993
Administration and overheads	****	9,309		8,663		7,226
​	****	65,632		63,551		51,475

​

Emoluments of the Directors of Rentokil Initial plc are detailed below.

​

​	​	​	​	​
​	****	Highest	****	​
​	​	paid	​	Other
​	​	Director	​	Directors
​	​	£000	​	£000
2022	​	​	​	​
Aggregate emoluments excluding share options	****	2,698.7		1,557.5
Aggregate gains made by Directors on exercise of share options	****	—		233.8
Aggregate amount receivable under long-term incentive schemes	****	831.9		380.3
Aggregate value of Company contributions to defined contribution pension schemes	****	—		—
​	****	3,530.6		2,171.6
2023	​	​	​	​
Aggregate emoluments excluding share options	​	1,942.3		1,188.4
Aggregate gains made by Directors on exercise of share options	​	3,729.4		—
Aggregate amount receivable under long-term incentive schemes	​	1,397.6		485.3
Aggregate value of Company contributions to defined contribution pension schemes	​	—		—
​	​	7,069.3		1,673.7
2024	​	​	​	​
Aggregate emoluments excluding share options	​	1,032.8		633.4
Aggregate gains made by Directors on exercise of share options	​	4,824.5		—
Aggregate amount receivable under long-term incentive schemes	​	877.1		441.0
Aggregate value of Company contributions to defined contribution pension schemes	​	—		—
​	​	6,734.4		1,074.4

​ F-29

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

​	​	​	​	​	​	​
​	****	2024	****	2023	****	2022
​	​	Number	​	Number	​	Number
Number of Directors accruing retirement benefits		****
– defined contribution schemes	****	—		—		—
– defined benefit schemes	****	—		—		—
Number of Directors exercising share options^1^	****	1		1		1
Number of Directors receiving shares as part of long-term incentive schemes	****	2		2		2
1.	The highest-paid Director exercised 986,515 (2023: 971,802; 2022: nil) share options during the year.
---	---

​

A10. Retirement benefit obligations

Apart from contributions to legally required social security state schemes, the Group operates a number of pension schemes around the world covering many of its employees.

Defined contribution pension plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity.

The Group pays contributions to publicly or privately administered pension plans on a mandatory, contractual, or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Defined benefit pension plans

A defined benefit pension plan is a plan that defines the amount of future pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as years of service, compensation, and age.

The asset or liability recognised in the balance sheet in respect of defined benefit pension plans is the fair value of plan assets, less the present value of the defined benefit obligation at the balance sheet date. The Group determines the net interest on the net defined benefit asset for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit asset. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that have a credit rating of at least AA, are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. The Group will recognise a pension surplus as an asset where there is an unconditional right to a refund or where the Group has a right to reduce future pension contributions, taking into account the adverse effect of any minimum funding requirements.

Current and past service costs, to the extent they have vested, and curtailments are recognised as charges or credits against operating profit in the income statement. Interest income on the net defined benefit asset is recognised in finance income. Remeasurement gains and losses arising from experience adjustments, return on plan assets, and changes in actuarial assumptions are charged or credited to the Consolidated Statement of Comprehensive Income.

The largest retirement benefit obligation in the Group is the Rentokil Initial Irish Pension Scheme (which is in a surplus position).

A number of smaller defined benefit and defined contribution schemes operate elsewhere, which are also funded through payments to trustee-administered funds or insurance companies.

Defined benefit schemes are reappraised annually by independent actuaries based upon actuarial assumptions. Judgement is required in determining these actuarial assumptions, but this is not considered by management to be a significant accounting judgement as defined under IAS 1. F-30

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The assumptions used for the Rentokil Initial Irish Pension Scheme are shown below:

​

​	​	​	​	​	​
​	****	31 December	****	31 December	****
​	​	2024	​	2023	​
Weighted average %	​		​
Discount rate	****	3.5	%	3.5	%
Future salary increases	****	n/a	​	n/a	​
Future pension increases	****	2.1	%	2.3	%
Inflation	****	2.1	%	2.3	%

​

Risks

The scheme exposes the Company to a number of risks, the most significant of which are:

Asset volatility – Scheme liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this yield, this will create a reduction in the current surplus position. The scheme holds a small proportion of growth assets (equities) which, although expected to outperform corporate bonds in the long term, create volatility and risk in the short term. The allocation to growth assets is monitored to ensure it remains appropriate given the long-term scheme objectives.

Changes in bond yields – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes, although this will be partially offset by an increase in the value of the scheme’s bond holdings.

Inflation risk – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes, although this will be partially offset by an increase in the value of the scheme’s bond holdings.

Life expectancy – The majority of the scheme’s obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the liabilities.

For the Rentokil Initial Irish Pension Scheme, the expected duration is 15-16 years. F-31

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Pension benefits

The movement in the net defined benefit obligation for all Group pension schemes over the accounting period is as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	****	Fair	****	​	****	​	****	Fair	****	​
​	​	Present	​	value of	​	​	​	Present	​	value of	​	​
​	​	value of	​	plan	​	​	​	value of	​	plan	​	​
​	​	obligation	​	assets	​	Total	​	obligation	​	assets	​	Total
​	​	2024	​	2024	​	2024	​	2023	​	2023	​	2023
​	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m
At 1 January	****	(60)		35		(25)		(65)		38		(27)
Current service costs^1^	****	(1)		—		(1)		(1)		—		(1)
Interest on defined benefit obligation/asset^1^	****	(2)		1		(1)		(2)		1		(1)
Exchange difference	****	2		(2)		—		2		(1)		1
Total pension income/(expense)	****	(1)		(1)		(2)		(1)		—		(1)
Remeasurements:
– Remeasurement gain/(loss) on scheme assets	****	—		—		—		—		—		—
– Remeasurement gain/(loss) on obligation	****	—		—		—		—		—		—
Contributions:				​		​				​		​
– Employers	****	(1)		1		—		(1)		2		1
– Benefit payments	****	6		(1)		5		7		(5)		2
At 31 December	****	(56)		34		(22)		(60)		35		(25)
​	​	​	​	​	​	​	​	​	​	​	​	​
Retirement benefit obligation schemes^2^	****	(41)		16		(25)		(44)		16		(28)
Retirement benefit asset schemes^3^	****	(15)		18		3		(16)		19		3
1.	Service costs and administration expenses are charged to operating expenses, and interest cost and return on plan assets to finance cost and finance income.
---	---
2.	Benefit plans in an obligation position include plans situated in Austria, France, Germany, Hong Kong, India, Italy, Martinique, Norway, the Philippines, Saudi Arabia, South Africa, South Korea, Sri Lanka, Thailand, Trinidad and Tobago, and the UK.
---	---
3.	Benefit plans in an asset position include plans situated in Australia, Barbados, and Ireland.
---	---

Of the £56m (2023: £60m) of obligations in the table above, £17m (2023: £20m) is unfunded.

Total contributions payable to defined benefit pension schemes in 2025 are expected to be less than £1m.

The fair value of plan assets at the balance sheet date is analysed as follows:

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Equity instruments	****	3		2
Debt instruments – unquoted	****	14		15
Property	****	1		1
Other	****	16		17
Total plan assets	****	34		35

​

Where available, the fair values of assets are quoted prices (e.g. listed equity, sovereign debt, and corporate bonds). In other cases, the market value as provided by the fund managers has been used in accordance with IFRS 13 Fair Value Measurement:

●	unquoted debt instruments (level 2);
●	interest and inflation rate hedging instruments (level 2); and
---	---

F-32

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

●	pooled investment funds (level 3).

Other significant assets are valued based on observable market inputs. Other assets primarily consist of cash.

The cumulative actuarial gain recognised in the Consolidated Statement of Comprehensive Income was £34m (2023: £34m). No remeasurement gain or loss was recognised during the year (2023: £nil).

A11.  Share-based payments

Share-based compensation

The Group operates two equity-settled share-based long-term incentive plans (LTIPs): the Performance Share Plan and the Restricted Share Plan. The economic cost of awarding shares and share options to employees is recognised as an expense in the income statement, equivalent to the fair value of the benefit awarded. The fair value of the Performance Share Plan is determined by reference to option pricing models, principally stochastic and adjusted Black-Scholes models. The fair value of the Restricted Share Plan is determined by reference to an adjusted Black-Scholes model. The charge for both plans is recognised in the income statement over the vesting period of the award. At each balance sheet date, the Group revises its estimate of the number of shares that vest or options that are expected to become exercisable. Any revision to the original estimates (other than those which are a result of movements in total shareholder return (TSR)) is reflected in the income statement with a corresponding adjustment to equity immediately to the extent it relates to past service, and the remainder over the rest of the vesting period.

Performance Share Plan and Restricted Share Plan

The Company has operated a share-based incentive for senior managers worldwide since 2006, initially through a Performance Share Plan, and then in 2023 a Restricted Share Plan was introduced. The main features of the schemes are as follows:

●	For Performance Share Plan awards made in 2022, 2023, and 2024, 50% of the award is based on TSR and 50% is based on performance against certain strategic and financial measures over the vesting period.
●	For Restricted Share Plan awards made in 2023 and 2024, there are no performance conditions attached.
---	---
●	The value of dividends paid during the vesting period is paid on the number of shares that ultimately vest in the form of additional shares. For awards that are nil-cost options made prior to May 2021, this is the value of dividends between grant and exercise.
---	---

F-33

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The total charge for the year relating to equity-settled share-based payment plans was £20m (2023: £27m; 2022: £18m). This includes charges for the Performance Share Plan and Restricted Share Plan of £20m (2023: £17m; 2022: £9m). In 2022 and 2023, there were charges relating to the transfer of existing long-term incentive plans in Terminix and a non-recurring retention award totalling £9m and £10m respectively. A summary of the number of shares in active Performance Share Plans is shown below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Share options outstanding									​	Share options exercisable
​	​	​	​	​	​	​	​	​	​	​	​	Shares	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Scheme	​	Shares	​	Shares	​	Shares	​	outstanding	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares
Year	​	​	​	interest at	​	awarded	​	lapsed	​	vested	​	at	​	exercisable at	​	vested	​	exercised	​	lapsed	​	exercisable at
of	​	Vesting	​	1 January	​	during	​	during	​	during	​	31 December	​	1 January	​	during	​	during	​	during	​	31 December
Grant		Year		2024		2024		2024		2024		2024		2024		2024		2024		2024		2024
2013		2016		—	****	—	****	—	****	—	****	—	****	69	****	—	****	(69)	****	—	****	—
2014		2017		—	****	—	****	—	****	—	****	—	****	1,151,851	****	—	****	(1,151,851)	****	—	****	—
2015		2018		—	****	26,277	****	—	****	(26,277)	****	—	****	1,251,052	****	26,277	****	(94,042)	****	—	****	1,183,287
2016		2019		—	****	31,575	****	—	****	(31,575)	****	—	****	1,427,960	****	31,575	****	(35,665)	****	—	****	1,423,870
2017		2020		—	****	26,381	****	—	****	(26,381)	****	—	****	1,209,932	****	26,381	****	(62,824)	****	(1,146)	****	1,172,343
2018		2021		—	****	33,926	****	—	****	(33,926)	****	—	****	1,564,454	****	33,926	****	(80,787)	****	(2,320)	****	1,515,273
2019		2022		—	****	34,750	****	—	****	(34,750)	****	—	****	1,770,998	****	34,750	****	(286,233)	****	(667)	****	1,518,848
2020		2023		—	****	24,304	****	—	****	(24,304)	****	—	****	1,241,998	****	24,304	****	(193,231)	****	(1,666)	****	1,071,405
2021		2024		3,632,199	****	81,393	****	(1,878,836)	****	(1,834,756)	****	—	****	—	****	1,834,756	****	(813,178)	****	(130,135)	****	891,443
2022	​	2025		4,665,701	****	6,005	****	(705,299)	****	(47,415)	****	3,918,992	****	5,951	****	47,415	****	(5,951)	****	—	****	47,415
2023		2026		4,638,991	****	3,066	****	(610,615)	****	—	****	4,031,442	****	—	****	—	****	—	****	—	****	—
2024	​	2027	​	—	​	7,110,973	​	(512,191)	​	—	​	6,598,782	​	—	​	—	​	—	​	—	​	—

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Share options outstanding									​	Share options exercisable
​	​	​	​	​	​	​	​	​	​	​	​	Shares	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Scheme	​	Shares	​	Shares	​	Shares	​	outstanding	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares
Year	​	​	​	interest at	​	awarded	​	lapsed	​	vested	​	at	​	exercisable at	​	vested	​	exercised	​	lapsed	​	exercisable at
of	​	Vesting	​	1 January	​	during	​	during	​	during	​	31 December	​	1 January	​	during	​	during	​	during	​	31 December
Grant	****	Year	****	2023	****	2023	****	2023	****	2023	****	2023	****	2023	****	2023	****	2023	****	2023	****	2023
2013	​	2016	​	—	​	495	​	—	​	(495)	​	—	​	1,042,134	​	495	​	(1,032,534)	​	(10,026)	​	69
2014	​	2017	​	—	​	14,985	​	—	​	(14,985)	​	—	​	1,196,188	​	14,985	​	(59,322)	​	—	​	1,151,851
2015	​	2018	​	—	​	15,985	​	—	​	(15,985)	​	—	​	1,266,518	​	15,985	​	(31,407)	​	(44)	​	1,251,052
2016	​	2019	​	—	​	22,192	​	—	​	(22,192)	​	—	​	1,841,196	​	22,192	​	(435,337)	​	(91)	​	1,427,960
2017	​	2020	​	—	​	16,294	​	—	​	(16,294)	​	—	​	1,324,727	​	16,294	​	(129,684)	​	(1,405)	​	1,209,932
2018	​	2021	​	14,597	​	20,482	​	—	​	(35,079)	​	—	​	1,987,868	​	35,079	​	(451,341)	​	(7,152)	​	1,564,454
2019	​	2022	​	461,663	​	40,825	​	(21,670)	​	(480,818)	​	—	​	2,213,079	​	480,818	​	(919,141)	​	(3,758)	​	1,770,998
2020	​	2023	​	3,186,387	​	68,967	​	(1,141,319)	​	(2,114,035)	​	—	​	—	​	2,114,035	​	(872,037)	​	—	​	1,241,998
2021		2024	****	3,797,985		—		(165,786)		—		3,632,199		—		—		—		—		—
2022	​	2025	​	4,845,900	​	31,248	​	(205,496)	​	(5,951)	​	4,665,701	​	—	​	5,951	​	—	​	—	​	5,951
2023		2026	****	—		5,876,229		(1,179,468)		(57,770)		4,638,991		—		57,770		(57,770)		—		—

​

A summary of the number of shares in active Restricted Share plans is shown below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Share options outstanding									​	Share options exercisable
​	​	​	​	​	​	​	​	​	​	​	​	Shares	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Scheme	​	Shares	​	Shares	​	Shares	​	outstanding	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares
Year	​	​	​	interest at	​	awarded	​	lapsed	​	vested	​	at	​	exercisable at	​	vested	​	exercised	​	lapsed	​	exercisable at
of	​	Vesting	​	1 January	​	during	​	during	​	during	​	31 December	​	1 January	​	during	​	during	​	during	​	31 December
Grant		Year		2024		2024		2024		2024		2024		2024		2024		2024		2024		2024
2023		2024		195,310	****	—	****	—	****	(195,310)	****	—	****	—	****	195,310	****	(195,310)	****	—	****	—
2023		2025		88,465	****	260,000	****	(28,440)	****	—	****	320,025	****	—	****	—	****	—	****	—	****	—
2023		2026		727,645	****	170,000	****	(103,570)	****	—	****	794,075	****	—	****	—	****	—	****	—	****	—
2024		2025		—	****	149,640	****	—	****	—	****	149,640	****	—	****	—	****	—	****	—	****	—
2024		2026		—	****	282,170	****	(47,205)	****	—	****	234,965	****	—	****	—	****	—	****	—	****	—
2024		2027		—	****	914,085	****	(127,795)	****	—	****	786,290	****	—	****	—	****	—	****	—	****	—
2024		2028		—	****	90,630	****	—	****	—	****	90,630	****	—	****	—	****	—	****	—	****	—
2024		2029		—	****	90,630	****	—	****	—	****	90,630	****	—	****	—	****	—	****	—	****	—
2024		2030		—	****	90,630	****	—	****	—	****	90,630	****	—	****	—	****	—	****	—	****	—

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Share options outstanding									​	Share options exercisable
​	​	​	​	Scheme	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares	​	Shares
​	​	​	​	interest at	​	awarded	​	lapsed	​	vested	​	outstanding at	​	exercisable at	​	vested	​	exercised	​	lapsed	​	exercisable at
Year of	​	Vesting	​	1 January	​	during	​	during	​	during	​	31 December	​	1 January	​	during	​	during	​	during	​	31 December
Grant	​	Year	​	2023	​	2023	​	2023	​	2023	****	2023	​	2023	​	2023	​	2023	​	2023	​	2023
2023		2026	****	—		1,163,570		(130,820)		(21,330)		1,011,420		—		21,330		(21,330)		—		—

​ F-34

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The fair value of the 2024 awards made under the Performance Share Plan is charged to the income statement over the vesting period, based on values derived from a Monte Carlo model prepared by external remuneration consultants. This is a closed-form solution which takes account of the correlation between share price performance and the likelihood of a TSR performance condition being met. For the shares awarded in March 2024, the significant inputs into the model were a share price of 466.1p (2023: 581.4p), an expected share price volatility of 29.5% (2023: 26.3%), a median share price correlation between the companies in the comparator group of 73.1% (2023: 84.1%), and an expected life commensurate with the three-year performance/vesting period. The share price volatility assumption is based on analysis of historical daily share prices. As the awards are nil-cost (i.e. there is no exercise price), the assumed risk-free rate of return has minimal impact on the fair value of the awards. Similarly, as dividend equivalents are paid on the vesting portion of awards, the fair value of these awards is not reduced to reflect dividends paid during the vesting period. The fair value of the 2024 awards made under the Restricted Share Plan is charged to the income statement over the vesting period based on the fair value of the award on grant date.

The fair value of awards granted during 2024 was £36m (2023: £36m) and the weighted average fair value per award granted during the year was 396.3p (2023: 506.7p). The weighted average share price for options exercised in the year was 471.4p (2023: 568.6p) and the weighted average contract term remaining on shares unexercised at the year end was 535 days (2023: 497 days).

A12.  Income tax expense

The income tax expense for the period comprises both current and deferred tax. Current tax expense represents the amount payable on this year’s taxable profits and any adjustment relating to prior years. Taxable profits differ from accounting profits as some items of income or expenditure are not taxable or deductible, or may be taxable or deductible in a different accounting period. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group’s subsidiaries and associates operate and generate taxable income.

Deferred tax is an accounting adjustment to provide for tax that is expected to arise in the future due to differences between accounting and tax bases. Deferred tax is determined using tax rates that are expected to apply when the timing difference reverses based on tax rates which are enacted or substantively enacted at the balance sheet date. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or equity. In this case, the tax is also recognised in other comprehensive income or equity as appropriate.

Analysis of charge in the year:

​

​	​	​	​	​
​	****	2024	2023	2022
​	​	m	m	£m
Current tax expense	****	89	94	76
Adjustment in respect of previous periods	****	5	(8)	2
Total current tax	****	94	86	78
Deferred tax expense/(credit)	****	11	30	(3)
Deferred tax adjustment in respect of previous periods	****	(7)	(4)	(11)
Total deferred tax	****	4	26	(14)
Total income tax expense	****	98	112	64

All values are in British Pounds.

​ F-35

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated companies as follows:

​

​	​	​	​	​	​	​
​	****	2024	****	2023	****	2022
​	​	£m	​	£m	​	£m
Profit before tax	****	405		493		296
Tax calculated at domestic tax rates applicable to profits in the respective countries	****	101		123		69
Adjustment in respect of previous periods	****	(2)		(12)		(9)
Amounts not (taxable)/deductible for tax purposes – one-off and adjusting items	****	(1)		1		9
Expenses not deductible for tax purposes – other	****	6		6		3
Income not subject to tax	****	(2)		(2)		(5)
Impairment of goodwill	****	6		—		5
Deferred tax recognised on losses	****	(9)		(3)		(1)
Deferred tax impact of change in tax rates	****	(3)		—		(7)
Provisions utilised for which no deferred tax assets were recognised	****	2		—		(1)
Local business taxes	****	1		1		1
US BEAT liability	****	—		1		—
Tax credits	****	(1)		(2)		—
Other	****	—		(1)		—
Total tax expense	****	98		112		64

​

The Group’s effective tax rate (ETR) for 2024 on reported profit before tax was 24.2% (2023: 22.7%; 2022: 21.6%). This compares with a blended rate of tax for the countries in which the Group operates of 25.3% (2023: 25.1%; 2022 23.7%). The Group’s low tax rate in 2024 is primarily attributable to the recognition of deferred tax on losses of £9m (2023: £3m; 2022 £1m).

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax. The legislation is effective for the Group’s financial year beginning 1 January 2024.

The Group is in scope of the substantively enacted legislation and has undertaken an assessment of the Group’s liability to Pillar 2 income taxes for the financial year ended 31 December 2024, mainly focusing on the transitional country-by-country reporting safe harbours which apply until 2026.

Various other jurisdictions the Group operates in have also substantively enacted legislation or are intending to bring in legislation to implement Pillar 2 and domestic top-up taxes. The expectation is that there will be minimal variations between the UK legislation and other countries’ legislation as all are based on the same Organisation for Economic Co-operation and Development (OECD) Pillar 2 model rules. As such, the Group’s assessment has focused on the application of the UK multinational top-up tax to the Group.

The assessment of the potential exposure to Pillar 2 income taxes has been undertaken based on the 2024 financial data included in these Consolidated Financial Statements. Based on the assessment, the majority of the jurisdictions in which the Group operates would meet the conditions for the transitional safe harbour provisions and would not require full Pillar 2 calculations, nor is a top-up tax charge levied. The Pillar 2 effective tax rates in most of the jurisdictions in which the Group operates are above 15% (calculated under the safe harbour provisions). However, there are a limited number of jurisdictions where the transitional safe harbour relief does not apply and for a small number of these the Pillar 2 effective tax rate is close to 15%. The aggregate of the top-up tax charge for those countries is immaterial (less than £1m).

The Group continues to monitor developments in the implementation of the Pillar 2 rules in the UK and other relevant jurisdictions as the Pillar 2 legislation and guidance evolve.

A tax charge of £6m has been recognised in other comprehensive income (2023: £6m credit; 2022 £11m credit), which mainly relates to the recognition of a deferred tax liability on the cash flow hedge and cost of hedging reserves recorded within other comprehensive income.

​ F-36

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

A13.  Current tax liabilities

Tax liabilities are classified as current liabilities unless there is a right to defer the payment of the liability for at least one year after the balance sheet date. As at 31 December 2024, all the Group’s tax liabilities have been classified as current as there is no legally enforceable right to defer payment for more than 12 months.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the asset and liability, and there is an intention to either settle on a net basis or to realise the asset and settle the liability simultaneously.

Where required by accounting standards, management establishes provisions for uncertain tax positions on the basis of amounts expected to be paid to the tax authorities. The Group’s current tax liabilities reflect management’s best estimate of the future amounts of corporation tax that will be settled.

The Group is subject to income taxes in numerous jurisdictions. There are various uncertainties relating to the determination of its tax liabilities where the ultimate tax liability cannot be known until a resolution has been reached with the relevant tax authority, or the issue becomes time-barred. Issues can take many years to resolve and therefore assumptions on the likely outcome have to be made by management.

Each country and tax risk is considered separately when deciding whether it is appropriate to set up an uncertain tax provision. If risks are considered to be linked, the Group will consider the tax treatment in aggregate where appropriate.

This assessment of uncertain tax positions is based on management’s interpretation of relevant tax rules and decided cases, external advice obtained, the statute of limitations and the status of the negotiations, and past experience with tax authorities. In evaluating whether a provision is needed, it is assumed that tax authorities have full knowledge of the facts and circumstances applicable to each issue.

Tax provisions can be built up over a number of years, but in the year of resolution there could be adjustments to these provisions which could have a material positive or negative impact on the tax charge for a particular year. The settlement of a significant issue could also have a material impact on the amount of cash tax payable in any one year. Judgement is required in determining the worldwide provision for income taxes, particularly in relation to the pricing of intra-group goods and services as well as debt financing.

The majority of the tax provisions relate to transfer pricing exposures where the Group faces a number of risks in jurisdictions around the world, and is subject to audits by tax authorities in the territories in which it operates. These tax audits have an uncertain outcome and can take several years to resolve, which in some cases may be dependent on litigation. The actual outcome could vary from management’s estimates, but these are updated at each reporting period in the light of the latest available information.

Total uncertain tax provisions (including interest thereon) amounted to £38m as at 31 December 2024 (2023: £41m). Included within this amount is £5m (2023: £5m) in respect of interest arising on tax provisions, which is included within other payables. These tax provisions relate to multiple issues across the countries in which the Group operates. The net decrease in the provisions for the year is mainly attributable to issues which have been settled in the year or have become statute-barred.

The cash tax paid for the year was £87m (2023: £100m). The decrease was attributable to a reduction in cash tax payments in line with Group profits and one - off tax repayments received in 2024. The cash tax paid is expected to increase in future periods in line with Group profits. F-37

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

A14.  Deferred income tax

Deferred income tax is provided on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities in transactions other than a business combination that at the time of the transactions affects neither the accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred income tax is determined using tax rates (and laws) that have been enacted (or substantively enacted) at the balance sheet date, and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax balances are not discounted.

Deferred tax assets and liabilities are offset against each other when the timing differences relate to income taxes levied by the same tax authority on an entity or different entities which are part of a tax consolidation and there would be the intention to settle on a net basis.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. The amount of deferred tax assets recognised at each balance sheet date is adjusted to reflect changes in management’s assessment of future taxable profits. In recognising the deferred tax asset in respect of losses, management has estimated the quantum of future taxable profits, applying a risk weighting to future profits to reflect the uncertainties.

The movement on the deferred income tax account is as follows:

​

​	​	​	​
​	​	2024	2023
​	****	m	£m
At 1 January	****	(474)	(470)
Exchange differences	****	(8)	25
Impact of acquisition of companies and businesses	****	19	(8)
(Charged)/credited to the income statement	****	(4)	(26)
(Charged)/credited to other comprehensive income	​	(7)	4
(Charged)/credited to equity	****	(3)	1
At 31 December	****	(477)	(474)
Deferred taxation has been presented on the balance sheet as follows:
Deferred tax asset within non-current assets	****	34	43
Deferred tax liability within non-current liabilities	****	(511)	(517)
​	****	(477)	(474)

All values are in British Pounds.

​ F-38

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The major components of deferred tax assets and liabilities at the year end and their changes during the year (without taking into consideration the offsetting of balances within the same tax jurisdiction) are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Customer	****	Accelerated	****	​	****	​	****	​	****	​	****	​	****	​
​	​	lists/	​	tax	​	​	​	IFRS 15	​	Tax	​	Share-based	​	​	​	​
​	​	intangibles	​	depreciation	​	Provisions	​	Contacts	​	losses	​	payments	​	Other^2^	​	Total
​	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m
At 1 January 2023	​	(572)		(75)		171		(33)		23		16		—		(470)
Exchange differences		26	​	3	​	(7)	​	2	​	—	​	—	​	1	​	25
Recognised in income statement		2	​	(12)	​	(15)	​	(10)	​	7	​	(2)	​	4	​	(26)
Recognised in other comprehensive income		—	​	—	​	—	​	—	​	8	​	—	​	(4)	​	4
Recognised in equity		—	​	—	​	—	​	—	​	—	​	1	​	—	​	1
Impact of business combinations		(8)	​	—	​	—	​	—	​	—	​	—	​	—	​	(8)
At 31 December 2023		(552)	​	(84)	​	149	​	(41)	​	38	​	15	​	1	​	(474)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 1 January 2024	****	(552)	****	(84)	****	149	****	(41)	****	38	****	15	****	1	****	(474)
Exchange differences	​	(11)	​	(1)	​	6	​	(2)	​	—	​	—	​	—	​	(8)
Recognised in income statement	​	(4)	​	4	​	8	​	(19)	​	3	​	1	​	3	​	(4)
Recognised in other comprehensive income	****	—	​	—	​	—	​	—	​	—	​	—	​	(7)	​	(7)
Recognised in equity	****	—	​	—	​	—	​	—	​	—	​	(3)	​	—	​	(3)
Impact of business combinations^1^	****	24	​	—	​	(7)	​	2	​	—	​	—	​	—	​	19
At 31 December 2024	****	(543)	​	(81)	​	156	​	(60)	​	41	​	13	​	(3)	​	(477)
1.	Deferred tax liabilities have been adjusted in 2024 by a decrease of £28m relating to the Terminix acquisition with a corresponding reduction in goodwill.
---	---
2.	Included within other deferred tax assets/liabilities are retirement benefits and unremitted earnings from subsidiaries.
---	---

A deferred tax asset of £41m has been recognised in respect of losses which are expected to be utilised within 10 years (2023: £38m), of which £30m (2023: £28m) relates to UK losses carried forward at 31 December 2024. This amount has been calculated by estimating the future UK taxable profits, against which the UK tax losses will be utilised, progressively risk-weighted, and applying the tax rates (substantively enacted as at the balance sheet date) applicable for each year. A deferred tax asset is now recognised on all the UK tax losses (2023: £34m unrecognised).

The estimates of future profits are based on management’s financial forecasts which are used to support other aspects of the Financial Statements, such as impairment testing. At the balance sheet date, the Group had tax losses of £242m (2023: £169m) on which no deferred tax asset is recognised because it is not considered probable that future taxable profits will be available in certain jurisdictions to be able to benefit from those tax losses. Of the losses, £203m (2023: £95m) will expire at various dates between 2025 and 2045.

In addition, the Group has UK capital losses carried forward of £276m (2023: £276m) on which no deferred tax asset is recognised. These losses have no expiry date, but management considers the future utilisation of these losses to be unlikely.

Dividends received from subsidiaries are largely exempt from UK taxation but may be subject to dividend withholding or other taxes levied by the overseas tax jurisdictions in which the subsidiaries operate. A deferred tax liability of £3m (2023: £4m) has been recognised in respect of this liability as it is anticipated that these profits will be distributed to the UK in the foreseeable future. At the balance sheet date, there is no material unprovided deferred tax liability were overseas earnings to be distributed to the UK.

The Company is within the scope of the OECD Pillar 2 model rules. Pillar 2 legislation was enacted in the United Kingdom, the jurisdiction in which the Group’s ultimate parent entity is incorporated, and is in effect from 1 January 2024. The Company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar 2 income taxes, as provided in the amendments to IAS 12 issued in May 2023. Further information about Pillar 2 legislation can be found in the Notes to the Consolidated Financial Statements in Note A12.

​ F-39

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

​

B. Investing

B1. Business combinations

All business combinations are accounted for using the purchase method (acquisition accounting) in accordance with IFRS 3 Business Combinations. The cost of a business combination is the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued by the Group. The cost of a business combination is allocated at the acquisition date by recognising the acquiree’s identifiable assets, liabilities, and contingent liabilities that satisfy the recognition criteria at their fair values. Any excess of the purchase price over the fair value of the identifiable assets and liabilities is recognised as goodwill. The acquisition date is the date on which the acquirer effectively obtains control of the acquiree.

An intangible asset is recognised if it meets the definition under IAS 38 Intangible Assets. The intangible assets arising on acquisition are goodwill, customer lists, and brands. Goodwill represents the synergies, workforce, and other benefits expected as a result of combining the respective businesses. Customer lists and brands are recognised at their fair value at the date of acquisition using an income-based approach, which involves the use of assumptions including customer termination rates, profit margins, contributory asset charges, and discount rates.

At the date of acquisition, deferred and contingent consideration represents its fair value, with subsequent changes after the measurement period being recognised in the income statement. Costs directly attributable to business combinations are charged to the income statement as incurred and presented as one-off and adjusting items.

Disclosures required by IFRS 3 Business Combinations are provided separately for those individual acquisitions that are considered to be material, and in aggregate for individually immaterial acquisitions. An acquisition would generally be considered individually material if the impact on the Group’s revenue and Adjusted Operating Profit measures (on an annualised basis) is greater than 5%, or the impact on goodwill is greater than 10% of the closing balance for the period. There were no individually material acquisitions in the year.

During the year, the Group purchased 100% of the share capital or trade and assets of 36 companies and businesses (2023: 41). The total consideration in respect of these acquisitions was £182m (2023: £261m), and the cash outflow from current and past period acquisitions net of cash acquired was £172m (2023: £242m).

Goodwill on all acquisitions represents the synergies and other benefits expected to be realised from integrating acquired businesses into the Group, such as improved route density, expansion in use of best-in-class digital tools, and back office synergies. Details of goodwill and the fair value of net assets acquired in the year are as follows:

​

​	​	​	​	​
​	​	2024	​	2023
​	​	£m	​	£m
Purchase consideration			​
– Cash paid	****	115	​	203
– Deferred and contingent consideration	****	67	​	58
Total purchase consideration	****	182	​	261
Fair value of net assets acquired	****	(51)	​	(88)
Goodwill from current-year acquisitions	****	131	​	173
Goodwill expected to be deductible for tax purposes	​	84	​	76

​ F-40

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Deferred consideration of £35m and contingent consideration of £32m are payable in respect of the above acquisitions (2023: £15m and £43m respectively). Contingent consideration is payable based on a variety of conditions, including revenue and profit targets being met. Amounts for both deferred and contingent consideration are payable over the next five years. The Group has recognised contingent and deferred consideration based on fair value at the acquisition date. A range of outcomes for contingent consideration payments cannot be estimated due to the variety of performance conditions and the volume of businesses the Group acquires. During the year, there were releases of contingent consideration liabilities not paid of £7m (2023: £nil).

The fair values^6^ of assets and liabilities arising from acquisitions in the year are as follows:

​

​	​	​	​	​
​	​	2024	​	2023
​	​	£m	​	£m
Non-current assets			​
– Intangible assets^1^	****	56	​	80
– Property, plant and equipment^2^	****	11	​	12
Current assets^3^	****	27	​	22
Current liabilities^4^	****	(23)	​	(12)
Non-current liabilities^5^	****	(20)	​	(14)
Net assets acquired	****	51	​	88
1.	Includes £46m (2023: £69m) of customer lists and £10m (2023: £11m) of other intangibles.
---	---
2.	Includes £4m (2023: £1m) of ROU assets.
---	---
3.	Includes cash acquired of £2m (2023: £8m), inventory of £11m (2023: £2m), and trade and other receivables of £14m (2023: £12m).
---	---
4.	Includes trade and other payables of £23m (2023: £10m).
---	---
5.	Includes £9m of deferred tax liabilities relating to acquired intangibles (2023: £12m), lease liabilities of £4m (2023: £1m), and other liabilities of £7m (2023: £1m).
---	---
6.	The fair values of assets and liabilities from acquisitions in the current year will be finalised in the 2025 Financial Statements. These fair values are provisional as the acquisition accounting has not yet been finalised, primarily due to the proximity of many acquisitions to the year end.
---	---

During the year, there were adjustments to the accounting of prior-year acquisitions resulting in a decrease in goodwill of £19m offset by a reduction in deferred tax liabilities of £28m, and a reduction in customer lists of £9m.

The cash outflow from current and past acquisitions is as follows:

​

​	​	​	​	​
​	​	2024	​	2023
​	​	£m	​	£m
Total purchase consideration	****	182	​	261
Consideration payable in future periods	****	(67)	​	(58)
Purchase consideration paid in cash	****	115	​	203
Cash and cash equivalents in acquired companies and businesses	****	(2)	​	(8)
Cash outflow on current period acquisitions	****	113	​	195
Deferred and contingent consideration paid	****	59	​	47
Cash outflow on current and past acquisitions	****	172	​	242

​

From the dates of acquisition to 31 December 2024, new acquisitions contributed £68m to revenue and £1m to operating profit (2023: £75m and £10m respectively). F-41

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

If the acquisitions had occurred on 1 January 2024, the revenue and operating profit of the combined Group would have amounted to £5,492m and £551m respectively (2023: £5,414m and £628m respectively).

​

B2. Intangible assets

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses, where applicable.

A breakdown of intangible assets is as shown below:

​

​	​	​	​	​	​	​	​	​
​	​	​	Customer	Indefinite-lived	Other	Product	Computer	​
​	​	Goodwill	lists	brands	intangibles	development	software	Total
​	****	m	m	m	m	m	m	£m
Cost	​	​	​	​	​	​	​	​
At 1 January 2023		5,165	1,473	1,185	81	55	206	8,165
Exchange differences		(269)	(70)	(58)	(5)	—	(3)	(405)
Additions		—	—	—	—	10	34	44
Disposals/retirements		(2)	(15)	—	(12)	—	(8)	(37)
Acquisition of companies and businesses		172	69	—	11	—	—	252
Hyperinflationary adjustment		14	3	—	1	—	—	18
At 31 December 2023		5,080	1,460	1,127	76	65	229	8,037
At 1 January 2024	****	5,080	1,460	1,127	76	65	229	8,037
Exchange differences	****	50	(13)	18	—	—	(1)	54
Additions	****	—	—	—	—	9	46	55
Disposals/retirements	****	—	(22)	—	(2)	—	(22)	(46)
Acquisition of companies and businesses	****	113	37	—	10	—	—	160
Hyperinflationary adjustment	****	10	4	—	1	—	—	15
At 31 December 2024	****	5,253	1,466	1,145	85	74	252	8,275
Accumulated amortisation and impairment		​	​	​	​	​	​	​
At 1 January 2023		(65)	(573)	—	(44)	(37)	(143)	(862)
Exchange differences		12	26	—	2	—	3	43
Disposals/retirements		2	15	—	12	—	7	36
Hyperinflationary adjustment		(10)	(1)	—	—	—	—	(11)
Impairment charge		(3)	(1)	—	—	—	—	(4)
Amortisation charge		—	(155)	—	(9)	(7)	(26)	(197)
At 31 December 2023		(64)	(689)	—	(39)	(44)	(159)	(995)
At 1 January 2024	****	(64)	(689)	—	(39)	(44)	(159)	(995)
Exchange differences	****	4	14	—	—	—	1	19
Disposals/retirements	****	—	22	—	2	—	20	44
Hyperinflationary adjustment	​	(8)	(2)	—	—	—	—	(10)
Impairment charge	****	(28)	—	—	—	(2)	—	(30)
Amortisation charge	****	—	(152)	—	(9)	(8)	(26)	(195)
At 31 December 2024	****	(96)	(807)	—	(46)	(54)	(164)	(1,167)
Net book value
At 1 January 2023		5,100	900	1,185	37	18	63	7,303
At 31 December 2023		5,016	771	1,127	37	21	70	7,042
At 31 December 2024	****	5,157	659	1,145	39	20	88	7,108

All values are in British Pounds.

​

​ F-42

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

The main categories of intangible assets are as follows:

Intangible assets-finite useful lives

Intangible assets with finite useful lives are initially measured at either cost or fair value and amortised on a straight-line basis over their useful economic lives, which are reviewed on an annual basis. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may exceed its recoverable amount. The fair value attributable to intangible assets acquired through a business combination is determined by discounting the expected future cash flows to be generated from that asset at the risk-adjusted weighted average cost of capital for the Group. The residual values of intangible assets are assumed to be £nil.

The estimated useful economic lives of intangible assets are as follows:

​

​	​	​
Customer lists:		3 to 15 years
Other intangibles:	​	2 to 15 years
Product development:	​	2 to 5 years
Computer software:	​	3 to 5 years

​

The following are the main categories of intangible assets with finite useful lives:

(a) Customer lists

Customer lists are acquired as part of business combinations. No value is attributed to internally generated customer lists.

(b) Other intangibles

Other intangibles consists of brands with finite useful lives and intellectual property. Brands are acquired as part of business combinations. No value is attributed to internally generated brands as expenditure incurred to develop, maintain, and renew brands internally is recognised as an expense in the period incurred. Intellectual property costs are incurred in acquiring and maintaining patents and licences. These are recognised only if the cost can be measured reliably, and they are expected to generate economic benefits beyond one year, in excess of their cost.

(c) Product development

Costs incurred in the design and testing of new or improved products are recognised as intangible assets only if the cost can be measured reliably, and it is probable that the project will be a success considering its commercial and technological feasibility. Capitalised product development expenditure is measured at cost less accumulated amortisation.

Other development expenditure and all research expenditure are recognised as an expense as incurred and amount to £4m in the year (2023: £2m).

Development costs recognised as an expense are never reclassified as an asset in a subsequent period. Development costs that have been capitalised are amortised from the date the product is made available.

(d) Computer software

Costs that are directly associated with the production of identifiable and unique software products that are controlled by the Group (including employee costs and external software development costs) are recognised as intangible assets, if they are expected to generate economic benefits beyond one year in excess of their cost. Purchased computer software is initially recognised based on the costs incurred to acquire and bring it into use.

Costs associated with maintaining computer software are recognised as an expense in the period in which they are incurred. F-43

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Intangible assets-indefinite useful lives

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired business at the date of acquisition. It is recognised as an intangible asset. Goodwill arising on the acquisition of an associate is included in investments in associates.

(b) Brands with indefinite useful lives

Brands with indefinite useful lives are acquired as part of business combinations. No value is attributed to internally generated brands as expenditure incurred to develop, maintain, and renew brands internally is recognised as an expense in the period incurred.

The Terminix US and Terminix International brands are considered to have indefinite useful lives due to their long history in the US (being founded in 1927) and having a strong brand equity in the US for much of their history and now internationally. The Group plans to continue to support and invest in the Terminix brand; it controls all the associated assets that support the underlying business, and therefore it is considered that there is no foreseeable limit on the period over which these brands will continue to generate net cash inflows.

Goodwill and brands with indefinite useful lives are tested annually for impairment and carried at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs) identified according to country of operation and reportable business unit. The way in which CGUs are identified has not changed from prior periods. Newly acquired entities might be a single CGU until such time that they can be integrated. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

The recoverable amount of a CGU is determined based on the higher of value-in-use calculations using cash flow projections, and fair value less costs to sell. The cash flow projections in year one are based on financial budgets approved by management, which are prepared as part of the Group’s normal planning process. Cash flows for years two to five use management’s expectation of revenue growth and operating profit margin, based on past experience and expectations regarding future performance and profitability for each CGU. Cash flows beyond the five-year period are extrapolated using estimated long-term growth rates (LTGR).

Cash flow projections included in the impairment review models include management’s view of the impact of climate change, including costs related to the effects of climate change, as well as the future costs of the Group’s commitment to reach net zero by 2040 and costs of compliance with current legal requirements. The potential increased costs, to meet these commitments less any benefits that may occur, are not expected to be material and therefore have not resulted in any impairments during 2024.

A breakdown of goodwill by region is shown below:

​

​	​	​	​	​
​	​	2024	​	2023
​	​	£m	​	£m
North America^1^	****	4,528		4,376
International	​	​	​	​
Europe (incl. LATAM)	****	223		243
UK & Sub-Saharan Africa	****	110		97
Asia & MENAT	****	183		189
Pacific	****	113		111
Sub-total International	​	629	​	640
Total	****	5,157		5,016
1.	Includes £4,420m (2023: £4,285m) relating to the US Pest Control CGU (which is combined with the US Terminix CGU from 1 January 2024).
---	---

F-44

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Impairment tests for goodwill and brands with indefinite useful lives

For the India and Argentina CGUs, a fair value less costs to sell approach has been taken to support the carrying value of goodwill. All other CGUs were supported through the value-in-use approach. During the year, the Group recognised total goodwill impairments of £28m (2023: £3m) relating to Argentina, Brazil, Hong Kong, Israel, and Lebanon. For all other goodwill and indefinite-lived brands balances, it can be demonstrated that there is sufficient headroom in the recoverable amount of the CGU goodwill balances based on the assumptions made, and there is no reasonably likely scenario under which material impairment could be expected to occur in the next 12 months based on the testing performed.

The key assumptions used by individual CGUs for value-in-use calculations were:

​

​	​	​	​	​	​	​	​	​	​
​	****	2024 long-term	****	2024 pre-tax	****	2023 long-term	****	2023 pre-tax	****
​	​	growth rate^1^	​	discount rate	​	growth rate^1^	​	discount rate	****
North America^2^	****	2.0 – 2.1	%	8.5 – 8.7	%	2.0–2.1	%	9.8–12.4	%
International	​	​	​	​	​	​	​	​	​
Europe (incl. LATAM)	****	1.7 – 3.0	%	8.0 – 17.1	%	1.6–3.0	%	8.9–17.8	%
UK & Sub-Saharan Africa	****	2.0	%	9.3 – 11.1	%	2.0	%	10.5–12.0	%
Asia & MENAT	****	2.0 – 4.0	%	7.7 – 14.1	%	2.0–4.0	%	8.9–15.6	%
Pacific	****	2.0 – 2.5	%	10.3 – 10.9	%	2.0–2.6	%	11.3–12.1	%
1.	Source: imf.org.
---	---
2.	The US Terminix and US Pest Control CGUs combined into a single CGU during 2024. Key assumptions used by the combined US Pest Control CGU were a long-term growth rate of 2.1% (2023: 2.1%) and a pre-tax discount rate of 8.7% (2023: 10.1%). For the combined US Pest Control CGU, the recoverable amount exceeds the carrying amount by £3,060m (2023: £2,869m).
---	---

The growth rates used by individual CGUs are based on the LTGR predicted for the relevant sector and country in which a business operates. They do not exceed the long-term average growth rate for that industry or country. The pre-tax discount rates are internally calculated weighted average cost of capital for each category and country. The pre-tax discount rates are based on current prices, therefore future cash flow projections include inflation-linked measures.

​

​ F-45

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

B3. Property, plant and equipment

Property, plant and equipment is stated at historic cost less depreciation with the exception of freehold land and assets under construction which are not depreciated. Historic cost includes expenditure that is directly attributable to the acquisition of the items.

A breakdown of property, plant and equipment is shown below:

​

​	​	​	​	​	​	​	​	​	​	​
​	****	​	****	Service	****	​	****	Vehicles	****	​
​	​	Land and	​	contract	​	Other plant	​	and office	​	​
​	​	buildings	​	equipment	​	and equipment	​	equipment	​	Total
​	​	£m	​	£m	​	£m	​	£m	​	£m
Cost
At 1 January 2023		127		587		215		255		1,184
Exchange differences		(7)		(20)		(5)		(15)		(47)
Additions		7		123		14		23		167
Disposals		(9)		(77)		(9)		(25)		(120)
Acquisition of companies and businesses		—		1		1		8		10
Hyperinflationary adjustment	​	4	​	—	​	—	​	1	​	5
Reclassification from IFRS 16 ROU assets^1^		—		—		—		8		8
At 31 December 2023		122		614		216		255		1,207
At 1 January 2024	****	122	****	614	****	216	****	255	****	1,207
Exchange differences	****	(3)	****	(31)	****	(8)	****	(5)	****	(47)
Additions	****	7	****	126	****	14	****	24	****	171
Disposals	****	(4)	****	(98)	****	(16)	****	(51)	****	(169)
Acquisition of companies and businesses	****	1	****	1	****	—	****	5	****	7
Hyperinflationary adjustment	​	1	​	—	​	—	​	1	​	2
Reclassification from IFRS 16 ROU assets^1^	****	—	****	—	****	—	****	8	****	8
At 31 December 2024	****	124	****	612	****	206	****	237	****	1,179
Accumulated depreciation and impairment
At 1 January 2023		(44)		(356)		(151)		(138)		(689)
Exchange differences		2		14		5		7		28
Disposals		4		75		8		22		109
Hyperinflationary adjustment		(1)	​	—	​	—	​	(1)	​	(2)
Depreciation charge		(5)		(102)		(15)		(32)		(154)
At 31 December 2023		(44)		(369)		(153)		(142)		(708)
At 1 January 2024	****	(44)	****	(369)	****	(153)	****	(142)	****	(708)
Exchange differences	****	(1)	****	20	****	7	****	3	****	29
Disposals	****	3	****	96	****	16	****	46	****	161
Depreciation charge	****	(5)	****	(108)	****	(14)	****	(32)	****	(159)
At 31 December 2024	****	(47)	****	(361)	****	(144)	****	(125)	****	(677)
Net book value
At 1 January 2023		83		231		64		117		495
At 31 December 2023		78		245		63		113		499
At 31 December 2024		77	****	251	****	62	****	112	****	502
1.	Certain leased assets become owned assets at the end of their lease period and are therefore reclassified from ROU assets (Note B4).
---	---

F-46

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Depreciation of assets is calculated using the straight-line method to allocate the difference between their cost and their residual values over their estimated useful lives, as follows:

​

Freehold buildings:		50 to 100 years
Leasehold improvements:	​	Shorter of the lease term or estimated useful life
Vehicles:	​	4 to 10 years
Plant and equipment (including service contract equipment):	​	3 to 10 years
Office equipment, furniture, and fittings:	​	3 to 10 years

​

Residual values and useful lives of assets are reviewed annually and amended as necessary. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the fixed asset may exceed its recoverable amount. There were no impairments in the year (2023: £nil).

When assets are sold, the gain or loss between sale proceeds and net book value is recognised in the income statement.

The category of service contract equipment represents the pool of assets used by the Group in delivering contracted services to customers. Land and buildings comprise mainly offices and warehouses.

B4. Leases

The Group leases land and buildings, vehicles, and other equipment. The lease durations vary from lease to lease according to the asset leased and local practices. Some of the Group’s leases have extension and termination options attached to them. Lease extension options and lease termination options are only included in the calculation of the lease liability if there is reasonable certainty that they will be exercised. Judgement is required to determine the level of certainty.

The value of leases to which the Group is committed but have not yet commenced is not material.

A breakdown of the right-of-use (ROU) assets is shown below:

​

​	​	​	​	​	​	​	​	​
​	****	Land and	****	****	****	Other	****	****
​	​	buildings	​	Vehicles	​	equipment	​	Total
​	​	£m	​	£m	​	£m	​	£m
Net book value
At 1 January 2023		182		266		1		449
Exchange differences		(8)		(11)		—		(19)
Additions		63		91		1		155
Disposals		(3)		(3)		—		(6)
Acquisition of companies and businesses		1		—		—		1
Depreciation charge		(57)		(62)		(1)		(120)
Reclassification to property, plant and equipment^1^		—		(8)		—		(8)
At 31 December 2023		178		273		1		452
​	​	​	​	​	​	​	​	​
At 1 January 2024	****	178	****	273	****	1	****	452
Exchange differences	****	(2)	****	—	****	—	****	(2)
Additions	****	61	****	83	****	—	****	144
Disposals	****	(2)	****	(4)	****	—	****	(6)
Acquisition of companies and businesses	****	4	****	—	****	—	****	4
Depreciation charge	****	(57)	****	(65)	****	(1)	****	(123)
Reclassification to property, plant and equipment^1^	****	—	****	(8)	****	—	****	(8)
At 31 December 2024	****	182	****	279	****	—	****	461
1.	Certain leased assets become owned assets at the end of their lease period and are therefore reclassified to property, plant and equipment (Note B3).
---	---

F-47

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

Analysis of the Group’s lease liabilities is shown below:

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
At 1 January		445		460
Exchange differences		(1)		(20)
Lease payments		(169)		(182)
Interest		24		25
Additions		142		161
Acquisition of companies and businesses		4		1
At 31 December		445		445
Analysed as follows:	​	​	​	​
Non-current		315		318
Current		130		127
Total	****	445	****	445

​

Lease liabilities analysed by currency:

​

​	​	​	​
​	​	2024	2023
​	****	m	£m
Pound sterling	****	43	34
Euro	****	75	63
US dollar	****	267	289
Other currencies	****	60	59
At 31 December	****	445	445

All values are in British Pounds.

​

Lease liabilities are payable as follows:

​

​	​	​	​	​
​	​	2024	​	2023
​	​	£m	​	£m
Less than one year		150		146
Between one and five years		289		298
More than five years		65		72
Future minimum payments		504		516
Effect of discounting		(59)		(71)
Carrying value		445		445

​

Other lease costs not already described are set out below:

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Expenses relating to short-term leases		25		14
Expenses relating to leases of low-value assets		5		8
Expenses relating to variable lease payments		3		2
At 31 December		33		24

​

The Group has no material arrangements where it acts as a lessor.

​ F-48

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

B5. Capital commitments

Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Property, plant and equipment	****	31		22
Intangible assets	****	2		3
Total	****	33		25

​

​

​

B6. Investments in associated undertakings

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Interest in Nippon Calmic Limited	****	25		31
Interest in individually immaterial associated undertakings	****	12		13
At 31 December	****	37		44

​

Nippon Calmic Limited

Nippon Calmic Limited is an associated undertaking in Japan which provides hygiene services, in which the Group has a 49% interest.

​

The associate is unlisted and the investment value is shown below.

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
At 1 January	​	31	​	32
Exchange differences	****	(2)		(4)
Share of profit^1^	****	6		7
Dividends received	****	(10)		(4)
At 31 December	****	25		31
1.	Share of profit is net of tax of £3m (2023: £4m).
---	---

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Assets	****	Liabilities	****	Revenue	****	Profit	****	Assets		Liabilities		Revenue		Profit
​	​	2024	​	2024	​	2024	​	2024	​	2023	​	2023	​	2023	​	2023
​	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m	​	£m
Nippon Calmic Ltd (49%)	****	58	​	(32)	​	52	​	6		60	​	(28)	​	54	​	7

​

Individually immaterial associates

In addition to the interest in associates disclosed above, the Group also has interests in a number of individually immaterial associates that are accounted for using the equity method.

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
At 1 January	​	13	​	31
Exchange differences	****	(1)		(1)
Disposals	​	—	​	(19)
Share of profit	****	1		2
Dividends received	****	(1)		—
At 31 December	****	12		13

​

There was no unrecognised share of losses related to associates (2023: £nil). F-49

Table of Contents

Notes to the Consolidated Financial Statements

continued

​

C. Financing

C1. Financial risk management

The Group’s central treasury function manages cash, borrows on behalf of the Group, and provides finance to Group companies in their local currencies. Treasury activity is governed by a Treasury Committee, which is chaired by the Chief Financial Officer.

The main financial risks faced by the Group are set out below.

(a) Liquidity risk

The Group is committed to ensuring it has sufficient liquidity to meet its business needs, and appropriate reserves to cover operational underperformance or dislocation in the financial markets. It is the Group’s policy to have headroom of unrestricted cash and available committed facilities of at least £600m, and the Treasury Committee manages financing requirements and associated headroom at least 12 months forward. Available commitments of $1,000m (£799m) under the Group’s committed debt facilities, and $50m (£40m) term loan facility maturing May 2025, together with unrestricted cash of £357m, gives the Group combined headroom of £1,196m at 31 December 2024 (2023: £1,603m).

The Group’s debt facilities have no financial covenants and the Group is compliant with other terms, conditions, and undertakings of its debt facilities.

The Group targets an investment grade credit rating for debt issuance of BBB over the medium term. Both S&P Global (S&P) and Fitch Ratings (Fitch) rated the Group BBB. In line with ratings criteria, debt maturities are covered at least 12 months in advance using available cash or committed facilities, or by issuance of new debt. Management maintains an active dialogue with both S&P and Fitch, as well as the Group’s relationship banks, to ensure that any changes to the Group’s financing and acquisition strategies are understood.

The Group has one debt maturity of $700m falling due in October 2025. The Group has sufficient headroom to cover this maturity without issuing new debt.

The €500m bond due May 2026, and the €600m bond due October 2028, issued under the Group’s Euro Medium-Term Notes (EMTN) Programme, contain a coupon step-up which increases the coupon payable by 1.25% in the event that the Group is downgraded to BB+ or below (sub-investment grade). The Group’s bonds may be called by their investors at par in the event of a change of control of the Group. They may also be called within 120 days if the Group’s debt is downgraded below investment grade, or if the rating is withdrawn and the rating agency confirms in writing, either publicly or to the Group or the Trustee, that the rating action occurred either wholly or in part due to a change of control. All other bonds issued under the EMTN Programme do not contain the coupon step-up.

(b) Credit risk

The Group has no significant concentration of credit risk. Sales are typically low-value, high-volume, spreading the risk across a large number of customers and geographies. Policies are in place to ensure that credit sales are only made to customers with an appropriate credit history. The Group operates in some territories where there is increased exposure to trade credit risks, and in those territories the Group puts in place appropriate measures to manage its credit risk exposure.

In order to protect the liquid assets and funding relationships of the Group, management aims to maintain banking relationships with counterparties that carry a long-term credit rating of at least A-, or equivalent rating with one of the major credit rating agencies. In countries where no banks are rated A- or above, balances are monitored monthly and kept to a minimum. In addition, funds held with all counterparties are subject to limits. All exposures are monitored and reported to the Treasury Committee each month. The Group also monitors its lenders’ creditworthiness to ensure commitments under its facilities are available as needed.

At 31 December 2024, the Group had a total of £13m of cash held on bank accounts with banks rated below A- (2023: £16m). The highest concentration with any single bank rated below A- was £1m (2023: £1m). F-50

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Notes to the Consolidated Financial Statements

continued

​

(c) Market risk

Foreign exchange risk

The Group’s worldwide operations generate profits and cash flows in foreign currencies. Sales and purchases are typically denominated in the currency of the country in which they are transacted, and the Group’s cross-border procurement is considered insignificant. Sterling-denominated profits from UK operations are exceeded by sterling-denominated Group central costs. This means that approximately 112% of Group operating profit is generated in foreign currencies.

The Group’s primary exposure to foreign exchange risk is in relation to the translation of assets and liabilities, and the Group aims to hold debt in currencies in proportion to its forecast foreign currency profits and cash flows. Foreign exchange derivatives are used to manage foreign currency exposures in excess of £10m that are not covered by debt or assets in the same (or another highly correlated) currency, as long as it makes sense from an economic perspective to do so. The Treasury Committee monitors foreign exchange exposures on a monthly basis. Dealing in foreign exchange products is controlled by dealing mandates approved by the Treasury Committee, and all foreign exchange transactions are covered by ISDA documentation.

The most significant foreign currency groups are US dollars and euros, which make up 60% and 33% of Group operating profit respectively.

At 31 December 2024, the Group’s net debt was approximately 63% US dollar (2023: 74%), 26% euro (2023: 28%), and 11% debt in other currencies, including sterling (2023: 2% cash). The translation of the interest element of US dollar and euro debt provides a partial income statement offset to the translation of earnings.

The Group calculates a hypothetical foreign exchange impact on the income statement and foreign currency translation of net investments in foreign subsidiaries for a 10% movement in foreign exchange rates. The Group’s principal foreign currency exposure is the US dollar. For US dollars, a 10% movement in £/$ would result in a £30m increase/decrease (2023: £35m) in operating profit, offset by a £10m decrease/increase (2023: £12m) in interest payable and a £372m increase/decrease (2023: £349m) in other comprehensive income. A 10% movement in £/€ would result in a £17m increase/decrease (2023: £16m) in operating profit, offset by a £4m decrease/increase (2023: £5m) in interest payable and a £19m increase/decrease (2023: £17m) in other comprehensive income. The other comprehensive income impact also includes the offsetting impact from financial instruments used to hedge the retranslation of the net investment in subsidiaries, which for US dollar is £158m (2023: £182m) and euro is £24m (2023: £27m). Where possible, currency cash flows are used to settle liabilities in the same currency in preference to selling currency in the market.

Interest rate risk

The Group seeks to manage interest rate risk to ensure reasonable certainty of its interest charge while allowing an element of risk exposure consistent with the variability of its cash flows. Interest rate risk is managed by the use of fixed interest debt and interest rate derivatives, which are approved in advance by the Treasury Committee. The Group policy is to fix a minimum of 50% of its estimated future interest rate exposures (excluding pensions) for a minimum period of 12 months forward. The Treasury Committee reviews this exposure monthly.

A hypothetical 1.0% increase in euro interest rates would reduce the market value of the Group’s bond liabilities by £61m at 31 December 2024 (2023: £86m). The income statement impact is £nil as changes in interest rates do not change the expected cash flows on the bonds.

A hypothetical 1.0% increase in sterling interest rates would reduce the market value of the Group’s bond liabilities by £22m at 31 December 2024 (2023: £26m). The income statement impact is £nil (2023: £nil).

A hypothetical 1.0% increase in US dollar interest rates would have an income statement impact of £2m (2023: £6m) as the $700m term loan was 37.5% hedged on a weighted average basis in 2024 (2023: 50%) and certain leases are denominated in US dollars with floating interest rates. F-51

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​

The Group had outstanding bond debt issues at 31 December 2024 with a fair market value of £2,480m (2023: £2,959m). This is below the book value of £2,494m (2023: £2,943m) due to changes in interest rates in the UK and Europe. There are no circumstances where the Group would be obliged to pay the fair market value. The Group could however decide to redeem some or all of its bonds early, and the fair market value is indicative of the price that would be required to do so.

(d) Capital risk

The Group is committed to maintaining a debt/equity structure that allows continued access to a broad range of financing sources and sufficient flexibility to pursue commercial opportunities as they present themselves, without onerous financing terms and conditions. The Group’s policy is to maintain a strong capital base to maintain investor, creditor, and market confidence, and to support the Group’s strategy. The Group uses S&P’s and Fitch’s ratings methodologies for a BBB issuer to manage its capital risk. In the event that a ratings downgrade is likely, net debt could be managed by reducing or suspending dividends, M&A spend, and capital expenditure. The Group would also consider raising additional equity to protect its BBB rating.

(e) Treasury risk

The Group’s treasury activities are governed by a treasury policy, which is reviewed and approved by the Board on an annual basis. The treasury policy covers all activities associated with managing the above risks. The policy requires that financial instruments are only utilised to manage known financial exposures, and speculative derivative contracts are not entered into. The treasury policy requires that treasury must approve opening and closing of all bank accounts, and that funds transfers and other payments are only made in accordance with bank mandates.

To ensure an appropriate control environment exists in the treasury function, duties are segregated between front and back office teams. In addition, a number of controls are in place to protect against potential cyber security and other risks.

C2. Net debt

Net debt is used to assess the Group’s financial capacity. Net debt is not a measure defined by IFRS. Management defines net debt as the total of bank and other borrowings, lease liabilities, other investments, fair value of debt-related derivatives, and cash and cash equivalents (as presented in the Consolidated Balance Sheet).

​

Closing net debt comprises:

​

​	​	​	​	​	​
​	​	​	​	2024	2023
​	****	Notes	****	m	£m
Current	​	​	​	​	​
Cash and cash equivalents in the Consolidated Balance Sheet		C3	****	925	1,562
Other investments^1^		C4	****	2	1
Fair value of debt-related derivatives	​	​	****	(3)	(18)
Bank and other short-term borrowings^2^	​	​	****	(1,166)	(1,134)
Lease liabilities		B4	****	(130)	(127)
Non-current	​	​	​	​	​
Fair value of debt-related derivatives	​	​	****	(23)	41
Bank and other long-term borrowings^3^	​	​	****	(2,498)	(3,153)
Lease liabilities		B4	****	(315)	(318)
Total net debt	​	​	****	(3,208)	(3,146)

All values are in British Pounds.

1.	Net debt excludes other investments which are non-cash, such as the investment in unlisted shares.
2.	Bank and other short-term borrowings consists of £nil bond debt (2023: £347), £553m overdraft (2023: £730m), £575m loans (2023: £17m), and £38m bond accruals (2023: £40m).
---	---
3.	Bank and other long-term borrowings consists of £2,494m bond debt (2023: £2,596m) and £4m loans (2023: £557m).
---	---

F-52

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continued

​

The currency split and cash flows of bank, other borrowings, and debt-related derivatives are as follows:

​

​	​	​	​	​
​	****	2024	****	2023
​	​	£m	​	£m
Pound sterling	****	921		1,075
Euro	****	873		934
US dollar	****	1,887		2,212
Other currencies	****	9		43
Carrying value	****	3,690		4,264
Effect of discounting	​	387	​	525
Undiscounted value	****	4,077		4,789
Analysis of undiscounted cash flows of bank and other borrowings:	****	​		​
Less than one year	​	1,251	​	1,185
Between one and five years	****	1,848		2,601
More than five years	****	978		1,003
Future minimum payments	****	4,077		4,789

​

Reconciliation of net change in cash and cash equivalents to net debt:

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Non-cash	Non-cash	​
​	​	​	​	​	​	(fair value	(foreign	​
​	​	​	​	​	​	changes,	exchange,	​
​	​	​	​	Opening	Cash	accruals and	additions	Closing
​	​	​	​	2024	flows	acquisitions)	and other)	2024
​	****	Notes	****	m	m	m	m	£m
Bank and other short-term borrowings	​	​	​	(1,134)	602	(99)	(535)	(1,166)
Bank and other long-term borrowings	​	​	****	(3,153)	—	—	655	(2,498)
Lease liabilities		B4	****	(445)	169	(146)	(23)	(445)
Other investments	​	​	****	1	1	—	—	2
Fair value of debt-related derivatives	​	​	****	23	68	(7)	(110)	(26)
Gross debt	​	​	****	(4,708)	840	(252)	(13)	(4,133)
Cash and cash equivalents in the Consolidated Balance Sheet	​	​		1,562	(637)	—	—	925
Net debt	​	​		(3,146)	203	(252)	(13)	(3,208)

All values are in British Pounds.

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Non-cash	Non-cash	​
​	​	​	​	​	​	(fair value	(foreign	​
​	​	​	​	​	​	changes,	exchange,	​
​	​	​	​	Opening	Cash	accruals and	additions	Closing
​	​	​	​	2023	flows	acquisitions)	and other)	2023
​	****	Notes	****	m	m	m	m	£m
Bank and other short-term borrowings	​	​	​	(1,345)	664	(106)	(347)	(1,134)
Bank and other long-term borrowings	​	​		(3,574)	—	—	421	(3,153)
Lease liabilities		B4		(460)	182	(162)	(5)	(445)
Other investments				1	—	—	—	1
Fair value of debt-related derivatives				(71)	39	(1)	56	23
Gross debt				(5,449)	885	(269)	125	(4,708)
Cash and cash equivalents in the Consolidated Balance Sheet				2,170	(601)	—	(7)	1,562
Net debt				(3,279)	284	(269)	118	(3,146)

All values are in British Pounds.

​

The foreign exchange gain on debt and derivatives amounted to £1m (2023: £146m gain). The gain primarily resulted from a weakening of the euro by 6 cents and partially offset by strengthening of the US dollar by 2 cents. Included within the net decrease in cash and cash equivalents is £9m (2023: £3m) cash paid on debt-related foreign exchange forward contracts (which is included within financing activities in the Consolidated Cash Flow Statement). F-53

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continued

​

The total cash outflow in borrowings of £602m (2023: £664m outflow) includes £176m decrease in overdraft (2023: £562m decrease), £334m debt repayment (included in financing activities) (2023: £nil) and £92m settlement of interest accrued (included within operating activities) (2023: £102m).

The derivatives cash outflow of £68m (2023: £39m outflow) includes £39m (2023: £3m outflow) of cash paid on debt-related foreign exchange swaps (included in financing activities) and £29m (2023: £36m) interest paid (included in operating activities).

The cash outflow of £169m from lease liabilities (2023: £182m) includes £145m (2023: £157m) capital paid (included within financing activities) and £24m (2023: £25m) interest paid (included in operating activities).

Fair value is equal to carrying value for all elements of net debt with the exception of bond debt, which has a carrying value of £2,494m (2023: £2,943m) and a fair value of £2,480m (2023: £2,959m). F-54

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Notes to the Consolidated Financial Statements

continued

​

The Group operates notional pooling arrangements whereby cash balances and overdrafts held within the same bank have a legal right of offset. Derivative financial instruments held with the same bank and having a legal right to offset are shown net. The following table shows the effect of offsetting in the balance sheet due to financial instruments subject to enforceable netting arrangements:

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Amount	​
​	​	​	​	​	Gross	​	subject to	​
​	​	​	​	​	amounts set	Net amounts	master	​
​	​	​	​	Gross	off in the	presented in the	netting	​
​	​	​	​	amount	balance sheet	balance sheet	arrangement	Net amount
​	​	​	​	2024	2024	2024	2024	2024
​	****	Notes	****	m	m	m	m	£m
Financial assets	​	​	​	​	​	​	​	​
Cash and cash equivalents		C3	****	925	—	925	(553)	372
Trade and other receivables		A3	****	889	—	889	—	889
Other financial assets		C4	****	2	—	2	—	2
Derivative financial instruments		C6	****	6	—	6	(1)	5
Total	****	​	****	1,822	—	1,822	(554)	1,268
Financial liabilities	****	​	****	​		​	​	​
Trade and other payables		A5	****	(847)	—	(847)	—	(847)
Borrowings		C2	****	(3,664)	—	(3,664)	553	(3,111)
Lease liabilities		B4	****	(445)	—	(445)	–	(445)
Derivative financial instruments		C6	****	(32)	—	(32)	1	(31)
Total	****	​	****	(4,988)	—	(4,988)	554	(4,434)

All values are in British Pounds.

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross	​	Amount	​
​	​	​	​	​	amounts set	​	subject to	​
​	​	​	​	​	off in the	Net amounts	master	​
​	​	​	​	Gross	balance	presented in the	netting	​
​	​	​	​	amount	sheet	balance sheet	arrangement	Net amount
​	​	​	​	2023	2023	2023	2023	2023
​	****	Notes		m	m	m	m	£m
Financial assets	​	​	​	​	​	​	​	​
Cash and cash equivalents		C3		1,562	—	1,562	(730)	832
Trade and other receivables		A3		857	—	857	—	857
Other financial assets		C4		1	—	1	—	1
Derivative financial instruments		C6		70	—	70	(26)	44
Total	​			2,490	—	2,490	(756)	1,734
Financial liabilities	​			​		​	​	​
Trade and other payables		A5		(866)	—	(866)	—	(866)
Borrowings		C2		(4,287)	—	(4,287)	730	(3,557)
Lease liabilities		B4		(445)	—	(445)	—	(445)
Derivative financial instruments		C6		(48)	—	(48)	26	(22)
Total	​			(5,646)	—	(5,646)	756	(4,890)

All values are in British Pounds.

​

​

C3. Cash and cash equivalents

Cash and cash equivalents include cash in hand, short-term bank deposits and other short-term highly liquid investments with original maturities of three months or less (and subject to insignificant changes in value). In the cash flow statement, cash and cash equivalents are shown net of bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

Cash at bank and in hand includes £16m (2023: £15m) of restricted cash. This cash is held in respect of specific contracts and can only be utilised in line with terms under the contractual arrangements.

Cash at bank and in hand also includes £71m (2023: £70m) of cash held in countries with foreign exchange regulations. This cash is repatriated to the UK where possible, if not required for operational purposes in country. F-55

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continued

​

Fair value is equal to carrying value for all cash and cash equivalents.

​

​	​	​	​
​	​	Gross amounts	Gross amounts
​	​	2024	2023
​	****	m	£m
Cash at bank and in hand	​	796	1,080
Money market funds	​	24	153
Short-term bank deposits	​	105	329
Cash and cash equivalents in the Consolidated Balance Sheet	​	925	1,562
Bank overdraft	​	(553)	(730)
Cash and cash equivalents in the Consolidated Cash Flow Statement	​	372	832

All values are in British Pounds.

​

As far as it is practical to do so, cash balances are held centrally and are used first to repay borrowings under the Group’s banking facilities before being placed on deposit.

C4. Other investments

Other investments held at year end mainly comprised investments in unlisted shares in a joint venture based in the Cayman Islands and term deposits maturing in more than three months from the date that the deposit was placed. The weighted average effective interest rate earned is 6.3% (2023: nil%) with £1m fixed for six months (2023: £nil) and £1m fixed for six months to one year (2023: £1m). Fair value is equal to carrying value for all other investments.

Financial assets are denominated in the following currencies:

​

​	​	​	​
​	****	2024	2023
​		m	£m
Pound sterling	​	2	1
Other	****	21	21
​	****	23	22
Analysed as follows:
Current portion	****	2	1
Non-current portion	****	21	21
​	****	23	22

All values are in British Pounds.

​

None of the financial assets are either past due or impaired in 2024 (2023: none).

C5. Derivative financial instruments

Accounting for derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value at the balance sheet date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are effective in offsetting changes in fair values of hedged items.

​ F-56

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Notes to the Consolidated Financial Statements

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​

Certain financial instruments are not designated or do not qualify for hedge accounting. Typically the Group will not designate financial instruments for hedge accounting where a perfect or near perfect offset is expected between the change in value of assets and liabilities. Changes in the fair value of any derivative instruments in this category are immediately recognised in the income statement. Where financial instruments are designated for hedge accounting they are designated as either fair value hedge, net investment hedge, or cash flow hedge. When designating cross-currency swaps, the cost of hedging has been excluded from the relationship and any movement in the fair value related to the cost of hedging is deferred in equity and amortised over the life of the hedged item.

(a) Fair value hedge

These instruments are used to hedge exposure to changes in the fair value of recognised assets or liabilities. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. There were no fair value hedges as at the year-end date.

(b) Net investment hedge

These instruments are used to hedge exposure on translation of net investments in foreign operations. Any gain or loss on the hedging instrument related to the effective portion of the hedge is recognised in other comprehensive income; the gain or loss related to the ineffective portion is recognised immediately in the income statement. In the event of disposal of a foreign operation, the gains and losses accumulated in other comprehensive income are recycled through the income statement. All currencies are directly hedged, therefore the hedge ratio is considered to be 1:1.

The Group expects that the values of the hedged item and hedging instrument will move in opposite directions in response to movements in the same hedged risk. Where there are sufficient levels of denominated net assets, the critical terms are deemed to match.

The following net investment hedges were in place at 31 December 2024:

US dollar net investment hedge relationship: $1,627m (2023: $2,091m) cross-currency swaps notional, $546m (2023: $459m) loan notional, and $137m (2023: $206m) cross-currency swaps future interest cash flows have been used to hedge $2,310m (2023: $2,756m) of the net assets of the US operating subsidiaries. The movement in the cross-currency swaps due to changes in $/£ exchange rates are in the opposite direction of the changes due to $/£ in the subsidiaries assets. As the critical terms match, their values will systematically change in the opposite direction of each other. Thus we consider that this demonstrates the existence of an economic relationship.

Euro net investment hedge relationship: €315m (2023: €343m) bonds are used to hedge the net assets of the euro operating subsidiaries totalling €315m (2023: €343m). The movement in the bonds due to changes in €/£ exchange rates are in the opposite direction of the changes due to €/£ in the subsidiaries assets. As the critical terms match, their values will systematically change in the opposite direction of each other. Thus we consider that this demonstrates the existence of an economic relationship.

Japanese yen (JPY) net investment hedge relationship: JPY2,000m (2023: JPY1,925m) cross-currency swap notional and JPY55m (2023: JPY27m) cross-currency swaps future interest cash outflows have been used to hedge JPY2,055m (2023: JPY1,898m) of the net assets of the Japanese associate. The movement in the cross-currency swaps due to changes in JPY/GBP exchange rates are in the opposite direction of the changes due to JPY/GBP in the associate’s assets. As the critical terms match, their values will systematically change in the opposite direction of each other. Thus we consider that this demonstrates the existence of an economic relationship.

During the year, there was no gain or loss (2023: £nil) relating to ineffectiveness of net investment in foreign entity hedges. The main source of ineffectiveness of the net investment hedge is the off-market value of the cross-currency swaps used to hedge US dollar net assets at the hedge designation date. Ineffectiveness due to changes in the counterparty credit risk was not material in the year and is expected to remain so due to the Group’s policy of only using counterparties with a credit rating of A- and above.

For the year ended 31 December 2024, the amount in other comprehensive income related to net investment hedge accounting was a loss of £17m (2023: £109m gain; 2022: £68m loss). F-57

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continued

​

The effect of the foreign currency-related hedging instruments on the Group’s financial position and performance is shown in the table below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2024
​	​	​	​	​	​	​	​	​	​	​	​	Weighted
​	​	​	Carrying	​	​	​	​	​	Change in	​	​	average
​	​	​	amount	​	​	​	​	​	fair value of	Change in	​	foreign
​	​	​	at year	Notional	​	​	​	​	outstanding	fair value of	​	exchange
​	​	​	end date	amount	​	​	Hedge	​	instrument	hedged item	Ineffectiveness	rate for the
Hedging instruments		Currency	m	m	Maturity date		ratio		m	m	m	year
Cross-currency swaps	​		4	(1,300)	May 2026 – October 2028	​	1 :1	​	(5)	(5)	—	1.241
Cross-currency swaps	​		—	(10)	June 2027	​	1 :1	​	(1)	(1)	—	169.747
Bonds			(261)	(261)	June 2027 – June 2030	****	1 :1	****	16	16	—	1.162
Term loan			(436)	(436)	October 2025	****	1 :1	****	6	6	—	1.110

All values are in Euros.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2023
​	​	​	​	​	​	​	​	​	​	​	​	Weighted
​	​	​	Carrying	​	​	​	​	​	Change in	​	​	average
​	​	​	amount	​	​	​	​	​	fair value of	Change in	​	foreign
​	​	​	at year	Notional	​	​	​	​	outstanding	fair value of	​	exchange
​	​	​	end date	amount	​	​	Hedge	​	instrument	hedged item	Ineffectiveness	rate for the
Hedging instruments		Currency	m	m	Maturity date		ratio		m	m	m	year
Cross-currency swaps	​		9	(1,641)	November 2024 – October 2028	​	1:1	​	114	114	—	1.250
Cross-currency swaps			1	(11)	November 2024		1:1		1	1	—	167.269
Bonds			(298)	(298)	November 2024 – October 2028		1:1		6	6	—	1.162
Term loan			(360)	(360)	October 2025		1:1		9	9	—	1.110

All values are in Japanese Yen.

​

The amount in net investment hedge reserves related to continuing hedges is a gain of £6m (2023: £16m gain; 2022: £91m loss), and the amount related to discontinued hedges is a loss of £7m (2023: £nil; 2022: £nil).

The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income during the year due to the impact of currency basis (excluded from the hedge relationship) and the foreign exchange impact of realised interest on the hedging instrument (not reflected in the fair value change).

(c) Cash flow hedge

These instruments are used to hedge a highly probable forecast transaction, or a change in the cash flows of a recognised asset or liability. The portion of the gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income. Any ineffective portion is immediately recognised in the income statement. The gains or losses that are recognised in other comprehensive income are transferred to the income statement in the same period in which the hedged cash flows affect the income statement. In the event that the hedged item occurs or is no longer expected to occur, accumulated gains or losses held in the cash flow hedge reserve are immediately recognised in the income statement. In the event that the hedged item is expected to occur but no longer meets the requirements of hedge accounting, accumulated gains or losses remain in other comprehensive income and are only recognised in the income statement when the forecast transaction occurs or is no longer expected to occur. All cash flow hedge relationships are hedges of a foreign currency risk and all currencies were directly hedged, therefore the hedge ratio is considered to be 1:1.

Cash flow hedge accounting has been applied to derivatives (marked as ‘cash flow hedge’) in the table on page 203 in accordance with IFRS 9. Where no hedge accounting has been applied, related derivatives have been marked as ‘non-hedge’.

The hedged item, a euro bond, creates an exposure to pay interest annually and the principal at maturity. By receiving the same amount at the same dates through a cross-currency swap, this exposure is eliminated. Since the critical terms of the derivative and the hedged debt match (i.e. matching currencies, payment dates, and interest rate on the leg of the swap offsetting the bond), the change in value of the derivative, excluding any basis risk, will be considered to completely offset the changes in the hedged cash flow.

Any ineffectiveness on the cash flow hedge is taken directly to finance costs. During the year, there was a loss of £2m (2023: £1m gain) from those derivatives in a cash flow hedge relationship. Ineffectiveness due to changes in the counterparty credit risk was not material in the year and is expected to remain the same because the Group’s counterparties credit rating is A- and above. F-58

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Notes to the Consolidated Financial Statements

continued

​

Cash flow hedge accounting has been applied to €500m (2023: €500m) of the €500m 2026 bond, €421m (2023: €421m) of the €850m 2027 bond, and €600m (2023: €600m) of the €600m 2028 bond. The cross-currency interest rate swaps are used as hedging instruments to hedge the volatility in the £/€ exchange rate of the bonds. For the year ended 31 December 2024, the amount in other comprehensive income related to cash flow hedge accounting was a gain of £27m (2023: £3m gain; 2022: £6m loss).

The effect of the foreign currency related hedging instruments on the Group’s financial position and performance is shown in the table below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2024
​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****	Weighted
​	​	​	​	Carrying	​	​	​	​	​	​	​	Change in	​	Change in	​	​	​	average
​	​	​	​	amount	​	​	​	​	​	​	​	fair value of	​	fair value of	​	​	​	foreign
​	​	​	​	at year	​	Notional	​	​	​	​	​	outstanding	​	hedged	​	​	​	exchange
​	​	​	​	end date	​	amount	​	​	​	​	​	instrument	​	item	​	Ineffectiveness	​	rate for the
Hedging instruments	​	Currency	​	£m	​	£m	​	Maturity date	​	Hedge ratio	​	£m	​	£m	​	£m	​	year
Cross-currency swaps	​	EUR	​	(27)	​	1,257	​	May 2026 – October 2028	​	1 :1	​	(40)	​	(38)	​	(2)	​	1.133

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2023
​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****	​	****	Weighted
​	​	​	​	Carrying	​	​	​	​	​	​	​	Change in	​	Change in	​	​	​	average
​	​	​	​	amount	​	​	​	​	​	​	​	fair value of	​	fair value of	​	​	​	foreign
​	​	​	​	at year	​	Notional	​	​	​	​	​	outstanding	​	hedged	​	​	​	exchange
​	​	​	​	end date	​	amount	​	​	​	​	​	instrument	​	item	​	Ineffectiveness	​	rate for the
Hedging instruments	​	Currency	​	£m	​	£m	​	Maturity date	​	Hedge ratio	​	£m	​	£m	​	£m	​	year
Cross-currency swaps	​	EUR	​	13	​	1,668	​	November 2024 – October 2028	​	1:1	​	(21)	​	(21)	​	—	​	1.150
Interest rate swaps	​	USD	​	1	​	275	​	September 2024	​	1:1	​	1	​	—	​	1	​	—

​

Amount in cash flow hedge reserves related to continuing hedges is a gain of £34m (2023: £6m gain; 2022: £3m gain), and the amount related to discontinued hedges is £nil (2023: £nil; 2022: £nil).

The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income during the year due to the impact of currency basis (excluded from the hedge relationship) and the spot retranslation element of the fair value movement (which offsets the hedged item in the income statement).

C6. Fair value estimation

All financial instruments held at fair value are classified by reference to the source of inputs used to derive the fair value. The following hierarchy is used:

Level 1— unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 — inputs other than quoted prices that are observable for the asset or liability, either directly as prices or indirectly through modelling based on prices; and F-59

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​

Level 3— inputs for the asset or liability that are not based on observable market data.

Financial instrument	****	Hierarchy level	****	Valuation method
Financial assets traded in active markets	​	1	​	Current bid price
Financial liabilities traded in active markets	​	1	​	Current ask price
Listed bonds	​	1	​	Quoted market prices
Money market funds	​	1	​	Quoted market prices
Interest rate/currency swaps	​	2	​	Discounted cash flow based on market swap rates
Forward foreign exchange contracts	​	2	​	Forward exchange market rates
Borrowings not traded in active markets (term loans and uncommitted facilities)	​	2	​	Nominal value
Money market deposits	​	2	​	Nominal value
Trade payables and receivables	​	2	​	Nominal value less estimated credit adjustments
Contingent consideration (including put option liability)	​	3	​	Discounted cash flow using weighted average cost of capital

​

​	​	​	​	​	​
​	​	Fair value	Fair value	Fair value	Fair value
​	​	assets	liabilities	assets	liabilities
​	​	2024	2024	2023	2023
​	****	m	m	m	£m
Interest rate swaps (level 2):	****	​	​	​	​
– non-hedge	****	—	—	—	(1)
– net investment hedge	****	23	(19)	37	(27)
– cash flow hedge	****	1	(28)	24	(11)
Foreign exchange swaps (level 2):	****	​	​	​	​
– non-hedge	****	—	(3)	1	—
​	****	24	(50)	62	(39)
Analysed as follows:		​	​	​	​
Current portion	****	—	(3)	5	(23)
Non-current portion	****	24	(47)	57	(16)
Derivative financial instruments	****	24	(50)	62	(39)
Contingent consideration (including put option liability) (level 3)	****	—	(75)	—	(76)
Analysed as follows:		​	​	​	​
Current portion	****	—	(37)	—	(36)
Non-current portion	****	—	(38)	—	(40)
Other payables	****	—	(75)	—	(76)

All values are in British Pounds.

​

Certain interest rate swaps have been bifurcated to manage different foreign exchange risks. The interest rate swaps are shown on the balance sheet as net derivative assets of £6m (2023: £71m) and net derivative liabilities of £32m (2023: £48m).

The effective nominal value of foreign exchange swaps is a £45m liability (2023: £27m asset). F-60

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​

Given the volume of acquisitions and the variety of inputs to the valuation of contingent consideration (depending on each transaction), there are not considered to be any changes in input that would have a material impact on the contingent consideration liability.

​

​	​	​	​	​
​	****	Contingent	****	Contingent
​	​	consideration	​	consideration
​	​	2024	​	2023
​	​	£m	​	£m
At 1 January	****	76		70
Exchange differences	****	(1)		(3)
Acquisitions	****	31		41
Payments	****	(25)		(28)
Unused amount reversed	​	(7)	​	—
Revaluation of put option through equity	****	1		(4)
At 31 December	****	75		76

​

Fair value is equal to carrying value for all other trade and other payables. F-61

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​

The table below analyses the Group’s undiscounted cash flows on borrowings and derivative financial instruments that will be settled on a gross basis, into relevant maturity groupings based on the remaining period to the contractual maturity date at the balance sheet date.

​

​	​	​	​	​	​	​	​	​
​	****	Less than	****	Between	****	More than	****	​
​	​	1 year	​	1 and 5 years	​	5 years	​	Total
​	​	£m	​	£m	​	£m	​	£m
At 31 December 2024	​	​	​	​	​	​	​	​
Non-derivative financial instruments	​	​	​	​	​	​	​	​
Borrowings	​	(1,225)	​	(1,848)	​	(978)	​	(4,051)
​	​	(1,225)	​	(1,848)	​	(978)	​	(4,051)
Derivative financial instruments	​	​	​	​	​	​	​	​
Cross-currency interest rate swaps:	​	​	​	​	​	​	​	​
– outflow		(47)	****	(1,695)	****	—	****	(1,742)
– inflow		25	****	1,623	****	—	****	1,648
Foreign exchange swaps:	****	​	​	​	​	​	​	​
– outflow		(363)	****	—	****	—	****	(363)
– inflow		360	****	—	****	—	****	360
Foreign exchange forwards:	****	​	​	​	​	​	​	​
– outflow		(11)	****	—	****	—	****	(11)
– inflow		11	****	—	****	—	****	11
​		(25)	****	(72)	****	—	****	(97)
Net outflow	​	(1,250)	****	(1,920)	****	(978)	****	(4,148)
At 31 December 2023		​	​	​	​	​	​	​
Non-derivative financial instruments	​	​	​	​	​	​	​	​
Borrowings	​	(1,209)	​	(2,601)	​	(1,003)	​	(4,812)
​	​	(1,209)	​	(2,601)	​	(1,003)	​	(4,812)
Derivative financial instruments	​	​	​	​	​	​	​	​
Cross-currency interest rate swaps:	****	​	​	​	​	​	​	​
– outflow		(454)		(1,707)		—		(2,162)
– inflow		400		1,703		—		2,103
Interest rate swaps:	****	​	​	​	​	​	​	​
– outflow		(21)		—		—		(21)
– inflow		31		—		—		31
Foreign exchange swaps:	****	​	​	​	​	​	​	​
– outflow		(140)		—		—		(140)
– inflow		140		—		—		140
​		(44)		(4)		—		(49)
Net outflow	​	(1,253)		(2,605)		(1,003)		(4,861)

​

​ F-62

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​

C7. Analysis of bank and bond debt

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are classified as current liabilities unless the Group has a continuing right to defer settlement of the liability for at least 12 months after the balance sheet date.

The Group’s bank debt facilities comprise:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Facility	****	Drawn at	****	​	****	Interest rate	****	Facility	****	Drawn at	****	​	****	Interest rate
​	​	amount	​	year end	​	Headroom	​	at year end	​	amount	​	year end	​	Headroom	​	at year end
​	​	2024	​	2024	​	2024	​	2024	​	2023	​	2023	​	2023	​	2023
​	​	£m	​	£m	​	£m	​	%	​	£m	​	£m	​	£m	​	%
Current	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
$700m term loan due October 2025	​	559	​	559	​	—	​	5.18	​	—	​	—	​	—	​	—
$50m term loan due May 2025	​	40	​	—	​	40	​	0.21	​	—	​	—	​	—	​	—
Non-current	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
$700m term loan due October 2025	​	—	​	—	​	—	​	—	​	550	​	550	​	—	​	5.94
$1.0bn RCF due October 2029	​	799	​	—	​	799	​	0.14	​	785	​	—	​	785	​	0.14

​

The Revolving Credit Facility (RCF) remained undrawn throughout 2023 and 2024. There are no financial covenants associated with the RCF or any other debt facility.

Medium-term notes and bond debt comprises:

​

​	​	​	​	​	​	​	​	​	​
​	****	Bond interest	****	Effective hedged	****	Bond interest		Effective hedged	****
​	​	coupon	​	interest rate	​	coupon	​	interest rate	****
​	​	2024	​	2024	​	2023	​	2023	​
Current	​	​	​	​	****	​	****	​	​
€400m bond due November 2024	​	**** —	​	**** —		Fixed 0.950	%	Fixed 3.60	%
Non-current	​	​	​	​	​	​	​	​	​
€500m bond due May 2026	​	Fixed 0.875%	​	Fixed 2.66%		Fixed 0.875	%	Fixed 2.80	%
€850m bond due June 2027	​	Fixed 3.875%	​	Fixed 4.95%	​	Fixed 3.875	%	Fixed 5.01	%
€600m bond due October 2028	​	Fixed 0.500%	​	Fixed 2.12%		Fixed 0.500	%	Fixed 2.23	%
€600m bond due June 2030	​	Fixed 4.375%	​	Fixed 4.58%	​	Fixed 4.375	%	Fixed 4.48	%
£400m bond due June 2032	​	Fixed 5.000%	​	Fixed 5.19%	​	Fixed 5.000	%	Fixed 5.20	%
Average cost of bond debt at year-end rates	​	​	​	3.96%		​		3.97	%

​

On 22 November 2024, the Group fully repaid the €400m bond using surplus cash.

The effective hedged interest rate reflects the interest rate payable after the impact of interest due from cross-currency swaps. The Group’s hedging strategy is to hold foreign currency debt in proportion to foreign currency profit and cash flows, which are mainly in euro and US dollar. As a result, the Group has swapped a portion of the bonds it has issued into US dollars, thus increasing the effective hedged interest rate.

The Group considers the fair value of other current liabilities to be equal to the carrying value. F-63

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continued

​

C8. Finance cost

​

​	​	​	​	​	​	​	​	​
​	****	​	****	2024	****	2023		2022
​	​	Note	​	£m	​	£m	​	£m
Hedged interest payable on medium-term notes issued^1^	****	​	****	61	****	61		39
Interest payable on bank loans and overdrafts^1^	****	​	****	51		42		5
Interest payable on RCF^1^	****	​	****	1		3		1
Interest payable on foreign exchange swaps^2^	****	​	****	44		44		19
Interest payable on leases	****	B4	****	24	****	25		10
Amortisation of discount on provisions	****	A6	****	11		14		3
Foreign exchange loss on translation of foreign assets/liabilities	​	​	​	5	​	—	​	—
Fair value loss on hedge ineffectiveness	****	​	****	—		—		2
Total finance cost	****	​	****	197		189		79
1.	Interest expense on financial liabilities held at amortised cost.
---	---
2.	Interest payable on foreign exchange swaps including coupon interest payable for the year was £54m (2023: £55m). £10m has been reported in other comprehensive income due to hedge accounting (2023: £12m).
---	---

​

C9. Finance income

​

​	​	​	​	​	​	​
​	****	2024	****	2023		2022
​	​	£m	​	£m	​	£m
Bank interest received	****	36	****	25		5
Fair value gain on hedge ineffectiveness	​	3	​	1	​	22
Foreign exchange gain on translation of foreign assets/liabilities	****	—		11		—
Hyperinflation accounting adjustment	****	7		11		22
Total finance income	****	46	****	48		49

​

​

​

D. Other

D1. Dividends

Dividend distribution to the Company’s shareholders is recognised as a liability in the Consolidated Financial Statements in the period in which the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid.

​

​	​	​	​	​
​	​	2024	2023	2022
​	****	m	m	£m
2021 final dividend paid – 4.30p per share	****	—	—	80
2022 interim dividend paid – 2.40p per share	****	—	—	42
2022 final dividend paid – 5.15p per share		—	131	—
2023 interim dividend paid – 2.75p per share	​	—	70	—
2023 final dividend paid – 5.93p per share	​	149	—	—
2024 interim dividend paid – 3.16p per share	​	80	—	—
​	****	229	201	122

All values are in British Pounds.

​

An interim dividend of 3.16p per share was paid on 16 September 2024 amounting to £80m. A final dividend in respect of 2024 of 5.93p per share is to be proposed at the Annual General Meeting on 7 May 2025.

The aggregate amount of the proposed dividend to be paid out of retained earnings at 31 December 2024, but not recognised as a liability at year end, is £150m (2023: £150m; 2022: £130m). F-64

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continued

​

D2. Share capital

The Company’s share capital is made up of the shares that have been issued to its members, whether on, or subsequent to, its incorporation. At the year end, the Company’s issued share capital consisted of ordinary shares of 1p each, with one voting right per share, as detailed below.

The Company does not have a limited amount of authorised capital and does not hold any shares in treasury.

During the year, 2,000,000 new shares were issued in relation to employee share schemes.

​

​	​	​	​
​	​	2024	2023
​	****	m	£m
Issued and fully paid	​	​	​
At 31 December 2024 – 2,524,539,885 shares (2023: 2,522,539,885)	****	25	25

All values are in British Pounds.

​

​

D3. Contingent liabilities

The Group has contingent liabilities relating to guarantees in respect of leasehold properties, pensions, third parties, tax, and litigation. The Group also has contingent liabilities for the management or remediation of environmental issues. These issues tend to be complex to determine and resolve and may be material, although it is often not possible to accurately predict future costs reliably. The possibility of any significant outflows in respect of these items is considered to be remote.

In November 2024, a purported class action lawsuit was filed on behalf of shareholders who purchased American Depositary Shares in the US between 1 December 2023 and 10 September 2024. The defendants are the Company and three current and former senior executives, Andy Ransom, Stuart Ingall-Tombs, and Bradley Paulsen. The complaint alleges that management made false statements about the progress of the integration of Rentokil and Terminix and its impact upon growth in the US and seeks relief under section 10(b) and 20(a) of the Securities Exchange Act and SEC rule 10(b)5. The Company and the individual defendants intend to vigorously defend the lawsuit.

​

D4. Related party transactions

Subsidiaries

All transactions between Group subsidiaries were transacted at arm’s length during the ordinary course of business and have been eliminated on consolidation, along with any outstanding balances, and accordingly are not disclosed in this note.

Key management personnel

The Group’s strategy and policy are managed by the Executive Leadership Team. Their compensation is shown below:

​

​	​	​	​	​
​	​	2024	2023	2022
​	****	m	m	£m
Salaries and other short-term employee benefits	​	6	6	7
Post-employment benefits	****	—	2	—
Share-based payments	****	1	2	5
​		7	10	12

All values are in British Pounds.

​ F-65

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continued

​

Joint ventures and associate entities

Nippon Calmic Limited (49%), SCI Pierre Brossolette (26.25)%, Skadedyrkontrollen øst AS (40)%, Boecker Public Safety Services – Qatar W.L.L. (24.5%), Boecker Public Health Services Limited (30%), Fujian Xunke Pest Control Company Limited (30%), Guangdong Vircon Pest Management Company Limited (30%), Ningbo Yuying Vector Control Company Limited (30%), and Guangdong New Hope Environmental Technology Co., Ltd (30%) were associates during 2023 and 2024. All balances related to associates are disclosed in Note B6.

There are no significant transactions between associate entities and other Group companies.

D5. Post balance sheet events

With effect from 1 January 2025, the reporting currency of the Group was changed from sterling to US dollars.

There have been no other significant post balance sheet events affecting the Group since 31 December 2024.

​

​ F-66

Table of Contents Related Undertakings

​

Subsidiaries and other associated undertakings at 31 December 2024. All undertakings are indirectly owned by the Company unless otherwise stated.

​

Subsidiaries

​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
Argentina					​
Calle 70 No. 2720, Necochea city, Province of Buenos Aires, Argentina					​
Ecotec Interocéanica S.A.		Ordinary		100	%
Australia					​
c/– Edwards Marshall, level 3/153 Flinders St, Flinders Street, Adelaide SA 5000, Australia					​
Allstate Holdings (SA) Pty Ltd	​	Ordinary	​	100	%
Allstate Pest Control Pty Ltd	​	Ordinary	​	100	%
Allstate Services Pty Ltd	​	Ordinary	​	100	%
Unit A1, 3-29 Birnie Ave, Lidcombe Business Park, Lidcombe NSW 2141, Australia					​
Cannon Hygiene Australia Pty Limited		Ordinary		100	%
Geelong Pest Control Pty Ltd^1^	​	Ordinary		100	%
Green Fingers Plant Hire Pty Limited		Ordinary		100	%
Knock Out Pest Control Pty Limited		Ordinary		100	%
Pest Away Australia Pty Limited		Ordinary		100	%
Rentokil Australia Pty Limited		Ordinary		100	%
Rentokil Initial Asia Pacific Pty Limited		Ordinary		100	%
Rentokil Initial Pty Limited		Ordinary		100	%
Rentokil Initial Track Spray Pty Ltd	​	Ordinary	​	100	%
Rentokil Pest Control (QLD) Pty Limited		Ordinary		100	%
Rentokil Pest Holdings Pty Limited		Ordinary		100	%
Rentokil Pty Ltd		Ordinary		100	%
​		Preference		​	​
Austria					​
Brown-Boveri-Straße 8/2/8, 2351, Wiener Neudorf, Austria					​
Rentokil Initial GmbH		Ordinary		100	%
Bahamas					​
Corporate Services International, 308 East Bay Street, Nassau, PO BOX N-7527, Bahamas	​	​	​	​	​
Rentokil Initial (Bahamas) Limited		Ordinary		100	%
5th Terrace Centreville, P.O. Box N-1388, Nassau, New Providence, Bahamas					​
Tropical Exterminators (Holdings) Limited		Common		100	%
Tropical Exterminators Limited		Common		100	%
Barbados					​
One Welches, Welches St. Thomas, Barbados					​
Rentokil Initial (Barbados) Limited		Ordinary		100	%
Belgium					​
Brandekensweg 2, Schelle, 2627, Belgium					​
Ambius N.V.		Ordinary		100	%
Initial Belux NV		Ordinary		100	%
Rentokil N.V.		Ordinary		100	%
Brazil					​
Rua Maria Braga Lima Dias, Alto Cajueiros, Macaé, Rio de Janeiro, 120, Brazil					​
Ativa Controle Ambiental Ltda	​	Ordinary	​	100	%
Avenida Afonso Pena, nº 808, Santos, 11020-004, Brazil					​
Ecotec Brasil Tratamentos Fitossanitários Ltda	​	Ordinary	​	100	%
Rua Professor José Vieira de Mendonça, 770, Sala 308, Belo Horizonte, Estado de Minas Gerais, Brazil					​
Ecovec Comercio E Licenciamento De Tecnologias Ltda	​	Ordinary	​	100	%
Torrinha Street 171, Bairro Parque da Figueira, Campinas, CEP 13040-310, Brazil	​	​	​	​	​
Impacto Controle de Pragas Ltda.	​	Ordinary	​	100	%
Celido Utz, 66, Igrejinha, Rio Grande do Sul, Brazil	​	​	​	​	​
Imunizadora Hoffmann Ltda^1^	​	Ordinary	​	100	%
Rua Francisco Gonçalo, 16, Loja A, Bairro Pires Façanha, Eusébio, Ceará, CEP 61775-070					​
Protecta Manejo Integrado de Pragas Ltda	​	Ordinary	​	100	%
Avenida Ceci, 348, Fundos, Centro Empresarial Tambore, CEP 06460-120, Barueri -SP, Brazil					​
Rentokil Initial Do Brasil Ltda	​	Ordinary	​	100	%
R. Alagoas, 3098, Rua Alagoas, Curitiba, PR, 80630-050, Brazil					​
União Sul Controle de Pragas Ltda ME		Ordinary		100	%
​					​

​ F-67

Table of Contents Related Undertakings

continued

​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
Brunei Darussalam					​
Unit D1 & D1-1 Block D, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Gadong B, Brunei Muara, BE1318, Brunei Darussalam					​
Rentokil Initial (B) Sdn Bhd		Non-redeemable preference shares		100	%
​	​	Ordinary	​	90	%
Unit D3, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Bandar Seri Begawan, Brunei Muara, BE1318, Brunei Darussalam					​
Rentokil Initial South East Asia Sdn Bhd	​	Ordinary	​	90	%
Canada					​
Suite 900, 1959 Upper Water Street, Halifax NS B3J 2X2, Canada	​	​	​	​	​
Rentokil Canada Corporation	​	Common Class A	​	100	%
​	​	Common Class B	​	​	​
Chile					​
Galvarino 8481, Bodega 3, Quilicura, Santiago, Chile					​
Comercializadora de Insumos y Servicios Mauco Limitada	​	Social Rights	​	100	%
El Trapiche No.1322, Galpón No 4, Codominio Pacific, Coquimbo, Chile	​	​	​	​	​
Control De Plagas Hidalgo Y Rodriguez Limitada	​	Ordinary	​	100	%
Av. El Bosque PC 12 Lo Boza dpto, B05 Pudahuel, Santiago, Chile	​	​	​	​	​
Desan SPA	​	Ordinary	​	100	%
Av. Víctor Uribe No. 2080 Quilicura, Santiago, Chile	​	​	​	​	​
Ingeclean S.A	​	Ordinary	​	100	%
Rentokil Initial Chile SpA	​	Ordinary	​	100	%
Av. El Salto, Santiago, 4001, Chile	​	​	​	​	​
Ingeniería en Sanitización S.A	​	Ordinary	​	100	%
San Martin, Los Ángeles, N° 399, Chile					​
Plaguisur Limitada		Ordinary		100	%
Av. Pdte Ibañez 352, Puerto Montt, Chile	​	​	​	​	​
Sociedad Comercial 7 Plagas Limitada	​	Ordinary		100	%
People’s Republic of China	​	​	​	​	​
Room 1001, Yijingyuan Comprehensive Building, Hang Zhou Shi, Zhe Jiang Sheng, 310013, China	​	​	​	​	​
Hangzhou Research Institute of Profume Fumigation Co. Ltd.	​	Ordinary		80	%
Room 103, Building 2, Yuzhongxili #42, Beijing, China	​	​	​	​	​
Rentokil Initial (China) Ltd	​	Ordinary		100	%
Colombia					​
Balor Medellín , Carrera 65A #34A-09, Balor Bogotá Calle 82 #22-06, Medellín, Colombia	​	​	​	​	​
Balor S.A.S.^1^	​	Ordinary		100	%
Cr 42A 80B 07, Barranquilla, Colombia					​
Colplagas S.A.S		Ordinary		100	%
Calle 162# 20-08, Bogota, Colombia					​
Continental De Fumigaciones S.A.S		Ordinary		100	%
Cr 20 No 162-11, Colombia					​
Fumigaciones Young S.A.S		Ordinary		100	%
Calle 15 Sur, No 48-130 Medellin, Antioquia, Colombia					​
Fumigax SAS		Ordinary		100	%
Carrera 19B No 164A-81, Bogota, Colombia					​
Rentokil Initial Colombia S.A.S.		Common		100	%

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​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
Costa Rica					​
San Jose-Escazu San Rafael, Terraforte Building Second Floor, Cordero, Cordero Abogados, Costa Rica					​
Decolim Limitada		Common		100	%
San Pedro de Montes de Oca, de la Fuente de la Hispanidad, San José, Costa Rica					​
Fumigadora Control Tecnico De Plagas S.A.		Common		100	%
Curaçao					​
Parke Komersial Korsou, A 24 Veeris, Curaçao					​
Chuchubi Pest Control N.V.		Common		100	%
Czech Republic					​
Praha 2, Vyšehradská 1349/2, Prague, PSČ 12800, Czech Republic					​
Rentokil Initial s.r.o.		Ordinary		100	%
Denmark					​
Paul Bergsoes Vej 22, 2600 Glostrup, Denmark					​
Rentokil Initial A/S		Ordinary		100	%
Gøngehusvej 253, 2790 Hørsholm, Denmark	​	​	​	​	​
Deichmann Planter ApS^1^	​	Ordinary		100	%
El Salvador					​
Avenida Los Espliego y Avenida las Dalias, polígono V #12, San Salvador, Colonia San Francisco, El Salvador	​	​	​	​	​
Clean Air, S.A. de C. V.^1^	​	Ordinary		100	%
Avenida Calzada Guarda Barranco Urbanizacion, Lomas de Altamira, #14 Pasaje Clarineros, San Salvador, Central America, El Salvador					​
SAGRIP, S.A. DE C.V.		Ordinary		100	%
Estonia					​
Turi Str. 3/1, 11313, Tallinn, Estonia					​
Rentokil OÜ		Ordinary		100	%
Eswatini					​
Umkhiwa House Lot 195, Karl Grant Street, Mbabane, Eswatini					​
RI Swaziland (Pty) Ltd		Ordinary		100	%
Fiji					​
Lot 5, Kaua Road, Suva, Fiji					​
Rentokil Initial Pte Limited		Ordinary		100	%
Finland					​
Tikkurilantie 10 Vantaa, Finland, 01380, Finland					​
Rentokil Initial Oy		Ordinary		100	%
France					​
209 rue de la Belle Etoile, 95700, Roissy-en-France, France					​
Ambius SAS		Ordinary		100	%
6, rue Livio, 67100, Strasbourg, France		​	​	​	​
CAWE FTB Group SAS		Ordinary		100	%
145, rue de Billancourt, 92100, Boulogne Billancourt, France					​
Initial Hygiene Services SAS		Ordinary		100	%
Initial SAS		Ordinary		100	%
Rentokil Initial Holdings (France) SA		Ordinary		100	%
SCI Gravigny		Ordinary		100	%
SCI Vargan		Ordinary		100	%
39-53 boulevard Ornano Immeuble Pleyad 3, 93200, Saint-Dennis, France	​	​	​	​	​
Rentokil Initial Environmental Services S.A.S.		Ordinary		100	%
Rentokil Initial SAS		Ordinary		100	%
ZAC des Epineaux 7, avenue Louis Blériot 95740 Frépillon, France					​
Technivap SAS		Ordinary		100	%

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​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
French Guiana					​
PAE de Degrad des cannes, Remire-Montjoly, 97354, French Guiana					​
Rentokil Initial Guyane SARL		Ordinary		100	%
Germany					​
Blierweg 2/Saarstraße, 65201, Wiesbaden, Germany					​
Baumhaus GmbH^1^		Ordinary		100	%
Laufer Straße 3, 90571, Schwaig bei Nürnberg, Mittelfranken, BY, Germany					​
IHD Dienstleistungen KG^1^	​	Interest	​	100	%
Piderits Bleiche 11, 33689, Bielefeld, Germany		​	​	​	​
Medentex GmbH		Ordinary		100	%
Rentokil Dental GmbH		Ordinary		100	%
Heuesch 1, 49808, Lingen, Germany		​	​	​	​
Rentokil Holdings GmbH		Ordinary		100	%
Rentokil Initial Beteiligungs GmbH		Ordinary		100	%
Rentokil Initial GmbH & Co. KG		Ordinary		100	%
Seemann Schädlingsbekämpfung und Holzschutz GmbH & Co.KG		Ordinary		100	%
An der Ziegelei, 47 27383, Scheeßel-Westerholz, Germany	​	​	​	​	​
S & A Service und Anwendungstechnik GmbH		Ordinary		100	%
Ghana					​
43 Cashew Road, Okpoi Gonno, Park Street, Accra, P. O. BOX 8747, Ghana					​
Rentokil Initial Ghana Limited		Ordinary		100	%
Greece	​	​	​	​	​
7 Aristotelous Street, Tavros, Athens, 177 78, Greece	​	​	​	​	​
Rentokil Initial Hellas EPE	​	Ordinary	​	100	%
Guadeloupe					​
7 Allee des Papillons, Dothemare, Abymes, 97139, Guadeloupe					​
Pole Hygiene et Recyclage Group		Ordinary		100	%
Rentokil Initial Guadeloupe Sarl		Ordinary		100	%
131 ZA de Calbassier, Basse-Terre, 97100, Guadeloupe	​	​	​	​	​
SOS Guadeloupe Traitement	​	Ordinary		100	%
Guatemala					​
9 Av. 39-97 zone 8 Guatemala					​
Servicios Agricolas Profesionales Sociedad Anonima		Ordinary		100	%
Guernsey					​
P O Box 155, Mill Court, La Charroterie, St Peter Port, GY1 4ET, Guernsey					​
Felcourt Insurance Company Limited		Ordinary		100	%
Guyana					​
Lot 8, Charles and Drysdale Streets, Charlestown, Georgetown, Guyana					​
Rentokil Initial Guyana Limited		Ordinary		100	%
Honduras					​
Colonia Palmira, Avenida Republica de Argentina, N 2017, Tegucigalpa Honduras, 11101, Honduras					​
Compania de Servicios e Inversiones SVM Honduras, S. de R.L.		Ordinary		100	%
Compania de Servicios SVM Olympus, S. de R.L.		Ordinary		100	%
Compania de Servicios SVM Progressive, S. de R.L.		Ordinary		100	%
Compania de Servicios SVM Technicians, S. de R.L.		Ordinary		100	%
Compania de Servicios SVM Vanguard, S. de R.L.		Ordinary		100	%
San Pedro Sula, Departamento de Cortes, San Pedro Sula, Honduras					​
Sagrip Honduras S.A.		Nominative		100	%
Hong Kong					​
23/F, Westin Centre, 26 Hung to Road, Kwun Tong, Kowloon, Hong Kong					​
Rentokil Hong Kong Investment Limited		Ordinary		100	%
Rentokil Initial Hong Kong Limited		Ordinary		100	%

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​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
India					​
2nd Floor, Narayani, Ambabai Temple Compound, Aarey Road, Goregaon West, Mumbai, Maharashtra, 400104, India					​
Corporate Millennium Hygiene Solutions Private Limited		Ordinary		100	%
Rentokil Initial Hygiene India Private Limited		Ordinary		100	%
Office No. 301, 3rd Floor, L. D. Building, Mehra Industrial Estate, LBS Marg, Vikhroli (West), Mumbai City, Mumbai, Maharashtra, 400079, India	​	​	​	​	​
HiCare Services Private Limited^1^	​	Ordinary	​	73	%
Villa No.3, Crescent Villa, Candolim, Goa, 403515, India					​
PCI Pest Control Private Limited		Ordinary		73	%
Indonesia					​
South Quarter Tower B, Lantai 21, Unit E,F,G,H. JI. R.A., Kartini Kav. 8, RT. 010/RW. 004 Kel., Cilandak Barat, Kec Cilandak, Jakarta, Selatan, Indonesia					​
PT. Calmic Indonesia		Ordinary A		100	%
​	​	Ordinary B	​	​	​
PT. Rentokil Indonesia		Ordinary A		100	%
​	​	Ordinary B	​	​	​
Gedung JDC Lt.6, Jl. Gatot Subroto Kav. 53 Petamburan, Tanah, Abang, Jakarta Pusat, Indonesia					​
PT. Wesen Indonesia		Ordinary		100	%
Ireland	​	​	​	​	​
Hazel House, Millennium Park, Naas, County Kildare, Ireland	​	​	​	​	​
Cannon Hygiene International Limited	​	Ordinary		100	%
Initial Medical Services (Ireland) Limited (t/a Healthcare Waste Mgt Servs)	​	Ordinary		100	%
Pest Pulse Limited	​	€0.0075 Ordinary A	​	100	%
​	​	€0.0075 Ordinary	​	​	​
​	​	€0.01 Ordinary	​	​	​
Rentokil Initial Holdings (Ireland) Limited	​	Ordinary	​	100	%
Rentokil Initial Limited	​	Ordinary	​	100	%
Ronaldon Limited	​	Ordinary		100	%
Israel					​
13 Hadid 7313500, Israel					​
Eitan Amichai Pest Management IPM Ltd		Ordinary		100	%
Yarokology Ltd.		Ordinary		100	%
Italy					​
Via Frassinago, 6, 40123, Bologna, BO, Emilia-Romagna, Italy	​	​	​	​	​
Bioaware S.R.L.^1^	​	Ordinary		100	%
Lfree S.R.L.^1^	​	Ordinary		100	%
Via Laurentina km. 26,500, 157 a/c, 00071, Pomezia, Italy					​
Rentokil Initial Italia SpA		Ordinary		100	%
Contrada S. Giovanni in Golfo, 221, Contrada San Giovanni i, 86100, CB, Molise, Italy	​	​	​	​	​
SOGESsp S.R.L.^1^	​	Ordinary		100	%
Jamaica					​
39-41 Second Street, Newport West, Kingston 13, Jamaica					​
Rentokil Initial (Jamaica) Limited		Ordinary		100	%
Jordan					​
Amman, Jabal AlHussien, Al Lud Str. 37 – 1st floor, Jordan					​
Arena Public Health Co.		Ordinary		100	%
Kenya					​
Unit 5 Sameer Industrial Park, Road C, Off Enterprise Road Industrial Area, Nairobi, Kenya					​
Rentokil Initial Kenya Limited		Ordinary		100	%
Lebanon					​
Boecker Building, Plot no. 3309, Ain El Remmaneh, Beirut, Lebanon	​	​	​	​	​
Boecker International SAL (Offshore)		Ordinary		100	%
Boecker World (Holding) s.a.l.	​	Ordinary		100	%
Adonis Building, Bechara el Khoury, Beirut, Lebanon	​	​	​	​	​
Boecker Public Health s.a.l	​	Ordinary		100	%
Libya					​
Janzour, Tripoli, Libya					​
Rentokil Delta Libya for Environmental Protection JSCO		Ordinary		65	%
Lithuania					​
Drobės g. 62, LT-45181, Kaunas, Lithuania					​
Dezinfa, UAB		Ordinary		100	%

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​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
Luxembourg					​
Rue de la Chapelle 47, 4967, Clemency, Luxembourg					​
Rentokil Luxembourg Sarl		Ordinary		100	%
6 Rue Eugene Ruppert, Luxembourg, 2453, Luxembourg					​
SVM Finance Luxembourg 1 S.a.r.l.		Ordinary		100	%
SVM Finance Luxembourg 2 S.a.r.l.		Ordinary		100	%
Malawi					​
Plot No. LE 377, Patridge Avenue, Limbe, P O BOX 5135, Malawi					​
Rentokil Initial Limited		Ordinary		100	%
Malaysia					​
Level 8 Symphony House, Block D13, Pusat Dagangan Dana, 47301 Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia					​
Rentokil Initial (M) Sdn Bhd		Ordinary		100	%
UFTC Sdn Bhd		Ordinary		100	%
Maldives					​
No. 6-A, Faamudheyrige Building, Orchid Magu, Repu, Malé, Maldives					​
Rentokil Initial Maldives (Pvt) Ltd		Preferential shares		100	%
Martinique					​
Zone Industrielle de Champigny, Ducos, Le Marin, 97224, Martinique					​
Rentokil Initial Martinique Sarl		Ordinary		100	%
Mexico					​
Juan Álvarez #482, Colonia Centro, Monterrey, N.L., 64000, Mexico	​	​	​	​	​
Balance Urbano Control de Plagas S.A. de CV	​	Ordinary		100	%
Sauce 29, Col. Santa Maria La Ribera, Cuauhtemoc, CDMX, 06400, Mexico	​	​	​	​	​
Control Vifer, S.A. de C.V.	​	Ordinary A	​	100	%
​	​	Ordinary B	​	​	​
Servicios de Plagas Terminix, S.A. de C.V.	​	Ordinary A	​	100	%
​	​	Ordinary B	​	​	​
Terminix International S.A. de C.V.	​	Ordinary A	​	100	%
​	​	Ordinary B	​	​	​
Calle 29, No. 210 Col. Garcia Gineres, Merida, Yucatán, 97070, Mexico					​
Personal Profesional de Pesticidas S.A. de C.V.		Ordinary		100	%
Mozambique					​
Avenida da Namaacha, kilometro 6, Residencial Mutateia, Cidade da Matola, Mozambique					​
Rentokil Initial Mozambique Limitada		Ordinary		100	%
Netherlands					​
Impact 6, 6921 RZ, Duiven, Netherlands					​
Ambius B.V.		Ordinary		100	%
Oude Middenweg 77, 2491 AC, Den Haag, Netherlands					​
B.V. Rentokil Funding	​	Ordinary A		100	%
BET (Properties) B.V.		Ordinary		100	%
BET Finance B.V.		Ordinary		100	%
Holland Reconditionering B.V.	​	Ordinary		100	%
Rentokil Initial Finance B.V.		Ordinary		100	%
Rentokil Initial International B.V.		Ordinary		100	%
Rentokil Initial Overseas (Holdings) B.V.		Ordinary		100	%
Ravenswade 54-S, 3439, Nieuwegein, LD, Netherlands					​
Rentokil Initial B.V.		Ordinary		100	%

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​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
New Zealand					​
Level 1, 89 Carbine Road, Mount Wellington, Auckland 1060, New Zealand					​
Rentokil Initial Limited		Ordinary		100	%
Norway					​
Wirgenes vei 8B, Barkåker, Tønsberg, Vestfold, 3157, Norway					​
Rentokil Forsikring Norge AS	​	Ordinary	​	100	%
Sanitetsveien 17, Postboks 84, Skjetten, 2026, Norway	​	​	​	​	​
Rentokil Initial Norge AS	​	Ordinary	​	100	%
Rambergveien 1, Tønsberg, 3115, Norway	​	​	​	​	​
Skadedyrbutikken AS		Ordinary		100	%
Pakistan					​
S-2 Commercial, 2nd Floor, Lalik Jan Chowk, Phase II, Lahore, Cantonment, Punjab, Pakistan					​
C-Shine Sustainable Solutions (Private) Limited		Ordinary		70	%
Peru					​
Calle 23 Mza, Z-1 Lote 9, Villa El Salvador, Peru					​
Ingeclean Peru S.A.C	​	Ordinary	​	100	%
Philippines					​
No 73 Elisco Road, Bo, Kalawaan, Pasig City, 1600, Philippines					​
Rentokil Initial (Philippines) Inc		Ordinary		100	%
Poland					​
Ul. Jana Pawla Woronicza, Nr 31, Lok. 78, 02-640, Warszawa, Poland					​
Rentokil Polska Sp. z o.o.		Ordinary		100	%
Ul. Dąbrowskiego 44, 50-457, Wrocław, Poland					​
Vaco sp. z o.o		Ordinary		100	%
Portugal					​
EN 115, Km 78,67, 2664-502, São Julião do Tojal, Portugal					​
Rentokil Initial Portugal – Serviços de Protecção Ambiental, Unipessoal, Lda		Ordinary		100	%
Republic of Korea	​	​	​	​	​
2nd Floor, Korea Disaster Relief Association, 371-19 Sinsu-Dong, Mapo-Gu, Seoul, Korea, 121-856, Republic of Korea
Rentokil Initial Korea Ltd	​	Common		100	%
Saudi Arabia					​
4477 King Abdul Aziz Road, Suleimaniya, Unit 2 Riyadh KSA, Saudi Arabia	​	​	​	​	​
BET Trading LLC	​	Ordinary		100	%
Boecker Public Health Saudia Company Limited		Ordinary		100	%
PO Box 30164, Office No: 401, 4th Floor, Al Tamimi Building, Al Khobar North, Al Khobar, 31952, Saudi Arabia
Rentokil Saudi Arabia Limited O.P.C		Ordinary		100	%

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​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
Singapore					​
16 Jalan Mesin, Singapore, 368815, Singapore					​
Rentokil Initial Asia Pacific Management Pte Ltd		Ordinary		100	%
Rentokil Initial Singapore Private Limited		Ordinary		100	%
Slovakia					​
Kopcianska 10, Bratislava, 851 01, Slovakia					​
Rentokil Initial s.r.o.		Ordinary		100	%
South Africa					​
Unit D12 Connaught Park, Riley Road, Beaconvale, Parow, 7000, South Africa					​
Cannon Hygiene (SA) Proprietary Limited		Ordinary		100	%
2 Stigant Road, Claremont, Cape Town, 7708, South Africa	​	​	​	​	​
Newshelf 1232 (Pty) Ltd	​	Preference	​	100	%
Rentokil Initial (Proprietary) Limited	​	Ordinary	​	100	%
Rentokil Initial Dikapi JV (Pty) Limited	​	Ordinary	​	59	%
Spain					​
C/ Los Carros, 1 Bajo, Pobladura de Pelayo de García, 24249, Leon, Spain		​	​	​	​
Desinfeccion de Plagas S.L.^1^		Ordinary		100	%
C/ Monasterio de Nájera 1, 50002, Zaragoza, Spain	​	​	​	​	​
Desinfecciones Bionext, S.L.	​	Ordinary		100	%
Pol. Ind. El Prado, Calle Bilbao, Nave 5, Parcel 17, 06800, Mérida, Badajoz, Spain	​	​	​	​	​
Fumigaciones Extremeñas Merida, S.L.^1^	​	Ordinary		100	%
C/ Mar Mediiterráneo 1 (entrada por Mar Adriático, San Fernando de Henares), 28830, Madrid, Spain	​	​	​	​	​
Initial Gaviota S.A.U		Ordinary		100	%
Rentokil Initial España SA		Ordinary A		100	%
​		Ordinary B		​	​
​		Ordinary C		​	​
Polígono Industrial “Pla de Vallonga”, Calle Meteorito, 59 – Alicante, Spain					​
Lokimica S.A		Ordinary		100	%
C/de la Nena Casas, 71, 08017, Barcelona, Spain					​
Servicios Depec S.L.		Ordinary		100	%
C/ Palanca 34, 28045, Madrid, Spain	​	​	​	​	​
Tecnologia y Desarrollo Medioambiental, S.L.	​	Ordinary		100	%
Sri Lanka					​
No. 307, Negombo Road, Peliyagoda, Sri Lanka					​
Rentokil Initial Ceylon (Private) Limited		Ordinary		100	%

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​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
Sweden					​
Avestagatan 61, SE 163 53 Spanga, Sweden					​
Ambius AB		Ordinary		100	%
Rent a Plant Interessenter AB		Ordinary		100	%
Sweden Recycling AB		Ordinary		100	%
c/o Nomor AB, Tusbystråket 1B, 191 61, Sollentuna, Sweden	​	​	​	​	​
Nomor AB		Ordinary		100	%
Nomor Försăkring AB		Ordinary		100	%
Nomor Holding AB		Ordinary		100	%
Terminix Nomor AB		Ordinary		100	%
Switzerland					​
Schäracher 5, 6232, Geuensee, Sursee, LU, Switzerland	​	​	​	​	​
Airomat GmbH^1^	​	Ordinary		100	%
Hauptstrasse 3, 4625 Oberbuchsiten, Oberbuchsiten, Switzerland					​
Rentokil Schweiz AG		Ordinary		100	%
Taiwan (Province of China)					​
14F-1, No. 26, Ln. 61, Sec. 1, Guangfu Rd., Sanchong Dist., New Taipei City, Taiwan (Province of China)					​
Initial Hygiene Co Ltd		Ordinary		100	%
Rentokil Co., Limited		Ordinary		100	%
Tanzania					​
1st Floor, Opal Place, 77 Haile Selassie Road, Masaki, P.O. Box 21184, Dar es Salaam, Tanzania					​
Initial Hygiene (T) Limited		Ordinary		100	%
Thailand					​
160 Vibhavadi Rangsit Road, Khwaeng Ratchadapisek, Khat Dindaeng, Thailand, 10400, Thailand					​
Cannon Pest Management Co. Ltd		Ordinary		100	%
Rentokil Initial (Thailand) Ltd		Ordinary		100	%
Trinidad and Tobago					​
Field no. 82, KK-LL, Aranguez South, Trinidad and Tobago					​
Rentokil Initial (Trinidad) Limited		Ordinary		100	%
Tunisia					​
Technopole Textile, SAHLINE, NEOTEX, MONASTIR, Sahline, 5012, Tunisia					​
CAP Tunis		Ordinary		100	%
Turkey					​
Tuna Mahallesi Sanat Caddesi No: 17 Daire: 121, Bornova, İzmir, Turkey					​
Rentokil Initial Çevre Sağlığı Sistemleri Ticaret ve Sanayi A.Ş		Ordinary		100	%
Uganda					​
Plot No 2012, Kalinabiri Road, Ntinda, Kampala, Uganda					​
Rentokil Initial Uganda Limited		Ordinary		100	%
United Arab Emirates					​
Office number 1403, PO Box 41999, TECOM, Al Barsha Heights, Dubai, United Arab Emirates					​
Boecker Food Safety L.L.C.		Ordinary		100	%
Al Shafar Tower 1, 14th Floor, Office No. 1401, TECOM, Al Barsha Heights, Dubai, United Arab Emirates	​	​	​	​	​
Boecker Pest Control L.L.C.		Ordinary		100	%
Boecker Public Health Pest Control	​	Ordinary		100	%
Equipment Trading L.L.C.	​	​	​	​	​
National Pest Control LLC	​	Ordinary		100	%
Rentokil Initial Pest Control LLC	​	Ordinary		100	%
7122 228/M AL, Shop #G4, Al Manakh, Sharjah, United Arab Emirates	​	​	​	​	​
National Pest Control Per Person Company LLC	​	Ordinary		100	%

​

​ F-75

Table of Contents Related Undertakings

continued

​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
United Arab Emirates (continued)					​
Al Suhyeen, Rolla, Office 205, Sharjah, United Arab Emirates					​
Specialist Int. Pest Control LLC		Ordinary		100	%
United Kingdom					​
Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, United Kingdom					​
AW Limited		Ordinary		100	%
B.E.T. Building Services Limited		Ordinary		100	%
BET (No.18) Limited		Ordinary		100	%
BET (No.68) Limited^2^		Ordinary		100	%
BET Environmental Services Ltd		Ordinary		100	%
BET Pension Trust Limited		Ordinary		100	%
BPS Offshore Services Limited^3^		Ordinary		100	%
Broadcast Relay Service (Overseas) Limited^3^		Ordinary		100	%
Castlefield House Limited		Ordinary		100	%
Chard Services Limited		Ordinary		100	%
CHL Legacy Limited^3^		Ordinary		100	%
Contemporary Plant Designs Limited^3^	​	Ordinary	​	100	%
DCUK (FM) Limited^1^	​	Ordinary	​	100	%
DCUKFM Holdings Limited^1^	​	Ordinary	​	100	%
DuctClean (UK) Limited^1^	​	Ordinary	​	100	%
Dudley Industries Limited		Ordinary		100	%
Enigma Laundries Limited		Ordinary		100	%
Enigma Services Group Limited		Ordinary		100	%
Enviro-Fresh Limited		Ordinary		100	%
Environmental Contract Services Limited^3^		Ordinary		100	%
Euroguard Technical Services Limited		Ordinary		100	%
Grayston Central Services Limited		Ordinary		100	%
Hometrust Limited		Ordinary		100	%
Initial Limited^3^		Ordinary		100	%
Initial Medical Services Limited		Ordinary		100	%
Interior Contracts (UK) Limited^3^	​	Ordinary	​	100	%
Kent Tropical Interiors Limited^3^	​	Ordinary A	​	100	%
​	​	Ordinary B	​	​	​
Manor Planting Ltd^3^	​	Ordinary	​	100	%
Nature At Work Limited	​	Ordinary	​	100	%
Newman's Plants Limited^3^	​	Ordinary A	​	100	%
​	​	Ordinary B	​	​	​
​	​	Ordinary C	​	​	​
Opel Transport & Trading Company Limited		Ordinary		100	%
Paul Lomax Limited		Ordinary A		100	%
​	​	Ordinary B	​	​	​
​	​	Ordinary C	​	​	​
Peter Cox Limited	​	Ordinary A	​	100	%
Plant Nominees Limited		Ordinary		100	%
Prime Projects International Limited^3^	​	Ordinary	​	100	%
Prokill (UK) Ltd		Ordinary A		100	%
Prokill Limited		Ordinary A		100	%
​		Ordinary B		​	​
​		Ordinary C		​	​
​		Ordinary D		​	​
Rapid Washrooms Limited		Ordinary A		100	%
​		Ordinary B	​	​	​
​		Ordinary C	​	​	​

​

​ F-76

Table of Contents Related Undertakings

continued

​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
United Kingdom (continued)					​
Rentokil Dormant (No.6) Ltd		Ordinary		100	%
Rentokil Initial (1896) Limited^3^		Ordinary		100	%
Rentokil Initial (1993) Limited^3^		Ordinary		100	%
​		6% Non-Redeemable Preference	​	​	​
Rentokil Initial 1927 plc		Ordinary		100	%
​		Redeemable Preference: AUD,CAD,CLP,DKK,IDR,ILS,NOK,NZD,USD EUR	​	​	​
​		Cumulative Preference (Non-Redeemable)	​	​	​
Rentokil Initial Americas Limited^3^		Ordinary		100	%
Rentokil Initial Asia Pacific Limited^3^		Ordinary		100	%
Rentokil Initial Brazil Limited^3^		Ordinary		100	%
Rentokil Initial Finance Limited^3^		Ordinary		100	%
Rentokil Initial Holdings Limited^3,4^		Ordinary		100	%
Rentokil Initial Investments South Africa^3^		Ordinary		100	%
Rentokil Initial Pension Trustee Limited		Ordinary		100	%
Rentokil Initial Services Limited		Ordinary		100	%
Rentokil Initial UK Ltd		Ordinary		100	%
Rentokil Insurance Limited		Ordinary		100	%
Rentokil Limited^3^		Ordinary		100	%
Rentokil Overseas Holdings Limited^3^		Ordinary		100	%

​

​ F-77

Table of Contents Related Undertakings

continued

​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
United Kingdom (continued)					​
Rentokil Property Care Limited		Ordinary		100	%
Rentokil Property Holdings Limited		Ordinary		100	%
RI Dormant No.18 Limited		Ordinary		100	%
RI Dormant No.20 Limited		Ordinary		100	%
Saaman Limited^3^	​	Ordinary	​	100	%
Stratton House Leasing Limited^3^		Ordinary		100	%
SVM International Services Limited		Ordinary		100	%
Target Express Holdings Limited		Ordinary		100	%
Target Express Limited		Ordinary		100	%
Target Express Parcels Limited		Ordinary		100	%
TEB Cleaning Services Limited		Ordinary		100	%
The Palfreymans Limited	​	Ordinary A	​	100	%
​	​	Ordinary B	​	​	​
​	​	Ordinary C	​	​	​
​	​	Ordinary D	​	​	​
​	​	Ordinary E	​	​	​
Tropical Ambience Limited	​	Ordinary	​	100	%
Tropical Innovation Limited^3^	​	Ordinary	​	100	%
Urban Planters Franchise Limited^3^	​	Ordinary	​	100	%
Waterized Limited^1,3^	​	Ordinary	​	100	%
Stephens & Carter Limited^2^	​	Ordinary	​	100	%
The Ca’D’Oro, 45 Gordon Street, Glasgow, Scotland, G1 3PE, United Kingdom	​	​	​	​	​
Duct Clean Services LTD^3^	​	Ordinary	​	100	%
Industrial Clothing Services Limited		Ordinary		100	%
Pest Protection Services (Scotland) Limited		Ordinary A		100	%
RI Dormant No.12 Limited		Ordinary		100	%
Wise Property Care Ltd.		Ordinary		100	%

​

​ F-78

Table of Contents Related Undertakings

continued

​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
United States	​	​	​	​	​
1125 Berkshire Blvd, Suite 150, Reading PA 19610, United States					​
Advanced Pest Management Co, LLC		Common		100	%
Cygnet Enterprises Northwest, Inc		Common		100	%
Cygnet Enterprises West, Inc		Common		100	%
Cygnet Enterprises, Inc		Common		100	%
Medentex LLC	​	Common	​	100	%
Oliver Exterminating Dominicana Corp		Common		100	%
Rentokil Initial Environmental Services LLC	​	Interest	​	100	%
Rentokil North America, Inc.		Ordinary		100	%
Rentokil of Puerto Rico, Inc.		Common		100	%
Solitude Lake Management, LLC		Common		100	%
Vector Disease Acquisition, LLC		Series A shares		100	%
​	​	Series B shares	​	​	​
​	​	Common shares	​	​	​
Vector Disease Control International, LLC		Common		100	%
2288 150th Street Halstad MN 56548, United States		​	​	​	​
Airborne Vector Control LLC		Common		100	%
Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808, United States	​	​	​	​	​
Anza, LLC	​	Ordinary		100	%
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, United States	​	​	​	​	​
Anza, LLC	​	Ordinary		100	%
Creative Plantings Inc	​	Ordinary		100	%
Initial Contract Services LLC	​	Interest		100	%
Ramac (US) LLC	​	Interest		100	%
Rentokil Initial US Holdings, Inc.	​	Common		100	%
Rentokil Terminix Funding, LLC^1^	​	Interest		100	%
Secure Monthly Affordable Credit Corporation	​	Common		100	%
Secure Monthly Affordable Credit Limited Partnership	​	Ordinary	​	100	%
SVM Honduran Service and Investments Company, LLC	​	Interest	​	100	%
SVM Olympus Service Company, LLC	​	Interest	​	100	%
SVM Progressive Service Company, LLC	​	Interest	​	100	%
SVM Technicians Service Company, LLC	​	Interest	​	100	%
SVM Vanguard Service Company, LLC	​	Interest	​	100	%
Terminix Consumer Services, LLC	​	Interest	​	100	%
Terminix Holdings, LLC	​	Interest	​	100	%
Terminix International Holdings, Inc	​	Common	​	100	%
Terminix Management Corporation	​	Interest	​	100	%
Terminix Receivables Company LLC	​	Interest	​	100	%
The Terminix Company, LLC	​	Interest	​	100	%
TMX Holdco, LLC	​	Interest	​	100	%
United Transport America LLC	​	Interest	​	100	%
Virginia Properties Inc	​	Ordinary	​	100	%
PO Box 4510 Ten Free Street, Portland ME 04112, United States	​	​	​	​	​
Asiatic Investments, Inc.		Ordinary	​	100	%
1000 Labarre Road, Metairie, LA 70001, United States		​	​	​	​
Mississippi Mosquito Control, LLC		Interest		100	%
Mosquito Control of Lafourche, LLC		Interest		100	%
Mosquito Control Services of Florida, LLC		Interest		100	%
Mosquito Control Services of Georgia, LLC	​	Interest	​	100	%
Mosquito Control Services, L.L.C	​	Interest		100	%
Rittiner Group, L.L.C.	​	Interest	​	100	%
St. Charles Mosquito Control, L.L.C.	​	Interest		100	%
St. John Mosquito Control, L.L.C.	​	Interest		100	%
Terrebonne Mosquito Control, LLC	​	Interest		100	%
1000 Satellite Blvd, Ste 101, Suwanee, Gwinnett County GA 30024, United States	​	​	​	​	​
ProPest Products, Inc.^1^	​	Ordinary		100	%
2540, Lawrenceville Hwy, Lawrenceville, GA 30044, United States	​	​	​	​	​
Steritech-Canada, Inc.	​	Common		100	%
Asiatic Holdings LLC	​	Ordinary		100	%
463 Mountain View Drive, Suite 301, 3rd Floor, Colchester VT 05446, United States	​	​	​	​	​
Steward Insurance Company	​	Common	​	100	%
860 Ridge Lake Blvd., Memphis TN 38120, United States	​	​	​	​	​
Terminix Gift, L.L.C.	​	Interest	​	100	%
150 Peabody Place, Memphis TN 38103, United States	​	​	​	​	​
The Terminix International Company Limited Partnership	​	Ordinary	​	100	%
The Terminix Foundation	​	Interest	​	100	%
Uruguay					​
Tomás Giribaldi, apto 3, 2270, Uruguay	​	​	​	​	​
Amalur Uruguay Sociedad Anónima	​	Ordinary		100	%
Chana, 2033, Departmento de Montevideo, Uruguay	​	​	​	​	​
La Sanitaria S.A.	​	Ordinary		100	%
La Paz, 1227, Departamento de Montevideo, Uruguay					​
Livelux S.A.		Ordinary		100	%
Vietnam					​
54-56 Nguyen Trai Street, Ben Thanh Ward, District 1, Ho Chi Minh City, Vietnam					​
Rentokil Initial (Vietnam) Company Limited		Ordinary		100	%
Virgin Islands, U.S.	​	​	​	​	​
Merchants Financial Center, 4608 Tutu Park Mall, Suite 202, St Thomas, Virgin Islands, 00802-1816, Virgin Islands, U.S.					​
Terminix International USVI, LLC		Interest		100	%

​

​ F-79

Table of Contents Related Undertakings

continued

​

Associated undertakings ​

​	​	​	​	​	​
​	​	​		% held by
​	​	​	​	Group
Company name		Share class	​	companies
People’s Republic of China					​
B3, Xunmei Industrial Zone, Fengze District, Quanzhou City, Fujian Province, China					​
Fujian Xunke Pest Control Company Limited		Ordinary		30	%
Room 1005, Unit 1, Building 1, No.1 Huangjin Road, Dongguan City, Guangdong Province, China	​	​	​	​	​
Guangdong New Hope Environmental Technology Co., Ltd.	​	Ordinary	​	30	%
No.14 Wenguangtingjiao Road, Chaoyang District, Shantou City, China					​
Guangdong Vircon Pest Management Company Limited		Ordinary A		30	%
Room (2-1), Unit19, Xindian Xingzuo, Haishu district, Ningbo City, Zhejiang Province, China					​
Ningbo Yuying Vector Control Company Limited		Ordinary		30	%
Egypt					​
Third floor, Jupiter Building, B3, Majara Compound, Sheikh Zayed, Giza, Egypt					​
ServicePros S.A.E.^5^		Ordinary		30	%
France					​
41 Avenue de La Porte de Villiers, 92200, Neuilly-Sur-Seine, France					​
SCI Pierre Brossolette		Ordinary		26.25	%
Japan					​
Kudan Terrace, 1-6-5 Kudan Minami, Chiyoda-Ku, Tokyo, 102-0074, Japan					​
Nippon Calmic Ltd		Ordinary		49	%
Nigeria					​
Old Ojo Road, Off Badagry Expressway, Agboju, Lagos, 359/361, Nigeria					​
Boecker Public Health Services Ltd		Ordinary		30	%
Norway					​
Veverivegen 10, 2848 Skreia, Norway					​
Skadedyrkontrollen øst AS		Ordinary		40	%
Qatar					​
16 A Al Mana Business Tower, Doha, Qatar					​
Boecker Public Safety Services – Qatar W.L.L.		Ordinary		24.5	%
United Kingdom					​
Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, United Kingdom					​
Hometrust Kitchens Limited		Ordinary		25	%
Torchsound Properties Limited		Ordinary		50	%
​	​	​	​	​	​
1.	Acquired or incorporated by the Group in 2024.
---	---
2.	Temporary restoration.
---	---
3.	As permitted by section 479A of the Companies Act 2006, the Company intends to take advantage of the audit exemption in relation to the individual accounts of these companies.
---	---
4.	Owned directly by Rentokil Initial plc.
---	---
5.	This entity is non-operational and the Group does not carry out business in this jurisdiction.
---	---

​

​

​ F-80

​ Exhibit 2.2

DESCRIPTION OF SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The following description sets forth certain material terms and provisions of the securities of Rentokil Initial plc (“Rentokil Initial”, the “Company”, “we”, “us”, and “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”).

General

The Company’s securities include (a) ordinary shares of par value £0.01 each, and (b) American Depositary Shares (the “ADSs”), each representing five ordinary shares. The ordinary shares are listed on the London Stock Exchange and are registered under the Act, not for trading, but only in connection with the listing of the ADSs, which are listed on the New York Stock Exchange and are held by The Bank of New York Mellon as depositary (the “Depositary”).

As at 31 December 2024, there were 2,524,539,885 ordinary shares outstanding.

Ordinary Shares

The following is a summary of the material terms of (1) the Rentokil Initial ordinary shares as set forth in the articles of association of Rentokil Initial (the “Articles”), and (2) English law insofar as it applies to the Rentokil Initial ordinary shares. The following description of the ordinary shares is a summary and does not purport to be complete. A copy of the Articles is filed as an exhibit to Rentokil Initial’s annual report on Form 20-F for the fiscal year ended 31 December 2024 as Exhibit 1.1.

Share Capital

All Rentokil Initial ordinary shares have equal voting rights and no right to a fixed income. There are no acquisition rights or obligations in relation to the issue of Rentokil Initial ordinary shares in the capital of Rentokil Initial or an undertaking to increase the capital of Rentokil Initial. There are no convertible securities, exchangeable securities or securities with warrants in Rentokil Initial. Rentokil Initial has no authorized share capital limit under its Articles.

Liability of Shareholders

The liability of the shareholders is limited to the amount, if any, unpaid on the shares held by them. Shareholders are referred to as members in the Articles of Rentokil Initial and the UK Companies Act 2006. All Rentokil Initial ordinary shares are fully paid and, accordingly, no further contribution of capital may be required by Rentokil Initial from the holders of Rentokil Initial ordinary shares.

Further Issuances of Share Capital and Pre-emptive Rights

Pursuant to the UK Companies Act 2006, Rentokil Initial’s directors are, with certain exceptions, not permitted to allot any equity securities without express authorization from Rentokil Initial’s shareholders. Further, under the UK Companies Act 2006, Rentokil Initial may not issue shares for cash (other than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is waived by a special resolution of the shareholders.

Subject to receipt of authorization from Rentokil Initial’s shareholders, the directors may issue shares with such rights or restrictions, including shares that are redeemable at the option of Rentokil Initial or the shareholder, as the directors or Rentokil Initial by ordinary resolution may determine. Throughout this section, references to shares of Rentokil Initial refer to any shares that may be issued out of the capital of Rentokil Initial, including Rentokil Initial ordinary shares.

Changes to the Share Capital

Shareholder approval by ordinary resolution is required for Rentokil Initial to: 1

​

●	consolidate and divide all or any of its share capital into shares of larger nominal amount than its existing shares; and
●	sub-divide its shares, or any of them, into shares of smaller nominal amount than its existing shares.
---	---

​

The UK Companies Act 2006 contains the procedural requirements for a reduction of capital. The reduction of capital must be approved by shareholders by special resolution and must be approved by a court. The decision to approve the reduction is at the court’s discretion, and it will consider whether (a) the reduction is for a discernible purpose, (b) all shareholders are treated equally, (c) the reduction has been properly explained to shareholders and (d) the company’s creditors are safeguarded. Subject to these requirements, Rentokil Initial may reduce its share capital, its capital redemption reserve and any share premium account in any way.

Repurchase of Shares

Once approved by Rentokil Initial shareholders by ordinary resolution and subject to certain procedural requirements of the UK Companies Act 2006, Rentokil Initial may repurchase its own shares. Any shares which have been repurchased may be held as treasury shares or, if not so held, must be cancelled immediately upon the completion of the purchase, thereby reducing the amount of Rentokil Initial’s issued share capital.

Dividends

Rentokil Initial shareholders may by ordinary resolution declare dividends in accordance with the respective rights of the shareholders but no dividends shall exceed the amount recommended by the directors. No dividend shall be paid otherwise than out of profits available for distribution as specified in the UK Companies Act 2006. The directors may pay interim dividends or dividends payable at a fixed rate, if it appears to them that they are justified by the profits of Rentokil Initial available for distribution. If the directors act in good faith, they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

Rentokil Initial ordinary shares carry the right to receive dividends and distributions that have been declared by Rentokil Initial on a pro rata basis but have no other right to share in the profits of Rentokil Initial and are not entitled to any fixed income. Rentokil Initial may issue shares that rank prior to the Rentokil Initial ordinary shares in respect of payment of dividends.

Rentokil Initial shareholders may, at a general meeting declaring a dividend, upon the recommendation of the directors and by ordinary resolution, direct that the payment of all or any part of the dividend be satisfied by the distribution of assets and, where any difficulty arises in regard to the distribution, the directors may settle the same as they think fit.

The directors may, with the approval of Rentokil Initial shareholders by ordinary resolution, offer any holders of Rentokil Initial ordinary shares the right to elect to receive Rentokil Initial ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the directors) of all or any dividend.

Rentokil Initial or the directors may fix a date as the record date by reference to which a dividend will be declared or paid, or a distribution, allotment or issue made.

No dividend or other money payable in respect of a share shall bear interest against Rentokil Initial, unless otherwise provided by the rights attached to the share.

The directors may elect to pay dividends solely by means of electronic transfer, or such other method as the directors may decide and which method may be different for different holders or groups of holders of shares, to an account nominated in writing by the holder of the shares. Rentokil Initial shall treat any payment due to shareholders who provide no, or invalid, account details as an unclaimed dividend.

Any dividend, or any amount treated as an unclaimed dividend or any other moneys payable in respect of a share shall, be forfeited and cease to remain owing by Rentokil Initial if:

​ 2

​

●	the dividend, amount or moneys has or have remained unclaimed for six years from the date when it or they became due for payment and the directors so resolve; or
●	the share in respect of which the dividend, amount or other moneys is or are payable is sold pursuant to Rentokil Initial’s untraced shares provision.
---	---

Any such sums may (but need not) be paid by Rentokil Initial into an account separate from Rentokil Initial’s own account.

Rentokil Initial may cease sending dividend payments in respect of a share if these payments have been returned undelivered to, or left uncashed by, the shareholder on at least two consecutive occasions or, if following one such occasion, reasonable inquiries have failed to establish a shareholder’s new address. Rentokil Initial must recommence sending payments for dividends payable on that share if the shareholder claims a dividend or cashes a dividend warrant, cheque, or similar financial instrument.

Voting Rights

All Rentokil Initial ordinary shares have equal voting rights and are entitled to attend and vote at all general meetings of Rentokil Initial. Rentokil Initial may issue, subject to certain restrictions, shares with preferential voting rights. This section assumes that all shares have equal voting rights and that no preferential shares are issued.

Under English law, resolutions to be voted on by shareholders at a general meeting can be either an ordinary resolution, which means that the resolution must be passed by a simple majority of shareholders or holders of a simple majority of the shares (depending on whether the vote is by a show of hands or by a poll) present in person or by proxy and entitled to vote at the general meeting, or a special resolution, which means that the resolution must be passed by a majority of not less than 75% of the shareholders or holders of 75% of the shares (depending on whether the vote is by a show of hands or by a poll) present in person or by proxy and entitled to vote at the general meeting. For a resolution to be regarded as a special resolution, the notice of the general meeting must specify the intention to propose the resolution as a special resolution.

A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall, unless the chair of the meeting determines that it shall be decided on a show of hands, be decided on a poll. Subject thereto, a resolution put to the vote at a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded by:

●	the chair of the meeting;
●	not less than five shareholders having the right to vote at the meeting;
---	---
●	a shareholder or shareholders representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting (excluding any voting rights attached to any shares in Rentokil Initial held as treasury shares); or
---	---
●	a shareholder or shareholders holding shares conferring a right to vote on the resolution on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any shares in Rentokil Initial conferring a right to vote at the meeting which are held as treasury shares).
---	---

On a show of hands, every shareholder who is present in person has one vote regardless of the number of shares held by such shareholder. Every proxy duly appointed by a shareholder entitled to vote on the resolution and present has one vote.

On a poll every shareholder present in person or by duly appointed proxy or corporate representative has one vote for every share held by the shareholder. A shareholder, proxy or corporate representative entitled to more than one vote need not, if he or she votes, use all his or her votes or cast all the votes he or she uses the same way.

​ 3

​ For the purposes of determining which persons are entitled to attend or vote at a general meeting, Rentokil Initial may specify in the notice convening the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting.

In the case of joint holders, the most senior of the joint holders who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of shareholders.

No shareholder will be permitted to vote at a general meeting or at a separate meeting of the holders of any class of shares in Rentokil Initial, either personally or by proxy, in respect of any share held by him unless all amounts presently payable by such holder in respect of that share have been paid.

Neither English law nor Rentokil Initial’s Articles impose any limitation on the rights of non-UK residents or foreign shareholders to own Rentokil Initial ordinary shares, including the rights to hold or exercise voting rights on the Rentokil Initial ordinary shares.

Transfer of Shares

A share in certificated form may be transferred by an instrument of transfer which may be in any usual form or in any other form approved by the directors, executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. A share in uncertificated form may be transferred by means of the relevant system concerned.

In their absolute discretion, the directors may refuse to register the transfer of a share in certificated form unless the instrument of transfer:

●	is lodged, duly stamped, at the office of Rentokil Initial or such other place as the directors may appoint and is accompanied by the certificate for the share to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer;
●	is in respect of only one class of share; and
---	---
●	is not in favour of more than four transferees.
---	---

​

If the directors refuse to register a transfer of a share in certified form, they shall send the notice of their refusal within two months after the date on which the instrument of transfer was lodged with Rentokil Initial.

No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.

The directors may refuse to register a transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form in any case where Rentokil Initial is entitled to refuse to register the transfer under the Uncertificated Securities Regulations 2001.

For uncertificated shares, transfers shall be registered only in accordance with the terms of the Uncertificated Securities Regulations 2001.

Distribution of Assets on a Winding-up

If Rentokil Initial is wound up, the liquidator may, with the approval of shareholders by a special resolution and any other approvals required by law, divide among the shareholders in specie the whole or any part of the assets of Rentokil Initial and may, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with such approvals, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as he or she may with the like sanction determine, but no shareholder shall be compelled to accept any assets upon which there is a liability.

​ 4

​ Disclosure of Shareholder Ownership

There are no provisions in the Articles whereby persons acquiring, holding or disposing of a certain percentage of the Rentokil Initial ordinary shares are required to make disclosure of their ownership percentage, although there are such requirements under statute and regulation.

Untraced Shareholders

Rentokil Initial is entitled to sell, all or any of the shares of a member or the shares to which a person is entitled by transmission, if:

●	there has been a period of 12 years, during which at least three dividends in respect of the shares in question have become payable but no divided has been claimed (the relevant period);
●	Rentokil Initial has made reasonable enquiries to establish the address of the member or person entitled;
---	---
●	Rentokil Initial has sent a notice stating that it intends to sell the shares to the last known address of the member or person entitled; and
---	---
●	during the relevant period and for the period of three months following the date on which sale notice is deemed to have been received by the member or person entitled, Rentokil Initial has received no indication either of the whereabouts or of the existence of such shareholder or person.
---	---

​

The net proceeds of the sale shall belong to Rentokil Initial and Rentokil Initial will not be liable to the former shareholder or person who would have been entitled to the shares by transmission for the proceeds of sale. Rentokil Initial may use the proceeds for any purpose as the directors may from time to time decide.

A shareholder shall not be entitled to receive any document or information that is required or authorized to be sent or supplied to the shareholder by Rentokil Initial by a provision of the UK Companies Acts or pursuant to the Articles or to any other rules or regulations to which Rentokil Initial may be subject if documents or information sent or supplied to that shareholder by post in accordance with the Articles have been returned undelivered to Rentokil Initial:

●	on at least two consecutive occasions; or
●	on one occasion and reasonable enquiries have failed to establish the shareholder’s address.
---	---

​

Variation of Rights

If at any time the capital of Rentokil Initial is divided into different classes of shares, the rights attached to any class may be varied, either while Rentokil Initial is a going concern or during or in contemplation of a winding up in such manner (if any) as may be provided by those rights. If there are no such provisions, the rights attaching to that class may be varied either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class (not including any treasury shares), or with the approval of a special resolution by the Rentokil Initial shareholders, passed at a separate meeting of the holders of such shares, but not otherwise.

The rights attached to any class of shares will not, unless otherwise expressly provided by the terms of issue, be deemed to be varied by: (i) the creation or issue of further shares ranking equally with them, or (ii) the purchase or redemption by Rentokil Initial of any of its own shares.

Amendment to the Articles of Association

Under English law, Rentokil Initial’s shareholders may, by special resolution, alter, delete, substitute, amend or add to its Articles. The Rentokil Initial board of directors is not authorized to change its Articles.

​ 5

​ American Depositary Shares

Our ADSs are deposited pursuant to the Amended and Restated Deposit Agreement dated 26 November 2018 (the “Deposit Agreement”), by and among Rentokil Initial, the Depositary and the owners and holders of ADSs deposited with the Depositary. As of the date of this document, the Depositary’s principal executive office is located at 240 Greenwich Street, New York, New York 10286. The following is a description of the rights of the owners and holders of ADSs and the material provisions of the Deposit Agreement. For complete information, please refer to the Deposit Agreement, the form of which has been filed with the SEC as exhibit 4.1 of Rentokil Initial’s Form F-4/A filed with the SEC on 2 September 2022 (File No. 333-265455).

The Depositary will register and deliver Rentokil Initial ADSs. Each Rentokil Initial ADS will represent five Rentokil Initial ordinary shares (or a right to receive five Rentokil Initial ordinary shares) deposited with the custodian. Each Rentokil Initial ADS will also represent any other securities, cash or other property that may be held by the Depositary. The deposited Rentokil Initial ordinary shares, together with any other securities, cash or other property held by the Depositary are referred to as the “deposited securities”.

An individual may hold Rentokil Initial ADSs either (A) directly (i) by having an American depositary receipt (“ADR”), which is a certificate evidencing a specific number of Rentokil Initial ADSs, registered in his or her name, or (ii) by having uncertificated Rentokil Initial ADSs registered in his or her name, or (B) indirectly by holding a security entitlement in Rentokil Initial ADSs through his or her broker or other financial institution that is a direct or indirect participant in DTC. If an individual holds Rentokil Initial ADSs directly, he or she is registered Rentokil Initial ADS holder (a “Rentokil Initial ADS Holder”). This description is applicable to an individual that is a Rentokil Initial ADS Holder. If an individual holds the Rentokil Initial ADSs indirectly, he or she must rely on the procedures of his or her broker or other financial institution to assert the rights of Rentokil Initial ADS Holders described in this section. Such individual should consult with his or her broker or financial institution to find out what those procedures are.

Registered holders of uncertificated Rentokil Initial ADSs will receive statements from the Depositary confirming their holdings.

As a Rentokil Initial ADS Holder, Rentokil Initial will not treat such individual as one of Rentokil Initial’s shareholders and such individual will not have shareholder rights. English law governs the shareholder rights of holders of Rentokil Initial shares. The Depositary will be the holder of the Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs. As a registered holder of Rentokil Initial ADSs, such individual will have Rentokil Initial ADS Holder rights. The Deposit Agreement among Rentokil Initial, the Depositary, Rentokil Initial ADS Holders and all other persons indirectly or beneficially holding Rentokil Initial ADSs sets out Rentokil Initial ADS Holder rights as well as the rights and obligations of the Depositary. New York law governs the Deposit Agreement and the Rentokil Initial ADSs.

Dividends and Other Distributions

The Depositary has agreed to pay or distribute to Rentokil Initial ADS Holders the cash dividends or other distributions it or the custodian receives on Rentokil Initial ordinary shares or other deposited securities, upon payment or deduction of its fees and expenses. Rentokil Initial ADS Holders will receive these distributions in proportion to the number of Rentokil Initial ordinary shares their Rentokil Initial ADSs represent.

Cash Distributions

The Depositary will convert any cash dividend or other cash distribution Rentokil Initial pays on the Rentokil Initial ordinary shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the Deposit Agreement allows the Depositary to distribute the foreign currency only to those Rentokil Initial ADS Holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the Rentokil Initial ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes or other governmental charges that must be paid will be deducted. The Depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the Depositary cannot convert the foreign currency, Rentokil Initial ADS Holders may lose some of the value of the distribution.

​ 6

​ Ordinary Shares

The Depositary may, and, if Rentokil Initial so requests in writing, shall, distribute additional Rentokil Initial ADSs representing any Rentokil Initial ordinary shares distributed as a dividend or free distribution. The Depositary will only distribute whole Rentokil Initial ADSs. It will sell Rentokil Initial ordinary shares, which would require it to deliver a fraction of a Rentokil Initial ADS (or Rentokil Initial ADSs representing those Rentokil Initial ordinary shares) and distribute the net proceeds in the same way as it does with cash. If the Depositary does not distribute additional Rentokil Initial ADSs, the outstanding Rentokil Initial ADSs will also represent the new Rentokil Initial ordinary shares. The Depositary may sell a portion of the distributed Rentokil Initial ordinary shares (or Rentokil Initial ADSs representing those Rentokil Initial ordinary shares) sufficient to pay its fees and expenses in connection with that distribution and to pay any tax or other governmental charge to which such distribution is subject.

Rights to Purchase Additional Rentokil Initial Ordinary Shares

If Rentokil Initial offers holders of its securities any rights to subscribe for additional Rentokil Initial ordinary shares or any other rights, the Depositary shall, to the extent lawful and practical (i) exercise those rights on behalf of Rentokil Initial ADS Holders, (ii) distribute those rights to Rentokil Initial ADS Holders or (iii) sell those rights and distribute the net proceeds to Rentokil Initial ADS Holders, in each case after deduction or upon payment of its fees and expenses. To the extent the Depositary does not do any of those things, it will allow the rights to lapse. In that case, no value for them will be received. The Depositary will exercise or distribute rights only if Rentokil Initial asks it to and Rentokil Initial and the Depositary enter into a separate agreement setting forth the conditions and procedures of the offering. If the Depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of Rentokil Initial ordinary shares, new Rentokil Initial ADSs representing the new Rentokil Initial ordinary shares, to subscribing Rentokil Initial ADS Holders, but only if Rentokil Initial ADS Holders have paid the exercise price to the Depositary. U.S. securities laws may restrict the ability of the Depositary to distribute rights or Rentokil Initial ADSs or other securities issued on exercise of rights to all or certain Rentokil Initial ADS Holders, and the securities distributed may be subject to restrictions on transfer. The Depositary may sell a portion of the rights to subscribe for additional Rentokil Initial ordinary shares sufficient to pay any tax or other governmental charge to which such distribution is subject.

Other Distributions

The Depositary will send to Rentokil Initial ADS Holders anything else Rentokil Initial distributes on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the Depositary has a choice. It may decide to sell what Rentokil Initial distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what Rentokil Initial distributed, in which case Rentokil Initial ADSs will also represent the newly distributed property. However, the Depositary is not required to distribute any securities (other than Rentokil Initial ADSs) to Rentokil Initial ADS Holders unless it receives satisfactory assurances from Rentokil Initial that it is legal to make that distribution. The Depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution and to pay any tax or other governmental charge to which such distribution is subject. U.S. securities laws may restrict the ability of the Depositary to distribute securities to all or certain Rentokil Initial ADS Holders, and the securities distributed may be subject to restrictions on transfer.

The Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any Rentokil Initial ADS Holders. Rentokil Initial has no obligation to register Rentokil Initial ADSs, Rentokil Initial ordinary shares, rights or other securities under the U.S. Securities Act. Rentokil Initial also has no obligation to take any other action to permit the distribution of Rentokil Initial ADSs, Rentokil Initial ordinary shares, rights or anything else to Rentokil Initial ADS Holders. This means that Rentokil Initial ADS Holders may not receive the distributions Rentokil Initial makes on Rentokil Initial ordinary shares or any value for them if it is illegal or impractical for it to make them available to Rentokil Initial ADS Holders.

Deposit, Withdrawal and Cancellation

The Depositary will deliver Rentokil Initial ADSs if the Rentokil Initial ADS Holder or his or her broker deposits Rentokil Initial ordinary shares or evidence of rights to receive Rentokil Initial ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will register the appropriate number of Rentokil Initial

​ 7

​ ADSs in the names requested and will deliver the Rentokil Initial ADSs to or upon the order of the person or persons that made the deposit.

Rentokil Initial ADS Holders may surrender their Rentokil Initial ADSs to the Depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will deliver Rentokil Initial ordinary shares and any other deposited securities underlying the Rentokil Initial ADSs to the Rentokil Initial ADS Holder or a person the Rentokil Initial ADS Holder designates at the office of the custodian. Or, at such individual’s request, risk and expense, the Depositary will deliver the deposited securities at its office, if feasible. However, the Depositary is not required to accept surrender of Rentokil Initial ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The Depositary may charge the Rentokil Initial ADS Holder a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

Rentokil Initial ADS Holders may surrender their ADRs to the Depositary for the purpose of exchanging their ADRs for uncertificated Rentokil Initial ADSs. The Depositary will cancel that ADR and will send to the Rentokil Initial ADS Holder a statement confirming that the Rentokil Initial ADS Holder is the registered holder of uncertificated Rentokil Initial ADSs. Upon receipt by the Depositary of a proper instruction from a registered holder of uncertificated Rentokil Initial ADSs requesting the exchange of uncertificated Rentokil Initial ADSs for certificated Rentokil Initial ADSs, the Depositary will execute and deliver to the Rentokil Initial ADS Holder an ADR evidencing those Rentokil Initial ADSs.

Voting Rights

Rentokil Initial ADS Holders may instruct the Depositary how to vote the number of deposited shares their Rentokil Initial ADSs represent. After Rentokil Initial requests the Depositary to solicit Rentokil Initial ADS Holders’ voting instructions, the Depositary will notify such individuals of a shareholders’ meeting and send or make voting materials available to them. Those materials will describe the matters to be voted on and explain how Rentokil Initial ADS Holders may instruct the Depositary how to vote. For instructions to be valid, they must reach the Depositary by a date set by the Depositary. The Depositary will try, as far as practical, subject to the laws of England and Wales and the provisions of Rentokil Initial’s Articles or similar documents, to vote or to have its agents vote the Rentokil Initial ordinary shares or other deposited securities as instructed by Rentokil Initial ADS Holders.

Except by instructing the Depositary as described above, Rentokil Initial ADS Holders won’t be able to exercise voting rights unless they surrender their Rentokil Initial ADSs and withdraw the Rentokil Initial ordinary shares. However, Rentokil Initial ADS Holders may not know about the meeting enough in advance to withdraw the Rentokil Initial ordinary shares. In any event, the Depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

Rentokil Initial cannot assure Rentokil Initial ADS Holders that they will receive the voting materials in time to ensure that they can instruct the Depositary to vote their Rentokil Initial ordinary shares. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that Rentokil Initial ADS Holders may not be able to exercise voting rights and there may be nothing they can do if their Rentokil Initial ordinary shares are not voted as they requested.

In order to give them a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to deposited securities, if Rentokil Initial requests the Depositary to act, Rentokil Initial agrees to give the Depositary notice of any such meeting and details concerning the matters to be voted upon at least 40 days in advance of the meeting, or, in the case of any meeting that is not an annual general meeting, a number of days agreed in writing between Rentokil Initial and the Depositary that shall not be less than 20 days, before the meeting date.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

The Depositary will not tender deposited securities in any voluntary tender, exchange offer or similar offer unless instructed to do so by a Rentokil Initial ADS Holder surrendering Rentokil Initial ADSs and subject to any conditions or procedures the Depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the Depositary as a holder of deposited securities, the Depositary will call for surrender of a corresponding number of Rentokil Initial ADSs and distribute the net redemption money to the holders of called Rentokil Initial ADSs upon surrender of those Rentokil Initial ADSs.

​ 8

​ If there is any change in the deposited securities such as a split-up, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the Depositary receives new securities in exchange for or in lieu of the old deposited securities, the Depositary will hold those replacement securities as deposited securities under the Deposit Agreement. However, if the Depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to Rentokil Initial ADS Holders or for any other reason, the Depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the Rentokil Initial ADSs.

If there is a replacement of the deposited securities and the Depositary will continue to hold the replacement securities, the Depositary may distribute new Rentokil Initial ADSs representing the new deposited securities or ask Rentokil Initial ADS Holders to surrender their outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

If there are no deposited securities underlying Rentokil Initial ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying Rentokil Initial ADSs have become apparently worthless, the Depositary may call for surrender of those Rentokil Initial ADSs or cancel those Rentokil Initial ADSs upon notice to the Rentokil Initial ADS Holders.

Amendment and Termination

Rentokil Initial may agree with the Depositary to amend the Deposit Agreement and the ADRs without Rentokil Initial ADS Holders’ consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the Depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right (including, without limitation, any economic, voting or other material right) of Rentokil Initial ADS Holders, it will not become effective for outstanding Rentokil Initial ADSs until 30 days after the Depositary notifies Rentokil Initial ADS Holders of the amendment. At the time an amendment becomes effective, Rentokil Initial ADS Holders are considered, by continuing to hold their Rentokil Initial ADSs, to agree to the amendment and to be bound by the ADRs and the Deposit Agreement as amended.

The Depositary will initiate termination of the Deposit Agreement if Rentokil Initial instructs it to do so. The Depositary may initiate termination of the Deposit Agreement if:

●	60 days have passed since the Depositary told Rentokil Initial it wants to resign, but a successor Depositary has not been appointed and accepted its appointment;
●	Rentokil Initial delists the Rentokil Initial ADSs from an exchange in the United States on which they were listed and, 30 days after the delisting, does not list the Rentokil Initial ADSs on another exchange in the United States or makes arrangements for trading of Rentokil Initial ADSs on the U.S. over-the-counter market;
---	---
●	Rentokil Initial delists its Rentokil Initial ordinary shares from an exchange outside the United States on which they were listed and does not list the Rentokil Initial ordinary shares on another exchange outside the United States;
---	---
●	the Depositary has reason to believe the Rentokil Initial ADSs have become, or will become, ineligible for registration on Form F-6 under the U.S. Securities Act of 1933;
---	---
●	Rentokil Initial appears to be insolvent or enters insolvency proceedings;
---	---
●	all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
---	---
●	there are no deposited securities underlying the Rentokil Initial ADSs or the underlying deposited securities have become apparently worthless; or
---	---
●	there has been a replacement of deposited securities.
---	---

If the Deposit Agreement will terminate, the Depositary will notify Rentokil Initial ADS Holders at least 90 days before the termination date. At any time after the termination date, the Depositary may sell the deposited securities. After that, the Depositary will hold the money it received on the sale, as well as any

​ 9

​ other cash it is holding under the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Rentokil Initial ADS Holders that have not surrendered their Rentokil Initial ADSs. Normally, the Depositary will sell as soon as practicable after the termination date.

After the termination date and before the Depositary sells, Rentokil Initial ADS Holders can still surrender their Rentokil Initial ADSs and receive delivery of deposited securities, except that the Depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The Depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The Depositary will continue to collect distributions on deposited securities, but, after the termination date, the Depositary is not required to register any transfer of Rentokil Initial ADSs or distribute any dividends or other distributions on deposited securities to the Rentokil Initial ADS Holders (until they surrender their Rentokil Initial ADSs) or give any notices or perform any other duties under the Deposit Agreement except as described in this paragraph.

Limitations on Obligations and Liability

The Deposit Agreement expressly limits the obligations of Rentokil Initial and the Depositary. It also limits the liability of Rentokil Initial and the Depositary. Rentokil Initial and the Depositary:

●	are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith, and the Depositary will not be a fiduciary or have any fiduciary duty to Rentokil Initial ADS Holders;
●	are not liable if Rentokil Initial or the Depositary is prevented or delayed by law or by events or circumstances beyond its ability to prevent or counteract with reasonable care or effort from performing each of its obligations under the Deposit Agreement;
---	---
●	are not liable if Rentokil Initial or the Depositary exercises discretion permitted under the Deposit Agreement;
---	---
●	are not liable for the inability of any Rentokil Initial ADS Holder to benefit from any distribution on deposited securities that is not made available to Rentokil Initial ADS Holders under the terms of the Deposit Agreement, or for any special, consequential, indirect or punitive damages for any breach of the terms of the Deposit Agreement;
---	---
●	have no obligation to become involved in a lawsuit or other proceeding related to the Rentokil Initial ADSs or the Deposit Agreement on Rentokil Initial ADS Holders’ behalf or on behalf of any other person;
---	---
●	may rely upon any documents Rentokil Initial or the Depositary believes in good faith to be genuine and to have been signed or presented by the proper person;
---	---
●	are not liable for the acts or omissions of any securities depository, clearing agency or settlement system;
---	---
●	are not liable for the inability or failure of a Rentokil Initial ADS Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit; and
---	---
●	the Depositary has no duty to make any determination or provide any information as to the tax status of Rentokil Initial, or any liability for any tax consequences that may be incurred by Rentokil Initial ADS Holders as a result of owning or holding Rentokil Initial ADSs.
---	---

In the Deposit Agreement, Rentokil Initial and the Depositary agree to indemnify each other under certain circumstances.

​ 10

​ Requirements for Depositary Actions

Before the Depositary will deliver or register a transfer of Rentokil Initial ADSs, make a distribution on Rentokil Initial ADSs, or permit withdrawal of Rentokil Initial ordinary shares, the Depositary may require:

●	payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Rentokil Initial ordinary shares or other deposited securities;
●	satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
---	---
●	compliance with regulations it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer documents.
---	---

The Depositary may refuse to deliver Rentokil Initial ADSs or register transfers of Rentokil Initial ADSs when the transfer books of the Depositary or Rentokil Initial’s transfer books are closed or at any time if the Depositary or Rentokil Initial thinks it advisable to do so.

The Right to Receive the Ordinary Shares Underlying the Rentokil Initial ADSs

Rentokil Initial ADS Holders have the right to cancel their Rentokil Initial ADSs and withdraw the underlying Rentokil Initial ordinary shares at any time except:

●	when temporary delays arise because: (i) the Depositary has closed its transfer books or Rentokil Initial has closed its transfer books; (ii) the transfer of Rentokil Initial ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) Rentokil Initial is paying a dividend on its Rentokil Initial ordinary shares;
●	when Rentokil Initial ADS Holders owe money to pay fees, taxes and similar charges; or
---	---
●	when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to Rentokil Initial ADSs or to the withdrawal of Rentokil Initial ordinary shares or other deposited securities.
---	---

This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

Direct Registration System

In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that DRS and Profile will apply to the Rentokil Initial ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the Deposit Agreement understand that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of a Rentokil Initial ADS Holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the Rentokil Initial ADS Holder (notwithstanding any requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and in accordance with the Deposit Agreement will not constitute negligence or bad faith on the part of the Depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The Depositary will make available for Rentokil Initial ADS Holders’ inspection at its office all communications that it receives from Rentokil Initial as a holder of deposited securities that Rentokil Initial makes generally available to holders of deposited securities. The Depositary will send to Rentokil Initial ADS Holders copies of those communications or otherwise make those communications available to them if 11

​ Rentokil Initial asks it to. Rentokil Initial ADS Holders have a right to inspect the register of Rentokil Initial ADS Holders, but not for the purpose of contacting those holders about a matter unrelated to their business or the Rentokil Initial ADSs.

Jury Trial Waiver

The Deposit Agreement provides that, to the extent permitted by law, Rentokil Initial ADS Holders waive the right to a jury trial of any claim they may have against Rentokil Initial or the Depositary arising out of or relating to Rentokil Initial ordinary shares, Rentokil Initial ADSs or the Deposit Agreement, including any claim under the U.S. federal securities laws. If Rentokil Initial or the Depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.

Rentokil Initial ADS Holders will not, by agreeing to the terms of the Deposit Agreement, be deemed to have waived Rentokil Initial’s or the Depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder. 12

​ Exhibit 11.1

Rentokil Initial plc Group-Wide Dealing Policy

This policy applies to all directors and colleagues of Rentokil Initial plc (the Company) and its subsidiaries. It has been designed to ensure that you do not misuse, or place yourself under suspicion of misusing, information about the Group which you have, could be price sensitive for the Company’s securities (which includes, amongst other things, its stocks and shares) and is not public.

1.You must not deal in any securities of the Group if you are in possession of inside information or material non-public information about the Group. You must also not recommend or encourage someone else to deal in the Group’s securities at that time – even if you will not profit from such dealing.

2.You must not disclose any confidential information about the Group (including any inside information or material non-public information) except where you are required to do so as part of your employment or duties. This means that you should not share the Group’s confidential information with family, friends or business acquaintances.

3.You may, from time to time, be given access to inside information or material non-public information about another group of companies (for example, one of the Group’s customers or suppliers). You must not deal in the securities of that group of companies at those times.

4.The Group also operates a Dealing Code which applies to the Company’s directors and to colleagues who are able to access restricted information about the Group (for example, colleagues who are involved in the preparation of the Group’s financial reports and those working on other sensitive matters). You will be told if you are required to comply with the Dealing Code. Directors and colleagues who are required to comply with the Dealing Code must also comply with this policy.

5.Failure to comply with this policy may result in internal disciplinary action. It may also mean that you have committed a civil and/or criminal offence.

6.If you have any questions about this policy, or if you are not sure whether you can deal in securities at any particular time, please contact the Group General Counsel & Company Secretary’s office. The Company’s Dealing Code can be downloaded from the intranet.

January 2025

​

​ ​

​ Glossary

For the purposes of this policy:

●Deal and dealing covers any type of transaction in a company’s securities, including purchases, sales, the exercise of options, the receipt of shares under share plans, using securities as security for a loan or other obligation and entering into, amending or terminating any agreement in relation to a company’s securities.

●The Group means the Company and its subsidiaries.

●Inside information is any non-public information of a precise nature relating, directly or indirectly, to a business or financial position which, if it were made public, would be likely to have a significant effect on the price of a company’s securities.

●Material non-public information is information about a company that has not been disclosed to the public and that would be important to a reasonable person in determining whether to buy, sell or hold the shares or other securities of the company to which the information relates. Even after disclosure of information has been made, it remains “non- public” until investors have been given a reasonable amount of time to analyse the information (generally at least one full trading day after it has been disclosed by a news release, SEC filing or publicly-accessible conference call).

●Securities are any publicly traded or quoted stocks, shares or debt instruments, and any derivatives or financial instruments linked to any of them. This would include, amongst other things, stocks, shares, depositary receipts, options (including phantom options) and bonds. 2

Exhibit 11.2

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Rentokil Initial plc

Dealing Code

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December 2024

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Contents

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Introduction	3
Part A – Clearance procedures	4
**1.**Clearance to Deal	4
**2.**Circumstances for refusal	5
**3.**Further guidance	5
Part B – Additional provisions for PDMRs	6
**4.**Notification of transactions	6
**5.**PCAs and investment managers	6
Schedule 1	8
Defined terms	8
Schedule 2	11
Clearance application template	11
Schedule 3	13
Notification template	13

​

​ 2

Introduction

The purpose of this code is to ensure that the directors of Rentokil Initial plc (the ‘Company’), and certain employees of the Company and its subsidiaries, do not abuse, and do not place themselves under suspicion of abusing Inside Information or Material Non-Public Information and comply with their obligations under the Market Abuse Regulation and relevant US laws and regulations.

Part A of this code contains the Dealing clearance procedures which must be observed by the Company’s PDMRs and those employees who have been told that the clearance procedures apply to them. This means that there will be certain times when such persons cannot Deal in Company Securities.

Part B sets out certain additional obligations which only apply to PDMRs.

Failure by any person who is subject to this code to observe and comply with its requirements may result in disciplinary action. Depending on the circumstances, such non-compliance may also constitute a civil and/or criminal offence.

Schedule 1 sets out the meaning of capitalised words used in this code.

​ 3

a)	units or shares in a collective investment undertaking (e.g. a UCITS or an Alternative Investment Fund) which holds, or might hold, Company Securities; or
b)	financial instruments which provide exposure to a portfolio of assets which has, or may have, an exposure to Company Securities.
---	---

This is the case even if you do not intend to transact in Company Securities by making the relevant investment.

2.	Circumstances for refusal

You will not ordinarily be given clearance to Deal in Company Securities during any period when there exists any matter which constitutes Inside Information or Material Non-Public Information or during a Closed Period.

3.	Further guidance

If you are uncertain as to whether or not a particular transaction requires clearance, you must obtain guidance from the Group General Counsel & Company Secretary before carrying out that transaction.

​ 5

Schedule 1

Defined terms

‘Closed Period’ means any of the following:

a)	the period from the end of the relevant financial year up to the release of the preliminary announcement of the Company’s annual results^1^ (or, where no such announcement is released, up to the publication of the Company’s annual financial report) or, if longer, the period of 30 calendar days before such release (or publication);
b)	the period from the end of the relevant financial period up to the release of the Company’s half-yearly financial report or, if longer, the period of 30 calendar days before such release; and
---	---
c)	the period from the end of the relevant financial period up to the release of each of the Company’s first quarter trading update and third quarter trading update (if applicable).
---	---

‘Company Securities’ means any publicly traded or quoted shares or debt instruments of the Company (or of any of the Company’s subsidiaries or subsidiary undertakings) or any derivatives or other financial instruments linked to any of them. This would include, amongst other things, stocks, shares, depositary receipts, options (including phantom options) and bonds.

‘Dealing’ (together with corresponding terms such as ‘Deal’ and ‘Deals’) means any type of transaction in Company Securities, including purchases, sales, the exercise of options, the receipt of shares under share plans, using Company Securities as security for a loan or other obligation and entering into, amending or terminating any agreement in relation to Company Securities (e.g. a Trading Plan).

‘FCA’ means the UK Financial Conduct Authority.

‘Inside Information’ means any non-public information of a precise nature relating, directly or indirectly, to a business or financial position which, if it were made public, would be likely to have a significant effect on the price of a company’s securities.

‘Investment Programme’ means a share acquisition scheme relating only to the Company’s shares under which: a) shares are purchased by a Restricted Person pursuant to a regular standing order or direct debit or by regular deduction from the person’s salary or director’s fees; or b) shares are acquired by a Restricted Person by way of a standing election to reinvest dividends or other distributions received; or c) shares are acquired as part payment of a Restricted Person’s remuneration or director’s fees.

‘Market Abuse Regulation’ means the assimilated EU law version of the EU Market Abuse Regulation (596/2014) which has applied in the UK since the end of the Brexit transition period.

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^1^The preliminary announcement must contain all inside information expected to be included in the annual financial report.

​ 7

‘Material Non-Public Information’ means information about a company that has not been disclosed to the public and that would be important to a reasonable person in determining whether to buy, sell or hold the shares or other securities of the company to which the information relates. Even after disclosure of information has been made, it remains “non-public” until investors have been given a reasonable amount of time to analyse the information (generally at least one full trading day after it has been disclosed by a news release, SEC filing or publicly-accessible conference call).

‘Notifiable Transaction’ means any transaction relating to Company Securities conducted for the account of a PDMR or PCA, whether the transaction was conducted by the PDMR or PCA or on his or her behalf by a third party and regardless of whether or not the PDMR or PCA had control over the transaction. This captures every transaction which changes a PDMR’s or PCA’s holding of Company Securities, even if the transaction does not require clearance under this code. It also includes gifts of Company Securities, the grant of options or share awards, the exercise of options or vesting of share awards and transactions carried out by investment managers or other third parties on behalf of a PDMR, including where discretion is exercised by such investment managers or third parties and including under Trading Plans or Investment Programmes.

‘PCA’ means a person closely associated with a PDMR, being:

a)	a spouse, or a partner considered to be equivalent to a spouse in accordance with national law; or
b)	a dependent child in accordance with national law; or
---	---
c)	a relative who has shared the same household for at least one year on the date of the transaction concerned; or
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d)	a legal person, trust or partnership, the managerial responsibilities of which are discharged by a PDMR (or by a person referred to in paragraphs a), b), or c) of this definition), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.
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‘PDMR’ means a person discharging managerial responsibilities in respect of the Company, being either:

a)	a director of the Company; or
b)	any other employee who has been told that they are a PDMR.
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‘Restricted Person’ means:

a)	a PDMR; or
b)	any other person who has been told by the Company that the clearance procedures in Part A of this code apply to him or her.
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‘Trading Plan’ means a written plan (including, for the avoidance of doubt, a Rule 10b5-1 trading plan) entered into by a Restricted Person and an independent third party that sets out a strategy for the acquisition and/or disposal of Company Securities by the Restricted Person, and:

​ 8

a)	specifies the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in; or
b)	gives discretion to that independent third party to make trading decisions about the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in; or
---	---
c)	includes a method for determining the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in.
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​ 9

Schedule 2

Clearance application template

Rentokil Initial plc (the ‘Company’)

Application for clearance to deal

If you wish to apply for clearance to deal under the Company’s dealing code, please complete sections 1 and 2 of the table below and submit this form (or provide the required information in the body of an email) to the Group General Counsel & Company Secretary (secretariat@rentokilinitial.com). By submitting this form, you will be deemed to have confirmed and agreed that:

(i)	the information included in this form is accurate and complete;
(ii)	you are not in possession of inside information or material non-public information relating to the Company or any Company Securities;
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(iii)	if you are given clearance to deal and you still wish to deal, you will do so as soon as possible and in any event within two business days;
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(iv)	if you become aware that you are in possession of inside information or material non-public information before you deal, you will inform the Group General Counsel & Company Secretary and refrain from dealing; and
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(v)	if the application relates to the adoption or amendment of a Trading Plan or Investment Programme:
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●	Subject to certain exceptions, trading may not commence thereunder until the expiry of the relevant “cooling off” period. For Restricted Persons other than Directors and members of the Executive Leadership Team this is 30 days from the date of adoption or amendment. For Directors and members of the Executive Leadership Team, this is the later of 90 days from adoption or amendment or 2 business days following the publication of the next annual or interim financial results or quarterly trading updates.
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●	Subject to certain exceptions, no Restricted Person may have more than one Trading Plan or Investment Programme at any one time.
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●	If you are a Director or member of the Executive Leadership Team, you certify that you are adopting the Trading Plan or Investment Programme in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the US Securities Exchange Act of 1934, as amended, or the Dealing Code.
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​	​	​
1.	Applicant
a)	Name	​
b)	Contact details<br><br>[Please include email address and telephone number.]	​
2.	Proposed dealing
a)	Description of the securities<br><br>[e.g. a share, a debt instrument, a derivative or a financial instrument linked to a share or debt instrument.]	​
b)	Number of securities<br><br>[If actual number is not known, provide a maximum amount (e.g. ‘up to 100 shares’ or ‘up to £1,000 of shares’.]	​
c)	Nature of the dealing [Description of the transaction type (e.g. acquisition; disposal; subscription; option exercise; settling a contract for difference; entry into, or amendment or<br><br>cancellation of, an investment programme or trading plan).]	​
d)	Other details<br><br>[Please include all other relevant details which might reasonably assist the person considering your application for clearance (e.g. transfer will be for no consideration; if you are applying for clearance to enter into, amend or cancel an investment programme or trading plan, please provide full details of the relevant programme or plan or attach a copy of its terms.]	​

​

​ 11

Schedule 3

Notification template

Rentokil Initial plc (the ‘Company’)

Transaction notification

Please send your completed form (or the required information in the body of an email) to the Group General Counsel & Company Secretary (secretariat@rentokil-initial.com). If you require any assistance in completing this form, please contact the Group General Counsel & Company Secretary’s office.

1.	Details of PDMR / person closely associated with them (‘PCA’)
a)	Name<br><br>[Include first name(s) and last name(s); if the PCA is a legal person, state its full name including legal form, if applicable, as provided for in the register where it is incorporated.]	​
b)	Position / status<br><br>[For PDMRs, state job title e.g. CEO, CFO; for PCAs, state that the notification concerns a PCA and the name and position of the relevant PDMR.]	​
c)	Initial notification / amendment [Please indicate if this is an initial notification or an amendment to a prior notification; if an amendment, explain the previous error which this amendment has corrected.]	​
2.	Details of the transaction(s)
a)	Nature of the transaction<br><br>[Describe the transaction type, e.g. acquisition or disposal, and whether it is linked to the exercise of a share option programme; indicate if the transaction was conducted pursuant to an investment programme or a trading plan and provide the date on which the relevant investment programme or trading plan was entered into.]	​

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​ 12

b)	Price(s) and volume(s) [Indicate the price, including currency, and volume of the transaction, stating the metric for quantity; where more than one transaction of the same nature in the same financial instrument is executed on the same day and at the same place, the prices and volumes of these transactions should be separately identified; they should not aggregated or netted off.]	​
c)	Date of the transaction [State the date on which the transaction was executed.]	​
d)	Place of the transaction<br><br>[State the trading venue where the transaction was executed or, if none, state “outside a trading venue”.]	​

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Exhibit 12.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT 2002

I, Andy Ransom, certify that:

1.	I have reviewed this annual report on Form 20-F of Rentokil Initial Plc (the “company”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
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5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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​	​	​
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Date:	26 March 2025	​
​	​	​
By:	/s/ Andy Ransom	​
​	​	​
Name:	Andy Ransom	​
Title:	Chief Executive, Rentokil Initial plc	​

​

Exhibit 12.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT 2002

I, Paul Edgecliffe-Johnson, certify that:

1.	I have reviewed this annual report on Form 20-F of Rentokil Initial Plc (the “company”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
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5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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​	​	​
Date:	26 March 2025	​
​	​	​
By:	/s/ Paul Edgecliffe-Johnson	​
​	​	​
Name:	Paul Edgecliffe-Johnson	​
Title:	Chief Financial Officer, Rentokil Initial plc	​

​

Exhibit 13.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) and (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Rentokil Initial plc for the year ended December 31, 2024 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Andy Ransom, the Chief Executive, and Paul Edgecliffe-Johnson, the Chief Financial Officer of Rentokil Initial plc, each certifies, to such officer’s knowledge, that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Rentokil Initial plc.
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​

​	​	​
Date:	26 March 2025	​
​	​	​
By:	/s/ Andy Ransom	​
​	​	​
Name:	Andy Ransom	​
Title:	Chief Executive, Rentokil Initial plc	​

​

​	​	​
Date:	26 March 2025	​
​	​	​
By:	/s/ Paul Edgecliffe-Johnson	​
​	​	​
Name:	Paul Edgecliffe-Johnson	​
Title:	Chief Financial Officer, Rentokil Initial plc	​

​

Exhibit 15.1

Protecting People.<br>Enhancing Lives.<br>Preserving our Planet.<br>Rentokil Initial plc<br>Annual Report 2024<br>Securing<br>Sustainable<br>Growth
Rentokil Initial is a global<br>leader in Pest Control and<br>Hygiene & Wellbeing services,<br>employing c.68,500 colleagues<br>in 89 countries.<br>Strategic Report<br>04 Our Business at a Glance<br>06 100 Years of Rentokil<br>08 Q&A with Andy Ransom, Chief Executive<br>12 Our Strategic Priorities<br>20 Reasons to Invest<br>22 Our Business Model<br>24 Key Performance Indicators<br>28 Market Trends and Opportunities<br>32 Our Regions and Business Categories<br>50 Our Strategic Enablers at a Glance<br>52 Financial Review<br>57 Use of Non-IFRS Measures<br>63 Responsible Business<br>81 Section 172(1) Statement<br>82 Non-Financial and Sustainability<br>Information Statement<br>83 Risks and Uncertainties<br>90 Viability Statement<br>Contents<br>Corporate Governance<br> 92 Chair’s Introduction to Governance<br> 94 Board of Directors<br> 96 Executive Leadership Team<br> 98 Our Governance<br>110 Our Stakeholders<br>114 Audit Committee Report<br>122 Nomination Committee Report<br>127 Directors’ Remuneration Report<br>154 Independent Auditors’ Report<br>Non-IFRS Measures The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures<br>as defined under IFRS, but management believe that these measures provide valuable additional information for users of the Financial Statements,<br>in order to better understand the underlying trading performance in the year. See pages 57 to 62 for more information.<br>The content of this Annual Report reflects the views, opinions and status of the Company as at 6 March 2025.<br>Financial Statements<br>162 Consolidated Financial Statements<br>167 Notes to the Consolidated Financial<br>Statements<br>207 Related Undertakings<br>215 Parent Company Financial Statements<br>217 Notes to the Parent Company<br>Financial Statements<br>Other Information<br>221 Management’s Discussion and Analysis<br>235 Directors’ Report<br>239 Additional Shareholder Information<br>241 Glossary<br>Q&A with Andy Ransom,<br>Chief Executive<br>Our Strategic Priorities for Securing<br>Sustainable Growth<br>Our Regions and Business<br>Categories<br>Our mission<br>Our mission defines what we<br>do and how we serve our<br>stakeholders.<br>• Protecting People<br>• Enhancing Lives<br>• Preserving our Planet<br>Our values<br>Our values are shared by all<br>colleagues around the world and<br>underpin the culture of the Group.<br>• Service<br>• Relationships<br>• Teamwork<br>• Responsibility<br>Our vision<br>To be the most loved and<br>respected services business<br>on the planet.<br>See pages 8 to 11 See pages 12 to 19 See pages 32 to 37<br>2 Rentokil Initial plc<br>Annual Report 2024
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Securing<br>Sustainable<br>Growth<br>In North America the integration of Terminix is<br>targeted to be completed by the end of 2026 and<br>we continue to focus on the execution of our<br>RIGHT WAY 2 organic growth plan. Our leading<br>International Pest Control and Hygiene & Wellbeing<br>businesses are driving organic growth through the<br>deployment of new innovations and digital<br>technologies. Globally, we have an outstanding<br>bolt-on mergers and acquisitions (M&A) opportunity<br>in highly fragmented Growth and Emerging markets.<br>Read about our<br>Strategic Priorities on page 12<br>BUSINESS SUPPORT SERVICES<br>SECTOR WINNER<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 3
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Our Business at a Glance<br>Providing services that protect people<br>and enhance lives<br>What we do<br>Rentokil Initial is a global leader in the<br>provision of route-based services. Our mission<br>is to protect people from the dangers of<br>pest-borne disease and the risks of poor<br>hygiene, and to enhance lives with services<br>that protect the health and wellbeing of<br>people. At the heart of Rentokil Initial’s<br>approach to responsible business practice is<br>a focus on doing what’s right for colleagues,<br>customers, and the planet.<br>Our business activities<br>Pest Control is the largest global commercial<br>pest control business. Our key points of<br>differentiation include our brand strength,<br>international reach, customer service, and<br>digital innovation.<br>Hygiene & Wellbeing is a leading hygiene<br>services business providing high-quality<br>hygiene solutions and services for washrooms,<br>full premises, and enhanced environments.<br>Workwear in France specialises in the supply<br>and maintenance of garments, such as<br>workwear and personal protective equipment.<br>Where we operate<br>Our local service teams across the world<br>operate in 89 countries, with more than 93%<br>of our revenue derived from outside the UK.<br>Rentokil Initial operates regionally and reports<br>performance across five global regions.<br>Who we serve<br>We have over 5 million customers and perform<br>over 34 million service visits per year – from<br>the largest multinational companies to local<br>shops, restaurants, and homes. With high<br>levels of customer service and retention rates,<br>we continue to build our portfolio.<br>Group highlights<br>Revenue (at CER) W<br>£5,587m +3.9%<br>2023: £5,375m<br>Adjusted Operating Profit (at CER) W<br>£860m −4.2%<br>2023: £898m<br>Revenue (at AER)<br>£5,436m +1.1%<br>2023: £5,375m<br>Profit before tax (at AER)<br>£405m −17.9%<br>2023: £493m<br>Net Cash Flows from Operating Activities<br>(at AER)<br>£678m −8.0%<br>2023: £737m<br>Free Cash Flow (at AER) W<br>£410m −18.0%<br>2023: £500m<br>Lost Time Accident(LTA) W<br>0.29 +6.5%<br>2023: 0.31<br>Total colleague retention W<br>86.6% +242bps<br>2023: 84.2%<br>Total customer retention W<br>82.8% +50bps<br>2023: 82.3%<br>Revenue by region Revenue by business category<br>Pest Control 79%<br>Hygiene & Wellbeing 17%<br>France Workwear 4%<br>North America 60%<br>International<br>Europe (incl. Latin America) 20%<br>UK & Sub-Saharan Africa 8%<br>Asia & MENAT 7%<br>Pacific 5%<br>International total 40%<br>Find out more about our Business Categories<br>on pages 40 to 43<br>Find out more on pages 33 to 37 Find out more on pages 40 to 47<br>W KPIs, see pages 24 to 27<br>4 Rentokil Initial plc<br>Annual Report 2024
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Our culture<br>We provide high-quality services for our customers by focusing on the safety,<br>engagement, and training of our colleagues, and by developing innovative<br>products and services.<br>Keeping our people safe<br>Health and safety is central to our<br>culture. There is nothing more<br>important than ensuring that<br>everyone goes home safely at<br>the end of their working day.<br>Embracing diversity<br>We strive to create an environment<br>where everyone’s contribution<br>matters, and everyone has equal<br>opportunities to reach the highest<br>levels based on merit.<br>Building a sustainable business<br>We are committed to a net zero<br>carbon emissions target by the end of<br>2040, doing the right thing for society<br>and for our business. We also make<br>meaningful contributions to the local<br>economies and communities where<br>we operate.<br>Developing and training our people<br>Through our Employer of Choice<br>programme we create a workplace<br>where we invest in high-quality<br>training and long-term career<br>development for our people.<br>Delivering great customer service<br>Our vision is to be the most loved and<br>respected services business,<br>delivering consistently high standards<br>to ensure customer retention and<br>sales of additional products.<br>Innovation at our core<br>We are proud to have a strong track<br>record of best-in-class, differentiated<br>innovation – which is central to<br>everything we do.<br>Engaging and retaining our people<br>Our Employer of Choice programme<br>and our market-leading practices give<br>us the ability to attract, hire, and<br>retain the best people from the<br>widest possible pool of talent.<br>Find out more on page 66<br>Find out more on pages 68 to 79<br>Find out more on page 65<br>Find out more on page 66<br>Find out more on pages 38, 39 and 69<br>Find out more on page 67<br>Find out more on page 66<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 5
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1925 1930s 1940s 1950s 1960s 1970s 1980s 1990s<br>1994<br>Rentokil treats<br>the soil for<br>termites around<br>the Petronas<br>Twin Towers,<br>Kuala Lumpur,<br>then the tallest<br>building in the<br>world<br>1979<br>Wins pest control contract<br>for Britain’s then-tallest<br>building, the 52-storey<br>NatWest Tower (Tower 42)<br>1925<br>Founder Harold Maxwell-Lefroy,<br>the first Professor of Entomology at<br>Imperial College, and his business<br>partner Bessie Eades introduce<br>Rentokil as a brand name<br>1957<br>Rentokil is bought<br>by British Ratin for<br>£100,000. Retains<br>Rentokil Group Ltd<br>name<br>1944<br>Rentokil hires Dr Norman Hickin<br>as scientific director. Hickin<br>wrote over 20 books, and<br>helped the Company develop<br>revolutionary fly sprays, insect<br>powders, mothproofing and dry<br>rot treatments<br>1996<br>Rentokil Initial is<br>created with the<br>acquisition of BET<br>1969<br>A new laboratory<br>block opens at the<br>Company’s Felcourt<br>head office in East<br>Grinstead, dedicated<br>to science, research<br>and development<br>1966<br>Rentokil was awarded<br>a contract to repel<br>birds at Buckingham<br>Palace and for pest<br>control at the newly<br>opened Post Office<br>Tower (BT Tower)<br>1990<br>Rentokil continues to expand<br>geographically, with business<br>lines including office cleaning,<br>tropical plants and hygiene<br>services<br>1970–1971<br>International expansion continues<br>as Rentokil enters Finland, Belgium,<br>Norway, Tanzania, Uganda, Zambia,<br>Israel and Malaysia, along with<br>franchise operations in Thailand,<br>Argentina, Ghana, Senegal, Zaire,<br>Iran, Kuwait, Namibia, Seychelles<br>and Netherlands Antilles<br>1965<br>Rentokil takes on the role<br>of modern Pied Piper<br>when it secures 10-year<br>pest control contract for<br>the city of Hameln<br>(Hamelin), Germany<br>1960s<br>Rentokil enters Germany,<br>France, the Bahamas, Greece,<br>Trinidad, Denmark, Hong<br>Kong, the Philippines,<br>Singapore, Barbados,<br>Australia, Guyana,<br>St Lucia, New Zealand,<br>Malaysia, Sweden, Jamaica,<br>South Africa, Kenya,<br>Switzerland and Indonesia<br>1986<br>Crown immunity removed<br>from hospitals in the UK after<br>lobbying by Rentokil and the<br>British Pest Control Association.<br>Before this, the buildings had<br>been exempt from mandatory<br>environmental health rules.<br>The change dramatically<br>reduced hospital-acquired<br>infections throughout the NHS<br>100 Years of Rentokil<br>From innovative beginnings to a global leader<br>Rentokil invented modern pest control, and celebrates its 100th anniversary in 2025 as<br>the world’s largest and best-known pest controller. With tens of thousands of dedicated<br>pest control experts across 89 countries, the business protects public health and private<br>livelihoods from rodents, cockroaches, moths, bed bugs, termites, and more. To mark<br>this significant milestone, we are planning a year-long celebration for colleagues and<br>customers, as well as charities and the communities in which we operate.<br>6 Rentokil Initial plc<br>Annual Report 2024
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2000s 2010s 2020s             2025<br>2007<br>Expansion into Asia<br>Launch of the smart mousetrap –<br>RADAR – the Rodent Activated,<br>Detection And Riddance device, which<br>combines CO2 and infrared technology<br>2017<br>The Queen’s Award for<br>International Trade<br>The Power Centre for<br>innovation is established<br>Becomes the leading<br>pest control provider<br>in India after taking a<br>majority stake in joint<br>venture with PCI<br>2024<br>Rentokil Initial is ranked as one<br>of the world’s best companies<br>to work for by TIME<br>Rentokil Terminix Innovation<br>Centre opened in Dallas, Texas<br>We have reached<br>500,000 PestConnect<br>devices<br>2018<br>The Queen’s Award<br>for Enterprise<br>The Queen’s<br>Award for Innovation<br>Becomes the leading<br>pest control provider<br>in the Middle East with<br>acquisition of the UAE’s<br>National Pest Control<br>2025<br>100 years<br>of Rentokil<br>2008<br>Pest control for the Beijing Olympics<br>2009<br>Rentokil is called in to Libya to treat<br>rats carrying bubonic plague<br>Rentokil becomes a cloud pioneer,<br>standardising Google apps and email<br>addresses around the world, and<br>adopting smartphones to streamline<br>operations<br>2011<br>Entry into the Mexican<br>market with the<br>acquisition of Tetengo<br>2012<br>The launch of heat<br>treatment for bed<br>bugs and other<br>insects<br>2013<br>The world’s<br>first pop-up<br>Pestaurant<br>2020<br>The Queen’s Award<br>for Innovation<br>2022<br>Acquisition of Terminix in the US<br>makes Rentokil the world’s largest<br>pest control company<br>2016<br>Pest control for<br>the Rio Olympics<br>2019<br>Britain’s Most Admired<br>Company for Diversity<br>& Inclusion<br>Enters Pakistan through a joint<br>venture with C-SHINE<br>2014<br>PestConnect<br>launches<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 7
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Q&A with Andy Ransom, Chief Executive<br>All the questions in this section<br>have been posed by investors<br>over the past year.<br>A meaningful increase in<br>five-star customer reviews<br>demonstrates the positive<br>experiences we are<br>delivering. By strengthening<br>colleague retention, building<br>stronger relationships and<br>delivering excellent service,<br>we are driving long-term<br>customer loyalty.<br>Andy Ransom<br>Chief Executive<br>Q&A<br>How would you characterise the<br>Group’s performance in 2024?<br>A:<br>2024 was a challenging year for the Group.<br>Our North America business has been<br>underperforming as we implement our<br>Terminix integration plan, resulting in Organic<br>Revenue growth for the year of 1.5%. Our<br>target remains to have completed the<br>integration by the end of 2026, and we remain<br>confident in the significant opportunities<br>created by the transaction.<br>Globally, we continue to benefit from our<br>strong footprint in attractive markets. In 2024,<br>our International business (Group excluding<br>North America) grew Revenue at 8.2%, of<br>which 4.7% was organic. This included organic<br>growth in Pest Control of 5.3%. Worldwide, we<br>have continued to build scale and density in<br>new and existing cities and expand our<br>operations in territories such as Central<br>America, India, and Australia.<br>Q:<br>In 2024, our International business<br>(Group excluding North America)<br>grew Revenue at<br>8.2%<br>8 Rentokil Initial plc<br>Annual Report 2024
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Can you elaborate on the<br>concept of satellite branches<br>in North America and their<br>expected impact?<br>A:<br>We recognise that some of our weakened<br>digital lead flow performance is in part down<br>to decisions taken on branch co-locations.<br>The satellite branches are therefore targeted<br>at enhancing the visibility and digital presence<br>of our brands and services. We initially<br>launched 10 sites in key metro areas in 2024.<br>These smaller branches are fully branded<br>and operational. They serve as localised<br>hubs with active facilities, staffed with sales,<br>administrative, and customer support teams.<br>An effective online presence is characterised<br>by how easily customers can locate your<br>business using relevant keywords in search<br>engines and the number of virtual touchpoints.<br>We expect these satellite branches to be<br>another touchpoint, discoverable to search<br>engines and potential customers and thus<br>increasing the visibility of our business across<br>the internet and social media platforms.<br>From a strategic standpoint, satellite branches<br>are cost effective and provide us with<br>flexibility. They incur limited overhead in<br>comparison with full scale branches and<br>can be located in populous catchment areas.<br>Early feedback has been encouraging.<br>They are helping drive digital leads and<br>are being recognised by search engines.<br>As we identify areas with growing demand<br>and other attractive demographics, these<br>smaller facilities can quickly be established.<br>We currently have 22 satellite branches in<br>operation as part of our overall branch<br>network<br>How would you describe<br>the progress of the Terminix<br>integration this year?<br>A:<br>The integration timetable has proceeded to<br>plan and we’ve successfully delivered on key<br>aspects of the programme, including legal, IT,<br>and operational goals. After a busy first six<br>months of the year when we harmonised<br>multiple business processes, during the<br>summer we started the important work<br>of branch systems and data migration.<br>I’m pleased to report that this has progressed<br>strongly, with each wave of systems integration<br>better than the last one. As at year end, 58<br>branches, nearly 1,000 service technicians,<br>and $373m in revenue have been successfully<br>transitioned onto the unified Rentokil Terminix<br>systems platform.<br>In the final quarter of the year, for the first time<br>we also commenced rerouting and piloting of<br>our new sales and service pay plans, to initially<br>cover nine branches encompassing over 250<br>technicians and about 40 sales colleagues.<br>The rerouting efforts have gone as planned<br>and the implementation of the new pay plan<br>for the first group of colleagues has been<br>positively received. There has been minimal<br>disruption to operations at these locations,<br>with continued good performance in customer<br>and colleague retention. This level of<br>operational success reflects the hard work<br>of our teams, and our extensive planning and<br>testing, and underscores our ability to execute<br>on integration.<br>Beyond the technical aspects, this integration<br>also represents a cultural alignment between<br>the legacy companies. Bringing together two<br>teams under a unified platform is a testament<br>to our colleagues’ resilience and adaptability.<br>The unified system allows for greater<br>efficiency and better data flow, and will enable<br>an improved customer experience. As we<br>expand this transition, we are focused on<br>ensuring that all teams remain supported,<br>trained, and fully engaged. With the success<br>we’ve seen so far, I am confident that the full<br>integration will be a defining achievement<br>for Rentokil.<br>Q: Q:<br>Find out more on pages 18 to 19<br>How has Rentokil addressed<br>recent growth challenges in<br>the North America business?<br>A:<br>We have put into action our RIGHT WAY 2<br>growth plan to address challenges faced,<br>principally in residential and termite pest<br>control. Digital channels are key for these<br>consumer-facing markets, and therefore digital<br>lead generation has been an area of focus for<br>us. This has included optimising the process to<br>increase lead volume and improve lead<br>quality. We have made good strides in<br>developing our paid search strategies: refining<br>our bidding strategy for critical search terms<br>and strengthening our local search ads,<br>enabling us to achieve a high return on<br>investment. We have also been working on<br>organic lead capability, enhancing the content<br>on our websites to align with AI-generated<br>search answers, to improve our rankings over<br>time. Other areas of progress include securing<br>more five-star reviews from our customers –<br>a critical component of search visibility, and<br>leveraging technician leads through our<br>Trusted Advisor programme, creating a<br>complementary stream of lead generation.<br>Alongside marketing initiatives, we've<br>increased focus and accountability on<br>executing the selling basics, targeting<br>improved speed from lead to inspection<br>and proposal.<br>We know that further action is required to<br>optimise sales and marketing execution which<br>will drive customer acquisition. Organic search<br>improvements in particular take time to<br>materialise. It’s a long-term game that requires<br>consistent focus, and we are fully committed<br>to maximising the opportunity.<br>Q:<br>Find out more on pages 13 to 17<br>We currently have<br>22<br>satellite branches in operation in<br>North America<br>Find out more on page 16<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 9
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Q&A with Andy Ransom, Chief Executive<br>continued<br>Customer retention has been<br>highlighted as a key driver for<br>Rentokil’s growth. What measures<br>are being taken to improve it?<br>A:<br>Customer retention is the lifeblood of our<br>business, and improving it remains a top<br>priority. While our North America retention<br>rates have slightly improved through the<br>course of the year to 80.1%, there is still<br>opportunity to do more on the customer<br>count, especially with the residential business.<br>To achieve this, we’ve focused on colleague<br>retention first. Rentokil Initial has always seen<br>a strong link between colleague and customer<br>retention and growth. After two years of<br>sustained improvement in retention, our<br>technician turnover rates have significantly<br>decreased, which has a direct, positive<br>impact on the customer experience.<br>The branch strategy remains a<br>topic of interest. Can you share<br>your perspective on branch size<br>and growth potential?<br>A:<br>There has been significant interest in the size<br>of our branches and whether smaller branches<br>outperform larger ones. While smaller satellite<br>branches appear to be effective at improving<br>local presence, particularly for search engine<br>recognition, larger branches clearly benefit<br>from economies of scale.<br>Ultimately, we will adapt our strategy based on<br>what the data tells us, but we believe a branch<br>network combining larger, traditional sites and<br>smaller satellites will serve us well. Based on<br>our current branch network and mapping of<br>an optimal footprint for lead generation, we<br>currently estimate that by the end of 2026 we<br>will attain an end state of over 500 branches<br>including satellite branches.<br>Our focus on the legacy network is on<br>increasing the size of sub-scale branches.<br>What’s important is ensuring that every<br>branch – regardless of size – is well-managed,<br>efficient, and customer-focused. For this<br>reason, there will be limited change to the<br>span of control (i.e. the number of direct<br>reports a supervisor is responsible for).<br>Many branches will also benefit from the<br>introduction of area sales managers, enabling<br>a greater focus on sales teams and additional<br>capacity for branch managers to attend to<br>customers and other service responsibilities.<br>Q: Q:<br>Additionally, we have strengthened our<br>account management teams, added new<br>senior customer experience experts and<br>40 new Customer Save team members,<br>and partnered with world-class consultants<br>to drive retention initiatives. We are also<br>increasing our use of data to identify and<br>address customer friction points. These<br>changes ensure we provide consistent,<br>high-quality service to customers while<br>proactively addressing any potential issues.<br>Another focus area is leveraging customer<br>feedback. Our significant increase in five-star<br>reviews demonstrates the positive experiences<br>we are delivering, and we continue to use this<br>feedback to refine our services. By building<br>stronger relationships, improving colleague<br>retention, and delivering excellent service,<br>we are driving long-term customer loyalty.<br>Find out more on pages 14 to 15<br>Find out more on page 19<br>10 Rentokil Initial plc<br>Annual Report 2024
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Looking ahead, what gives you<br>confidence that Rentokil will<br>overcome its current challenges<br>and achieve its goals?<br>A:<br>Over the past year, our business has<br>experienced significant change as we’ve<br>progressed our integration and growth<br>strategies. However, we remain confident that<br>these strategies will lead to a stronger and<br>faster growing organisation. Our confidence<br>stems from a clear plan, a talented team,<br>and our ability to execute. The integration is<br>progressing well, and we are already seeing<br>positive outcomes from our initiatives, such<br>as the satellite branches and improved lead<br>generation. We are tackling challenges<br>head-on and are making measurable progress.<br>Moreover, the strength of our global business<br>– with market leadership in dozens of countries<br>– provides a stable foundation for growth.<br>We’ve seen continued good momentum in our<br>International business. In addition to our global<br>Pest Control operations, we’ve a successful and<br>complementary Hygiene & Wellbeing business<br>that continues to enjoy highly resilient demand.<br>This significant scale gives us the resources<br>and flexibility to navigate challenges effectively.<br>As we continue to execute our strategies, I am<br>confident that Rentokil will emerge stronger,<br>more resilient, and well-positioned to deliver<br>long-term value for our stakeholders.<br>How does Rentokil’s investment<br>in technology ensure operational<br>excellence for technicians?<br>A:<br>We are committed to providing our technicians<br>with industry-leading tools and systems to<br>enhance their productivity and service quality.<br>The transition from legacy Terminix systems<br>such as Mission to our enhanced version of<br>PestPac is central to this effort. While Mission<br>served us well, it was end-of-life and required<br>replacement.<br>Our proprietary version of PestPac includes<br>enhancements that incorporate the best<br>features of both platforms. This upgrade<br>ensures technicians have robust business<br>information and workflow tools at their<br>disposal. At the end of 2024, 49% of our<br>technicians were working on the unified,<br>enhanced system, and the feedback has<br>been overwhelmingly positive.<br>Technology investments extend beyond<br>systems alone. We are also upgrading mobile<br>tools, training platforms, and data analytics<br>capabilities, providing technicians with greater<br>insights and efficiency in their day-to-day<br>work. By equipping our workforce with<br>the right technology, we are empowering<br>them to deliver exceptional service, which<br>ultimately strengthens customer satisfaction<br>and retention.<br>Q: Q:<br>Find out more on page 18<br>49%<br>of our technicians were working on<br>the unified, enhanced system, and the<br>feedback has been overwhelmingly<br>positive<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 11
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Securing<br>Sustainable Growth<br>The focused execution of our five strategic priorities will<br>enable us to build on our strategic platform, securing<br>sustainable growth for the long term.<br>Our strategic enablers<br>Delivering organic<br>growth in North America<br>Executing the integration<br>of Terminix into our<br>North American operations<br>Growing our global<br>Pest Control<br>business through<br>innovation and<br>digital<br>Building our global<br>Hygiene & Wellbeing<br>business<br>Capital allocation<br>opportunities for<br>value creation<br>1 2<br>4 5<br>Find out more on pages 13 to 17 Find out more on pages 18 to 19<br>Find out more on pages 38 to 39 Find out more on pages 44 to 45 Find out more on pages 48 to 49<br>Provide excellent<br>customer service<br>Create value<br>through innovation<br>and digital<br>applications<br>Manage a<br>responsible<br>business<br>Be an Employer<br>of Choice<br>Find out more on pages<br>38, 39 and 69<br>Find out more on pages<br>63 to 80<br>Find out more on<br>pages 67<br>Find out more on<br>page 65<br>3<br>12 Rentokil Initial plc<br>Annual Report 2024
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Strategic Priority #1<br>Brand<br>Sales<br>Propositions<br>Service<br>Quality<br>Customer<br>Retention<br>Annual<br>Pricing<br>Technician<br>Generated<br>Sales Leads<br>New<br>Business<br>Pricing<br>Marketing<br>SEO<br>Paid Campaigns<br>Inbound Sales<br>Leads Flow<br>Sales<br>Increasing<br>Customer<br>Penetration<br>Sales<br>New<br>Customer<br>Contracts<br>Employer<br>of Choice<br>Retention:<br>Service<br>Sales<br>Organic<br>Growth<br>Opportunity<br>in North<br>America<br>NI<br>CREAS<br>NI G<br>REVE<br>N<br>U<br>E<br>F<br>R<br>O<br>M<br>EXISTING CUSTOMERS<br>INCREASING<br>NEW<br>B<br>U<br>SIN<br>E<br>S<br>S<br>SALES<br>LEADS<br>ORGANIC GROWTH<br>Technician Installation<br>pages 14 and 15 pages 16 and 17<br>Existing<br>Customers<br>New<br>Customers<br>THE RIGHT WAY 2 plan<br>for organic growth<br>In 2024, our organic growth plan in North America focused on inbound<br>sales leads from new and existing customers, increasing Terminix brand<br>visibility, and delivering a new multi-channel marketing campaign.<br>Delivering organic<br>growth in North America<br>1<br>+1.5% >81%<br>Organic growth in<br>North America Pest<br>Control<br>North America customer retention<br>in Q4 2024<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 13
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Strategic Priority #1<br>Existing Customers<br>Our programme to build the platform for long-term growth in North America<br>starts with our existing customers and we made progress during the year in<br>colleague retention, customer experience and retention, and increasing the<br>number of technicians submitting sales leads. Rebuilding our growth engine<br>will take time, but we made good progress among existing customers in 2024.<br>Delivering organic 1 growth in North America<br>Service colleagues<br>Fundamental to our growth success is the<br>ability to deliver industry-leading colleague<br>retention. Hiring, training, and retaining top<br>talent is becoming a strength of our business.<br>In 2024, we delivered material retention<br>increases in our service technician and<br>customer care colleague populations.<br>Total colleague retention in North America<br>increased by 420bps to 79.4%. Service<br>colleague retention rose by 425bps to 76.0%.<br>These improvements reflect our commitment<br>to our people and the belief that a trained and<br>engaged team will deliver great service to our<br>customers which, over time, will lead to<br>improving customer retention.<br>Customer satisfaction<br>Customer experience and customer retention<br>are key parts of our organic growth model –<br>we want to keep the customers we have,<br>delight them with a great experience,<br>and sell them more services through<br>our service technicians.<br>In 2024, we undertook more than 420,000<br>customer satisfaction surveys in North<br>America, delivering a good overall Net<br>Promoter Score of 53.8. Our plan is to use<br>our customer data to target actions across<br>the customer experience. State of Service<br>in North America was 98.5% in 2024.<br>North America colleague<br>retention up<br>420bps<br>to<br>79.4%<br>North America Pest Control<br>Net Promoter Score<br>53.8<br>from 420k customer surveys<br>14 Rentokil Initial plc<br>Annual Report 2024
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Strategic Priority #1<br>Customer retention – investment<br>in new Customer Save team<br>During the year we increased our focus on<br>customer retention and made an additional<br>investment into our dedicated Customer Save<br>team, adding around 40 people. This was<br>further boosted in Q4. Having identified the<br>main reasons for customers wanting to leave<br>(e.g. ‘moving home’, ‘can no longer afford’),<br>our Customer Save team were incentivised<br>to address these and delivered a good<br>performance with the percentage of<br>customers saved, increasing month on<br>month through Q4.<br>It was particularly pleasing to see North<br>America customer retention increase in Q4,<br>at above 81% in the final three months of the<br>year, having started the year in January at<br>78.5%. North America customer retention<br>ended the year at 80.1% (2023: 79.5%).<br>Technician Trusted Advisor leads<br>Another area we have prioritised in our<br>RIGHT WAY 2 growth plan is lead generation<br>from our service technicians, a programme we<br>call Trusted Advisors. In 2024, using training<br>programmes, performance dashboards, and<br>technology improvements, we have seen the<br>participation rate for this programme increase<br>from c.40% at the start of the year to c.50%<br>among Terminix technicians. Trusted advisor<br>leads also increased by 13% within Terminix.<br>We remain focused on this opportunity and<br>expect to deliver further improvements in<br>participation rates and lead generation<br>in 2025.<br>New innovations<br>Supporting our Trusted Advisors to sell more<br>to existing customers is our pipeline of new<br>innovations. In 2024, following the opening<br>of our Rentokil Terminix Innovation Centre<br>in Dallas, Texas, we took our first steps with<br>the launch of Rentokil innovations in North<br>America, including EcoCatch, for highly<br>effective flying insect control, and Flexi<br>Armour, a range of proofing products to<br>stop rodents from entering a building.<br>Find out more on page 41<br>c.40<br>Customer Save team<br>employees added<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 15
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Strategic Priority #1<br>New Customers<br>The second part of our programme to build the platform for long-term growth<br>is re-igniting our new customer acquisition engine. Our execution plan to<br>accomplish this is multifaceted, beginning with, most importantly, a new and<br>fully staffed team of experienced marketing leaders, who all bring deep<br>expertise to their respective roles. Next, is to improve the effectiveness and<br>return on our marketing and digital search spend – our main issue in 2024 was<br>generating leads from paid-for and organic search marketing. And the final<br>piece of our plan is the opportunity for improved sales efficiency.<br>Delivering organic 1 growth in North America<br>Sales colleagues<br>Critical to delivering improved sales efficiency<br>is increasing the retention of our sales<br>colleagues. Our data highlights that a sales<br>colleague with more than one year of service<br>time is typically around 50% more effective<br>than those with less service time. During the<br>year, we invested in training, enhanced<br>compensation plans for new sales colleagues,<br>and the addition of new area sales managers<br>to ensure our local sales teams receive the<br>training, coaching, and support they need.<br>We were therefore particularly pleased with<br>the improvement delivered in sales colleague<br>retention – up by 640 basis points.<br>Five-star reviews<br>In addition to potential new customers going<br>directly to our brand websites, we want to<br>increase leads from digital search channels.<br>To generate organic (i.e. not paid-for) search<br>volumes from the internet you need<br>high-quality content on your websites and a<br>strong set of customer reviews to attract the<br>search tool. Through 2024, we have delivered<br>a significant improvement in five-star reviews<br>for our North America Pest Control brands<br>with over 55,000 five-star reviews –<br>up by almost 200% on 2023.<br>Pilot: Satellite branches<br>Satellite branches now open<br>Along with impactful web content and<br>five-star reviews, the third factor in<br>organic search performance, and<br>particularly following a recent change<br>to the Google search algorithm, is the<br>local location of facilities. Traditionally,<br>our branches have not been in prime real<br>estate areas, often in industrial zones.<br>In Q4 2024, we opened an initial 10<br>satellite branches in key metro areas<br>to pilot their impact on operational<br>efficiency and lead generation. These are<br>relatively inexpensive, smaller branches.<br>We now have a total of 22 live, all fully<br>branded and operational. They serve<br>as localised operational hubs, offering<br>strategic coverage with minimal overhead<br>compared with full-scale branches.<br>The primary objective of these satellite<br>branches is to drive lead growth in key<br>geographies. By increasing our local<br>presence and profile to attract potential<br>new customers.<br>Dallas, TX<br>Chicago, IL<br>Miami, FL<br>Nashville, TN<br>Washington, DC<br>Philadelphia, PA<br>Lakeland, FL<br>Jacksonville, FL<br>Baton Rouge, LA<br>Jackson, MI<br>10<br>prime locations<br>with high potential<br>customer base<br>in Q4<br>Five-star reviews in North America<br>55,000<br>up<br>c.200%<br>Sales colleague retention up by<br>640bps<br>to<br>72.8%<br>16 Rentokil Initial plc<br>Annual Report 2024
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Strategic Priority #1<br>Scan me!<br>To see the latest Terminix<br>advertising campaign<br>Key focus areas for 2025<br>1. Raising the bar<br>• Improve colleague and customer<br>retention<br>• Accelerate Trusted Advisor sales leads<br>• Maintain brand awareness, drive direct<br>web traffic<br>• Continue to deliver installation<br>programme<br>2. Drive organic search leads<br>• Better execution for organic search<br>• New web content<br>• Increase five-star reviews<br>• Segmented marketing approach<br>3. Focus on sales performance<br>• Increase sales inspection and proposal<br>rates<br>• Moving responsibility for field sales fully<br>to local branches<br>• Differentiated commissions<br>• Sales colleague retention and training<br>• New area sales managers<br>• New door-to-door pilot<br>Increase brand awareness<br>In March 2024, we launched the new Terminix<br>It brand marketing campaign. This is an<br>ongoing top of funnel investment that will<br>generate long-term benefits for the business.<br>Our challenge here is to build on this<br>improvement that we have seen and add the<br>power of our regional brands. We are pleased<br>with the results of the campaign, which was<br>received well and delivered a noticeable<br>improvement in brand favourability – with<br>unprompted brand awareness increasing<br>approximately seven percentage points.<br>Leading brand equity<br>Total brand awareness for Terminix has<br>reached almost complete saturation, with a<br>98% level of awareness. Moving down from<br>top-of-funnel awareness to consideration,<br>about half of those aware of Terminix would<br>consider using the brand for their pest control<br>needs. Moving further down, ‘conversion’ is<br>now at 42% and ‘recommend to others’ at 38%.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 17
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Strategic Priority #2<br>Executing the integration<br>of Terminix into our<br>North American operations<br>The Terminix integration process continues to make good<br>progress. In H2 2024, we commenced the first phase of full<br>branch migrations across 58 locations, and over 250 branches<br>are now on our end-state ‘best of breed’ IT platforms. We plan<br>to recommence the integration programme early in the second<br>half of 2025, and our target remains to have completed the<br>integration by the end of 2026.<br>2<br>Ambition for organic<br>growth of<br>1.5x<br>North America pest<br>control market growth<br>rate post integration<br>North American business<br>to achieve operating profit<br>margins of<br>20%<br>from 2027 post<br>completion of the<br>integration programme<br>IT systems migration successes<br>The systems integration has proceeded to<br>plan. In H1, we harmonised multiple business<br>processes and in H2 started branch systems<br>and data migration. 58 branches and 987<br>service technicians successfully transitioned<br>onto the unified Rentokil Terminix systems<br>platform in 2024. This means that a total of<br>over 250 branches in North America (Terminix<br>and heritage Rentokil) now operate on our<br>end-state ‘best of breed’ IT systems suite.<br>The migration has increased the percentage<br>of service technicians using PestPac, pest<br>control operator software, and the ServiceTrak<br>app from c.40% at the start of the year to<br>c.49% by year end. Employee feedback on the<br>process has been positive, highlighting the<br>effectiveness of pre-migration preparation,<br>training, communication, and go-live support.<br>18 Rentokil Initial plc<br>Annual Report 2024
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1. Branches and brands<br>We will refine our branch and brand strategy<br>in North America. This will run through<br>2025 and 2026 to support new customer<br>acquisition with additional local facilities and<br>a more regionally focused brand strategy.<br>More local facilities<br>To optimise our branch structure and lead<br>generation, we plan to expand the North<br>America network to over 500 branches<br>by the end of 2026, mainly including<br>satellite branches (previous target<br>was c.400).<br>Greater focus on regional brands<br>Following a review of our brand strategy,<br>our national brands remain Terminix<br>(Residential and Termite) and Rentokil<br>(large Commercial), with a new focus<br>on nine main regional brands including:<br>Florida Pest Control, JC Ehrlich, Western,<br>Presto-X and Bug Out brands.<br>2. The last 5%<br>95% of the core back office IT stack<br>has now been developed. We now have<br>single and unified finance, HR and payroll,<br>procurement, and sales commission<br>systems as well as a unified IT security<br>platform, and data centres, allowing us<br>to accelerate the branch migrations in<br>the coming year.<br>With the branch integration pause during<br>Q4 2024, we used the time to focus on<br>data preconditioning ahead of 2025 branch<br>migrations and by actioning new IT projects<br>to be completed in H1 2025. These included<br>new ‘sale to next-day service’ processes,<br>sales automation processes, new<br>end-to-end leads tracking and reporting,<br>and a new end-to-end customer journey<br>and processes for Termite services.<br>3. Restart branch migrations<br>Terminix integration activities and branch<br>migrations are planned to recommence<br>early in the second half of 2025.<br>Strategic Priority #2<br>The initial pilot branch integrations, the launch of new satellite branches in<br>the second half of the year, and our efforts across sales and service have<br>shaped our integration focus for 2025. As we scale up branch migrations<br>and accelerate organic growth, our focus for the integration programme<br>will centre on three key areas:<br>Key focus areas for 2025<br>+500<br>More than 500 branches<br>by end of 2026<br>95%<br>of core IT transformation<br>is already complete<br>Good progress across<br>branch integrations<br>In H2, we conducted a full branch integration<br>pilot across nine branches. This included<br>rerouting, rebranding and the new pay plans<br>and encompassed over 250 technicians and<br>approximately 40 sales colleagues.<br>While early days, operations at these locations<br>experienced minimal disruption, and early<br>metrics, including colleague and customer<br>retention, for 58 branches fully migrated have<br>been positive. We are continuing to monitor<br>these branches closely.<br>We have since expanded this pilot to an<br>additional 41 branches. This means that<br>around 15% of the Terminix branch network<br>has now been fully integrated.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 19
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Reasons to Invest<br>A compelling investment opportunity<br>of long-term compounding growth<br>and profit expansion<br>Global leader<br>Rentokil Initial is a global leader in the pest<br>control and hygiene and wellbeing business<br>sectors. Benefiting from a diversified global<br>footprint, we have operations across 89<br>countries – with market-leading positions<br>in a number of them – operating under<br>power brands, including Rentokil, Initial,<br>and Terminix. Our businesses operate in<br>defensive growth markets with long-term<br>attractive fundamentals, including increased<br>awareness and demand.<br>Reinvesting for growth<br>We reinvest in our business to drive further<br>growth and gain competitive advantage.<br>Our business model creates a virtuous circle,<br>achieving organic growth while conducting<br>bolt-on and strategic M&A to increase our<br>density, leading to improved gross margins.<br>This, combined with our low-cost operating<br>model, brings profitable growth and<br>sustainable Free Cash Flow. We deploy<br>our cash on training our people, our global<br>M&A programme, our brands, R&D,<br>and operational investment.<br>Performance-driven culture<br>Our experienced management team is<br>focused on the effective execution of our<br>strategy. Our team comprises experts in their<br>fields, with a proven track record for delivery,<br>strong service, and innovation, and a clearly<br>articulated strategic framework to drive future<br>growth opportunities. We are a people and<br>values-based organisation and our strong<br>culture and investment in development<br>provides all our teams with the best expertise<br>and knowledge.<br>Financial track record<br>Over the long term, our track record of<br>growing revenue and profits has generated<br>high total returns, strong cash flow, and a<br>strong credit rating. We have a consistent<br>and established strategy centred on market<br>consolidation and operational efficiency,<br>which has delivered 2014–2024 CAGR<br>revenue growth of 13.9%, and 2014–2024<br>CAGR Adjusted Operating Profit growth<br>of 15.8%. Additionally, while organic growth<br>in North America was below expectation<br>in 2024, we expect the Terminix integration<br>to benefit the business through significant<br>cost and scale synergies.<br>Proven, resilient business model<br>We have a proven, repeatable, route-based,<br>low-cost business model. This helps us<br>to consolidate our positions in existing<br>markets and, over time, to improve margins.<br>In emerging markets, we are developing a<br>presence through our Cities of the Future M&A<br>programme – where urbanisation alongside<br>population and economic growth is driving<br>demand for pest control services. Developing<br>a presence in these cities gives us a stronger<br>base for sustainable growth in the medium<br>to long term.<br>High recurring revenues<br>We are a subscription-based business,<br>servicing customers from the largest<br>multinational pharmaceutical, industrial,<br>and food production companies to local<br>shops, restaurants, and homes. The majority<br>of our business from service customers<br>(rather than product customers) is recurring,<br>through annual contracts, enabling steady<br>and predictable revenue streams. In most<br>regions we are able to increase prices in<br>line with inflation, while retaining high levels<br>of customer retention.<br>Leader in innovation<br>We are a leader in innovation and digital<br>across pest control and hygiene and<br>wellbeing. Our industry-leading innovation<br>supports our growth, productivity, and margin<br>improvement. The integration of, for example,<br>Internet of Things (IoT) and artificial<br>intelligence (AI) in pest monitoring and<br>management systems appeals to customers<br>seeking more efficient and cost-effective<br>solutions. We see further growth opportunities<br>across all regions from increased innovation<br>in products and services, and by deploying<br>proprietary digital products, connected<br>devices, and applications.<br>We are a strong, global business with leading positions in structural<br>growth markets. We believe there are excellent opportunities to continue<br>to consolidate our positions in existing markets, to enter new markets, and<br>to lead the industry by investing in innovation in products and services,<br>alongside disciplined and accretive M&A.<br>Find out more on pages 28 to 31 and<br>40 to 47<br>Find out more on pages 38 to 39<br>Find out more on pages 22 to 23<br>Find out more on pages 48 to 49<br>Find out more on page 65<br>Find out more on pages 26 to 27<br>Find out more on pages 22 to 23<br>20 Rentokil Initial plc<br>Annual Report 2024
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Global<br>brands<br>Our global brand strength and brand<br>trust attract new customers to our<br>well-established products and<br>services, and our consistent service<br>quality helps maintain our strong<br>brand awareness. We have two<br>power brands in Pest Control –<br>Rentokil and Terminix, supported<br>by 9 main regional brands in North<br>America – and a recognised and<br>trusted Initial Hygiene brand. We<br>continue to focus on building unified,<br>globally aligned brands through our<br>ongoing investment in marketing,<br>people, service, innovation, digital,<br>and sustainability, and to support our<br>customers across multiple sectors.<br>Scale and<br>breadth<br>Our strength lies in our expertise<br>in pest control and hygiene and<br>wellbeing services, backed by<br>a global footprint, technological<br>innovation, and service delivery.<br>Our scale comes from our diverse<br>service portfolio, our global presence,<br>and our diverse customer base –<br>from residential homeowners to<br>commercial organisations of all sizes<br>and the public sector. This allows<br>Rentokil Initial to address the varied<br>needs of both small businesses and<br>large corporations alike while<br>maintaining a focus on sustainability<br>and customer satisfaction.<br>Digital and<br>innovation<br>Product innovation is second nature<br>to us. Innovation strengthens our<br>brand, differentiating us from our<br>competitors, particularly in the area<br>of digital technology, and giving us<br>a first-mover advantage. It also helps<br>us provide an enhanced service to<br>customers – for example, through our<br>connected devices and monitoring,<br>and our targeting of key growth<br>sectors (such as rodents) – improving<br>our ability to upsell additional<br>products and service lines, and retain<br>customers. In addition, it enhances<br>our sustainability credentials.<br>Our competitive advantages<br>Find out more on pages 13 to 17<br>and 40 to 47<br>Find out more on pages 40 to 47<br>Find out more on pages 38, 39 and 69<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 21
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Our Business Model<br>Creating value for all stakeholders<br>We have a proven, resilient business model operating across our global operations that benefits from<br>highly defensive product and service lines. The nature of our business model remains a key determinant<br>of the strength and resilience of our long-term performance. Our business remains well placed to navigate<br>fluctuations in market dynamics, as well as macroeconomic, environmental, and geopolitical volatility.<br>Expertise<br>Our talented, engaged colleagues receive<br>high-quality training and have industry-leading<br>tools to deliver a great job.<br>Within our business model, each cog is related to the others and measured consistently<br>at Group, business, region, country, and branch level. By focusing on executing our model,<br>we create long-term value for colleagues, customers, shareholders, and society.<br>Colleagues<br>Success in our service businesses starts with<br>our colleagues. Delivering our Employer of<br>Choice programme is the responsibility of all<br>leaders and managers. We have common<br>people management and safety policies<br>and processes.<br>Customers<br>The majority of our customer revenues are<br>recurring contract portfolio, with the balance<br>made up of one-off job work. High levels of<br>service and customer satisfaction support<br>retention, while a broad-spectrum customer<br>base reflects our wide range of services.<br>Our ongoing investment in building unified,<br>globally aligned brands supports customers<br>across multiple sectors.<br>Growth<br>We generate organic growth through new<br>customers and selling additional services<br>to existing ones. Sales colleague retention<br>is an important factor for sales success.<br>Key strengths driving<br>our business model<br>Our business model<br>Leading brands<br>We operate global power brands, recognised<br>and trusted by customers worldwide.<br>Customer focus<br>We are passionate about delivering<br>high-quality services and building long-lasting<br>customer relationships.<br>Innovation and digital<br>Our culture of innovation and investment<br>in our global innovation centres ensures<br>a pipeline of new innovative products and<br>new digital services and solutions which<br>differentiate our brands.<br>Operational excellence<br>We have a fundamental understanding of<br>route density, acquiring customers within<br>close proximity of each other organically<br>or through M&A. This enables our local<br>teams to efficiently service more customers<br>and increase margins.<br>Profit and margins<br>We have built an industry-leading low-cost<br>operating model where each country team<br>leads integrated, multi-local and multi-service<br>operations, using combined back-office<br>functions underpinned by shared systems<br>and processes. We focus on route density.<br>Capital allocation<br>We have a progressive dividend policy<br>and reinvest our free cash in the business.<br>Our dedicated M&A team drive bolt-on M&A<br>in key target cities and continue to focus our<br>portfolio on higher-growth, higher-margin<br>sectors. We have a strong pipeline of<br>acquisitions.<br>Responsible business<br>Socially and environmentally responsible<br>business practices support the attraction<br>and retention of colleagues and customers.<br>Our innovation pipeline is focused on more<br>sustainable solutions.<br>Find out more: Employer of Choice Programme<br>as a Strategic Enabler, page 65<br>Find out more: Our brands, pages 40 to 43 and<br>Marketing effectiveness, pages 16 to 17<br>Find out more: Customer service as a Strategic<br>Enabler/Responsible Business, page 67<br>Find out more: Innovation and digital<br>as a Strategic Enabler, pages 38 to 39 and 69<br>Find out more: pages 22 to 23 and 48 to 49<br>22 Rentokil Initial plc<br>Annual Report 2024
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Profit<br>growth<br>Low-cost<br>model<br>Density Innovation<br>& digital Price<br>Additional<br>services to<br>customers<br>Cash<br>M&A<br>Dividend<br>Shareholder<br>value<br>Impact on<br>society<br>Employer<br>of Choice Health &<br>safety<br>Great service<br>Leading<br>brands<br>Customer<br>retention<br>Organic<br>Revenue<br>Growth<br>New business<br>Underpinned by our central policies and processes<br>Governance and controls<br>Our governance and controls framework<br>reflects our commitment to maintaining high<br>standards of corporate governance and<br>operational control ensuring transparency<br>and accountability.<br>Risk management<br>Our risk management framework provides<br>the tools to manage and continually review<br>our risks. It seeks to drive accountability<br>across the Group and create the insight<br>required for the Board to monitor our risks.<br>Creating value for<br>Find out more: Governance and internal controls,<br>pages 98 to 109<br>Find out more: Risk management framework,<br>pages 83 to 89<br>Our customers<br>98.3%<br>State of Service<br>Our colleagues<br>86.6%<br>Total colleague retention<br>Our shareholders<br>9.09p<br>Full-year dividend<br>80.0%<br>Free Cash Flow conversion<br>+2.6m<br>Training activities completed on<br>U+ Online development<br>51.8<br>Net Promoter Score<br>Our communities<br>£574k<br>Donated to charitable causes<br>17.3%<br>Improvement in emissions intensity index at<br>year end 2024 (20% target by end of 2025)<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 23
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Key Performance Indicators<br>Monitoring our business performance<br>The Group monitors several key metrics to track the financial and non-financial<br>performance of the business. These measures were selected because<br>we believe they provide additional useful information on underlying trends.<br>All figures provided for 2023 onward include the performance of Terminix.<br>Colleagues<br>Ensuring everyone goes home safely<br>Employer of Choice<br>Link to strategy<br>• As a service organisation, our people make our Company what it is.<br>• Our priority is ensuring every colleague goes home safely.<br>• Health and safety is the first agenda item in all senior management<br>meetings (including Executive Leadership Team and Board).<br>Link to remuneration<br>• Both LTA and WDL rates are part of the personal objectives of the<br>Chief Executive and have an impact on the level of annual bonus<br>achieved.<br>Commentary on performance<br>• This year we delivered another high level of colleague safety and<br>we continue to set very high standards in every region.<br>• In 2024, our LTA rate improved by 6.5% to 0.29 (2023: 0.31).<br>• WDL also improved, by 11.3%, reducing WDL to 6.25.<br>• Regrettably, there was one work-related colleague fatality in 2024<br>(2023: 0 fatalities) involving a fall from height. The incident was<br>thoroughly investigated and any lessons incorporated into safety<br>LTA rate defined as number of Lost Time Accidents per 100,000 standard working hours. training and guidance.<br>WDL rate defined as number of Working Days Lost as a result of LTAs per 100,000<br>standard working hours.<br>Colleague retention is defined as total colleagues retained in-year as a percentage of<br>average headcount throughout the year. Colleague retention is measured on a rolling<br>12-month basis.<br>Lost Time Accident (LTA) rate<br>Total colleague retention<br>Working Days Lost (WDL) rate<br>Sales colleague retention<br>Service colleague retention<br>Link to strategy<br>• By retaining our people, we also retain and build deeper relationships<br>with our customers, which underpins our organic growth.<br>• Retaining more colleagues reduces the cost of recruitment, as well as<br>driving productivity improvement, and allowing new recruits the time<br>to be trained and gain experience.<br>• We invest in training and development to ensure that our colleagues’<br>expertise is unrivalled.<br>• We recruit, appoint, and promote on merit and, where possible,<br>from within the organisation.<br>Link to remuneration<br>• Colleague retention is a Performance Share Plan (PSP) performance<br>measure and is included in annual bonus personal objectives.<br>Commentary on performance<br>• Colleague retention improved by 2.4 percentage points to 86.6%,<br>translating to c.1,000 more colleagues choosing to stay with us<br>compared with 2023.<br>• North America total colleague retention continued to improve in 2024,<br>up 4.2 percentage points from 75.2% to 79.4%.<br>• Sales colleague retention increased by 4.6 percentage points to 82.0%<br>versus 2023 of 77.4%, with North America and LATAM delivering the<br>biggest improvements.<br>• Service colleague retention increased 2.4 percentage points versus<br>2023 (83.3%) to 85.6%, which was driven mainly by strong<br>performances in the UK & Sub-Saharan Africa and North America.<br>0.29<br>6.5% improvement<br>on 2023<br>2024 0.29<br>2023 0.31<br>2022 0.39<br>2021 0.38<br>2020 0.39<br>86.6%<br>+2.4 percentage<br>points<br>2024 86.6<br>2023 84.2<br>2022 79.5<br>2021 84.4<br>2020 88.6<br>6.25<br>11.3% improvement<br>on 2023<br>2024 6.25<br>2023 7.05<br>2022 7.90<br>2021 8.71<br>2020 8.46<br>82.0%<br>+4.6 percentage<br>points<br>2024 82.0<br>2023 77.4<br>2022 76.3<br>2021 82.9<br>2020 87.7<br>85.6%<br>+2.4 percentage<br>points<br>2024 85.6<br>2023 83.3<br>2022 77.6<br>2021 82.4<br>2020 86.9<br>Find out more: Responsible Business, page 65<br>Find out more: Responsible Business, page 65 and<br>Strategic Priority #1, pages 13 to 17<br>24 Rentokil Initial plc<br>Annual Report 2024
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Delivering outstanding customer service<br>Link to strategy<br>• We are passionate about delivering excellent service to our<br>customers and keeping our promises to them.<br>• Excellent service helps us retain customers and build deeper<br>relationships with them.<br>Commentary on performance<br>• Group State of Service performance was strong in 2024,<br>up 0.5 percentage points to 98.3% in 2024 (2023: 97.8%).<br>• All regions saw an improvement in performance, with<br>UK & Sub-Saharan Africa the highest-performing region.<br>Link to strategy<br>• Customer retention is crucial to our long-term success.<br>• Benefits include: increased purchasing and cross-selling; lower<br>terminations; greater willingness to accept price increases; positive<br>customer recommendations; and a strengthened unique selling point.<br>Commentary on performance<br>• Overall customer retention was up 0.5 percentage points at 82.8%<br>(2023: 82.3%), driven by a strong performance in Asia & MENAT.<br>• In North America, customer retention rates improved by<br>0.6 percentage points to 80.1% versus 79.5% in 2023 and we have<br>seen a significant increase in five-star reviews from our customers.<br>• Customer reviews of our UK Pest businesses on Trustpilot.com<br>remained at ‘world-class’ levels, with 90% five-star reviews from<br>more than 9,500 customers.<br>Link to strategy<br>• Our business model depends on servicing the needs of our customers<br>in line with internal high standards and to levels agreed in contracts.<br>• Strong performance on CVC is linked to retention and sales of<br>additional services to customers.<br>• Measuring customer satisfaction allows us to identify unhappy<br>customers, reduce customer attrition, and increase revenue, profit,<br>and cash.<br>Link to remuneration<br>• Improving CVC is one of the performance conditions of the PSP,<br>which covers over 1,100 colleagues across the Group.<br>Commentary on performance<br>• Our CVC Net Promoter Score increased by 1.0 points to 51.8.<br>• Our category analysis shows that Pest Control is our highest rated<br>category, at 55.0, broadly flat on last year.<br>• Hygiene & Wellbeing scored 53.0 points this year, an increase<br>of 3.4 points on 2023.<br>Defined as total number of service visits performed as a percentage of total number of<br>visits due.<br>Measured by the implementation of an average Net Promoter Score across all branches,<br>including in-year acquisitions. CVC score represents the net balance of those customers<br>promoting our service, compared with those neutral or not promoting.<br>Net Promoter Scores range from -100 to +100, a positive score is generally considered<br>good, while a score >50 indicates a strong level of customer loyalty.<br>CVC scores are based on both telephone and digital survey channels. Global and regional<br>scores have been weighted based on the portfolio value of the market.<br>Defined as total portfolio value of customers retained as a percentage of opening<br>portfolio.<br>State of Service<br>Net Promoter Score – Customer Voice Counts (CVC)<br>Customer retention<br>Customers<br>Keeping promises to customers<br>Retaining our customers<br>98.3%<br>+0.5 percentage<br>points<br>2024 98.3<br>2023 97.8<br>2022 95.9<br>2021 92.9<br>2020 89.4<br>51.8<br>+1.0 points<br>2024 51.8<br>2023 50.8<br>2022 50.9<br>2021 52.1<br>2020 40.8<br>82.8%<br>+0.5 percentage<br>points<br>2024 82.8<br>2023 82.3<br>2022 82.4<br>2021 85.4<br>2020 84.5<br>Find out more: Customer service, page 67<br>Find out more: Customer service, page 67<br>Find out more: NA Customer retention, page 15<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 25
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Shareholders<br>Key Performance Indicators<br>continued<br>Revenue growth (at AER)<br>Cash conversion<br>Adjusted Operating Profit growth (at AER)<br>Revenue growth (at CER)<br>Adjusted Free Cash Flow Conversion (at AER)<br>Adjusted Operating Profit growth (at CER)<br>1.1%<br>2024 1.1<br>2023 44.7<br>2022 25.6<br>2021 5.5<br>2020 3.7<br>221.0%<br>2024 221.0<br>2023 193.4<br>2022 258.6<br>2021 214.1<br>2020 294.6<br>―7.0%<br>2024 (7.0)<br>2023 57.1<br>2022 29.4<br>2021 15.0<br>2020 5.1<br>3.9%<br>2024 3.9<br>2023 45.8<br>2022 19.4<br>2021 9.5<br>2020 5.1<br>80.0%<br>2024 80.0<br>2023 89.4<br>2022 91.8<br>2021 108.3<br>2020 121.4<br>―4.2%<br>2024 (4.2)<br>2023 57.0<br>2022 23.3<br>2021 19.6<br>2020 6.9<br>Find out more: Financial Review, pages 52 to 56<br>Achieving greater profitability<br>Delivering sustainable Free Cash Flow<br>Driving higher revenue<br>Link to strategy<br>• We aim to drive shareholder value through driving higher revenues<br>from our Pest Control and Hygiene & Wellbeing businesses, supported<br>by M&A investment. Our objective is to deliver sustainable profit<br>growth by growing Group revenues.<br>• We are a highly cash-generative business and, after dividend and<br>interest payments have been made, we reinvest our cash into the<br>business for future growth through people, technology, and M&A.<br>Link to remuneration<br>• Revenue and Profit targets are one of the Company’s performance<br>elements of the annual bonus, which covers the Executive Directors<br>and managers across the Group, and they have an impact on the level<br>of annual bonus achieved.<br>• Free Cash Flow is also a target for the annual bonus, which covers<br>the Executive Directors and managers across the Group.<br>Commentary on performance<br>• Revenue up 1.1% to £5,436m at AER. Revenue at CER increased 3.9%<br>to £5,587m (Organic Revenue growth of 2.8%).<br>– Reflecting a strong performance in our International business<br>(Group excluding North America) which saw Revenue growth<br>of 8.2%, of which 4.7% was Organic Revenue growth.<br>– In North America Organic Revenue growth of 1.5%, with growth<br>of 1.5% in Pest Control.<br>– Organic Revenue growth in all business categories: 2.5% in Pest<br>Control; 3.1% in Hygiene & Wellbeing; and 7.1% in France Workwear.<br>• Adjusted Operating Profit at AER was down 7.0% to £834m and<br>Adjusted Operating Profit at CER was down 4.2%.<br>– Reflecting more modest North America organic growth and cost<br>overruns incurred in the peak pest season.<br>– Full-year margin in Pest Control of 18.0%, Hygiene & Wellbeing<br>at 18.1% and France Workwear at 17.7%.<br>– Input costs effectively offset by sustained strong price progression<br>across all regions.<br>• The cash conversion metric reflects statutory ‘net cash flow from<br>operating activities’ expressed as a percentage of ‘profit after tax’<br>as a measure of overall conversion of profits into cash.<br>• Adjusted Free Cash Flow Conversion was 80.0%, in line with guidance.<br>– Free Cash Flow of £410m was £90m lower than in FY 23. Lower<br>trading profits resulted from more modest organic growth in the<br>North America region.<br>26 Rentokil Initial plc<br>Annual Report 2024
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Responsible Business performance for the year<br>Emissions<br>intensity<br>17.3%<br>Improvement in<br>emissions intensity index<br>at year end 2024 (20%<br>target by end of 2025)<br>Electric vehicles<br>1,018<br>Ultra-low emission<br>electric vehicles<br>in our global fleet<br>Training<br>+2.6m<br>training activities<br>completed on U+ Online<br>development<br>Community spend<br>£574k<br>donated to charitable<br>causes<br>1,718<br>Low emission hybrid<br>vehicles in our global<br>fleet vehicles<br>Emissions from<br>fumigation<br>5%<br>reduction in 2024<br>Find out more: Responsible Business, pages 63 to 80<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 27
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Market Trends and Opportunities<br>Positive drivers across global markets<br>Market drivers<br>Commercial pest control is a largely<br>non-discretionary and essential service<br>protecting public health, and demand for<br>the service across our regions is driven by<br>multiple macro drivers, described below.<br>The drivers are aided by advancing<br>technology across the market, where<br>Rentokil is a leader in innovation and<br>digital adoption.<br>Increased urbanisation<br>and migration<br>Growing urban populations create an<br>environment favourable for pests, driving<br>global demand for pest control services.<br>This is a fundamental driver of the market<br>affecting all regions. City populations are on<br>the rise – 68% of the population will live in<br>cities by 2050, up from 55% in 2021. Rapid<br>urbanisation in many areas leads to high pest<br>prevalence, especially in dense cities.<br>Increased food supply required to feed the<br>growing city populations is another factor<br>influencing pest-related activity. In recent<br>years, the US has seen increased migration<br>of people towards the warmer southern<br>states. This higher concentration of people in<br>cities and warmer climates leads to a higher<br>volume of pest-related activity.<br>Climate change<br>Changing weather patterns create more<br>favourable environments for pests. More<br>extreme weather conditions are becoming<br>the norm, with severe storms and flooding<br>bringing different pest challenges. Climate<br>change also impacts on pest behaviour,<br>distribution lifecycle, and pesticide<br>resistance.<br>Growing impact of<br>technological advancements<br>Digital tools like remote monitoring, apps,<br>drones, connected cameras and AI are<br>enhancing efficiency and effectiveness.<br>Connected technology enables continuous<br>monitoring and automatic adjustments,<br>early warning and treatment, optimising<br>pest management. These concurrent<br>developments are transforming the industry<br>and opening up new possibilities.<br>AI is set to significantly change the pest<br>control industry, enabling more accurate<br>pest identification, predictive analytics for<br>infestation risks, and the development<br>of autonomous pest control devices.<br>We operate globally across the attractive, largely non-cyclical growth<br>markets of pest control and hygiene and wellbeing, with positive growth<br>drivers and opportunities across our North America and our International<br>regions for long-term compounding growth and profit expansion.<br>Overview<br>The global pest control market is evolving<br>rapidly due to various interconnected factors.<br>Urbanisation and climate change are creating<br>more favourable environments for pests,<br>while public health concerns about pest-borne<br>diseases are driving demand for control<br>services. Simultaneously, stricter regulations<br>and growing environmental awareness are<br>important drivers towards more sustainable<br>practices. Technological advancements,<br>including AI and connected pest control<br>systems providing data and insights,<br>offer new possibilities for more efficient<br>and effective pest management.<br>In addition to the direct trends shaping the<br>pest control industry, several indirect macro<br>trends can significantly influence the market<br>landscape. These trends, ranging in importance<br>from moderate to high, encompass a broad<br>range of factors, from economic conditions<br>and housing markets to demographic shifts<br>and migration, to social media and political<br>regulations.<br>Market position<br>Pest Control accounts for c.80% of Rentokil<br>Initial’s global revenue and c.80% of operating<br>profit. Rentokil operates across 88 countries<br>and is a leading global operator, enjoying<br>a No.1 position in many countries.<br>Rentokil Terminix is the largest pest control<br>provider in the North America market,<br>where c.65% of the market is served by four<br>companies. The remainder of the market<br>is highly fragmented, with 20% served by<br>18,000 local operators. The market is split<br>between commercial, residential, and termite<br>customers. International peers of Rentokil<br>include Rollins Inc., Ecolab Inc., and Anticimex.<br>Find out more: Strategic Priority #3,<br>pages 38 to 39<br>Pest Control<br>28 Rentokil Initial plc<br>Annual Report 2024
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Market opportunity<br>The global pest control market is a strong,<br>growing and attractive, largely non-cyclical<br>market valued at c.$26bn in 2023. The global<br>market has grown consistently over the last<br>six years and is expected to continue to<br>enjoy strong organic growth rates of c.5–6%<br>annually to reach an estimated market size<br>of c.$34bn in 2028.<br>Growing awareness of<br>pest-borne diseases<br>Rising public health concern about diseases<br>transmitted by pests (e.g. mosquitoes and<br>rodents) is fuelling global demand for pest<br>control and is a major motivator for both<br>residential and commercial pest control.<br>The global rat population is estimated to<br>be 7 billion, with the US ranked third highest,<br>and 4 billion people in over 125 countries are<br>at risk of contracting dengue fever, which<br>could double by the end of the century.<br>Addressable market and growth (%)<br>North American residential served/unserved<br>($bn)<br>North America is the world’s largest pest<br>control market valued at $12.5bn in 2023<br>and is expected to grow by a CAGR of c.5%<br>to 2028, driven by strong commercial sales<br>and its role as an essential service supporting<br>‘licence to operate’ businesses.<br>The rest of the world has a CAGR of c.6% to<br>2028, driven by higher growth in Emerging<br>markets and Cities of the Future.<br>The market is largely split into three segments,<br>with commercial accounting for c.50% of the<br>total market, followed by residential and<br>termite.<br>In North America, there is an unserved market<br>for residential and termite pest care prevention<br>of c.$48bn (see chart below), compared with a<br>served market of c.$7.1bn. This nascent market<br>opportunity is expected to drive future growth,<br>fuelled by some of the same market drivers as<br>commercial pest control.<br>Stringent regulations and<br>sustainability concerns<br>Our customers, such as food producers, face<br>stringent regulations for pest control and audit<br>reporting. The pest control industry is also<br>facing evolving regulations, particularly<br>regarding the use of certain chemicals,<br>which is driving the move towards more<br>environmentally friendly solutions. This<br>demand for more sustainable pest control<br>is driving innovation in integrated pest<br>management approaches, which emphasise<br>prevention and early identification of<br>pest issues.<br>40<br>30<br>20<br>10<br>0<br>North America<br>2023<br>International<br>12.5 12.2<br>15.8 16.3<br>Total1<br>26.0<br>33.7<br>2028<br>2023<br>$26bn<br>c.5–6%<br>CAGR<br>$34bn<br>2028<br>Unserved (residential & termite) c.$48.0<br>Served (residential & termite) c.$7.1<br>DIY $1.7<br>Dual (Served & DIY) $0.2<br>Global pest control market size 2023 versus 2028 ($bn)<br>Market data sources: Allied Markets (Global),<br>The Strategic Analysis of the US Structural Pest<br>Control Industry, Speciality Consultants LLC,<br>Quince Market Insights and Company internal<br>revenue data (as at May 2024).<br>1. Includes non-Rentokil regions.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 29
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Overview<br>The industry is undergoing a significant<br>transformation, driven by a heightened focus<br>on hygiene and wellbeing, technological<br>advancements, and sustainability concerns.<br>The global pandemic has underscored the<br>importance of hygiene, leading to increased<br>demand for ‘no-touch’ products and more<br>sustainable products and services.<br>Businesses are prioritising health and<br>wellbeing, creating opportunities for hygiene<br>solutions that enhance the overall experience<br>and contribute to a sense of wellbeing.<br>As the industry evolves, regulatory changes,<br>the rise of smart buildings, and the ageing<br>population are also shaping the hygiene<br>landscape. Businesses must adapt to stricter<br>hygiene regulations and cater to the specific<br>needs of older adults.<br>Furthermore, the growing emphasis on mental<br>wellbeing presents opportunities for hygiene<br>solutions that create calming and pleasant<br>environments. By understanding and<br>responding to these trends, businesses<br>can position themselves for success in the<br>evolving market.<br>Market Trends and Opportunities<br>continued<br>Market position<br>Our Hygiene & Wellbeing business operates<br>in an attractive industry offering strong growth<br>opportunities. Like Pest Control, Hygiene &<br>Wellbeing is an essential, non-discretionary<br>business and its medium-term opportunities<br>are enhanced by rising demand for global<br>hygiene services.<br>The Initial Hygiene brand is a leader in global<br>core hygiene washroom services – operating<br>in 70 countries and in No.1 position in over<br>a third of countries.<br>Our Enhanced Environments business<br>operates in 18 countries and has leading<br>positions in a number of its markets.<br>It is difficult to estimate the total market size<br>for hygiene and wellbeing as the services<br>and products are highly fragmented and there<br>are many routes to satisfy washroom hygiene<br>needs, with competitors providing a wide<br>range of supply solutions. Regional, full-service<br>companies provide service solutions, either<br>direct or via cleaning companies/facility<br>management, differentiating on services,<br>products, and coverage.<br>In-country competitors to Initial Hygiene<br>include: phs Group Inc., Elis, CWS, Citron<br>Hygiene Canada Limited, and Ecolab Inc.<br>in hygiene services; and Kimberly-Clark<br>Corporation in hygiene consumables<br>and products.<br>Market opportunity<br>The global market size for washroom<br>services is difficult to estimate due to the<br>breadth of services offered in the sector.<br>Rentokil Initial estimates the core washroom<br>services market will grow by a CAGR of c.6.7%<br>through to 2028.<br>Heightened focus on<br>hygiene and sanitation<br>The global pandemic triggered a profound<br>shift in hygiene awareness, with 86% of<br>people globally recognising good hygiene<br>as crucial for preventing the spread of germs.<br>This heightened focus is driving sustained<br>demand for hygiene products and services<br>across all categories, even beyond the<br>pandemic. Opportunities are also being<br>created for hygiene and wellbeing that<br>enhance the overall experience, create a more<br>pleasant work and leisure environment, and<br>contribute to a sense of wellbeing. This trend<br>has fundamentally shifted consumer and<br>business behaviour, creating a sustained<br>demand for hygiene and wellbeing solutions.<br>Market drivers<br>Since the start of the global pandemic in<br>2020, we have seen elevated standards<br>for health and hygiene, particularly in the<br>workplace.<br>Industry commentators and our experience<br>to date suggest this heightened focus on<br>hygiene will be a long-term change that will<br>create ongoing market opportunities from<br>which our business can benefit.<br>Market data sources: Rentokil Initial internal<br>analysis and independent research reports.<br>Find out more: Strategic Priority #4,<br>pages 44 to 45<br>Hygiene & Wellbeing<br>30 Rentokil Initial plc<br>Annual Report 2024
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Hygiene regulations and<br>rising standards<br>Tighter global and national guidance is<br>becoming a legal requirement. Wellbeing is<br>increasingly being incorporated into building<br>standards, with 82% of employers stating a<br>preference for wellness-enabled buildings<br>(according to the CBRE Group Inc., 2018).<br>Governments worldwide are tightening<br>hygiene and sanitation regulations.<br>Businesses must stay abreast of these<br>changes to ensure compliance, as exemplified<br>by legislations such as the EU’s General Food<br>Law Regulation, which sets out comprehensive<br>hygiene requirements.<br>Emphasis on health and<br>wellbeing and hygiene<br>in the workplace<br>The global prioritisation of health and<br>wellbeing, evidenced by 80% of people<br>believing businesses should promote it,<br>is driving demand for hygiene solutions<br>that create healthier and more pleasant<br>spaces, extending beyond basic<br>cleanliness. Post pandemic there is greater<br>importance of workplace hygiene, with<br>businesses recognising its impact on<br>productivity, morale, and absenteeism.<br>Studies show that poor hygiene and<br>sanitation can decrease productivity<br>by 20%, emphasising the need for<br>comprehensive hygiene solutions in<br>workplaces across all categories.<br>Ageing population<br>The global population is ageing, with one<br>in six people projected to be 60 or over<br>by 2030. This demographic shift increases<br>demand across all hygiene categories<br>for solutions catering to older adults’<br>needs, such as accessible washrooms<br>and infection prevention. The ageing<br>population is a significant demographic<br>trend with long-term implications for the<br>hygiene industry.<br>Environmental<br>Sustainability legislation is becoming more<br>commonplace, and this trend is expected to<br>continue. Customer demand for enhanced<br>hygiene solutions that are also more<br>sustainable is increasing. This has created<br>a related requirement to ensure that all<br>solutions are delivered in the most sustainable<br>way possible.<br>Social impact changes<br>56% of the world’s population (4.4 billion<br>inhabitants) live in cities today, expected<br>to rise to 80% by 2050. 90% of the future<br>megacities (>10 million people) are expected<br>to be in the developing world (Asia, Africa, and<br>Latin America), which will represent 90–95%<br>of urban expansion in coming decades.<br>The millennial generation is highly focused<br>on health and wellbeing and vocal about its<br>importance, with increased spend across all<br>wellbeing categories. 160 million people join<br>the middle classes every year, with increasing<br>hygiene and living standard expectations and<br>a growing health consciousness afforded by<br>higher disposable income.<br>Addressing the market<br>opportunity across our<br>businesses<br>Within our Pest Control and Hygiene &<br>Wellbeing businesses the non-cyclical<br>drivers across our global markets are<br>creating opportunities which in turn are<br>driving organic growth opportunities<br>across our North America and<br>International regions. Executing our<br>strategic priorities helps us to capture<br>these opportunities. Our market<br>leadership in product development,<br>innovation, including AI, data and<br>insights, and digital continues to ensure<br>that we differentiate our global brands<br>and support our customers’ needs in<br>the changing social, economic,<br>environmental, and regulatory<br>environment.<br>Find out more: Our Strategic Priorities,<br>page 12<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 31
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Our Regions and<br>Business Categories<br>Our Regions and<br>Business Categories<br>North America<br>Pest Control Hygiene & Wellbeing France Workwear<br>International<br>Revenue (at AER)<br>£3,260m<br>−1.4%<br>Revenue (at AER)<br>£4,287m<br>+0.1%<br>Revenue (at AER)<br>£908m<br>+5.7%<br>Revenue (at AER)<br>£230m<br>+4.3%<br>Revenue (at AER)<br>£2,165m<br>+5.1%<br>Europe (incl. LATAM)<br>UK & Sub-Saharan Africa<br>Asia & MENAT<br>Pacific<br>Find out more on pages 33 to 35<br>Find out more on pages 40 to 43 Find out more on pages 46 to 47 Find out more on page 47<br>Find out more on pages 36 to 37<br>Segmental reporting<br>Across our businesses and country operations we deploy our centrally designed innovation and technology products, services,<br>and solutions to drive profitable, sustainable growth.<br>Due to the international nature of the Group, foreign exchange movements can have a significant impact on regional performance.<br>Unless otherwise stated, percentage movements in Revenue and Adjusted Operating Profit are presented at constant exchange rates.<br>Our regions<br>Our business categories<br>We operate regionally and report performance across our five global regions:<br>North America, Europe (including LATAM), UK & Sub-Saharan Africa<br>(including Ireland & Baltics), Asia & MENAT, and Pacific.<br>Our products and services are segmented into three business categories:<br>Pest Control, Hygiene & Wellbeing, and France Workwear.<br>32 Rentokil Initial plc<br>Annual Report 2024
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1. North America includes Pest Control and Hygiene & Wellbeing.<br>2. North America Pest Services is Pest Control excluding products/distribution, brand standards, lake and vector.<br>Our Regions<br>North America 2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 3,260 -1.4% 3,347 1.3% 1.5%<br>Operating Profit 418 -14.5% 430 -12.2%<br>Adjusted Operating Profit 558 -9.5% 573 -7.1%<br>Adjusted Operating Margin 17.1% -1.6% 17.1% -1.6%<br>Organic Growth Q1 Q2 Q3 Q4 Full Year<br>North America1 1.5% 1.0% 1.4% 2.3% 1.5%<br>North America Pest Control 1.5% 0.7% 1.4% 2.6% 1.5%<br>North America Pest Control Services2 1.0% 1.5% 1.4% 1.5% 1.4%<br>Performance<br>Full year Revenue was up 1.3%, with Organic<br>Revenue up 1.5%. There was an improved end<br>to the year with a 90bps quarter-on-quarter<br>gain in regional Organic Revenue growth in<br>Q4 (1.4% in Q3, 2.3% in Q4), resulting in H2<br>Organic Revenue growth of 1.8%, ahead of<br>revised guidance of c.1%.<br>Adjusted Operating Profit of £573m, down<br>7.1%, reflects the combined impact of below<br>plan expectation revenue growth and from<br>significant in year cost investments to drive<br>revenue. Consequently, despite continued<br>good price realisation, Adjusted Operating<br>Margin in North America declined to 17.1%.<br>Operating Profit was £418m at AER.<br>We are seeing ongoing success with our<br>recruiting, training and retention initiatives.<br>Total North America colleague retention<br>increased to 79.4% (FY 23: 75.2%), driven<br>by improvement in frontline technician roles<br>(+4.3ppts to 76.0%) and sales roles (+6.4ppts<br>to 72.8%), and in both new colleagues (0-12<br>months) and longer tenured (> 1yr) colleagues.<br>As a result of the improvement in new<br>colleague retention, we have 100 more sellers<br>entering 2025 in their second year versus their<br>first year of sales in 2024. Since the date of<br>acquisition, retention at Terminix has grown<br>from 62.4% to 76.3%, an increase of 13.9ppts.<br>Total customer retention in North America<br>increased to 80.1% (FY 23: 79.5%). Following<br>incremental improvement through the year,<br>there was a positive step change into year<br>end with the three best months of customer<br>retention all recorded in Q4, each above 81%.<br>Customer satisfaction was also positive,<br>with an improved overall Net Promoter Score<br>of +53.3.<br>North American bolt-on M&A programme<br>continued, with the purchase of 13 businesses<br>with combined revenues of c.£69m in the year<br>prior to purchase. We continue to selectively<br>pursue high quality M&A assets in the North<br>America region.<br>There was further progress on legacy termite<br>warranty obligations, with total open warranty<br>claims reducing by 20% on the prior year and<br>by 72% since 2019. Total pending litigated<br>cases reduced by 41% in 2024 as the Company<br>continues to resolve legacy claims.<br>RIGHT WAY 2<br>Our 2024 plan to drive enhanced<br>organic growth<br>Through the year we have been optimising<br>processes to increase overall lead volume<br>and improve lead quality. In March 2024, we<br>launched the new ‘Terminix It’ brand marketing<br>campaign aimed at increasing awareness<br>of our Terminix brand and strengthening our<br>top of funnel marketing. This delivered a<br>noticeable improvement in brand favourability<br>– with unaided Terminix brand awareness<br>at its highest level since 2021. A key focus<br>in 2024 has been digital marketing, given<br>the significance of the digital channel for<br>new customer acquisition in the residential<br>and termite pest control markets. We are<br>particularly focused on our organic lead<br>capability, including enhancing the content<br>on our websites to align with AI-generated<br>search answers, in order to improve our<br>search engine ranking over time. However,<br>there is still significant work to be done to<br>improve our lead generation.<br>We’ve made strong progress in securing<br>five-star reviews from our customers, which<br>recognise high service levels and serve as a<br>critical component of Internet search visibility.<br>Five-star reviews for Terminix increased by<br>150% in the year to 44,000. In parallel, we have<br>augmented our paid search strategies to<br>generate higher quality leads. This includes<br>refining our bidding strategy for critical<br>search terms.<br>We have leveraged technician leads through<br>our Trusted Advisor programme, creating a<br>complementary stream of lead generation.<br>We continue to enhance our approach with<br>better data reporting, increased focus at a<br>branch management level and training for all<br>new technicians as part of their on-boarding.<br>The participation rate for the Trusted Advisor<br>programme increased from 40% at the start of<br>the year to 50% among Terminix technicians,<br>and from c.57% to c.73% among Rentokil<br>technicians.<br>Total North America colleague<br>retention increased to<br>79.4%<br>(FY 23: 75.2%)<br>Five-star reviews for Terminix<br>increased in the year to<br>44,000<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 33
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North America<br>Our Regions<br>continued<br>In 2025, we will deploy enhanced customer<br>segmentation to effectively leverage media<br>channels and will integrate service demand<br>forecasting by location into our customer<br>targeting. Once the sales team has sold<br>the lead, it is important that the technician<br>completes the work order quickly. We delivered<br>consistent work order completion rates in 2024<br>of c.97%, and in 2025 are aiming to reach 98%.<br>We will continue to focus heavily on organic<br>lead generation, as well as improve our sales<br>conversion and overall sales effectiveness,<br>which will take time to fully materialise.<br>We invested significant additional sales<br>and marketing resources in 2024, which will<br>continue into 2025. We believe we have<br>invested sufficient new resources to drive<br>the enhanced level of organic growth we are<br>targeting, and during 2025 we will continue<br>to monitor and scrutinise the effectiveness of<br>the 2024 investments, and where appropriate<br>reprioritise them to higher return activities,<br>to optimise the return opportunity on that<br>investment.<br>IT systems migration<br>The IT systems integration has proceeded to<br>plan. Prior to the integration period, the region<br>had highly fragmented IT infrastructure with<br>more than 70 systems and multiple vendors.<br>We now have a single back office IT set-up<br>in place, and ‘Best of Breed’ branch systems<br>have been selected and are being delivered.<br>We harmonised the multiple business<br>processes in H1, and in H2 started branch<br>systems and data migration. 58 branches,<br>987 service technicians, and $373 million in<br>revenue were successfully transitioned onto<br>the unified Rentokil Terminix systems platform.<br>Including the heritage Rentokil network a total<br>of over 250 branches in North America now<br>operate on our end-state IT systems suite.<br>The migration has increased the percentage<br>of service technicians using PestPac and the<br>ServiceTrak app from c.40% at the start of<br>the year to c.49% by year-end. A structured<br>approach ensures continued progress<br>and alignment with our strategic goals.<br>Employee feedback on the process to<br>date has been positive, highlighting the<br>effectiveness of pre-migration preparation,<br>training, communication, and go-live support.<br>Technician rerouting and new pay<br>plan piloting<br>In Q4 2024 we commenced technician<br>rerouting and piloting of our new sales and<br>service pay plans, initially covering nine<br>branches encompassing over 250 technicians<br>and c.40 sales colleagues. These rerouting<br>and pay plans revision efforts were executed<br>to plan with minimal disruption to operations.<br>At these locations customer retention has<br>increased on pre-migration levels. Colleague<br>retention has also remained strong, in line with<br>pre-migration levels. The second branch<br>cluster of 41 branches with 1,000 technicians,<br>has also recently completed. This means that<br>around 15 per cent of the Terminix branch<br>network has now been fully integrated.<br>Q1 2025 Terminix<br>integration review<br>As announced in October 2024, during the<br>first quarter of 2025 we have been reviewing<br>the progress made to date with the integration<br>and the priorities for its next phase. The review<br>has helped us to enhance our RIGHT WAY 2<br>growth plan with respect to both our brand<br>and branch strategies and our customer<br>retention and customer experience strategy,<br>and to review the best way to monitor ongoing<br>cost saving opportunities.<br>The full branch integration process is planned<br>to restart in early H2 2025.<br>Enhancing customer retention and<br>customer experience strategy<br>Our customer retention rates have been stable<br>to slightly improved through the course of the<br>year. In 2024, we strengthened our account<br>management teams, added new senior<br>customer experience experts and 40 new<br>Customer Save team members, and instated<br>new retention strategies ranging from the<br>acquisition of more retainable customers<br>and improving the first-year experience<br>through to minimising technician rotation<br>and optimising complaints management.<br>We are also increasing our use of data to<br>better understand and seek to address the<br>drivers of customer retention and churn.<br>Optimising Brand strategy: Our revised<br>branding strategy will see the maintenance of<br>a national focus for the Rentokil and Terminix<br>brands. However, there will be an additional<br>focus on our well-known regional brands,<br>rather than merging them over time with<br>Terminix, giving us nine main regional brands.<br>$373m<br>in revenue were successfully<br>transitioned onto the unified Rentokil<br>Terminix systems platform<br>The migration has increased the<br>percentage of service technicians<br>using PestPac and the ServiceTrak<br>app from c.40% at the start of the<br>year to<br>c.49%<br>by year end<br>34 Rentokil Initial plc<br>Annual Report 2024
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North America<br>Smaller local brands will be co-branded or<br>merged. This will allow us to optimise the<br>return opportunity we generate from our<br>advertising spend and increase the overall<br>share of voice of our brands.<br>Optimising Branch strategy: In Q4 2024 we<br>commenced the piloting of satellite branches.<br>Ten sites in key metro areas were active as<br>at the end of 2024, and we currently have<br>22 in operation. These smaller branches are<br>fully branded and operational but have a low<br>cost to operate. They serve as localised<br>hubs with active facilities, staffed with sales,<br>administrative, and customer support teams.<br>While the pilot is still not complete, initial<br>findings are positive, driving digital leads and<br>being recognised by search engines as local<br>points of presence that increase our digital<br>footprint. Subject to continued progress<br>with this pilot, we believe a branch network<br>combining larger, traditional sites and smaller<br>satellites will serve us well. Based on our<br>current branch network and mapping of an<br>optimal footprint for lead generation, we<br>currently estimate that by the end of 2026<br>we will have a network of over 500 branches,<br>including satellite branches, versus our<br>previous target of 400. In addition, we have<br>over 100 franchised owned and operated<br>Terminix branches in the US.<br>A portion of current investment deployed<br>during 2024 but not driving optimal<br>effectiveness and efficiency will be redirected<br>to our enlarged brand and branch strategies.<br>Cost savings and margin<br>opportunity<br>We continued to achieve cost synergies in<br>2024, whilst also continuing our significant<br>investments behind salary and benefit<br>harmonisation, safety, innovation and IT,<br>and we saw another year of inflation in the<br>cost base.<br>During 2024 we made significant in-year sales<br>and marketing investments focused on driving<br>revenue, including behind brand awareness,<br>lead generation and sales infrastructure.<br>A portion of the investment behind these<br>opportunities is not driving optimal<br>effectiveness and efficiency and in 2025 will<br>be redirected to fund the new strategies we<br>will be deploying in respect of our enhanced<br>brand strategy and our enlarged branch<br>strategy.<br>During 2025 we expect further inflation<br>but do not anticipate the need for additional<br>investments over those which were made<br>in 2024.<br>Three years post the acquisition<br>announcement of Terminix, and going forward<br>we will not report separately on net synergy<br>delivery. Disaggregating investments and<br>inflationary cost increases from synergistic<br>cost savings over multiple years is now overly<br>subjective.<br>We remain confident that, from the end<br>of 2026, when we expect integration to<br>be complete, significant operational cost<br>savings will be achieved, in line with initial<br>expectations of gross synergies. Branch<br>integration and improved route density will<br>significantly improve technician efficiency.<br>The post 2026 cost reduction is estimated as<br>a $100m reduction from the 2024 spend level.<br>From 2027, we expect that delivery of these<br>cost savings, together with an improved organic<br>growth rate post integration, will allow the<br>North American business to achieve operating<br>profit margins above 20%. We are retiring the<br>previous Group Adjusted Operating Margin<br>target of greater than 19% by 2026.<br>Total one-time integration costs to achieve<br>(cash and non-cash) from the start of the<br>integration to the end of 2024 were $248m.<br>The total remaining one-time costs to achieve<br>in 2025 to 2026 are expected to be c.$100m.<br>The North America senior<br>leadership team<br>The North America leadership team has<br>been significantly strengthened with recent<br>appointments:<br>Alain Moffroid, Interim North America CEO,<br>appointed Feb 2025. Alain was appointed<br>to the role in Q1 2025 after the announced<br>departure of Brad Paulsen. Alain is a highly<br>experienced leader in the Company with<br>twelve years’ experience leading residential<br>and commercial pest control businesses,<br>together with 23 years with Unilever in senior<br>leadership roles. As Group Chief Commercial<br>Officer Alain has been working closely with<br>the North American business on delivering<br>their strategy focused on customer experience<br>and retention, digital and innovation<br>programmes.<br>Aaron Coley, Chief Financial Officer, joined<br>Dec 2024. Aaron brings over 25 years of<br>financial experience to the role, including<br>14 years as CFO for companies at various<br>stages of transition. Most recently, he served<br>as CFO for a transportation and logistics<br>company listed on Nasdaq.<br>The post 2026 cost reduction is<br>estimated as a<br>$100m<br>reduction from the 2024 spend level<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 35
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International<br>Our Regions<br>continued<br>Europe (incl. LATAM)<br>The region enjoyed another good performance in 2024, driven by both<br>volume and pricing, and with a strong contribution from Pest Control<br>and France Workwear. Revenue grew by 6.5% to £1,152m (5.0% Organic).<br>Revenue growth in Pest Control was 6.6%, supported by key markets<br>including Germany, Benelux, Spain and Italy. Hygiene & Wellbeing grew<br>Revenue by 5.9% with softer performance in Dental offset by strength<br>in Specialist Hygiene and Ambius where we continue to see significant<br>opportunity. France Workwear delivered another excellent year with<br>Revenue up 7.1%.<br>Adjusted Operating Profit in the region grew by 5.0% to £226m,<br>benefiting from pricing discipline. Adjusted Operating Margin was<br>down by 30bps to 19.6%. In Europe, margin was stable, however there<br>was a margin reduction in LATAM, where adverse weather impacted<br>the shipping fumigation business. Operating Profit reduced by 6.2%<br>to £170m at AER. Customer retention has remained strong at 88.3%<br>(FY 23: 88.4%.) A focus on sales retention, including recruitment,<br>onboarding and early days retention led to best-in-class colleague<br>retention rates of 90.4% (FY 23: 90.4%).<br>In Europe and LATAM, 12 business acquisitions (nine in Europe and<br>three in LATAM) were completed in total with revenues of £20m<br>in the year prior to purchase.<br>UK & Sub-Saharan Africa<br>Revenue for the region increased by 12.0% (4.3% Organic), with Pest<br>Control Revenue growth of 5.5% and Hygiene & Wellbeing Revenue<br>growth of 18.5%.<br>Regional Adjusted Operating Profit increased by 7.0% to £101m.<br>Operating Profit was up 17.8% to £99m at AER. Adjusted Operating<br>Margin decreased by 110bps to 23.0%, impacted largely by the<br>acquisition of the lower margin specialist hygiene company DCUK.<br>The region delivered a price performance that mitigated cost increases,<br>alongside a consistently strong customer service environment.<br>Customer retention for the full year was roughly stable at 86.0%<br>(FY 23: 86.9%). Colleague retention was up strongly to 86.8%<br>(FY 23: 83.3%).<br>2024 was the UK’s biggest ever year for innovations. 39 solutions in<br>total were launched, ranging from new additions to our suite of smart<br>monitoring devices and non-toxic wasp traps through to new air<br>scenting products with patented technology.<br>Two business acquisitions were completed (both within the UK)<br>with revenues of £31m in the year prior to purchase.<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 1,114 3.1% 1,152 6.5% 5.0%<br>Operating Profit 170 -6.2% 175 -3.9%<br>Adjusted Operating Profit 219 1.8% 226 5.0%<br>Adjusted Operating Margin 19.6% -0.3% 19.6% -0.3%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 6.2% 5.3% 4.9% 4.0% 5.0%<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 435 11.5% 437 12.0% 4.3%<br>Operating Profit 99 17.8% 100 18.2%<br>Adjusted Operating Profit 100 6.7% 101 7.0%<br>Adjusted Operating Margin 23.1% -1.0% 23.0% -1.1%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 4.1% 6.1% 4.2% 2.9% 4.3%<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 2,165 5.1% 2,229 8.2% 4.7%<br>Operating Profit 339 -1.9% 346 +0.2%<br>Adjusted Operating Profit 420 2.9% 432 5.7%<br>Adjusted Operating Margin 19.4% -0.4% 19.3% -0.5%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 5.6% 4.9% 4.5% 4.1% 4.7%<br>Best-in-class colleague retention<br>rates in Europe of<br>90.4%<br>39<br>solutions in total were launched<br>in UK & SSA<br>36 Rentokil Initial plc<br>Annual Report 2024
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International<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 354 4.2% 368 8.4% 5.4%<br>Operating Profit 24 -26.9% 25 -23.2%<br>Adjusted Operating Profit 46 1.0% 48 4.9%<br>Adjusted Operating Margin 12.9% -0.4% 12.9% -0.4%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 4.3% 5.2% 6.5% 5.5% 5.4%<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 262 5.3% 272 9.3% 3.2%<br>Operating Profit 45 -3.3% 47 0.4%<br>Adjusted Operating Profit 55 2.5% 57 6.4%<br>Adjusted Operating Margin 21.1% -0.6% 21.1% -0.6%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 7.3% 1.2% 0.6% 4.2% 3.2%<br>Asia & MENAT<br>Revenue rose by 8.4%, of which 5.4% was Organic Revenue growth.<br>Pricing was complemented with volume growth, as markets overall<br>remained structurally supportive. The performance was led by India<br>and Indonesia, which both sustained high single-digit organic growth.<br>In India, good progress was made in integrating the pest control<br>company Hi-Care, acquired in the first half of the year. In MENAT,<br>regional conflict held back the final quarter performance in the<br>Lebanon market, but we are seeing a prompt recovery.<br>Adjusted Operating Profit in Asia & MENAT increased 4.9% to £48m<br>and Adjusted Operating Margin was down 40bps to 12.9% as a result<br>of additional growth investment. Operating Profit decreased by 26.9%<br>to £24m at AER. Customer retention increased to 80.7% (FY 23: 78.7%).<br>Regional operations have benefited from an increased colleague<br>retention rate of 93.3% (FY 23: 92.0%). The region acquired five<br>businesses with total revenues in the year prior to purchase of £12m.<br>Pacific<br>Revenue increased by 9.3% to £272m, with Organic Revenue growth<br>of 3.2%. Pest Control revenue growth was 12.4%, driven by sustained<br>momentum in both contract and jobbing work, despite weather related<br>challenges affecting rural and trackspray operations during the year.<br>Hygiene & Wellbeing revenue grew by 6.2%, with strong demand for<br>Ambius’ services continuing. Adjusted Operating Profit in the Pacific<br>was up by 6.4% to £57m, with an Adjusted Operating Margin of 21.1%.<br>Operating Profit decreased by 3.3% to £45m at AER. Customer retention<br>remained strong at 86.6% (FY23: 86.5%), while colleague retention<br>improved to 80.2% (FY23: 77.5%), with positive momentum observed<br>in the second half of the year. The region acquired four businesses<br>with total revenues in the year prior to purchase of £8m.<br>Asia & MENAT customer retention increased to<br>80.7%<br>(FY 23: 78.7%)<br>Pacific Hygiene & Wellbeing revenue grew by<br>6.2%<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 37
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Strategic Priority #3<br>Growing our global Pest<br>Control business through<br>innovation and digital<br>Innovation as a growth enabler<br>Innovation is the lifeblood of what we do at Rentokil Initial<br>and is a key enabler to our success and future growth.<br>Digital innovation in pest control is necessary to meet<br>the needs of an evolving world. Innovative products<br>and services, and digital and AI applications allow us<br>to unlock new market segments, drive global organic<br>growth, and differentiate ourselves, offering unique<br>solutions that competitors can not readily replicate.<br>Innovation is a powerful sales tool, alongside providing<br>greater operational efficiency and margin growth.<br>We lead our industry in the use of digital technologies,<br>and we are continuing to build this competitive advantage<br>– our smart technology is providing more remote<br>monitoring solutions and increased transparency of data.<br>Innovation drives margin accretion<br>Adopting innovative processes and technologies supports<br>profitable growth as we lower service costs, reduce<br>consumables usage, and leverage data to inform improved<br>efficiencies. It also enables us to target longer-term<br>customer contracts. Our innovation supports improved<br>customer conversion, retention and service efficiency,<br>enabling sustained growth and margin accretion over time<br>in mature markets, and leading the industry in emerging<br>countries – particularly in commercial sectors.<br>3<br>75+<br>Pipeline of science and<br>innovation projects<br>Find out more: Pest Control business<br>performance and innovation, pages 40 to 43<br>R&D innovation centres<br>We have built a strong track record of delivering market-ready<br>innovation in Pest Control, and we continue to focus on advancing<br>pest control technologies and solutions through our dedicated<br>global innovation centres and our team of scientists, engineers and<br>technicians. Our industry-leading R&D capabilities provide Rentokil<br>with a differentiated platform to innovate enhanced solutions over<br>three time horizons: short, medium, and long term.<br>In Pest Control we operate four innovation centres globally:<br>1. The Power Centre, UK, which serves as Rentokil’s global R&D<br>hub for pest control. It focuses on early innovation, regulatory<br>analysis, microbiology advancements, and training in pest<br>control solutions.<br>2. The Technology Centre, UK, which focuses on hardware<br>product development, validation, and regulatory excellence.<br>3. Rentokil Initial Supplies, UK, which focuses on the research,<br>development, and delivery of more sustainable consumable<br>products and industry-leading accreditations.<br>4. Rentokil Terminix Innovation Centre in Dallas, Texas.<br>This centre, dedicated to North America services, opened in<br>June 2024. It features advanced research facilities, including<br>laboratories, environmental chambers, and a built-in insectary.<br>It focuses on developing new technologies and products for<br>residential, vector, and termite pest control. Its mission is to<br>create a step change in Rentokil Terminix’s competitive<br>advantage, particularly in termite and mosquito pest control.<br>Innovation pipeline<br>Our innovation pipeline of more than 75 projects enables Rentokil<br>Initial to meet industry regulations, satisfy evolving customer needs<br>and improve efficiency. We are well positioned to sustain our<br>leadership position in the commercial sectors and now with added<br>focus and investment on residential pest control in North America.<br>>567k<br>Lumnia units in operation<br>38 Rentokil Initial plc<br>Annual Report 2024
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Strategic Priority #3<br>AI-driven connected technology<br>Connected technology is at the heart of our<br>market leadership strategy in Pest Control,<br>with PestConnect, our remote monitoring<br>platform, serving as the foundation for all<br>our digital advancements.<br>Recent innovations in AI and camera<br>technology have significantly enhanced<br>our PestConnect digital pest management<br>solution, developed in collaboration with<br>Google and Vodafone. Our next-generation<br>connected monitoring system integrates<br>Camera Vision AI, delivering AI-driven,<br>data-powered solutions that improve<br>efficiency, precision, and sustainability in<br>pest management – dramatically reducing<br>resolution times.<br>Our newly launched PestConnect Optix<br>camera device enables real-time digital<br>monitoring, visual pest activity verification, and<br>data-driven control strategies. By leveraging<br>machine learning, it analyses images captured<br>by cameras, allowing technicians to identify,<br>classify, and count pests across various<br>environments with greater accuracy.<br>The insights gathered from our cameras –<br>combined with time, location, and pest activity<br>data – allow us to track trends at customer<br>sites and identify the causes of infestations<br>or increased activity. This enables us to have<br>meaningful conversations with customers,<br>providing them with valuable insights into<br>their operations.<br>See pages 42 to 43 for more details on<br>PestConnect.<br>IoT to enhance customer service<br>Our investment in our Internet of Things (IoT)<br>cloud platform allows real-time data to enable<br>critical business decisions to be made. The<br>volume of data coming from our connected<br>PestConnect units is significant – our Google<br>Cloud-based platform allows us to monitor,<br>collect, analyse, and share data in the cloud to<br>get real-time updates on any infestation, 24/7,<br>and so offer a better service.<br>PestConnect data shows<br>resolution time can be<br>improved by<br>50%<br>500k<br>PestConnect devices installed<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 39
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Our Business Categories<br>Pest Control<br>What we do<br>We are a leading pest control company and<br>the largest operator in North America, with<br>operations across 88 countries and 98 of the<br>world’s 100 largest cities by GDP. We operate<br>in a resilient and non-cyclical industry<br>characterised by strong long-term structural<br>growth drivers.<br>Trading primarily under the Rentokil and<br>Terminix brands, our Pest Control specialists<br>seek to protect people, enhance lives, and<br>preserve the planet by providing route-based<br>pest control solutions across commercial,<br>residential, and termite sectors through<br>the use of connected, digitally enabled,<br>energy-efficient, and where possible,<br>non-toxic sustainable pest control services.<br>Using both preventative and responsive<br>strategies, we enhance protection for our<br>customers through holistic, integrated, and<br>connected pest management programmes.<br>Our customers<br>Rentokil operates across three distinct<br>customer segments and a broad range<br>of industries. Our market-leading pest<br>management digital solutions, and innovation,<br>and our high customer retention of 81.2% are<br>key differentiators across our North American<br>and International markets.<br>Commercial is our largest customer segment,<br>and key sectors include food and beverage<br>processing and outlets, hospitality, facilities<br>management, offices and administrative, and<br>logistics and warehousing. We have a high<br>degree of recurring contracted revenue across<br>Pest Control and within the commercial sector.<br>Our customers mainly contract on an annual<br>basis, with PestConnect customers<br>contracting on a three-year basis. Residential<br>is our next largest customer segment, and an<br>expanded segment within our North America<br>market following the acquisition of Terminix.<br>Termites makes up the third customer<br>segment. Both our Residential and Termite<br>customers contract on a per visit/incident<br>basis, with most regions introducing an annual<br>increase in prices in line with inflation<br>Customers increasingly are making<br>purchasing decisions based on brand trust,<br>differentiated expert service delivery<br>(including innovation and AI), sustainable<br>solutions, and real-time digital customer<br>engagement solutions, all areas in which<br>Rentokil continues to invest in as a global<br>leader.<br>Our leading brands<br>We continue to focus on building our Rentokil<br>and Terminix brands through ongoing<br>investments in people, service, innovation,<br>digital capabilities, and sustainability. In North<br>America, as well as the national focus on our<br>two power brands, our brand strategy will<br>have an additional focus on our nine main<br>regional brands.<br>How we do it<br>1. Pest risk assessment<br>Hassle-free pest survey<br>and consultation<br>• Scheduled pest<br>inspection at a time of<br>your convenience<br>• On-site pest risk review<br>and consultancy<br>• No-obligation quote and<br>recommendations<br>2. Pest treatment<br>Comprehensive pest<br>treatment programme<br>tailored to your needs<br>• Certified, local pest<br>control experts<br>• Environmentally sensitive<br>approach<br>• Industry-specific<br>legislation expertise<br>supporting audit<br>compliance<br>3. Pest protection<br>(aftercare)<br>Providing a clean, safe<br>environment and treatment<br>• Integrated pest<br>management (IPM)<br>solutions<br>• Detailed post-service<br>recommendations<br>• Pest prevention aftercare<br>and advice<br>International<br>Pest Control<br>growth<br>Our International business,<br>covering Europe, including Latin<br>America, the UK & Sub-Saharan<br>Africa, Asia & MENAT, and the<br>Pacific, grew Revenue (at AER)<br>by 4.6% to £1,135m in 2024 and<br>Organic Revenue increased<br>by 5.3%.<br>The non-cyclical growth drivers<br>of population growth, climate<br>change, and urbanisation, and<br>the expanding use of digital<br>innovation in pest management,<br>are presenting opportunities<br>across our International markets.<br>We are building scale and density<br>in new and existing cities and<br>expanding our operations in<br>territories such as Central<br>America, India, and Australia.<br>The take-up of digital pest control<br>and preventative measures is<br>growing, but varies within<br>regions, with Europe, parts of<br>Asia, and Australia being early<br>adopters in the use of digital tools<br>like remote monitoring, drones,<br>and AI, presenting opportunities<br>for Rentokil to become a leading<br>innovator in these Growth and<br>Emerging markets.<br>40 Rentokil Initial plc<br>Annual Report 2024
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Pest Control<br>Our performance<br>The business sustained growth in the year,<br>underpinned by the critical nature of its services<br>and with a strong contribution from the<br>International business. Overall Revenue was<br>up by 2.9% (2.5% Organic) to £4,408m. Organic<br>Revenue growth in the International business<br>of 5.3%, in line with our medium-term range<br>for Pest Control of between 4.5-6.5%, offset<br>more modest North America Organic Revenue<br>growth of 1.5%. There was a drag from the<br>North America business on Adjusted Operating<br>Profit, down by 4.2% to £794m, resulting in an<br>Adjusted Operating Margin for the Pest Control<br>category of 18.0%. Operating Profit decreased<br>by 13.7% to £560m at AER. Pest Control<br>represented 79% of Group Revenue and<br>79% of Group Adjusted Operating Profit.<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 4,287 0.1% 4,408 2.9% 2.5%<br>Operating Profit 560 -13.7% 573 -11.6%<br>Adjusted Operating Profit 773 -6.7% 794 -4.2%<br>Adjusted Operating Margin 18.0% -1.3% 18.0% -1.3%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 2.7% 1.7% 2.3% 3.3% 2.5%<br>We acquired 24 pest control businesses<br>in the period, with revenues in the year prior<br>to acquisition of £90m.<br>We lead our industry in the use of digital<br>technologies in pest control, and we are<br>continuing to build upon this competitive<br>advantage. Our smart technology is providing<br>more remote monitoring solutions and<br>increased transparency of data.<br>The digital Pest agenda moved further forward<br>in 2024. An additional 127,000 PestConnect<br>devices, which offer 24/7 monitoring, were<br>installed in customers’ premises, and we now<br>have a total of 500,000 devices installed.<br>We have 13 countries where connected<br>devices now account for more than 10% of the<br>commercial portfolio. In the UK, PestConnect<br>accounts for c.20% of the Company’s<br>commercial pest control contracted revenue.<br>We continue to roll out smarter solutions.<br>Our new PestConnect Optix utilises AI and<br>camera technology to identify individual<br>rodents. It’s available in the UK with<br>deployments in the Netherlands, France,<br>Spain and the Middle East underway.<br>In the year, North America also saw the launch<br>of our proprietary EcoCatch fly control solution<br>for commercial customers, as well as the<br>continued rollout of our Lumnia LED flying<br>insect control range.<br>Rentokil Terminix Innovation Centre<br>Our new innovation centre is a<br>further example of our global<br>commitment to industry-leading<br>innovation and investment in our<br>people to deliver outstanding<br>customer service. We continue to<br>set new standards for the industry<br>and differentiate ourselves in<br>the market.<br>Andy Ransom<br>Chief Executive<br>In June, we opened a state-of-the-art Rentokil Terminix Innovation Centre<br>in Dallas, Texas. This centre, dedicated to North America, serves as<br>a hub for advanced R&D, innovation testing, technician training, and<br>driving advancements in pest control technologies. It brings together<br>a collaboration of our own scientists with leading academic institutions,<br>key stakeholders, and industry experts.<br>The centre features advanced research facilities, including three<br>independent laboratories, a temperature controlled environmental<br>chamber, and a built-in insectary for indigenous and global insects.<br>Central to the R&D programme is a team of PhD-level scientists with<br>specialisms including termites, mosquito management, and residential<br>pest control product development. Their focus is on developing new<br>technologies and products for residential, vector, and termite pest control.<br>The centre’s mission is to create a step change in Rentokil Terminix’s<br>competitive advantage in North America, particularly in termite and<br>mosquito pest control.<br>Since the centre’s opening, North America has seen innovation launches,<br>including our EcoCatch fly control solution, that captured 60% more flies<br>in 24 hours during laboratory tests compared with the market-leading<br>external fly trap. Additionally, the roll-out of the Lumnia LED flying insect<br>control range continues to expand.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 41
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Pest Control<br>Our Business Categories<br>continued<br>Investment in innovation<br>and digital solutions<br>Our ongoing investment in innovative products<br>and services, and digital and AI applications<br>allows us to unlock new market segments,<br>drive global organic growth, and differentiate<br>ourselves, offering unique solutions that<br>competitors can’t readily replicate.<br>During the year, we upgraded our<br>PestConnect and RADAR X core pest control<br>solutions, extended our AI and camera<br>imaging capabilities through PestConnect<br>Optix, and made strong progress in growing<br>the take-up of our market-leading digital and<br>connected devices and platforms.<br>PestConnect connected monitoring<br>PestConnect, our market-leading advanced<br>digital pest management solution, supports<br>a growing range of connected devices and<br>catch solutions. Our PestConnect system and<br>solution is based on the IoT and acts as an<br>early warning system to alert our technicians<br>of pest activity at customer sites. Its proactive<br>monitoring and alerts reduce the need for<br>in-person attendance and minimise reliance<br>on chemicals and pesticides.<br>PestConnect launched in our core European<br>markets in 2014, and more recently we have<br>rolled out the system in Australia, New<br>Zealand, and parts of Asia, where the initial<br>demand has been strong.<br>PestConnect Optix is the latest PestConnect<br>solution and incorporates AI camera solutions.<br>which uses imaging devices with Camera<br>Vision AI and unique AI algorithms to swiftly<br>detect and identify a variety of pests from<br>cameras strategically placed in areas<br>susceptible or prone to pest infestations,<br>allowing infestations to be quickly and<br>effectively treated. The system uses infrared<br>LEDs to ensure clarity even in low-light<br>conditions, enabling coverage in concealed<br>areas like ceiling voids, sub-floors and wall<br>cavities, and sensitive locations like server<br>rooms, clean rooms or electrical facilities.<br>These pictures are then analysed by a<br>sophisticated AI algorithm, which determines<br>to a high probability the pest type that has<br>been detected – whether it is a rat, mouse,<br>bird, or other unwanted pest.<br>The addition of cameras offers enhanced,<br>real-time monitoring and control of a wide<br>range of pest activity in large-scale commercial<br>and residential settings, allowing pest<br>management programmes to start significantly<br>quicker than anything we have today.<br>Using AI and data analytics, PestConnect<br>provides valuable insights into pest activity<br>impacting a customers' operations.<br>These detailed insights lead to powerful<br>conversations, often resulting in actions taken<br>by the customer and Rentokil to enhance the<br>protection of their operations and premises.<br>Day in the life<br>of a Pest Control<br>technician<br>Our Pest Control technicians play<br>a vital frontline role at Rentokil<br>and Terminix, serving diverse<br>customers, such as retail outlets,<br>restaurants, offices, hotels, and<br>homes. With over 25,000<br>technicians globally, we provide<br>expert pest control solutions,<br>supporting the safety and<br>hygiene of customer premises.<br>Technicians work independently,<br>managing a dedicated<br>geographical area, swiftly<br>resolving pest issues, and<br>offering valuable advice.<br>Equipped with a company<br>vehicle and comprehensive<br>training (up to Level 3 Technician),<br>they tackle varied tasks daily.<br>From laying bait boxes and<br>fumigating offices to routine<br>checks for key accounts, no two<br>days are the same. The role<br>demands quick thinking and<br>strong decision-making in a<br>dynamic, fast-paced environment.<br>42 Rentokil Initial plc<br>Annual Report 2024
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Pest Control<br>RADAR X<br>Forming part of the PestConnect system,<br>RADAR X, our upgraded RADAR unit<br>developed in 2023 and launched during the<br>year, is our industry-leading mouse control<br>solution with dual catch unit and monitoring<br>capability. It offers a much-needed alternative<br>to conventional baiting practices. Our 24/7<br>connected monitoring ability enables early<br>detection of pest activity and targeted<br>intervention, reducing service inefficiency.<br>It protects customers from the disruption pest<br>infestations can cause, as well as minimising<br>the risk of secondary poisoning to non-target<br>species. It is designed as a novel modular<br>system, which enables specific components<br>to be swapped rather than needing to discard<br>the whole unit if one part needs replacing.<br>This not only minimises plastic and electronic<br>waste, but also extends the lifespan of the<br>product to deliver effective indoor mouse<br>control for longer.<br>Lumnia Insect Light Trap (ILT)<br>Having fully moved away from using fluorescent<br>tubes, Lumnia ILT with its patented LED light<br>was a first-to-market solution. The unit,<br>with model options suitable for a range<br>of environments, consumes up to 79% less<br>energy compared with traditional insect light<br>traps. It also features adaptive lighting that<br>adjusts to ambient conditions, optimising<br>energy use. During the year our Total Fly<br>Control toolkit was launched, and the number<br>of units in use increased to more than 567,000.<br>Our investment in camera technology allowed<br>us to develop a camera for flying insects in the<br>year, to be launched in 2025. The camera will<br>scan and alert for the percentage of the board<br>covered, counting objects in real time, and in<br>the future enabling pest type recognition.<br>PestConnect reaches 500,000<br>devices milestone<br>Rentokil’s investment in connected technologies has significantly<br>enhanced customer insights, improved outcomes, increased<br>operational efficiency, and helped disrupt pest breeding cycles.<br>PestConnect continues its expansion across Europe and Asia,<br>with installed units increasing 36% this year – bringing the total<br>to c.500,000 connected devices in operation. Currently, five<br>countries have more than 25% of their commercial portfolio utilising<br>connected devices, while six countries exceed 20%. Additionally,<br>New Zealand and Australia, have surpassed 10% following recent<br>roll-outs.<br>Looking ahead, our digital pest control evolution will establish<br>PestConnect as the foundation of future pest management<br>services, integrating new solutions, generative AI advancements,<br>and the introduction of our Optix ‘visualisation’ range.<br>PestConnect device growth<br>500,000<br>400,000<br>300,000<br>200,000<br>100,000<br>0<br>Devices ’000<br>2019 2020 2021 2022 2023 2024<br>80,000<br>148,000<br>235,000<br>290,000<br>356,000<br>c.500,000<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 43
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Strategic Priority #4<br>Building our global<br>Hygiene & Wellbeing business<br>4<br>Our strategy for Hygiene & Wellbeing is to deliver continued<br>growth through a combination of strong operational focus,<br>increasing the reach and density of our footprint, from the<br>70+ countries we currently operate in, and targeted M&A to<br>build city density. Central to this is the delivery of excellent<br>customer service, product innovation, service line extensions,<br>and improvements to productivity through digital products<br>and applications.<br>We are focusing on four areas to continue our global growth:<br>• expanding our range of services in core washrooms;<br>• expanding outside washrooms, building wellbeing services<br>such as plants and scenting and specialist hygiene;<br>• operational excellence and building density; and<br>• an M&A programme to accelerate growth in new markets,<br>build density, and extend services.<br>+£25m<br>Annual M&A growth<br>Find out more: Hygiene & Wellbeing<br>business performance, page 47<br>Enhanced Environments<br>Improving the occupant experience<br>in the built environment<br>Growth targets<br>• Further investment in<br>Sales & Marketing<br>• Target M&A to build density<br>and market share<br>• Bolt-ons to existing Pest Control<br>and Hygiene & Wellbeing<br>contracts<br>Washroom Hygiene<br>Brand leadership via innovation<br>science<br>Growth targets<br>• Continued growth from operations<br>excellence<br>• Innovation to increase penetration<br>and differentiation<br>• Target M&A to build density/<br>increase our markets<br>Premises Hygiene<br>Leveraging our hygiene expertise<br>outside washrooms<br>Growth targets<br>• Accelerate our growth in existing<br>markets<br>• Target M&A to build density and<br>increase our range of expertise<br>44 Rentokil Initial plc<br>Annual Report 2024
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Strategic Priority #4<br>Growth from operational<br>excellence and innovation<br>Having the best product ranges and delivering<br>high-quality customer service is key to<br>promoting operational excellence. Our core<br>washroom hygiene business offers three<br>ranges of washroom products, with range<br>extensions supporting customer retention and<br>increasing solution density.<br>Signature range: Our award-winning<br>Signature range includes high-quality<br>products constructed to be both tough and<br>durable with an integral antimicrobial surface<br>that helps reduce the spread of germs. The<br>range now includes AirFlow Scent – an<br>affordable, passive scenting solution providing<br>effective fragrancing for small washrooms<br>without the need for batteries or electric<br>power sources.<br>Signature COLOUR: Makes personalised<br>washrooms the new standard and gives<br>customers and employees a consistent<br>experience reflecting brand values. Awarded<br>the Red Dot Design Award for product design<br>excellence and the President’s Design Award<br>for product innovation and design excellence.<br>Reflection range: A contemporary range of<br>premium stainless steel washroom products<br>styled to blend discreetly into the washroom<br>environment.<br>These awards recognise top industry<br>designers and honour exceptional interior<br>plantscape designs. Ambius designers from<br>across North America secured awards in<br>various categories, including Design, Major<br>Renovation, Living Wall, and Rooftop Gardens.<br>Focus on specialist hygiene<br>We are repositioning our specialist hygiene<br>business to target higher growth segments,<br>focusing on air and water hygiene.<br>Our specialist hygiene services for air are<br>focused on the growth opportunity in<br>ventilation cleaning, and the upkeep of a<br>heating, ventilation, and air conditioning<br>(HVAC) system to enable it to run properly and<br>safely. The growing awareness of indoor air<br>quality makes regular HVAC cleaning vital to<br>prevent harmful bacteria and meet health<br>standards.<br>Food preparation and kitchen environments<br>can create numerous hygiene challenges and<br>bacteria risks. Our comprehensive range of<br>specialised hygiene services tailored for<br>food-related industries combine traditional<br>cleaning practices with advanced technology<br>for better efficiency, safety, and compliance in<br>food and beverage outlets.<br>Growing beyond<br>the core washroom<br>We aim to accelerate our growth outside the<br>washroom extending into Premises Hygiene<br>and Enhanced Environments, both organically<br>and inorganically, focusing on areas such as<br>wellbeing, scenting and specialist hygiene.<br>Ambius<br>Enhancing work and commercial environments<br>has grown in importance since the pandemic.<br>We are committed to meeting this global<br>demand, and are focused on expanding our<br>services in internal ambience, biophilia and air<br>quality, and brand experience.<br>Ambius, our global biophilia business, offers a<br>comprehensive plant and landscaping service,<br>ensuring effective use of plants to create a<br>welcoming and productive atmosphere. We<br>specialise in providing solutions that not only<br>enhance the space but also offer numerous<br>plant benefits, including improved air quality<br>and employee well-being. Ambius provides a<br>full range of services, from biophilic consultancy<br>services for large one-off projects through to<br>seasonal re-planting and regular maintenance<br>to keep the plants healthy.<br>Ambius achieved remarkable success at the<br>2024 International Plantscape Awards, earning<br>20 awards for innovative designs, three<br>Platinum awards, 13 Gold, and four Silver.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 45
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Hygiene & Wellbeing<br>Our Business Categories<br>continued<br>What we do<br>Hygiene & Wellbeing, operating under the<br>Initial brand, provides a wide range of hygiene<br>and wellbeing services. We help organisations<br>around the world to manage hygiene risk,<br>create healthier working environments and<br>public spaces, and make workplaces better<br>and safer places to be for colleagues and<br>visitors. Our people provide dedicated and<br>expert hygiene services in the washroom<br>and throughout entire premises.<br>Our technicians provide hygiene services to<br>business environments to make them cleaner,<br>safer and healthier, to improve air quality, and<br>support workplaces in being pleasant places<br>in which to operate. Establishing good hygiene<br>practices throughout an organisation reduces<br>the risk of infection being passed from person<br>to person. As a result, fewer days are lost to<br>sickness, which translates directly into real<br>cost savings and increased productivity. Inside<br>the washroom we offer the widest range of<br>washroom hygiene services and products.<br>Outside core washroom hygiene, our Enhanced<br>Environments businesses improve the<br>occupant experience beyond the washroom<br>and throughout customer premises. We operate<br>Ambius plants and premium scenting, air<br>quality monitoring and green walls.<br>We deliver specialist hygiene services, such<br>as clinical waste management, dental hygiene,<br>and cleanroom services operations.<br>Our customers<br>Initial operates in 70 markets across six main<br>customer segments: education, leisure and<br>hospitality, healthcare, offices, manufacturing,<br>and retail. Our high customer satisfaction<br>levels of 53.0 provide a key competitive<br>advantage. Customer Voice Counts surveys<br>are used to improve service levels and every<br>detractor score is followed up with a call from<br>an account/branch manager to discuss<br>improvements.<br>• Hygiene has expanded beyond the<br>washroom and buyers now have a greater<br>appreciation for the value of good hygiene<br>standards across their locations and look<br>for expertise.<br>• There is now often a shared responsibility<br>for washroom purchasing, as the value of<br>hygiene has elevated, and facilities buyers<br>have been joined by commercial, operations,<br>and health and safety.<br>• Strong preference for new digital reality<br>means that digital prospecting and selling<br>is becoming as effective as in-person<br>engagement.<br>Day in the life<br>of a hygiene<br>service technician<br>Working for Initial Hygiene<br>involves delivering a number of<br>different products and services<br>at our customers’ premises each<br>day – no two days are the same.<br>There is always lots of variety in<br>the role, but your customer base<br>remains the same, enabling you<br>to build lasting relationships with<br>your customers.<br>Once qualified to Level 1, you can<br>work on your route alone – ‘my<br>route is my responsibility so I can<br>arrange it to keep my customers<br>happy’ – while keeping in close<br>contact with your line manager<br>and with the support of the wider<br>Rentokil Initial family.<br>Initial Hygiene offers a clear and<br>structured training programme<br>from trainee to Level 3, giving<br>everyone good opportunities for<br>progression and development.<br>How we do it<br>1. Hygiene assessment<br>Hassle-free hygiene<br>survey and consultation<br>• Prompt response from<br>local expert hygiene<br>surveyors<br>• On-site hygiene risk<br>review and consultancy<br>• Detailed inspection<br>against health and safety<br>guidelines, focusing on<br>your business’s hygiene<br>needs<br>2. Tailored solutions<br>Customised hygiene<br>solutions for your business<br>• Hygiene solutions<br>tailored to the unique<br>requirements of your<br>business<br>• Award-winning products<br>compliant with all hygiene<br>and environmental<br>regulations<br>• Quick and discreet<br>installation, ensuring<br>minimal disruption to your<br>business operations<br>3. Maintenance<br>and aftercare<br>Ongoing support of<br>hygiene excellence<br>• (For Global account<br>customers) Dedicated<br>account manager for<br>regular support and query<br>resolution<br>• Regularly scheduled<br>account reviews and<br>on-site hygiene audits<br>• Access to market-leading<br>technologies and<br>innovations for<br>continuous improvement<br>in hygiene standards<br>46 Rentokil Initial plc<br>Annual Report 2024
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Hygiene & Wellbeing<br>France Workwear<br>What we do<br>Our France Workwear business accounts<br>for c.4% of Group Revenue and specialises<br>in the supply, maintenance, and laundering<br>of workwear, uniforms, cleanroom garments,<br>and personal protective wear to customers in<br>hotels, restaurants, and catering businesses<br>across France. The workwear is designed to<br>meet safety and hygiene standards, enabling<br>employees to be well protected while<br>maintaining professionalism and comfort<br>in their working environment. The business<br>is considered non-core and operates on<br>a standalone basis.<br>Strategy<br>We are focused on creating a business that<br>has a clear market differentiation. To achieve<br>this, we aim for the highest level of product<br>and service quality, applying key performance<br>indicators to measure quality of service and<br>using radio-frequency and identity tags to<br>improve service accountability. We utilise<br>the highest standards in washing and repair<br>quality in order to be responsive to our<br>customers’ needs and have a separate,<br>dedicated team to focus on the continued<br>innovation of services and products.<br>Our performance<br>Strong new business sales performance,<br>including account gains and upselling, resulted<br>in another strong contribution from our France<br>Workwear business where Revenue rose<br>by 7.1% to £237m, all from Organic growth.<br>Inflation was successfully mitigated with price<br>increases. Adjusted Operating Profit growth<br>increased by 8.6%. Operating Profit was<br>up 9.0% to £41m at AER. The business has<br>benefited from continued strong colleague<br>retention rates.<br>Sustainable<br>hygiene – air care<br>Air hygiene services are essential for<br>safeguarding indoor environments.<br>At Initial, we leverage decades<br>of global expertise to deliver<br>industry-leading air care and<br>purification solutions, which are<br>designed to minimise health risks<br>associated with poor air quality<br>and provide a myriad of benefits.<br>Air freshening remains an important<br>part of our core washroom portfolio.<br>To support our continued growth<br>in this area, we launched Signature<br>AirFlow in 2024, a low-cost,<br>power-free solution suitable for<br>small washrooms and accessible<br>toilets. Signature AirFlow Scent<br>addresses the need for sustainable<br>air fresheners that do not use<br>aerosols or propellants or need<br>batteries or power sources.<br>Our performance<br>Hygiene & Wellbeing Revenue increased by<br>8.4% to £931m. Organic Revenue growth was<br>3.1%, Q4 Organic growth was held back by<br>190bps quarter on quarter owing to strong<br>prior year comparatives from large projects<br>in Ambius North America and Covid-related<br>credits in the UK. We see the main<br>opportunities for future growth in our Hygiene<br>& Wellbeing category as being core<br>washrooms, premises hygiene, including air<br>care, and enhanced environments. In 2024,<br>Organic Revenue growth in core washrooms<br>was 3.1%, while Organic growth in premises<br>and enhanced environments was 3.7%.<br>Adjusted Operating Profit was up by 6.8% to<br>£169m, with Adjusted Operating Margin down<br>30bps to 18.1%. Operating Profit was up 5.4%<br>to £157m at AER. For FY24, Hygiene &<br>Wellbeing represented 17% of Group Revenue<br>and 17% of Group Adjusted Operating Profit.<br>We acquired 12 Hygiene and Wellbeing<br>companies with revenues of c.£50m in the<br>year prior to purchase.<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 908 5.7% 931 8.4% 3.1%<br>Operating Profit 157 5.4% 161 8.0%<br>Adjusted Operating Profit 164 4.2% 169 6.8%<br>Adjusted Operating Margin 18.1% -0.3% 18.1% -0.3%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 3.8% 5.0% 2.9% 1.0% 3.1%<br>2024<br>AER<br>£m<br>AER<br>Growth<br>2024<br>CER<br>£m<br>CER<br>Growth<br>Organic<br>Growth<br>Revenue 230 4.3% 237 7.1% 7.1%<br>Operating Profit 41 9.0% 42 12.0%<br>Adjusted Operating Profit 41 5.7% 42 8.6%<br>Adjusted Operating Margin 17.7% +0.2% 17.7% +0.2%<br>Q1 Q2 Q3 Q4 Full Year<br>Organic Growth 7.7% 7.4% 7.4% 6.1% 7.1%<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 47
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5<br>Strategic Priority #5<br>Capital allocation opportunities<br>for value creation<br>A proven model<br>for value creation<br>Allocating capital to building and executing<br>our acquisitions pipeline alongside operational<br>investment is a key foundation of our growth<br>strategy. It drives organic and M&A growth,<br>improves our gross margins and generates<br>strong profit and cash flow.<br>The focus of our acquisitions programme,<br>which extends from North America to all our<br>International regions, is to maintain a strong<br>pipeline of high-quality opportunities and to<br>integrate acquisitions quickly and effectively,<br>creating scale globally and a stable platform<br>for future growth. Our in-house M&A team has<br>the capability to identify, evaluate, execute,<br>and integrate acquisitions at pace, having<br>acquired 297 businesses since 2018. Our<br>model for value-creating M&A is structured<br>around the disciplined evaluation of targets,<br>execution of detailed integration programmes,<br>and careful stewardship of new businesses<br>under its ownership.<br>Our financially disciplined capital allocation model is compounding growth<br>through M&A and organic growth.<br>Targeted acquisitions<br>Acquisitions are a core part of our Pest Control<br>growth strategy, targeting acquisitions in key<br>markets to build scale and density, increase<br>our competitive positioning, and improve<br>our ability to service customers, and targeting<br>acquisitions in new countries and in<br>megacities and large cities where we<br>have identified strong growth potential.<br>In North America, we took a more targeted<br>approach to bolt-on acquisitions, with 10<br>acquisitions focused on building local density in<br>cities in the South and California, while ensuring<br>that we did not impact the ongoing integration<br>programme there. Internationally, we acquired<br>four pest businesses in Asia, with the<br>acquisition of national provider HiCare Services<br>Private Limited (HiCare) a significant expansion<br>in India (see page 49); five in Central Europe;<br>and four in Australia, a country which is at the<br>forefront of integrating advanced technologies<br>into pest management.<br>Hygiene & Wellbeing continues to present<br>a strong growth opportunity through M&A,<br>replicating the successful Pest Control model,<br>which has similar characteristics. Our M&A<br>focus in Hygiene & Wellbeing is on building city<br>density and supporting specialist extension<br>areas that we have defined as part of our<br>growth plans. During 2024, we expanded<br>specialist hygiene services, air care and indoor<br>planting, scenting and landscaping (forming<br>part of our global Ambius business), acquiring<br>12 businesses across North America, Europe<br>(including LATAM), UK and Asia, and expanding<br>our footprint in Cities of the Future, as detailed<br>on page 49.<br>£140m<br>Revenue acquired through<br>36 acquisitions in 2024<br>1. As the Group is moving to US Dollar reporting<br>from 1 January 2025, guidance is provided in<br>the new reporting currency.<br>2. Includes six H&W deals.<br>3. Excludes North America.<br>North America² 103<br>Growth Pest³ 78<br>Emerging Pest 75<br>Hygiene & Wellbeing³ 41<br>Number of acquisitions since 2018<br>$250m1<br>2025 targeted M&A spend<br>48 Rentokil Initial plc<br>Annual Report 2024
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Strategic Priority #5<br>98<br>We have a presence in 98 of the<br>world’s 100 largest cities, by GDP<br>58<br>Cities of the Future acquisitions<br>completed since 2020<br>Cities of the Future<br>M&A strategy<br>Established in 2020, the Cities of the Future<br>M&A strategy targets M&A activity in those<br>cities where we expect to see even higher<br>growth levels over future decades from<br>increased demand for both Pest Control and<br>Hygiene & Wellbeing services. In 2024, we<br>added scale in 32 of these cities, including<br>Delhi, Mumbai, Hunan, Ho Chi Minh, Kolkata,<br>Melbourne, and Bogotá.<br>Our strategy has so far delivered:<br>• 58 acquisitions in Cities of the Future since<br>2020, in cities including Sao Paolo, Manila,<br>Delhi, Hyderabad, Mecca, Abu Dhabi,<br>Fuzhou, Foshan, Xiamen, and Santiago;<br>• acquired revenues of over £100m in<br>Cities of the Future since 2020;<br>• the creation of the largest pest control<br>company in India;<br>• additional material scale in Latin America<br>(Brazil, Colombia, and Chile); and<br>• more than doubling scale in the Philippines,<br>Saudi Arabia, and the United Arab Emirates,<br>and entry in Pakistan.<br>Securing a leading<br>position in India<br>India is the world’s most populous country<br>and the world’s second largest pest control<br>market. It is one of Rentokil’s key targets<br>for future growth, driven by its increasing<br>urban population, growing middle classes,<br>and largely tropical climate. In April, we<br>acquired HiCare, India’s second-largest<br>pest control company.<br>This strategic move enhances the Group’s<br>presence in India, building upon our 2017<br>acquisition of a majority stake in Pest Control<br>India (PCI). HiCare operates through 30<br>branches nationwide, employing over 1,000<br>colleagues to deliver commercial, residential,<br>and termite pest control services. The<br>company’s clients include food producers,<br>healthcare facilities, airports, and hotels.<br>The Indian pest control market is poised for<br>continued growth, supported by increasing<br>urbanisation, heightened health awareness,<br>and the need for compliance with food safety<br>standards. With over 6,000 small pest control<br>companies in the country, we see substantial<br>potential for further consolidation and<br>expansion. The adoption of integrated pest<br>management practices and technological<br>advancements is expected to further drive<br>the market forward.<br>Cities of the Future<br>2024 M&A<br>We acquired 36 new businesses, comprising 24 in Pest Control and 12 in Hygiene & Wellbeing<br>for a total consideration of £182m, with total revenues of c.£140m in the year prior to purchase.<br>We added 13 new businesses in North America during the period with £69m revenues acquired,<br>12 deals in Europe inc. LATAM (revenues of £20m in the year prior to purchase), two deals in the<br>UK & SSA region (revenues of £31m in the year prior to purchase), five deals in Asia and MENAT<br>(revenues of £12m in the year prior to purchase) and 4 deals in the Pacific region (revenues of<br>£8m in the year prior to purchase).<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 49
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Our people are our business.<br>We are committed to being a world-class<br>Employer of Choice everywhere we<br>operate. Above everything, our<br>colleagues’ safety comes first – we want<br>to ensure that everyone goes home safely<br>at the end of their working day.<br>Our market-leading practices, together<br>with our training and development<br>programmes, help us to attract and hire,<br>and also retain, the best people.<br>We believe in diversity, ensuring that<br>everyone is given the equal opportunity<br>to succeed based on merit.<br>Providing outstanding customer<br>service is a key component of our<br>business model.<br>We serve customers from the largest<br>multinational pharmaceutical, industrial,<br>and food production companies to local<br>shops, restaurants, and residential<br>customers, and we are passionate about<br>the level of customer service we deliver<br>to every one of them.<br>As a services business we know that<br>brand trust and identity matter, and<br>we endeavour to fully understand<br>our customers’ needs to provide<br>the solutions they require.<br>Be an Employer<br>of Choice<br>Provide excellent<br>customer service<br>86.6% 98.3%<br>colleague retention rate State of Service<br>Find out more on pages 24 and 65 to 66 Find out more on pages 25 and 67<br>Our four strategic enablers are the key resources and capabilities<br>that support and facilitate the successful implementation of our strategy.<br>They are fundamental to our business model, ensuring alignment<br>between goals and execution on our strategic priorities.<br>Our Strategic<br>Enablers at a Glance<br>50 Rentokil Initial plc<br>Annual Report 2024
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Innovation is an integral<br>part of our business.<br>Our best-in-class differentiated innovation<br>not only provides our customers with<br>more efficient products and services, but<br>also ensures that our operations are as<br>sustainable as possible. Our innovation<br>pipeline is focused on digital services,<br>sustainable products, and non-toxic<br>solutions.<br>Digital technologies are increasingly<br>employed throughout our businesses to<br>enhance the experience of both our<br>customers and our colleagues, further<br>improving efficiency and insight.<br>Being a responsible business<br>means supporting our communities<br>and environment effectively.<br>We are committed to improving our<br>carbon efficiency with a target to reduce<br>our emissions intensity index by 20%<br>by the end of 2025, alongside our target<br>to achieve net zero carbon emissions<br>by the end of 2040.<br>We aim to make a meaningful contribution<br>to the local economy and support the<br>communities where we operate, through<br>charitable donations and local projects.<br>Create value through<br>innovation and digital<br>applications<br>Manage a<br>responsible<br>business<br>75+ 17.3%<br>pipeline of innovation projects Improvement in emissions intensity – towards our<br>target of 20% by the end of 2025<br>Find out more on pages 38 to 39 and 69 Find out more on pages 63 to 79<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 51
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Financial Review<br>Revenue (at AER)<br>£5,436m +1.1%<br>2023: £5,375m<br>Profit before tax (at AER)<br>£405m −17.9%<br>2023: £493m<br>Adjusted Operating Profit (at CER)<br>£860m −4.2%<br>2023: £898m<br>Revenue (at CER)<br>£5,587m +3.9%<br>2023: £5,375m<br>Net Cash Flows from Operating Activities (at AER)<br>£678m −8.0%<br>2023: £737m<br>Free Cash Flow (at AER)<br>£410m −18.0%<br>2023: £500m<br>Non-IFRS Measures The Group uses a number of non-IFRS measures to present the financial performance of the business. These<br>are not measures as defined under IFRS, but management believe that these measures provide valuable additional information for<br>users of the Financial Statements, in order to better understand the underlying trading performance in the year. See pages 57 to<br>62 for more information.<br>Find out more on page 54<br>Find out more on page 54<br>Find out more on page 54<br>Find out more on page 54<br>Find out more on page 54<br>Find out more on pages 54 and 55<br>52 Rentokil Initial plc<br>Annual Report 2024
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While there is undoubtedly more to do to<br>improve performance in North America,<br>the business fundamentals are strong,<br>the strategy is clear, and the opportunity<br>ahead is compelling.<br>Paul Edgecliffe-Johnson<br>Chief Financial Officer<br>Summary of financial performance (at CER)<br>Regional performance<br>Revenue<br>Adjusted<br>Operating Profit<br>2024<br>£m<br>2023<br>£m<br>Change<br>%<br>2024<br>£m<br>2023<br>£m<br>Change<br>%<br>North America<br>Pest Control 3,236 3,201 1.1% 553 599 (7.5%)<br>Hygiene & Wellbeing 111 105 5.5% 20 18 7.4%<br>3,347 3,306 1.3% 573 617 (7.1%)<br>International<br>Pest Control 1,172 1,085 8.0% 241 231 4.5%<br>Hygiene & Wellbeing 820 753 8.8% 149 139 6.7%<br>France Workwear 237 221 7.1% 42 39 8.6%<br>2,229 2,059 8.2% 432 409 5.7%<br>Europe (incl. LATAM)<br>Pest Control 551 516 6.6% 128 124 3.3%<br>Hygiene & Wellbeing 364 344 5.9% 56 52 6.3%<br>France Workwear 237 221 7.1% 42 39 8.6%<br>1,152 1,081 6.5% 226 215 5.0%<br>UK & Sub-Saharan Africa<br>Pest Control 206 195 5.5% 54 51 5.5%<br>Hygiene & Wellbeing 231 195 18.5% 47 43 8.9%<br>437 390 12.0% 101 94 7.0%<br>Asia & MENAT<br>Pest Control 276 250 10.4% 36 34 5.4%<br>Hygiene & Wellbeing 92 89 3.0% 12 11 3.3%<br>368 339 8.4% 48 45 4.9%<br>Pacific<br>Pest Control 139 124 12.4% 23 22 7.7%<br>Hygiene & Wellbeing 133 125 6.2% 34 33 5.5%<br>272 249 9.3% 57 55 6.4%<br>Central 11 10 7.8% (138) (121) (14.1%)<br>Restructuring costs – – – (7) (7) 0.3%<br>Total at CER 5,587 5,375 3.9% 860 898 (4.2%)<br>Total at AER 5,436 5,375 1.1% 834 898 (7.0%)<br>Category performance<br>Revenue<br>Adjusted<br>Operating Profit<br>2024<br>£m<br>2023<br>£m<br>Change<br>%<br>2024<br>£m<br>2023<br>£m<br>Change<br>%<br>Pest Control 4,408 4,286 2.9% 794 830 (4.2%)<br>Hygiene & Wellbeing 931 858 8.4% 169 157 6.8%<br>France Workwear 237 221 7.1% 42 39 8.6%<br>Central 11 10 7.8% (138) (121) (14.1%)<br>Restructuring costs – – – (7) (7) 0.3%<br>Total at CER 5,587 5,375 3.9% 860 898 (4.2%)<br>Total at AER 5,436 5,375 1.1% 834 898 (7.0%)<br>After spending the last three months immersed in the organisation<br>and business, I can confidently say that Rentokil Initial is built on a<br>foundation of great people and a strong culture – one that is ambitious,<br>driven, and hungry for success.<br>We operate in a market with strong medium-term growth characteristics,<br>and the opportunity ahead of us is significant. As the global leader in<br>this fragmented industry, we are well-positioned to grow both<br>organically and through acquisitions.<br>A key focus now is the integration of Terminix. This is a complex<br>process, and while there is still work to be done, once fully delivered,<br>it will position us as one of the most efficient operators in the industry.<br>We will have a highly competitive cost structure, underpinned by some<br>of the best technology and innovation capabilities in the market. This<br>will further strengthen our position and enhance our ability to serve<br>customers at scale.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 53
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Financial Review<br>continued<br>In order to help understand the underlying trading performance, unless<br>otherwise stated, figures below are presented at constant exchange<br>rates.<br>Revenue<br>Group Revenue increased 3.9% to £5,587m. Group Organic Revenue<br>grew 2.8%. Group Revenue was up 1.1% to £5,436m at AER. Revenue<br>growth in North America was up 1.3% (Organic Revenue +1.5%). North<br>America saw a 90bps quarter-on-quarter improvement in regional<br>Organic Revenue growth in Q4 (1.4% in Q3, 2.3% in Q4). The<br>International business drove Revenue up 8.2% for the full year with a<br>good contribution from all regions. Europe, the Group’s second largest<br>region, was up by 6.5%; UK & Sub-Saharan Africa was up 12.0%; the<br>Pacific was up 9.3%; and Asia & MENAT was up 8.4%.<br>Our Pest Control category grew Revenue by 2.9% (2.5% Organic) to<br>£4,408m, mainly from price increases. Hygiene & Wellbeing Revenue<br>increased by 8.4% (3.1% Organic) to £931m, led in general by resilient<br>demand for washroom services. Strong progression in both volume and<br>price were reflected in the contribution from our France Workwear<br>business, with Revenue up by 7.1% to £237m (7.1% Organic).<br>Revenue (£m at CER) H1 H2 Full Year<br>Group 2,756 2,831 5,587<br>North America 1,662 1,685 3,347<br>International 1,088 1,141 2,229<br>Organic Growth H1 H2 Full Year<br>Group 2.8% 2.8% 2.8%<br>North America 1.3% 1.8% 1.5%<br>International 5.2% 4.3% 4.7%<br>Profit<br>Adjusted Operating Profit reduced by 4.2% during the year to £860m,<br>impacted by the performance in North America. As stated in the<br>Company’s September Trading Update, in North America there was a<br>drop-through impact on profit from below expected organic revenue<br>growth and from significant in-year cost investments to drive revenue,<br>resulting in a 130bps decrease year on year in Group Adjusted<br>Operating Margin to 15.4%. Within business categories, Adjusted<br>Operating Margin for Pest Control was 18.0% (FY 23: 19.3%). Hygiene &<br>Wellbeing Adjusted Operating Margin was 18.1% (FY 23: 18.4%), and<br>France Workwear was 17.7% (FY 23: 17.5%).<br>Adjusted Profit before Tax (at AER) of £703m, which excludes one-off<br>and adjusting items and amortisation costs, decreased by 8.1%.<br>Adjusted interest of £138m at actual exchange rates was £3m lower year<br>on year. One-off and adjusting items (operating) at AER of £86m<br>includes £59m (FY 23: £81m) of integration costs related to the Terminix<br>acquisition (“Costs to Achieve’’) and £9m (FY 23: £13m) of other M&A<br>costs. Statutory Operating Profit at AER was £549m (FY 23: £625m).<br>Statutory profit before tax at AER was £405m (FY 23: £493m).<br>Adjusted Operating Profit (£m at CER) H1 H2 Full Year<br>Group 455 405 860<br>North America 310 263 573<br>International 208 224 432<br>Adjusted Operating Profit Margin H1 H2 Full Year<br>Group 16.5% 14.3% 15.4%<br>North America 18.6% 15.6% 17.1%<br>International 19.1% 19.6% 19.3%<br>Cash (at AER)<br>Net cash flows from operating activities were £678m. Free Cash Flow of<br>£410m was £90m lower than in FY 23 due to reduced profitability. There<br>was a £15m outflow (FY 23: £11m) from one-off and adjusting items<br>(non-cash).<br>The Group had a £105m working capital outflow in FY 24. Capital<br>expenditure of £215m was incurred in the period (FY 23: £211m). Lease<br>payments of £145m were down 4.0% reflecting the start of integration<br>work on branch restructuring.<br>Cash interest payments of £144m were £22m lower than in the prior<br>year, reflecting higher interest rates on investment income and lower<br>swap payments due to a weaker US dollar. Cash tax payments for the<br>period were £87m, a decrease of £13m compared with the<br>corresponding period last year reflecting lower profits in North America,<br>combined with one-off tax refunds. Adjusted Free Cash Flow<br>Conversion was 80.0%, in line with guidance.<br>Cash spend on current and prior year acquisitions was £172m, dividend<br>payments were £229m and the cash impact of one-off and adjusting<br>items was £77m, largely related to Terminix integration costs.<br>Central and regional overheads<br>Central and regional overheads of £138m (£137m at AER) were up £17m<br>at CER (£16m at AER) on the prior year (FY 23: £121m at CER and AER)<br>predominantly as a result of inflationary increases and increased IT<br>investment.<br>Restructuring costs<br>With the exception of integration costs for significant acquisitions, the<br>Company reports restructuring costs within Adjusted Operating Profit.<br>Costs associated with significant acquisitions are reported as one-off<br>and adjusting items and excluded from Adjusted Operating Profit.<br>Restructuring costs of £7m (at CER and AER) were in line with the prior<br>year (FY 23: £7m at CER and AER). They consisted mainly of costs in<br>respect of initiatives focused on our North American transformation<br>programme.<br>Interest (at AER)<br>Adjusted interest of £138m at actual exchange rates includes £98m of<br>annualised interest charges relating to financing of the Terminix<br>transaction, £24m of lease interest charges and a £46m offsetting<br>reduction from the impacts of hyperinflation and net interest received. In<br>the year, hyperinflation of £7m at AER was £4m lower than the prior year<br>(FY 23: £11m) due to devaluation of the Argentinian peso. Cash interest<br>in FY 24 was £144m (FY 23: £166m) reflecting higher interest rates on<br>investment income and lower swaps payments due to a weaker US<br>dollar.<br>In Appendix 1 we have shown a summary P&L interest table<br>demonstrating how the components of our financing drive interest costs<br>and incomes and the expected range for 2025 at average exchange<br>rates. Changes in variable interest rates, exchange rates and CPI rates in<br>hyper-inflationary economies during 2025 will impact the reporting of<br>interest costs for 2025.<br>Tax<br>The income tax charge for the period at actual exchange rates was<br>£98m on the reported profit before tax of £405m, giving an effective tax<br>rate (ETR) of 24.2% (FY 23: 22.7%). The Group’s ETR before amortisation<br>of intangible assets (excluding computer software), one-off and<br>adjusting items and the net interest adjustments for FY 24 was 23.8%<br>(FY 23: 23.8%). This compares with a blended rate of tax for the<br>countries in which the Group operates of 25.3% (FY 23: 25.1%).<br>54 Rentokil Initial plc<br>Annual Report 2024
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Net debt and cash flow<br>£m at actual exchange rates<br>2024<br>£m<br>2023<br>£m<br>Change<br>£m<br>Adjusted Operating Profit 834 898 (64)<br>Depreciation 308 300 8<br>Other 35 30 5<br>Adjusted EBITDA 1,177 1,228 (51)<br>One-off and adjusting items (non-cash) (15) (11) (4)<br>Working capital (105) (47) (58)<br>Movement on provisions (60) (56) (4)<br>Capex – additions (215) (211) (4)<br>Capex – disposals 4 14 (10)<br>Capital of lease payments and initial direct costs incurred (145) (151) 6<br>Interest (144) (166) 22<br>Tax (87) (100) 13<br>Free Cash Flow 410 500 (90)<br>Acquisitions (172) (242) 70<br>Disposal of companies and businesses – 19 (19)<br>Dividends (229) (201) (28)<br>Cash impact of one-off and adjusting items (77) (107) 30<br>Other – (6) 6<br>Debt related cash flows<br>Cash outflow on settlement of debt related foreign exchange forward contracts (9) (3) (6)<br>Net investment in term deposits (1) – (1)<br>Debt repayments (369) – (369)<br>Debt related cash flows (379) (3) (376)<br>Net decrease in cash and cash equivalents (447) (40) (407)<br>Cash and cash equivalents at the beginning of the year 832 879 (47)<br>Exchange losses on cash and cash equivalents (13) (7) (6)<br>Cash and cash equivalents at end of the financial year 372 832 (460)<br>Net decrease in cash and cash equivalents (447) (40) (407)<br>Debt related cash flows 379 3 376<br>IFRS 16 liability movement 4 3 1<br>Debt acquired (9) (1) (8)<br>Bond interest accrual (2) (1) (1)<br>Foreign exchange translation and other items 13 169 (156)<br>(Increase)/decrease in net debt (62) 133 (195)<br>Opening net debt (3,146) (3,279) 133<br>Closing net debt (3,208) (3,146) (62)<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 55
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Financial Review<br>continued<br>Funding<br>As at 31 December 2024, the Group had liquidity headroom of £1,196m,<br>including £799m ($1bn) of undrawn revolving credit facility, with a<br>maturity date of October 2028 and £40m ($50m) term loan facility<br>maturing May 2025. The net debt to EBITDA ratio was 2.9x at 31<br>December 2024 (31 December 2023: 2.8x). The net debt to Adjusted<br>EBITDA ratio was 2.7x at 31 December 2024 (31 December 2023: 2.6x)<br>Dividend<br>The Board is recommending a final dividend in respect of 2024 of 5.93p<br>per share, payable to shareholders on the register at the close of<br>business on 4 April 2025, to be paid on 14 May 2025. This equates to a<br>full-year dividend of 9.09p per share, up 4.7% year on year, in line with<br>the Company’s progressive dividend policy. The last day for DRIP<br>elections is 22 April 2025.<br>Technical guidance update for FY 25<br>As the Group is moving to US Dollar reporting from 1 January 2025,<br>technical guidance is provided in the new reporting currency.<br>P&L<br>• Restructuring costs: $10m; and One offs and Adjusting items excl.<br>Terminix: c.$15m<br>• Terminix integration Costs to Achieve*: c.$55-65m<br>• P&L adjusted interest costs: c.$190m-$200m, incl. $5m-$10m of<br>hyperinflation (at AER)<br>• Estimated Adjusted Effective Tax Rate: 25%-26%<br>• Share of Profits from Associates: c.$8m-$10m<br>• Impact of FX within range of c.-$10m to -$20m**<br>• Intangibles amortisation: $190m-$200m<br>Cash<br>• One-off and adjusting items: c.$70m-$80m<br>• Working Capital: c.$75m-$85m outflow and provision payments of<br>$80m-$90m<br>• Capex excluding right of use (ROU) asset lease payments:<br>$300m-$310m<br>• Cash interest: c.$185m-$195m<br>• Cash tax payments: $140m-$150m<br>• Anticipated spend on M&A in 2025 of c.$250m<br>* Reported as one-off and adjusting items and excluded from Adjusted<br>Operating Profit and Adjusted PBTA;<br>** Based on maintenance of current FX rates.<br>Appendix 1 – Adjusted Interest1<br>Amount<br>’m Rate<br>Fixed/<br>Floating<br>2024<br>AER<br>£m<br>2025<br>AER<br>£m<br>Bonds and swaps<br>EUR 400 0.95% Fixed – –<br>EUR 600 0.88% Fixed – –<br>EUR 600 0.50% Fixed – –<br>EUR 850 3.88% Fixed 15 19<br>EUR 600 4.38% Fixed 24 29<br>GBP 400 5.00% Fixed 20 26<br>Amortised Cost Fixed 2 2<br>Swaps<br>3.53%<br>(avg) Fixed 44 43<br>Total 1,850 105 119<br>Term Loan<br>USD 700 5%-6% Float 32 10<br>Lease Interest Float 25 33<br>Other Interest Float 19 49<br>Total Other 44 82<br>Finance Cost2 181 212<br>Interest received (36) (13)<br>Hyper-Inflation (7) (6)<br>Finance Income3 (43) (19)<br>Adjusted Interest 138 193<br>Adjusting items<br>Amortisation of discount on legacy provisions2 10 13<br>Gain on hedge accounting recognised in finance<br>income/cost3 3 –<br>2024 average FX rate for £/€: 1.1818 and £/$: 1.2773<br>1. For a full reconciliation of statutory interest measures to adjusted interest,<br>please see non-IFRS measures section on page 16-22 below.<br>2. 2024 Finance Costs totalled £197m. See note C8.<br>3. 2024 Finance Income totalled £(46)m See note C9.<br>Paul Edgecliffe-Johnson<br>Chief Financial Officer<br>6 March 2025<br>56 Rentokil Initial plc<br>Annual Report 2024
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Use of Non-IFRS Measures<br>Reconciliation of non-IFRS measures to the nearest IFRS measure<br>The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures as defined under<br>IFRS, but management believes that these measures provide valuable additional information for users of the Financial Statements, in order to better<br>understand the underlying trading performance in the year from activities that will contribute to future performance. The Group’s internal strategic<br>planning process is also based on these measures and they are used for management incentive purposes. They should be viewed as complements<br>to, and not replacements for, the comparable IFRS measures. Other companies may use similarly labelled measures which are calculated differently<br>from the way the Group calculates them, which limits their usefulness as comparative measures. Accordingly, investors should not place undue<br>reliance on these non-IFRS measures.<br>The following sets out an explanation and the reconciliation to the nearest IFRS measure for each non-IFRS measure.<br>Constant exchange rates (CER)<br>Given the international nature of the Group’s operations, foreign exchange movements can have a significant impact on the reported results<br>of the Group when they are translated into sterling (the presentation currency of the Group). In order to help understand the underlying trading<br>performance of the business, revenue and profit measures are often presented at constant exchange rates. CER is calculated by translating<br>current-year reported numbers at the full-year average exchange rates for the prior year. It is used to give management and other users of<br>the accounts clearer comparability of underlying trading performance against the prior period by removing the effects of changes in foreign<br>exchange rates. The major exchange rates used for 2024 are £/$ 1.2773 (2023: 1.2441) and £/€ 1.1818 (2023: 1.1503). Comparisons are with<br>the year ended 31 December 2023 unless otherwise stated.<br>Organic Revenue Growth<br>Acquisitions are a core part of the Group’s growth strategy. The Organic Revenue Growth measures (absolute and percentage) are used to<br>help investors and management understand the underlying performance, positive or negative, of the business, by identifying Organic Revenue<br>Growth excluding the impact of Acquired Revenue. This approach isolates changes in performance of the Group that take place under the<br>Company’s stewardship, whether favourable or unfavourable, and thereby reflects the potential benefits and risks associated with owning<br>and managing a professional services business.<br>Organic Revenue Growth is calculated based on year-over-year revenue growth at CER to eliminate the effects of movements in foreign exchange rates.<br>Acquired Revenue represents a 12-month estimate of the increase in Group revenue from each business acquired. Acquired Revenue is calculated<br>as: (a) the revenue from the acquisition date to the year end in the year of acquisition in line with IFRS 3; and (b) the pre-acquisition revenues from<br>1 January up to the acquisition date in the year of acquisition. The pre-acquisition revenue is based on the previously reported revenues of the<br>acquired entity and is considered to be an estimate.<br>In the year a business is acquired, all of its revenue reported under (a) above is classified as non-organic growth. In the subsequent first full financial<br>year after acquisition, Organic Revenue Growth is calculated for each acquisition as the reported revenue less Acquired Revenue.<br>At a Group level, calculating Organic Revenue Growth therefore involves isolating and excluding from the total year-over-year revenue change:<br>(i) the impacts from foreign exchange rate changes; (ii) the growth in revenues that have resulted from completed acquisitions in the current period;<br>and (iii) the estimate of pre-acquisition revenues from each business acquired. The sum of (ii) and (iii) is equal to the total Acquired Revenues for all<br>acquisitions. The calculated Organic Revenue is expressed as a percentage of prior year revenue. Prior year revenue is not ‘pro-forma’ adjusted<br>in the calculation, as any such estimated adjustments would have an immaterial impact.<br>If an acquisition is considered to be a material transaction, such as the Terminix acquisition in October 2022, the above calculation is amended<br>in order to give a ‘pro-forma’ view of any Organic Revenue Growth for the full financial year in the year of acquisition, as if the acquisition had been<br>part of the Group from the beginning of the prior year. The pro-forma calculation is completed using pre-acquisition revenues to normalise current<br>and prior periods as shown in the table below. These revenue normalisations are considered estimates, and ensure that the potentially larger<br>Organic Revenue Growth is measured over a denominator that includes the material acquisition. The same adjustments are made to our North<br>America and Pest Control segment revenues for 2023 as a result of the material Terminix acquisition.<br>While management believes that the methodology used in the calculation of Organic Revenue is representative of the performance of the Group,<br>the calculations may not be comparable with similarly labelled measures presented by other publicly traded companies in similar or other industries.<br>North<br>America<br>£m<br>Europe<br>(incl.<br>LATAM)<br>£m<br>UK &<br>Sub-Saharan<br>Africa<br>£m<br>Asia &<br>MENAT<br>£m<br>Pacific<br>£m<br>Central<br>and<br>regional<br>£m<br>Total<br>£m<br>2023 Revenue 3,306 1,081 390 339 249 10 5,375<br>2023 Revenue from closed business1 (45) – – – – – (45)<br>Normalised 2023 Revenue – base for Organic Revenue<br>Growth percentage 3,261 1,081 390 339 249 10 5,330<br>Revenue from 2024 acquisitions (at 2023 CER)² 22 10 24 8 4 – 68<br>Revenue from 2023 acquisitions (at 2023 CER)³ 15 5 6 2 11 – 39<br>Organic Revenue Growth 2024 (at 2023 CER)4 49 56 17 19 8 1 150<br>2024 Exchange differences (87) (38) (2) (14) (10) – (151)<br>2024 Revenue (at AER) 3,260 1,114 435 354 262 11 5,436<br>Organic Revenue Growth % 1.5% 5.0% 4.3% 5.4% 3.2% 7.8% 2.8%<br>1. The adjustment removes revenue from 1 April 2023 to 31 December 2023 from the Paragon distribution business closed with effect from 1 April 2024.<br>2. Revenue from completed acquisitions in the current period.<br>3. Revenue from each business acquired by the Group in the previous financial year through to the 12-month anniversary of the Group’s ownership.<br>4. Organic Revenue Growth includes Organic Revenue Growth for all entities in the Group as at 31 December 2023.<br>Rentokil Initial plc<br>Annual Report 2024 57<br>Strategic Report Corporate Governance Financial Statements Other Information
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Use of Non-IFRS Measures<br>continued<br>North<br>America<br>£m<br>Europe<br>(incl.<br>LATAM)<br>£m<br>UK &<br>Sub-Saharan<br>Africa<br>£m<br>Asia &<br>MENAT<br>£m<br>Pacific<br>£m<br>Central<br>and<br>regional<br>£m<br>Total<br>£m<br>2022 Revenue 1,849 941 365 321 227 11 3,714<br>Adjustment for Terminix pre-acquisition 2022 Revenue¹ 1,310 23 – – – – 1,333<br>Normalised 2022 Revenue – base for Organic Revenue<br>Growth percentage 3,159 964 365 321 227 11 5,047<br>Revenue from 2023 acquisitions (at 2022 CER)² 33 7 15 6 14 – 75<br>Revenue from 2022 acquisitions (at 2022 CER)³ 25 27 1 7 4 – 64<br>Organic Revenue Growth 2023 (at 2022 CER)4 97 80 13 23 16 (1) 228<br>2023 Exchange differences (8) 3 (4) (18) (12) – (39)<br>2023 Revenue (at AER) 3,306 1,081 390 339 249 10 5,375<br>Organic Revenue Growth % 3.0% 8.3% 3.4% 7.1% 6.8% (4.4)% 4.5%<br>1. The adjustment brings in 2022 pre-acquisition revenue back to the first day of the prior financial period for the acquired Terminix entities.<br>2. Revenue from completed acquisitions in the current period.<br>3. Revenue from each business acquired by the Group in the previous financial year through to the 12-month anniversary of the Group’s ownership.<br>4. Organic Revenue Growth includes Organic Revenue Growth for all entities in the Group as at 31 December 2022.<br>Adjusted expenses and profit measures<br>Adjusted expenses and profit measures are used to give investors and management a further understanding of the underlying profitability<br>of the business over time by stripping out income and expenses that can distort results due to their size and nature. Adjusted profit measures<br>are calculated by adding the following items back to the equivalent IFRS profit measure:<br>• amortisation and impairment of intangible assets (excluding computer software);<br>• one-off and adjusting items; and<br>• net interest adjustments.<br>Intangible assets (such as customer lists and brands) are recognised on acquisition of businesses which, by their nature, can vary by size and amount<br>each year. Capitalisation of innovation-related development costs will also vary from year to year. As a result, amortisation of intangibles is added<br>back to assist with understanding the underlying trading performance of the business and to allow comparability across regions and categories<br>(see table on page 174).<br>One-off and adjusting items are significant expenses or income that will have a distortive impact on the underlying profitability of the Group. Typical<br>examples are costs related to the acquisition of businesses, gain or loss on disposal or closure of a business, material gains or losses on disposal of<br>fixed assets, adjustments to legacy environmental and legacy termite liabilities, and payments or receipts as a result of legal disputes. An analysis<br>of one-off and adjusting items is set out below.<br>Net interest adjustments are other non-cash, or one-off and adjusting accounting gains and losses, that can cause material fluctuations and distort<br>understanding of the performance of the business, such as amortisation of discount on legacy provisions and gains and losses on hedge accounting.<br>Adjusted expenses are one-off and adjusting items, and Adjusted Interest. Adjusted profit measures used are Adjusted Operating Profit,<br>Adjusted Profit Before and After Tax, and Adjusted EBITDA. Adjusted Earnings Per Share is also reported, derived from Adjusted Profit After Tax.<br>58 Rentokil Initial plc<br>Annual Report 2024
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One-off and adjusting items<br>An analysis of one-off and adjusting items is set out below.<br>One-off and adjusting items<br>cost/(income)<br>£m<br>One-off and adjusting items<br>tax impact<br>£m<br>One-off and adjusting items<br>cash (outflow)/inflow<br>£m<br>2022<br>Acquisition and integration costs 5 (2) (13)<br>Fees relating to Terminix acquisition 68 (4) (38)<br>Terminix integration costs 62 (14) (32)<br>UK pension scheme – return of surplus – – 22<br>Other 1 – 2<br>Total 136 (20) (59)<br>2023<br>Acquisition and integration costs 13 (2) (13)<br>Fees relating to Terminix acquisition 1 – (25)<br>Terminix integration costs 81 (21) (74)<br>Other 3 (1) 5<br>Total 98 (24) (107)<br>2024<br>Acquisition and integration costs 9 (3) (15)<br>Terminix integration costs 59 (15) (60)<br>Other 18 (5) (2)<br>Total 86 (23) (77)<br>Adjusted Interest<br>Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation of discount on legacy<br>provisions and foreign exchange and hedge accounting ineffectiveness).<br>2024<br>AER<br>£m<br>2023<br>AER<br>£m<br>Finance cost 197 189<br>Finance income (46) (48)<br>Add back:<br>Amortisation of discount on legacy provisions (10) (11)<br>Foreign exchange and hedge accounting ineffectiveness (3) 11<br>Adjusted Interest 138 141<br>Adjusted Operating Profit<br>Adjusted Operating Profit is calculated by adding back one-off and adjusting items, and amortisation and impairment of intangible assets<br>to operating profit.<br>2024<br>£m<br>2023<br>£m<br>Operating profit 549 625<br>Add back:<br>One-off and adjusting items 86 98<br>Amortisation and impairment of intangible assets¹ 199 175<br>Adjusted Operating Profit (at AER) 834 898<br>Effect of foreign exchange 26 –<br>Adjusted Operating Profit (at CER) 860 898<br>1. Excluding computer software.<br>Rentokil Initial plc<br>Annual Report 2024 59<br>Strategic Report Corporate Governance Financial Statements Other Information
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Use of Non-IFRS Measures<br>continued<br>Adjusted Profit Before and After Tax<br>Adjusted Profit Before Tax is calculated by adding back net interest adjustments, one-off and adjusting items, and amortisation and impairment of<br>intangible assets to profit before tax. Adjusted Profit After Tax is calculated by adding back net interest adjustments, one-off and adjusting items,<br>amortisation and impairment of intangible assets, and the tax effect on these adjustments to profit after tax.<br>2024<br>IFRS<br>measures<br>£m<br>Net interest<br>adjustments<br>£m<br>One-off<br>and<br>adjusting<br>items<br>£m<br>Amortisation<br>and<br>impairment of<br>intangibles1<br>£m<br>Non-IFRS<br>measures<br>£m<br>Profit before income tax 405 13 86 199 703 Adjusted Profit Before Tax<br>Income tax expense (98) (3) (23) (43) (167) Tax on Adjusted Profit<br>Profit for the period 307 10 63 156 536 Adjusted Profit After Tax<br>2023<br>IFRS<br>measures<br>£m<br>Net interest<br>adjustments<br>£m<br>One-off<br>and<br>adjusting<br>items<br>£m<br>Amortisation<br>and<br>impairment of<br>intangibles1<br>£m<br>Non-IFRS<br>measures<br>£m<br>Profit before income tax 493 – 98 175 766 Adjusted Profit Before Tax<br>Income tax expense (112) (2) (24) (44) (182) Tax on Adjusted Profit<br>Profit for the period 381 (2) 74 131 584 Adjusted Profit After Tax<br>1. Excluding computer software.<br>EBITDA and Adjusted EBITDA<br>EBITDA is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense, depreciation,<br>amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year. Adjusted EBITDA is calculated by adding back<br>one-off and adjusting items to EBITDA.<br>2024<br>£m<br>2023<br>£m<br>Profit for the period 307 381<br>Add back:<br>Finance income (46) (48)<br>Finance cost 197 189<br>Share of profit from associates net of tax (7) (9)<br>Income tax expense 98 112<br>Depreciation 308 300<br>Other non-cash expenses 35 30<br>Amortisation and impairment of intangible assets¹ 199 175<br>EBITDA 1,091 1,130<br>One-off and adjusting items 86 98<br>Adjusted EBITDA 1,177 1,228<br>1. Excluding computer software.<br>60 Rentokil Initial plc<br>Annual Report 2024
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Adjusted Earnings Per Share<br>Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of shares<br>in issue during the year, and is explained in Note A2 to the Consolidated Financial Statements. Adjusted Earnings Per Share is calculated by dividing<br>adjusted profit from continuing operations attributable to equity holders of the Company by the weighted average number of ordinary shares in issue<br>and is shown below.<br>For Adjusted Diluted Earnings Per Share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive<br>ordinary shares. The Group’s potentially dilutive ordinary shares are explained in Note A2 to the Consolidated Financial Statements.<br>2024<br>£m<br>2023<br>£m<br>Profit attributable to equity holders of the Company 307 381<br>Add back:<br>Net interest adjustments 13 –<br>One-off and adjusting items 86 98<br>Amortisation and impairment of intangibles1 199 175<br>Tax on above items2 (69) (70)<br>Adjusted profit attributable to equity holders of the Company 536 584<br>Weighted average number of ordinary shares in issue (million) 2,521 2,516<br>Adjustment for potentially dilutive shares (million) 7 11<br>Weighted average number of ordinary shares for diluted earnings per share (million) 2,528 2,527<br>Basic Adjusted Earnings Per Share 21.25p 23.19p<br>Diluted Adjusted Earnings Per Share 21.19p 23.08p<br>1. Excluding computer software.<br>2. The tax effect on add-backs is as follows: one-off and adjusting items £23m (2023: £24m); amortisation and impairment of intangibles £43m (2023: £44m);<br>and net interest adjustments £3m (2023: £2m).<br>Adjusted cash measures<br>The Group aims to generate sustainable cash flow in order to support its acquisition programme and to fund dividend payments to shareholders.<br>Management considers that this is useful information for investors. Adjusted cash measures in use are Free Cash Flow, Adjusted Free Cash Flow,<br>and Adjusted Free Cash Flow Conversion.<br>Free Cash Flow<br>Free Cash Flow is measured as net cash flows from operating activities, adjusted for cash flows related to the purchase and sale of property, plant,<br>equipment and intangible assets, cash flows related to leased assets, cash flows related to one-off and adjusting items, and dividends received from<br>associates. These items are considered by management to be non-discretionary, as continued investment in these assets is required to support<br>the day-to-day operations of the business. Free Cash Flow is used by management for incentive purposes and is a measure shared with and used<br>by investors.<br>A reconciliation of net cash flows from operating activities in the Consolidated Cash Flow Statement to Free Cash Flow is provided in the table below.<br>2024<br>£m<br>2023<br>£m<br>Net cash flows from operating activities 678 737<br>Purchase of property, plant and equipment (171) (167)<br>Purchase of intangible assets (44) (44)<br>Capital element of lease payments and initial direct costs incurred (145) (151)<br>Proceeds from sale of property, plant, equipment and software 4 14<br>Cash impact of one-off and adjusting items 77 107<br>Dividends received from associates 11 4<br>Free Cash Flow 410 500<br>Rentokil Initial plc<br>Annual Report 2024 61<br>Strategic Report Corporate Governance Financial Statements Other Information
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Use of Non-IFRS Measures<br>continued<br>Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion<br>Adjusted Free Cash Flow Conversion is provided to demonstrate to investors the proportion of Adjusted Profit After Tax that is converted to cash.<br>It is calculated by dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed as a percentage. Adjusted Free Cash Flow is measured<br>as Free Cash Flow adjusted for product development additions and net investment hedge cash interest through other comprehensive income.<br>Product development additions are adjusted due to their variable size and non-underlying nature. Net investment hedge cash interest through<br>other comprehensive income is adjusted because the cash relates to an item that is not recognised in Adjusted Profit After Tax.<br>2024<br>£m<br>2023<br>£m<br>Free Cash Flow 410 500<br>Product development additions 9 10<br>Net investment hedge cash interest through other comprehensive income 10 12<br>Adjusted Free Cash Flow (a) 429 522<br>Adjusted Profit After Tax (b) 536 584<br>Adjusted Free Cash Flow Conversion (a/b) 80.0% 89.4%<br>The nearest IFRS-based equivalent measure to Adjusted Free Cash Flow Conversion would be Cash Conversion, which is shown in the table below<br>to provide a comparison in the calculation. Cash Conversion is calculated as net cash flows from operating activities divided by profit attributable<br>to equity holders of the Company, expressed as a percentage. Management considers that this is useful information for investors as it gives<br>an indication of the quality of profits, and ability of the Group to turn profits into cash flows.<br>2024<br>£m<br>2023<br>£m<br>Net cash flows from operating activities (a) 678 737<br>Profit attributable to equity holders of the Company (b) 307 381<br>Cash Conversion (a/b) 221.0% 193.4%<br>Adjusted Effective Tax Rate (Adjusted ETR)<br>Adjusted Effective Tax Rate is used to show investors and management the rate of tax applied to the Group’s Adjusted Profit Before Tax.<br>The measure is calculated by dividing Adjusted Income Tax Expense by Adjusted Profit Before Tax, expressed as a percentage.<br>2024<br>£m<br>2023<br>£m<br>Income tax expense 98 112<br>Tax adjustments on:<br>Amortisation and impairment of intangible assets1 43 44<br>Net interest adjustments 3 2<br>One-off and adjusting items 23 24<br>Adjusted Income Tax Expense (a) 167 182<br>Adjusted Profit Before Tax (b) 703 766<br>Adjusted Effective Tax Rate (a/b) 23.8% 23.8%<br>1. Excluding computer software.<br>The Group’s effective tax rate (ETR) for 2024 on reported profit before tax was 24.2% (2023: 22.7%). The Group’s Adjusted ETR before amortisation<br>of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2024 was 23.8% (2023: 23.8%).<br>This compares with a blended rate of tax for the countries in which the Group operates of 25.3% (2023: 25.1%). The Group’s low tax rate in 2024<br>is primarily attributable to the recognition of deferred tax on losses of £9m (2023: £3m).<br>The Group’s tax charge and Adjusted ETR will be influenced by the global mix and level of profits, changes in future tax rates and other tax legislation,<br>foreign exchange rates, the utilisation of brought-forward tax losses on which no deferred tax asset has been recognised, the resolution of open<br>issues with various tax authorities, acquisitions and disposals.<br>62 Rentokil Initial plc<br>Annual Report 2024
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Responsible Business<br>2024 highlights<br>0.29<br>Lost Time Accident rate<br>(2023: 0.31)<br>1,018<br>Ultra-Low Emission (electric)<br>Vehicles in our global fleet<br>(2023: 666)<br>86.6%<br>Total colleague retention<br>(2023: 84.2%)<br>10%<br>Ultra-Low Emission Vehicles<br>in the UK and Europe have<br>reached 10% of the fleet<br>– achieving our 2025 target<br>+2.6m<br>Training activities completed<br>in 2024 on U+ Online<br>17.3%<br>Improvement in emissions<br>intensity – towards our target<br>of 20% by the end of 2025<br>Find out more on page 65<br>Find out more on pages 68 to 71<br>Find out more on page 24 Find out more on pages 65 to 67<br>Find out more on page 70 Find out more on pages 78 to 79<br>Protecting People,<br>Enhancing Lives, and<br>Preserving our Planet<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 63
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Responsible Business<br>continued<br>64 Rentokil Initial plc<br>Annual Report 2024
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Responsible Business<br>continued<br>66 Rentokil Initial plc<br>Annual Report 2024
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Responsible Business<br>continued<br>68 Rentokil Initial plc<br>Annual Report 2024
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Responsible Business<br>continued<br>70 Rentokil Initial plc<br>Annual Report 2024
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Responsible Business<br>continued<br>Task Force on Climate-related Financial Disclosures Report<br>Introduction<br>The Task Force on Climate-related Financial<br>Disclosures (TCFD) recommendations set out<br>an important framework for understanding<br>and analysing climate-related risks, and<br>Rentokil Initial is committed to regular,<br>transparent reporting to help communicate<br>and track our progress.<br>The information set out on pages 72 to 79<br>aims to provide key climate-related<br>information and cross-references to<br>where additional disclosures can be found.<br>The information on pages 78 to 79 outlines<br>progress against our environment plan.<br>In accordance with the UK’s Financial<br>Conduct Authority’s Listing Rule 6.6.6 (8)<br>we confirm that the business is consistent<br>with the TCFD recommendations and the<br>11 disclosures, and considered the updated<br>TCFD Annex guidance. We have responded<br>to these in this report on pages 72 to 79.<br>These disclosures are also made in<br>accordance with sections 414CA and 414CB<br>of the Companies Act 2006.<br>In 2024, we have undertaken significant work<br>to prepare for forthcoming sustainability<br>regulations. Our activities to prepare for the<br>Corporate Sustainability Reporting Directive<br>(CSRD) can be found on page 80 and our<br>separate Social and Environment reports can<br>be found on pages 65 and 68 respectively.<br>Our focus is to implement, embed, and track<br>progress at an operational level in each<br>country against our target to achieve net zero<br>by the end of 2040. Details of our 2024<br>activities can be found on pages 68 to 71.<br>During the year, we acquired 36 businesses.<br>This has increased our absolute carbon<br>footprint but does not change our 2040 net<br>zero target. We recognise that, with a large<br>global operational footprint, this is a<br>stretching goal, but we believe it is the right<br>thing to do.<br>1. Climate-related governance<br>We govern climate-related risks and opportunities across both our Board and executive management levels. Our Board is responsible for reviewing<br>the risks, opportunities, and recommendations identified at management level, and responding by setting the strategy to create long-term value and<br>sustainability. Our management is responsible for the day-to-day implementation of strategy and the monitoring of progress against targets and the<br>identification of emerging risks and opportunities. The graphic below lays out the structure of our climate-related governance.<br>The Board<br>The Board has responsibility for oversight of the long-term climate change strategy of the Group, including considering climate-related issues,<br>investments, opportunities, and risks. Safety, health, and environment remains a core component on every Board agenda. In addition, the Board<br>holds separate sessions to challenge and analyse different aspects of our plan and actions being taken, including our progress towards net zero<br>through the transition to low emission vehicles and implementing new, more sustainable services.<br>Chief Executive and the Executive Leadership Team (ELT)<br>Our Chief Executive has overall responsibility for environmental, social and governance (ESG) matters and our operationally focused response<br>to the risks and opportunities of climate change. Responsibility for the delivery of our climate change plans is integrated into roles and<br>responsibilities of senior managers, including: marketing and innovation, supply chain, procurement, and, in particular, our country and regional<br>leadership teams.<br>Environmental Steering Team<br>The Environmental Steering Team is made up of the Executive Leadership Team and Workstream Leaders, which meets at least<br>twice per year. This year the Environmental Steering Team focused on progress against our plan, in particular the progress being made to<br>find ways to reduce the climate change impact of our fumigation services, as well as progress on our work to ensure that we comply with<br>the CSRD by 2026.<br>INFORMING<br>INFORMING<br>INFORMING<br>REPORTING<br>REPORTING<br>REPORTING<br>Working Parties and Management Committees<br>Sustainable Mobility Forum<br>Meets biannually, with colleagues<br>around the world engaged in<br>sharing best practices, providing<br>updates on electric vehicle<br>readiness and product<br>deployment strategies.<br>Sustainable Plastics Forum<br>Meets biannually, with colleagues<br>around the world working to<br>develop and implement plans to<br>reduce the usage of virgin plastic<br>products; shares ideas and<br>knowledge both internally and<br>with suppliers.<br>Sustainable Waste Forum<br>Meets biannually, a Group-wide<br>body working to develop and<br>implement best practices to<br>reduce waste.<br>Group Risk Committee<br>Comprising the Chief Financial<br>Officer and six other functional<br>executives, it reviews the internal<br>control environment and external<br>emerging risks, and considers<br>internal policies and procedures<br>for identifying, assessing, and<br>reporting risks, meeting quarterly.<br>72 Rentokil Initial plc<br>Annual Report 2024
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Task Force on Climate-related Financial Disclosures Report<br>Board oversight<br>The Board is responsible for the oversight<br>of the long-term climate change strategy<br>for the Group, which includes oversight<br>of climate-related risks, opportunities and<br>impacts. In 2024, the Board held sustainability<br>sessions in May and October. These<br>discussions included the Company’s<br>longer-term sustainability approach, progress,<br>and priorities, as well as climate risks and<br>opportunities. Risks and opportunities<br>highlighted included new regulations, the<br>move to more sustainable fumigation, fleet<br>transition, and the development of more<br>sustainable services.<br>This year the Safety, Health and Environmental<br>(SHE) plan was considered at the Board:<br>• in May 2024, the Board received a<br>sustainability update, which provided<br>updates on the Group’s path to net zero<br>and sustainability regulatory reporting; and<br>• in October 2024, the Board received a<br>sustainability update, which provided<br>updates on sustainability regulatory<br>reporting, specifically CSRD, and the<br>Group’s environmental performance.<br>Following the Board’s discussion on ESG<br>reporting, and specifically the selection<br>of a software system to manage the data<br>and reporting most effectively, members<br>of the Board challenged the way ahead<br>and introduced the SHE team to other<br>companies on similar journeys. This resulted<br>in very productive discussions.<br>Engagement continued in 2024 with our<br>key stakeholders, particularly colleagues,<br>customers, suppliers, shareholders, and<br>analysts, about our environmental and<br>social plans, progress, and targets.<br>The Board is supported by the Audit<br>Committee which has responsibility for<br>considering climate change risks:<br>• in February 2024, the Audit Committee<br>approved the disclosures relating to climate<br>change within the 2023 financial statements.<br>This included a review of management’s<br>assessment of climate change’s physical,<br>societal, and legislative impacts on the<br>assets and trading of the Group; and<br>• in December 2024, the Committee received<br>an update on climate-related risks and<br>opportunities, and upcoming climate-related<br>reporting obligations.<br>Role of management<br>Our Chief Executive has overall accountability<br>for the organisation’s ESG agenda and is<br>supported by the Chief Procurement and<br>Sustainability Officer and wider management<br>team. The Group’s Executive Leadership Team<br>(ELT) and Group Leadership Forum (GLF)<br>meetings have Environment as the third item<br>on the agenda (following Safety and People).<br>One of the ongoing environmental topics is<br>vehicle emissions intensity. For our 25 largest<br>operations, this tracks the vehicle fuel<br>efficiency performance for each country<br>against the prior year, per 1,000 litres of fuel<br>used, per million of revenue in local currency.<br>Each of our regions, overseen by a regional<br>executive, has developed sustainability<br>initiatives in line with our overall Group net<br>zero target. They are reviewed quarterly with<br>the Chief Executive (e.g. safety, fumigation<br>etc.) and with deep dive sessions every six<br>months. Our major countries have an agreed<br>pathway to net zero from our operations by<br>2040 and our activities are aligned with our<br>business model, see pages 68 to 71.<br>Our Corporate Compliance curriculum is<br>mandatory training for all managers within<br>60 days of hire, or promotion to work Level 3.<br>This includes Code of Conduct training, which<br>reinforces the Company’s commitments,<br>including environmental matters.<br>We also conduct a variety of Safety, Health<br>and Environment training, which includes<br>our Pink Note Training. This covers training<br>on the safe use and control of the quantity<br>of chemicals – helping us to reduce our use<br>of climate-impacting substances.<br>Executive reward is linked to our<br>environmental, social, and governance<br>priorities through the Performance Share Plan<br>(PSP) awards, which are measured against<br>seven performance conditions, including Sales<br>and Service colleague retention, customer<br>satisfaction, and vehicle fuel intensity (where<br>data is collected through the finance system<br>and reviewed by the SHE team).<br>The table below identifies key individuals and<br>groups at management level and their specific<br>responsibilities in relation to climate-related<br>governance.<br>Individual/Group Responsibility<br>Chief Executive Our Chief Executive is responsible for ensuring effective<br>leadership and day-to-day running of the Company. As part<br>of this, he is responsible for setting and executing strategies,<br>identifying and managing risks to achieving the strategy,<br>and promoting the Company’s responsible business agenda.<br>Chief Procurement and<br>Sustainability Officer<br>Our Chief Procurement and Sustainability Officer leads the<br>Global Procurement, Safety, Technical, Supply Chain, and<br>Logistics functions working closely with the regional and<br>functional teams to drive the environmental and sustainability<br>agenda across the Group.<br>Group Risk Committee Comprising the Chief Financial Officer and six other functional<br>executives, it reviews the internal control environment and<br>emerging risks, and considers internal policies and procedures<br>for identifying, assessing, and reporting risks, meeting<br>quarterly. Details of its discussions are reported to the<br>Audit Committee.<br>Find out more: Risk Management, pages 83 to 89<br>Find out more: Audit Committee Report,<br>pages 114 to 121<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 73
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Responsible Business<br>continued<br>Task Force on Climate-related Financial Disclosures Report<br>Potential climate-related risk Overall risk likelihood and potential severity Potential financial impact<br>Potential physical risks (medium–long term)<br>Loss of physical inventory<br>from floods, wildfires,<br>or other climate disasters.<br>We do not see a material risk in the types of inventories we use being impacted.<br>There is a risk that storage of our physical inventories could be impacted; however,<br>stock holding locations are small and immaterial, meaning that the severity of this<br>risk is low. Stocks typically are held locally, close to technicians and customers.<br>No material financial impact,<br>but on a local level some<br>loss of stock.<br>Loss of building and<br>infrastructure assets from<br>flood, wildfires, or other<br>climate disasters.<br>Our cost base is predominantly colleague-based and not dependent on significant<br>assets (e.g. large manufacturing plants) or complicated supply chains. In addition,<br>most of our buildings are leasehold, so we have the option to relocate over time.<br>No material financial impact,<br>but some disruption likely<br>on a local level.<br>Physical events, such<br>as floods or wildfires,<br>destroying material<br>value assets.<br>Most of the assets used for generating revenue (equipment for rental) are low-value<br>assets meaning that the severity of this risk is low. The geographical spread of<br>these assets means that we do not face the risk of physical events, such as floods<br>or wildfires, destroying material value assets. Physical risks have a low likelihood<br>of resulting in a material risk to asset valuation at a Company level due to distribution<br>of properties across the globe.<br>No material financial<br>impact.<br>Potential transition risks (medium–long term)<br>Possibility of increased or<br>changing legislation related<br>to climate change, in the<br>fields of worker safety,<br>vehicle use, and property<br>maintenance.<br>It is of a medium likelihood that over time legislative (e.g. carbon pricing) or societal<br>changes will impact our customers and the sectors that they operate in. The severity<br>of the impact would be dependent on the legislative change which took place but<br>could likely have a high impact.<br>Financial impact would<br>depend on the severity<br>of the legislative change.<br>Cost and productivity impact<br>of transitioning to an LEV<br>fleet of vehicles.<br>The fleet of vehicles we have today is typically internal combustion engine powered.<br>We have begun to transition to ultra-low emission vehicles (ULEVs) in several<br>countries and good initial progress has been made. See page 70.<br>During the year, in the UK and Europe, we reached 10% of our fleet as ULEVs,<br>ahead of our 2025 target. We aim to reach 100% ULEVs in line with our goal of<br>reaching our net zero target by 2040, subject to ULEV availability and charging<br>infrastructure becoming more widely available. If we were to move fully to ULEVs<br>in the short to medium term, clearly this would have a large impact on cost and<br>productivity. But that is not our strategy.<br>The cost of our fleet<br>transition remains within<br>our existing operational<br>budgets.<br>Failure to decarbonise our<br>operations resulting in<br>reputation and brand<br>damage.<br>Rentokil Initial has a robust net zero transition strategy and plan in place allowing<br>us to make regular progress towards decarbonising our operations. This means<br>that this risk is of a low likelihood. However, should it occur the severity of the risk<br>would be medium to high.<br>Should this risk materialise,<br>this could have a material<br>impact.<br>Potential adaptation risks (medium–long term)<br>Failure to adapt operations<br>to climate change impacts<br>– localised flooding and<br>higher temperatures.<br>Rentokil Initial has robust business continuity plans in place.<br>The vast majority of properties are leasehold allowing us to move in a timely<br>manner should a localised risk increase.<br>Our operational policies and infrastructure, products, and services continue<br>to operate effectively in countries which already have very high temperatures<br>such as MENAT.<br>Should we fail to adapt,<br>potential loss of revenue<br>and increased operating<br>costs locally, not material.<br>2. Climate-related risks<br>For details on our process for managing risk<br>across the business, including risk<br>identification, assessment, and management,<br>see our risk management process on page 83.<br>Definition of risk/opportunity<br>Short-term: 1–4 years<br>Medium-term: 5–7 years<br>Long-term: 8+ years<br>74 Rentokil Initial plc<br>Annual Report 2024
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Task Force on Climate-related Financial Disclosures Report<br>3. Climate-related opportunities<br>Rentokil Initial continues to develop<br>sustainable solutions such as PestConnect for<br>rodent control and Lumnia for flying insect<br>control. Opportunities to differentiate our<br>services as sustainable will become<br>increasingly important to customers of all<br>sizes. For example, in 2024 several Israeli<br>municipalities have partnered with Rentokil<br>Initial to implement cutting-edge mosquito<br>control technology. This allows for reduced<br>insecticide use.<br>As a global leader in Pest Control and Hygiene<br>and Wellbeing services, there are also<br>opportunities which may arise from the<br>changes occurring with a warming planet:<br>• Longer, warmer breeding seasons will be<br>advantageous to insects and rodents, and<br>warmer temperatures in winter will likely also<br>see lower pest mortality rates.<br>• We are already seeing insects move into<br>regions where they have previously not had<br>a presence because of the changing<br>environment.<br>Climate change has been identified as a major<br>threat to global health security by the University<br>of Hawaii. The study concluded that the<br>effects of climate change are making more<br>than half of infectious diseases worse. On top<br>of increasing global urbanisation and mobility,<br>climate change provides more opportunities<br>for emerging diseases and new infections<br>to spread.<br>Following flooding in Europe in 2024, a<br>customer marketing campaign identified<br>opportunities with increasing rodent sightings<br>and need for disinfection services.<br>Increased potential for floods and<br>increasing temperatures<br>Greater floods and increasing temperatures<br>provide ideal conditions for the propagation<br>of insects, with studies predicting disease-carrying mosquitoes will continue to spread<br>if global emissions do not fall.<br>In 2024, we saw flooding across Spain, Brazil,<br>and Dubai.<br>In April 2024, Brazil suffered the worst<br>flooding since the 1940s. 62 colleagues in the<br>region were affected, with one colleague<br>losing his home, car, and possessions. BRL<br>7,000 was raised locally, and BRL 28,000 was<br>contributed by RI Cares. Several large<br>customers were impacted and around 5,000<br>rodent traps were lost. The financial impact<br>in Brazil’s business was around £85,000.<br>In Autumn 2024, Spain faced torrential rain<br>resulting in four colleagues losing their homes.<br>We set up a fund which raised over €10,000<br>from colleagues and €10,000 from RI Cares.<br>In Dubai, flooding was caused by the heaviest<br>rainfall to hit the UAE in 75 years. Flooding<br>caused damage to property and infrastructure<br>and created ideal conditions for pest<br>infestations and mould growth. Alongside<br>implementing our disaster recovery plan,<br>which included accommodation for affected<br>colleagues and proactive customer<br>communication, the crisis opened the<br>opportunity to build trust for our clients and<br>prove our reliability.<br>Last year, the Centers for Disease Control and<br>Prevention reported that malaria spread from<br>mosquitoes to humans inside the US for the<br>first time in 20 years.<br>In North America, VDCI, our vector control<br>company, supports public sector mosquito<br>abatement programmes. VDCI is also a<br>leading provider of emergency response<br>mosquito control services after major flood<br>events or increased mosquito-borne<br>disease activity.<br>Potential climate-related<br>opportunity Overall opportunity likelihood and potential severity Potential financial impact<br>Increasing urban<br>pest populations<br>(medium–long)<br>Various independent research articles link climate change to the increasing spread<br>of pests and longer breeding seasons, across countries and regions.<br>Increased revenue.<br>Lead in sustainable<br>innovation<br>(short–medium)<br>The Company leads in innovation and digital in pest control, which also increases<br>efficiency and reduces cost. We focus our pipeline of innovations and digital projects<br>to add sustainability benefits.<br>Increased revenue and<br>lower operating costs.<br>Attract and retain<br>customers<br>(medium)<br>Through the successful decarbonising of our operations and services, we will increase<br>our market differentiation and better support customers’ needs to make their supply<br>chain and their own workplaces more sustainable.<br>Our resilient multi-local operations and proven business continuity processes deliver<br>increasing confidence to customers that services will be maintained, particularly<br>high-dependency food and pharmaceutical customers.<br>Increased revenue.<br>Sustainable fumigation<br>(short–medium)<br>Working with global partners to substitute relevant fumigation services with more<br>sustainable alternatives.<br>Increased revenue and<br>lower operating costs.<br>Last year, a review on public health impact<br>found that West Nile continues to be the<br>deadliest mosquito-borne disease in the<br>continental US. First reported in 1999, the virus<br>is now considered endemic by public health<br>authorities in most areas.<br>The World Health Organization has reported<br>that warmer and wetter weather conditions<br>are contributing to the spread of dengue fever,<br>with cases around the world having doubled<br>between 2023 and 2024. Between January<br>and September 2024, there were over<br>12 million cases and nearly 9,000 deaths.<br>The majority of these cases were reported<br>in WHO’s region of the Americas but cases<br>are beginning to spread to the Eastern<br>Mediterranean and European regions with the<br>virus now being classed as endemic in more<br>than 125 countries. The virus is spread by the<br>tiger mosquito, which was originally native<br>to the tropical and subtropical climates of<br>Southeast Asia. However, as the global climate<br>has changed, these mosquitoes are able to<br>spread worldwide. With this expansion of<br>mosquito habitat, it is thought that more<br>than 4 billion people are currently at risk<br>of mosquito-borne infections, including<br>dengue fever, Zika, and chikungunya.<br>We are at the forefront of mitigating the<br>effect of pests across the globe, supporting<br>our customers and local communities to<br>minimise the impacts on their businesses<br>and public health.<br>This year, our new North American Innovation<br>Centre opened in Dallas, focused on residential<br>pest control, termites, vector control,<br>and sustainable fumigation. The centre<br>brings together a range of expertise from<br>entomologists, vector scientists, fumigation<br>chemists, and residential product owners.<br>Find out more: Risk Management, page 83<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 75
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Strong business continuity<br>processes<br>Branch<br>Vast majority leasehold Limited value of stock<br>Interoperable systems with<br>other branches<br>Responsible Business<br>continued<br>Task Force on Climate-related Financial Disclosures Report<br>4. Climate-related strategy<br>In 2020, we developed a business-wide<br>operational strategy for climate-related<br>environmental sustainability and 2024 has<br>seen us continue the execution of our<br>ambitious plans as we transition to a more<br>sustainable way of working. This is fully<br>aligned with our business strategy and<br>operating model (see pages 22 and 23), has<br>clear deliverables, and is one of the ways<br>in which we deliver with impact our social<br>purpose of Protecting People, Enhancing<br>Lives, and Preserving our Planet. Our<br>environmental strategy is aligned with the<br>climate-related risks and opportunities that<br>we have identified and discussed below.<br>Details on our progress against it can be<br>found on pages 68 to 71.<br>Climate-related scenarios<br>Our strategy is underpinned by an analysis<br>of 3 emissions scenarios to 2100.<br>A specialist consultancy conducted an<br>assessment of each scenario, adopting a<br>data-driven approach to identify and analyse<br>physical climate risks facing our operations<br>and how those risks may manifest differently<br>in each scenario.<br>The physical risk survey was conducted across<br>16 climate risk areas, both acute and chronic.<br>Acute risks are typically high magnitude/<br>severity events that occur over a short period<br>of time while chronic hazards are those that<br>typically occur over a prolonged period.<br>The scenario analysis identified risks and how<br>those risks may manifest differently under<br>emissions scenarios: RCP2.6 (aggressive<br>mitigation, assumes that global annual<br>greenhouse gas (GHG) emissions peak<br>between 2010 and 2020), RCP4.5 (strong<br>mitigation, assumes that emissions peak<br>around 2040), and RCP8.5 (business-as-usual,<br>emissions continue to rise). These<br>Representative Concentration Pathways<br>represent 3 potential trajectories of global<br>emissions set by the Intergovernmental Panel<br>on Climate Change.<br>The results reinforced that, while physical<br>impacts do occur, the overall risk to the wider<br>business was localised, with most properties<br>and customer bases not being at direct risk.<br>It found that the majority of risk, such as the<br>increased threat of heat stress, would fall on<br>colleagues, and will require the Company<br>to provide mitigations in the field.<br>The conclusions have supported the<br>Company’s preparation of similar measures<br>that could be introduced elsewhere across<br>the globe as required. Our analysis and<br>conclusions remain current for this reporting<br>period and materiality is unchanged.<br>An internal climate change report was also<br>developed, analysing the potential financial<br>risks to the wider Company. This report found<br>minimal to moderate risk to the Company as<br>an ongoing venture, with any potential effects<br>having little disruption to our global<br>operations.<br>In addition, we have undertaken double<br>materiality assessments of our main business<br>categories and continue to assess material<br>topics in preparation for the additional<br>sustainability reporting requirements that are<br>due in the coming years.<br>Operational resilience<br>The Company has a very disaggregated<br>customer base, both geographically and<br>across many sectors, with low average<br>contract values. We are not exposed to<br>significant climate change risks in our<br>customer base over the short to medium term.<br>As we continue to experience and observe the<br>emerging effects of climate change, we are<br>taking the appropriate steps to respond. This<br>includes a variety of mitigations across our<br>business to minimise the impacts upon our<br>colleagues, customers, and the communities<br>and environments in which we operate.<br>We continue to demonstrate resilience with<br>mitigation measures already in place in those<br>areas we operate in that are already at risk of<br>extreme weather events. For example, our<br>colleagues in the Middle East are scheduled<br>not to work between noon and 2.00pm during<br>summer months when temperatures reach<br>over 45°C, and in Australia, we have issued<br>workwear uniforms made of lighter weight<br>fabrics with specialist cooling technology.<br>In Europe, where record summer temperatures<br>have been recorded, the Company’s<br>operations continued with the safety team<br>implementing best practices such as ensuring<br>water breaks and not working outside during<br>peak heat times. In 2024, extensive flooding in<br>Brazil, Austria, and Spain occurred. The<br>Company’s RI Cares fund was used to support<br>colleagues who had lost possessions.<br>In Spain, some customers were impacted and<br>we undertook a campaign to identify their<br>needs including disinfection services and<br>increased need for rodent protection.<br>Localised red alerts meant that some<br>colleagues were not able to work in line with<br>the Company’s safety expectations. Our<br>operations remained highly resilient.<br>Some of the jurisdictions we operate in also<br>require specific heat stress management plans<br>that consider working hours, availability of<br>water, cooling breaks, etc. Some operations<br>in North America offer cooling vests for<br>colleagues working in higher temperatures.<br>New product development<br>We take climate-related resilience into account<br>as part of our new product development.<br>This includes considering temperature and<br>humidity. We test in the majority of regions<br>to ensure that we cover as many extremes<br>as possible. We also have cold and hot<br>temperature cabinets at the UK Technology<br>Centre where we do our validation testing<br>in the lab, to rigorously stress test products<br>before we sign them off. For example, the<br>product Eradico is highly durable and able<br>to withstand temperature extremes of -25°C<br>up to 60°C.<br>Transition monitoring<br>Rentokil Initial continues to monitor any such<br>local legal changes to ensure that we continue<br>to remain fully compliant with all local,<br>regional, and national regulations. City-based<br>vehicle charging is also monitored, and we<br>analyse the availability of low-emission vehicle<br>charging infrastructure and the suitability of<br>lower emission vehicles to meet the needs of<br>our local operations. Our local teams continue<br>to monitor their local markets and maintain<br>engagement with customers.<br>Find out more:<br>Progress on Environmental Strategy 2024,<br>page 78<br>Risk Management, page 83<br>Viability Statement, page 90<br>76 Rentokil Initial plc<br>Annual Report 2024
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Task Force on Climate-related Financial Disclosures Report<br>5. Climate-related risk<br>management<br>Our climate-related risk management<br>approach is embedded as part of our overall<br>organisational risk management process. For<br>more details on this approach, see page 84.<br>Climate risks are included in our principal risks<br>under ‘Safety, health, environment (SHE) and<br>sustainability’ (see page 88). Our principal<br>SHE operational risk has an overall medium<br>risk and is stable.<br>Our operational and functional teams are<br>responsible for identifying and analysing<br>climate-related risks. For example, our supply<br>chain and procurement teams identify risks<br>related to supply resilience and materials<br>access, while our country and product<br>regulatory teams identify risks related to new<br>laws and regulations.<br>We are regularly reviewing our climate-related<br>risks to ensure that we have identified and<br>assessed the relevant risks and opportunities.<br>In 2024, we undertook an in-depth process<br>of identifying and assessing climate risk and<br>opportunities as part of our double materiality<br>process in preparation for reporting against<br>CSRD. This involved mapping impacts and<br>opportunities, impact drivers, underlying<br>capital dependencies, and time horizons.<br>A key component of this process was the<br>mapping and validation workshops, which<br>included the validation of impacts, risks,<br>and opportunities that had already been<br>identified and worked on, further identifying<br>any additional or new risks that are potentially<br>material for the business.<br>The workshops were conducted with relevant<br>internal stakeholders at Rentokil Initial,<br>representing different business lines and<br>relevant functions. We assessed the risk by<br>evaluating the severity and likelihood with<br>subject matter experts. We also assessed the<br>financial materiality using the assessment<br>scales for size of financial effect, and<br>likelihood, to assess materiality of risks and<br>opportunities arising from the various<br>sustainability topics including climate.<br>This assessment is ongoing and is allowing the<br>Company to gain a fresh and more detailed<br>perspective on our climate-related risks and<br>opportunities by business category, and will<br>be used to inform our future sustainability<br>reporting, such as CSRD.<br>Our climate risks and opportunities as can<br>be seen in the tables on pages 74 and 75.<br>Risks and opportunities are discussed at the<br>relevant Boards – Category Boards, and the<br>Executive Leadership Team and the Board.<br>Annually, we update the Audit Committee<br>on any changes in the assessment of climate<br>change, physical, societal, or legislative<br>impacts on the assets and trading of the<br>Company.<br>The chart below shows our overall system<br>for identifying, analysing, and managing<br>climate-related risks within our overall risk<br>management structure.<br>• Oversight via Audit Committee and<br>Board meetings<br>• Assessment of risk and approval of risk<br>process<br>• Assessment of principal risks – SHE<br>and business continuity<br>• Review for Group environment strategy<br>and performance annually<br>• Define/review Company policies<br>and procedures<br>• Monitoring via regional monthly<br>performance reviews<br>• Group mitigating actions/work of 8<br>environment specialist workstreams<br>• Consolidation and assessment of<br>country risks<br>• Regional mitigation actions<br>• Monthly performance review process<br>• Review and assessment of<br>climate-related risks<br>• Country-level mitigating actions<br>and monitoring<br>• Local mitigating actions and business<br>continuity plans in place as part of<br>day-to-day operations<br>• Local climate-related risk identification<br>as part of day-to-day operations<br>Chief Executive<br>Executive management<br>Environment Steering Committee<br>Regional management<br>Safety, Health and Environment (SHE)<br>management<br>Country management<br>Operational unit management<br>Board<br>Audit Committee<br>Group Risk Committee<br>Climate-related risks have not been deemed<br>a material risk at Group level. However,<br>as we operate in 89 countries, for some of our<br>countries climate change is deemed a risk.<br>Therefore, climate-related risks are managed<br>at a local level by regional and country<br>operations, Category Boards for Pest Control<br>and Hygiene & Wellbeing, and regulatory<br>teams overseen by our global centre of<br>excellence.<br>Find out more: Risk Management,<br>pages 83 to 89<br>Find out more: Risk Management,<br>page 83<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 77
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Responsible Business<br>continued<br>78 Rentokil Initial plc<br>Annual Report 2024
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Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 79
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Governance sustainability statement<br>Rentokil Initial has a global policy framework<br>which underpins how we operate. The<br>framework includes items such as Safety,<br>Environment, Human Rights, and Diversity,<br>together with the training and reporting<br>processes to provide assurance of the<br>integrity of our operations.<br>We continue to focus on ensuring that the<br>framework and tools are in place and<br>operating robustly, to deliver the target level<br>of professional services while operating<br>with the utmost professional integrity.<br>The Company has a single set of policies and<br>Code of Conduct.<br>In the Human Rights section of the Code,<br>we state that we will under no circumstances<br>make use of forced or coerced labour,<br>servitude or slavery and will only employ<br>individuals who are working of their own free<br>will. It further states that no colleague will be<br>deprived of identity papers or be required to<br>provide financial inducements to the Company<br>to facilitate their employment.<br>Suppliers<br>In 2024, we updated our Supplier Code of<br>Conduct (third edition), available in 19<br>languages, and continued to expand the remit<br>of the Environment and Social sections on<br>quality of products or services, zero tolerance<br>of tax evasion, and protecting personal data.<br>When making major sourcing decisions,<br>sustainability elements must be considered;<br>for instance, calculating air, sea, or road freight<br>transport impact to destination.<br>All of our major suppliers are required to have<br>clauses in their contracts requiring compliance<br>with the Supplier Code and specifically on<br>bribery, corruption, and modern slavery.<br>We have aimed to make our Supplier Code<br>accessible by making it available in multiple<br>languages on our website. We encourage our<br>supplier employees or other stakeholders to<br>report concerns over malpractice, illegal acts,<br>or failures to follow recognised standards of<br>ethical behaviour that they observe at any<br>point within our global supply chain through<br>our Supplier Speak Up programme.<br>Supplier audits are undertaken as set out<br>in our Modern Slavery Statement, which is<br>available on our website. The environmental<br>and social impact of sourcing options is<br>included in the criteria for evaluating<br>alternatives for the global supply of products.<br>At Rentokil Initial we are committed to<br>continuous improvement of our ESG<br>standards, and expect our suppliers to do the<br>same. All suppliers of goods and services to<br>Rentokil Initial companies have a role to play<br>in protecting the environment, improving the<br>societies in which we operate, and maintaining<br>the highest ethical standards. We review all<br>major suppliers of goods and services in terms<br>of their ESG performance and accreditations<br>and set a minimum standard that must be<br>achieved to continue to do business together.<br>Gold, silver, and bronze standards have been<br>developed to evaluate the ESG performance<br>of our suppliers, recognising existing<br>accreditations to avoid repetition without<br>discriminating against smaller or less<br>developed companies:<br>• Gold standard – achieved if the supplier<br>has an independently audited process or<br>standard in relevant areas.<br>• Silver standard – achieved if the supplier has<br>an internationally-recognised accreditation,<br>but does not include an independent audit.<br>• Bronze standard – achieved where a<br>supplier does not have any recognised<br>accreditations. We will assess them using<br>detailed questionnaires and a site audit<br>where appropriate. If they meet the minimum<br>acceptable standard, the supplier will be<br>awarded Bronze status.<br>Achieving the highest ESG standard of<br>business conduct within our own organisation<br>and our wider supplier network is integral to<br>our long-term success, creating a world-class<br>business for the benefit of all our customers,<br>suppliers, and shareholders.<br>During the year, we continued our work on<br>raising awareness of sustainability across our<br>extended supply chain at our Asian Supplier<br>Sustainability Conference that was attended<br>by nearly 100 suppliers. This virtual conference<br>provided education sessions on several<br>topics, such as calculating product carbon<br>footprints, reducing the impact of logistics<br>operations on emissions, driving sustainability<br>through consumables sourcing, reducing<br>virgin plastics usage in hardware, and supplier<br>selections through social compliance.<br>Corporate Sustainability Reporting Directive<br>In 2024. we have continued our work in<br>preparation for the European Union’s<br>Corporate Sustainability Reporting Directive<br>(CSRD). During the year, we have further<br>considered the published guidance, taken<br>advice from corporate advisors, and appointed<br>a specialist consultancy.<br>We have undertaken an indicative assessment<br>of applicability of CSRD to the Group and,<br>based on that assessment, are preparing the<br>relevant reporting for the January–December<br>2025 financial year (to be reported in 2026).<br>At this stage, we anticipate that our first CSRD<br>report will include disclosures for the following<br>legal entities:<br>• Rentokil Initial Holdings (France) SA;<br>• Rentokil Initial Italia SpA;<br>• Rentokil Initial BV;<br>• Rentokil Initial Espana SA;<br>• Rentokil Holdings GmbH;<br>• Rentokil Initial Norge AS; and<br>• SVM Finance Luxembourg 1 S.a.r.l.<br>These include the following 12 countries<br>(seven EU and five non-EU countries): France,<br>Saudi Arabia, Netherlands, Lebanon, Spain,<br>Trinidad and Tobago, Costa Rica, New<br>Zealand, Italy, Germany, Norway and Sweden.<br>Reporting will be combined under a single<br>synthetic report.<br>Rentokil Initial recognises that double<br>materiality is key to underpinning our<br>responsible business approach. This refers to<br>sustainability-related impacts, risks, and<br>opportunities for a company. It is defined by<br>the CSRD as comprising impact materiality<br>and financial materiality:<br>• impact materiality refers to a business’s<br>impacts on the environment and people; and<br>• financial materiality refers to the risks and<br>opportunities that a company faces in<br>relation to the environment and people.<br>A sustainability matter is considered ‘material’<br>for a company if it surpasses materiality<br>thresholds for impact materiality, financial<br>materiality, or both.<br>In 2024, we worked with a specialist<br>consultancy to complete the in-depth process<br>of understanding, with double materiality<br>assessments conducted for Pest Control,<br>Hygiene, Ambius, and French Workwear.<br>Extensive work is under way in each of the<br>12 countries, outlined above, to gap assess<br>CSRD data requirements. We will begin to<br>measure material aspects by country in 2025<br>and will report in accordance with the<br>corresponding material topics in 2026.<br>In addition, the Group has established<br>workstreams aligned with CSRD requirements<br>to enable data capture and to support<br>reporting.<br>Responsible Business<br>continued<br>19<br>We updated our Supplier Code of<br>Conduct, now available in 19<br>languages<br>80 Rentokil Initial plc<br>Annual Report 2024
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Section 172(1) Statement<br>Section 172(1) of the Companies Act aims<br>to ensure that the board of directors of a<br>company has a comprehensive understanding<br>of its key relationships with a broad range of<br>interested groups, such as employees,<br>suppliers, and customers, and that there is<br>proper perspective of the impact on both<br>internal and external stakeholder interests<br>in order to secure the company’s long-term<br>success.<br>This section sets out how our Board of<br>Directors (the Board), both individually and<br>collectively, have paid due regard to these<br>factors during 2024 when undertaking the<br>duties set out under section 172(1), and where<br>key disclosures in respect of each of the<br>section 172(1) matters can be found.<br>The sections of the Corporate Governance<br>Report on pages 91 to 113 expand upon the<br>Board’s activities and principal decisions in<br>2024 and evidence how the Board considered<br>the impact of its decisions on the factors set<br>out in section 172(1) also form part of this<br>statement. These pages are incorporated by<br>reference into the Strategic Report.<br>Our stakeholders<br>We identify our key stakeholders as<br>colleagues, customers, shareholders,<br>communities, and suppliers. We classify<br>the environment as strongly related to<br>communities and so often consider them<br>together. We also recognise the broadening<br>impact the environment has on all our<br>identified stakeholders and its increasing<br>importance to areas of our business<br>operations.<br>In discharging its section 172(1) duties,<br>the Board has had regard to these key<br>stakeholders and the associated impacts,<br>although some factors may have been<br>more relevant than others, depending on<br>the nature of the matter under consideration.<br>Where appropriate, the Board also gave<br>consideration to other factors or interested<br>parties relevant to the decision being made,<br>such as regulators, industry bodies, or other<br>business relationships.<br>You can read more about how the Board and<br>the Company engage with and respond to the<br>interests and needs of our key stakeholders in<br>the Corporate Governance Report on pages<br>110 to 113.<br>Our strategic priorities<br>Board decisions and actions are aimed at<br>creating long-term value for our shareholders<br>through our sustained economic success<br>while furthering the Company’s mission of<br>Protecting People, Enhancing Lives, and<br>Preserving our Planet. The Board agenda is<br>designed to ensure that key strategic priorities<br>are captured and considered throughout the<br>year, with an in-depth review of the<br>longer-term direction of the business<br>undertaken as part of its annual strategy day<br>sessions. The Board and Committee paper<br>templates encourage paper authors to<br>consider and highlight the impact on the<br>Group’s stakeholders of the matters covered,<br>and management ensures that sufficient<br>information is provided to enable the Board<br>to make informed decisions on any impact<br>to stakeholders. Details of how our Board<br>operates and the way it reaches decisions,<br>including the matters discussed and debated<br>during the year, can be found in the Corporate<br>Governance Report.<br>When considering the needs of relevant<br>stakeholder groups, conflicting requirements<br>inevitably arise and in those circumstances<br>we aim to make judgements that balance<br>and serve the long-term interests of the<br>stakeholders. We acknowledge that not every<br>decision the Board makes will necessarily result<br>in a positive outcome for all stakeholders.<br>However, by considering key stakeholder<br>groups and aligning our activities with our<br>strategic plan, as well as the Company’s culture<br>and values, we aim to act fairly, transparently,<br>responsibly, and in the best interests of the<br>Company over the long term.<br>In making their decisions and choices, and in<br>setting policies and strategy, our Directors<br>also consider any associated risks when<br>discharging their duties. Maintaining effective<br>systems of risk management and internal<br>control, reviewing and mitigating our principal<br>risks, and identifying emerging risks, all help<br>underpin the Group’s overall strategy and<br>allow the Board to have regard to factors that<br>could affect stakeholder relationships and<br>their impact on our long-term success.<br>Our responsible business<br>Our reputation is of utmost importance to our<br>business’s success, as we rely on customers’<br>satisfaction and the continued investment of<br>shareholders. The Group’s culture model<br>includes our mission and values, along with our<br>five core culture themes: customer focused,<br>driven to succeed, diverse, down to earth, and<br>innovative. The Board monitors our culture,<br>recognising the important and evolving role<br>it plays in driving behaviours that bring the<br>business sustainable long-term success. Our<br>comprehensive set of policies and procedures<br>ensure high standards of professional business<br>conduct, including embedding adherence to<br>our Code of Conduct. We strive to act fairly and<br>transparently between stakeholders of the<br>Company at all times.<br>Section 172(1) Relevant disclosure<br>The likely consequences of any<br>decision in the long term<br>• Our Strategic Priorities: pages 12 to 19<br>• Our Business Model: pages 22 and 23<br>• Market Trends and Opportunities: pages 28 to 31<br>• Dividend policy: page 56<br>• Responsible Business: pages 63 to 80<br>• Viability Statement: page 90<br>• Board activities: pages 104 to 106<br>The interests of the Company’s<br>employees<br>• Our Strategic Enablers: pages 50 and 51<br>• Responsible Business: pages 63 to 80<br>• Non-Financial and Sustainability Information Statement:<br>page 82<br>• Board activities: pages 104 to 106<br>• Our Stakeholders: pages 110 to 113<br>• Remuneration Committee Report: pages 127 to 153<br>The need to foster business<br>relationships with suppliers,<br>customers, and others<br>• Our Strategic Enablers: pages 50 and 51<br>• Responsible Business: pages 63 to 80<br>• Non-Financial and Sustainability Information Statement:<br>page 82<br>• Our Stakeholders: pages 110 to 113<br>The impact of the Company’s<br>operations on the community<br>and the environment<br>• Responsible Business: page 67<br>• Non-Financial and Sustainability Information Statement:<br>page 82<br>• Our Stakeholders: page 81<br>The desirability of the Company<br>maintaining a reputation for high<br>standards of business conduct<br>• Corporate Governance Report: pages 92 to 153<br>• Non-Financial and Sustainability Information Statement:<br>page 82<br>The need to act fairly as between<br>members of the Company<br>• Our Strategic Priorities: pages 12 to 19<br>• Board activities: pages 104 to 106<br>• Our Stakeholders: pages 110 to 113<br>We report here on how our Directors have performed their duty under<br>section 172(1) of the Companies Act 2006 (the Companies Act).<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 81
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82 Rentokil Initial plc<br>Annual Report 2024
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Risks and Uncertainties<br>How the business manages uncertainty and risks<br>The embedded management of key risks supports our strategic objectives<br>through identification and mitigation, helping drive good decisions and practice.<br>Risk management approach<br>The Group’s overall risk management<br>approach, described here and on page 120,<br>is designed to provide reasonable, but not<br>absolute, assurance across the Group that<br>risks are being effectively identified and<br>robustly managed. This includes ensuring<br>appropriate mechanisms are in place to<br>ensure that issues and concerns relating to<br>risk can be escalated up through the<br>organisation successfully and confidentially.<br>The Board has oversight of the Group’s<br>operations to ensure that internal controls are<br>in place and operating effectively. This is<br>achieved by reviewing the effectiveness of the<br>risk management process and managing the<br>evolving risk environment as it approves the<br>Group’s overall strategy. Key components of<br>the Board risk management process include:<br>• annual presentation and approval of the risk<br>process by the Audit Committee;<br>• review of Group Risk Committee minutes<br>by the Audit Committee; and<br>• annual presentation and approval of the<br>Group strategy.<br>Management is responsible for the effective<br>operation of internal controls and risk<br>management, including the execution of the<br>agreed risk mitigation plans. Key components<br>of the risk management process by<br>management include:<br>• identification, assessment, and management<br>of risk integrated into day-to-day operations<br>by local and regional operational<br>management;<br>• maintenance of a central risk register<br>periodically reviewed with movements and<br>impacts tracked;<br>• emerging risks and potential mitigations<br>reviewed at quarterly Group Risk Committee<br>meetings, attended by senior<br>cross-functional colleagues; and<br>• deep dives on specific or emerging risks<br>at senior management meetings.<br>The risk management process was<br>strengthened during 2024 with a quarterly IT<br>Risk Committee dovetailing with the Group<br>Risk Committee, reviewing and refreshing the<br>fraud risk assessment, and the inclusion of<br>additional deep dive sessions on specific or<br>emerging risk topics at senior management<br>meetings.<br>The Board is satisfied that, through the<br>processes set out above, it is able to<br>effectively identify and manage risks. The<br>Board is further satisfied that the responsible<br>managers have the necessary skills and<br>expertise to ensure that the relevant risk<br>management processes and control systems<br>are in place and fully operative.<br>The Board relies on the assurances provided<br>by management and Internal Audit through<br>periodic reports presented to the Board and<br>Audit Committee.<br>Using the process set out above, the Board<br>confirms that it has undertaken a robust<br>assessment of the principal risks which may<br>impact or otherwise threaten the delivery of<br>the strategy and the long-term viability of the<br>Group. In addition, the Board has assessed the<br>identification and assessment of emerging<br>risks, and is satisfied that appropriate<br>mitigation plans are in place for both emerging<br>and principal risks. The Group’s business<br>model remained broadly the same in 2024 as<br>in previous years. It incorporates a number of<br>elements that moderate the risk profile of the<br>Company:<br>• Low capital intensity and high portfolio<br>retention rates: Our categories exhibit<br>strong defensive qualities, as density and<br>efficiency gains are reflected in margin<br>growth.<br>• Local market operations: The limited<br>dependency on cross-border flows of people<br>or products reduces the impact of<br>geopolitical risks, and foreign exchange risk<br>is muted since revenue is earned and costs<br>are incurred in local currency. There is<br>natural resilience to fluctuations in market<br>dynamics in individual markets, and<br>geopolitical and trade risks due to our local<br>market operations.<br>• Clear and simple geographic model: Our<br>decentralised model has single-country<br>management teams leading integrated<br>operations, with combined back-office<br>functions underpinned by shared systems.<br>Changes in risk profile<br>of the Company in 2024<br>We continue to monitor existing and emerging<br>risks regularly at both the Audit Committee<br>(see pages 120 and 121) and the Group Risk<br>Committee (see page 102), and to take<br>mitigating action as appropriate.<br>Areas where the risk profile of the business<br>has improved in 2024 include:<br>• continued roll-out of our target financial<br>and operational systems across the globe,<br>including the next phase of the dedicated<br>Treasury project, automating significant<br>amounts of calculations and reporting to<br>enable Sarbanes-Oxley (SOX) compliance;<br>• standardisation and continued investment<br>into technical infrastructure to mitigate the<br>risk of a successful cyber attack;<br>• continued strong cash flow giving financial<br>headroom to continue to strategically acquire<br>businesses;<br>• completed a wider Fraud Risk Assessment<br>to increase visibility and prepare the<br>business for upcoming legislation;<br>• deep dive management awareness sessions<br>on management of risks, including SOX and<br>IT general controls remediation plans,<br>customer retention, cyber security, litigation<br>and termite claims, CSRD ESG reporting,<br>colleague retention, and organic growth; and<br>• focus on the remediation plan for the material<br>weakness under IT general controls in year<br>one of SOX.<br>Areas where our risk profile has increased<br>or remains high in 2024 include:<br>• continued fluctuating inflationary pressures<br>remain high, with limited exposure to<br>hyperinflation markets, and challenging<br>international geopolitical activity, including<br>impacting energy costs;<br>• trading performance in North America, with a<br>robust set of actions in place for colleagues,<br>responsibilities, and process, improvements;<br>• increased legal compliance, including the<br>changes to the UK Corporate Governance<br>Code and reporting under CSRD and ESG<br>requirements; and<br>• increased volume of cyber attacks.<br>Focus areas for risk mitigation<br>in 2025<br>We continue to look for ways to improve both<br>our risk process and mitigating actions to<br>address the identified risks. In 2025, we plan<br>to focus on the following areas:<br>• develop the risk framework and<br>methodology in preparation for the provision<br>29 changes to the UK Corporate Governance<br>Code;<br>• continue to prepare for our reporting<br>requirements under CSRD and ESG risks;<br>and<br>• continue to develop the Fraud Risk<br>Assessment process, using this as a regular<br>tool to identify, combat, and learn from risks<br>to the Group, as part of our reasonable<br>procedures under the Economic Crime and<br>Corporate Transparency Act 2023.<br>Identified risks<br>The principal risks most relevant to the Group<br>are described in the table on pages 85 to 89,<br>together with mitigating actions.<br>Information on climate-related risks is<br>provided on page 74.<br>Full details of our financial risks can be found<br>in Note C1 on pages 196 and 197. The exact<br>financial impact of one or more of our principal<br>risks materialising will depend on the precise<br>operational impact of the risk, its interaction<br>with other risks, and whether mitigating<br>actions are successful in reducing the overall<br>financial impact. The Group is exposed to<br>other risks and uncertainties related to<br>environmental, political, social, economic, and<br>employment factors in the territories in which<br>we operate. Additional risks and uncertainties<br>not presently known to management or<br>deemed to be of lower materiality may, if they<br>manifest themselves, have an adverse impact<br>on the Group’s growth, profitability, cash flow,<br>and/or net assets.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 83
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Risks and Uncertainties<br>continued<br>Audit Committee Board<br>Emerging risk – Identification and escalation<br>Internal audits – Compliance verification<br>Group Risk Committee<br>Internal Audit function<br>Regional management Functional management<br>Operational unit<br>Country management<br>Executive management<br>• Oversight via Audit Committee and Board meetings<br>• Approval of risk process annually<br>• Review of Group Risk Committee minutes<br>• Review of Group strategy annually<br>• Coordinate risk identification, reporting, and<br>governance activity via a central risk register<br>updated annually<br>• Assessment and categorisation of risk<br>• Group mitigating actions<br>• Define/review Group policies and procedures annually<br>• Group strategy definition annually<br>• Monitoring via regional monthly performance reviews<br>• Consolidation and assessment of country risks<br>• Regional mitigation actions<br>• Regional operational priorities definition<br>• Functional risk identification and assessment<br>• Monthly performance review process<br>• Review and assessment of local risks<br>• Country-level mitigating actions<br>• Monitoring via monthly business unit reviews<br>• Local risk identification as part of day-to-day operations<br>• Local mitigating actions as part of day-to-day operations<br>Strategic<br>People<br>Financial Operational<br>• Failure to integrate acquisitions and<br>execute disposals from continuing<br>business<br>• Failure to develop products and services<br>that are tailored and relevant to local<br>markets and market conditions<br>• Failure to grow our business profitably in<br>a changing macroeconomic environment<br>• Failure to mitigate against financial<br>market risks<br>• Breaches of laws or regulations<br>• Failure to ensure business continuity<br>in case of a material incident<br>• Fraud, financial crime, and loss or<br>unintended release of personal data<br>• Safety, health, environment (SHE)<br>and sustainability<br>• Failure to deliver consistently high levels<br>of service to the satisfaction of our<br>customers<br>Our risk management process<br>Principal risks by category<br>Find out more on page 85<br>Find out more on page 86<br>Find out more on pages 87 to 89<br>Find out more<br>The icons used in this section correspond to our strategic priorities as set out on page 12.<br>The W icon used in this section relates to our key performance indicators on pages 24 to 26.<br>84 Rentokil Initial plc<br>Annual Report 2024
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The Company has a strategy that includes<br>growth by acquisition, and 36 new businesses<br>were acquired in 2024. These companies<br>need to be integrated quickly and efficiently<br>to minimise potential impact on the acquired<br>business and the existing business.<br>Impact should the risk materialise<br>If the Company fails to successfully integrate<br>acquisitions into its existing organisational<br>structures and IT systems, fails to deliver the<br>revenue and profit targets, or fails to deliver<br>expected synergy savings, the business may<br>not achieve the expected financial and<br>operational benefits, which may adversely<br>impact growth, profitability, and cash flow.<br>Our business may be required to recognise<br>impairment charges or be subject to asset<br>re-evaluations or downgrades.<br>Business disposals also have to be managed<br>efficiently to minimise risk to the businesses<br>being disposed of and the residual business.<br>Mitigating actions<br>• Integration plans considered by the<br>Investment Committee as part of the<br>acquisition approval process. Integration<br>activities and progress discussed during<br>monthly performance reviews.<br>• Dedicated project teams established for<br>the largest acquisitions and demergers<br>with clear deliverables over three months,<br>six months, and one year. Proven induction<br>programme across the first 100 days for<br>acquisitions.<br>• Continuity of management/leadership in<br>acquired companies, where possible.<br>• Use of transaction structures including<br>deferred consideration to mitigate deal risk.<br>• Group departments involved with<br>acquisitions to drive integration plans and<br>compliance with Group standards, especially<br>when entering new geographies.<br>• Formal post-acquisition review of every<br>acquisition by Investment Committee against<br>original business plan within 18–24 months;<br>Board post-investment review of acquisitions<br>in aggregate every six months; Internal Audit<br>review of acquisitions in new geographies<br>within 12–18 months.<br>• Board approval of acquisitions involving<br>new countries, new business lines, or above<br>a defined financial threshold.<br>• IT integration playbook to support an<br>effective and timely integration of IT systems.<br>Changes in 2024 versus 2023<br>• Additional resources in both North America<br>and Group functions to support integration<br>and replatforming related to the Terminix<br>integration<br>• Continued use of dedicated Integration<br>Management Office (IMO) and governance<br>for the Terminix integration<br>• Use of expert consultants if skills are outside<br>our business expertise<br>Performance measures to monitor risk<br>• Integration plans (day 1, 30 days, 100 days,<br>1 year)<br>• Reviews of integration plans for specific<br>large acquisitions<br>• Post-acquisition review completions<br>• Post-investment review by the Board<br>of aggregate performance of investment<br>in M&A<br>• Regular steering committee to assess<br>progress, chaired by the Chief Executive<br>We operate across markets that are at<br>different stages in the economic cycle, at<br>varying stages of market development, and<br>have different levels of market attractiveness.<br>We must be sufficiently agile to develop and<br>deliver products and services that meet local<br>market needs, which allows us to meet our<br>growth objectives and stay ahead in a highly<br>competitive industry.<br>Impact should the risk materialise<br>If we are not able to adapt to local business<br>and consumer needs, our existing customers<br>may choose not to renew contracts, or seek<br>reductions in prices. This would negatively<br>impact our ability to maintain or increase<br>margins and cash flow.<br>Examples include:<br>• We must adapt to changes to the regulatory<br>environment that may ban certain products<br>or service models from being used, such as<br>permanent rodent baiting.<br>• We need to respond to the expectations from<br>customers and society for us to reduce our<br>own environmental impact and support our<br>customers in reducing their environmental<br>impact.<br>• We need to develop products that are<br>networked and capable of being monitored<br>in real time, or react to competitor<br>technology developments that are disruptive<br>to the market.<br>Mitigating actions<br>• Acquisition of targets with specific<br>capabilities that address future changes in<br>our markets.<br>• Investment Committee to approve targeted<br>investment in innovation to meet market and<br>regulatory needs.<br>• Category Boards for Pest Control and<br>Hygiene & Wellbeing categories overseeing<br>the roll-out of innovations at pace across<br>our regional businesses.<br>• Continued investment in digital platforms<br>to support Sales and Service frontline<br>colleagues.<br>• Group key performance indicators (KPIs)<br>for innovation at a customer and colleague<br>level to monitor progress.<br>• Further development of our range of<br>sustainable, non-toxic, and humane<br>pest control solutions.<br>Changes in 2024 versus 2023<br>• The Company acquired technologically<br>focused companies in 2024<br>• The use of digital technologies at customer<br>sites was increased<br>• The Command Centre platform now utilises<br>data analytics to deliver enhanced business<br>insights<br>• Additional research into non-toxic pest<br>control solutions was conducted<br>Performance measures to monitor risk<br>• Sales growth for key innovations<br>• Percentage of sales revenue from innovation<br>• Number of sites with digital solutions<br>• Percentage of commercial customers<br>registered for digital platforms<br>• Percentage of colleagues using digital<br>applications<br>Emerging risk<br>• Potential for increasing regulatory<br>requirements<br>Overall risk: High<br>Trend: Stable<br>The ongoing integration of Terminix together<br>with ongoing acquisition activity retains the<br>risk level as high.<br>Overall risk: Medium<br>Trend: Stable<br>No significant changes, resulting in a stable<br>trend.<br>Principal risk: Strategic<br>Failure to integrate acquisitions<br>and execute disposals from<br>continuing business<br>Principal risk: Strategic<br>Failure to develop products and<br>services that are tailored and<br>relevant to local markets and<br>market conditions<br>Strategic priorities<br>Strategic priorities<br>1 2 3 4<br>1 3 4<br>5<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 85
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Risks and Uncertainties<br>continued<br>The Company’s two core categories (Pest<br>Control and Hygiene & Wellbeing) operate<br>in a global macroeconomic environment that<br>is subject to uncertainty and volatility.<br>Impact should the risk materialise<br>Changes in the macroeconomic environment<br>could have a number of different impacts on<br>the ability of the business to grow profitably,<br>to sustain recruitment, and to deliver against<br>targets.<br>Examples include:<br>• Recession and economic slowdown in some<br>of our key markets.<br>• Changes to the global job market and the<br>dual challenges of recruitment and retention.<br>• Increased costs of doing business, with rising<br>costs as a consequence of political instability,<br>increasing interest rates, and civil unrest.<br>• Low-growth economies with inherent cost<br>inflation where the Company has weak<br>pricing power may make it difficult to<br>maintain profitability, especially in areas<br>of hyperinflation.<br>• Growing market presence of multinational<br>competitors may increase the cost of<br>acquisitions and drive down prices,<br>impacting profitability.<br>• Legislation (including CSRD ESG), regulation,<br>or society expectation limits our ‘licence<br>to operate’.<br>• Inflationary pressures drive costs higher,<br>potentially pricing out customers in<br>challenging financial positions, coupled<br>with wage inflation demands.<br>Mitigating actions<br>• Resourcing being driven by the capital<br>allocation model, differentiated by line<br>of business to maximise opportunities.<br>• Maintaining a low-cost operating model,<br>focused IT investment, incentives to deliver<br>efficient operations, and back-office process<br>alignment and standardisation programme.<br>• International Key Accounts team developing<br>business with multinational customers to<br>take advantage of the unique global<br>capabilities and new Hygiene & Wellbeing<br>offerings.<br>• Leveraging size and scale to develop<br>additional business opportunities in the<br>North America region.<br>• A regionally focused defined pricing<br>programme to drive profitability on existing<br>portfolio, build insight, and enable profitable<br>growth from new business and innovations.<br>• Group Procurement team tasked to deliver<br>economies of scale while ensuring robust<br>supply chain.<br>• Refreshed customer contracting minimum<br>standards to drive consistent contracting<br>across the Group.<br>Changes in 2024 versus 2023<br>• Increased focus at regional level on<br>inflationary impacts and mitigating actions<br>• Increased resources to govern pricing<br>decision<br>• Increased energy costs<br>Performance measures to monitor risk<br>• Revenue growth, in total and by category W<br>• Group Organic Revenue Growth, in total<br>and by category<br>• Revenue contribution from acquisitions<br>• Adjusted Operating Profit W<br>• Group Adjusted Operating Margin<br>• Adjusted Free Cash Flow Conversion W<br>• Net capital expenditure<br>• Customer retention W<br>• Colleague retention W<br>Emerging risk<br>• Global or local market recession<br>Our business is exposed to foreign exchange<br>risk, interest rate risk, liquidity risk,<br>counterparty risk, and settlement risk.<br>Impact should the risk materialise<br>If any or a combination of the above risks<br>materialise, this may have a negative impact<br>on profitability, cash flow, and financial<br>statements, and may negatively impact<br>financial ratios and credit ratings, impacting<br>our ability to raise funds for acquisitions<br>or to refinance upcoming debt maturities.<br>Mitigating actions<br>• Financing policy in place to ensure that<br>the Company has sufficient financial<br>headroom to finance operations and bolt-on<br>acquisitions. Commitment to target credit<br>rating of BBB.<br>• Treasury policies that limit the use of foreign<br>exchange and interest rate derivatives, set<br>limits for financial counterparty exposure,<br>govern how financing is raised in bank and<br>other debt capital markets, and provide rules<br>around Treasury-related matters at operating<br>company level.<br>• Monthly Treasury Committee to report and<br>monitor financial rating agency metrics,<br>and compliance with Treasury policies.<br>• Monitoring the impact of exchange rate<br>movements on non-GBP profits and<br>net debt.<br>• Cash pooling and debt financing<br>arrangement to match, as far as possible,<br>currency availability/demand across borders.<br>• Revolving credit facility (RCF), unlikely to be<br>affected by adverse credit and financial<br>market events.<br>Changes in 2024 versus 2023<br>• No material changes<br>Performance measures to monitor risk<br>• Liquidity headroom at the year end<br>of £1,196m<br>• Counterparty ratings of A- or above<br>• Monthly reporting against ratings metrics<br>• If economically feasible, no unhedged<br>foreign exchange positions above £10m,<br>fixed interest >50%; and matching currency<br>of net debt to underlying profitability<br>• Monitoring of amounts outstanding against<br>counterparty credit limits<br>Overall risk: High<br>Trend: Stable<br>Remains high but stable, with no significant<br>changes.<br>Overall risk: Medium<br>Trend: Stable<br>Unchanged, no significant changes resulting<br>in a stable trend.<br>Principal risk: Financial<br>Failure to grow our business<br>profitably in a changing<br>macroeconomic environment<br>Principal risk: Financial<br>Failure to mitigate against<br>financial market risks<br>Strategic priorities<br>Strategic priorities<br>1 3 4 5<br>1 3 4 5<br>86 Rentokil Initial plc<br>Annual Report 2024
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As a responsible company we aim to comply<br>with all laws and regulations that apply to our<br>businesses across the globe.<br>Impact should the risk materialise<br>Failure to comply with local laws, including<br>bribery and corruption, anti-competitive<br>practice, employment law, data privacy, health<br>and safety, or financial and tax reporting<br>requirements, may result in fines or withdrawal<br>of licences to operate, which could adversely<br>impact growth, profitability, and cash flow,<br>as well as causing reputational damage.<br>The Sarbanes-Oxley Act and other US<br>legislation applies to the Group, the risk of<br>failing to establish and maintain an effective<br>system of internal controls to meet these laws<br>could impact the Company both financially<br>and operationally. Additionally, the Group<br>operates across many different tax<br>jurisdictions and is subject to periodic tax<br>audits, which sometimes challenge the basis<br>on which local tax has been calculated and/or<br>withheld. Successful challenges by local tax<br>authorities may have an adverse impact on<br>profitability and cash flow.<br>Mitigating actions<br>• Group legal oversight for acquisitions.<br>• Annual Board review and approval of tax<br>strategy.<br>• Pre-agreement with the Group Tax Director<br>and Chief Financial Officer for all significant<br>tax planning opportunities, with independent<br>tax advice obtained where necessary.<br>• Regular review of tax exposures.<br>• Group authority schedule in place and<br>subject to regular review.<br>• Group and local policies in place and subject<br>to regular review.<br>• Mandatory reporting of breaches in controls<br>and/or laws to the Group General Counsel<br>and the Director of Internal Audit & Risk.<br>• Follow-up by Group General Counsel on any<br>significant regulatory breach in any country.<br>• Mandatory training on Code of Conduct and<br>other core compliance topics to ensure a<br>highly principled culture of ethical behaviour;<br>completion rates reported to senior<br>management monthly.<br>• All major business transactions or internal<br>reorganizations are subject to rigorous<br>internal and external review.<br>Changes in 2024 versus 2023<br>• Continued development of reporting and<br>monitoring of audit issues<br>• Regional legal leads in place<br>• Refresh of a number of corporate policies<br>including the Code of Conduct and<br>competition law policy<br>• Group authority schedule updated and<br>distributed<br>• Mandated SOX training in place<br>• Compliance monitoring dashboards on core<br>mandatory training<br>• Updated IR35 process and record keeping<br>Performance measures to monitor risk<br>• Central management of material litigation,<br>including quarterly internal reporting<br>• Regular review of tax exposures and the<br>status of tax audits by the Audit Committee<br>• Completion rate monitoring for mandatory<br>U+ training modules, e.g. Code of Conduct<br>and competition law<br>• Monthly monitoring and reporting of audit<br>issues to executive management<br>The Company needs to have resilience to<br>ensure that the business can continue if<br>impacted by external events, e.g. cyber attack,<br>hurricane, or terrorism.<br>Impact should the risk materialise<br>Failure to service our customers may affect<br>our ability to retain those customers and<br>damage the Company’s reputation. This may<br>negatively impact growth, profitability, and<br>cash flow.<br>Examples of incidents that could impact our<br>ability to service customers include:<br>• A significant cyber attack or IT failure which<br>impacts our ability to plan efficient routing, or<br>ability to invoice, and is not recovered quickly.<br>• Fire, flood, or climate event impacting our<br>premises or transportation/supply chain<br>network, preventing goods from being<br>available to enable our technicians to service<br>our customers.<br>• Industrial action by colleagues.<br>Where third parties are engaged for services,<br>the termination or business disruption could<br>materially impact the business. Failure to<br>adequately serve our customers may result in<br>attrition and reputational damage, negatively<br>impacting our growth, profitability, and cash<br>flow. Several factors could potentially disrupt<br>our customer service, including:<br>• A fire, flood, or severe weather event<br>impacting our facilities or supply chain,<br>resulting in insufficient resources for our<br>technicians.<br>• Industrial action by our colleagues.<br>• Disruptions to our operations due to the<br>insolvency or operational issues of our<br>third-party suppliers.<br>Mitigating actions<br>• All countries and units maintain and regularly<br>review business continuity plans, with local<br>plans to service from alternative locations if<br>required.<br>• Key data and applications are located within<br>regional data centres with enhanced backup<br>capability.<br>• A dedicated Security Operations Centre<br>is in place to monitor and tackle ongoing<br>cyber threats.<br>• Specific tools deployed at data centres to<br>detect and prevent spreading of cyber attacks.<br>• IT disaster recovery plans for regional data<br>centres.<br>• Data encryption and implementation of<br>Workspace ONE (VMware) on devices and<br>mobile phones.<br>• Ongoing user education awareness<br>programmes.<br>• Penetration testing on all systems to test<br>external firewalls and address any identified<br>weaknesses.<br>• Annual inspections of key sites by insurers,<br>on a rotating basis, to identify potential risks.<br>• Focus on IT audits completed by the Internal<br>Audit function, supported by third parties.<br>Changes in 2024 versus 2023<br>• Regular patching programme for all<br>key applications<br>• Deployment of anti-ransomware software<br>to the data centres<br>• Additional resources added to the<br>IT security team<br>• Wider use of automated IT software for<br>system data and settings, e.g. scanning tool<br>or risk assessment software<br>• Addition of Workspace ONE<br>• Thematic audit of business continuity planning<br>Performance measures to monitor risk<br>• Number of serious IT incidents and time<br>taken to respond<br>• Major Incident Review actions<br>• Actions arising from IT security<br>self-assessments<br>• External testing and benchmarking of our<br>IT security environment<br>• IT-specific risk register focused on assessing,<br>monitoring, and tracking IT-related risk<br>Overall risk: Medium<br>Trend: Stable<br>Stable, albeit compliance with Securities and<br>Exchange Commission (SEC) reporting and<br>the Sarbanes-Oxley Act remains a<br>requirement.<br>Overall risk: Medium<br>Trend: Increasing<br>While volumes of cyber attacks increase<br>upwards, global events such as international<br>conflicts see this risk increasing.<br>Principal risk: Operational<br>Breaches of laws or regulations<br>(including tax, competition, and<br>antitrust laws)<br>Principal risk: Operational<br>Failure to ensure business<br>continuity in case of a material<br>incident<br>Strategic priorities<br>1 2 3 4 5<br>Strategic priorities<br>1 2 3 4 5<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 87
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Risks and Uncertainties<br>continued<br>Collusion between individuals, both internal<br>and external, could result in fraud if internal<br>controls are not in place and working<br>effectively. The business holds personal data<br>on colleagues, some customers and suppliers;<br>unintended loss or release of such data may<br>result in sanctions, fines, and reputational risk.<br>Impact should the risk materialise<br>• Loss of personal data of customers,<br>suppliers, or colleagues could, if significant,<br>result in regulatory intervention, which may<br>result in substantial fines and damage to the<br>Company’s reputation.<br>• Theft of Company assets, including property,<br>customer or colleague information, or<br>misstatement of financial or other records<br>via deliberate action by colleagues or third<br>parties may constitute fraud and result in<br>financial loss to the business, damage to<br>the Company’s reputation, and/or fines<br>by regulators.<br>Mitigating actions<br>• Robust programme to ensure that all<br>businesses are compliant with data privacy<br>requirements.<br>• Dedicated data privacy team, supporting<br>local privacy officers and privacy champion<br>networks.<br>• Mandatory online training by all senior<br>colleagues for the Code of Conduct.<br>• Compliance with Code of Conduct and other<br>key policies affirmed by the annual Letter<br>of Assurance by all senior management.<br>• Standardised financial control framework<br>operating in all locations.<br>• Confidential Speak Up hotline and email<br>address, monitored and followed up by<br>Internal Audit.<br>• Suspected frauds investigated by fraud<br>specialists as required and lessons learned<br>implemented by management.<br>• Periodic fraud risk assessment process.<br>• User security awareness guidance and<br>policies refreshed and reissued.<br>• Updated policies on devices and the<br>provision of Citrix-only access combined<br>with global patching programmes.<br>• Deployment of anti-ransomware to our<br>data centres.<br>Changes in 2024 versus 2023<br>• Fraud risk assessments renewed and in<br>greater depth<br>• Reviewed fraud processes and risks in line<br>with new legislation (applicable 2025)<br>• Increased fraud response capability through<br>training and creation of fraud response team<br>• IT general controls project continues to<br>ensure the integrity of the data and<br>processes, including colleague education<br>• Fraud training written and being rolled out<br>in 2025<br>Performance measures to monitor risk<br>• Completion rate for mandatory U+ training<br>modules<br>• Data privacy programme implementation<br>• Speak Up investigations and remediation<br>• Key financial controls pass rates<br>• Periodic review of IT access for critical<br>applications<br>Emerging risk<br>• Economic Crime and Corporate<br>Transparency Act 2023 extends fraud<br>scope globally; failure to prevent fraud<br>offence effective from September 2025<br>The Company is responsible for minimising its<br>environmental impact and ensuring the health<br>and safety of its employees, customers, and<br>other stakeholders in the workplace.<br>Impact should the risk materialise<br>• The Company operates in hazardous<br>environments and situations, for example:<br>–using poisons and fumigants in Pest<br>Control;<br>–driving to and working at customers’<br>premises;<br>–working at height; and<br>–exposure to needlestick injury/biohazards<br>from medical waste.<br>• Non-compliance with internal policies or<br>industry regulations could lead to personal<br>injury, substantial fines or penalties, including<br>withdrawal of licences to operate and<br>reputational damage.<br>• Environmental risks may arise from former<br>activities at sites currently operated by the<br>Group or acquired by the Group. Legislation<br>and changing expectations may require the<br>business to alter its methods of operation.<br>Mitigating actions<br>• SHE is considered as the first item at all<br>Board and senior management meetings;<br>review of standardised SHE KPIs.<br>• Robust SHE policies supplemented by<br>technical policies address higher risk and<br>regulated activities.<br>• SHE officers in all jurisdictions, supported by<br>a dedicated central SHE team.<br>• Mandatory training of all relevant colleagues<br>in safe working practices.<br>• Focus on implementation of Group<br>fumigation standards throughout the<br>appropriate businesses and in all new<br>acquisitions.<br>• Formal review of accidents and circulation of<br>lessons learned (e.g. Safety Moments videos,<br>SHE alerts, etc.).<br>• Vehicle telematics now deployed in 28<br>countries to reduce accidents and/or vehicle<br>emissions.<br>• Electric and low emission vehicles deployed<br>in countries to reduce emissions and drive<br>towards our net zero target.<br>• Strategy to further develop environmentally<br>friendly approaches, e.g. integrated pest<br>management (IPM) solutions that use no to<br>lower pest control chemical use, recycling of<br>hygiene units, roll-out use of electric<br>vehicles, alternative fumigants, including<br>non-toxic.<br>Changes in 2024 versus 2023<br>• Roll-out of digital site risk assessment<br>application continues and is either live or<br>in pilot in more than 70% of our markets<br>• Updates to central technical register related<br>to approved high-risk activity documentation<br>• Fumigation usage included in carbon<br>emissions equivalent footprint reporting<br>• Enhanced safety training to include driver<br>safety practices<br>• Implemented a new incident management<br>solution that supports easier access to report<br>an incident and enhanced data reporting<br>• Updated and redeployed internal major<br>incident reporting protocol<br>• Completed independent assessment of<br>readiness for ESG reporting under CSRD,<br>ISSB, and SEC requirements<br>Performance measures to monitor risk<br>• Lost Time Accident rate W<br>• Working Days Lost rate W<br>• Total emissions and emissions intensity<br>• Fuel intensity metrics (litres of fuel used per<br>GBP of revenue)<br>• Energy usage and percentage of green<br>energy purchased<br>• Electric vehicle deployment (number of<br>vehicles and countries)<br>• Completion rates for mandatory U+ training<br>Overall risk: Medium<br>Trend: Increasing<br>Changing legislation results in an increasing<br>risk trend.<br>Overall risk: Medium<br>Trend: Stable<br>No significant changes, resulting in a stable<br>trend.<br>Principal risk: Operational<br>Fraud, financial crime, and<br>loss or unintended release<br>of personal data<br>Principal risk: Operational<br>Safety, health, environment<br>(SHE) and sustainability<br>Strategic priorities<br>Strategic priorities<br>1 3 4<br>1 3 4<br>88 Rentokil Initial plc<br>Annual Report 2024
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Our business model depends on servicing<br>the needs of our customers in line with<br>internal high standards and to levels agreed<br>in contracts.<br>Impact should the risk materialise<br>If our operatives are not sufficiently qualified,<br>or do not have the right skills, or we fail to<br>innovate successfully, this may negatively<br>impact our ability to acquire or retain<br>customers, adversely impacting growth,<br>profitability, and cash flow.<br>Industrial action in key operations could<br>result in diminished customer service levels;<br>if prolonged, it could damage the Company’s<br>reputation and ability to secure or renew<br>contracts.<br>In markets where overall employment rates<br>are high, and/or our business is growing<br>fast organically or via acquisition, we may<br>have difficulty attracting and retaining key<br>management of the right capability and<br>the right calibre of operational personnel.<br>Changes in the global job market resulting in<br>difficulty in recruiting and retaining colleagues<br>at all levels of the organisation may impact our<br>ability to service our customers to the highest<br>standards.<br>Major digital change programmes could<br>disrupt our ability to deliver high levels<br>of service to our customers.<br>Mitigating actions<br>• HR development processes, including<br>Employer of Choice programme.<br>• Regular tracking of customer satisfaction<br>and the perception of Rentokil Initial by both<br>customers and non-customers,<br>benchmarked against competitors.<br>• A dedicated Operational Excellence team<br>to drive superior customer service and safe<br>working practices and to establish key<br>metrics, combined with a strong focus on<br>safety by supervisors and frontline staff.<br>• Incentives for Sales and Service staff are<br>closely aligned with strategic priorities and<br>based on delivering improved customer<br>service levels.<br>• Oversight of key industrial relations matters<br>by the Group HR Director and regular review<br>by the Chief Executive for countries where<br>industrial relations risk is elevated.<br>• HR-led recruitment initiatives, including<br>recruiting ahead of time, benchmarked pay<br>plans, and global careers and recruitment<br>websites.<br>• Regular review of major IT programmes<br>by the Chief Information Officer.<br>• An IT Investment Committee to ensure the<br>sufficient allocation of resources, with a<br>quarterly IT risk meeting to ensure oversight<br>of IT transformation plans.<br>• System migration in regions, aligning<br>processes with a standard.<br>Changes in 2024 versus 2023<br>• The U+ training platform is the primary<br>training tool for colleagues<br>• Continued deployment of IT programmes<br>and tools to frontline colleagues<br>• Diversity, equity, and inclusion training<br>programme to leaders, managers, and<br>colleagues<br>• Launch of new external recruitment website<br>enhancing our internal job referral platform<br>Performance measures to monitor risk<br>• Sales and Service colleague retention W<br>• Number of online training courses being<br>developed<br>• U+ learning views<br>• State of Service W<br>• Customer satisfaction (Customer Voice<br>Counts) W<br>• Customer retention W<br>Overall risk: Medium<br>Trend: Stable<br>No significant changes, resulting in a stable<br>trend.<br>Principal risk: Operational<br>Failure to deliver consistently<br>high levels of service to the<br>satisfaction of our customers<br>Strategic priorities<br>Failure to integrate acquisitions and execute disposals from continuing business Our Strategic Priorities, page 12<br>Failure to develop products and services that are tailored and relevant to local<br>markets and market conditions<br>Innovation in Pest Control, pages 38 to 39<br>Our Strategic Priorities, page 12<br>Innovation and digital services for customers, pages 38,<br>39 and 69<br>Failure to grow our business profitably in a changing macroeconomic environment Our Business Model, pages 22 and 23<br>Colleague and Shareholder KPIs, pages 24 and 26<br>M&A execution, pages 18 and 19, 48 and 49<br>Our journey to net zero, pages 68 to 71<br>Failure to mitigate against financial market risks Note C1 Financial risk management, pages 196 and 197<br>Breaches of laws or regulations (including tax, competition, and antitrust laws) Policies and practices, page 109<br>Failure to ensure business continuity in case of a material incident Cyber security, page 109<br>Fraud, financial crime, and loss or unintended release of personal data Policies and practices, page 109<br>Responsible Business, pages 65 and 66<br>Safety, health, environment (SHE) and sustainability Key Performance Indicators, pages 24 to 26<br>Keeping our colleagues safe, page 65<br>Environment, pages 68 to 71<br>Failure to deliver consistently high levels of service to the satisfaction of our<br>customers<br>Innovation and digital services for customers, pages 38,<br>39 and 69<br>Colleague and Customer KPIs, pages 24 and 25<br>Where to find further information<br>1 3 4<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 89
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Viability Statement<br>In accordance with provision 31 of the UK<br>Corporate Governance Code, the Board of<br>Directors has assessed the viability of the<br>Group, taking account of the Group’s current<br>financial position, the latest three-year<br>strategic plan and the potential impact of our<br>principal risks described on pages 85 to 89.<br>Based on this assessment, the Board confirms<br>that it has a reasonable expectation that the<br>Group will be able to continue in operation<br>and meet its liabilities as they fall due over<br>the period to 31 December 2027.<br>The business model of the Group is focused<br>on the delivery of services to customers at their<br>premises. These are professional and often<br>highly technical services, where customers have<br>a need that we can help resolve. While these<br>needs are subject to some seasonality and<br>macroeconomic cycles, overall they are highly<br>stable and growing at GDP rates or faster.<br>The drivers of this growth are key to the Group’s<br>prospects. Population growth, growth of the<br>‘middle class’ and urbanisation around the world<br>brings growing numbers of humans closer<br>together, increasing the need for hygiene,<br>as seen in the pandemic, and for control of<br>pests where sources of food are more available.<br>While climate change will undoubtedly have<br>some adverse impacts on the Group, the<br>disaggregated nature of our services at<br>customer locations materially reduces our<br>physical risks. Finally, the change in environment<br>will likely bring upsides as pest breeding<br>seasons are longer, mortality rates are lower<br>and infestations are able to move into markets<br>where they historically could not survive.<br>Overall, the combination of business model and<br>macroeconomic factors suggests that recent<br>growth trends should foreseeably continue in<br>line with our medium-term targets and beyond.<br>Period of assessment<br>Although the Directors have no reason to<br>believe that the Group will not be viable over<br>a longer time frame, because of the degree<br>of uncertainty, the period over which the<br>Directors have a reasonable expectation as to<br>the Group’s viability is the three-year period to<br>31 December 2027. Having considered whether<br>the assessment period should be extended,<br>it is the view of the Directors that a three-year<br>period is still appropriate as it is consistent with<br>the periods used in the budgeting and strategic<br>planning process. Three years is also aligned<br>with the most frequent duration of both the<br>customer and supplier fixed-term contract<br>periods entered into by the Group.<br>Strategic planning process<br>The budget and longer-term plan have been<br>prepared in line with the Group’s strategy<br>as described in detail in the Strategic Report<br>(pages 4 to 90). The Board reviews the<br>Group’s performance at its meetings and,<br>depending on the external environment<br>and its potential impact on the Group’s<br>latest full-year forecast and strategic plan,<br>may model a number of scenarios.<br>Viability assessment<br>In making their assessment, the Directors have<br>considered the current position of the Group<br>and have undertaken a robust evaluation of the<br>principal risks, in particular the ones that could<br>impact on the liquidity, solvency and viability of<br>the Group. The Directors have taken account of<br>the Group’s liquidity position and the Group’s<br>ability to raise finance and deploy capital. The<br>results consider the availability and likely<br>effectiveness of the mitigating actions that<br>could be taken to avoid or reduce the impact or<br>occurrence of the identified underlying risks.<br>Mitigating actions that were identified as part<br>of the viability assessment in previous years,<br>and which were found to be effective during<br>the pandemic, include securing additional<br>liquidity, deferring shareholder distributions,<br>pausing M&A activity, reducing planned<br>capital expenditure, use of recognised tax<br>payment deferral mechanisms, and actively<br>managing the cost base of the Group.<br>Should these measures be insufficient, then<br>the Group would consider raising equity;<br>however, that has not been required to date.<br>Although the review considered all the<br>emerging and principal risks identified by<br>the Group, the focus was also on how global<br>events, like a worldwide pandemic, could<br>impact the Group’s future financial<br>performance and its cash generation under<br>different scenarios. As a result, severe but<br>plausible downside sensitivities were applied<br>to the three-year plan approved by the Board.<br>The three-year plan is most sensitive to the<br>reduction in revenue due to customer<br>suspensions over extended durations. With<br>that in mind, the directors have chosen<br>scenarios reflecting the principal risks to stress<br>test the three-year plan for the following<br>downside scenarios:<br>• Revenue reduces by 20% against the budget<br>for six months of 2025. This scenario is<br>significantly worse than the customer<br>suspensions experienced during the first half<br>of 2020, before the acquisition of Terminix<br>(which increased the size of the Group by<br>c.60%), which peaked at slightly below 30%<br>for one month only.<br>Risks: failure to grow our business profitably<br>in a changing macroeconomic environment;<br>failure to deliver consistently high levels of<br>service to the satisfaction of our customers;<br>failure to develop products and services that<br>are tailored and relevant to local markets and<br>market conditions; failure to ensure business<br>continuity in case of a material incident; and<br>failure to integrate acquisitions and execute<br>disposals from continuing business.<br>• A prolonged downturn where revenue<br>reduces by 20% for each of the three years<br>in the model.<br>Risks: failure to grow our business profitably<br>in a changing macroeconomic environment;<br>failure to deliver consistently high levels of<br>service to the satisfaction of our customers;<br>failure to develop products and services that<br>are tailored and relevant to local markets and<br>market conditions; failure to ensure business<br>continuity in case of a material incident; and<br>failure to integrate acquisitions and execute<br>disposals from continuing business.<br>• A significant one-off charge of £200m,<br>either in the form of a number of bank<br>failures or as a result of a one-off loss.<br>Risks: failure to ensure business continuity in<br>case of a material incident; breaches of laws<br>or regulations (including tax, competition,<br>and antitrust laws); failure to mitigate against<br>financial market risks; fraud, financial crime,<br>and loss or unintended release of personal<br>data; and safety, health environment (SHE)<br>and sustainability.<br>We have also considered two joint scenarios<br>of the above: 1) the six-month scenario and a<br>significant one-off charge; and 2) the three-year<br>scenario and a significant one-off charge.<br>Reverse stress tests were considered involving<br>a 37% downturn in Global Revenues for three<br>years assuming mitigating activities, or 27%<br>without mitigating activities for existing<br>headroom to be fully used.<br>The impact of the scenarios has been modelled<br>to test projected liquidity headroom over the<br>three-year viability period. In each of the<br>individual and joint scenarios, the Group<br>continues to retain sufficient liquidity headroom<br>with the mitigating actions it can deploy.<br>In the three-year period of the viability<br>statement, the Group has three debt maturities.<br>In October 2025, the $700m term loan matures,<br>followed by the €500m bond in May 2026, and<br>the €850m bond in June 2027. It is assumed<br>that all maturities will be refinanced on or<br>before they mature. As at 31 December 2024,<br>the Group had total undrawn committed<br>facilities of $1.05bn (£839m) and unrestricted<br>cash, net of overdrafts of £286m, giving the<br>Group combined headroom of £1,196m.<br>In addition to its committed headroom, the<br>Group also has a $250m accordion linked to<br>its RCF, a £1bn Commercial Paper Programme,<br>and an uncommitted, undrawn overdraft<br>facility amounting to £20m.<br>Throughout 2024, the Group maintained<br>its long-term (BBB with a Stable outlook)<br>and short-term (A-2) credit ratings.<br>The combination of a strong investment grade<br>credit rating, the RCF banks’ willingness to<br>provide debt funding free of financial<br>covenants, the flexibility the Group has to<br>make material reductions in its cash outflows,<br>which was demonstrated during 2020, and the<br>fact that the Group has continued to generate<br>cash, provide the Directors with confidence<br>that the Group could raise additional debt<br>finance if required.<br>The geographical spread of the Group’s<br>operations helps minimise the risk of serious<br>business interruption. Furthermore, the Group<br>is not reliant on one particular group of<br>customers or sectors.<br>Based on this assessment and having carefully<br>considered the Group’s current standing,<br>debt servicing and the risks and uncertainties<br>referred to above, in line with the UK<br>Corporate Governance Code, the Directors<br>have a reasonable expectation that the<br>Group will be able to continue in operation<br>and meet its liabilities as they fall due over the<br>three-year period ending 31 December 2027.<br>90 Rentokil Initial plc<br>Annual Report 2024
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92 Chair’s Introduction to Governance<br>94 Board of Directors<br>96 Executive Leadership Team<br>98 Our Governance<br> 110 Our Stakeholders<br> 114 Audit Committee Report<br> 122 Nomination Committee Report<br> 127 Directors’ Remuneration Report<br> 154 Independent Auditors’ Report<br>Corporate Governance<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 91<br>Strategic Report Financial Statements Other Information
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Chair’s Introduction to Governance<br>The Board ensured continued oversight<br>of the North America Leadership Team<br>and the Terminix integration during<br>a challenging year.<br>Richard Solomons<br>Chair<br>Dear Shareholder<br>2024 was a challenging year for the Group, with<br>the impact of the Terminix integration on North<br>America performance being a key focus area<br>for the Board. Receiving and assessing key<br>performance indicators for the region was<br>central to our oversight. The committees had<br>a renewed focus on North America within<br>their remits, and the Board as a whole had<br>four deep dives with the newly built-out North<br>American Leadership Team, and an additional<br>presentation in our January 2025 meeting<br>on marketing and branch strategy.<br>The International business had organic<br>revenue growth of 4.7%, demonstrating our<br>diversified, global footprint and resilient<br>business model. Our North America business<br>had organic revenue growth of 1.5%, lower<br>than the rest of the Group. Following our<br>trading update statement in September, profits<br>and margins were in line with the renewed<br>guidance for the year.<br>The Board worked closely with management<br>over the year to strengthen the North America<br>Leadership Team, including the onboarding<br>of new Chief Marketing, Chief Operating,<br>and Chief Financial Officers for the region.<br>Following the announcement of the departure<br>of Brad Paulsen as CEO, North America, the<br>Board has confidence in Alain Moffroid taking<br>on the role as Interim CEO, North America.<br>Alain is a highly experienced leader in<br>the Company with extensive pest control<br>experience, and has worked closely with the<br>North America business on the customer<br>experience and retention, digital, and<br>innovation programmes. We are working<br>closely to support the Executive Leadership<br>team. The strong management team locally<br>and at Group continue to be dedicated to our<br>business as we enter the last eight quarters<br>of the Terminix integration.<br>Given the Group’s operational and financial<br>performance in the year, I am pleased that<br>the Board is recommending a final dividend<br>of 5.93p per share for 2024, bringing the<br>dividend for the year to 9.09p per share,<br>in line with our progressive dividend policy.<br>This Governance Report includes an overview<br>of the key matters considered by the Board<br>during 2024, with detail on the Board’s<br>composition, activities over the year, and<br>corporate governance.<br>Strategy<br>The Board regularly discusses the Group’s<br>performance against our strategy, including<br>post-integration reviews of M&A. Throughout<br>the year, the Board receives updates from<br>regional leaders, and the Annual Board<br>Strategy sessions in 2024 provided a key<br>opportunity to reflect on and review our<br>strategic priorities. We have continued to<br>prioritise high-quality bolt-on M&A, acquiring<br>36 new businesses in 2024, focused on<br>Growth and Emerging markets. Further details<br>of our strategic priorities, and the progress<br>that the Group has made on them in the year,<br>can be found on pages 12 to 19.<br>92 Rentokil Initial plc<br>Annual Report 2024
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Safety, health, and environment<br>Our mission – Protecting People, Enhancing<br>Lives, and Preserving our Planet – is at the<br>centre of everything we do. The Board<br>considers safety, health, and environment<br>(SHE) performance at every meeting, and<br>has a deep interest in prioritising SHE for<br>our colleagues. We are pleased to report<br>sustained high levels of colleague safety<br>performance. The Board received updates<br>on the Company’s sustainability strategy and<br>progress against our sustainability initiatives<br>and reporting over the year. More information<br>can be found in the Responsible Business<br>section on pages 63 to 80, and in our<br>standalone Responsible Business Report,<br>which can be found at rentokil-initial.com/<br>responsible-delivery.<br>Board composition and<br>effectiveness<br>On 31 December 2024, Stuart Ingall-Tombs<br>stepped down from the Board, having served<br>as Chief Financial Officer for four years, and<br>with a 17-year service to Rentokil in various<br>financial and business roles. The Board<br>is hugely grateful to Stuart for his many<br>contributions to Rentokil Initial over that<br>time and wishes him well for his retirement.<br>On 1 January 2025, we were delighted to<br>welcome Paul Edgecliffe-Johnson as Chief<br>Financial Officer. Paul brings extensive<br>international listed experience in finance<br>and operations. His full biography can be<br>found on page 94.<br>We welcomed Brian Baldwin to the Board on<br>1 October 2024, following discussions with<br>Trian Partners over August and September.<br>The Board carefully considered the<br>experience Brian brought to the Board in<br>the context of the Skills Matrix exercise the<br>Nomination Committee undertook during<br>the year (for further details, see page 100).<br>The Board, Nomination Committee, and<br>individual directors met with Brian prior to<br>his appointment. Brian brings considerable<br>experience in investment analysis, operations,<br>and US business to the Board. Details of<br>Brian’s induction can be found on page 99.<br>Details on Board composition can be found on<br>page 99, and Board biographies can be found<br>on pages 94 and 95.<br>Following our external Board Effectiveness<br>Review in 2023, we undertook an internal<br>review in 2024, including individual director<br>and committee reviews. The data concluded<br>that the Board and Board Committees<br>continue to operate effectively, and individual<br>Directors continue to contribute meaningfully<br>to the Board. Information on this year’s Board<br>evaluation, including the themes and actions<br>we’ll be taking over 2025, and the progress<br>made against actions from the 2023 external<br>review, can be found on page 108.<br>People<br>The Board is grateful to the fantastic teams<br>of colleagues around the world – from the<br>technicians to our management teams.<br>In December 2024, we were delighted to<br>be named as one of Britain’s Most Admired<br>Companies, recognising the world-class<br>opportunities we offer and the calibre of<br>our dedicated colleagues, in addition to<br>our capacity to innovate and the quality<br>of products and services that our<br>colleagues offer.<br>In June, the Board travelled to Dallas to open<br>the Innovation Centre and meet colleagues in<br>our new labs, branches, and warehouses.<br>Later in the year, as part of his induction, Brian<br>joined one of our technicians on a ‘ride-along’<br>in Dallas, experiencing first hand the service<br>we provide to customers and providing him<br>with the opportunity to ask questions and<br>learn more about our business. My Board<br>colleagues and I look forward to meeting more<br>of our customers and colleagues over 2025.<br>The Board received updates on local events<br>through the regular Chief Executive Reports at<br>each meeting, including ‘Rentokil’s Got Talent’,<br>which received hundreds of entries globally<br>from colleagues demonstrating their talents,<br>and thousands of votes for the winning<br>entries, who received a donation to a charity<br>of their choice.<br>The Board was aided in monitoring the culture<br>of the Company through updates from<br>Vanessa Evans, our Group HR Director,<br>describing progress against the themes<br>and actions identified in the 2023 Your Voice<br>Counts colleague survey. The Board is<br>presented with an annual deep dive on<br>culture, and receives an update at each<br>meeting on retention and key colleague<br>themes. The Board also received a deep dive<br>on workforce engagement during the year.<br>In 2025, we look forward to celebrating our<br>colleagues and their work being at the heart<br>of what we do, as Rentokil turns 100.<br>Succession<br>The Board and Nomination Committee<br>continued to discuss the succession plans<br>for senior management, including the North<br>America Leadership Team and the Executive<br>Leadership Team. In December 2024, we<br>welcomed Aaron Coley as new CFO, North<br>America and, alongside our new Group Chief<br>Financial Officer, we welcomed Sarah<br>Sergeant as Group Financial Controller.<br>For further details on senior management<br>succession planning and talent development,<br>please see page 124.<br>Looking ahead<br>The Board remains focused on supporting the<br>substantial value creation opportunities across<br>the Group, while also focusing on the issues<br>we need to resolve in North America to<br>improve organic growth.<br>We continue to work towards the substantial<br>structural growth opportunities for our pest<br>control business in North America, enhanced<br>by the benefits of the Terminix integration.<br>The Board is confident in management and<br>the strategy of the business.<br>I’d like to take this opportunity to express<br>my gratitude to our shareholders for their<br>continuing support over a difficult year.<br>We will be holding our hybrid AGM on 7 May<br>2025, which my Board colleagues and I look<br>forward to welcoming you to.<br>Richard Solomons<br>Chair<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 93<br>Strategic Report Financial Statements Other Information
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Board of Directors<br>David Frear<br>Non-Executive Director<br>Appointed: October 2022<br>Skills, experience, and contribution<br>David brings financial experience and a wealth<br>of knowledge of the US market to the Board.<br>He was a Non-Executive Director of Terminix<br>Global Holdings, Inc. prior to its acquisition<br>by Rentokil Initial in October 2022. David<br>previously served as Chief Financial Officer<br>of Sirius XM, Savvis Communications<br>Corporation, Orion Network Systems Inc.,<br>and Millicom Incorporated.<br>Current external commitments<br>• Non-Executive Director, The Nasdaq Stock<br>Market LLC, Nasdaq PHLX LLC, Nasdaq BX,<br>Inc., Nasdaq ISE, LLC, Nasdaq GEMX, LLC,<br>and Nasdaq MRX, LLC.<br>Sally Johnson<br>Non-Executive Director<br>Appointed: April 2023<br>Skills, experience, and contribution<br>Sally brings substantial commercial and<br>strategic finance experience from her<br>extensive executive career to the Board.<br>Sally is the Chief Financial Officer of FTSE 100<br>company Pearson plc, which is also listed on<br>the New York Stock Exchange. Since joining<br>Pearson in 2000, she has held various finance<br>and operational roles across The Penguin<br>Group, the education business, and at a<br>corporate level at Pearson. She was also a<br>Trustee for the Pearson Pension Plan from<br>2012 to 2018. Sally is a member of the Institute<br>of Chartered Accountants in England and<br>Wales and completed her training at<br>PricewaterhouseCoopers.<br>Current external commitments<br>• Chief Financial Officer, Pearson plc<br>Richard Solomons<br>Chair<br>Appointed: March 2019, and became Chair<br>in May 2019<br>Skills, experience, and contribution<br>Richard has a strong track record of commercial<br>and strategic development. As former Chief<br>Executive Officer of InterContinental Hotels<br>Group plc, he has experience of leading a<br>successful multinational, delivering growth,<br>and enhancing the effective use of digital tools.<br>Richard trained as a Chartered Accountant with<br>KPMG, and was previously a Non-Executive<br>Director of Marks and Spencer Group plc and<br>the Senior Independent Director of Aston Martin<br>Lagonda Global Holdings plc.<br>Current external commitments<br>• Chair, HBX Group International plc<br>• Non-Executive Director and Chair of the<br>Audit Committee, Mandarin Oriental<br>International Limited<br>Andy Ransom<br>Chief Executive<br>Appointed: May 2008, and became<br>Chief Executive in October 2013<br>Skills, experience, and contribution<br>Andy joined the Board in 2008 as Executive<br>Director, Corporate Development, and brings<br>a focused operational management style,<br>together with a broad range of commercial<br>and strategic skills gained in senior executive<br>positions and legal roles earlier in his career,<br>including several years in the US and Canada.<br>He has more than 30 years of experience<br>creating value through M&A around the<br>world, and has a strong record of engaging<br>with a diverse range of stakeholders. He is<br>a qualified solicitor and a patron of Malaria<br>No More UK.<br>Current external commitments<br>• Non-Executive Director, Informa plc<br>Paul Edgecliffe-Johnson<br>Chief Financial Officer<br>Appointed: January 2025<br>Skills, experience, and contribution<br>Paul has extensive financial and operational<br>experience in listed international businesses.<br>Prior to joining Rentokil Initial, he served as<br>Chief Financial Officer of Flutter Entertainment<br>plc, which now has its primary listing on the<br>New York Stock Exchange. Before that, he was<br>Chief Financial Officer and Group Head of<br>Strategy at InterContinental Hotels Group plc,<br>and was also an Associate Director in<br>Corporate Finance at HSBC Holdings plc.<br>Paul is a qualified chartered accountant and<br>is a member of the Association of Corporate<br>Treasurers.<br>Current external commitments<br>• None<br>Brian Baldwin<br>Non-Executive Director<br>Appointed: October 2024<br>Skills, experience, and contribution<br>Brian brings extensive experience in<br>investment analysis and operations. As a<br>Partner and Head of Research at Trian Fund<br>Management L.P., he has played leadership<br>roles in many of Trian’s investments, including<br>Ferguson, Allstate, Pentair plc/nVent, Invesco,<br>Janus Henderson, Legg Mason, Bank of New<br>York Mellon, Lazard, Ingersoll Rand, Wendy’s,<br>Mondelēz, PepsiCo, and Cadbury.<br>Current external commitments<br>• Partner and Head of Research at Trian Fund<br>Management L.P.<br>• Non-Executive Director, Janus Henderson<br>Group plc<br>94 Rentokil Initial plc<br>Annual Report 2024
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Sarosh Mistry<br>Non-Executive Director<br>Appointed: April 2021<br>Skills, experience, and contribution<br>Sarosh has extensive experience as a senior<br>executive, driving organic and inorganic<br>growth in business-to-business services,<br>especially in North America. He has deep<br>experience of building businesses across a<br>number of industries, including emerging<br>markets in Latin America and Asia. Sarosh is<br>the President of Sodexo North America, and<br>brings executive experience in complex,<br>global and multi-site businesses to the Board.<br>Prior to his current role, he served as the CEO<br>for Sodexo’s Home Care Worldwide business,<br>and has worked in senior roles in consumer<br>organisations including Compass Group,<br>Starbucks, Aramark, and PepsiCo.<br>Current external commitments<br>• President, Sodexo North America<br>• Board Director, Didi Hirsch Mental Health<br>Services<br>Key<br> Audit Committee member<br> Nomination Committee member<br>Remuneration Committee member<br> Committee Chair<br>Cathy Turner<br>Non-Executive Director<br>Appointed: April 2020<br>Skills, experience, and contribution<br>Cathy is an experienced Non-Executive<br>Director with significant business leadership<br>experience and a deep knowledge of HR and<br>remuneration matters. Her executive career in<br>financial services has included responsibility<br>for strategy, investor relations, HR, corporate<br>affairs, legal, internal audit, branding, and<br>marketing. She brings experience of leading<br>international customer-focused businesses<br>operating in complex, highly regulated<br>industries and navigating challenging<br>environments. She was previously a<br>Non-Executive Director of Quilter plc,<br>Aldermore Bank plc, and MotoNovo Finance<br>Limited, and a Trustee of Gurkha Welfare Trust.<br>Current external commitments<br>• Senior Independent Director and Chair of the<br>Remuneration Committee, Lloyds Banking<br>Group plc<br>• Senior Independent Director and Chair of the<br>Remuneration Committee, Spectris plc<br>• Partner, Manchester Square Partners<br>John Pettigrew<br>Senior Independent Director<br>Appointed: January 2018, and became<br>Senior Independent Director in May 2019<br>Skills, experience, and contribution<br>John has a strong track record of developing<br>and implementing global strategies for<br>profitable growth, deep experience of running<br>a major US business, a strong economic<br>background, and engineering leadership<br>experience. John is the Chief Executive of<br>FTSE 100 company National Grid plc, which is<br>also listed on the New York Stock Exchange.<br>Through his broad executive career, he has<br>experience of dealing with regulatory bodies<br>in the UK and the US, leading the<br>development of environmental, social, and<br>governance strategies. His skill set also<br>includes service provision to a large<br>commercial and residential customer base,<br>delivering world-class levels of safety<br>performance, and driving transformational<br>change in highly regulated environments.<br>Current external commitments<br>• Chief Executive, National Grid plc<br>Linda Yueh CBE<br>Non-Executive Director<br>Appointed: November 2017<br>Skills, experience, and contribution<br>Linda brings a diverse range of skills to the<br>Board, including strong commercial experience<br>gained through her work in corporate law and<br>previous non-executive positions, as well as<br>deep insights into economic environments,<br>including key emerging and rapidly developing<br>markets. She was a member of the Independent<br>Review Panel on Ring-fencing and Proprietary<br>Trading of the UK Treasury, and has also acted<br>in various advisory roles, including for the World<br>Bank and the European Commission. Linda is a<br>fellow of St Edmund Hall, Oxford University and<br>an Adjunct Professor of Economics at London<br>Business School. She is also a member of the<br>UK Soft Power Council.<br>Current external commitments<br>• Chair of the Royal Commonwealth Society<br>• Chair of the Board and Chair of the Nomination<br>Committee, The Schiehallion Fund Limited<br>• Non-Executive Director, SEGRO plc<br>• Non-Executive Director, Standard Chartered plc<br>Stuart Ingall-Tombs<br>Skills, experience, and contribution<br>Stuart stepped down from the Board on<br>31 December 2024 after 17 years with the<br>Company, most recently as Chief Financial<br>Officer for four years. Prior to that, he was<br>CFO for North America, and spent several<br>years as Group Financial Controller and<br>Treasurer. Stuart brought a deep operational<br>understanding of key regional businesses,<br>combined with experience at the corporate<br>centre. As a qualified accountant at Stoy<br>Hayward, Stuart previously worked for Lex<br>Services/RAC plc. Stuart is a fellow of the<br>Institute of Chartered Accountants in<br>England and Wales.<br>Board changes in 2024<br>and 2025<br>Brian Baldwin joined the Board on<br>1 October 2024. Stuart Ingall-Tombs<br>stepped down from the Board on<br>31 December 2024.<br>Paul Edgecliffe-Johnson joined the Board<br>on 1 January 2025.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 95<br>Strategic Report Financial Statements Other Information
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Executive Leadership Team<br>The Executive Leadership Team (ELT) supports the Chief Executive in managing the business at Group level, overseeing safety, performance,<br>operational plans and actions, governance, and risk management. Andy Ransom and Paul Edgecliffe-Johnson are also members of the ELT.<br>Their biographies can be found on page 94. Andy chairs the ELT, which meets regularly throughout the year, and the Managing Director of<br>our Latin America and Caribbean region also attends ELT meetings. There were two changes to the ELT during 2024: Fabrice Quinquenel joined<br>on 1 April 2024, and Gary Booker left the Company on 16 April 2024. In January 2025, we announced that Brad Paulsen was stepping down from<br>his position as CEO, North America. John Myers will be stepping down from the ELT on 1 April 2025.<br>Rachel Canham<br>Group General Counsel & Company Secretary<br>Appointed: April 2022<br>Role<br>Rachel has responsibility for legal, corporate<br>governance, and data privacy across the<br>Group.<br>Skills and experience<br>Rachel is an experienced corporate and<br>commercial lawyer. She spent 10 years at BT<br>Group plc where she performed various roles,<br>including General Counsel of its Enterprise<br>division, Company Secretary, Chief Counsel<br>for M&A, joint ventures and restructurings,<br>and Senior Commercial Lawyer in the major<br>transactions team. Rachel is a qualified<br>solicitor, with experience as a corporate<br>lawyer at US law firm Latham & Watkins,<br>and Dickson Minto. Rachel became the<br>Company Secretary in April 2024.<br>Vanessa Evans<br>Group HR Director<br>Appointed: January 2016<br>Role<br>Vanessa is responsible for shaping and<br>executing our Employer of Choice strategy,<br>ensuring that we can attract, recruit, train,<br>engage, reward, and retain the talent we need<br>to deliver our business strategy.<br>Skills and experience<br>Vanessa brings valuable business experience<br>and expertise in human resources<br>management. She joined Rentokil Initial from<br>RSA Group plc where she was Group HR,<br>Communications and Customer Director.<br>Prior to that, Vanessa was Global HR Director<br>at Lego and Head of UK HR at GAP. She is a<br>Fellow of the Chartered Institute of Personnel<br>and Development and until October 2024<br>was a Non-Executive Director of Care UK.<br>Mark Gillespie<br>Managing Director, Asia & MENAT<br>Appointed: April 2022<br>Role<br>Mark oversees our businesses throughout<br>Asia, the Middle East, and North Africa.<br>Skills and experience<br>During his career at Rentokil Initial, Mark has<br>held a number of roles, including Group<br>Director of Internal Audit & Risk Management<br>and Regional Managing Director for the Rest<br>of World region. He has extensive finance,<br>general management, and M&A experience,<br>and previously held senior roles at Honeywell<br>and Pfizer. Mark is a member of the Institute of<br>Chartered Accountants in England and Wales.<br>Chris Hunt<br>Group M&A Director<br>Appointed: July 2019<br>Role<br>Chris leads our efforts to evaluate, negotiate,<br>and integrate acquisitions and disposals.<br>Skills and experience<br>As Group M&A Director, Chris has completed<br>more than 400 deals for the Group. Prior to<br>joining Rentokil Initial, he held various senior<br>roles at AstraZeneca plc, including Head<br>of Finance at AstraZeneca UK’s Marketing<br>Company, Corporate Strategy Director, and<br>Group M&A Director. Prior to that, he was<br>a Director at KPMG Transaction Services.<br>He is a Chartered Accountant and sits on<br>the Corporate Finance Faculty Board of<br>the Institute of Chartered Accountants in<br>England and Wales.<br>Alain Moffroid<br>Chief Commercial Officer*<br>Appointed: March 2016<br>Role<br>Alain has responsibility for business strategy,<br>brand, innovation, digital, service productivity,<br>global accounts, global marketing for<br>commercial and residential customers,<br>and the customer experience.<br>*In January 2025, we announced that Alain<br>would become the Interim CEO, North<br>America.<br>Skills and experience<br>Alain has served as Managing Director, Pacific<br>and Managing Director, Europe. Prior to joining<br>Rentokil Initial, he held several senior roles at<br>Unilever plc across multiple geographies with<br>significant experience in marketing, sales, and<br>business development.<br>John Myers<br>US Chairman Emeritus<br>Appointed: October 2013<br>Role<br>John acts as US Chairman Emeritus.<br>Skills and experience<br>John will be stepping down from the ELT on<br>1 April 2025. John joined Rentokil Initial in<br>2008 as President and Chief Executive of<br>the Pest Control division in North America.<br>Previously, John held various senior<br>management roles at Cintas Corporation.<br>Prior to that, he was President and Chief<br>Executive at BioQuest LLC. John has a diverse<br>business background, with extensive sales,<br>marketing, and business strategy experience.<br>John is a Non-Executive Director of Strikepoint<br>Group Holdings, LLC.<br>96 Rentokil Initial plc<br>Annual Report 2024
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Mark Purcell<br>Chief Information Officer<br>Appointed: April 2019<br>Role<br>Mark ensures that a ‘safe and secure first’<br>approach is applied to Rentokil Initial’s global<br>IT systems and infrastructure. He works<br>alongside the regional and functional teams<br>to ensure that the IT strategy and investment<br>is aligned to business priorities.<br>Skills and experience<br>During his career at Rentokil Initial, Mark has<br>held a number of roles, including Global IT<br>Delivery Director, UK Hygiene and Textiles<br>IT Director, Pest Control and Ambius Division<br>IT Director, IT Director for UK & Rest of World,<br>and CIO Europe. Mark has significant<br>experience in business transformation, as well<br>as expertise in M&A integration. Prior to<br>Rentokil Initial, Mark held an executive officer<br>position in IT with the Civil Service.<br>Fabrice Quinquenel<br>Managing Director, Europe<br>Appointed: April 2024<br>Role<br>Fabrice oversees our businesses throughout<br>the Europe region.<br>Skills and experience<br>Fabrice was previously Managing Director,<br>France, Nordics & Poland. Having joined from<br>Hertz, he also has a wealth of experience<br>in fulfilling senior roles across different<br>jurisdictions, including as the Vice President<br>Sales International for Hertz in France.<br>Andrew Stone<br>Managing Director, Pacific<br>Appointed: September 2019<br>Role<br>Andrew oversees our businesses throughout<br>the Pacific region.<br>Skills and experience<br>Andrew joined Rentokil Initial in 2013 as<br>Finance Director, Pacific. Andrew has<br>extensive commercial, finance, and supply<br>chain experience and previously held several<br>senior finance and sales roles at Unilever<br>within Australasia. Andrew is a Certified<br>Practising Accountant.<br>Brian Webb<br>Chief Procurement and Sustainability Officer<br>Appointed: August 2019<br>Role<br>Brian leads the Global Procurement, Supply<br>Chain and Logistics functions, as well as being<br>responsible for product quality, safety, and<br>technical governance, and for driving the<br>environmental and sustainability agenda<br>across the Group.<br>Skills and experience<br>Brian joined Rentokil Initial in 2011 as Supply<br>Chain Director for Hygiene and Pest Control.<br>His career has included roles in design and<br>project engineering, production management,<br>and operations in the petrochemical, food,<br>beverage, and personal care sectors at global<br>companies including Sasol, SABMiller, Mars<br>Confectionery, and Sara Lee. Brian is a<br>Chartered Engineer.<br>Phill Wood<br>Managing Director, UK & Sub-Saharan Africa<br>Appointed: October 2013<br>Role<br>Phill oversees our businesses throughout<br>the UK & Sub-Saharan Africa region.<br>Skills and experience<br>Phill joined Rentokil Initial in 2006, holding<br>various senior Pest Control roles in Europe<br>before his appointment to lead the UK<br>businesses in 2009. Prior to joining Rentokil<br>Initial, Phill held management positions at<br>Lex Services/RAC plc, where he served for<br>15 years. Phill has extensive commercial<br>and business development experience.<br>He is a Chartered Management Accountant.<br>Brad Paulsen<br>Skills and experience<br>Brad stepped down from the ELT on<br>28 February 2025. Prior to joining Rentokil<br>Initial as CEO, North America, Brad was the<br>CEO of Rexel USA, and previously served<br>as Chief Operating Officer of HD Supply.<br>He spent more than nine years at The Home<br>Depot serving in various merchandising<br>leadership roles, and has previously served<br>as a Non-Executive Director for Dot Family<br>Holdings, the largest food industry<br>redistributor in North America.<br>Gary Booker<br>Skills and experience<br>Gary left the Company on 16 April 2024.<br>Gary’s career includes former CEO and<br>General Manager positions, as well as<br>strategy and innovation leadership roles for<br>several high-profile businesses, including<br>Dixons Carphone, where he was Chief<br>Marketing Officer and oversaw its Currys<br>and PC World brands; O2 (Telefónica) in the<br>UK; and Electronic Arts in San Francisco,<br>where he gained strong experience across<br>mobile and digital marketing. Prior to that,<br>Gary held senior roles at Dunlop Slazenger<br>and Unipart.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 97<br>Strategic Report Financial Statements Other Information
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Our Governance<br>Board and Committee attendance at scheduled meetings held in 2024<br>Board<br>Audit<br>Committee<br>Nomination<br>Committee<br>Remuneration<br>Committee<br>Chair and Executive Directors<br>Richard Solomons 8/8 5/52 3/3 4/42<br>Andy Ransom 8/8 5/52 3/32 4/42<br>Stuart Ingall-Tombs 8/8 5/52 – –<br>Non-Executive Directors<br>Brian Baldwin3 2/2 – 1/1 1/1<br>David Frear 6/8 – 2/3 4/4<br>Sally Johnson 8/8 5/5 3/3 –<br>Sarosh Mistry 8/8 – 2/3 3/4<br>John Pettigrew 8/8 5/5 3/3 –<br>Cathy Turner 8/8 – 3/3 4/4<br>Linda Yueh 8/8 5/5 3/3 4/4<br>A number of ad hoc online Board and Committee calls were held during 2024. Due to the short notice owing to the nature of business and the timing<br>of the calls, a minority of Board members’ prior commitments or their time zone prevented them from attending. They received and reviewed the<br>papers for the calls, and their comments were communicated to the Chair in advance.<br>2. Although not a Committee member, attended by invitation.<br>3. Brian Baldwin was appointed on 1 October 2024.<br>42–53 30%<br>54–63 60%<br>64–73 10%<br>Asian/Asian<br>British 20% (2)<br>White British<br>or other<br>White 70% (7)<br>Prefer not<br>to say 10% (1)<br>Finance 40%<br>Economics 25%<br>Legal 15%<br>HR 10%<br>Management 10%<br>Independent<br>Non-Executive<br>Directors 70% (7)<br>Executive<br>Directors 20% (2)<br>Non-Executive<br>Chair 10% (1)<br>Gender<br>Ethnicity Nationalities1<br>Independence<br>Brian Baldwin 3 months<br>Sally Johnson<br>Sarosh Mistry<br>John Pettigrew<br>Richard Solomons<br>Cathy Turner<br>1 year 9 months<br>7 years 0 months<br>3 years 9 months<br>5 years 10 months<br>4 years 9 months<br>Linda Yueh 7 years 2 months<br>David Frear 2 years 3 months<br>Age of Directors Professional background Non-Executive Directors’ tenure<br>Find out more: Meetings and attendance, page 99<br>Snapshot of our Board at 31 December 2024<br>7 4 1<br>UK USA India<br>Female 30% (3)<br>Male 60% (6)<br>Prefer not<br>to say 10% (1)<br>1. Sarosh Mistry has dual Indian and US nationality.<br>Linda Yueh has dual US and UK nationality.<br>98 Rentokil Initial plc<br>Annual Report 2024
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Board composition<br>The Board currently has ten members,<br>comprising a Non-Executive Chair, two<br>Executive Directors, and seven Non-Executive<br>Directors, whose key responsibilities are set<br>out on page 103. They receive advice and<br>support from the Group General Counsel &<br>Company Secretary. Full details of the Board<br>members who served during 2024, and in<br>2025 to the date of this report, are on pages<br>94 and 95.<br>Non-Executive Directors have regular<br>opportunities to meet members of the ELT and<br>other members of senior management. The<br>Board meets during the year without executive<br>management present to facilitate discussion<br>and raise issues. In 2024, the Board met twice<br>without management present.<br>The Nomination Committee, comprising all<br>the independent Non-Executive Directors<br>and chaired by the Chair of the Board, is<br>responsible for managing the appointment<br>process, as part of a formal, rigorous, and<br>transparent procedure for appointing<br>Directors.<br>Brian Baldwin joined as a Non-Executive<br>Director on 1 October 2024, and became a<br>member of the Nomination Committee and<br>Remuneration Committee on that date. Paul<br>Edgecliffe-Johnson joined as Chief Financial<br>Officer on 1 January 2025, succeeding Stuart<br>Ingall-Tombs, who stepped down from the<br>Board on 31 December 2024. Details of the<br>recruitment processes undertaken for Brian<br>and Paul can be found on page 124.<br>Further information on appointment and<br>succession planning is provided in the<br>Nomination Committee Report on pages 124<br>and 125.<br>The Board keeps its membership, and that<br>of its Committees, under review in order<br>to maintain an ongoing and appropriate<br>balance of skills and experience. In 2024,<br>the Nomination Committee undertook a skills<br>review, which informed its decision to search<br>for an additional US-based Non-Executive<br>Director, as announced in the Q3 Trading<br>Update on 17 October 2024.<br>The Board considers that it and its Committees<br>have an appropriate composition to discharge<br>their duties effectively.<br>Meetings and attendance<br>The Board met for eight scheduled meetings<br>during the year, plus a number of additional<br>unscheduled meetings and update calls of the<br>Board and of relevant committees to consider<br>urgent business, including the Trading Update<br>published on 11 September 2024, and<br>appointments to the Board. A committee<br>of the Board met four times to consider<br>the release of financial results and trading<br>updates. The membership and attendance<br>at scheduled Board and Committee meetings<br>during 2024 is shown opposite, on page 98.<br>In their continued constructive challenges to<br>the executive team and senior management<br>at Board and Committee meetings, the<br>Non-Executive Directors reflect their ongoing<br>independence.<br>The Board has determined that all our<br>Non-Executive Directors are independent and<br>have retained their independence of character<br>and judgement. In coming to this conclusion,<br>the Board has taken into account the identified<br>indicators of potential non-independence as<br>set out in the Code. No Director took part<br>in the Board’s consideration of their own<br>independence. The Chair was considered<br>independent on appointment. You can find<br>details of the Directors’ share interests in the<br>Company in the Directors’ Remuneration<br>Report on page 140. No current Non-Executive<br>Director has served on the Board for longer<br>than nine years. You can see the length of<br>tenure for each Director opposite, on page 98.<br>The Nomination Committee gave<br>consideration to Brian’s independence given<br>his role at Trian Fund Management L.P.,<br>subsequently concluding that it would not<br>impede his independence to the Board.<br>We consider and address any potential<br>conflicts of interest before any new external<br>Board appointment. All potential conflicts are<br>submitted to the Board for consideration and,<br>as appropriate, authorised in accordance with<br>our articles of association and the Companies<br>Act 2006. Details of these are recorded in a<br>register of conflicts, which the Nomination<br>Committee reviews in full annually. No material<br>conflicts have been declared when requested<br>at each meeting.<br>During the year, David Frear and Sarosh Mistry<br>were unable to join a small number of<br>meetings due to conflicting commitments<br>which could not be rearranged.<br>While we endeavour to avoid conflicts with<br>other commitments of Board members by<br>setting our calendar up to three years in<br>advance, it is sometimes impossible to avoid.<br>Where David and Sarosh were unable to<br>attend meetings, they received the papers<br>in advance of the meetings and the Chair or<br>Committee Chair sought their views ahead of<br>the meetings. They received the minutes and<br>were briefed on the outcomes of the meetings.<br>We believe that all Directors have sufficient<br>capacity to perform their roles effectively.<br>External commitments<br>All Directors may accept positions on other<br>boards if they can demonstrate that the<br>additional commitments will not compromise<br>their time commitment with us or represent<br>a conflict of interest. Any new external<br>appointment must be approved by the Board,<br>who give due consideration to the nature of<br>the appointment and the anticipated time<br>commitment. The significant external<br>commitments of the Directors can be found in<br>their biographies on pages 94 and 95.<br>We consider significant appointments (as<br>referred to in Provision 15 of the Code) to be<br>either a role with a listed company or a role<br>with a time commitment equal to or greater<br>than their time commitment with us. Currently,<br>Non-Executive Directors are required to<br>commit to us at least 20 days a year, and the<br>Chair an average of two days a week. In 2024,<br>the Board considered and approved certain<br>educative and advisory appointments, which<br>did not require a significant time commitment<br>of the Directors. There were no significant<br>external appointments considered and<br>approved by the Board during 2024.<br>We monitor, in line with published investor<br>guidance, the issue of Board Directors<br>becoming over-committed by taking on too<br>many potentially significant positions<br>(otherwise referred to as ‘overboarding’), and<br>the need to remain flexible to deal with<br>unforeseen circumstances.<br>The fact that some of the members of the<br>Board hold multiple non-executive positions<br>has not presented any problems regarding<br>their ability to manage potentially competing<br>demands for their time. In addition to<br>published investor guidance, the Board<br>considers a Director’s time commitment in<br>aggregate and takes into account whether<br>a Non-Executive Director holds any executive<br>appointments.<br>Independence<br>The independence of Directors is considered<br>on their appointment, and subsequently<br>reviewed as part of the individual Director<br>performance evaluation process annually<br>to ensure all Non-Executive Directors retain<br>necessary independence of judgement.<br>Induction:<br>Brian Baldwin<br>Brian joined the Board as a Non-Executive<br>Director on 1 October 2024.<br>Brian had a comprehensive induction<br>programme, covering a wide range of<br>areas across the business.<br>He met with the Senior Independent<br>Director and Committee Chairs individually,<br>to provide a greater understanding of the<br>priorities of the Board and its Committees,<br>and their respective responsibilities.<br>Brian also met with the Heads of our<br>Corporate Functions, in which he received<br>an overview as to their business areas,<br>subject matter expertise, Company culture,<br>and values.<br>In November, Brian visited our recently<br>opened Innovation Centre in Dallas,<br>where he was introduced to a number<br>of our colleagues working directly<br>with customers, and in research and<br>development. During this trip he met with<br>our North America Leadership Team, and<br>joined one of our technicians for a<br>‘ride-along’, visiting customers in Dallas.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 99<br>Strategic Report Financial Statements Other Information
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In accordance with the Code, the Directors are<br>subject to annual re-election by shareholders.<br>The Board intends to submit each director for<br>election or re-election at the AGM in May<br>2025 for approval by shareholders. Details on<br>the Directors’ contributions to the Board can<br>been seen in their biographies on pages 94<br>and 95, and details of our 2025 AGM can be<br>seen on page 112.<br>Induction and training<br>The Chair, supported by the Nomination<br>Committee through its review of the skills,<br>knowledge, and experience of the Board,<br>leads the training and development of<br>Directors.<br>The Chair and Group General Counsel &<br>Company Secretary prepare a detailed<br>induction for each new Director. This is<br>tailored to the role of the new Director and<br>accounts for their existing knowledge and<br>experience.<br>The induction programme includes a series of<br>meetings, beginning before the Director joins<br>the Board and running for several months.<br>These one-to-one meetings are arranged<br>with the Chair and existing Non-Executive<br>Directors, the Chief Executive and Chief<br>Financial Officer, members of the ELT, and the<br>Group General Counsel & Company Secretary,<br>along with other members of senior<br>management. They are also introduced to and<br>given access to the Company’s external<br>advisers (auditor, legal advisers, and brokers).<br>Board members also receive key Company<br>policies and procedures and governance<br>information, the Group structure, analysis of<br>the Company’s key shareholders and share<br>capital, recent analyst notes, minutes and<br>papers from the recent Board and relevant<br>Committee meetings, including the most<br>recent strategy meeting, and guidance on<br>the legal and regulatory responsibilities for<br>a Director of a UK and US publicly listed<br>company.<br>Directors are also encouraged to undertake<br>the same online induction modules as other<br>new colleagues on our online learning and<br>development platform (U+), on key compliance<br>subjects such as our Code of Conduct,<br>anti-bribery and corruption, competition law,<br>information security and privacy, inside<br>information, and conflicts of interest.<br>Between 12 and 18 months after their<br>appointment, Directors are asked to complete<br>a questionnaire to provide feedback on the<br>induction process. This allows us to assess the<br>effectiveness of the induction and any training<br>provided, to identify any areas of<br>improvement, and to highlight any further<br>development needs.<br>All Directors receive training on topics of<br>importance for the Company. Briefings and<br>training are incorporated into the annual Board<br>agenda. To help facilitate the ongoing<br>development of Directors, details of externally<br>facilitated events and training are also<br>circulated periodically.<br>During the year, the Chair led a review of the skills and experience of the Board, where<br>Directors rated their experience and expertise, and the experience and expertise of the<br>Board as a whole. A 10-point rating scale was used for the individual ratings, whereby each<br>Director indicated their level of experience and expertise in each area based on a set of<br>descriptors for each level. Scoring under five indicated little or no recent experience and<br>expertise, and scoring closer to 10 indicated recent and senior experience. The skills matrix<br>below details the average of the individual ratings for the respective skills.<br>The Board and Nomination Committee used the skills review to identify areas to focus upon<br>when considering succession planning for the Board, and to identify topics for the ongoing<br>training and development of the Board.<br>The Board identified US experience and marketing/brands expertise as core areas for<br>training and succession. The Board’s US experience was bolstered in 2024 with the<br>appointment of Brian Baldwin, and it is intended to further enhance the skills of the Board as<br>announced in the 2024 Q3 Trading Statement, with a recruitment process ongoing for a<br>Non-Executive Director with specific experience in US network-based services industries<br>and/or business-to-consumer digital marketing. We also strengthened the North America<br>Leadership Team, with the appointment of Rebecca Charles as Chief Marketing Officer for<br>North America. The Board received a deep dive in October 2024 on the impact of marketing<br>on North American performance and growth.<br>Further details on succession planning may be found in the Nomination Committee Report<br>on page 124.<br>Skills of Directors<br>Environment, Health & Safety Understanding of environmental, corporate social responsibility,<br>community issues, global external reporting standards, and the relationship between sustainability<br>and corporate strategy.<br>Executive Leadership Experience as a Board member or executive.<br>Finance Experience as an executive or senior management in financial accounting and reporting.<br>Governance Experience as an executive or senior management in a large company subject to<br>rigorous governance, legal and regulatory standards, and of considering the interests of different<br>stakeholder groups.<br>Marketing/Brands Experience as an executive or senior management in consumer marketing/brands<br>management.<br>Remuneration Experience serving on a remuneration committee and/or as an executive or senior<br>management in relation to global remuneration programmes.<br>Risk Experience at Board, executive, or senior management level of the identification, evaluation, and<br>prioritisation of risks.<br>Strategy and M&A Experience developing and implementing a successful strategy for a large<br>company and/or with significant corporate transactions.<br>Technology and digital Experience at Board, executive, or senior management level of digital<br>transformation and/or an understanding of new and established technologies.<br>UK listed company experience Experience as a Board member or executive in a company listed in<br>the UK.<br>US listed company experience Experience as a Board member or executive in a company listed in<br>the US.<br>Environment, Health & Safety<br>Executive Leadership<br>Finance<br>Remuneration<br>Risk<br>Governance<br>Marketing/Brands<br>Strategy and M&A<br>Technology and digital<br>UK listed company experience<br>US listed company experience<br>7.2<br>8.8<br>8.1<br>9.6<br>9.2<br>8.5<br>8.1<br>7.9<br>6.8<br>6.0<br>7.0<br>Our Governance<br>continued<br>100 Rentokil Initial plc<br>Annual Report 2024
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Compliance with the 2018 UK Corporate Governance Code<br>For the year ended 31 December 2024, we<br>have applied the principles and complied with<br>all of the provisions of the 2018 UK Corporate<br>Governance Code (the Code).<br>Our application of the Code’s principles and its<br>compliance with the supporting provisions<br>during the year is evidenced throughout the<br>Annual Report. We have set out below an<br>overview of how we have applied the principles<br>of the Code over the 2024 year, with links to<br>relevant sections in the report.<br>A revised Code was published by the FRC in<br>January 2024, and applies from the financial<br>year beginning 1 January 2025. In 2024, the<br>Board reviewed the revised Code, considered<br>the steps necessary to address the changes to<br>corporate governance and corporate reporting<br>provided for in the new Code, and adoption<br>of new steps and procedures to enable<br>compliance with the new 2024 Code.<br>The full text of the Code is available on the<br>FRC’s website at frc.org.uk.<br>Statement of application of<br>Code principles<br>1. Board leadership and Company<br>purpose<br>A. The role of the Board<br>The biographies of our Directors are outlined<br>on pages 94 to 95, and include details as to<br>their respective skills and experience.<br>The Board promotes the long-term sustainable<br>success of the Company through the decisions<br>it takes about the services, customers, and<br>markets in which the Group operates, and<br>maintains a dividend policy to share the<br>value generated by these operations with<br>shareholders. The Group’s business model<br>is explained on pages 22 and 23 and the<br>Group’s strategic priorities and its strategic<br>enablers are outlined on page 12.<br>B. Purpose, values, and culture<br>Our mission, vision, and values are described<br>on page 2, and our culture is summarised<br>on page 5. An outline of the Board’s ongoing<br>monitoring of the Company’s values and<br>culture is provided on page 109.<br>C. Resources and controls<br>The Risk and Uncertainties section on pages<br>83 to 89 details the Group’s principal risks, and<br>our risk management framework. The Board’s<br>review of the risk management framework<br>is outlined on page 120.<br>The Board has a formal system in place for<br>Directors to declare a conflict, or potential<br>conflict of interest, as summarised on page 123.<br>D. Stakeholder engagement<br>Our key stakeholders are set out on pages 110<br>to 113, with the section 172(1) statement,<br>on how Directors have had regard to<br>stakeholders when discharging their duties,<br>being found on page 81.<br>On page 107, we have included examples<br>of how the Board considers the views of our<br>key stakeholders in its decision-making.<br>E. Workforce policies and practices<br>The Company’s Code of Conduct sets out<br>our values and the standards of behaviour<br>expected from all colleagues. The Code of<br>Conduct also provides guidance on Speak Up,<br>the Company’s whistleblowing facility. Further<br>details can be found on page 120.<br>2. Division of responsibilities<br>F. Role of the Chair<br>The responsibilities of the Chair of the Board,<br>Richard Solomons, are defined on page 103.<br>G. Board composition and division of<br>responsibilities<br>At least half of the Board, excluding the Chair,<br>are considered independent. Full details are<br>provided on page 99.<br>The responsibilities of the Executive and<br>Non-Executive Directors are described on<br>page 103.<br>H. Role of the Non-Executive Directors<br>The current significant external commitments<br>of each of the Directors are included in the<br>Board biographies on pages 94 to 95. The<br>Board’s approach to assessing external<br>commitments, including those considered<br>during the year, can be found on page 99.<br>A table detailing the number of Board, Audit,<br>Nomination, and Remuneration Committee<br>meetings held in 2024, and Director<br>attendance at those meetings, is provided<br>on page 98.<br>I. Board policies, processes, information,<br>time, and resources<br>The Group General Counsel & Company<br>Secretary works with the Chair of the Board,<br>the Chairs of the Committees, the Chief<br>Executive, and other members of<br>management to ensure that the Board has<br>the policies, processes, information, time,<br>and resources it needs in order to function<br>effectively and efficiently.<br>3. Composition, succession,<br>and evaluation<br>J. Appointments to the Board<br>The Nomination Committee (which comprises<br>all the Non-Executive Directors and the Chair)<br>is responsible for succession planning for, and<br>recommending candidates for appointment to,<br>the Board.<br>K. Board skills, experience, and knowledge<br>The key skills and experience of each of the<br>Directors are included in the Board<br>biographies on pages 94 and 95. In 2024, the<br>Nomination Committee undertook a skills<br>matrix review, the results of which are included<br>on page 100.<br>L. Board evaluation<br>Following the external review in 2023, the<br>Board undertook an internally facilitated<br>review in 2024, in line with the Code.<br>The outcomes, and a review of the 2023<br>actions, are described on page 108.<br>4. Audit, risk, and internal control<br>M. Independence and effectiveness of<br>internal and external auditors<br>The Audit Committee is responsible for<br>reporting to the Board on a range of matters<br>concerning audit, risk, and internal controls.<br>For more information about the role and work<br>of the Audit Committee, the external auditor,<br>and the Internal Audit team, see the Audit<br>Committee Report, from page 114.<br>N. Fair, balanced, and understandable<br>assessment<br>The Board’s approach to ensuring reporting is<br>fair, balanced, and understandable is detailed<br>on page 118.<br>The Directors’ statement on ‘fair, balanced,<br>and understandable’ can be found on<br>page 238.<br>O. Risk and internal control<br>Our approach to risk management and internal<br>control, together with the Group’s principal<br>risks, is set out on pages 83 to 89.<br>The Board and Audit Committee oversight of<br>the risk management and the internal control<br>framework is summarised on pages 120<br>and 121.<br>5. Remuneration<br>P. Remuneration Policy and practices<br>The Remuneration Committee is responsible<br>for determining remuneration policies and<br>practices which support the strategy and<br>promote the long-term sustainable success<br>of the Group. For more information about the<br>work of the Remuneration Committee, see the<br>Directors’ Remuneration Report from page 127.<br>Q. Executive remuneration<br>The current Directors’ Remuneration Policy<br>was approved by shareholders at our AGM in<br>May 2024. A copy of the policy can be found<br>on our website at www.rentokil-initial.com/<br>investors/governance/board-committees.<br>Details of how the policy was applied during<br>2024 and how the Remuneration Committee<br>has undertaken its duties can be found in<br>the Directors’ Remuneration Report on<br>pages 127 to 153.<br>R. Independent judgement and discretion<br>The Remuneration Committee determines<br>remuneration outcomes for the Executive<br>Directors and other members of senior<br>management, and in so doing exercises<br>independent judgement and discretion<br>in the context of Company performance<br>and individual performance and the wider<br>circumstances, as appropriate. No Director<br>or member of management is involved in<br>determining their own pay.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 101<br>Strategic Report Financial Statements Other Information
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Governance framework<br>A strong system of governance throughout the Group is essential to achieving our mission and delivering our strategy. The Board reserves certain<br>responsibilities, with specific responsibilities delegated to the Board Committees, and the day-to-day management of the Group delegated to the<br>Chief Executive, who is supported by the Executive Leadership Team (ELT). This governance framework provides the Board with confidence that the<br>appropriate decisions are taken at the appropriate levels, and further allows the Board to ensure it meets its obligations to our shareholders and<br>other stakeholders.<br>Audit Committee<br>Provides effective financial governance and<br>oversees the Group’s financial and narrative<br>reporting, risk management, and internal<br>control environment, and the external and<br>internal audit process.<br>Nomination Committee<br>Ensures the correct balance, structure, and<br>composition of the Board and its<br>Committees, and reviews Board and<br>executive succession planning, talent<br>programmes, and diversity and inclusion.<br>Remuneration Committee<br>Reviews and agrees with the Board the<br>remuneration framework, determines the<br>remuneration packages of the Executive<br>Directors and senior management, and<br>considers workforce remuneration<br>arrangements.<br>The Board<br>The Board’s role is to set the strategy to create sustainable, long-term value for shareholders and other stakeholders. It governs within a<br>framework of prudent and effective controls that enable it to manage and assess risk. The Board strives to operate in a constructive, ethical,<br>and transparent manner at all times, and to set the tone for the rest of the business.<br>Matters reserved for the approval of the Board are set out in writing and reviewed periodically. They are available to view on our website.<br>Chief Executive and the ELT<br>The Board delegates the execution of the Company’s strategy and the day-to-day management of the business to the Chief Executive. The<br>Chief Executive cascades authority to the ELT and wider management team through a documented Group Authority Schedule, which the<br>Board reviews annually. The ELT also manages ESG matters.<br>INFORMING<br>INFORMING<br>INFORMING<br>REPORTING<br>REPORTING<br>REPORTING<br>Board Committees<br>Disclosure Committee<br>Comprising the Chief Executive,<br>Chief Financial Officer, Group<br>Financial Controller, and Group<br>General Counsel & Company<br>Secretary, the Disclosure<br>Committee supports the<br>Board’s responsibility for the<br>accuracy and timeliness of<br>external disclosures and<br>compliance with the Market<br>Abuse Regulation. Details of its<br>meetings and decisions are<br>reported to the Audit<br>Committee.<br>Treasury Committee<br>Comprising the Chief Financial<br>Officer, Group Treasurer, and<br>Group Financial Controller, it<br>reviews and approves the<br>capital structure and financing<br>strategy, as well as risk and<br>cash management.<br>Group Risk Committee<br>Comprising the Chief Financial<br>Officer and six other functional<br>executives, the Group Risk<br>Committee reviews the internal<br>control environment and<br>emerging risks, and considers<br>internal policies and procedures<br>for identifying, assessing, and<br>reporting risks, meeting<br>quarterly. Details of its<br>discussions are reported to the<br>Audit Committee.<br>Investment Committee<br>Comprising the Chief Executive,<br>Chief Financial Officer, Group<br>Financial Controller, and Group<br>General Counsel & Company<br>Secretary, the Investment<br>Committee reviews and<br>approves investments below<br>the threshold requiring Board<br>approval, including M&A, and<br>expenditure on property and<br>environmental remediation. It<br>also conducts post-acquisition<br>reviews of completed M&A<br>transactions and reviews<br>material litigation quarterly.<br>Our Governance<br>continued<br>Find out more: Key activities during 2024,<br>pages 104 to 106<br>Find out more: Strategic Priorities,<br>pages 12 to 19<br>Find out more: Board biographies,<br>pages 94 and 95<br>Find out more, pages 114 to 121 Find out more, pages 122 to 126 Find out more, pages 127 to 153<br>Find out more: Q&A with our Chief Executive,<br>pages 8 to 11<br>Find out more: Executive Leadership Team biographies,<br>pages 96 and 97<br>Management Committees<br>Operating under authority delegated by the Board to the Chief Executive and Chief Financial Officer, these Committees each have<br>specific remits and authority to approve decisions within set limits approved by the Board.<br>102 Rentokil Initial plc<br>Annual Report 2024
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Division of responsibilities<br>The Board has collective responsibility for the governance of the Company, using clear authority and reporting governance structures to undertake<br>its duties as set out on page 102. This clear division of responsibilities enables the Board to operate effectively, fulfil its responsibilities, and provide<br>valuable oversight. The responsibilities of the Board members are set out below. The pro-forma appointment letters for a Non-Executive Director<br>and the Chair of the Board are also available on our website.<br>Chair of the Board<br>Richard Solomons<br>• Leading the effective operation and<br>governance of the Board<br>• Setting the Board agenda, including<br>discussing issues of strategy,<br>performance, accountability, risk,<br>and sustainability<br>• Demonstrating objective judgement,<br>and providing constructive challenge<br>to management<br>• Facilitating active engagement by all<br>Directors<br>• Setting clear expectations on culture,<br>values, and behaviour<br>• Ensuring effective communication with<br>shareholders and other stakeholders<br>• Leading the annual evaluation of the<br>performance of the Board and Chief<br>Executive<br>Senior Independent Director<br>John Pettigrew<br>• Leading the Non-Executive Directors in<br>the annual appraisal of the Chair of the<br>Board<br>• Working with the Chair on the<br>effectiveness of the Board<br>• Providing an alternative channel of<br>communication for investors, primarily<br>on corporate governance matters<br>• Being a sounding board for the<br>Chair of the Board<br>• Chairing the Nomination Committee<br>when it is considering succession<br>to the role of Chair of the Board<br>Chief Executive<br>Andy Ransom<br>• Ensuring effective leadership and<br>day-to-day running of the Company<br>• Recommending and executing strategies<br>and strategic priorities<br>• Managing operational and financial<br>performance, including monthly<br>performance reviews with all regions,<br>and identifying and managing risks to<br>achieving the strategy<br>• Keeping the Chair and Board appraised<br>of any key matters<br>• With the Chief Financial Officer,<br>explaining the Company’s performance<br>to shareholders and other stakeholders<br>• Reviewing the organisation structure,<br>including executive management<br>capability, development, and planning<br>for succession<br>• Overall development of Group policies<br>and the communication of the Company’s<br>mission, vision, and values<br>• Promoting the Company’s responsible<br>business and ESG agenda<br>Independent Non-Executive Directors<br>Brian Baldwin, David Frear, Sally Johnson,<br>Sarosh Mistry, Cathy Turner, Linda Yueh<br>• Contributing independent challenge<br>and rigour<br>• Providing external experience and<br>knowledge to the Board’s agenda<br>• Assisting in the development of the<br>Company’s strategy<br>• Ensuring the integrity of financial<br>information, internal controls, and risk<br>management processes<br>• Monitoring the performance of the<br>Executive Directors to agreed goals<br>and objectives<br>• Advising and being a sounding board<br>for Executive Directors and members<br>of the ELT<br>• Performing their Committee<br>responsibilities<br>Chief Financial Officer<br>Paul Edgecliffe-Johnson<br>• Supporting the Chief Executive in<br>developing and implementing strategy<br>• Supporting the Chief Executive in<br>managing the operational and financial<br>performance of the Group<br>• With the Chief Executive, explaining<br>performance to shareholders and other<br>stakeholders<br>• Presenting and reporting accurate and<br>timely historical financial information<br>• Recommending appropriate financing,<br>tax, and treasury arrangements<br>Company Secretary<br>Rachel Canham<br>• Assisting the Chair in developing the<br>Board calendar and agendas<br>• Ensuring that the Board has the policies,<br>processes, information, time, and<br>resources it needs in order to function<br>effectively and efficiently<br>• Assisting the Chair and Senior<br>Independent Director in their evaluation<br>of the Board’s effectiveness<br>• Advising the Board and its Committees<br>on governance matters, and managing<br>effective corporate governance and<br>compliance arrangements for the Board<br>• Facilitating Board induction and<br>development programmes<br>• Facilitating Board engagement with<br>the business and key stakeholders<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 103<br>Strategic Report Financial Statements Other Information
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Our Governance<br>continued<br>The Board monitors the Group’s performance<br>against its strategy, as defined at the annual<br>strategy review sessions, throughout the year.<br>Strategy updates provided to the Board<br>include reports by the Chief Executive at each<br>scheduled Board meeting, which among<br>other things include an overview of health<br>and safety results, operational business<br>performance, investor relations, M&A, external<br>insights, and people matters. The Board also<br>receives performance management reports<br>from the Chief Financial Officer, which include<br>information on our financial and non-financial<br>key performance indicators (KPIs), and the<br>outcome of regional business and functional<br>reviews.<br>The Board’s annual strategy session was held<br>over two days in October and November and<br>gave the Board the opportunity to conduct a<br>comprehensive review of the Group’s medium-term strategic plan. The event consisted of<br>presentations on the key strategic issues for<br>the Group. This included an update on our<br>growth model for North America, the RIGHT<br>WAY 2 plan, which focused on our customers,<br>in particular their retention and acquisition,<br>and an update on the integration of Terminix,<br>Board activities 2024<br>In order to discharge responsible leadership and optimise the breadth<br>of Board oversight, the Board conducts discussions at formal meetings<br>facilitated by carefully structured agendas which are agreed in advance<br>with the Chair, in conjunction with the Chief Executive and Group<br>General Counsel & Company Secretary.<br>A review of safety, health, and environment performance is the first item<br>on the agenda at scheduled meetings. The Chairs of our Board<br>Committees also provide verbal reports on the proceedings of those<br>meetings, highlighting key discussion points and particular concerns<br>for the Board’s attention. Other standing agenda items comprise reports<br>on operational and financial performance, and legal and governance<br>updates. Details of the key matters receiving Board attention at<br>meetings in 2024 are set out below.<br>As an acknowledgement of the value of understanding the views of our<br>stakeholders and their importance in the ability to deliver our strategy<br>and purpose, the Board takes into account the Group’s key stakeholders<br>and their diverse perspectives as part of the Board’s discussions.<br>Examples of this approach in relation to certain principal decisions<br>taken by the Board during the year can be found on page 107.<br>which detailed synergy delivery and explored<br>potential medium-term opportunities. The<br>presentations on our international business<br>included the pursuit of organic growth through<br>digital and innovation in our Pest Control<br>business, and the broader strategy for the<br>Hygiene & Wellbeing business. The Board also<br>received a corporate finance update, which<br>focused on our M&A activity, and a financial<br>update on the medium-term strategic plan.<br>During 2024, the Board undertook regional<br>deep dives with the management teams for<br>North America, Europe, Latin America, Asia &<br>MENAT, and the UK & Sub-Saharan Africa<br>regions. These sessions provide an overview<br>of operational performance and future<br>strategy for the relevant region, and highlight<br>specific areas of progress or challenge. They<br>also allow the Board the opportunity to gain<br>further knowledge and engage with the<br>leadership team in the region on particular<br>areas of focus. One of the reviews of our North<br>America business took place as part of the<br>Board’s overseas visit to Dallas in June 2024.<br>More details can be found below.<br>In May and October, the Board considered the<br>Group’s sustainability strategy, including the<br>steps being taken towards achieving the net<br>zero target by 2040 and the progress of<br>regional sustainability plans to achieve agreed<br>targets by 2025 (see the Responsible<br>Business section on pages 63 to 80 for more<br>information).<br>The Head of Investor Relations presented to<br>the Board in June on the Investor Relations<br>function, the composition of the Company’s<br>share register, and planned investor<br>engagement activities. The Board also<br>discussed the Company’s ADR programme<br>and the key areas of focus for investors. The<br>key insights of an investor survey undertaken<br>by Makinson Cowell (an external consultancy<br>firm), which had been commissioned to<br>conduct a perception study of the Company’s<br>largest shareholders, with feedback obtained<br>from 23 institutional investors, were discussed<br>at the July meeting.<br>Customer and supplier contracts over an<br>agreed threshold are also reviewed and<br>approved by the Board. In 2024, these<br>included a product supply contract and<br>vehicle supply contract.<br>Delivering<br>organic<br>growth in<br> North<br>America<br>Executing the<br>integration<br>of Terminix<br>into our<br>North<br>American<br>operations<br>Growing our<br>global Pest<br>Control<br>business<br>through<br>innovation<br>and digital<br>Building<br>our global<br>Hygiene &<br>Wellbeing<br>business<br>Capital<br>allocation<br>opportunities<br>for value<br>creation<br>Colleagues Shareholders Customers Communities Suppliers<br>Key to strategic priorities:<br>Key to stakeholder groups:<br>1 2 3 4 5<br>Strategy<br>North America<br>site visit<br>In June 2024, the Board travelled to Dallas to<br>hold a Board meeting and strategic sessions<br>with the North America Leadership Team.<br>The visit allowed the Board to review the<br>Group’s strategic performance and outlook in<br>the region, including the progress made with<br>the integration of the Terminix business. The<br>meetings, which were held over three days,<br>included an in-depth review of US Pest<br>Control customers, an update on organic<br>sales growth in North America, an overview<br>of the North American pest control market,<br>an update on the integration of Terminix,<br>an overview of our talent programme in<br>North America and succession plans for the<br>leadership team, and a presentation on our<br>innovation roadmap.<br>The Board also attended the opening of<br>the Innovation Centre, our new centre for<br>innovation in North America. The visit<br>included a demonstration of a number of<br>recently introduced products and certain<br>products in development and in testing.<br>It also provided the Board with an opportunity<br>to meet with colleagues from across our<br>businesses.<br>1 2 3 4 5<br>104 Rentokil Initial plc<br>Annual Report 2024
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A review of safety, health, and environment<br>(SHE) performance is the first item on the<br>agenda of each scheduled Board meeting –<br>a practice mirrored at our ELT meetings. The<br>Board receives updates from management on<br>health and safety performance, including KPIs,<br>and consideration of any major incidents<br>during the period, identifying any root causes<br>and actions or learnings as a result. Further<br>details on colleague safety can be found in the<br>Responsible Business section on page 65.<br>An update on the Group’s Lost Time Accident<br>(LTA) and Working Days Lost (WDL) KPIs (see<br>page 65) is provided in each SHE presentation<br>to the Board.<br>During the year, the Board received updates<br>from the Group HR Director on colleague<br>retention, workforce engagement, and culture.<br>This included an overview of the external<br>employment landscape, an update on our<br>Employer of Choice programme, and a<br>summary of the enhancements being made to<br>the Group’s talent and career development<br>initiatives. In December, the Board also<br>explored a deep dive of progress against the<br>actions arising from the 2023 colleague<br>survey. The survey, which is undertaken every<br>two years, is one of the principal methods for<br>both senior management and the Board to<br>understand the main areas of focus for our<br>people, and to identify potential opportunities<br>for improvement.<br>In addition, twice a year, the Board reviews our<br>SHE leading indicators. There are three<br>leading indicators that focus on our more<br>hazardous activities, such as fumigation, which<br>are consistently measured across the Group,<br>and two leading indicators that focus on<br>compliance with key safety training.<br>In July, the Board received presentations on<br>safety and occupational health, and health<br>and wellbeing. This session was designed to<br>specifically focus on the health element of<br>SHE, with consideration given to the Group’s<br>Pink Notes, which outline the procedures to be<br>followed for all new and high-risk activities,<br>and the wellbeing initiatives under way across<br>the Group.<br>The Board also receives regular updates from<br>the Chief Executive on any changes to senior<br>management. In 2024, Sarah Sergeant<br>succeeded Kris Hampson as the Group<br>Financial Controller, and Fabrice Quinquenel<br>joined the ELT.<br>Succession planning for the North America<br>leadership team was also a major focus during<br>the year, with Aaron Coley succeeding Jason<br>Coyle as CFO, North America in December<br>2024.<br>In February 2025, the Board approved the<br>Company’s Gender Pay Report as required<br>by the Equality Act 2010 (Gender Pay Gap<br>Information) Regulations 2017.<br>Throughout the year, the Board discussed<br>the Group’s broader sustainability strategy,<br>including the environmental initiatives in<br>progress across the Group. The Board also<br>considered updates on the stakeholder<br>landscape from an ESG perspective and ESG<br>reporting requirements. In 2024, we continued<br>to prepare the Group for the enhanced<br>reporting required under the Corporate<br>Sustainability Reporting Directive (CSRD)<br>(see the Responsible Business section on<br>page 80 for more information).<br>We continue to have no material gender pay<br>gap between women and men, and are<br>making progress in building our female<br>representation in senior management roles.<br>Safety, health, and environment<br>People<br>Governance and compliance<br>The Board received recommendations<br>from the Nomination Committee on the<br>appointment or reappointment of Directors<br>during 2024, including the appointments of<br>Brian Baldwin as a Non-Executive Director and<br>Paul Edgecliffe-Johnson as Chief Financial<br>Officer, as set out on pages 124 and 125.<br>The Board reviews its effectiveness annually<br>and in 2024 work was undertaken to progress<br>the actions identified from the previous<br>internal review in 2023. The 2024 review<br>was internally facilitated, by means of a<br>questionnaire, with the themes discussed at<br>the Board meeting in January 2025 and the<br>actions arising from that review agreed at the<br>Board meeting in February 2025. Read more<br>on page 108.<br>Governance procedures and practices are<br>closely monitored by the Board, which also<br>has oversight of forthcoming governance<br>developments or regulatory changes,<br>supported by biannual briefings from the<br>Group General Counsel & Company Secretary.<br>In 2024, the Board spent time considering<br>the changes to the revised UK Corporate<br>Governance Code, the requirements<br>introduced by the Economic Crime and<br>Corporate Transparency Act 2023, and the<br>additional reporting requirements outlined<br>in the Corporate Sustainability Reporting<br>Directive. Other updates provided to the<br>Board related to climate reporting, the Listing<br>Rules, and SEC rules.<br>In December, the Board noted the revision<br>of various key Group policies, including the<br>Group Authority Schedule, and approved an<br>updated schedule of governance procedures<br>and practices, and the Committees’ terms<br>of reference.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 105<br>Strategic Report Financial Statements Other Information
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Our Governance<br>continued<br>The Board receives updates on current M&A<br>activity from the Chief Executive as part of<br>his report to the Board at each scheduled<br>meeting. Regular updates are also included<br>on the status of the M&A pipeline.<br>In 2024, the Group acquired 36 businesses.<br>When a transaction is of a significant size or<br>involves the Group entering a new territory or<br>business line, the business case is reviewed<br>and approved by the Board.<br>During 2024, the Board approved two<br>acquisitions. Further details of our M&A<br>activity can be found on page 48 and 49.<br>Twice a year, the Board undertakes a<br>post-investment review of acquisitions in<br>aggregate to evaluate the performance of<br>the total investment in acquisitions which<br>completed in the prior 12–30 months,<br>including the delivery against business<br>cases and execution of integration plans.<br>These continue to indicate ongoing rigour and<br>aggregate performance of the M&A strategy<br>against investment criteria and key metrics.<br>The Board monitors its competitors on an<br>ongoing basis through the Chief Executive’s<br>report and Investor Relations update, with a<br>specific discussion on our competitors also<br>taking place as part of the Board’s annual<br>strategy day.<br>At each meeting, the Chief Financial Officer<br>updates the Board on the financial<br>performance of the Group. The Board reviews<br>the reporting of the Group’s financial<br>performance, and approves the financial<br>results and associated regulatory<br>announcements.<br>The Board assessed the viability of the Group<br>over the next three-year period, the potential<br>impact of the principal risks, and stress-tested<br>financial forecasts for severe but plausible<br>scenarios. The Board approved the Viability<br>Statement (refer to page 90) and going<br>concern statement.<br>Having considered the Group’s dividend<br>policy and the financial performance of the<br>Group, the Board approved an interim<br>dividend for 2024 of 3.16p per share and is<br>recommending a final dividend for 2024 of<br>5.93p per share. This equates to a full-year<br>dividend of 9.09p per share, an increase<br>of 4.7% compared with 2023.<br>The Board reviews the Group’s capital<br>structure, including financing needs and<br>funding, as well as capital allocation<br>throughout the year. In February 2024,<br>the Board approved the issuance of two<br>million ordinary shares to satisfy the 2021<br>Performance Share Plan awards, which<br>vested in 2024. Further information on the<br>Company’s capital structure can be found<br>on pages 235 and 236.<br>The Board reviews the Group’s annual<br>operating plan each year, with a draft<br>considered in December and the final plan<br>approved early in the following year.<br>The Board also reviews the Company’s<br>treasury policy and tax strategy annually.<br>The treasury policy is designed to ensure<br>that the Group has sufficient liquidity and<br>manages financial risk as outlined in<br>Note C1 to the Financial Statements on<br>pages 196 and 197. The tax strategy is aligned<br>to our wider business strategy, in the belief<br>that this approach creates a responsible and<br>sustainable tax strategy that will strengthen<br>long-term shareholder value. The current tax<br>strategy, which was approved in October<br>2024, is available on the Company’s website.<br>Risk management and internal controls<br>effectiveness are considered by the Board<br>throughout the year as part of its review of<br>business strategy and performance, and in its<br>regular engagement and consultations with<br>executive management. The Audit Committee<br>and senior management also update the<br>Board and give it assurance that risks are<br>being identified, effectively managed,<br>and mitigated.<br>The Board reviewed the Speak Up process<br>and reports received in 2024, and considered<br>any thematic issues identified (refer to<br>page 120).<br>The Board undertook a review of the<br>effectiveness of the Group’s risk management<br>and internal controls systems and found them<br>to be effective. Further details can be found<br>on pages 120 and 121.<br>The Board also receives quarterly summaries<br>of ongoing material litigation and claims within<br>the Group, including periodic updates on<br>termite damage claims by customers in North<br>America and ongoing actions to manage this<br>risk, and an annual briefing on IT security (see<br>page 109).<br>1<br>2<br>2 3 4<br>5<br>5<br>Mergers and acquisitions<br>Financial management<br>Risk monitoring and oversight<br>106 Rentokil Initial plc<br>Annual Report 2024
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Principal decisions of the Board<br>We consider the principal decisions of the<br>Board to be those direct decisions taken,<br>rather than delegated to management or a<br>Committee of the Board (unless considered<br>and approved in principle by the whole Board<br>first), and which may have a potentially<br>material impact on the Company’s strategy,<br>a stakeholder group, or the long-term value<br>creation of the Company.<br>We group the Board’s principal decisions into<br>nine categories: financial results; capital<br>allocation; funding; strategy (including ESG<br>strategy); M&A activity; supplier and customer<br>contracts; Board changes; Company<br>statements; and other matters reserved to the<br>Board. Within these categories, some matters<br>are considered less material or strategically<br>significant. These business-as-usual matters<br>include items such as the Committee’s terms<br>of reference and the issue of new shares to<br>satisfy our executive share plans.<br>An overview of the Board’s activities during<br>2024 can be found on pages 104 to 106. This<br>contains details of the significant decisions<br>made during the year. In addition, examples<br>are provided below to illustrate how the<br>Directors have had regard to the matters set<br>out in section 172(1)(a)–(f) of the Companies<br>Act 2006 when making principal decisions<br>in 2024 (these include consideration given<br>to key stakeholders, including employees,<br>communities, and commercial counterparties,<br>but are set out in full in the key opposite).<br>Relevant Board papers for deliberation or<br>decision by the Board are drafted to include<br>an appendix clearly setting out the potential<br>impact on stakeholder groups, to aid the<br>Board’s consideration.<br>The section 172(1) statement can be found<br>on page 81, with further details of the Board’s<br>engagement with stakeholders during the<br>year provided on pages 110 to 113.<br>Ensuring we select the right supplier for fleet management<br>services across the Netherlands<br>In July 2024, the Board considered the renewal of a supplier contract with Athlon Car Lease<br>Netherlands B.V. for the provision of vehicle leasing and fleet management services across<br>the Netherlands.<br>Long-term results<br>The Board considered the contracted savings, which were expected to be delivered on<br>the renewal of the existing agreement. It was concluded that the contract would generate<br>a positive financial impact for the Netherlands business.<br>Colleagues<br>The proposal to renew the contract with the current provider reduced any potential impact<br>on colleagues.<br>Our business relationships<br>The new contract would have no impact on our customer base.<br>Communities and the environment<br>The preferred supplier is a market leader in supporting the migration to zero emissions in<br>the Netherlands, so will be able to support our planned move to a more sustainable fleet.<br>Our reputation<br>The contract supports our Group target to achieve net zero emissions from our operations<br>by 2040.<br>Outcome<br>The Board approved the contract with Athlon Car Lease Netherlands B.V. for a six-year<br>contract.<br>Implementing our RIGHT WAY 2 plan<br>The Board received regular updates through the year on our North America business, in<br>particular, on the integration of Terminix, and on our growth model for North America, the<br>RIGHT WAY 2 plan. The Board received a number of deep dives on the region and heard<br>from the CEO, North America and other members of the North America Leadership Team<br>on the development of strategy. The Board have supported management in the development<br>of our strategy for North America.<br>Long-term results<br>The Board believe that the RIGHT WAY 2 plan will lead to a stronger, faster-growing<br>organisation, with a higher level of growth, and increased operating margins.<br>Colleagues<br>New sales and service pay plans will support colleagues to develop rewarding long-term<br>careers. The focus on a high performance culture will recognise our key talent.<br>Our business relationships<br>The continued improvements to all phases of the customer experience will increase customer<br>satisfaction and create longer relationships with our customers.<br>Outcome<br>There are positive signs emerging from the implementation of our plan, with colleague<br>retention +4.2% vs FY23, to 79.4%. Our customer retention has increased to over 81% in Q4<br>2024. Digital leads growth has turned positive year-on-year, and work continues to optimise<br>our sales and marketing execution.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 107<br>Strategic Report Financial Statements Other Information
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Board and Committee<br>performance review<br>The performance and effectiveness of the<br>Board, its Committees, and individual<br>Directors are comprehensively assessed<br>annually through a formal performance review.<br>In accordance with Provision 21 of the UK<br>Corporate Governance Code, we have<br>adopted a three-year cycle of external Board<br>evaluations.<br>The 2023 Board evaluation was externally<br>facilitated by Chris Saul from Christopher Saul<br>Associates, an independent advisory firm,<br>which has no other connection with the<br>Company or individual Directors. An update<br>on the status of recommendations resulting<br>from the 2023 review is provided opposite.<br>During 2024, we undertook an internal review<br>of the Board and the Committees, conducted<br>through a questionnaire completed by all<br>Directors. The outcome of the evaluation was<br>then reviewed by the Chair and Committee<br>Chairs ahead of discussions on themes and<br>actions being held at the Board meetings in<br>January and February 2025.<br>The 2024 Board performance review revealed<br>positive feedback on the overseas Board visit,<br>the Board oversight of the ELT, and access to<br>high-quality information and advice from the<br>ELT and Group General Counsel & Company<br>Secretary between meetings. The review<br>concluded that the Board was operating<br>effectively. Following its review of the themes,<br>the Board agreed a certain number<br>of opportunities for improvement and<br>actions noted opposite for 2025.<br>The review process included separate<br>questionnaires for the Committees, completed<br>by Committee members, and by regular Board<br>attendees. The Committees discussed the<br>themes in their February 2025 meetings,<br>including minor differential average scores<br>between Committee members and Board<br>attendees. In all Committee reviews, positive<br>feedback was given for the relevant<br>Committee Chair.<br>The Committee performance reviews<br>concluded that the Board Committees operate<br>effectively and are well-integrated into Board<br>decision-making processes. The Committees<br>discussed the themes and actions arising at<br>their February 2025 meetings. Further details<br>are set out in each Committee report on pages<br>114, 122 and 127.<br>2024 evaluation recommendations and actions to be taken during 2025<br>Oversight of performance<br>and progress by region<br>• The Board will continue to focus on its oversight of the<br>regions this year. Board papers will be developed to<br>include further operational metrics and business<br>performance against plan and prior year, alongside<br>a standardised set of KPIs with comparative metrics<br>by region.<br>Further build the Board’s<br>understanding of customers<br>and competitor strategy<br>• The Board will hold further deep dives into lead<br>generation, customers, and competitors, and the Group<br>General Counsel & Company Secretary will arrange<br>additional opportunities for field-based time.<br>Board succession planning<br>and talent development<br>• The Nomination Committee will focus on succession<br>planning for the Non-Executive Directors due to reach<br>their nine-year tenure in the near term. Following the<br>announcement on 17 October 2024 confirming the Board<br>was undertaking a search for a US-based Non-Executive<br>Director, the Board will keep its composition, and the<br>composition of its committees, under review.<br>• The Nomination Committee identified that depth of talent<br>for succession planning in key roles across the business<br>would be a focus for 2025.<br>Location and scheduling of<br>Board meetings<br>• The Chair and the Company Secretary will consider the<br>location and scheduling of Board meetings to allow for<br>further opportunities to meet local leadership teams.<br>2023 evaluation recommendations and progress made during 2024<br>Consider and develop the<br>balance of Board agendas<br>in 2024 in order to facilitate<br>additional focus on key or<br>emerging areas linked to<br>the execution of strategy<br>• The CEO, North America, presented regular updates on<br>the North America business, with a deep dive at the US<br>site visit in June. The Board further discussed North<br>America KPI reports at each meeting from August 2024.<br>• The Board received a deep dive at its strategy day into<br>digital innovation in pest control.<br>• The Board’s calendar was reviewed to ensure the Board<br>received regular updates through the year to assess<br>material risks.<br>Review the skill set of the<br>current Non-Executive<br>Directors to assist the<br>Nomination Committee with<br>its future succession planning<br>for Non-Executive Directors<br>• A skills matrix exercise was undertaken in 2024, with the<br>Nomination Committee meeting to discuss the results.<br>Further detail on the Board skills matrix can be found on<br>page 100.<br>• The Board receives an update on Board Succession<br>planning in February each year, which incorporates a skills<br>review of the Board and consideration of training topics<br>for the coming year.<br>Retain focus on the<br>enhancement of Board<br>papers and ensure the<br>frequency and timings<br>of meetings remains<br>appropriate<br>• The Board and Committee guidance rolled out in 2023<br>was found to have assisted in the effectiveness of Board<br>operations.<br>• The Company Secretary undertook a review of the papers<br>received by the Board during 2024, concluding that the<br>new guidance had been substantially followed. The Board<br>were asked to comment on progress in their 2024 board<br>performance review.<br>Consider opportunities<br>for enhanced stakeholder<br>engagement<br>• The Board met with stakeholders, both as individual<br>Directors and as a group during 2024. Details of<br>engagement can be found on pages 110 to 113.<br>• The Board discussed opportunities for ‘ride-alongs’ and<br>other customer engagement, which is being scheduled.<br>• Following a review, the Board’s current engagement<br>approach to customers was considered to be appropriate.<br>Our Governance<br>continued<br>108 Rentokil Initial plc<br>Annual Report 2024
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Director evaluation<br>Evaluation of individual Director performance<br>was carried out by the Chair. The reviews<br>are used to inform the recommendation to<br>shareholders for the re-election of Directors<br>at the AGM.<br>In the Chair’s one-to-one discussions with<br>each Director, topics covered included:<br>• Their performance and individual<br>effectiveness, including their contributions<br>to Board and Committee meetings;<br>• Their time commitment and external<br>appointments;<br>• The Board’s composition and balance of<br>skills, including Non-Executive Director<br>succession plans; and<br>• The overall effective functioning of the<br>Board.<br>The review of the performance of the Chair<br>was led by John Pettigrew, our Senior<br>Independent Director. John sought feedback<br>in one-to-one discussions with each<br>Non-Executive Director, without the Chair<br>present, and also took into account the views<br>of the Executive Directors. The feedback was<br>collated and shared with the Chair.<br>Executive Directors are subject to regular<br>review and the Chief Executive appraised the<br>performance of Stuart Ingall-Tombs, Chief<br>Financial Officer in 2024. In the normal course<br>of business, the Chief Financial Officer<br>receives a formal review as part of the annual<br>Group-wide performance evaluation of all<br>colleagues. In February 2025, Andy Ransom<br>held a mid-probation review with Paul<br>Edgecliffe-Johnson.<br>The Chair evaluates the performance of the<br>Chief Executive regularly, and formally as<br>part of the same annual process. Executive<br>Director performance is reviewed by the<br>Remuneration Committee as part of its<br>deliberations on bonus payments.<br>The Nomination Committee takes the outcome<br>of these evaluation processes into account<br>each year in order to inform the Nomination<br>Committee’s recommendation for Board<br>members to be put forward for re-election<br>by shareholders. All Directors were deemed<br>to be effective members of the Board and<br>are recommended for re-election at the<br>Company’s AGM.<br>Culture and values<br>The Board’s ongoing oversight of the Group’s<br>mission, vision, and values ensures that our<br>culture is aligned with our business goals and<br>brings purpose to our colleagues. Key metrics<br>have been identified to monitor our culture,<br>which are included in the updates that the<br>Board receives on culture, our Employer of<br>Choice agenda, and workforce engagement.<br>This year, the reports included updates on<br>colleague retention, enhancing colleague<br>development, and follow-ups on the outcomes<br>of the YVC colleague survey undertaken in<br>2023. The YVC colleague survey, which is<br>carried out every second year, is one of the<br>key methods for both senior management<br>and the Board to monitor culture. The survey<br>questions are mapped to each of the five core<br>themes in our culture model to provide a score<br>and trend for each at a Group, functional, and<br>regional level.<br>You can read about our approach to investing<br>in and rewarding our colleagues on pages 65<br>and 128.<br>Policies and practices<br>We have a comprehensive Group-wide<br>procedure framework in place to supplement<br>local policies and legislation. The cornerstone<br>of this policy framework is our Code of<br>Conduct.<br>• The Code of Conduct sets out a fundamental<br>commitment to comply with all legal<br>requirements that apply, and to operate<br>with high ethical standards. It outlines<br>responsibilities to colleagues, customers,<br>and the business, and highlights our<br>determination to establish our values,<br>and a culture of integrity, everywhere within<br>the business.<br>• Clear guidelines are provided to all<br>colleagues on how to seek further advice<br>or report concerns, and we also operate<br>a whistleblowing (Speak Up) facility for<br>colleagues or third parties. This is designed<br>to allow colleagues across the Group to raise<br>concerns confidentially internally and to<br>disclose information which the individual<br>believes highlights or would indicate<br>illegality, unethical behaviour, or other<br>serious malpractice.<br>• The Group-wide share dealing policy and<br>insider trading policy govern the purchase,<br>sale, and other dispositions of the<br>Company’s securities by Directors, senior<br>management, and colleagues, and are<br>designed to promote compliance with<br>applicable insider trading laws, rules,<br>and regulations.<br>Specific programmes are in place to support<br>implementing the Code of Conduct and<br>underlying policies, national laws, and<br>regulations, and monitoring and reporting<br>compliance with them. This includes the use<br>of e-learning training on our online learning<br>and development platform, U+, and we track<br>dissemination and adoption across the Group.<br>We review policies periodically to ensure they<br>meet current best practice and legislative<br>requirements, and our technical and safety<br>standards and practices often exceed local<br>regulatory requirements.<br>Examples of our key policies are available on<br>our website at www.rentokil-initial.com/<br>responsible-delivery/policies.<br>Cyber security<br>The Board oversees the Group’s risk<br>management and internal control framework,<br>including consideration of the risks posed from<br>cyber security threats.<br>Management provides an in-depth annual<br>update to the Board on the Group’s IT security<br>arrangements, including details of our cyber<br>security operations and performance, and the<br>status of this risk.<br>To protect the Group from potential cyber<br>security threats, we have employed<br>complementary processes for assessing,<br>identifying, and managing the risk, with our<br>information systems being protected by a<br>multi-layered set of technology and processes<br>(implemented and monitored by cyber security<br>professionals), and consistent with the US<br>National Institute of Standards and Technology<br>Cybersecurity Framework. This is periodically<br>assessed via recurring independent<br>third-party assessments, internal audits,<br>and penetration testing. The Group has also<br>adopted cyber security incident response<br>plans, to ensure the appropriate escalation<br>of potential threats in a timely manner, and<br>we use our e-learning platform for cyber<br>security training, along with regular phishing<br>simulations, to assess the effectiveness of<br>our training and to test user awareness<br>of current threats. The Group has not<br>experienced previous cyber security<br>incidents that have materially impacted<br>the business or business strategy.<br>In addition to the annual presentation to<br>the Board, the outputs of these security<br>activities are summarised and reviewed by<br>the Group Risk Committee and discussed at<br>the IT leadership team meetings. The Audit<br>Committee would also be notified of any<br>control incidents. Third-party partners are<br>subject to appropriate controls as specified<br>on Rentokil Initial third-party risk management<br>and procurement processes, and enforced via<br>service agreement and contract terms and<br>conditions.<br>Management reviews cyber security risks<br>through updates received from the Group<br>Chief Information Security Officer (CISO),<br>IT Risk Committee, and Internal Audit.<br>These updates include details of the<br>actions being taken to prevent, detect,<br>mitigate, and remediate the risk of cyber<br>security threats. Management also considers<br>recommendations from the Group CISO,<br>including any corrective actions required to<br>address exposed risk to information systems<br>from cyber security threats.<br>The Group’s CISO, who reports to the Chief<br>Information Officer, has more than 20 years<br>of cyber security expertise, across a range of<br>diverse industries, and leads our Information<br>Security team. The Information Security team<br>is supported by an external third party that<br>provides uninterrupted security monitoring.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 109<br>Strategic Report Financial Statements Other Information
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We recognise the importance of our<br>stakeholders’ views and we ensure that we<br>engage with them across the world to fully<br>understand and act upon their issues and<br>concerns. We approach stakeholder<br>engagement at a global, country, and local<br>level, to ensure all stakeholder groups have<br>access to information about our business and<br>activities, and can identify issues important to<br>them. We believe that by engaging regularly<br>with all of our stakeholders and responding<br>to their feedback, we support the long-term<br>sustainability of our business.<br>We have a broad range of stakeholders who<br>influence, or are affected by, our day-to-day<br>activities, and have varying needs and<br>expectations. Our aim is to develop and<br>maintain positive and productive relationships<br>with all our stakeholders. We identify the<br>key stakeholders relevant to the Group’s<br>businesses or operations as our colleagues,<br>shareholders, customers, communities,<br>and suppliers.<br>The following pages provide information on<br>our key stakeholders, including associated<br>issues and impacts, how our businesses<br>engage with these groups, how the Directors<br>receive information about our key<br>stakeholders, and some examples of<br>engagement the Directors undertook in 2024.<br>You can find our section 172(1) statement,<br>which describes how the Board has regard to<br>key stakeholders, on page 81, with examples<br>of principal decisions taken in 2024 and the<br>attention given to stakeholders in its<br>considerations on page 107.<br>Workforce engagement<br>In assessing the Board’s engagement with the<br>Group’s workforce, we believe our existing<br>arrangements for workforce engagement are<br>as appropriate as the proposed methods set<br>out in the UK Corporate Governance Code.<br>Having regard to the size, distribution, and<br>scale of our businesses and our dispersed,<br>global workforce, we believe our framework<br>of local and regional engagement tools,<br>which flow up to the Board, together<br>with supplementary individual Director<br>engagement, remains effective.<br>Management reports to the Board regularly<br>on performance measures such as colleague<br>retention, YVC survey results, and Glassdoor<br>ratings, alongside periodic updates on culture,<br>talent, and workforce engagement initiatives.<br>We encourage each Non-Executive Director<br>to engage individually with a range of<br>colleagues. They do this by visiting technicians<br>or customers, having discussions with relevant<br>management teams across different regions or<br>functions, adding visits to local Rentokil Initial<br>operations to their other travel plans, or<br>attending town hall sessions or management<br>meetings. Their individual engagement<br>activities are then discussed with the Board.<br>We also identify ways for the Board<br>collectively to engage with target groups<br>across the year.<br>The workforce engagement undertaken<br>by the Directors allows the Board to gain<br>a deeper understanding into how individual<br>businesses and functions operate, the<br>approaches taken by management, and<br>awareness of our culture in practice. Feedback<br>from engagement activities is used to help<br>determine any areas for additional strategic<br>focus by the Board or management.<br>Our purpose and our core values of service, relationships, teamwork,<br>and responsibility reflect the central importance of our stakeholders<br>to our business and influence how we engage with them.<br>Our Stakeholders<br>Colleagues<br>Customers<br>Communities Shareholders<br>Suppliers<br>Why we engage<br>We deliver greater value<br>to our business and<br>customers, by ensuring<br>our suppliers share our<br>values and standards<br>We respect, and accept<br>our wider responsibility to,<br>the communities in which<br>we operate and employ<br>We succeed or fail by the<br>quality of service we offer<br>our customers<br>We aim to be a<br>world-class Employer of<br>Choice, and rely on the<br>skills and commitment of<br>our people to achieve our<br>business goals<br>We aim to generate<br>long-term profitable<br>growth to help deliver<br>value for our shareholders<br>110 Rentokil Initial plc<br>Annual Report 2024
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Our colleagues are those who are directly<br>employed by us. We currently employ<br>approximately c.68,500 colleagues,<br>who operate in 89 countries.<br>Key issues for stakeholder group<br>• Health and safety<br>• Training and career development<br>• Tools to do the job<br>• Wellbeing<br>• Reward<br>• Culture and values<br>• Community support<br>Why we engage<br>We aim to be a world-class Employer of<br>Choice, providing a safe working environment<br>and career and development opportunities.<br>We rely on the skills, experience, and<br>commitment of our people to meet our<br>business goals and place great importance<br>on recruiting the best talent, and developing<br>and retaining our colleagues.<br>Impact/value created<br>• Pay and benefits to colleagues<br>• Training and development opportunities<br>• Long-term career opportunities<br>Business engagement<br>All colleagues are provided with information<br>on matters of concern to them in their work,<br>through regular briefing meetings and internal<br>communications, as well as our internal U+<br>training system, which hosts both technical<br>and leadership courses and learning, as well<br>as regular briefing meetings and internal<br>communications. Engagement events are also<br>hosted by individual businesses and leaders,<br>such as conferences, town halls, and senior<br>executive updates, to inform colleagues<br>of key factors affecting our business.<br>Other methods include:<br>• Biennial YVC colleague survey and periodic<br>pulse surveys;<br>• annual personal development reviews for<br>colleagues and line manager training;<br>• the RIGHT WAY magazine published online<br>quarterly;<br>• Speak Up ethics hotline; and<br>• works councils, including an EU forum.<br>Measurements<br>We measure our impact by monitoring<br>recruitment and retention levels (colleague<br>retention is a key metric within our<br>Performance Share Plan scheme (see page<br>131)), diversity, the results of YVC surveys,<br>performance ratings, the amount of new<br>U+ online training content made available and<br>online learning views, and the talent pipeline<br>of graduate schemes and apprenticeships.<br>We also monitor external ratings, such as<br>Glassdoor.<br>Colleagues<br>Information flow to the Board<br>• Health and safety reports<br>• Monitoring KPIs, such as colleague retention<br>• Results of YVC colleague and pulse surveys<br>• Regional deep dive presentations<br>• Biannual Employer of Choice update<br>• Key management changes included in every<br>Chief Executive report<br>• Notification of key awards won/shortlisted<br>• Gender Pay Report<br>• Ethical concerns reported via the confidential<br>reporting process, Speak Up<br>• Modern Slavery statement<br>Board engagement<br>The Board aims to engage with a broad range<br>of the senior management team, whether this<br>is by joining senior management meetings,<br>colleague events, or by colleagues attending<br>and presenting to the Board at its meetings.<br>Wherever possible, the Board seeks to<br>continue this engagement outside of the<br>boardroom via informal events such as<br>lunches or dinners. In June, the Board had<br>dinner with the North America management<br>team, and on two occasions the Board had<br>lunch with colleagues in our talent programme.<br>The Board also had dinner with members of<br>the Executive Leadership Team in October.<br>The Board has added an additional North<br>America trip to their 2025 and 2026 calendars<br>and look forward to having more opportunities<br>to interact with our colleagues.<br>The opportunity for Director engagement with<br>other colleagues is primarily via visits to local<br>Rentokil Initial operations, attending town hall<br>sessions, undertaking site visits or going on<br>‘ride-alongs’ with technicians. In 2024, as part<br>of his induction, Brian Baldwin joined a<br>technician on a ‘ride-along’. Directors also<br>have the opportunity to hold individual<br>meetings with colleagues. The outcome from<br>any engagement, as well as any feedback that<br>has been received, is shared at Board<br>meetings where appropriate.<br>Information is shared from the Board to<br>colleagues via established methods of<br>colleague engagement, as described above.<br>Sharing knowledge<br>and experience with<br>our colleagues<br>In 2024, we introduced regular town halls<br>for UK colleagues at our global head<br>office, with each town hall hosted by a<br>different functional area of the business.<br>The town halls granted the opportunity<br>to update colleagues on key business<br>developments and to provide additional<br>insight into specific areas of the business.<br>This included an external session on the<br>potential use of Artificial Intelligence (AI)<br>in the workplace and an update on the<br>progress made towards our net zero<br>target. For the town hall hosted by our<br>Legal and Company Secretariat team<br>in October, Cathy Turner took part in<br>a video interview, in which she shared her<br>experience as a Non-Executive Director<br>with colleagues.<br>Recognising the talent<br>of our colleagues<br>In 2024, we held a global talent<br>competition, ‘RI’s Got Talent’. Hundreds<br>of entries were received from colleagues,<br>showing a wonderful variety of talents,<br>from singing, to creating a video game.<br>Thousands of votes were received for the<br>winning entries, who received a donation<br>to a charity of their choice. The judging<br>panel comprised members of our ELT,<br>and the awards were presented on a live<br>stream globally to colleagues by Andy<br>Ransom and members of the ELT.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 111<br>Strategic Report Financial Statements Other Information
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Our customers range from global food<br>producers to hotel chains, and industrial<br>goods businesses and restaurants to<br>individual residential customers.<br>Key issues for stakeholder group<br>• Safety<br>• Expertise and service quality<br>• Innovation<br>• Digital portals<br>• Transparency<br>• Quality assurance and insights<br>• Cost<br>• Regulatory compliance<br>• Sustainability<br>Why we engage<br>In a service industry, we succeed or fail by the<br>quality of the service we offer our customers.<br>Understanding their needs supports our<br>product and service development.<br>Impact/value created<br>• Healthier and more hygienic facilities<br>• Regulatory compliance<br>• Supporting customers’ own sustainability<br>targets<br>Business engagement<br>We carefully manage our ongoing relationship<br>with customers, to ensure we meet the<br>expected level of service. This includes the<br>provision of training for customers’ staff,<br>as necessary. We also engage with our<br>customers, and share our research and<br>innovation, through:<br>• participation in industry forums and events;<br>• our Annual Report and industry-focused<br>publications; and<br>• innovation showcases.<br>Measurements<br>We measure our impact by monitoring our net<br>gain and portfolio development, operating<br>margin and density, and opportunity pipeline.<br>We also monitor customer satisfaction through<br>our Customer Voice Counts (CVC) survey, and<br>external ratings and measurements, such<br>as Trustpilot. CVC is a key metric within<br>our Performance Share Plan scheme<br>(see page 131).<br>Information flow to the Board<br>• Regional deep dive presentations<br>• CVC scores<br>• Strategy day review – including product<br>pipeline and innovation<br>• Material customer contracts requiring<br>• Board approval<br>• Monitoring external measures such<br>as Trustpilot<br>Board engagement<br>The Board has the opportunity to meet<br>customers on overseas site visits and as<br>part of a ‘ride-along’ with technicians.<br>Due to the highly dispersed nature of our<br>customer base, in which the largest customer<br>represents significantly less than 1% of revenue,<br>we believe that the current level of engagement<br>is appropriate, and this will be kept under review.<br>Customers<br>Board engagement<br>There are a number of ways the Board<br>engages directly with shareholders, including<br>correspondence with investors, attendance<br>at the Preliminary and Interim Results<br>presentations, meetings with the Chair and<br>Chair of the Remuneration Committee,<br>and the AGM.<br>The Chair writes to key shareholders each<br>year to offer the opportunity to engage with<br>him ahead of the AGM. In March 2024, he<br>wrote to our top 15 investors, representing<br>c.41% of the Company’s issued share capital.<br>In response to his offer, the Chair held multiple<br>meetings with investors. Topics covered<br>included the integration of Terminix,<br>sustainability and culture, management<br>succession planning, and Board composition.<br>The Board receives verbal updates from the<br>Chair on meetings he has held with investors.<br>Following our trading update statement<br>in September 2024, the Chair met with nine<br>investors, proactively seeking their views.<br>The Chair holds meetings with large investors<br>across the year on request.<br>The Chair and Committee Chairs welcome<br>any comments on this report and shareholders<br>are invited to contact them via email at<br>chair@rentokil-initial.com. They will also<br>be available to answer questions at the<br>Company’s AGM.<br>2025 Annual General Meeting<br>The Board takes the opportunity to engage<br>with both private and institutional<br>shareholders at the Company’s AGM and<br>views it as an occasion to update all our<br>shareholders on the performance of the<br>business they own.<br>In order to make our AGM more accessible<br>to all and to encourage engagement from<br>a broad range of shareholders, we will<br>continue with a hybrid format for our AGM<br>in May 2025.<br>The 2025 AGM will be held at, and be<br>broadcast via live webcast from, the<br>Company’s offices at Compass House,<br>Manor Royal, Crawley, West Sussex RH10<br>9PY at 2pm on 7 May 2025.<br>We encourage our shareholders to use the<br>live webcast of the meeting. Questions can<br>also be submitted in advance of the meeting<br>by emailing chair@rentokil-initial.com.<br>A recording of the meeting will be available<br>afterwards on the Company’s website.<br>A separate Notice of Meeting, containing<br>both an explanation of the items of special<br>business and full details of how to join the<br>meeting remotely, has been sent to<br>shareholders and is available on our<br>website.<br>Our Stakeholders<br>continued<br>Shareholders<br>Our shareholders range from global<br>investment funds and institutions based<br>primarily in the UK, North America, and<br>Europe, to small private investors, who<br>are often current or former colleagues.<br>Key issues for stakeholder group<br>• Integration of Terminix<br>• North America organic growth<br>• Total Shareholder Return (TSR)<br>• Growth in revenue and profit<br>• Cash flow and returns, e.g. dividends<br>• Brand and market leadership<br>• Innovation and digital differentiation<br>• Consistent execution of our strategy<br>• ESG performance<br>Why we engage<br>We aim to generate long-term profitable<br>growth to help deliver value for our<br>shareholders, and want our investors and<br>investment analysts to have a strong<br>understanding of our business, strategy, and<br>performance. Our investors are the owners<br>of the business, and continued access to<br>capital is vital to our long-term performance.<br>Impact/value created<br>• Earnings per share<br>• Compounding model<br>• Dividends<br>• Free Cash Flow<br>Business engagement<br>• Institutional investor meetings<br>• Wholesale distribution channels, such as sell<br>side research and broker-led conferences<br>• Investor roadshows<br>• Ad hoc meetings with investors on specific<br>topics, such as ESG<br>• AGM<br>• Correspondence with retail shareholders<br>• Annual Report and Form 20-F<br>• Corporate website<br>• Results presentations<br>• Our Responsible Business Report<br>Measurements<br>We measure our impact by monitoring our<br>share price and TSR, gathering feedback<br>at investor meetings, and reviewing<br>analyst notes.<br>Information flow to the Board<br>• Chief Executive report at each Board<br>meeting includes an investor relations<br>update<br>• Financial performance reports<br>• Analyst notes circulated<br>• Presentations on market perspectives<br>by the Company’s brokers<br>• Feedback from investor meetings<br>112 Rentokil Initial plc<br>Annual Report 2024
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Our communities are those who live in areas<br>where we work, such as local residents,<br>businesses, schools, and charities.<br>Key issues for stakeholder group<br>• Contribution to public health and safe<br>environment<br>• Jobs and investment<br>• Environmental and societal impacts<br>• Long-term relationships<br>Why we engage<br>We respect the communities in which we<br>operate and employ people, but we also<br>accept a wider responsibility to key<br>communities and environments around<br>the world. We partner with charities and<br>community initiatives in communities where<br>we operate, and encourage a long-term<br>partnership approach.<br>Impact/value created<br>• Tax paid<br>• Charitable donations<br>• Reduction in energy and fuel-derived<br>emissions<br>• Employment of people in local communities<br>Business engagement<br>• Sponsorship and colleague volunteering<br>• Partnerships with schools, colleges, and<br>universities<br>Measurements<br>We monitor our impact by measuring the<br>amount of charitable cash donations made<br>each year, our inclusion in ESG indices, and<br>our ranking with independent organisations<br>such as the Dow Jones Sustainability Index<br>and Sustainalytics.<br>Information flow to the Board<br>• Safety, health, and environment updates<br>• Regional deep dive presentations<br>• Annual Report review<br>• Responsible Business Report review<br>• Updates on RI Cares (see page 67)<br>• The RIGHT WAY magazine, which contains<br>a variety of examples of the business and<br>our colleagues engaging with the community<br>Board engagement<br>While communities and the environment<br>continue to be a focus for the Board, no direct<br>engagement took place between Directors<br>and communities during 2024. Given the<br>nature of our business, we believe that the<br>indirect engagement provided is at an<br>appropriate level and no Director engagement<br>is required, and this will be kept under review.<br>More information on our responsible business<br>priorities with regard to the environment can<br>be found on pages 68 to 79, and with regard<br>to communities on page 67.<br>Our suppliers range from major manufacturers<br>of key products and consumables to our<br>global business, to suppliers of indirect goods<br>and services used to support our operations.<br>Products supplied include pest control bait,<br>paper, soaps, and waste collection units, while<br>indirect suppliers include technology services,<br>fleet vehicles, and telecommunications.<br>Key issues for stakeholder group<br>• Long-term engagement and innovation<br>• Pricing<br>• Continuous improvement approach<br>• High standards of product quality and<br>service delivery<br>• ESG matters, including human rights,<br>data protection, and modern slavery<br>• Environmental standards and<br>improvement plans<br>Why we engage<br>Our major suppliers must share our corporate<br>standards and values as these strategic<br>partnerships deliver significantly more<br>value to our business and our customers.<br>Impact/value created<br>• Optimised supply chain from manufacturer<br>to end customer<br>• Joint development of bespoke products<br>and service innovations<br>• Efficient sourcing of proprietary products<br>from global and local suppliers<br>Business engagement<br>Suppliers are classified into critical, major,<br>and minor suppliers, to ensure that they<br>are managed at the appropriate level.<br>Our Supplier Code of Conduct defines<br>the standards and values expected of our<br>suppliers. It is available in 19 languages,<br>and signed by all critical and major suppliers.<br>The Group Procurement team manages the<br>relationships with critical suppliers, including<br>comprehensive audits of their operations.<br>Local procurement teams manage major and<br>minor suppliers. These relationships are<br>co-ordinated through the quarterly Global<br>Procurement Forum to ensure alignment<br>and sharing of best practice.<br>Measurements<br>We monitor our impact by measuring:<br>• Monthly On-Time and In-Full delivery metrics;<br>• Delivery lead times and quality complaints;<br>• Annual revenue development, product<br>innovations, and pricing management;<br>• Supplier audit scores and ESG accreditations;<br>and<br>• Suppliers completing our in-house training<br>on modern slavery awareness.<br>Communities Suppliers<br>Information flow to the Board<br>The Board oversees the principal engagement<br>undertaken by operational management<br>(especially the central procurement and supply<br>chain function, and national procurement<br>managers) through:<br>• Chief Executive report at each Board<br>meeting, which includes commentary as to<br>the supplier discussions held with the ELT;<br>• Review and approval of our major supplier<br>contracts;<br>• Approval of our Modern Slavery Statement;<br>and<br>• Oversight of the Supplier Speak Up ethical<br>reporting process.<br>Board engagement<br>Given the nature of the business, we do not<br>expect our Directors to have any direct<br>engagement with our suppliers. They instead<br>rely on the indirect engagement set out above.<br>Community collaboration<br>in Hong Kong<br>Colleagues in Hong Kong have a<br>long-standing partnership with the<br>Kowloon Cares community programme<br>and were delighted to work with them<br>to organise an event to clean up the<br>MacLehose Trail, a 100km path that travels<br>through a variety of natural scenery,<br>including beaches, mountains, and the<br>highest point in Hong Kong, Tai Mo Shan.<br>The event saw 100kg of litter being<br>collected and recycled.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 113<br>Strategic Report Financial Statements Other Information
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Audit Committee Report<br>Dear Shareholder<br>I am pleased to present the Audit Committee Report for the year ended<br>31 December 2024.<br>The Audit Committee’s extensive agenda included our usual activity<br>relating to financial reporting, the external audit, and oversight of risk<br>management and internal controls.<br>During the early part of 2024, we considered the financial information<br>and audit-related disclosures for the 2023 Annual Report. At the July<br>2024 meeting, we considered the interim financial reporting, and in<br>December 2024, we reviewed the accounting for the legacy termite<br>provision and the annual goodwill impairment review ahead of the 2024<br>financial year end.<br>The Audit Committee also monitored management’s preparation for the<br>change of Presentation Currency, as the Group transitions to reporting<br>in US dollars for periods starting from 1 January 2025.<br>Throughout 2024, the Audit Committee has had a continued focus on<br>the Group’s Sarbanes-Oxley (SOX) compliance. We have had regular<br>and comprehensive updates from management on the SOX<br>programme, which the Group commenced in 2022 following our listing<br>on the NYSE.<br>PwC was reappointed as external auditor at our AGM in May 2024. In<br>2024, the Audit Committee has continued to focus on the oversight<br>of the quality of the external audit, including the advancement of audit<br>technology to deliver on our 2024 audit strategy. We have also<br>completed the annual audit quality review, and identified with PwC<br>a series of actions that we can both take to improve the audit process.<br>Overall, the Audit Committee concluded that the external auditor and<br>the audit process were effective.<br>Regular updates on the control environment are received from Internal<br>Audit, giving the Audit Committee the opportunity to review any control<br>incidents at each meeting. It is worth noting that the number of incidents<br>remains relatively low, with a small increase in the level of reporting via<br>our internal whistleblowing process, Speak Up.<br>In October 2024, the Audit Committee considered the comprehensive<br>review undertaken by management and the set of actions to mitigate<br>cost over-runs, manage inventory more effectively, and other processes<br>to enhance the financial control environment in the North America<br>region. The Committee received regular status updates on these<br>actions from the Chief Financial Officer, and the Interim Chief Financial<br>Officer of North America. These actions included the recruitment of a<br>permanent Chief Financial Officer for North America, Aaron Coley, who<br>joined the Group in December 2024.<br>The Audit Committee continue to review fraudulent activity across the<br>Group. 25 cases were recorded in 2024, which were predominantly<br>external frauds against the Company. Following full investigation of<br>these incidents, processes have been updated and further training<br>provided where necessary. These incidents were not material to the<br>Group’s reporting.<br>The Audit Committee continues to play a crucial role in providing all our<br>stakeholders with the assurance of not only robust financial reporting,<br>but also assurance over the thematic areas of risk and operational<br>resilience. In line with our commitment to manage climate change risk,<br>we have been engaged in assessing and monitoring this risk on an<br>ongoing basis and as part of the year-end audit report, and its<br>disclosure in the 2024 Financial Statements.<br>During the year, the Audit Committee has been briefed on the<br>preparedness of the Group for alignment with provision 29 of the 2024<br>UK Corporate Governance Code; and the progress made on fraud<br>controls and the Group’s readiness under the Economic Crime and<br>Corporate Transparency Act 2023.<br>Sally Johnson<br>Chair of the Audit Committee<br>The Audit Committee continues to<br>play a crucial role in providing all our<br>stakeholders with the assurance of<br>not only robust financial reporting,<br>but also assurance over the thematic<br>areas of risk.<br>Sally Johnson<br>Chair of the Audit Committee<br>Areas of focus in 2024<br>• Oversight of the Company’s SOX compliance, including the<br>Group’s IT general controls programme<br>• Continued review of internal and external audits<br>• Oversight of the increased use of thematic audits and data analytics<br>in internal audit work<br>• Oversight of the implementation of enhanced fraud risk<br>assessments<br>• Fraud control oversight<br>Areas of focus in 2025<br>• Continued oversight of the Company’s SOX programme<br>• Continued review of internal and external audits<br>• Continued oversight of fraud risk assessments<br>• Fraud control oversight<br>• Oversight of US financial control environment<br>Committee members:<br>Sally Johnson (Chair)<br>John Pettigrew<br>Linda Yueh<br>In this report:<br>• Significant Issues and Judgements – page 117<br>• External Audit – pages 118 and 119<br>• Internal Audit – page 119<br>• Risk Management and Internal Control – page 120 and 121<br>114 Rentokil Initial plc<br>Annual Report 2024
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The Audit Committee considered the following key areas during 2024 and early 2025:<br>Matters considered Discussion and outcome Find out more<br>Financial reporting<br>Financial reporting The Audit Committee reviewed the 2023 and 2024 Annual Report and Form 20-F, and the<br>Company’s annual and interim financial statements, and received reports from both the<br>Group Financial Controller and the auditor on the significant financial reporting judgements<br>relating to each statement.<br>Financial reporting<br>on page 117<br>Accounting policies<br>and practices<br>The Audit Committee considered the application of the Company’s accounting policies and<br>practices.<br>Material accounting policies<br>on pages 167 to 169<br>Key accounting<br>matters<br>The Audit Committee considered key accounting matters, including climate change<br>reporting, goodwill impairment, acquisition accounting, and termite damage claims<br>provisioning, in relation to the Company’s financial results for 2023 and 2024.<br>Significant issues and<br>judgements on page 117<br>Other financial<br>reporting matters<br>The Audit Committee reviewed the going concern analysis, the viability statement, and the<br>internal control statement for recommendation to the Board.<br>Other financial reporting<br>matters on page 118<br>External audit<br>2023 Financial<br>Statements<br>The Audit Committee received a report from PwC on the results of the audit of the 2023<br>Financial Statements, considering key judgements and risks. The letter of representation was<br>also reviewed and recommended for approval to the Board.<br>–<br>Disclosure of<br>information to the<br>auditor<br>The Audit Committee monitored the arrangements the Company has in place for disclosing<br>all relevant information to the auditor. A formal confirmation on disclosure of information to<br>the auditor is provided in the Directors’ Report.<br>Directors’ Report<br>on page 238<br>Effectiveness of the<br>external auditors<br>The Audit Committee reviewed the effectiveness of the external auditor to ensure<br>the independence, objectivity, quality, rigour, and challenge of the audit process was<br>maintained. The Audit Committee concluded that the external auditor and the audit process<br>was effective.<br>External auditor and audit<br>process effectiveness<br>on pages 118 and 119<br>External auditor<br>reappointment<br>The Audit Committee considered the reappointment of PwC as external auditors, including<br>the terms and scope of the audit engagement, at its meeting in February 2024. PwC was<br>reappointed by the Company’s shareholders at the AGM in May 2024. In February 2025, the<br>Audit Committee recommended to the Board the reappointment of PwC as external auditor.<br>External auditor tender and<br>appointment on page 119<br>Audit objectives The Audit Committee considered an update on the key objectives to evolve the quality<br>of the Group audit in May 2024.<br>External audit plan and<br>strategy on page 118<br>Audit strategy The Audit Committee considered the audit strategy for the 2024 audit, including the audit<br>approach, significant risks, and areas of audit focus, scope, and level of materiality.<br>External audit plan and<br>strategy on page 118<br>academic background, with considerable experience gained in advisory<br>roles. The Audit Committee as a whole is, therefore, considered to have<br>competence relevant to the sectors in which the Company operates.<br>Full biographical details of the members of the Audit Committee can<br>be found on pages 94 and 95<br>The Audit Committee met five times during the year, with all members<br>attending all meetings. Full details of the attendance of the members<br>during 2024 can be found on page 98.<br>Meetings of the Audit Committee are attended by the Chair of the<br>Board, the Chief Executive, the Chief Financial Officer, the Director<br>of Internal Audit & Risk, the Head of Internal Audit & Risk, the Group<br>Financial Controller, the Group General Counsel & Company Secretary<br>(who acts as secretary to the Audit Committee), and the external auditor.<br>The Audit Committee meets at least once per year separately with the<br>Company’s auditor and the Director of Internal Audit & Risk, without<br>executive management present. In 2024, the Committee met with PwC<br>three times, and met with the Director of Internal Audit & Risk twice<br>without management present. The Chair of the Audit Committee also<br>periodically meets other relevant stakeholders. At the Board meeting<br>following Audit Committee meetings, the Chair reports to the Board<br>on the activity of the Audit Committee and any matters of particular<br>relevance in the conduct of its work. The Audit Committee did not<br>find it necessary to seek external advice during the year, other than<br>through its usual dialogue with the external auditor.<br>Purpose and role of the Audit Committee<br>The Audit Committee assists the Board in its oversight and monitoring<br>of financial reporting, risk management, and internal controls. The Audit<br>Committee’s focus is to review these areas and provide constructive<br>challenge to management, internal audit, and the external auditors. This<br>includes the undertaking of at least an annual review of effectiveness of<br>the Group’s risk management and internal control systems. The Audit<br>Committee also oversees the relationship with the external auditors,<br>including their appointment, and the assessment of their independence<br>and effectiveness.<br>The full responsibilities of the Audit Committee are set out in its terms of<br>reference, which are available on our website. The Committee’s Terms<br>of Reference were last updated in February 2025.<br>Membership and attendance<br>All Audit Committee members are independent Non-Executive<br>Directors. Sally Johnson, Chair of the Audit Committee, is a Chartered<br>Accountant and in February 2025, the Board determined that the Audit<br>Committee met the UK and US composition requirements by virtue of<br>Sally having recent and relevant financial experience for the purposes of<br>the UK Corporate Governance Code, having competence in accounting<br>and/or auditing for the purpose of the Disclosure Guidance and<br>Transparency Rules, and being a financial expert for the purposes of the<br>Sarbanes-Oxley Act. John Pettigrew has extensive commercial and<br>operational experience in overseeing the financial affairs of substantial<br>business undertakings and Linda Yueh has a strong economic and<br>Activities of the Audit Committee in 2024<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 115<br>Strategic Report Financial Statements Other Information
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Matters considered Discussion and outcome Find out more<br>Non-audit services The Audit Committee reviewed and approved the non-audit services and related fees<br>provided by the external auditor for 2024, and the policy on non-audit services.<br>External auditor<br>independence<br>and objectivity on page 119<br>External audit fees The Committee discussed and approved the fee for the 2024 audit. External auditor<br>independence<br>and objectivity on page 119<br>Internal audit<br>Internal Audit The Audit Committee considered the conclusions and themes emerging from Internal<br>Audit reviews conducted during the year and approved the Internal Audit Plan for 2025<br>in conjunction with the Board’s strategic review and operating plan for the year.<br>Internal Audit on page 119<br>Internal Audit<br>investigations<br>The Audit Committee discussed the outcome of Internal Audit investigations, including the<br>most significant issues raised in Internal Audit reports, and received updates on the status<br>of resolution of issues raised.<br>Internal Audit on page 119<br>Deep dive The Audit Committee received a report outlining key changes introduced by the 2024<br>Global Internal Audit Standards issued by the Institute of Internal Auditors, their implications<br>for the Group, and recommendations for their adoption and implementation.<br>–<br>Internal Audit<br>Charter<br>The Audit Committee considered and approved the Internal Audit Charter in December<br>2024, which was last reviewed in December 2023. Changes were made to reflect the<br>new global standards issued by the Institute of Internal Auditors.<br>Role of Internal Audit on<br>page 119<br>Effectiveness of<br>Internal Audit<br>The Audit Committee reviewed and confirmed the effectiveness of the Internal<br>Audit function.<br>Internal Audit effectiveness<br>on pages 119<br>Risk management and internal controls<br>Internal control<br>framework<br>The Audit Committee reviewed the effectiveness of the internal control and risk<br>management framework.<br>Risk management and<br>internal controls on pages<br>120 and 121<br>Control<br>environment<br>The Audit Committee received and reviewed matters relating to the internal control<br>environment provided by the Director of Internal Audit & Risk, and reviewed the Group Risk<br>Committee minutes.<br>Risk management and<br>internal controls on pages<br>120 and 121<br>Group risk The Audit Committee considered the Group risks and actions to enhance their<br>measurement, monitoring, and mitigation actions, including approval of the principal risks<br>disclosed in the 2023 Annual Report and consideration of those for the 2024 Annual Report.<br>Principal risks on pages 83<br>to 89<br>Financial controls The Audit Committee reviewed the results of the financial controls testing carried out across<br>the Group by the Company’s auditor, PwC.<br>Risk and internal controls on<br>pages 120 and 121<br>SOX controls The Audit Committee received regular updates on the status of the implementation of the<br>Company’s SOX programme. An in-depth review of the status of our SOX compliance for 2024<br>was undertaken as part of the meeting in December, including discussion as to any identified<br>deficiencies.<br>SOX controls on page 121<br>Governance and compliance<br>Regional deep dives The Audit Committee received and discussed reports from the Regional Finance Directors of<br>the Europe (incl. LATAM), Asia & MENAT, and UK & Sub-Saharan Africa regions. These provided<br>details on the financial reporting for the regions and the control environment in the businesses.<br>The Committee also reviewed a paper relating to the US billing systems, including processes and<br>controls.<br>See also Board activities on<br>page 104<br>Tax Strategy The Audit Committee considered and recommended the Group’s 2024 tax strategy for<br>approval at its meeting in October 2024.<br>Our tax strategy can be<br>found on our website<br>Litigation The Audit Committee reviewed quarterly reports of all material litigation and disputes<br>provided by the Group General Counsel & Company Secretary.<br>–<br>Disclosure<br>Committee oversight<br>The Audit Committee received a report on the activities of the Disclosure Committee at each<br>meeting, and reviewed and approved minor changes to the committee’s terms of reference.<br>–<br>Letter of Assurance The Audit Committee considered a summary of the outcome of the annual Letter of<br>Assurance review, noting any key exceptions provided by the senior country, regional, and<br>functional management and any actions proposed as a result of those returns.<br>Governance and compliance<br>on page 120<br>Legal and<br>regulatory updates<br>The Audit Committee received updates on the implementation of measures relating to<br>Provision 29 of the UK Corporate Governance Code, and updates on the Group’s readiness<br>under the Economic Crime and Corporate Transparency Act 2023.<br>Governance and compliance<br>on page 120<br>Terms of Reference The annual review of the Audit Committee’s terms of reference was undertaken, with minor<br>changes proposed in December 2024. The Terms of Reference were last amended in<br>February 2025 to incorporate changes under the UK Corporate Governance Code 2024.<br>The Committee’s Terms of<br>Reference can be found<br>on our website<br>Audit Committee<br>effectiveness<br>The Audit Committee undertook its annual review of the effectiveness of the Audit<br>Committee.<br>Effectiveness review on<br>page 121<br>Audit Committee Report<br>continued<br>116 Rentokil Initial plc<br>Annual Report 2024
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Financial reporting<br>The Annual Report should provide the information necessary for<br>shareholders to assess the Company’s position, performance<br>and prospects and, as a whole, should be fair, balanced, and<br>understandable. The Audit Committee considered closely the<br>judgements and decisions taken by the management team in the<br>preparation of the Financial Statements. The Committee reviewed<br>and recommended approval of the half-year and full-year financial<br>statements during the year. Following the listing of our American<br>Depository Shares in October 2022, the Company is also required<br>to file a US annual report (Form 20-F), which the Audit Committee<br>reviewed as part of its year-end process. The sections below set out<br>the significant issues and judgements that were applied in preparing<br>the 2024 Annual Report, as well as providing additional details on<br>other financial reporting matters considered during the year.<br>Significant issues and judgements<br>The Audit Committee has reviewed the following significant financial<br>reporting issues and judgements made during the preparation of the<br>Financial Statements with management and the auditor. The significant<br>areas of focus considered and actions taken are set out below. These<br>issues have been discussed and reviewed by the Audit Committee<br>during 2024 and early 2025, notably at the review of the interim results,<br>at the review and agreement of the audit plan for 2024, and as part<br>of the year-end review and approval process. Please see the section<br>on assumptions and estimation uncertainties in Material accounting<br>policies on pages 167 to 169 for further disclosure on estimates<br>and accounting judgements.<br>Significant matter Action taken<br>Goodwill impairment review<br>The Group carries material balances for goodwill and acquired<br>intangible assets, and due to the acquisition programme makes<br>material additions to these balances each year. The recoverable<br>amount of these assets is determined based on the higher of value-in-use calculations, using cash flow projections, and fair value less costs<br>to sell. Annual impairment tests are primarily based on value-in-use<br>calculations, which require significant judgements in relation to the<br>inputs used, including forecast growth rates, operating margins, and<br>discount rates. Management is required to perform annual tests for<br>impairment on indefinite-lived intangible assets and on other acquired<br>intangible assets when there are indicators of impairment.<br>The Committee reviewed the results of management’s impairment<br>tests for intangible assets in December 2024 and February 2025.<br>The intangible assets were grouped into cash-generating units for the<br>purpose of assessing recoverable amounts, using cash flows based<br>on the most recent strategic plans, as amended for any significant<br>changes since their preparation. Cash flows were discounted using<br>the internally calculated country and category-specific discount<br>rates. The Audit Committee challenged the key judgements and<br>assumptions used in the impairment review, including operating<br>margins assumed in the terminal year. As a result of this review,<br>the Committee was satisfied that the outcome and sensitivity<br>analysis were adequately disclosed in Note B2 Intangible assets.<br>Legacy termite damage claims provisioning<br>As part of the acquisition of Terminix in October 2022, the Group<br>recognised a significant provision for future termite damage claims<br>whose liability existed at the acquisition date. Termite damage claims<br>include judgements on the quantum, timing, and severity of claims<br>over a multi-year period. Management continues to engage a valuation<br>specialist to support with validation of the provision.<br>The judgements here should be read in line with the section above<br>on acquisition accounting.<br>In December 2024 and February 2025, the Committee reviewed the<br>accounting for the legacy termite damage claim provision, including<br>updates to the key assumptions used in the provision modelling.<br>The Committee reviewed the adequacy of the sensitivity analysis<br>on page 178 in light of the estimation and judgement involved.<br>The Audit Committee approved the classification of movements<br>in the provision as an adjusting item in the Group’s alternative<br>performance measures, in line with the Group’s policy.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 117<br>Strategic Report Financial Statements Other Information
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Other financial reporting matters<br>Going concern and viability statements<br>At its meeting in February 2025, the Audit Committee considered the<br>Group’s ability to continue as a going concern, taking into account<br>budgets, borrowing facilities, timing of cash flows, and financial and<br>operational risk management before recommending to the Board that<br>it adopt the going concern basis of preparation for the 2024 Financial<br>Statements. At the same meeting, the Audit Committee also considered<br>the longer-term viability of the Company, reviewing the analysis from<br>management to support the viability statement in the 2024 Annual<br>Report. Both going concern and viability modelled forecasts of future<br>cash flows included stress-testing scenarios and an analysis of other<br>risks that could impact the viability of the business over a one-year and<br>three-year period (2025 to 2027) respectively, and how they could<br>be mitigated. The going concern statement for 2024 can be found on<br>page 237 and the viability statement for 2024 can be found on page 90.<br>Fair, balanced, and understandable reporting<br>During 2024, the Audit Committee undertook a review of the 2023<br>Annual Report ahead of its publication to consider whether it was fair,<br>balanced, and understandable as required by the UK Corporate<br>Governance Code. A similar process was repeated for the 2024 Annual<br>Report at the Audit Committee meeting in February 2025. The Audit<br>Committee received a report from management summarising the<br>process undertaken, which covered, but was not limited to, the<br>following:<br>• The Chief Executive provides input to agree on key elements to be<br>included, which set the tone and balance of the Strategic Report.<br>• All contributors to the Annual Report are made aware of the<br>requirement for content to be fair, balanced, and understandable.<br>• Regular review meetings are held with appropriate senior<br>management to ensure consistency of the whole document.<br>• An extensive review and verification process is undertaken by the<br>appropriate departments and senior managers, using verification<br>software to test and track the accuracy of the content.<br>• Additional independent internal reviews are undertaken to enable<br>any perceived lack of clarity, balance, or understanding in the Annual<br>Report to be identified and addressed.<br>The Audit Committee was satisfied that the Annual Report provided<br>a fair, balanced, and understandable assessment of the Company’s<br>position and prospects. The Board’s statement on fair, balanced, and<br>understandable in relation to the 2024 Annual Report can be found on<br>page 238.<br>Correspondence with regulatory bodies<br>In December 2023, the Company received a letter from the US<br>Securities and Exchange Commission (SEC) following its review of the<br>Company’s Form 20-F for the year ended 31 December 2022. The letter<br>contained questions, among other things, on the presentation of<br>non-GAAP measures in the Financial Statement footnotes and the<br>calculation and presentation of Organic Revenue Growth. Following<br>a review of the points raised, the Company refiled its 2022 Form 20-F<br>in February 2024.<br>The Company received no specific correspondence from the FRC in<br>the period. The areas identified in the FRC’s ‘Key matters for 2024/25<br>reports and accounts’ publication were reviewed. However, no specific<br>changes were required to the Company’s accounts as a result.<br>FRC Minimum Standard<br>The FRC introduced the ‘Audit Committees and the External Audit:<br>Minimum Standard’ (the ‘Minimum Standard’) in May 2023, which<br>operates on a ‘comply or explain’ basis.<br>The Audit Committee considered an in-depth analysis of the new<br>requirements in 2023 and the Committee’s Terms of Reference were<br>updated as a result.<br>The Audit Committee report, in particular the External audit section<br>of the report, describes how the Audit Committee has complied with<br>each of the provisions of the Minimum Standard during the year.<br>The Committee confirms that the Company has met the requirements<br>of the Minimum Standard.<br>External audit<br>External auditor<br>The external auditor is appointed to give an opinion on the Group<br>and Company Financial Statements. The audit includes the review<br>and testing of the data contained in the Financial Statements to the<br>extent necessary, for expressing an audit opinion as to whether they<br>present a true and fair view of the Group and Company affairs as at<br>31 December 2024.<br>PwC has been the Group’s external auditor since May 2021. They were<br>reappointed by shareholders at the 2024 AGM to continue to serve<br>as the Group’s external auditor.<br>Neil Grimes is the Lead Audit Partner. He has been in post since PwC<br>was appointed and will be required to rotate after five years. The<br>external auditor attends all meetings of the Audit Committee. The Audit<br>Committee met with PwC three times without executive management<br>present and met with the Audit Committee Chair independently nine<br>times in 2024.<br>In 2024, the main engagement between the external auditor and the<br>Audit Committee has been in relation to audit strategy, the audit and<br>publication of annual and periodic financial statements, the auditor’s<br>scope and priorities, and its approach to key judgement areas. PwC<br>has also been extensively involved in discussions regarding our SOX<br>programme and the testing of our internal controls.<br>External audit plan and strategy<br>In July, PwC presented the 2024 external audit plan, which summarised<br>the key aspects of their audit planning, including the external auditor’s<br>assessment of Group audit materiality, audit risks, and scope, and the<br>overall approach to the audit of the Company and its subsidiaries. The<br>plan also included a refined SOX programme, with greater reliance on<br>management testing and a more precise scope.<br>At the December meeting, the Audit Committee discussed with the<br>auditors the status of their work, focusing in particular on internal<br>controls and the status of their SOX testing. The results of the controls<br>testing for SOX reporting purposes was considered by the Audit<br>Committee in February 2025, as detailed on page 121.<br>External auditor and audit process effectiveness<br>The effectiveness of the external auditor is monitored throughout the<br>year, including through:<br>• FRC’s Audit Quality Inspection and Supervision report 2023/2024:<br>The Audit Committee received a verbal update on the results of the<br>report during the year, noting that PwC’s audit quality remains<br>consistent, and that the firm has demonstrated good practices and a<br>commitment to continuous improvement.<br>• Progress against external audit plan and strategy: The Audit<br>Committee continually evaluated and monitored progress against the<br>agreed plan, and discussed any issues or reasons for variation from<br>the plan.<br>• Reports to, and interaction with, the Audit Committee: At each<br>meeting, the Audit Committee considers the work undertaken by<br>the external auditor, their insight around key accounting and audit<br>judgements, and the competence with which they have applied<br>constructive challenge in dealing with management. At the year end,<br>the Committee reviews the content of the management letter, and over<br>the year monitors the recommendations made by the external auditor,<br>including progress against the recommendations.<br>• Annual internal effectiveness survey: A tailored online questionnaire<br>covering the overall audit process and the structure and governance<br>of the external audit team is used annually. The questionnaire is<br>completed by the Chief Financial Officer, the Director of Internal Audit<br>& Risk, the Interim Head of Internal Audit & Risk, Finance Directors of<br>the Group’s subsidiaries, the senior finance management team, and<br>the Accounts, Tax, and Treasury functions. The results of the survey<br>are collated by the Chief Financial Officer, and a summary of the<br>findings are provided to the Audit Committee and PwC.<br>Audit Committee Report<br>continued<br>118 Rentokil Initial plc<br>Annual Report 2024
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At its July meeting, the Audit Committee reviewed the results of the<br>annual effectiveness survey presented by the Chief Financial Officer,<br>which highlighted an overall positive response. The Committee<br>identified key strengths and areas for improvement within the survey<br>feedback. This discussion led to several actions, including:<br>strengthening planning processes with regional management;<br>improving communication strategies for audit plans and timelines;<br>refining the process for raising and addressing audit requests; and<br>exploring new approaches to gain deeper insights into business<br>operations and internal controls during audits.<br>Following consideration of all elements of the audit effectiveness review<br>process, including the results of the survey, the Audit Committee<br>confirmed it was satisfied that the external audit process provided by<br>PwC had been delivered effectively for the 2023 financial year. A similar<br>process will be undertaken for the 2024 financial year.<br>External auditor independence and objectivity<br>To safeguard the objectivity and independence of the auditor, the<br>Company has a policy on the engagement of the auditor’s services on<br>audit-related and non-audit services. The Audit Committee accepts that<br>in some instances, certain work of a non-audit nature is best undertaken<br>by the auditor. The policy sets out the nature of services that are<br>permitted and those that are specifically prohibited. In general,<br>permitted services would be limited to matters that are closely related<br>to the annual audit process or where detailed knowledge of the Group<br>is advantageous.<br>The Audit Committee regularly reviews the amount and nature of<br>non-audit work performed by the auditor to ensure that the auditor’s<br>independence is not compromised. Any engagement fee on permitted<br>services in excess of £10,000 requires the approval of the Chair of the<br>Audit Committee and any engagement fee in excess of £250,000<br>requires the approval of the Audit Committee. The Audit Committee<br>has pre-approved permitted services, as outlined in the policy, with<br>fees below £10,000. A copy of the current policy on the provision of<br>non-audit services by the external auditors is available on our website.<br>Audit fees for the statutory audit for 2024 were £6m (2023: £8m). Fees<br>for audit-related assurance services and other non-audit services<br>incurred during the year amounted to £5m (2023: £3m). The ratio of<br>non-audit fees to statutory audit fees for the year was therefore 0.8:1<br>(2023: 0.4:1). The majority of non-audit fees for 2024 related to reporting<br>on internal financial controls. Further details on audit services can be<br>found in Note A8 to the Financial Statements on page 179.<br>The Audit Committee also received confirmation from PwC that it was<br>independent and objective within the context of applicable professional<br>standards.<br>The Audit Committee does not believe that there is any material risk<br>of the Company’s auditor withdrawing from the market.<br>The controls and processes in place, as detailed above, help to ensure<br>that the required level of independence of the auditor is maintained.<br>External auditor tender and appointment<br>The role of external auditor will be put out to tender at least every 10<br>years and will be conducted by no later than 2031 in line with prevailing<br>best practice. The last external tender was in 2020, with PwC appointed<br>to undertake the first external audit for the year ended 31 December<br>2021 following their election as the Company’s auditor at the AGM in<br>May 2021. The Company confirms its compliance with the provisions<br>of the UK Competition & Markets Authority Order regarding statutory<br>audit services for the financial period ended 31 December 2024.<br>The Audit Committee concluded that it is satisfied with the objectivity<br>and independence of the external auditor, PwC, and that the<br>effectiveness of the external audit process was robust. The Audit<br>Committee has recommended to the Board that it seeks shareholder<br>approval for the reappointment of PwC as the external auditor for the<br>financial year ending 31 December 2025.<br>Internal audit<br>Role of Internal Audit<br>Internal Audit provides independent and objective assurance to<br>management, the Audit Committee, and the Board on the effectiveness<br>of the Group’s risk management framework and internal controls.<br>Internal Audit, which is led by the Director of Internal Audit & Risk,<br>reports to the Chief Financial Officer and has direct lines of<br>communication with the Chair of the Audit Committee, the Chief<br>Executive and the Chair of the Board, as well as to all operational and<br>functional leaders in the business.<br>At each meeting, an update on Internal Audit is provided covering an<br>overview of the work undertaken in the period, actions arising from<br>audits conducted, the tracking of remedial actions and progress against<br>the Internal Audit plan, and SOX compliance. The Audit Committee<br>Chair routinely meets independently with the Director of Internal Audit &<br>Risk to discuss the results of the audits performed and any additional<br>insights obtained on the risk management and control environment<br>across the organisation.<br>In December 2024, the Audit Committee reviewed and approved the<br>Internal Audit Charter, which defines the purpose, authority, and<br>responsibility of the Internal Audit function. Changes were made to<br>reflect the new global standards issued by the Institute of Internal<br>Auditors. The next planned review of the Internal Audit Charter will<br>be in 2026.<br>Internal Audit plan<br>The 2024 Internal Audit plan was approved by the Audit Committee in<br>December 2023. The plan is structured to align with the Group’s risk<br>profile, control environment, and assurance arrangements. The plan for<br>2024 included a continued focus on IT and SOX testing, exploration of<br>automated auditing using data analytics, testing requirements for TCFD<br>and CSRD, and a variety of thematic audits to proactively address<br>emerging risks.<br>The common themes arising from the Internal Audit work during 2024<br>were presented to the Audit Committee in December 2024, together<br>with recommendations to senior management to improve the controls<br>across some processes. None of the failures identified in the control<br>environment by Internal Audit or any of the recommendations relating<br>to individual audits represented a systemic underlying issue. The overall<br>work of the Internal Audit function is used by the Audit Committee and<br>the Board in their assessment of the adequacy of the Group’s financial<br>and operational controls environment.<br>The Internal Audit Plan for 2025, approved by the Audit Committee<br>in December 2024, includes these key components: country audits,<br>a continued focus on SOX testing, fraud management, North America<br>branch audits, preparation for the Internal Audit requirements under<br>CSRD testing, and continued thematic audits.<br>Internal Audit effectiveness<br>The Audit Committee assessed the effectiveness of the Internal Audit<br>function by reviewing its Internal Quality Assessment. This assessment,<br>conducted anonymously by stakeholders across the Group, including<br>business leaders and Audit Committee members, evaluated service<br>delivery, technical proficiency, and the effectiveness of the Internal<br>Audit plan through a series of targeted questions.<br>The Audit Committee also ensures that an independent third-party<br>assessment of the effectiveness and processes of the Internal Audit<br>function is conducted at least once every five years, in line with the<br>requirements of the Institute of Internal Auditors’ International Standards<br>for the Professional Practice of Internal Auditing. The most recent such<br>assessment was undertaken in 2021.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 119<br>Strategic Report Financial Statements Other Information
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Governance and compliance<br>Compliance and whistleblowing<br>The Audit Committee has responsibility for reviewing the Company’s<br>procedures for handling compliance with our Code of Conduct and<br>Anti-Corruption Policy, and confidential reporting (whistleblower)<br>arrangements, known as Speak Up.<br>The Group’s Code of Conduct, which outlines our commitment to<br>comply with all applicable legal requirements and with high ethical<br>standards, can be found on our website. It sets out how colleagues can<br>seek advice and report concerns about suspected ethical or illegal<br>misconduct policy violations. The Company uses an international<br>confidential Speak Up email address and phone line to allow colleagues<br>to report any suspected wrongdoing internally to independent senior<br>management at Group level.<br>The Company has also established a separate Speak Up line for<br>suppliers and their employees or other stakeholders to report genuine<br>concerns over malpractice, illegal acts, or failures to comply with<br>recognised standards of ethical behaviour that they observe at any<br>point within our global supply chain.<br>Reported cases are monitored by Internal Audit and any potential<br>misconduct reported is formally investigated and appropriate action<br>taken, with the results of the investigation being reported back to the<br>whistleblower where possible. The Director of Internal Audit & Risk<br>provides regular updates to the Audit Committee of any control<br>incidents.<br>The Audit Committee also periodically reviews the communication<br>process in place throughout the Company regarding whistleblowing<br>and the use of Speak Up to ensure its effectiveness and to monitor our<br>colleagues’ understanding of the system.<br>The Audit Committee is informed of the outcome of the annual Letter<br>of Assurance process whereby senior management are required to<br>confirm compliance with key Group policies, including the Code of<br>Conduct, and the dissemination of these policies to their respective<br>country and functional teams. An overview of exceptions reported<br>during the process is shared with the Audit Committee and any thematic<br>issues raised are also shared with the Executive Leadership Team as<br>required.<br>Governance<br>In 2024, the Audit Committee reviewed the alignment of the Group to<br>Provision 29 of the UK Corporate Governance Code relating to the risk<br>management and internal control framework, which will apply to<br>financial years beginning on or after 1 January 2026. The Committee<br>also considered fraud controls together with the Group’s readiness<br>under the Economic Crime and Corporate Transparency Act 2023.<br>The Committee also reviewed proposed amendments to the policy on<br>Provision of Non-Audit Services by the External Auditor to reflect the<br>updated FRC Revised Ethical Standard 2024.<br>Risk management and internal control<br>Risk management and internal control framework<br>The Board has overall responsibility for maintaining an effective risk<br>management and internal control framework. The Board delegates<br>responsibility for risk management to the Audit Committee, where<br>appropriate. The risk management and internal control framework is<br>designed to manage and mitigate risk, rather than eliminate the risk of<br>failure to achieve business objectives. In pursuing business objectives,<br>internal controls and risk management can only provide reasonable,<br>and not absolute, assurance against material misstatement or loss.<br>The Group’s risk management structure and process is detailed on<br>pages 83 and 84. The responsibilities of the Board, some of which it<br>chooses to delegate to the Audit Committee, include:<br>• review and approval of the Group’s overall strategy, which includes<br>reviewing the risks that may prevent the Group from achieving its<br>objectives and ensuring that these risks are mitigated or managed to<br>an acceptable level;<br>• regular reviews of business performance, including updates of the<br>risks that the business is facing, and challenging management to<br>obtain assurance that these risks are being effectively managed;<br>• review of management’s approach to identifying and managing risk,<br>and recommending enhancements;<br>• evaluation of the effectiveness of internal controls, including financial,<br>operational, and compliance controls;<br>• evaluation of the effectiveness of internal and external audits;<br>• delegation of authority to the Chief Executive and Chief Financial<br>Officer to make commitments on behalf of the Company; and<br>• the evaluation of the effectiveness of our internal controls.<br>Risk and internal controls<br>The identification and management of risk is integrated into the<br>development of the Group’s strategy and the day-to-day operational<br>execution of the strategy by the regions and business units. Ensuring<br>that risks are identified and managed effectively is a part of every<br>manager’s and supervisor’s job through leadership of the teams for<br>which they are responsible. An assessment of the emerging and<br>principal risks facing the Group, including those that would affect its<br>business model and future performance, is carried out by the Board.<br>The principal risks identified can be found in the Risk and Uncertainties<br>section on pages 85 to 89.<br>The Audit Committee receives regular reports from the Chief Financial<br>Officer and the Director of Internal Audit & Risk on financial controls and<br>process improvement programmes, including:<br>• an annual report on the overall status of the control environment in the<br>Group, including the results of testing and reports on identified areas<br>of weakness in controls;<br>• action plans on control environment improvements and updates<br>on their implementation;<br>• updates on control weaknesses and planned actions to prevent<br>a reoccurrence;<br>• periodic reports from regional and Group finance executives,<br>and Internal Audit; and<br>• updates on the SOX implementation programme.<br>During 2024, the Audit Committee was updated on the risk and control<br>environment in the main businesses, as well as the Regional Finance<br>Directors’ assessment of the quality and priorities of the Finance<br>function in the relevant parts of the business. The Audit Committee<br>received and discussed reports from the Regional Finance Directors<br>of the Europe, LATAM, Asia & MENAT, and UK & Sub-Saharan Africa<br>regions, with other regional updates provided as part of the Board<br>agenda. This provides a high-level insight for the Audit Committee<br>on potential risks.<br>In October 2024, the Audit Committee considered the comprehensive<br>review undertaken by management and the set of actions to enhance<br>the financial control environment in North America. The actions included<br>recommendations from Grant Thornton, who were engaged to perform<br>an analysis with the support of their specialist accounting team. The<br>Committee received regular status updates on these actions from the<br>Chief Financial Officer, and Interim Chief Financial Officer of North<br>America, which included:<br>• engagement of additional external resource to support execution<br>of Grant Thornton’s recommendations, and a focus on control<br>remediation;<br>• prioritisation of control operation within the finance team; and<br>• the recruitment of a permanent Chief Financial Officer for North<br>America, Aaron Coley, who joined the Group in December 2024.<br>Audit Committee Report<br>continued<br>120 Rentokil Initial plc<br>Annual Report 2024
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The Audit Committee continues to evaluate cyber incidents and risk<br>throughout the year and, although there is no indication we are a<br>specific target, we remain vigilant given both the number and<br>seriousness of cyber attacks, with repeated distributed denial-of-service<br>attacks and attempted ransomware incidents. Our cyber technology<br>and resilience have continued to allow us to detect and avert complex<br>and volatile threats before they are able to have any material impact on<br>our operations. This is an area we will continue to prioritise and monitor<br>as we integrate and synchronise IT capabilities across the Group. See<br>page 109 for more information on cyber security.<br>The Audit Committee also receives the minutes of the Group Risk<br>Committee. The Group Risk Committee comprises key functional<br>and operational senior managers, and considers the risk framework,<br>and key and emerging risks. Where appropriate, items that are raised<br>as significant or emerging issues by the Group Risk Committee are<br>reflected in adjustments to the control environment.<br>In 2024, some control incidents were experienced, including:<br>• third-party hosting attack in Brazil. No data was lost and additional<br>training was provided to colleagues;<br>• two businesses performed work without authorisation under the<br>Group’s internal Pink Note process. This was subsequently rectified<br>and guidance reissued; and<br>• a vendor fraud incident in the North America region of immaterial scale<br>to the Group.<br>The Audit Committee receives regular reports of matters reported via<br>Speak Up, our internal whistleblowing process. There were 108 control<br>incidents reported in 2024 (2023: 103). The nature of the matters<br>reported remain similar to previous years and principally relate to<br>employee and employment matters, with very few relating to fraudulent<br>activity. There were no reports made to our Supplier Speak Up line.<br>SOX controls<br>At each meeting in 2024, the Audit Committee received an update on<br>the status of the Company’s SOX programme. The updates included<br>details regarding progress against the defined plan and design<br>effectiveness on the specific controls. The updates reviewed both<br>business process controls and IT governance controls, as well as<br>progress by specific processes and countries. The updates also<br>considered testing plans, operating effectiveness results, and tracking<br>any identified deficiencies and associated remediation plans. At the<br>request of the Audit Committee, a monthly status report was also<br>provided outside of the scheduled meetings to allow for continuous<br>visibility.<br>In 2023, the Group identified a material weakness relating to IT general<br>controls. The Chief Information Officer presented an update to the<br>Committee at four of the five Committee meetings in 2024 on the<br>progress of the remediation work.<br>An in-depth review of the status of our SOX compliance for 2024 was<br>also undertaken at the December 2024 and February 2025 meetings,<br>including discussion as to any identified material weakness. For the<br>2024 financial year, the evaluation of effectiveness of our internal<br>controls identified no material weakness. The Board and the Audit<br>Committee reviewed the work completed to remediate the 2023<br>material weakness relating to IT general controls and are satisfied this<br>has been remediated.<br>Effectiveness of risk management and internal control framework<br>The Board, with the support of the Audit Committee, conducted a<br>review of the effectiveness of the system of internal control for the year<br>ended 31 December 2024 and confirms that:<br>• the Group has an ongoing process for identifying, evaluating,<br>and managing the significant risks faced by the Group;<br>• this process has been in place for the year under review and up to<br>the date of approval of the Annual Report and Financial Statements;<br>• the Board reviews the process regularly; and<br>• the process operates in accordance with the UK Corporate<br>Governance Code and the FRC Risk Management and Internal<br>Control Guidance.<br>Audit Committee effectiveness<br>In 2024, a review of effectiveness of the Audit Committee was<br>undertaken using internal questionnaires. The review concluded<br>that the Audit Committee continues to operate effectively and<br>is well-integrated into the Board decision-making processes.<br>Full details of the Board evaluation review, including its outcomes<br>and actions, are disclosed on page 108.<br>Read the Audit Committee’s terms of reference at rentokil-initial.com/investors/governance<br>Read our Policy on the Provision of Non-Audit Services by the External Auditors at rentokil-initial.com/investors/governance<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 121<br>Strategic Report Financial Statements Other Information
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Dear Shareholder<br>I am pleased to present to you the report of the work undertaken by<br>the Nomination Committee in the year ended 31 December 2024.<br>During the year, the Nomination Committee continued to assist the<br>Board in fulfilling its responsibilities, with a particular focus placed on<br>the composition of, and succession planning for, the Board and senior<br>management.<br>In October, Brian Baldwin joined the Board as a Non-Executive Director.<br>He was also appointed a member of the Nomination and Remuneration<br>Committees. Brian is currently the Head of Research at Trian Fund<br>Management, L.P., an investment management firm with an investment<br>of approximately 2.55% in Rentokil Initial plc, and brings extensive<br>experience in investment analysis and operations, and the US market.<br>Brian is settling into his role well, bringing additional insight and valuable<br>challenge as we continue to execute our strategic priorities.<br>In January 2025, we welcomed Paul Edgecliffe-Johnson to the Board<br>as Chief Financial Officer. Paul succeeded Stuart Ingall-Tombs, who<br>retired, stepping down from the Board on 31 December after 17 years<br>with the Company. Paul brings 25 years of experience in finance and<br>international businesses, having most recently been Chief Financial<br>Officer at Flutter Entertainment plc. Given his exceptional track record,<br>I am confident that Paul will make a significant impact in this role and<br>prove an excellent addition to the Board.<br>The Nomination Committee also spent time discussing the North<br>American Leadership Team to ensure we have the team in place to<br>execute our strategy for the region. In 2024, we welcomed Rebecca<br>Charles as our new Chief Marketing Officer and Daniel Tripoli as our<br>new Chief Operating Officer for the region. We also appointed Aaron<br>Coley to succeed Jason Coyle as CFO, North America. Following the<br>announcement in January 2025 of Brad Paulsen stepping down from<br>his position as CEO, North America, the Nomination Committee will<br>continue to support the Board and management in reviewing the<br>pipeline succession for the CEO, North America role. We are delighted<br>that Alain Moffroid, our Chief Commercial Officer, has accepted the<br>appointment as the Interim CEO, North America. Alain is a highly<br>experienced leader at Rentokil, and has extensive experience in both<br>residential and commercial pest control.<br>As is its usual practice, the Nomination Committee reviewed succession<br>planning for our Executive Directors and members of our ELT during the<br>year. In December, the Nomination Committee considered detailed<br>succession plans for key roles. To ensure Board familiarity with senior<br>managers and potential succession candidates, a number of senior<br>managers and colleagues from across the Group have also presented<br>to the Board or met with Directors during 2024 and it is planned that<br>this engagement will continue in 2025 as part of the Board’s ongoing<br>practice of meeting with talent from around the world.<br>Richard Solomons<br>Chair of the Nomination Committee<br>Areas of focus in 2024<br>• Appointment of a new Non-Executive Director<br>• Embedding of new Audit Committee Chair<br>• Executive Director and senior management succession planning<br>and talent development<br>• Skills, knowledge, experience, and diversity of the Board<br>Areas of focus in 2025<br>• Transition to, and embedding of the new Chief Financial Officer<br>• Appointment of an additional Non-Executive Director<br>• Executive Director and senior management succession planning<br>and talent development<br>• Skills, knowledge, experience, and diversity of the Board<br>Committee members:<br>Richard Solomons (Chair)<br>Brian Baldwin<br>David Frear<br>Sally Johnson<br>Sarosh Mistry<br>John Pettigrew<br>Cathy Turner<br>Linda Yueh<br>In this report:<br>• Board recruitment and succession process – page 124<br>• Senior management succession planning – page 124<br>Nomination Committee Report<br>The Nomination Committee continued to<br>look at future-proofing the Company<br>through thorough succession planning.<br>Richard Solomons<br>Chair of the Nomination Committee<br>122 Rentokil Initial plc<br>Annual Report 2024
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Role of the Nomination Committee<br>The Nomination Committee monitors the composition and balance<br>of the Board and its Committees by identifying and recommending to<br>the Board the appointment of new Directors and Committee members<br>and ensuring they have the appropriate balance of skills, knowledge,<br>experience, and diversity to govern the Company in a professional,<br>ethical, and transparent manner.<br>The Nomination Committee also oversees talent and succession plans<br>for members of the ELT and the Group General Counsel & Company<br>Secretary, ensuring the development of a diverse pipeline for the future<br>senior management of the Group.<br>Additionally, it plays an active role in setting and meeting diversity<br>objectives and strategies for the Company as a whole, and has<br>oversight of the impact of these diversity initiatives.<br>The full responsibilities of the Committee are set out in its terms<br>of reference, which were last reviewed in December 2024 and are<br>available on our website.<br>Membership and attendance<br>All Non-Executive Directors are members of the Nomination Committee<br>to ensure they have a formal forum to input and help determine the<br>composition of the Board. The Chair of the Board, Richard Solomons,<br>chairs the Nomination Committee.<br>The Nomination Committee met for three scheduled meetings during<br>the year and full details of members’ attendance during 2024 can be<br>found on page 98. Members of the Committee also hold discussions<br>as required outside of the formal meetings, including a number of<br>unscheduled meetings to consider the appointment of Brian Baldwin<br>as a new Non-Executive Director and Paul Edgecliffe-Johnson as the<br>Chief Financial Officer.<br>The Nomination Committee Chair will seek views in advance from any<br>member who cannot attend a meeting and provide a briefing on<br>outcomes. There were only two occasions in the year where a member<br>was unable to attend. Papers and minutes of the meeting are circulated<br>to all Nomination Committee members.<br>The Chief Executive also usually attends meetings of the Nomination<br>Committee, especially to assist with discussions of executive succession<br>and talent programmes, as does the Group HR Director. The Group<br>General Counsel & Company Secretary acts as secretary to the<br>Nomination Committee.<br>Nomination Committee effectiveness<br>The effectiveness of the Nomination Committee was considered as part<br>of the Board effectiveness review undertaken in 2024, with the output<br>considered and follow-up actions agreed by the Nomination Committee.<br>The review concluded that the Nomination Committee continues to<br>operate effectively.<br>In 2025, the Nomination Committee will focus on Executive Director and<br>senior management succession planning, focusing on the depth and<br>breadth of skills in leaders and key teams globally. Full details of the<br>Board evaluation review, including its outcomes and actions, are<br>disclosed on page 108.<br>Managing conflicts of interest<br>The Directors have a statutory duty to avoid a situation where they have,<br>or could have, a direct or indirect interest that conflicts or might possibly<br>conflict with the interests of the Company. The Board is permitted,<br>under powers from shareholders contained in the Company’s articles<br>of association, to authorise actual or potential conflicts of interest.<br>We have a procedure to manage the situation where a Director has<br>a conflict of interest, and as part of the process the Board considers<br>each potential conflict situation on its merits. Since the procedure was<br>introduced, a number of potential situational conflicts arising from<br>appointments on external boards, or through some other ongoing<br>relationship, have been authorised after review by the Board, none<br>of which is subject to any specific restriction or condition. We maintain<br>and review annually a register of authorisations granted during the year,<br>and directors are reminded to at regular points throughout the year.<br>The Nomination Committee reviews the current schedule of<br>authorisations on an annual basis, with a view to considering whether<br>they remain appropriate or whether they should be revoked or<br>otherwise limited. In 2024, it was concluded that no updates were<br>necessary. All authorisations given were considered to remain<br>appropriate and none were revoked or otherwise limited.<br>The conflicts of interest process also informs the assessment of the<br>independence of Board members. You can find further details of the<br>assessment on page 99.<br>The Nomination Committee considered the following key areas during 2024 and early 2025:<br>Matters considered Discussion and outcome Find out more<br>Board succession The Nomination Committee considered succession plans for the Board and<br>nominated Brian Baldwin and Paul Edgecliffe-Johnson for their respective<br>appointments.<br>See page 124 for more<br>information<br>Senior management<br>succession<br>Senior management succession was considered throughout the year, with a<br>detailed briefing on talent and succession planning.<br>See page 124 for more<br>information<br>Terms of reference The Nomination Committee reviewed its terms of reference in December 2024. Available to view on<br>our website<br>Nomination Committee<br>effectiveness<br>The Nomination Committee undertook a review of its effectiveness. See above<br>Director effectiveness A review of individual Directors’ performance was conducted, as part of the Board<br>evaluation process.<br>See page 109 for more<br>information<br>Diversity The Nomination Committee considered diversity-related reporting and targets,<br>and reviewed the effectiveness of the Board diversity policy.<br>Conflicts of interest The Nomination Committee reviewed potential conflicts of interest authorised by<br>the Board.<br>See above<br>Activities of the Nomination Committee in 2024<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 123<br>Strategic Report Financial Statements Other Information
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Board recruitment and succession process<br>Board recruitment and appointment procedure<br>The Nomination Committee is responsible for ensuring there is a formal,<br>rigorous, and transparent process in place for appointing Directors.<br>Potential appointments are assessed with a view to ensuring the optimal<br>composition for the Board to discharge its duties and responsibilities<br>effectively. Candidates are considered from a diverse group of<br>individuals whose skills and experience have been gained in a variety of<br>backgrounds. Successful candidates have to demonstrate integrity and<br>independence of mind and must enhance the overall effectiveness of<br>the Board. All appointments are considered objectively and are made<br>on merit. We support the process of appointing new Directors to the<br>Board by using external recruitment consultants.<br>Director reappointment<br>As detailed in last year’s report, as part of the review of the Directors’<br>Remuneration Policy, it was proposed to remove the fixed term of<br>three years subject to annual re-election by shareholders for all<br>Non-Executive Directors, given that a fixed term appointment was a<br>legacy construct under old corporate governance codes where annual<br>re-election was not required. Following the approval of the Directors’<br>Remuneration Policy at the 2024 AGM, all Non-Executive Directors were<br>provided with revised letters of appointment, in which the fixed<br>appointment term had been removed. All Non-Executive Directors<br>remain subject to annual re-election by shareholders.<br>Non-Executive Director succession<br>The Nomination Committee is responsible for ensuring plans are in<br>place for orderly succession to the Board, taking into account the<br>challenges and opportunities facing the Company, and the skills,<br>expertise, and diversity needed on the Board in the future. Accordingly,<br>the Nomination Committee considers Non-Executive Director<br>succession on a regular basis to ensure that changes to the Board are<br>proactively planned for. As part of this consideration, the Nomination<br>Committee monitors the Non-Executive Directors’ tenure, and reviews<br>potential departure dates assuming the relevant Directors are not<br>permitted to serve more than nine years from their appointment date,<br>unless in exceptional circumstances.<br>Following discussions with Trian Fund Management L.P, Brian Baldwin<br>was appointed as a Non-Executive Director from 1 October 2024, and a<br>member of the Nomination Committee and Remuneration Committee.<br>The process to appoint Brian included interviews with the Chair and the<br>Chief Executive, and the members of the Nomination Committee, with<br>consideration also given to the candidate references provided. As Brian<br>is Head of Research at Trian Fund Management, L.P, a shareholder of<br>the Company, deliberation was given as to the management of any<br>potential conflicts of interest. On the recommendation of the<br>Nomination Committee, the Board determined that Brian was a suitable<br>appointment, in light of his skills and experience, and was considered<br>independent. The Nomination Committee gave consideration to Brian’s<br>independence given his role at Trian Fund Management L.P,<br>subsequently concluding that it would not impede his independence to<br>the Board.<br>The Nomination Committee has also started the process to appoint at<br>least one further Non-Executive Director with specific experience in US<br>network-based services industries and/or business-to-consumer digital<br>marketing. A candidate brief has been prepared, to assist in finding a<br>suitable candidate.<br>Senior management succession planning and<br>talent development<br>The Board and Nomination Committee recognise that strategic,<br>thoughtful, and practical succession planning and talent development is<br>critical to the long-term success of the Company. The Board has ultimate<br>responsibility for succession planning for Executive and Non-Executive<br>Directors and senior management, supported by the oversight and<br>recommendations of the Nomination Committee. The Nomination<br>Committee undertakes to bring new challenge and oversight to the<br>process, and to support the business strategy and operational goals<br>in appointments.<br>While Board approval is only required for changes to the ELT, as outlined<br>below, the Nomination Committee also considers senior talent and<br>succession planning below this level. The Company has spent additional<br>time over 2024 strengthening the North American Leadership Team,<br>with new appointments to the Chief Marketing, Chief Operating, and<br>Chief Financial roles.<br>In the second half of 2024, the Nomination Committee undertook a<br>recruitment process to identify a suitable successor for the Chief<br>Financial Officer, Stuart Ingall-Tombs. The executive search agency<br>Egon Zehnder was appointed to support the process. Egon Zehnder<br>do not have any connections with the Company or any Director that<br>may impair its independence and is a signatory to the Enhanced Code<br>of Conduct for Executive Search Firms.<br>The Nomination Committee worked with Egon Zehnder, with the<br>support of the Group HR Director, to devise an appropriate candidate<br>specification. Consideration was given as to the preferred attributes and<br>experience for the role against the backdrop of the current composition<br>of the Board, and the strategic priorities for the Group.<br>A desktop review of possible external candidates was conducted by Egon<br>Zehnder, in order to evaluate their fit against the role criteria, including the<br>skills and competencies identified, and our culture. Shortlisted candidates<br>met with the Chair and the Chief Executive, with the preferred candidate<br>subsequently being interviewed by the Group HR Director, the Senior<br>Independent Director, the Audit Committee Chair, the Remuneration<br>Committee Chair and other members of the Board as appropriate.<br>Full details of the preferred candidate were provided to the Nomination<br>Committee, along with feedback from the interview process. Following<br>deliberation, the Nomination Committee recommended the<br>appointment of Paul Edgecliffe-Johnson to the Board, to succeed Stuart<br>Ingall-Tombs as Chief Financial Officer. Stuart retired on 31 December<br>2024, with Paul joining the Board on 1 January 2025.<br>The succession planning process involves the evaluation of each<br>leadership team role along with other critical roles against whether there<br>are successors ready now, ready in one to two years, or ready in three to<br>five or more years, as well as identifying any emergency cover in place for<br>those roles. Colleagues identified as successors and select talented<br>colleagues are included in a talent pool and put through a robust<br>development assessment and planning process where strengths and gaps<br>are identified using, among other measures, psychometric assessments,<br>career conversations, and a 360-degree feedback assessment. The<br>information from this is applied to help create effective development plans<br>as well as to inform the content of the talent pool development sessions.<br>In 2024, a full succession planning review of regional and functional<br>leadership teams and critical roles was completed. The Group HR Director<br>and HR Director Global Talent & Group Functions presented a detailed<br>update on the Company’s talent strategy to the Nomination Committee in<br>December. The session reviewed the talent and succession update as well<br>as providing a spotlight on talent selection in North America.<br>The Nomination Committee considered the succession plans for the<br>Chief Executive, Chief Financial Officer and other members of the ELT,<br>including a discussion as to the potential ELT of the future. Global and<br>critical role succession was also reviewed, with an update on regional<br>leadership succession plans provided.<br>In 2024, there were two changes to the ELT, with Alain Moffroid, an<br>existing member of the ELT, being appointed Chief Commercial Officer<br>in April 2024, in succession to Gary Booker. Fabrice Quinquenel<br>succeeded Alain as Managing Director, Europe.<br>In January 2025 we announced that Alain would become the Interim<br>CEO, North America, following the departure of Brad Paulsen. The<br>Nomination will consider permanent succession options to the role<br>over 2025. Alain’s tenure with the Group, with extensive experience<br>of both residential and commercial pest control, makes him a highly<br>experienced leader and excellent candidate to lead the North American<br>business at this time.<br>Nomination Committee Report<br>continued<br>124 Rentokil Initial plc<br>Annual Report 2024
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The Nomination Committee considered the progress made towards<br>the priorities identified in relation to talent for 2024. The Company has<br>established global, regional, and fast-track talent pools to help identify<br>successors for key roles and to identify and accelerate the development<br>of fast-track talent. The Board aims to familiarise itself as much as<br>possible with the senior management team, as well as colleagues<br>identified as successors or ‘high potentials’ through its ongoing<br>engagement programme. More details can be found on page 111.<br>The effectiveness of our talent development and succession planning<br>activity is regularly monitored. In our ELT and Group Leadership Forum<br>(GLF; our top c.100 senior management team), 75% and 79% of roles<br>respectively have near-term successors identified. While the ELT level<br>is slightly down from the prior year, the GLF level has improved by 2%.<br>Promotion rates have also increased, by 6% from 2023 to 72% in 2024,<br>following recent leadership appointments.<br>Corporate Governance<br>Rentokil Initial plc<br>Annual Report 2024 125<br>Strategic Report Financial Statements Other Information
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Nomination Committee Report<br>continued<br>126 Rentokil Initial plc<br>Annual Report 2024
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Directors’ Remuneration Report<br>Dear Shareholder<br>It is my pleasure to present to shareholders, on behalf of the Board,<br>the Directors’ Remuneration Report, for the financial year ended<br>31 December 2024. I hope you find the information in this report<br>clearly explains the remuneration approach taken by the Company<br>and enables you to understand how it links performance to business<br>strategy and results.<br>The key areas of focus include:<br>• the review and subsequent approval of the Directors’ Remuneration<br>Policy (the Policy) at the AGM in May 2024;<br>• the review and approval for the terms of the retiring CFO and the<br>appointment terms of the incoming CFO;<br>• continuing the integration of the Terminix acquisition; and<br>• continuing to focus on the remuneration for all colleagues as<br>cost-of-living challenges continue to impact across the globe.<br>Policy renewal<br>Concluding the Policy review, which commenced in 2023, was a key<br>area of focus in the first half of 2024. The main aim of our Policy was<br>to ensure that it supports the delivery of our strategy and appropriately<br>balances incentivisation of the Executive Directors with the interests<br>of shareholders, employees and the wider community.<br>We engaged extensively throughout the Policy review with our largest<br>shareholders, who hold around 50% of our share capital, along with<br>shareholder representative bodies and proxy agencies. A large number<br>of our shareholders provided valuable feedback that helped shape<br>our final proposals. We appreciated the time that was invested by<br>shareholders and offer our sincere thanks for all the support and advice<br>we received.<br>The Policy was approved by 95.07% of shareholders at the AGM on<br>8 May 2024 and came into effect immediately.<br>Key decisions in 2024<br>Context of business performance<br>It has been a challenging year and performance overall is not yet where<br>we expect it to be. This is attributable to the challenges experienced in<br>North America from the more modest organic growth and cost overruns<br>during the peak pest season which resulted in adjusted Operating Profit<br>being down 4.2%. However, the International business grew strongly<br>with Revenue up 8.2% and Adjusted Operating Profit up 5.7%.<br>Our incentive structures continue to reinforce our strong link between<br>performance and reward, and therefore, as you would expect, our<br>overall performance is reflected in the significantly reduced incentive<br>payments to our Executive Directors.<br>Notwithstanding the financial results we have made progress against<br>those areas critical for longer term performance, these include; State of<br>Service, which increased from 97.8% in 2023 to 98.3% in 2024; and<br>Customer Retention, which increased from 82.3 to 82.8% (see page 25<br>for further information). We have also made further strong progress on<br>our Employer of Choice goals (see pages 65 and 66 for further<br>information) and Colleague Retention, which increased from 84.2% in<br>2023 to 86.6% in 2024 (see page 24). Our ability to attract, develop and<br>retain our frontline colleagues has continued to improve in 2024, with<br>retention higher across both Service and Sales colleague groups,<br>particularly in our North America business.<br>Our share price reduced as a result of our trading update in September,<br>resulting in our shares finishing lower at the end of the year than at<br>the start (Share price on 31 December 2024 was 400.8p compared<br>to 440.8p on 31 December 2023). There is strong alignment of our<br>senior employee experience with that of shareholders given the<br>extensive holding of stock across the Group, including our CEO who<br>holds 16 times his base salary in shares.<br>Areas of focus in 2024<br>• Renewal and approval of the Directors’ Remuneration Policy at the<br>2024 AGM<br>• The continued successful integration of the Terminix acquisition<br>• Keeping all-employee reward under review given the<br>macroeconomic challenges<br>Areas of focus in 2025<br>• Embedding Directors’ Remuneration Policy<br>• Ensuring pay outcomes appropriately reflect business performance,<br>management contribution and the experience of stakeholders<br>• Continue to review wider workforce pay arrangements across<br>the Group<br>• The induction of new Committee member, Brian Baldwin<br>Committee members:<br>Cathy Turner (Chair)<br>Brian Baldwin (from 1 October 2024)<br>David Frear<br>Sarosh Mistry<br>Linda Yueh<br>In this report:<br>130 Remuneration at a glance<br>Key headline details on performance and remuneration in 2024<br>132 Directors’ Annual Remuneration Report – Introduction<br>Details of the Remuneration Committee and its activities during 2024<br>134 Directors’ Annual Remuneration Report – 2024<br>Details of Directors’ remuneration received during 2024<br>145 Directors’ Annual Remuneration Report – Looking forward<br>2025<br>Details of how the Directors’ Remuneration Policy will be<br>implemented in 2025<br>148 Directors’ Remuneration Policy<br>Copy of the Directors’ Remuneration Policy approved at the<br>Company’s AGM on 8 May 2024<br>The Remuneration Committee plays a crucial role in<br>ensuring we have the right Remuneration Policy in<br>place to recruit, retain and incentivise our Executive<br>team to achieve our business strategy, as well as<br>ensuring pay outcomes appropriately reflect<br>organisational performance, management<br>contribution and the experience of stakeholders.<br>Cathy Turner<br>Chair of the Remuneration Committee<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 127
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Directors’ Remuneration Report<br>continued<br>Wider workforce engagement<br>The Committee has continued to consider the wider workforce to<br>enable understanding of the broader remuneration and related policies,<br>and their impact. We continue to believe in and embed practices that<br>enable all Board members to participate in and support this agenda.<br>Engaging with the wider workforce and understanding their views was<br>already a practice that the Board had undertaken for many years prior<br>to the introduction of the requirements by the FRC UK Corporate<br>Governance Code (Code), through initiatives such as Employer of<br>Choice (see page 111 and pages 65 and 66 for more information).<br>Salary review<br>The CEO’s base salary was increased to £1,040,000 and the CFO’s base<br>salary was increased to £635,000, in July 2024, which comprised a 4%<br>increase in line with the 2024 increases for management levels in the<br>UK (UK average increase was 6%), plus an 8% adjustment to align with<br>the market. As detailed in last year’s report, this increase was the result<br>of a review undertaken at the same time as the Policy review, and in<br>consultation with shareholders, due to the increased complexity of the<br>Group following the Terminix acquisition in October 2022. The review<br>took into consideration the impact of the changes on the business, and<br>subsequently on the scope of the role, how the CEO’s and CFO’s skills<br>and experience has developed since the last review in 2020, and the<br>appropriate benchmark data. The realignment of reward, weighted to<br>performance, resulted in the CEO total remuneration benchmarking<br>to the market median and the CFO at 95% of the median.<br>Annual bonus outcome<br>The annual bonus for Executive Directors rewards both Company<br>and personal performance. Following the Policy review the maximum<br>opportunity was increased from 180% of salary to 225% of salary.<br>The Company element is designed to reward sustainable profitable<br>growth and Adjusted Free Cash Flow to align the Executive Directors’<br>incentives with the Group strategy. As with all incentives across the<br>business, the targets set continue to be stretching.<br>The Company element of the scheme for Executives Directors operates<br>in the same way for all managers, a population of more than 3,400<br>colleagues, the only difference being that some targets are aligned to<br>their specific business area rather than being based on overall Group<br>performance. How the scheme operates and the performance<br>outcomes at Group level are described below.<br>• Company performance – This element equates to 86.7% of the<br>potential bonus and is zero given that the profit threshold was not<br>met. The detail of how the plan operates is as follows: there are two<br>performance gateways based on profit and cash generation that<br>must be achieved in order for bonus to be payable for the company<br>performance metrics. The free cash flow target was achieved,<br>but the profit target was not achieved.<br>• Personal performance – The Executive Directors are assessed<br>on their personal performance with the potential of up to 30% of<br>salary based on these objectives, which are measured through<br>the Company’s performance and development review process.<br>The Committee has given careful consideration to the Executive<br>Directors’ performance ratings and their overall bonus outcomes.<br>• The Committee recognises that this has been an extremely<br>demanding year, particularly with regard to the significant workload<br>related to the integration of Terminix, and wanted to recognise the<br>overall progress that has been made this year. With this in mind, both<br>the CEO, Andy Ransom, and CFO, Stuart Ingall-Tombs, were awarded<br>a performance rating of 3. These assessments are set out on page 136<br>of the report and demonstrate the good personal performance both<br>executives have delivered during a challenging year for the Company.<br>This rating would result in a bonus of 15% of salary, which equates to<br>6.7% of the maximum overall bonus opportunity. However, the CEO<br>and CFO, in agreement with the Remuneration Committee and Board,<br>did not feel that it was appropriate that a bonus be paid given the<br>overall financial performance for the year. As such, no bonus will be<br>payable to the CEO and the CFO in relation to the 2024 financial year.<br>• Total bonus outcome – No bonus was payable to either Andy Ransom<br>or Stuart Ingall-Tomb for 2024. See pages 135 and 136 for a breakdown<br>of the targets and calculation as well as details of the personal<br>performance review.<br>Performance Share Plan (PSP) vesting<br>2021 PSP<br>During 2024, the PSP award granted in 2021 came to the end of its<br>three-year performance period. The vesting level of the award was<br>dependent on six performance conditions and the vesting level of 48.7%<br>was in line with the estimates included in the 2023 Annual Report.<br>2022 PSP<br>The 2022 PSP is due to vest on 4 March 2025 and performance will be<br>measured against six performance conditions. Based on estimates, the<br>TSR element is not expected to vest and the vesting level of the award<br>is expected to be 32.6%. The level of vesting is the formulaic outcome<br>with no discretion applied. See page 137 for a breakdown.<br>The Committee carefully considered the outcomes of the additional<br>financial and strategic measures in the PSP to ensure that these had<br>not been inadvertently made easier by inflationary increases or other<br>impacts outside of management control. On this basis, the Committee<br>concluded that the level of vesting was appropriate.<br>The Committee also satisfied itself that there had been no windfall<br>gains.<br>2024 PSP grant<br>In March 2024, the Committee awarded the Executive Directors’ PSP<br>awards in line with the limits approved in the Policy, with the CEO<br>receiving an award of 375% of salary and the CFO receiving an award<br>of 300%. As disclosed in the Director’s Remuneration Policy, a top-up<br>grant was awarded in September 2024 to reflect the increase in salaries<br>from 1 July 2024. See page 138 for full details.<br>Due to the reduction in the share price since the 2023 award, the<br>Committee carefully considered if awards should be scaled back.<br>Following the review the Committee determined that the awards should<br>be made in full, as the share price at grant was not materially lower than<br>the prior year. When the award vests, the Committee will, as usual,<br>determine whether the formulaic outcomes reflect performance<br>delivered and the shareholder experience over the period.<br>Use of discretion<br>The Remuneration Committee has exercised its discretion on executive<br>remuneration outcomes on a consistent basis over the last few years,<br>in order to ensure any outturn is aligned with performance. The table<br>below shows the Committee’s use of discretion over the past five years.<br>Year Applied to Discretion applied<br>2019 PSP awarded in 2017 EPS targets were increased<br>from 9% to 9.6% at threshold<br>and 15% to 16.1% at maximum<br>due to material M&A activity.<br>2020 No discretion was applied<br>2021 No discretion was applied<br>2022 No discretion was applied<br>2023 In-flight PSP awards The in-flight PSP awards were<br>amended to ensure that the<br>targets remain as originally<br>intended and have not become<br>inadvertently easier or harder<br>as a result of the Terminix<br>acquisition.<br>2024 No discretion was applied<br>2025 2024 annual bonus The CEO and CFO, in<br>conjunction with the<br>Remuneration Committee and<br>Board, determined that no<br>bonus should be payable for<br>the personal element of the<br>2024 bonus. Discretion was<br>applied to reduce it to zero.<br>128 Rentokil Initial plc<br>Annual Report 2024
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Strategic alignment of pay<br>Ensuring that our remuneration supports the delivery of the business<br>strategy is important to the Committee and this is achieved through<br>aligning the measures used in our incentive schemes with our key<br>strategic priorities. The Committee also ensures that the right<br>behaviours and actions are driven from the top of the organisation<br>by combining both financial and non-financial outcomes, for example<br>the inclusion of colleague, customer and health, safety & environment<br>metrics in both the personal element of the annual bonus and the PSP.<br>The Committee also takes into consideration the wider business<br>performance when reviewing formulaic outcomes of metrics across<br>all incentives.<br>Policy implementation<br>Taking into consideration all the different elements of the Policy,<br>and a demanding year, the Committee is comfortable that overall,<br>it operated as intended in terms of Company performance and the<br>quantum payable to the Executive Directors for 2024.<br>Director change<br>Brian Baldwin was appointed to the Board as a Non-Executive Director<br>on 1 October 2024 and was appointed to the Remuneration Committee<br>on the same date.<br>Looking forward to 2025<br>Director changes and CFO transition<br>On 25 November 2024 we announced that Paul Edgecliffe-Johnson<br>would join the Board as Chief Financial Officer on 1 January 2025,<br>succeeding Stuart Ingall-Tombs, who is retiring and stepped down<br>from the Board on 31 December 2024. To facilitate an orderly transition<br>Stuart is expected to remain an active employee until 28 February 2025<br>and be available to the Company until the end of his notice period on<br>24 November 2025. He will be treated as a good leaver, which is the<br>default treatment for retirement and the Remuneration Committee<br>agreed this was appropriate. These arrangements are in line with<br>our approved Remuneration Policy and further details are set out<br>on page 139.<br>The Committee determined that Paul’s starting salary should be<br>£775,000. This reflects his extensive experience and aligns with the<br>external market rate for a CFO with over 10 years in the role. Paul will<br>participate in the 2025 annual bonus and LTIP in line with the<br>Remuneration Policy<br>Base salary<br>Our annual pay review will take place mid-year and be effective from<br>1 July. Any salary increase awarded to the CEO is likely to be modest<br>and in line with senior leader pay increases which will be lower than<br>the wider workforce, as we tend to focus our pay review budgets at our<br>frontline. The new CFO’s pay will not increase in 2025 and will next be<br>reviewed in 2026 (see page 145 for further details). Stuart Ingall Tomb’s<br>salary will not be increased.<br>Annual bonus<br>The CEO and CFO, Paul Edgecliffe-Johnson, will be eligible for a<br>maximum opportunity of 225% of salary in line with the approved policy.<br>A maximum of 195% of base salary will continue to be subject to<br>Company performance and up to 30% of base salary linked to personal<br>performance. The Company element will be based on the achievement<br>of Revenue, Adjusted Operating Profit and North America Organic<br>Revenue Growth targets, and subject to the achievement of profit and<br>cash gateways. See page 145 for full details. Stuart Ingall-Tombs will also<br>be eligible to be considered for a pro-rata bonus for 2025 (see page 139<br>for details).<br>Under the Policy, the thresholds for the Company element can be set<br>at up to 20% of the maximum opportunity, our practice to date having<br>been 10%. A review has been undertaken to compare our practice to<br>other FTSE companies and as a result we have decided to adopt a<br>threshold opportunity of 20% of the maximum for 2025 and beyond.<br>The Committee believes that there is an appropriate amount of stretch<br>in the threshold target to justify this level of payout and also concluded<br>that the bonus payout level for target performance shall remain at 50%<br>of maximum with a straight line payout curve between threshold to<br>maximum. There is no change to the payment curve for the personal<br>performance element.<br>PSP grants<br>We expect the 2025 PSP awards for the CEO and new CFO, Paul<br>Edgecliffe-Johnson of 375% and 300% respectively to be made during<br>March 2025 (see page 146 for details). Stuart Ingall-Tombs will not be<br>eligible for an award.<br>In conclusion<br>Finally, I would like to thank our shareholders again for their support<br>of our new Policy, and its application and to our colleagues for their<br>continued hard work and dedication through a challenging 2024.<br>I hope you find the information in this report useful, that it clearly<br>explains the remuneration approach taken by the Company and<br>enables you to understand how it links to our performance, business<br>strategy and results.<br>I welcome any comments you may have.<br>Cathy Turner<br>Chair of the Remuneration Committee<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 129
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Remuneration at a glance<br>Components: Fixed Pay – base salary, benefits, pension Bonus Performance Share Plan (PSP) Unearned<br>Base pay<br>Policy summary – Increases are normally broadly in line with<br>those awarded to the wider workforce. Adjustments to this<br>may be made where the Remuneration Committee deems it<br>appropriate.<br>2024 implementation – The base salaries were reviewed at the<br>same time as the Policy review and a market alignment of 8%<br>was applied in addition to the salary increase of 4% in line with<br>the 2024 increases for management levels in the UK. The typical<br>increases received by the wider workforce in the UK were 6%.<br>Pension<br>Policy summary – Executive Directors may contribute to a<br>defined contribution arrangement or receive a cash supplement<br>in lieu of pension. Contributions are in line with the wider UK<br>workforce, which is currently 3% of salary.<br>2024 implementation – The CEO and CFO contributions are in<br>line with the wider workforce.<br>Benefits<br>Policy summary – The Company pays the cost of providing the<br>benefits on a monthly, annual, or one-off basis. Benefits are<br>determined taking into account market practice, the level and<br>type of benefits provided throughout the Group, and individual<br>circumstances. All benefits are non-pensionable.<br>Benefits provided during 2024:<br>• Car allowance<br>• Life assurance<br>• Family healthcare insurance<br>• Permanent health insurance<br>Andy Ransom<br>Chief Executive<br>2024<br>£1,040,000<br>2023<br>£928,288<br>12%<br>increase<br>Andy Ransom<br>Chief Executive<br>3%<br>Pension contribution during 2024<br>Stuart Ingall-Tombs<br>Chief Financial Officer<br>2024<br>£635,000<br>2023<br>£566,500<br>12%<br>increase<br>Stuart Ingall-Tombs<br>Chief Financial Officer<br>3%<br>Wider workforce<br>(UK) increases<br>Frontline<br>4-8%<br>Other colleagues<br>and managers<br>4%<br>Senior managers<br>4%<br>ELT<br>4%<br>Wider workforce<br>(UK)<br>3%<br>Breakdown of Executive Directors’ total remuneration<br>Fixed pay<br>The table shows a comparison of the CEO’s and CFO’s total remuneration for 2024 and 2023, and shows the potential maximum that was<br>unearned.<br>£’000<br> Unearned<br>Fixed pay Variable pay<br> Base salary  Benefits  Pension  Bonus  PSP Total<br>Andy Ransom Chief Executive<br>2024 984.1 19.2 29.5 0 877.1 1,909.9<br>2023 914.8 19.1 27.4 981.0 1,358.2 3,300.5<br>Stuart Ingall-Tombs Chief Financial Officer<br>2024 600.8 16.8 15.8 0 441.0 1,074.4<br>2023 558.3 16.8 14.7 598.6 483.0 1,671.4<br>Revenue Growth<br>(at CER)<br>+3.9%<br>2024<br>2023: +45.8%<br>2022: +19.4%<br>Adjusted Operating<br>Profit (at CER)<br>−4.2%<br>2024<br>2023: +57.0%<br>2022: +23.3%<br>Total Shareholder<br>Return (three-year)<br>−24.0%<br>Estimate to 31 December<br>2024 (PSP performance<br>period ends 2 March<br>2025)<br>Adjusted Free Cash<br>Flow Conversion<br>86.8%<br>1 January 2022 to<br>31 December 2024<br>Organic<br>Revenue Growth<br>+4.4%<br>Cumulative average<br>1 January 2022 to<br>31 December 2024<br>Our performance<br>130 Rentokil Initial plc<br>Annual Report 2024
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Performance Share Plan 2022-2025 vesting<br>The bar chart compares the estimated value of the 2022 PSP and<br>value of the 2021 PSP included in the 2024 and 2023 single figures and<br>shows how share price growth has influenced the value of the award.<br>PSP 2022-2025<br>Weighting<br>Estimated<br>vesting level<br>TSR 50% 0.0%<br>Organic Revenue Growth 15% 0.0%<br>Adjusted Free Cash Flow Conversion 15% 12.6%<br>Sales and Service colleague retention 6.7% 6.7%<br>Customer Voice Counts 6.7% 6.7%<br>Vehicle fuel intensity reduction 6.7% 6.7%<br>Total estimated vesting 32.6%<br>PSP value (£’000)<br>Policy summary – Bonus opportunity of 225% of base annual salary,<br>with a maximum opportunity of 195% for Company performance and<br>30% for personal performance, which operate independently.<br>Deferral of 50% of bonus into shares, with a minimum three-year<br>holding period.<br>2024 implementation – The Committee reviewed the targets set<br>at the beginning of the year and determined they remained suitably<br>stretching in the context of the wider business performance and that<br>the outcomes were aligned with stakeholder experience.<br>Policy summary – Award levels as a percentage of base salary are<br>375% for the CEO and 300% for the CFO. No more than 20% of the<br>award will vest for meeting threshold levels of performance and<br>100% of the award will vest if maximum performance is achieved.<br>There is a two-year holding period. Dividend equivalents may<br>accrue between grant and vest date.<br>2024 implementation – The Committee granted the CEO and<br>CFO awards in line with the Policy, with the CEO receiving an<br>award of 375% of salary and the CFO receiving an award of 300%.<br>A second top-up grant was awarded in September 2024 following<br>the approval of the Directors’ Remuneration Policy to reflect the<br>increase in salaries from 1 July 2024.<br>Andy Ransom Chief Executive<br>Bonus targets and outcomes<br>Andy Ransom<br>Chief Executive<br>Company performance<br>0% / £0<br>Personal performance<br>0% / £0<br>2024 outcome<br>0% / £0<br>Stuart Ingall-Tombs<br>Chief Financial Officer<br>Company performance<br>0% / £0<br>Personal performance<br>0% / £0<br>2024 outcome<br>0% / £0<br>Andy Ransom Chief Executive<br>Stuart Ingall-Tombs Chief Financial Officer<br>Performance Share Plan<br>Bonus<br>Performance measures<br>Awards are subject to the achievement of financial and strategic/<br>ESG targets, with specific measures and weightings set by the<br>Remuneration Committee each year to ensure alignment with<br>the business strategy at the time of grant. However, a minimum<br>weighting of 75% will relate to financial (including TSR) measures.<br>2024 implementation – The pie chart shows the performance<br>measures for the 2024 grant.<br>A. 50% relative total shareholder<br>return<br>B. 15% Organic Revenue Growth<br>C. 15% Adjusted Free Cash Flow<br>Conversion<br>D. 20% strategic/ESG measures<br>(colleague retention, customer<br>satisfaction, and vehicle fuel<br>intensity)<br>Policy maximum 375%<br>2023 grant 375%<br>2024 grant 375%<br>Policy maximum 300%<br>2023 grant 300%<br>2024 grant 300%<br>2024 877.1<br>2023 1,358.2<br>A<br>B<br>C<br>D<br>Adjusted Operating Profit Threshold Maximum<br>(38.5% of bonus) 892.5<br>859.6<br>986.4<br>Revenue Threshold On target Maximum<br>(38.5% of bonus) 5,568.5<br>5,586.7<br>5,681.0<br>North America Organic Threshold On target Maximum<br>Growth (12.8% of bonus) 2.22%<br>1.5%<br>4.28%<br>North America net Threshold On target Maximum<br>synergies (10.2% of bonus) $40m<br>$25m<br>$52m<br>On target<br>Find out more on pages 135 and 136<br>Find out more on page 138<br>Find out more on page 138<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 131
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Directors’ Annual Remuneration Report – Introduction<br>Introduction<br>The Annual Remuneration Report has been split into three sections for<br>ease of reference. This introductory section provides an overview of the<br>Remuneration Committee and the activities undertaken during the year.<br>The second section, from page 135, provides an explanation of how the<br>current Directors’ Remuneration Policy was implemented in the year<br>ended 31 December 2024 and shows the alignment between the<br>Company’s strategy, remuneration framework, and performance, as well<br>as the payments made to Directors during this period. The final section,<br>from page 145, provides an overview of how the Policy will be applied<br>in 2025. For reference, a copy of the Policy approved at the May 2024<br>AGM is included at the end of the report.<br>Remuneration Committee responsibilities<br>The Remuneration Committee’s main responsibilities are developing and<br>setting the Directors’ Remuneration Policy and overseeing its application.<br>It determines and agrees the policy with the Board and approves<br>individual remuneration arrangements for the Chair, Executive Directors<br>and members of the Executive Leadership Team (ELT). It reviews<br>executive performance and strives to ensure that remuneration structures<br>align the interests of management with those of shareholders and<br>operate in the long-term best interests of the Company.<br>The Remuneration Committee oversees contractual terms on<br>termination affecting Executive Directors and members of the ELT and<br>seeks to ensure that any payments made are both fair to the individual<br>and to the Company, that failure is not rewarded and that the duty to<br>mitigate loss is fully recognised. The Remuneration Committee also<br>oversees the Company’s incentive schemes, including the operation<br>and effectiveness of performance measures and targets in both the<br>annual bonus plan and the PSP. It also lends oversight to major changes<br>in colleague remuneration across the Group.<br>Membership and attendance<br>The Remuneration Committee members in 2024 were: Cathy Turner<br>(Chair), Brian Baldwin (from 1 October 2024), David Frear, Sarosh Mistry<br>and Linda Yueh.<br>There were five Remuneration Committee meetings held in 2024,<br>which is in line with the number of meetings held in 2023. Details of the<br>members of the Remuneration Committee and their attendance during<br>the year can be found on page 98. The Group HR Director, the Group<br>General Counsel & Company Secretary, and the Group Head of Reward<br>also attend Remuneration Committee meetings.<br>The Group HR Director has direct access to the Chair of the<br>Remuneration Committee and, together with the Group Head of<br>Reward, advises the Remuneration Committee on remuneration matters<br>relating to Executive Directors and members of the ELT. The Company<br>Chair also attends meetings and makes recommendations in relation to<br>the remuneration and incentive arrangements for the Chief Executive.<br>The Chief Executive attends meetings and makes recommendations<br>in respect of remuneration arrangements for his direct reports.<br>No Executive Director or member of the ELT is present when their<br>own remuneration is under consideration.<br>The Remuneration Committee members have a broad and diverse<br>set of skills and knowledge that, when combined, bring the necessary<br>level of experience and know-how to ensure that remuneration matters<br>are dealt with in a balanced, independent, and informed manner.<br>No member of the Remuneration Committee has any personal financial<br>interest in the matters to be decided by the Remuneration Committee,<br>other than as a shareholder.<br>No member of the Remuneration Committee has any conflict of interest<br>in carrying out their role on the Remuneration Committee arising from<br>other directorships, nor does any member participate in any of the<br>Company’s incentive or pension arrangements or have any involvement<br>in the day-to-day running of the Company.<br>In order to avoid any conflict of interest, remuneration is managed<br>through well-defined processes, ensuring no individual is involved<br>in the decision-making process related to their own remuneration.<br>The Remuneration Committee also receives support from external<br>advisors and evaluates the support provided by those advisors annually<br>to ensure that advice is independent, appropriate, and cost-effective.<br>Remuneration Committee effectiveness<br>The Remuneration Committee undertook a review of its performance<br>during the year as part of the broader Board evaluation as detailed on<br>pages 108. The review concluded that the Remuneration Committee<br>continued to operate effectively. The findings demonstrate that<br>Committee performance continues to be considered effective in 2024<br>in terms of the management of meetings, the quality of the content<br>and information provided to the Committee from internal or external<br>advisors, and in the Committee’s work to undertake its duties.<br>In 2024, the Remuneration Committee focussed on the renewal and<br>approval of the Directors’ Remuneration Policy at the Company’s AGM<br>in May 2024 and the ongoing integration of the Terminix acquisition,<br>ensuring the right remuneration packages are in place to attract,<br>motivate, and retain talent. The Committee will also maintain its<br>oversight of colleague reward given current macroeconomic challenges.<br>The key area of focus for the Committee in 2025 will be continuing to<br>embed the new Directors’ Remuneration Policy, ensuring that the<br>measures used to determine performance remain appropriate, the<br>ongoing integration of the Terminix acquisition, and ensuring the right<br>remuneration packages are in place to attract, motivate, and retain<br>talent. The Committee will also maintain its oversight of colleague<br>reward given current macroeconomic challenges.<br>External advisors<br>Material advice and/or services were provided to the Remuneration<br>Committee during the year by FIT Remuneration Consultants LLP (FIT)<br>and Willis Towers Watson (WTW), who were appointed on 1 September<br>2024 following a thorough review process. Both advisors were retained<br>to provide independent advice on executive remuneration matters and<br>on the Company’s long-term incentive arrangements. Both FIT and<br>WTW are members of the Remuneration Consultants Group and adhere<br>to its code in relation to executive remuneration consulting in the UK.<br>Fees charged during the year for advice to the Remuneration<br>Committee by FIT were £3,721 and by WTW were £64,140 and were<br>accrued on a time and materials basis. FIT and WTW do not have any<br>connection with the Company or any Director that may impair their<br>independence, and the Remuneration Committee is satisfied that the<br>advice it receives is independent and objective.<br>AGM voting outcomes<br>The outcome of the advisory vote in respect of the Directors’<br>Remuneration Report and the vote on the Directors’ Remuneration<br>Policy at the 2024 AGM are shown in the tables below.<br>Remuneration Report voting results<br>Votes for 2,015,653,147<br>Percentage for 97.96%<br>Votes against 42,028,122<br>Percentage against 2.04%<br>Total votes cast 2,057,681,269<br>Votes withheld (abstentions) 62,003,350<br>Remuneration Policy voting results<br>Votes for 2,014,400,119<br>Percentage for 95.07%<br>Votes against 104,517,698<br>Percentage against 4.93%<br>Total votes cast 2,118,917,817<br>Votes withheld (abstentions) 761,093<br>A vote ‘for’ includes those votes giving the Chair discretion. A vote<br>‘withheld’ is not classed as a vote in law and is not counted in the<br>calculation of the proportion of votes cast for or against a resolution.<br>132 Rentokil Initial plc<br>Annual Report 2024
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In 2024, the Remuneration Committee considered the following key areas:<br>Matters considered Discussion and outcome Find out more<br>Executive remuneration<br>Executive Director<br>remuneration<br>The Remuneration Committee considered and approved base salaries for 2024, bonus<br>outcomes for 2023, bonus structure for 2024, and the 2024 PSP awards and targets for<br>the Executive Directors, taking into consideration the wider workforce.<br>See pages 134 to 139<br>for more information<br>ELT remuneration The Remuneration Committee considered and approved base salaries for 2024, bonus<br>outcomes for 2023, bonus structure for 2024, and the 2024 PSP awards and targets for<br>the members of the ELT, taking into consideration the wider workforce.<br>–<br>2021 Performance<br>Share Plan (PSP) vest<br>The Remuneration Committee approved the vesting of the 2021 PSP awards as a result<br>of the performance measures being met at 48.69% of maximum.<br>–<br>2024 PSP award The Remuneration Committee approved the PSP grant in March 2024 and its performance<br>conditions, and subsequently noted a summary of the grants made under the PSP.<br>See page 138 for more<br>information<br>PSP measures The Remuneration Committee monitored the performance status of the outstanding<br>awards under the PSP.<br>–<br>2024 annual bonus The Remuneration Committee reviewed the overall structure of the 2024 annual bonus<br>plan for Executive Directors and ELT members.<br>See pages 135 and 136<br>for more information<br>Malus and clawback The Remuneration Committee considered matters in relation to the compensation<br>recoupment policy as required under new SEC rules, including the adoption of the<br>new policy.<br>Executive Director<br>appointments and<br>terminations<br>During 2024, the Remuneration Committee approved the remuneration for the<br>appointment of the new Chief Financial Officer and the retirement terms for the previous<br>incumbent.<br>See pages 139 for more<br>information<br>ELT appointments and<br>terminations<br>During 2024, the Remuneration Committee approved the remuneration for the<br>appointment of the new Chief Commercial Officer and Regional Managing Director,<br>Europe, and the exit of the Chief Marketing, Innovation and Strategy Officer.<br>–<br>Shareholder<br>engagement<br>The Remuneration Committee engaged with shareholders on the new Directors’<br>Remuneration Policy and considered the feedback received.<br>–<br>2024 Directors’<br>Remuneration Policy<br>The Remuneration Committee considered and agreed the structure and content of<br>the new Policy that was taken forward for shareholder approval at the 2024 AGM.<br>See pages 148 to 153<br>for more information<br>Governance and oversight<br>Share dilution limits The Remuneration Committee noted the impact of the Company’s executive share plans<br>on share dilution limits.<br>–<br>Terms of reference The Remuneration Committee undertook its annual review of its terms of reference. These are available on<br>our website<br>Performance review The Remuneration Committee undertook its annual review of the effectiveness of the<br>Committee.<br>See Committee<br>effectiveness on<br>page 108<br>Corporate governance<br>and proxy voting<br>guidelines<br>The Remuneration Committee received an update during 2024 on changes in corporate<br>governance and proxy voting guidelines.<br>–<br>Gender Pay Report The Remuneration Committee considered and recommended the 2023 Gender Pay<br>Report for approval by the Board in February, which was published in March 2024.<br>Directors’<br>Remuneration Report<br>The Remuneration Committee reviewed and approved the Directors’ Remuneration Report<br>to be included in our 2023 Annual Report.<br>Available on our website<br>Annual planner The Remuneration Committee considered the annual planner for 2025. –<br>The Chair of the Remuneration Committee presents a summary of material matters discussed at each meeting to the following Board meeting and<br>minutes of the Remuneration Committee meetings are circulated to all Directors subject to suitable redaction. The Remuneration Committee reports<br>to shareholders annually in this report and the Chair of the Remuneration Committee attends the AGM to address any questions arising.<br>Activities of the Remuneration Committee<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 133
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Directors’ Annual Remuneration Report – 2024<br>Directors’ remuneration in the year to 31 December 2024<br>Single total figure for the remuneration of Executive Directors<br>The table below has been audited.<br>Fixed pay Variable pay<br>Total<br>£’000<br>Value of total<br>attributed to<br>share price<br>growth<br>£’000<br>% of total<br>attributed to<br>share price<br>Year growth<br>Base<br>Salary<br>£’000<br>Benefits<br>£’000<br>Pension<br>£’000<br>Total<br>fixed pay<br>£’000<br>Bonus<br>£’000<br>PSP<br>£’000<br>Total<br>variable<br>pay<br>£’000<br>Andy Ransom,<br>Chief Executive<br>2024 984.1 19.2 29.5 1,032.8 0.0 877.1 877.1 1,909.9 (245.1) −28.0%<br>2023 914.8 19.1 27.4 961.4 981.0 1,358.2 2,339.2 3,300.5 (83.5) −6.1%<br>Stuart Ingall-Tombs,<br>Chief Financial Officer<br>2024 600.8 16.8 15.8 633.4 0.0 441.0 441.0 1,074.4 (123.3) −28.0%<br>2023 558.3 16.8 14.7 589.8 598.6 483.0 1,081.6 1,671.4 (21.7) −5.0%<br>Notes to the table<br>The notes below have been audited.<br>Base salary<br>• Base salary earned from 1 January to 31 December for each year.<br>• From 1 July 2024, Andy Ransom and Stuart Ingall-Tombs received a<br>12% increase in salary, of which 4% was in line with the 2024 increases<br>for management levels in the UK, and 8% was an adjustment to align<br>with the market.<br>Benefits<br>• Executive Directors are provided with family health insurance, health<br>screening, life assurance, permanent health insurance, and a car<br>allowance.<br>• The value of the taxable benefits include the P11D value for health<br>insurance and the gross cash car allowance. There were no other<br>taxable benefits paid to Executive Directors in 2023 or 2024.<br>Pension<br>• Andy Ransom and Stuart Ingall-Tombs received a pension contribution,<br>in the form of a cash supplement, worth 3% of base salary in line with<br>the UK wider workforce.<br>• Neither Andy Ransom or Stuart Ingall-Tombs contributed to a<br>Company pension scheme and do not have any prospective benefits<br>under a Company defined benefit scheme.<br>Bonus<br>• In 2023, 40% of the individual’s bonus entitlement was awarded as<br>deferred shares and in 2024 this was increased to 50%. These awards<br>are subject to a three-year holding period, but are not subject to<br>performance or service conditions.<br>• For 2024, Andy Ransom received 0% of salary and Stuart Ingall-Tombs<br>received 0% of salary. See pages 135 and 136 for details of the 2024<br>bonus calculation.<br>PSP<br>• The 2024 single total figure includes the 2022 PSP, which is due to<br>vest in March 2025. The value of the 2022 PSP at vest has been<br>estimated based on the average of the Company’s share price over<br>the last financial quarter of 2024, giving a price of 388.9p, and the<br>anticipated performance outcomes, giving a vesting level of 32.6%.<br>See page 137 for details.<br>• The actual value of the 2022 PSP will be confirmed next year once the<br>final performance outcome, the share price at the date of vesting, and<br>the impact of dividend accrual are known.<br>• The 2021 PSP estimate included in the 2023 single figure has been<br>restated. The award vested at 48.7%, which was in line with the<br>estimate provided in last year’s report. The value has been restated to<br>reflect the actual share price at the date of vesting on 30 March 2024<br>of 471.0p, and the impact of dividend accrual. This has reduced the<br>value of the PSP outcome.<br>Value attributed to share price changes<br>• The PSP value included in the 2024 single figure has an estimated<br>share price decline of 108.7p per share attributed to it (estimated share<br>price of 388.9p less share price at grant of 497.6p), which is -28.0% of<br>the PSP value.<br>• The PSP value included in the 2023 single figure comprises two<br>awards in March and May 2021. The March grant had a share price<br>decline of 23.4p per share (share price at vest of 471.0p less share<br>price at grant of 494.4p), which is -5.0% of the PSP value. The May<br>grant had a share price decline of 43.7p per share (share price of<br>424.8p less share price at grant of 468.5p), which is -10.3% of the<br>PSP value.<br>Single<br>figure<br>Share price<br>on grant<br>Estimated<br>share price<br>at vest<br>Share price<br>change<br>March 2022 award 2024 497.6p 388.9p -108.7p<br>March 2021 award 2023 494.4p 471.0p -23.4p<br>May 2021 award 2023 468.5p 424.8p -43.7p<br>• The table below summarises the value of the 2022 and 2021 PSP vests<br>split between value attributed to performance and value attributed to<br>share price change for the Executive Directors (see page 138 for<br>further information).<br>Date of<br>award<br>Value<br>attributed to<br>performance<br>£’000<br>Value<br>attributed<br>to share<br>price<br>change<br>£’000<br>Total<br>value of<br>shares<br>vesting<br>£’000<br>Andy Ransom,<br>Chief Executive<br>04/03/2022 1,122.2 -245.1 877.1<br>23/03/2021 1,109.0 -149.4 959.6<br>18/05/2021 332.7 -31.0 301.7<br>2021 total 1,441.8 -83.5 1,358.2<br>Stuart Ingall-Tombs,<br>Chief Financial Officer<br>04/03/2022 507.0 -24.0 483.0<br>23/03/2021 564.3 -123.3 441.0<br>• The Remuneration Committee has not exercised discretion as a result<br>of this share price appreciation or depreciation for either award.<br>The total emoluments and option gains are disclosed on page 141.<br>134 Rentokil Initial plc<br>Annual Report 2024
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This section has been audited.<br>The annual bonus plan comprises three parts: gateway measures,<br>Company performance, and personal performance. This means that<br>bonuses earned reflect the performance of the constituent businesses<br>which make up the overall Group performance, as well as achievement<br>against specific personal objectives. The gateway measures and<br>Company performance are measured against financial targets.<br>The Executive Directors had a maximum bonus opportunity of 195% of salary<br>if the Company financial targets were achieved in full and an opportunity to<br>earn up to 30% based on personal performance, which is measured through<br>the Group’s performance and development review process.<br>In total, the maximum bonus opportunity is up to 225% of salary and<br>50% of any bonus earned will be deferred into shares for three years.<br>2024 Annual bonus outcome<br>The Remuneration Committee reviewed the 2024 bonus plan outcome for<br>the Group’s senior management population based on the targets set at the<br>start of the financial year.<br>Gateways<br>95% of the Profit target and an Adjusted Free Cash Flow gateway have<br>to be reached at Group level before the financial performance element<br>of the bonus can be paid.<br>The table below shows the targets that were set for each gateway<br>measure and the result.<br>Target<br>£’000<br>Result<br>£’000<br>Adjusted Operating Profit Gateway 892.5 859.6<br>Adjusted Free Cash Flow Gateway 385.0 438.8<br>Outcome<br>The Free Cash Flow gateway was achieved, but the Profit gateway was<br>not achieved, which means no bonus is payable under the Company<br>element.<br>Company performance<br>If both the gateways are achieved, then Executive Directors can earn up to<br>195% of salary based upon the achievement of financial metrics. For 2024,<br>the Committee determined that the uplift in bonus opportunity, approved<br>as part of the Policy review, would be aligned to the delivery of Organic<br>Revenue Growth and integration synergy targets in our North America<br>business. The remainder of the bonus opportunity was split equally<br>between delivery of profit and revenue targets.<br>The table below shows how the bonus opportunity for Company<br>performance was split.<br>Metric Threshold Target Maximum<br>Profit 7.5% 37.5% 75.0%<br>Revenue 7.5% 37.5% 75.0%<br>North America Organic Revenue Growth 2.5% 12.5% 25.0%<br>North America integration synergies 2.0% 10.0% 20.0%<br>Company performance 19.5% 97.5% 195.0%<br>Targets and results<br>As the profit gateway was not achieved, no bonus is payable under the<br>Company element.<br>The tables below detail the targets set and the performance against<br>these targets for each of the Company performance metrics. The tables<br>also includes the percentage of the maximum bonus that can be<br>achieved for each target level and the percentage of salary payable.<br>Revenue Threshold On-target Maximum Result<br>Targets £‘000 5,568.5 5,624.8 5,681.0 5,586.7<br>Targets as % of on-target 99% 100% 101% 99.3%<br>% of maximum<br>opportunity achieved 10% 50% 100% 0.0%<br>% of base salary payable 7.5% 37.5% 75.0% 0.0%<br>Adjusted Operating Profit Threshold On-target Maximum Result<br>Targets £’000 892.5 939.4 986.4 859.6<br>Targets as % of on-target 95% 100% 105% 91.5%<br>% of maximum<br>opportunity achieved 10% 50% 100% 0.0%<br>% of base salary payable 7.5% 37.5% 75.0% 0.0%<br>NA Organic<br>Revenue Growth Threshold On-target Maximum Result<br>Targets £’000 2.22% 3.25% 4.28% 1.5%<br>% of maximum<br>opportunity achieved 10% 50% 100% 0%<br>% of base salary payable 2.5% 12.5% 25.0% 0%<br>NA Integration<br>Net Synergies Threshold On-target Maximum Result<br>Targets £’000 $40m $46m $52m $25m<br>% of maximum<br>opportunity achieved 10% 50% 100% 0%<br>% of base salary payable 2.0% 10.0% 20.0% 0%<br>Outcome – company performance<br>The table below brings together the bonus outcomes for each element to<br>give the total bonus payable as a percentage of the maximum opportunity<br>and as a percentage of base salary. As the profit gateway was not<br>achieved, no bonus is payable under the Company element.<br>% of<br>maximum<br>opportunity<br>achieved<br>% of base<br>salary<br>payable<br>Revenue 0.0% 0.0%<br>Adjusted Operating Profit 0.0% 0.0%<br>North America Organic Revenue Growth 0.0% 0.0%<br>North America Integration Net Synergies 0.0% 0.0%<br>Bonus outcome 0.0% 0.0%<br>The table below shows the bonus payable to the Chief Executive and<br>Chief Financial Officer.<br>Bonus outcome as a<br>% of base salary<br>Result<br>£‘000<br>Andy Ransom 0.0% 0.0<br>Stuart Ingall-Tombs 0.0% 0.0<br>Personal performance<br>Structure<br>The Executive Directors can earn up to 30% of base salary based on<br>their personal performance against objectives measured through the<br>Company’s performance and development review (PDR) process and<br>objectives typically include areas such as people, customers, safety,<br>systems, governance and control, and key strategic projects.<br>Results and outcome<br>The assessment of the performance ratings, by the Chair for the Chief<br>Executive and by the Chief Executive for the Chief Financial Officer, took<br>into account their key achievements during 2024. The table below shows<br>the PDR rating awarded and the bonus outcome for the personal element.<br>PDR rating<br>Bonus<br>outcome as<br>% of salary<br>Bonus<br>outcome<br>£‘000<br>Andy Ransom 3 15% 156.0<br>Stuart Ingall-Tombs 3 15% 95.3<br>See the tables on the next page for details of the key achievements for<br>the Chief Executive and Chief Financial Officer which were used to<br>determine their performance rating and details of the performance<br>rating scale, along with the Committee’s rationale.<br>Annual bonus 2024<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 135
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Directors’ Annual Remuneration Report – 2024<br>continued<br>The table details the key achievements for the Chief Executive and Chief Financial Officer which were used to determine their performance rating.<br>Strategic<br>objectives Andy Ransom, Chief Executive Stuart Ingall-Tombs, Chief Financial Officer<br>Employer of<br>Choice<br>• Achieved world-class performance in LTA and WDL, with LTA<br>improving 6.5% to 0.29 and WDL improving 11.3% to 6.25.<br>• Recognised externally with RoSPA Gold Award.<br>• Increased global colleague retention by 2.4% to 86.6%, service<br>technician retention by 2.4% to 85.6%, and sales colleague<br>retention by 4.6% to 82.0%.<br>• Created strong succession for the Finance function through the<br>appointment of external hires into key roles and successfully<br>managed the development of the internal candidate to succeed<br>the Group Tax Director on his planned retirement.<br>• Drove finance upskilling and supported in the scoping of Finance<br>and Commercial training development for all colleagues.<br>• Supported the process for his own succession.<br>Customer • Customer retention improved by 0.5% to 82.8% with Customer<br>Voice Counts survey (NPS) improving strongly from 50.8 to 51.8.<br>• State of Service was strong at 98.3%.<br>• 5 Star reviews have increased significantly following global focus<br>on this key area.<br>• Customer retention improved to 82.8% with Customer Voice<br>Counts survey (NPS) improving strongly from 50.8 to 51.8.<br>• Launched Year of the Customer focus and created NA Growth<br>Scorecard including key customer metrics.<br>Revenue • Delivered increase in Revenue of 3.9% over previous year of<br>which 2.8% was organic growth.<br>• Delivered solid performance in our International business which<br>saw Revenue growth of 8.2%, of which 4.7% was Organic<br>Revenue growth.<br>• Delivered increase in Revenue of 3.9% over previous year of which<br>2.8% was organic growth.<br>• Delivered solid performance in our International business which<br>saw Revenue growth of 8.2%, of which 4.7% was Organic Revenue<br>growth.<br>Adjusted<br>Operating<br>Profit<br>• Adjusted Operating Profit was down 4.2% overall due to a 7.1%<br>reduction in North America, but up 5.7% in our International<br>business.<br>• Adjusted Operating Margin of 15.4%.<br>• Strong progress in delivering pricing increases to offset the<br>impact of inflation on our cost base.<br>• Adjusted Operating Profit was down 4.2% overall due to a 7.1%<br>reduction in North America, but up 5.7% in our International<br>business.<br>• Adjusted Operating Margin of 15.4%.<br>• Strong progress in delivering pricing increases to offset the impact<br>of inflation on our cost base.<br>Cash and<br>liquidity<br>• Delivered Strong Adjusted Free Cash Flow Conversion of 80.0%.<br>• Delivered Net Debt to adjusted EBITDA of 2.7x.<br>• Maintained a BBB rating with a stable outlook with S&P and Fitch.<br>• Delivered Strong Adjusted Free Cash Flow Conversion of 80.0%.<br>• Delivered Net Debt to adjusted EBITDA of 2.7x.<br>• Maintained a BBB rating with a stable outlook with S&P and Fitch.<br>M&A • 36 acquisitions completed in 2024 with revenues of c.£140m in<br>the year prior to purchase.<br>• 36 acquisitions completed in 2024 with revenues of c.£140m in the<br>year prior to purchase.<br>Earnings<br>and returns<br>• Improved approach to shareholder engagement through being<br>more proactive and increasing time spent with prospective<br>shareholders.<br>• ROCE for 2024 was 6.52%.<br>• Positive reaction from shareholders to improvements in external<br>reporting, making it clearer and more concise.<br>• ROCE for 2024 was 6.52%.<br>The table below shows the rating scale used in the PDR and the bonus opportunity as a percentage of base salary for each rating.<br>Performance rating 1: Below standards required 2: Development required 3: Good performer 4: Exceeds expectations 5: Outstanding<br>Meaning of definition Has not delivered against<br>performance criteria<br>Has met some but<br>not all performance<br>criteria<br>Meets agreed<br>performance<br>Meets and exceeds<br>expectations against<br>most aspects<br>Outstanding<br>achievement<br>against all criteria<br>Bonus opportunity as<br>a % of base salary<br>0% 0% 15% 22.50% 30%<br>Application of discretion<br>The Committee recognises that this has been an extremely demanding year, particularly with regard to the significant workload related to the integration<br>of Terminix, and wanted to recognise the overall progress that has been made this year. With this in mind, both the Chief Executive, Andy Ransom, and<br>Chief Financial Officer, Stuart Ingall-Tombs, were awarded a performance rating of 3. The assessments are set out in the table above and demonstrate<br>the good personal performance both executives have delivered during a challenging year for the Company. This rating would result in a bonus of 15%<br>of salary, which equates to 6.7% of the maximum overall bonus opportunity. However, the Chief Executive and Chief Financial Officer, in agreement with<br>the Remuneration Committee and Board, did not feel that it was appropriate that a bonus be paid given the overall financial performance for the year.<br>As such, no bonus will be payable to the Chief Executive and the Chief Financial Officer in relation to the 2024 financial year.<br>Total bonus outcome<br>The table shows the total bonus outcome for each Executive Director. If a bonus is payable, 50% of the outcome achieved will be deferred in shares<br>under the Deferred Bonus Plan (DBP). These awards are subject to a three-year holding period, but are not subject to any further performance or service<br>conditions.<br>£’000<br>Company<br>element<br>Personal<br>element<br>Total bonus<br>outcome achieved<br>Bonus outcome<br>payable in cash<br>Bonus outcome<br>deferred in shares<br>Total bonus outcome as %<br>of maximum opportunity<br>Andy Ransom Bonus payable<br>as a % of salary 0% 0% 0% 0% 0% 0%<br>Bonus payable £0 £0 £0 £0 £0 £0<br>Stuart Ingall-Tombs Bonus payable<br>as a % of salary 0% 0% 0% 0% 0% 0%<br>Bonus payable £0 £0 £0 £0 £0 £0<br>136 Rentokil Initial plc<br>Annual Report 2024
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This section has been audited.<br>The PSP is the Company’s long-term incentive plan which the Executive Directors, ELT, and more than 1,300 managers and technical experts<br>participate in. This participation supports the delivery of the Company’s strategic priorities. The DBP is the long-term incentive plan under which 50%<br>of any bonus payable to the Executive Directors is deferred in shares.<br>In-flight PSP target review<br>In line with the Remuneration Committee’s usual practice for large acquisitions, they reviewed the in-flight PSP targets to take into consideration the<br>addition of Terminix. The focus of the review was to ensure that the targets remained as originally intended and had not inadvertently become easier<br>or harder as a result of the acquisition. The results of this review were reported in last year’s report, with the exception of changes to targets for the<br>2022-2025 Sales & Service colleague retention and customer satisfaction metrics. No revisions were made to the customer satisfaction target and<br>the change to the Sales & Service colleague retention metric is shown in the table below.<br>Threshold Target Maximum<br>Original 79.0% 81.5% 84.0%<br>Revised 75.5% 78.0% 80.5%<br>2022 PSP award<br>The 2022 PSP award was subject to six performance measures detailed in the table below.<br>Performance<br>measures Weighting Definition Performance period<br>Relative TSR 50% Relative TSR performance measured against a comparator group of the FTSE<br>350 Index, excluding financial services, property, and primary resources sectors<br>04/03/2022 to 03/03/2025<br>Organic Revenue<br>Growth<br>15% Average Organic Revenue Growth over the three-year performance 01/01/2022 to 31/12/2024<br>Adjusted Free Cash<br>Flow Conversion<br>15% Adjusted Free Cash Flow Conversion % over a three-year performance period 01/01/2022 to 31/12/2024<br>Sales and Service<br>colleague retention<br>6.7% Average of the 2022, 2023, and 2024 annual overall Sales and Service<br>colleague retention<br>01/01/2022 to 31/12/2024<br>Customer<br>satisfaction<br>6.7% Average of the 2022, 2023, and 2024 annual CVC score over the three-year<br>performance period based on NPS methodology<br>01/01/2022 to 31/12/2024<br>Vehicle fuel<br>intensity<br>6.7% Reduction in vehicle fuel intensity across 20 key countries achieved by the end<br>of the three-year performance period<br>01/01/2022 to 31/12/2024<br>2022 PSP vesting level<br>The Remuneration Committee carefully considered shareholder experience when reviewing the outcomes of the annual bonus and PSP vesting<br>level, particularly with respect to whether any downward discretion should be exercised by the Committee. On balance, the Committee decided that<br>the formulaic outcomes take account of financial performance being below expectations and the non-vesting of the TSR element and the reduction<br>in share price over the period aligned the experience with shareholders over the three-year performance period.<br>In addition, the Committee thoroughly evaluated the outcomes of the additional financial and strategic measures in the PSP to ensure that these had<br>not been inadvertently made easier by inflationary increases or other impacts outside of management control.<br>Following the above reviews, the Committee has not applied discretion to the estimated outcome of the vesting.<br>Vesting is on a straight-line basis between threshold and target and between target and maximum, with the exception of TSR. No shares will vest<br>if the performance is below the threshold for that measure. For the TSR, vesting is on a straight-line basis between median and upper quartile<br>performance. The TSR performance period for the 2022 award is measured over a three-year period ending during the 2025 financial year. The TSR<br>element of the award is therefore estimated using the TSR performance of the Company and comparator group to the end of December 2024.<br>The table below summarises the outcomes for each of the performance conditions.<br>Performance measures<br>Threshold:<br>20% vesting<br>Target:<br>50% vesting<br>Maximum:<br>100% vesting<br>Actual/<br>estimated result<br>Vesting<br>level<br>Weighted<br>vesting level<br>Relative TSR1 Median TSR<br>performance<br>Straight-line vesting<br>between threshold<br>and maximum<br>Upper quartile<br>TSR<br>performance<br>Ranked 120 of 167 Estimate<br>0%<br>Estimate<br>0%<br>Organic Revenue Growth 4.5% 5.0% 5.5% 4.4% 0.0% 0.0%<br>Adjusted Free Cash Flow Conversion 70.0% 80.0% 90.0% 83.5% 84.1% 12.6%<br>Sales and Service colleague retention 75.5% 78.0% 80.5% 83.6% 100.0% 6.7%<br>Customer satisfaction 44.0 46.0 48.0 49.1 100.0% 6.7%<br>Vehicle fuel intensity 4.0% 6.0% 8.0% 13.0% 100.0% 6.7%<br>Total 32.6%<br>1. This estimate will be restated in next year’s Annual Report to reflect actual performance.<br>Performance Share Plan (PSP) and Deferred Bonus Plan (DBP) awards<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 137
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Directors’ Annual Remuneration Report – 2024<br>continued<br>2022 PSP awards vesting<br>Andy Ransom was granted an award of shares worth 375% of base salary and Stuart Ingall-Tombs was granted an award 300% of base salary<br>in March 2022. The aggregate number of shares estimated to vest in 2025 is summarised in the table below. The table also includes an estimate<br>of the number of additional shares relating to dividends accrued throughout the performance period, which will be added to the final awards.<br>The estimated value of the shares vesting is based on an average of the Company’s share price for the three months to 31 December 2024<br>of 388.9p. The Remuneration Committee has not exercised any discretion.<br>Maximum<br>award<br>of shares<br>Estimated<br>vesting level of<br>award<br>Total number of<br>shares post<br>performance<br>conditions<br>Dividend<br>equivalent<br>shares at vest<br>Total<br>shares<br>vesting<br>Value<br>of shares<br>vesting<br>£‘000<br>Value of share<br>vesting<br>attributed<br>to share price<br>growth<br>£‘000<br>% of vesting<br>value attributed<br>to share price<br>growth<br>Andy Ransom 659,415 32.6% 215,035 10,487 225,522 877,055 −245,142 −28.0%<br>Stuart Ingall-Tombs 331,592 32.6% 108,132 5,273 113,405 441,032 −123,271 −28.0%<br>PSP awards granted during the year<br>In March 2024, the Committee awarded the Executive Directors’ PSP awards at the Policy levels, with Andy Ransom receiving an award of 375% of<br>salary and Stuart Ingall-Tombs receiving an award of 300%. A second top-up grant was awarded in September 2024 following the approval of the<br>Directors’ Remuneration Policy to reflect the increase in salaries from 1 July 2024.<br>The number of shares that vest under the PSP will be based on the following performance conditions and weightings:<br>Performance measures 2023–2026 Weighting Threshold: 20% vesting¹ Target: 50% vesting¹ Maximum: 100% vesting¹<br>Relative TSR 50% TSR performance is median<br>measured against the<br>FTSE 350 Index, excluding<br>financial services, property,<br>and primary resources sectors<br>Straight-line vesting between<br>threshold and maximum<br>Upper quartile TSR<br>performance against the<br>FTSE 350 Index, excluding<br>financial services, property,<br>and primary resources sectors<br>Organic Revenue Growth 15% 4.0% 4.5% 5.0%<br>Adjusted Free Cash Flow Conversion 15% 75% 85% 90%<br>Strategic/ESG measures<br>– Sales and Service colleague<br>retention<br>– Customer satisfaction<br>6.7%<br>6.7%<br>Targets for these measures have not been disclosed as the Board believes that these<br>measures are commercially sensitive. They will be based on straight-line vesting between<br>threshold and target, and between target and maximum performance, which will be<br>reported at vesting.<br>– Vehicle fuel intensity 6.7% 4% 6% 8%<br>1. Of maximum opportunity.<br>In addition, when determining the level of vesting, the Remuneration Committee will also consider the underlying financial performance of the<br>business, as well as the value added for shareholders during the performance periods, and may adjust the vesting outcome if it considers this to be<br>appropriate.<br>Awards to Executive Directors under the 2024 PSP are set out in the table below and the number of shares awarded are the maximum entitlements,<br>and the actual number of shares (if any) which vest under the PSP will depend on the performance conditions being achieved as set out above.<br>The awards granted were in the form of nil-cost options and may be exercised after vesting up to 10 years from the date of grant. The PSP awards<br>are subject to a holding period of two years, which commences from the date of vest.<br>2024 PSP award<br>Participant Date of award<br>Number of<br>shares<br>awarded<br>Share price<br>used to<br>determine<br>award1<br>Exercise<br>price<br>Face value<br>of shares<br>£‘000<br>% of salary<br>awarded Date of vest<br>Performance<br>period end2<br>Andy Ransom 26/03/2024 750,556 463.8p – 3,481,079 375% 26/03/2027 25/03/2027<br>03/09/2024 87,347 479.6p – 418,916 375% 03/09/2027 02/09/2027<br>Stuart Ingall-Tombs 26/03/20224 366,429 463.8p – 1,699,498 300% 26/03/2027 25/03/2027<br>03/09/2024 42,848 479.6p – 205,499 300% 03/09/2027 02/09/2027<br>1. The share price is the closing share price the day prior to grant.<br>2. The TSR condition for the March award will be measured over three years to 25 March 2027 and to 2 September 2027 for the September award. The other<br>performance conditions will be measured over three years to 31 December 2026.<br>138 Rentokil Initial plc<br>Annual Report 2024
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DBP awards granted during the year<br>On 21 March 2024, to align with the payment date of the cash part of the annual bonus, Andy Ransom and Stuart Ingall-Tombs were granted awards<br>under the DBP which equated to 40% of the value of bonus earned under the 2023 annual bonus. These awards are subject to a three-year holding<br>period, but are not subject to any further performance or service conditions. The awards granted were in the form of nil-cost options and may be<br>exercised after vesting up to 10 years from the date of grant. Awards to Executive Directors under the 2024 DBP are set out in the table below.<br>2024 DBP award<br>Participant Date of award<br>Number of<br>shares<br>awarded<br>Share price<br>used to<br>determine<br>award1<br>Exercise<br>price<br>Face value<br>of shares<br>£‘000 Date of vest<br>Andy Ransom 21/03/2024 83,221 471.5p – 392,387 21/03/2027<br>Stuart Ingall-Tombs 21/03/2024 50,786 471.5p – 239,456 21/03/2027<br>1. The share price is the closing share price the day prior to grant.<br>Payments for loss of office (audited)<br>Retirement of Stuart Ingall-Tombs<br>Following the announcement of the retirement of Stuart Ingall-Tombs on 25 November 2024, he stepped down from the Board on 31 December<br>2024. To facilitate an orderly transition he is expected to remain an active employee until 28 February 2025 and be available to the Company until<br>the end of his notice period on 24 November 2025. He will be treated as a good leaver, which is the default treatment for retirement and the<br>Remuneration Committee agreed was appropriate to apply. His leaving terms are in line with the Directors’ Remuneration Policy and consist of:<br>• his salary, pension and car allowance will be paid up to the end of his notice period of 24 November 2025 and will continue to be paid on a monthly<br>basis. In total he will receive £635,000, £16,740, and £15,180 respectively over the 12 month’s notice period;<br>• he will continue to receive contractual benefits during his notice period, including annual leave, family medical insurance, life assurance, and<br>permanent health insurance;<br>• he will be eligible for a bonus of a maximum of 225% of base salary for the 2025 financial year on a pro-rata basis whilst in active service, which is<br>expected to be until 28 February 2025. Any bonus payable will be subject to the achievement of performance targets and will be determined by<br>the Remuneration Committee following the end of the 2025 financial year and any payment due will be made in March 2026;<br>• he will not receive a Performance Share Plan (PSP) award in 2025;<br>• his PSP awards that have vested, but are still in their holding period will be retained in full and will be released at the end of the holding period,<br>in line with our Policy;<br>• in line with the good leaver rules, he will retain a pro-rata of his in-flight PSP awards calculated by reference to grant date and the end of the notice<br>period. These awards will vest at the end of the three-year performance period, subject to the achievement of the performance conditions. Any<br>shares that vest will remain subject to a two-year holding period from the vesting date;<br>• his in-flight Deferred Bonus Plan (DBP) awards will be retained in full and released at the end of the three-year deferral period, in line with our<br>Policy;<br>• all outstanding PSP and DBP awards will remain subject to malus and clawback and he will comply with the post-cessation shareholding<br>requirements; and<br>• he received a contribution of up to £5,000 towards legal fees incurred.<br>No further payments will be made to Stuart Ingall-Tombs and the Remuneration Committee have not applied discretion to his leaving arrangements.<br>Payments to past Directors (audited)<br>There were no payments made to past Directors during 2024.<br>Appointment of Paul Edgecliffe-Johnson<br>On 25 November 2024, we announced the appointment of Paul Edgecliffe-Johnson who, having joined the Company on 2 December 2024, was<br>appointed to the Board as Chief Financial Officer on 1 January 2025. His remuneration has been set within the parameters of the approved Policy,<br>and consists of:<br>• an annual base salary of £775,000, which reflects his extensive experience and aligns with the external market rate for a Chief Financial Officer<br>with over 10 years in the role;<br>• He will next be eligible for a salary review in July 2026;<br>• a pension contribution of 3% of annual salary, in line with the wider UK workforce. This will be delivered as a cash supplement;<br>• standard company benefits including (but not limited to) car allowance, private medical insurance, life assurance and permanent health insurance;<br>• a maximum annual bonus opportunity of 225% of base salary, with 50% of any bonus payable subject to three years’ deferral under the Deferred<br>Bonus Plan;<br>• an annual award of 300% of base salary under the Performance Share Plan. He will be eligible to receive his first award in March 2025;<br>• a requirement to build a shareholding equivalent to 300% of salary within five years of appointment and to maintain this holding two years<br>post-cessation. Should he not have had sufficient time to build up shares to meet the guideline, he will be required to hold the actual level of<br>shareholding at cessation; and<br>• a contribution of up to £2,500 towards legal fees incurred.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 139
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Directors’ Annual Remuneration Report – 2024<br>continued<br>Single total figure for the remuneration during 2024 of the Chair and Non-Executive Directors<br>Chair and Non-Executive Director fees<br>From 1 July 2024 the fees for the Chair and Non-Executive Directors were increased by 4% in line with the increase applied to management levels<br>in the UK. This followed reviews in June 2024 by the Remuneration Committee for the Chair’s fees and by the Non-Executive Directors’ Terms<br>Committee for the Non-Executive Director fees. Both Committees were supported by the Remuneration Advisors, FIT.<br>Position Fee policy following review Fee policy before review<br>Chair £442,000 per annum £425,000 per annum<br>Non-Executive Director £78,000 per annum £75,000 per annum<br>Senior Independent Director Additional £20,800 per annum Additional £20,000 per annum<br>Chair of Audit Committee Additional £20,800 per annum Additional £20,000 per annum<br>Chair of Remuneration Committee Additional £20,800 per annum Additional £20,000 per annum<br>Intercontinental travel allowance Additional £5,000 per trip Additional £5,000 per trip<br>The table below shows the single total figure for the remuneration during 2024 of the Chair and Non-Executive Directors compared with the prior<br>year. The benefits section includes the travel allowance fee for intercontinental travel of £5,000 per meeting. The table has been audited.<br>Chair and Non-Executive Directors<br>Fees 2024<br>£’000<br>Fees 2023<br>£’000<br>Benefits 2024<br>£’000<br>Benefits 2023<br>£’000<br>Total 2024<br>£’000<br>Total 2023<br>£’000<br>Richard Solomons 433.5 425.0 – – 433.5 425.0<br>Brian Baldwin1 19.5 – 5 – 24.5 –<br>Cathy Turner 96.9 95.0 5 5 101.9 100.0<br>David Frear 76.5 75.0 15 20 91.5 95.0<br>John Pettigrew 96.5 95.0 – 5 96.5 100.0<br>Linda Yueh 76.5 75.0 5 5 81.5 80.0<br>Sarosh Mistry 76.5 75.0 5 20 81.5 95.0<br>Sally Johnson2 96.9 69.2 5 – 101.9 69.2<br>1. Brian Baldwin was appointed to the Board on 1 October 2024.<br>2. Sally Johnson was appointed to the Board on 1 April 2023.<br>Directors’ shareholdings and share interests<br>Directors’ share interests<br>The interests of the Directors and their connected persons in the share capital of the Company as at 31 December 2024 and at 31 December 2023,<br>or their date of appointment if later, are set out below. No Director has any beneficial interest in the shares of any of the Company’s subsidiaries.<br>This table has been audited.<br>Number of ordinary shares<br>as at 31 Dec 2024<br>Number of ordinary shares<br>as at 31 Dec 2023<br>Richard Solomons 84,900 84,900<br>Andy Ransom1 1,764,166 1,230,419<br>Stuart Ingall-Tombs 195,408 195,408<br>Brian Baldwin² 64,600,000 –<br>Cathy Turner 24,736 24,736<br>David Frear 8,125 8,125<br>John Pettigrew 55,000 55,000<br>Linda Yueh 1,590 1,590<br>Sally Johnson³ 6,020 3,527<br>Sarosh Mistry 1,850 1,850<br>1. Andy Ransom has an interest in 4,044,246 vested PSP shares from the 2015, 2016, 2017, 2018, 2019, 2020 and 2021 awards and 198,620 vested DBP shares,<br>which he has not yet exercised. These figures are not included in his beneficial interest of shares figure at 31 December 2024 above but are included in the<br>share award table below.<br>2. Brian Baldwin was appointed to the Board on 1 October 2024. His holding is the interest beneficially owned by Trian Fund Management, L.P.<br>3. Sally Johnson was appointed to the Board on 1 April 2023.<br>There has been no change to the current Directors’ shareholdings between 31 December 2024 and 6 March 2025.<br>Executive shareholdings<br>All Executive Directors are required to hold shares equivalent in value to a percentage of their salary within a five-year period from their appointment<br>date. Following the approval of the Policy, the requirement for the Chief Executive increased to 400% from 300% of annual salary and the<br>requirement for the Chief Financial Officer increased to 300% from 200% of annual salary.<br>As of 31 December 2024, the Chief Executive substantially exceeded the minimum shareholding requirement and the Chief Financial Officer was on<br>track to meet the shareholding requirement within the five years of appointment. The table below sets out the number of shares held at 31 December<br>2024 by each Executive Director. Shares owned outright include those held by connected persons. This table has been audited.<br>Shareholding<br>requirement<br>as a % of salary<br>Number of<br>shares owned<br>outright<br>Value of<br>shareholding<br>as at<br>31 Dec 2024¹<br>Shares owned<br>outright as<br>a % of salary<br>Interest in PSP<br>and DBP that are<br>available to<br>exercise as at<br>31 Dec 2024<br>Interest in PSP<br>and DBP awards<br>subject to holding<br>period as at<br>31 Dec 2024<br>Interest in PSP<br>awards subject to<br>performance<br>conditions as at<br>31 Dec 2024<br>Andy Ransom 400% 1,764,166 7,070,777 680% 3,671,518 892,858 2,087,965<br>Stuart Ingall-Tombs 300% 195,408 783,195 123% 0 419,722 1,029,229<br>1. The share price is based on the Company’s share price on 31 December 2024 of 400.8p.<br>140 Rentokil Initial plc<br>Annual Report 2024
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Total PSP and DBP awards held by Executive Directors<br>The table below has been audited. Both the PSP and DBP awards granted were in the form of nil-cost options and may be exercised after vesting up<br>to 10 years from the date of grant.<br>Date of<br>award<br>Share<br>price<br>used to<br>determine<br>award<br>Scheme<br>interest at<br>1 Jan 2024<br>Shares<br>awarded<br>during<br>2024<br>Shares<br>lapsed<br>during<br>2024<br>Dividend<br>equivalent<br>shares<br>at vest2<br>Shares<br>available<br>for exercise<br>during<br>2024<br>Dividend<br>equivalent<br>shares at<br>exercise2<br>Shares<br>exercised<br>during<br>2024<br>Outstanding<br>awards at<br>31 Dec 2024<br>Performance<br>period end<br>2014 PSP5<br>Andy Ransom 31/03/2014 123.4p 912,792 – – – 912,792 73,723 986,515 – 30/03/2017<br>2015 PSP1<br>Andy Ransom 31/03/2015 135.5p 883,906 – – – 883,906 – – 883,906 30/03/2018<br>2016 PSP1<br>Andy Ransom 12/05/2016 159.4p 869,324 – – – 869,324 – – 869,324 10/03/2019<br>2017 PSP1<br>Andy Ransom 31/03/2017 246.4p 562,676 – – – 562,676 – – 562,676 30/03/2020<br>2018 PSP1<br>Andy Ransom 29/03/2018 271.2p 487,350 – – – 487,350 – – 487,350 28/03/2021<br>Andy Ransom 14/05/2018 271.2p 121,837 – – – 121,837 – – 121,837 13/05/2021<br>2019 PSP1<br>Andy Ransom 25/03/2019 346.6p 547,805 – – – 547,805 – – 547,805 24/03/2022<br>2019 DBP4<br>Andy Ransom 25/03/2019 346.6p 74,457 – – – 74,457 – – 74,457 24/03/2022<br>2020 DBP,1,4<br>Andy Ransom 24/03/2020 358.6p 124,163 – – – 124,163 – – 124,163 23/03/2023<br>2020 PSP1<br>Andy Ransom 08/09/2020 530.2p 276,011 – – – 276,011 – – 276,011 07/09/2023<br>Stuart Ingall-Tombs 08/09/2020 530.2p 126,176 – – – 126,176 – – 126,176 07/09/2023<br>2021 PSP1,3<br>Andy Ransom 23/03/2021 494.4p 442,455 – 227,024 8,890 224,321 – – 224,321 23/03/2024<br>Andy Ransom 18/05/2021 468.5p 140,074 – 71,872 2,814 71,016 – – 71,016 18/05/2024<br>Stuart Ingall-Tombs 23/03/2021 494.4p 202,265 – 103,783 4,064 102,546 – – 102,546 23/03/2024<br>2022 PSP<br>Andy Ransom 04/03/2022 497.6p 659,415 – – – – – – 659,415 04/03/2025<br>Stuart Ingall-Tombs 04/03/2022 497.6p 331,592 – – – – – – 331,592 04/03/2025<br>2022 DBP4<br>Andy Ransom 22/03/2022 507.2p 124,211 – – – – – – 124,211 22/03/2025<br>Stuart Ingall-Tombs 22/03/2022 507.2p 70,597 – – – – – – 70,597 22/03/2025<br>2023 DBP4<br>Andy Ransom 21/03/2023 561.0p 114,078 – – – – – – 114,078 21/03/2026<br>Stuart Ingall-Tombs 21/03/2023 561.0p 69,617 – – – – – – 69,617 21/03/2026<br>2023 PSP<br>Andy Ransom 30/03/2023 572.2p 590,647 – – – – – – 590,647 30/03/2026<br>Stuart Ingall-Tombs 30/03/2023 572.2p 288,360 – – – – – – 288,360 30/03/2026<br>2024 DBP4<br>Andy Ransom 21/03/2024 471.5p – 83,221 – – – – – 83,221 21/03/2027<br>Stuart Ingall-Tombs 21/03/2024 471.5p – 50,786 – – – – – 50,786 21/03/2027<br>2024 PSP<br>Andy Ransom 26/03/2024 463.8p – 750,556 – – – – – 750,556 26/03/2027<br>Stuart Ingall-Tombs 26/03/2024 463.8p 366,429 366,429 26/03/2027<br>Andy Ransom 03/09/2024 479.6p – 87,347 – – – – – 87,347 03/09/2027<br>Stuart Ingall-Tombs 03/09/2024 479.6p 42,848 42,848 03/09/2027<br>1. Shares held by Andy Ransom under the 2015, 2016, 2017, 2018, 2019, 2020, and 2021 PSP awards are vested but unexercised and total 4,044,246. Stuart<br>Ingall-Tombs holds shares under the 2020 and 2021 PSP that are vested but unexercised and total 228,722.<br>2. PSP awards are entitled to receive dividend equivalents in the form of shares based on dividend payments between the date of grant and vesting. These are<br>included in the total shares at vest. The awards granted prior to 2021 are also entitled to receive dividend equivalents in the form of shares post vesting based<br>on dividend payments between the date of vest and the date one month before exercise. These shares are applied at exercise.<br>3. The 2021 PSP award partially vested at 48.7%.<br>4. The DBP awards are subject to a three-year holding period, but are not subject to any performance or service conditions.<br>5. Andy Ransom exercised his 2014 PSP awards on 13 March 2024. He exercised a total of 986,515 shares, with a share price on exercise of 489.07p, giving a total<br>value on exercise of £4,824,479, which was a gain of £3,607,389 compared with the grant price value of these awards. He sold 464,245 shares at a value of<br>£2,270,483 to cover taxes due.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 141
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Directors’ Annual Remuneration Report – 2024<br>continued<br>Remuneration in context<br>Wider workforce remuneration policy<br>During 2024, the Company had approximately 68,500 colleagues<br>based in 89 countries. We have a broad remuneration policy which<br>reflects the diversity of cultures, legislative environments, employment<br>markets, and the types and seniority of roles that this geographic<br>spread requires. The Company structures colleagues’ rewards to enable<br>it to recruit and retain the right people, doing the right job for its<br>customers. The following summary provides additional context but does<br>not formally form part of the Policy and may change from time to time.<br>The Remuneration Committee monitors and reviews the effectiveness<br>of the senior remuneration policy and has regard to its impact and<br>compatibility with remuneration policies in the wider workforce.<br>The principles that the Company follows include:<br>• competitive: setting pay with reference to internal relativity and<br>external market practices;<br>• simple: helping all employees to understand how they are rewarded;<br>• fair: achieving consistent outcomes through flexible and transparent<br>policies; and<br>• sustainable: aligning reward to business strategy and performance.<br>Wider workforce engagement<br>The Remuneration Committee continued their engagement with the<br>Company’s colleagues as part of the wider workforce engagement<br>undertaken by the Board of Directors as set out on page 111. These<br>activities have continued to build on practices that were already<br>in place and embedded in the way they work. This approach has<br>been undertaken because engaging with the wider workforce and<br>understanding their views was already a practice that the Board<br>has undertaken for many years prior to the introduction of these<br>requirements by the Code.<br>The existing approach was a proven way for colleagues’ views to be<br>effectively shared with the Remuneration Committee and the wider<br>Board. The management team is trusted to bring key issues about<br>colleagues to the Committee’s attention and there is a regular flow of<br>information to the Board. Full details can be found on page 111. These<br>include the YVC survey results and action plans, regional ‘deep dive’<br>presentations, and Employer of Choice updates, which ensure that the<br>Committee gets a rounded view from across the Group and gives a<br>much better representation of our c.68,500 colleagues’ views than for<br>example, conducting individual workshops, with a small number of<br>colleagues. That said, in a normal year, the Board takes time to meet<br>colleagues during site visits, undertake ‘ride-alongs’ with specialists and<br>technicians, and attend management meetings. Examples of activities<br>that the Remuneration Committee has undertaken include a visit to<br>North America, where the Board met with the North American<br>leadership team and attended the opening of our new Innovation<br>Centre in Dallas, where the Committee had an opportunity to meet with<br>colleagues from all businesses. The Chair of the Committee and other<br>Committee members have presented at a Head Office town hall and<br>attended a Senior Leaders Forum in the Pacific, where attendees were<br>able to ask questions on a range of subjects, including remuneration.<br>She has also met with members of the senior management team both<br>formally and informally.<br>In addition to this, the Committee takes into account the pay of the wider<br>workforce when making remuneration decisions for the Executive<br>Directors and the ELT as was the normal practice prior to the change<br>to the Code. This is achieved through relevant details about the wider<br>workforce being disclosed to the Committee to provide context when<br>it is making pay decisions. For example, when making salary decisions,<br>the Committee is provided with details of the overall approach for<br>the Group, as well as senior leader and general colleague<br>recommendations for the specific countries in which the Executive<br>Directors and ELT reside.<br>This means, for example, that the approach to pay increases for frontline<br>technicians and managers in Singapore would be taken into account<br>when making decisions about the pay for the Regional Managing<br>Director for Asia & MENAT, who lives and works in Singapore.<br>Consideration of cost-of-living challenges<br>In 2024, the challenges around the impact of the cost-of-living globally<br>continued and we have remained committed to paying our colleagues<br>fairly, with particular focus on the impact that higher inflation has had on<br>our more junior and frontline colleagues. We continued a number of the<br>successful initiatives that we had introduced in previous years, which<br>included:<br>• giving higher increases to frontline colleagues compared with senior<br>leaders and management teams; for example, the typical pay increase<br>for frontline colleagues in the UK was double the typical salary<br>increase for management and senior leaders in 2024;<br>• giving frontline colleagues the opportunity to flex their work hours and,<br>based on colleague feedback, offering them the opportunity to<br>increase their contractual hours, and accordingly their pay;<br>• supporting colleagues to help them maximise their incentive<br>opportunity;<br>• increasing meal voucher benefits to support colleagues with the rising<br>costs of food inflation; and<br>• providing support to colleagues to help them develop their own<br>strategies to manage the cost of living challenge; For example, by<br>providing access to a range of financial tools and calculators through<br>our benefit platform in the UK and partnering with HSBC to deliver<br>financial education webinars.<br>CEO pay ratio<br>The CEO pay ratio compares the CEO single figure earnings with the<br>single figure earnings of UK colleagues. It has been calculated using<br>method A, where the colleagues at each quartile are identified using<br>details of their full-time equivalent pay and benefits for the year being<br>measured. The effective date for the calculation is 31 December of<br>the reporting year. For example, the 2024 colleague figures represent<br>the full-time equivalent pay and benefits for 2024 for colleagues<br>employed on 31 December 2024 and is calculated once the actual<br>data is available, which means that no elements of pay are omitted<br>or departures required from the methodology. This method was<br>chosen as it best replicates the Chief Executive’s single figure.<br>The table below shows the ratios at the 25th percentile, median, and<br>75th percentile for 2018 to 2024, and the corresponding value of pay<br>and benefits:<br>Year Method<br>25th<br>percentile<br>pay ratio<br>Median<br> pay ratio<br>75th percentile<br>pay ratio<br>2024 A<br>Salary £24,936 £26,676 £32,319<br>Total pay and<br>benefits £25,016 £27,321 £34,363<br>Pay ratio 76:1 70:1 56:1<br>2023 A Pay ratio 154:1 123:1 88:1<br>2022 A Pay ratio 148:1 121:1 85:1<br>2021 A Pay ratio 281:1 232:1 172:1<br>2020 A Pay ratio 203:1 160:1 111:1<br>2019 A Pay ratio 220:1 173:1 119:1<br>2018 A Pay ratio 229:1 189:1 145:1<br>The CEO ratios for 2024 have reduced compared with 2023, this is due to<br>the CEO’s single figure being lower than historical outcomes. The main<br>reason for this is no bonus being payable for 2024 and a lower vesting<br>level of the PSP, alongside the employee values remaining higher, which<br>is partially due to colleagues being given the opportunity to increase their<br>contractual hours and accordingly their pay.<br>142 Rentokil Initial plc<br>Annual Report 2024
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This table will continue to be built on over time to cover a rolling 10-year<br>period and will include reasons for the changes to the ratios from year to<br>year. However, it is anticipated that variations in the PSP and annual<br>bonus outcomes will have the biggest impact on the ratios. For PSP, this is<br>due to vesting levels and the share price changing. For the annual bonus,<br>although our comparator colleagues are also eligible for a bonus, the<br>Chief Executive is targeted on Group-level outcomes, whereas our<br>comparator colleagues are based on their specific remit, which given the<br>UK makes up only a small percentage of the Group, means the outcomes<br>may vary from year to year.<br>The median pay ratio is consistent with the pay, reward, and progression,<br>policies for the Company’s UK colleagues taken as a whole.<br>The Company has a consistent approach to reward across the Group and<br>colleagues’ packages are set with reference to the external market.<br>Gender pay gap<br>The Company continues to have no material gender pay gap between<br>men and women, with a median of -3.6% and a mean -7.1%, which is<br>significantly better than the UK average of 13.1% reported by the Office for<br>National Statistics, and means the median woman earns marginally more<br>than the median man. These are encouraging results overall, and the<br>Company is steadily increasing the number of women in senior roles.<br>In addition, the Company’s reputation as an Employer of Choice has<br>continued to grow with a significant number of female external hires.<br>The Company continues to be focused on making it an even more diverse<br>and inclusive place to work and the key areas of focus continues to be<br>increasing the number of female frontline technicians and improving the<br>proportion of females in senior manager roles, in both the head office<br>functions and operations.<br>Relative importance of spend on pay<br>The table below sets out amounts paid in total employee costs and<br>total dividends paid for the years ended 31 December 2024 and<br>31 December 2023.<br>2024<br>£m<br>2023<br>£m<br>%<br>change<br>Remuneration paid to all<br>employees of the Group 2,558 2,550 0.3%<br>Distributions to shareholders 229 201 13.9%<br>Details of the remuneration paid to all employees can be found in Note<br>A9 to the Financial Statements on page 179. Details of the dividends<br>declared and paid during the periods are contained in Note D1 to the<br>Financial Statements on page 206.<br>Chief Executive remuneration over a 10-year period<br>Chief Executive<br>Single total<br>figure for<br>remuneration<br>Annual bonus<br>payout versus<br>maximum<br>opportunity<br>% long-term<br>incentive vesting<br>rates versus<br>maximum<br>opportunity<br>2015 – Andy Ransom £1,655,757 59.1% 15.1%<br>2016 – Andy Ransom £5,581,304 72.2% 67.5%<br>2017 – Andy Ransom £3,969,607 70.1% 80.3%<br>2018 – Andy Ransom £4,962,076 55.8% 91.3%<br>2019 – Andy Ransom £4,227,473 93.1% 90.8%<br>2020 – Andy Ransom £3,840,871 0.0% 86.0%<br>2021 – Andy Ransom £5,544,805 100% 96.6%<br>2022 – Andy Ransom £4,324,407 98.6% 64.6%<br>2023 – Andy Ransom1 £3,300,546 58.7% 48.7%<br>2024 – Andy Ransom2 £1,909,895 0.0% 32.6%<br>1. The 2023 single total figure includes the revised value of 295,351 shares<br>under the 2021 PSP award, which vested at 48.7%. 224,332 vested on 30<br>March 2024 with a value based on the closing share price on 2 April 2024<br>of 471.0p (first trading day after vesting). 71,019 vested on 18 May 2024 with<br>a value based on the closing share price on 20 May 2024 of 424.8p (first<br>trading day after vesting).<br>2. The 2024 single total figure includes the estimated value of 225,522 shares<br>under the 2022 PSP award, which is due to vest on 4 March 2025 based on<br>the average share price over Q4 of 2024 of 388.9p.<br>Use of discretion<br>The Remuneration Committee is cognisant of its responsibility<br>to make informed and thoughtful decisions on remuneration that<br>are both balanced and in the long-term interests of the business<br>and shareholders and, where necessary, will apply discretion to<br>remuneration targets or outcomes that otherwise would be<br>inappropriate. The application of discretion over the last five years<br>is detailed on page 128 and has mainly focused on adjustments<br>to the targets of in-flight PSP awards to take account of material<br>acquisitions and disposals, to ensure that the targets remain as<br>originally intended and have not become inadvertently easier or<br>harder as a result of the acquisition.<br>Re-election of Directors and service contracts<br>Details of the Director’s service contracts and notice periods defined<br>under the Directors’ Remuneration Policy can be found on page 151.<br>The notice periods given in service contracts of the current Directors<br>are: Andy Ransom, twelve months by either party; Paul<br>Edgecliffe-Johnson, twelve months by either party; and Richard<br>Solomons, six months by either party. The Non-Executive Directors<br>have a notice period of three months.<br>Stuart Ingall-Tombs is currently serving notice and will retire on<br>24 November 2025 (see page 139 for further details). The notice period<br>in his service contract is twelve months.<br>TSR performance over a 10-year period relative to FTSE Index<br>The following graph shows TSR over a 10-year period reflecting the<br>holding of the Company’s shares, plotted against the FTSE 100 Index,<br>the FTSE 250 Index, and the FTSE 350 Index, on a consistent basis<br>with the graph shown last year. The Company has been a constituent<br>of one or more of these indices over the 10-year period that is shown.<br>This chart is based on data sourced from Thomson Reuters DataStream<br>and uses spot Return Index data at each year end.<br>Rentokil Initial plc’s TSR compared against the TSR of FTSE 100,<br>FTSE 250, and FTSE 350 indices over a 10-year period<br>0<br>£200<br>£400<br>£600<br>£100<br>£300<br>£500<br>£550<br>£150<br>£350<br>£50<br>£250<br>£450<br>Dec<br>2015<br>Dec<br>2014<br>Dec<br>2016<br>Dec<br>2017<br>Dec<br>2018<br>Dec<br>2019<br>Dec<br>2020<br>Dec<br>2021<br>Dec<br>2022<br>Dec<br>2024<br>Dec<br>2023<br>FTSE 100 FTSE 350<br>FTSE 250 Rentokil Initial<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 143
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Directors’ Annual Remuneration Report – 2024<br>continued<br>Percentage change in remuneration<br>The table below sets out a comparison of the change in pay versus the previous year for the Chief Executive, Chief Financial Officer, Chair,<br>Non-Executive Directors, and employees of Rentokil Initial plc for the years 2020 to 2024, showing a rolling five-year period.<br>The percentage changes calculated on the actual remuneration received are distorted by two factors: firstly, initiatives undertaken in 2020 to help<br>mitigate the impact of COVID-19, such as management/ senior leader pay waivers in Q2 2020 and cancelling the annual management bonus scheme<br>have impacted the percentage changes; and secondly, the actual remuneration received is not adjusted for in-year starters and leavers.<br>Andy<br>Ransom<br>Stuart<br>Ingall-Tombs<br>Richard<br>Solomons<br>Brian<br>Baldwin5<br>Cathy<br>Turner6<br>David<br>Frear7<br>John<br>Pettigrew<br>Linda<br>Yueh<br>Sally<br>Johnson8<br>Sarosh<br>Mistry9 Employees10<br>Salary/fees1<br>2024 7.6% 7.6% 2.0% – 1.9% −3.7% −3.5% 1.9% 47.3% −14.2% 4.8%<br>2023 3.0% 1.5% 10.9% – 27.6% 337.8% 34.8% 27.8% – 40.7% 11.1%<br>2022 1.5% 6.0% 2.2% – 12.7% – 6.0% 4.3% – 50.1% 1.5%<br>2021 33.3% 175.3% 9.6% – 89.3% – 9.6% 9.6% – – 4.4%<br>2020 −14.3% – 34.6% – – – 9.6% −8.8% – – –<br>Annual bonus2<br>2024 -100% -100% – – – – – – – – -74.6%<br>2023 −38.7% −38.7% – – – – – – – – −17.6%<br>2022 −1.3% 6.0% – – – – – – – – 45.0%<br>2021 100.0% 100.0% – – – – – – – – 352.1%<br>2020 -100.0% – – – – – – – – – −62.8%<br>Benefits3,4<br>2024 0.2% −0.2% – – – – – – – – 2.2%<br>2023 −0.9% 0.1% – – – – – – – – −8.4%<br>2022 −2.7% 3.8% – – – – – – – – −0.2%<br>2021 0.5% −44.8% – – – – – – – – −4.5%<br>2020 −0.3% – – – – – – – – – 1.3%<br>Total<br>2024 -46.8% -46.7% 2.0% – 1.9% −3.7% −3.5% 1.9% 47.3% −14.2% -27.6%<br>2023 −28.0% −23.7% 10.9% – 27.6% 337.8% 34.8% 27.8% – 40.7% −2.8%<br>2022 −0.3% 6.0% 2.2% – 12.7% – 6.0% 4.3% – 50.1% 17.6%<br>2021 265.4% 556.8% 9.6% – 89.3% – 9.6% 9.6% – – 45.9%<br>2020 −63.5% – – – – – −4.6% −8.8% – – −15.2%<br>1. Base salary includes overtime and allowances.<br>2. Annual bonus includes our Group Management Bonus Scheme (GMBS) and any other bonus commission or cash incentive but excludes any long-term<br>incentives.<br>3. Benefits include private healthcare, car allowance, cars, fully expensed fuel cards, and commercial vans (private use).<br>4. Pension and retirement benefits are not included in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports)<br>(Amendment) Regulations 2013.<br>5. Brian Baldwin was appointed to the Board on 1 October 2024.<br>6. Cathy Turner was appointed as Chair of the Remuneration Committee on 12 May 2021.<br>7. David Frear was appointed to the Board on 12 October 2022.<br>8. Sally Johnson was appointed to the Board on 1 April 2023.<br>9. Sarosh Mistry was appointed to the Board on 1 April 2021.<br>10.In line with regulations, employees include those employed by Rentokil Initial plc, excluding Executive Directors and Non-Executive Directors.<br>144 Rentokil Initial plc<br>Annual Report 2024
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Directors’ Annual Remuneration Report – Looking forward 2025<br>Executive Director base salaries from 1 January 2025<br>Executive Director and ELT salaries are typically reviewed with effect from 1 July each year in accordance with the prevailing Policy.<br>When reviewing salary levels, the Remuneration Committee takes into account a number of internal and external factors, including Company<br>performance during the year, external market data, and the salary review principles applied to the rest of the organisation to ensure a consistent<br>approach. The salary increase for the Chief Executive is expected to be around 2.5% in line with the increases that are anticipated to be applied to<br>management. The Chief Financial Officer will not receive a salary review in 2025, in line with the terms of his appointment. The standard increases<br>of the wider workforce in 2025 are expected to be higher, as the Company normally focuses more of its pay review budget at the frontline.<br>Salary from 1 January 2025<br>Executive Director<br>Salary from<br>1 January 2025<br>£’000 Increase %<br>Salary from<br>1 July 2025<br>£’000<br>Andy Ransom – Chief Executive 1,040.0 2.5% 1,066.0<br>Paul Edgecliffe-Johnson – Chief Financial Officer 775.0 0.0%1 775.0<br>1. In line with the terms of his appointment, his first salary review will be in July 2026.<br>Fixed pay for 2025 will be:<br>Estimated<br>base salary<br>£’000<br>Estimated<br>benefits<br>£’000<br>Estimated<br>pension<br>£’000<br>Total<br>fixed pay<br>£’000<br>Andy Ransom – Chief Executive 1,053.0 19.2 31.6 1,103.8<br>Paul Edgecliffe-Johnson – Chief Financial Officer 775.0 16.8 23.3 815.1<br>2025 Non-Executive Director fees<br>The table below shows the Non-Executive Director fees from 1 January 2025. As part of the review of the fees conducted in September 2022, it was<br>agreed that the Non-Executive Director fees would be reviewed each year as part of the salary review and, if appropriate, the fees will be increased<br>by the standard amount being applied to Executive Directors. This review will be completed in June 2025 and any increase determined will be<br>applied from 1 July 2025.<br>Position Fee policy from 1 January 2025<br>Chair £442,000 per annum<br>Non-Executive Director £78,000 per annum<br>Senior Independent Director Additional £20,800 per annum<br>Chair of Audit Committee Additional £20,800 per annum<br>Chair of Remuneration Committee Additional £20,800 per annum<br>Intercontinental travel allowance Additional £5,000 per trip<br>2025 annual bonus structure<br>When considering the targets for the 2025 annual bonus, the Committee reviewed the level of payment for threshold, target and maximum<br>performance. It subsequently determined that the threshold level of payout for the 2025 bonus should be 20% of maximum which is in line with the<br>policy approved by shareholders and consistent with threshold levels in a significant number of similar sized FTSE companies and bonus practice<br>in the US, where a number of our senior leaders are based. The Committee believes that there is an appropriate amount of stretch in the threshold<br>target to justify this level of payout and also concluded that the bonus payout level for target performance shall remain at 50% of maximum with<br>a straight line payout curve between threshold to maximum<br>Executive Directors have the following bonus opportunity as a percentage of base salary.<br>Threshold Target Maximum<br>Company performance 39.0% 97.5% 195.0%<br>Personal performance 0.0% 15.0% 30.0%<br>Total 39.0% 112.5% 225.0%<br>Company performance<br>The focus of the bonus remains on rewarding sustainable profitable growth and delivery of Adjusted Free Cash Flow in order to align Executive<br>Directors’ incentives with the Group’s strategy.<br>• Gateways: 95% of the Profit target and an Adjusted Free Cash Flow gateway have to be reached at Group level before the financial performance<br>element of the bonus can be paid.<br>• Financial performance: If both these profit and cash flow gateways are achieved, then Executive Directors can earn up to 195% of salary based<br>on the achievement of financial targets.<br>Bonus targets have not been disclosed looking forward for 2025 as the Board believes that this information is commercially sensitive. Disclosing<br>bonus targets could provide information about our business plans to our competitors, which could be damaging to our business interests and<br>therefore to shareholders. However, retrospective bonus targets for 2025 will be disclosed in next year’s Annual Report.<br>The Committee remains dedicated to ensuring that the bonus targets remain stretching and has determined that, in addition to delivery of Group<br>profit and revenue targets, part of uplift in bonus opportunity approved as part of the new Policy, will continue to be based on the achievement<br>of delivery of Organic Revenue Growth in our North America business for 2025.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 145
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The table below shows the how the bonus opportunity for Company performance in 2025 will be split.<br>Threshold Target Maximum<br>Profit 17.0% 42.5% 85.0%<br>Revenue 17.0% 42.5% 85.0%<br>North America Organic Revenue Growth 5.0% 12.5% 25.0%<br>Company performance 39.0% 97.5% 195.0%<br>Personal performance<br>The Executive Directors can earn up to 30% of base salary based on their personal performance against objectives measured through the<br>Company’s performance and development review process.<br>Bonus deferral<br>50% of any bonus earned will be deferred into shares for three years.<br>How will incentives be aligned with the business strategy in 2025?<br>The table below shows how key elements of the business strategy are reflected in the Executive Directors’ remuneration in 2025.<br>Strategic priorities Link to remuneration<br>Be an Employer of Choice/ colleague retention Through personal goals in the annual bonus and the Sales and Service colleague retention<br>performance condition in the PSP.<br>Drive Organic Revenue Growth in Pest Control Revenue targets for Group, Organic Revenue Growth targets for North America in the annual<br>bonus and Organic Revenue Growth targets in the PSP.<br>Manage the integration of Terminix into our North<br>America business<br>Organic Revenue Growth targets for North America in the annual bonus, as well as personal<br>goals in the annual bonus.<br>Build our Hygiene & Wellbeing business Revenue, profit targets, and personal goals in the annual bonus. Organic Revenue Growth<br>targets in the PSP.<br>Drive M&A M&A is enabled through delivery of Adjusted Free Cash Flow in the annual bonus and<br>Adjusted Free Cash Flow Conversion in the PSP, and its execution is measured through<br>personal goals in the annual bonus.<br>Creating value through product and service<br>innovations and digital applications<br>Through personal goals in the annual bonus and through the customer satisfaction measure<br>in the PSP.<br>Managing a responsible business ESG is measured through goals in the annual bonus and through the performance conditions,<br>vehicle fuel efficiency, customer satisfaction, and Sales and Service colleague retention in the PSP.<br>2025 PSP award<br>Under the Policy, the PSP award limits are a maximum of 375% of base salary for the Chief Executive and 300% of base salary for the Chief Financial<br>Officer. It is currently envisaged that Andy Ransom, Chief Executive, will receive an award of 375% of salary and Paul Edgecliffe-Johnson, Chief<br>Financial Officer from 1 January 2025, an award of 300% of salary in line with the Policy, subject to confirmation that this remains appropriate at the<br>time of grant.<br>Shares under the awards will be released no earlier than five years after grant (i.e. following a three-year vesting period and a two-year holding<br>period). Vesting of this award will be determined by the Company’s performance as follows and performance between targets will be calculated<br>on a straight-line basis.<br>For 2025, the Committee approved a change to the measurement of the TSR performance period, aligning it with the organisation’s calendar year<br>rather than the grant date. This approach aligns with prevailing FTSE market practice and offers administrative advantages in both calculation and<br>disclosure. This change will not be applied retrospectively to in-flight awards.<br>The performance period for the 2025 PSP award for all the metrics will be aligned with the financial year and will run from 1 January 2025 to<br>31 December 2027.<br>Performance measures 2025–2027 Weighting Threshold: 20% vesting Target: 50% vesting Maximum: 100% vesting<br>Relative TSR¹ 50% TSR performance is median<br>against comparator group<br>Straight-line vesting<br>between threshold and<br>maximum<br>Upper quartile TSR<br>performance against<br>comparator group<br>Organic Revenue Growth 15% 2.50% 3.25% 4.00%<br>Adjusted Free Cash Flow Conversion 15% 75% 85% 90%<br>Strategic measures²<br>20%<br>(split<br>equally)<br>– Sales and Service colleague retention Targets for these measures have not been disclosed as the Board believes that these<br>measures are commercially sensitive. They will be disclosed on vesting. They will be<br>based on straight-line vesting between threshold and target and between target and<br>maximum performance, which will be reported at vesting.<br>– Customer satisfaction<br>– Vehicle fuel intensity reduction 4% 6% 8%<br>1. The TSR index of comparators for this cycle will be the constituents of the FTSE 100 Index, excluding financial services, property, and primary resources<br>sectors.<br>2. The strategic measures will be measured over the three-year performance period. Colleague retention will be measured on average overall Sales and Service<br>colleague retention; customer satisfaction will be measured using average CVC scores; and vehicle fuel efficiency will be measured against an average<br>reduction across our key countries.<br>Directors’ Annual Remuneration Report – Looking forward 2025<br>continued<br>146 Rentokil Initial plc<br>Annual Report 2024
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The charts opposite provide an illustration of what could be<br>received by each of the Executive Directors in 2025, including<br>how a 50% increase in the share price could impact what they<br>receive.<br>These charts are illustrative, as the actual value that will be<br>received will depend on business performance in 2025 for the<br>bonus and in the three-year period to 2027 for the PSP, as well as<br>share price performance to the date of exercise for awards made<br>under the DBP and the PSP.<br>Our remuneration arrangements are designed so that a<br>significant proportion of pay is dependent on the delivery of<br>short and long-term goals that are aligned with our strategic<br>objectives and the creation of shareholder value.<br>Key<br> Fixed pay<br>Includes all elements of fixed remuneration, which includes base<br>salary, pension. and benefits. The amounts are based on the proposed<br>new salary levels from 1 July 2025 and assume a full year at this level.<br> Annual bonus including Deferred Bonus Plan (DBP)<br>Represents the potential value of the annual bonus for 2025, as shown<br>on pages 145 and 146. 50% of any bonus would be deferred into shares<br>for three years and this is included in the value shown.<br> Performance Share Plan (PSP)<br>Represents the potential value of the PSP to be awarded in 2025<br>(375% of salary for the CEO and 300% of salary for the CFO), which<br>would vest in 2028 subject to performance against the targets<br>disclosed on page 138. Awards would be subject to a holding period<br>for a further two years.<br> 50% share price growth<br>Represents the potential impact of a 50% share price increase.<br>This has been applied to the PSP.<br>Chief Executive – Andy Ransom<br>Fixed<br>£1,107,152<br>Threshold<br>£2,722,142<br>Target<br>£5,304,527<br>Maximum<br>£9,501,902<br>41% 29%<br>21% 22% 38% 19%<br>12% 25% 42% 21%<br>100%<br>15% 15%<br>£0m £2.0m £4.0m £6.0m £8.0m £10.0m<br>Chief Financial Officer – Paul Edgecliffe-Johnson<br>Fixed<br>£812,227<br>Threshold<br>£1,811,977<br>Target<br>£3,427,852<br>Maximum<br>£6,043,477<br>45% 26%<br>24% 25% 34% 17%<br>13% 29% 39% 19%<br>100%<br>16% 13%<br>£0m £2.0m £4.0m £6.0m £8.0m £10.0m<br>Illustration of proposed Directors’ Remuneration Policy for 2025<br>The Committee carefully reviewed the performance targets, ensuring they are both stretching yet achievable, in order to effectively motivate<br>participants. Reflecting the challenges in North America, the 2025-2027 Organic Revenue Growth target has been set lower than the 2024-2026<br>target. In the Committee’s view, this target remain appropriately challenging as on-target performance is aligned with the consensus of stock market<br>analysts’ expectation of growth over the period , and maximum performance requires outperformance of those analysts’ forecasts.<br>The Remuneration Committee is satisfied that these targets represent a suitably stretching range in light of all relevant factors, including the current<br>business plan and analysts’ forecasts.<br>When determining the level of vesting, the Remuneration Committee will also consider the underlying financial performance of the business, as well<br>as the value added to shareholders during the performance periods, and may adjust the vesting outcome if it considers this to be appropriate.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 147
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2024 Directors’ Remuneration Policy<br>The information provided in this section of the Remuneration Report is not subject to audit.<br>Base salary<br>Purpose/link to strategy To attract and retain executives of the calibre required to implement our strategy.<br>Operation Base salaries are payable in cash and are normally reviewed annually. Base salaries are set taking into account:<br>• scope and responsibilities of the role;<br>• external economic environment;<br>• individual skills and experience;<br>• contribution to overall business performance;<br>• pay conditions for other colleagues based in the UK and other regions which are considered by the Remuneration<br>Committee to be relevant for that executive; and<br>• comparable salaries in a cross-section of companies of a similar size and complexity at the time of review – which will be<br>taken into consideration, but not be the key determiner of salary levels.<br>Levels of payout Base salaries are set at an appropriate level taking into account the factors described under ‘Operation’ above<br>and salary increases are considered in this context. The maximum salary level is determined by the Remuneration<br>Committee taking into account these factors.<br>The Remuneration Committee would normally expect percentage pay increases for the Executive Directors to be<br>broadly in line with the wider workforce in relevant regions. However, higher increases may be awarded in certain<br>circumstances, where the Remuneration Committee considers this appropriate, such as:<br>• where a new Executive Director has been appointed to the Board at a lower than typical market salary to allow for<br>growth in the role, then larger increases may be awarded in following years to move salary positioning closer to typical<br>market levels as the executive grows in experience, subject to performance;<br>• where the Executive Director has been promoted or has had a change in responsibilities, salary increases in excess of<br>the above level may be awarded; or<br>• a substantial change in the Company’s size or market capitalisation leading to the positioning of an Executive Director’s<br>salary falling behind market practice.<br>In exceptional circumstances, where a Non-Executive Director temporarily takes up an executive position, salary<br>increases for the Non-Executive Director may be awarded as appropriate.<br>Performance measures<br>and period<br>The payment of salary is not dependent on achieving performance targets, although individual performance is taken<br>into account when setting salary levels and determining any salary increases.<br>Pension<br>Purpose/link to strategy To facilitate Executive Directors’ planning for retirement.<br>Operation Executive Director pension arrangements are by way of a defined contribution arrangement or through a cash<br>alternative of a similar value, or a combination of the two.<br>Levels of payout The maximum contribution will be in line with the wider workforce in the UK, which is currently 3% of base salary,<br>although this rate may change from time to time. Should an Executive Director be appointed in a country other than the<br>UK, a maximum contribution appropriate to that market would be considered.<br>Performance measures<br>and period<br>Not applicable.<br>Benefits<br>Purpose/link to strategy To provide market-competitive benefits that support the executive to undertake their role.<br>Operation The Company pays the cost of providing the benefits on a monthly, annual, or one-off basis. Benefits are determined<br>taking into account market practice, the level and type of benefits provided throughout the Group, and individual<br>circumstances, and the benefits provided may be reviewed from time to time. All benefits are non-pensionable.<br>The main benefits for Executive Directors are currently:<br>• life assurance;<br>• car or car allowance;<br>• family healthcare;<br>• permanent health insurance; and<br>• relocation benefits – in the event that an executive were required to relocate to undertake their role, the Remuneration<br>Committee may provide an additional appropriate level of benefits to reflect the relevant circumstances. Such benefits<br>may be one-off or ongoing in nature.<br>Should an Executive Director be appointed in a country other than the UK, benefits appropriate to that market would<br>be considered. The Remuneration Committee retains the discretion to change the benefits provided (including offering<br>additional benefits) in line with market practice and may include offering participation in any future all-employee share plan.<br>Levels of payout Levels of benefits are set in line with market practice. The level of benefits provided varies year-on-year depending on the<br>cost of the provision of benefits to the Company and therefore it is not meaningful to identify a maximum level of benefits.<br>Performance measures<br>and period<br>Not applicable.<br>148 Rentokil Initial plc<br>Annual Report 2024
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Annual bonus<br>Purpose/link to strategy To recognise and reward for stretching business performance against annual financial targets and/or personal objectives<br>that contribute to Company performance.<br>To attract and retain executives of the calibre required to implement our strategy and drive business performance.<br>The deferral of an element of the annual bonus into shares provides alignment with shareholders’ long-term interests<br>following the successful delivery of short-term targets and supports the balance of achievement of short-term and long-term<br>business performance.<br>Operation The annual bonus is paid each year after the Remuneration Committee has reviewed performance against targets, which are<br>set around the beginning of each year for each Executive Director, taking into consideration the underlying performance of<br>the business.<br>Normally no more than 50% of any bonus is generally paid in cash, with the balance deferred in shares under the Deferred<br>Bonus Plan (DBP).<br>Deferred shares typically vest after a period of three years with no further performance conditions.<br>Shares awarded under the DBP are typically awarded as nil-cost options and have an exercise period that extends from the<br>date of vesting to the 10th anniversary of the award being made, although awards may be structured in other ways. If nil-cost<br>options remain exercisable at the 10th anniversary of grant then they will be exercised automatically on a participant’s behalf.<br>The Remuneration Committee retains the right to exercise discretion to ensure that the level of bonus payable is appropriate<br>and a fair reflection of the Company’s performance.<br>Malus and clawback rules apply to both cash bonus payments and DBP awards (see Malus and Clawback section for details).<br>Deferred shares may be adjusted in accordance with the rules in the event of a variation of the Company’s share capital,<br>demerger, special dividend, or similar event that materially affects the price of shares.<br>Levels of payout Bonus payouts start to accrue at a level of up to 20% of base salary for meeting threshold levels of performance and<br>a maximum opportunity of 225% of base salary, with an on-target bonus opportunity of no more than 50% of the<br>maximum opportunity.<br>Payouts for performance levels in between these levels will typically be paid on a straight-line basis.<br>Dividend equivalents accrue between grant date and vesting date on shares that vest under the DBP and are normally<br>settled in the form of additional shares.<br>Performance measures<br>and period<br>The annual bonus is normally based on the achievement of financial targets and/or personal objectives, although the<br>Committee measures and period may include other strategic priorities. Performance is typically tested over a one-year<br>performance period.<br>The Remuneration Committee reserves the right to set appropriate measures that ensure alignment with business<br>strategy and shareholder interest, subject to the financial measures accounting for at least 75% of the total.<br>Financial measures may be linked to Group performance or the executive’s specific area of responsibility,<br>if appropriate.<br>If events happen which cause the Remuneration Committee to consider that a performance condition would not,<br>without alteration, achieve its original purpose, it may amend that performance condition provided that the amended<br>performance condition is materially no less challenging than it would have been had the event not occurred.<br>The Remuneration Committee retains the right to exercise discretion to ensure that the formulaic vesting outcome<br>is appropriate and a fair reflection of the Company’s performance.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 149
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Performance Share Plan (PSP)<br>Purpose/link to strategy To motivate and incentivise delivery of stretching business performance over the long term and to create alignment with<br>growth in value for shareholders.<br>To act as a retention tool for Executive Directors.<br>Operation The PSP operates under the rules approved by shareholders in 2016 (and as amended).<br>An award of shares is granted on an annual basis with a face value in line with the multiple of base salary approved by the<br>Remuneration Committee, with vesting subject to the achievement of performance conditions.<br>Shares awarded under the PSP are typically awarded as nil-cost options (although they may be structured in other ways)<br>and have an exercise period that extends from the date of vesting to the 10th anniversary of the award being made. If nil-cost options remain exercisable at the 10th anniversary of grant then they will be exercised automatically on a participant’s<br>behalf.<br>Award levels and performance conditions are set to support the business’s long-term goals and seek to reflect market<br>practice and shareholder guidance.<br>Awards are subject to a two-year holding period post vesting. Directors may sell sufficient shares to pay taxes due related<br>to the award, if required, during this period.<br>Malus and clawback rules apply to shares awarded under the PSP (see Malus and Clawback section for details).<br>Awards may be adjusted in accordance with the rules in the event of a variation of the Company’s share capital, demerger,<br>special dividend, or similar event that materially affects the price of shares.<br>Levels of payout The maximum regular annual award will be 375% of base salary for the Chief Executive and 300% of base salary for the<br>Chief Financial Officer and any other Executive Directors.<br>No more than 20% of the award shall vest for meeting threshold levels of performance and 100% of the award shall vest if<br>maximum performance is achieved. Performance between these points will typically be measured on a straight-line basis.<br>Dividend equivalents may accrue between grant date and vesting date or to the end of the holding period on shares that<br>vest under the PSP and are normally settled in the form of additional shares.<br>Performance measures<br>and period<br>Awards are subject to the achievement of financial and ESG/strategic measures, with specific measures and weightings set<br>by the Remuneration Committee each year to ensure alignment with the business strategy at the time of grant. However,<br>a minimum weighting of 75% should relate to financial (including TSR) measures. Potential measures include:<br>• relative TSR performance;<br>• Organic Revenue Growth;<br>• Adjusted Free Cash Flow conversion; and<br>• ESG measures (colleague retention, customer satisfaction, and vehicle fuel intensity).<br>If events happen which cause the Remuneration Committee to consider that a performance condition would not, without<br>alteration, achieve its original purpose, it may amend that performance condition provided that the amended performance<br>condition is materially no less challenging than it would have been had the event not occurred.<br>The Remuneration Committee retains the right to exercise discretion to ensure that the formulaic vesting outcome is<br>appropriate and a fair reflection of the Company’s performance.<br>Shareholding guidelines<br>Purpose/link to strategy Encourages greater levels of shareholding and aligns Executive Directors’ interests with those of shareholders.<br>Operation Executive Directors are expected to achieve and maintain a holding of the Company’s shares.<br>A further post-cessation shareholding requirement will normally apply to Executive Directors (see Termination section<br>for details). For two years following cessation of employment, Executive Directors will be required to hold shares to<br>the value of the shareholding guideline that applied at the cessation of their employment unless the Remuneration<br>Committee exceptionally determines otherwise; or, in cases where the individual has not had sufficient time to build up<br>shares to meet their guideline, the actual level of shareholding at cessation.<br>Levels of payout Chief Executive: 400% of salary; Chief Financial Officer and other Executive Directors: 300% of salary. To be achieved<br>within five years of appointment or other significant event.<br>Performance measures<br>and period<br>Not applicable.<br>2024 Directors’ Remuneration Policy<br>continued<br>150 Rentokil Initial plc<br>Annual Report 2024
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Measures and targets<br>All the performance measures selected, both in the financial and ESG/<br>strategic categories, support the delivery of short and long-term<br>financial performance of the business and shareholder value creation.<br>Targets are set each year based on stretching internal budgets, and<br>achieving or exceeding these targets will both return value to<br>shareholders and reward the executive team for delivery.<br>The annual bonus measures are reviewed annually to focus on delivery<br>of key financial targets and strategic goals for the forthcoming year,<br>as well as key strategic or operational goals relevant to the individual.<br>Over the long term, PSP performance measures are focused on<br>generating returns to shareholders through the relative TSR measure<br>and other measures focus on improving business performance.<br>Malus and clawback<br>Malus and clawback rules apply to the Executive Directors’ incentive<br>arrangements. Under these provisions, the Remuneration Committee<br>at their discretion may reduce bonus payments in respect of the current<br>year or future years and have the ability to scale back awards that have<br>not yet vested under the Company’s PSP or DBP (potentially to nil) in<br>the event of:<br>• a material misstatement of the Company’s audited results for the<br>current year or prior years;<br>• the discovery that an assessment of performance connected to the<br>award (including relating to the original bonus amount for the DBP)<br>was based on misleading or inaccurate information;<br>• there has been fraud or gross misconduct, or circumstances which,<br>in the opinion of the Remuneration Committee, would entitle the<br>Company or any other member of the Group to summarily dismiss<br>the individual;<br>• in the case of malus only, actions which result in serious reputational<br>damage or corporate failure affecting any part of the Group; or<br>• in the case of malus only, circumstances where the Remuneration<br>Committee, in its discretion, considers that this treatment is<br>appropriate.<br>For bonus, a clawback provision exists to give the Remuneration<br>Committee, in the same circumstances to malus, the ability to recover<br>sums already paid for up to two years after bonus determination.<br>For PSP, a clawback provision exists to give the Remuneration<br>Committee, in the same circumstances as malus, the ability to recover<br>sums already paid for up to five years from the grant date.<br>In addition, a separate clawback policy applies as required to comply<br>with SEC regulations in the US.<br>The Committee reserves the right to amend the various malus and<br>clawback provisions from time to time where it considers that to be<br>appropriate and in line with wider practice elsewhere.<br>Use of discretion<br>The Remuneration Committee is cognisant of its responsibility to make<br>informed and thoughtful decisions on remuneration that are both<br>balanced and in the long-term interests of the business and<br>shareholders and, where necessary, will apply discretion to<br>remuneration targets or outcomes that would otherwise be<br>inappropriate.<br>In addition, the Remuneration Committee also retains the right to apply<br>discretion in the operation and administration of the incentive plans.<br>This includes, but is not limited to, the following areas: setting<br>appropriate performance conditions, weightings and targets from year<br>to year for the PSP and annual bonus, the timing of PSP and DBP grants,<br>the timing of annual bonus payments, the size of PSP awards granted,<br>and determining the treatment of leavers.<br>Any discretion applied will be in accordance with the respective plan<br>rules (or relevant documentation) and within the limits of the Policy.<br>Recruitment<br>Executive Directors<br>The Remuneration Committee’s key principle when determining<br>appropriate remuneration arrangements for a new Executive Director<br>(whether appointed from within the organisation or externally) is to<br>ensure that arrangements are in the best interests of both the Company<br>and its shareholders, without paying more than is considered necessary<br>by the Remuneration Committee to recruit an executive of the required<br>calibre to develop and deliver the business strategy. When determining<br>appropriate remuneration arrangements, the Remuneration Committee<br>will take into account all relevant factors. These factors may include<br>(among others):<br>• the level and type of remuneration opportunity being forfeited;<br>• the jurisdiction the candidate was recruited from and whether any<br>relocation is required;<br>• the skills, experience, and calibre of the individual;<br>• the circumstances of the individual; and<br>• the current external market and salary practice, including market<br>practice on additional benefits.<br>The Remuneration Committee would comply with the terms of the<br>Remuneration Policy outlined in the table on pages 148 to 150.<br>In addition, if necessary, it may make awards on appointing an Executive<br>Director to ‘buy out’ remuneration terms forfeited on leaving a previous<br>employer. In doing so, the Remuneration Committee will take account<br>of relevant factors, including any performance conditions attached to<br>these awards, the form in which they were granted (e.g. cash or shares)<br>and the time over which they would have vested. Generally, buy-out<br>awards will be made on a comparable basis to those forfeited but, in any<br>event, will reflect those terms in some way (e.g. through a more<br>substantial discount to the amount).<br>In the event of recruitment, the Remuneration Committee may grant<br>awards to a new Executive Director under Listing Rule 9.4.2R, which<br>allows for the granting of awards, to facilitate, in unusual circumstances,<br>the recruitment of an Executive Director, without seeking prior shareholder<br>approval or under other appropriate Company share plans. The use of<br>Listing Rule 9.4.2R will be limited to granting buy-out awards only.<br>In the event that an internal candidate was promoted to the Board,<br>legacy terms and conditions may be honoured, including any<br>outstanding incentive awards and the exercise of any discretion in<br>connection with such payments. Similarly, if an Executive Director<br>is appointed following the Company’s acquisition of or merger with<br>another company, legacy terms and conditions would be honoured;<br>however, steps would be taken to align with the Policy over time.<br>In the event of the appointment of a new Chair of the Board or<br>Non-Executive Director, remuneration arrangements will normally<br>reflect the Policy outlined on page 145.<br>The Remuneration Committee’s intention is that timely disclosure of the<br>remuneration structure of any new Executive Director or Chair of the<br>Board will be made by the Company wherever practical.<br>Directors’ service agreements – Executive Directors<br>Executive Directors are employed on permanent contracts, which are<br>terminable on 12 months’ notice by either party. A description of the<br>payment in lieu of notice provisions can be found below. The Company’s<br>policy in respect of the notice periods for the termination of Executive<br>Directors’ contracts conforms to the UK Corporate Governance Code.<br>The remuneration and contractual arrangements for the Executive<br>Directors and senior management do not contain any matters that are<br>required to be disclosed under the Takeover Directive. The contracts<br>of service for Executive Directors are available for inspection by<br>shareholders at the Company’s registered office.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 151
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Termination<br>When an Executive Director leaves the business on the basis of mutual<br>agreement, the Remuneration Committee will determine an appropriate<br>payment taking into account the circumstances of leaving, but any<br>payment will be no more generous than that for leavers by reason of<br>disability, ill health, retirement, redundancy, death, or sale of an<br>individual employing business.<br>Base pay and benefits<br>Executive Directors are entitled to a payment in lieu of notice equal to<br>base pay and the value of benefits only for the duration of the remaining<br>notice period, subject to mitigation. The Company has the ability to<br>terminate Executive Directors’ employment, in the event of a prolonged<br>mental or physical incapacity to carry out his/ her Company duties and<br>without notice (summary dismissal), in the event of gross misconduct or<br>being disqualified to act as a Director. Appropriate medical benefits may<br>still be provided in the case of prolonged mental or physical incapacity.<br>Other<br>Executive Directors may be entitled to other payments including, but not<br>limited to, costs of appropriate repatriation/relocation, outplacement,<br>settlement agreement, non-compete agreement, legal and/or tax and<br>other relevant professional costs. The Remuneration Committee would<br>look to ensure that the level of these costs/benefits was reasonable and<br>in the best interests of shareholders.<br>Bonus including Deferred Bonus Plan (DBP)<br>Cash bonus<br>In the event of retirement, death, disability, redundancy, change of<br>control, sale of the employing company, or any other circumstance at<br>the discretion of the Remuneration Committee, Executive Directors may<br>receive a bonus payment for the year in which they cease employment.<br>This payment will normally be pro-rated for time and performance;<br>however, the Remuneration Committee retains the discretion to review<br>overall business and individual performance and determine that a<br>different level of bonus payment is appropriate.<br>Otherwise, generally, Executive Directors must be employed at the<br>date of payment to receive a bonus. In certain circumstances, the<br>Remuneration Committee may determine that a bonus payment may be<br>due to reflect performance and contribution to the point of cessation.<br>DBP – leaving before date of vest<br>Deferred bonus shares will normally vest in full following completion of<br>the three-year vesting period, unless the Committee determines in its<br>absolute discretion that vesting will be accelerated. Participants will<br>have six months from the date of vest to exercise.<br>The vesting of awards will be accelerated in the event of death and<br>there will be a period of 12 months from death to exercise (or up to<br>24 months if the Remuneration Committee so determines).<br>DBP – leaving after date of vest<br>The Executive Director will normally have six months in which to<br>exercise their awards from the date of leaving (12 months for death<br>(or up to 24 months if the Remuneration Committee so determines)).<br>Performance Share Plan (PSP)<br>Leaving before the end of the performance period<br>In the event of ill health, disability, death, retirement, redundancy,<br>change of control, sale of the employing company, or any other<br>circumstance at the discretion of the Remuneration Committee, awards<br>will vest on the original vesting date on a time-apportioned basis (unless<br>the Remuneration Committee determines otherwise). Performance will<br>be measured at the end of the original performance period. Participants<br>will have six months from the end of the holding period to exercise.<br>At the Remuneration Committee’s discretion in the event of ill health,<br>disability, or death (or in the event of any other exceptional circumstance<br>if it determines), awards can vest early on a time-apportioned basis.<br>In this circumstance, performance will be measured to the early vesting<br>date. Participants will have six months from leaving to exercise<br>(12 months for death (or up to 24 months if the Remuneration Committee<br>so determines)).<br>If participants leave for any other reason before the end of the<br>performance period, their award will lapse on termination.<br>Leaving after the end of the performance period<br>Any awards in the two-year holding period will be available to exercise<br>following completion of the two-year holding period. Participants will<br>have six months from the latest of the end of the holding period or the<br>leaving date to exercise (12 months for death (or up to 24 months if the<br>Remuneration Committee so determines)).<br>Post-cessation shareholding requirement<br>For two years following the cessation of employment, Executive<br>Directors will normally be required to hold shares to the value of<br>the shareholding guideline that applied at the cessation of their<br>employment; or, in cases where the individual has not had sufficient<br>time to build up shares to meet their guideline, the actual level of<br>shareholding at cessation.<br>The post-cessation shareholding requirement is to be satisfied from<br>shares vesting under the DBP and PSP from grants from 2021 onwards.<br>On exercise, sufficient shares may be sold to cover taxes due, but until<br>the shareholding requirement is met the remaining shares will be held<br>by the Company in nominee/escrow for the benefit of the Director.<br>If the Executive Director has met the shareholding requirement through<br>other means, with the exception of shares bought with their own funds,<br>and the above approach results in a shortfall at the date of leaving, the<br>Executive Director will be required to transfer the appropriate number<br>of shares into the nominee/escrow in order to meet the requirement.<br>In the event of ill health, disability, or death (or in the event of any<br>other exceptional circumstance that the Remuneration Committee<br>determines), the post-cessation shareholding requirement will not apply.<br>Chair of the Board and Non-Executive Directors<br>Fees<br>Approach<br>Non-Executive Directors’ remuneration is determined by the Board on<br>the recommendation of the Non-Executive Directors’ Terms Committee<br>of the Board (comprising the Chair of the Board, the Chief Executive,<br>and the Chief Financial Officer) within the limits set by the Articles of<br>Association. Non-Executive Directors’ fees are set at a level which is<br>considered appropriate for the calibre of individual required to support<br>the delivery of business strategy and taking into account skills,<br>experience, time commitment, and independent surveys of fees paid<br>to Non-Executive Directors of similar companies.<br>Fees for the Chair of the Board are determined by the Board based on<br>external remuneration advice and considered by the Remuneration<br>Committee taking into account typical fee arrangements at other<br>companies of a similar size and complexity, the time commitment<br>required to fulfil the role, and the calibre of the individual required.<br>Fees are reviewed at appropriate intervals.<br>Details<br>Non-Executive Directors’ fees are payable in cash and currently consist<br>of a basic fee plus additional fees payable to:<br>• the Senior Independent Director; and<br>• the Board Committee Chairs.<br>Additional fees may be paid to Non-Executive Directors on an ongoing<br>or temporary basis if there is a change in their responsibilities or a<br>significant increase in the time commitment required from them to fulfil<br>their role or to remain competitive.<br>The fees for Non-Executive Directors, including the Chair of the Board,<br>shall not exceed in aggregate £1,000,000 per annum or such higher<br>amount as the Company may from time to time by special resolution<br>determine, as set out in the Company’s Articles of Association.<br>2024 Directors’ Remuneration Policy<br>continued<br>152 Rentokil Initial plc<br>Annual Report 2024
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Other items<br>No element of Non-Executive Director remuneration is<br>performance-related.<br>The Chair of the Board and the Non-Executive Directors do not<br>participate in any of the Company’s incentive schemes, nor are they<br>eligible to join the Company’s pension scheme.<br>The Non-Executive Directors do not currently receive any other benefits.<br>However, benefits may be provided in the future if, in the view of the<br>Non-Executive Directors’ Terms Committee (for Non-Executive Directors<br>or the Remuneration Committee for the Chair of the Board), this was<br>considered appropriate. Non-Executive Directors who are based outside<br>the UK may be provided with support in relation to their tax reporting.<br>Letters of appointment<br>Non-Executive Directors<br>The Non-Executive Directors are each appointed by a letter of<br>appointment and either party may terminate the appointment on three<br>months’ written notice. The Non-Executive Directors are subject to<br>annual re-election at the AGM and are generally not expected to serve<br>for a period exceeding nine years. See pages 94 to 95 for details of their<br>appointment dates.<br>Chair of the Board<br>The Chair of the Board has a letter of appointment setting out his<br>responsibilities for the management of the Board. The Chair’s<br>contract may be terminated by either party on six months’ notice,<br>notwithstanding a requirement for annual re-election at the AGM.<br>Copies of the Chair of the Board and Non-Executive Directors’ letters<br>of appointment are available for inspection by shareholders at the<br>Company’s registered office.<br>Remuneration Policy – other information<br>Change of control<br>If the Company is taken over or wound up, PSP awards may vest by<br>reference to the extent to which the performance conditions are met<br>and on a time pro-rated basis (calculated on a monthly basis) unless, in<br>the case of pro-rating, the Remuneration Committee decides otherwise.<br>Outstanding PSP awards may be vested automatically on a change of<br>control on the participants’ behalf. Typically salaries and bonuses will be<br>paid to the date of change of control.<br>DBP awards shall vest in full. If participants are offered, and consent to,<br>an equivalent award in the new company, they will not vest and instead<br>will be exchanged for a new award. Participants have one month from<br>the change of control date to exercise their award; any options that are<br>not exercised at the end of that period will be automatically exercised.<br>Legacy arrangements<br>The Remuneration Committee reserves the right to make any<br>remuneration payments and payments for loss of office (including<br>exercising any discretions available to it in connection with such<br>payments), notwithstanding that they are not in line with the Policy set<br>out above, where the terms of the payment were agreed:<br>• before the date the Company’s first Directors’ Remuneration Policy<br>approved by shareholders in accordance with section 439A of the<br>Companies Act 2006 came into effect;<br>• before the Directors’ Remuneration Policy set out above came into<br>effect, provided that the terms of the payment were consistent with the<br>shareholder-approved Directors’ Remuneration Policy in force at the<br>time they were agreed; or<br>• at a time when the relevant individual was not a Director of the<br>Company and, in the opinion of the Remuneration Committee, the<br>payment was not in consideration for the individual becoming a<br>Director of the Company. For these purposes, ‘payments’ includes the<br>Remuneration Committee satisfying awards of variable remuneration<br>and, in relation to an award over shares, the terms of the payment<br>are ‘agreed’ at the time the award is granted. The Remuneration<br>Committee may make minor amendments to the Directors’<br>Remuneration Policy (for regulatory, exchange control, tax or<br>administrative purposes, or to take account of a change in legislation)<br>without obtaining shareholder approval for that amendment.<br>UK Corporate Governance Code provisions<br>As part of the review of the Policy and approving the Directors’<br>Remuneration Report, the Remuneration Committee has addressed the<br>factors set out in Provision 40 of the UK Corporate Governance Code as<br>set out below:<br>• Clarity – When considering and structuring any element of<br>remuneration, the Remuneration Committee aimed to be as<br>straightforward and transparent as possible. It also looked to ensure<br>that the remuneration vehicles used were clear and understandable<br>and the targets, outcomes and any other decisions are able to be<br>communicated in an open and detailed way. In addition, the<br>Remuneration Committee has endeavoured to ensure that, in<br>approving the Directors’ Remuneration Report, they are providing an<br>extensive and clear picture of the remuneration arrangements and<br>decisions undertaken each year. For instance, full details are shared<br>about the Committee’s assessment of the consideration given to<br>shareholder experience when assessing the incentive outcomes for<br>2024 (see pages 136 and 137).<br>• Simplicity – When determining the structure and mechanisms of<br>remuneration packages, consideration was given to ensuring that<br>complexity was avoided and that both our colleagues and our<br>shareholders would be able to easily understand the rationale for and<br>the operation of any incentive.<br>• Risk – The Remuneration Committee has a history of restraint and<br>closely monitors remuneration structures and outcomes in relation to<br>the strategy and financial performance, in order to ensure that only<br>appropriate behaviour is incentivised and rewards are not excessive.<br>The Committee has shown a willingness to apply discretion to adjust<br>targets upwards where it has felt it is appropriate, and outcomes could<br>otherwise misalign with performance and therefore create a risk to the<br>business and shareholders (see page 128). Risk is also considered in<br>the context of the Group’s wider risks (see Risks and Uncertainties on<br>pages 83 to 89).<br>• Predictability – The Remuneration Committee encourages and<br>oversees the use and replication of our annual bonus and PSP<br>schemes globally and deep into the organisation, ensuring colleagues<br>understand and become familiar with how we recognise and reward<br>performance, by keeping plan designs and metrics consistent from<br>year to year, and that as many people as possible share in the success<br>of the organisation. Remuneration structures, including grading and<br>reward programmes, are consistently applied and appropriate at each<br>level of the organisation.<br>• Proportionality – The Remuneration Committee seeks to ensure that<br>remuneration payouts awarded to the Executive Directors, the ELT,<br>and the wider workforce are consistent with performance outcomes<br>and with the experience felt by shareholders. The Committee<br>considers carefully the stretch built into targets and ensures that<br>outcomes linked to certain levels of performance are stretching,<br>while achievable, and therefore motivating for colleagues, as well<br>as satisfying shareholder expectations.<br>• Alignment with culture – The Remuneration Committee strives to<br>ensure that remuneration arrangements drive both financial and<br>non-financial performance, as well as behaviours consistent with our<br>purpose, values, and vision. Details of our culture can be found on<br>page 5. Our colleagues are integral to our business model as set out<br>on pages 23 to 24 and pages 65 to 66 and as such the Remuneration<br>Committee has regard to the balance of fixed and variable pay to<br>ensure the right level of reward and incentive is available to both<br>recruit and retain the talent needed to deliver our long-term strategic<br>plan. Relevant ESG focused measures have also been built into<br>the PSP.<br>Strategic Report Corporate Governance Financial Statements Other Information<br>Rentokil Initial plc<br>Annual Report 2024 153
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154 Rentokil Initial plc<br>Annual Report 2024
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158 Rentokil Initial plc<br>Annual Report 2024
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160 Rentokil Initial plc<br>Annual Report 2024
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162 Consolidated Statement of Profit or Loss and<br>Other Comprehensive Income<br>163 Consolidated Balance Sheet<br>164 Consolidated Statement of Changes in Equity<br>166 Consolidated Cash Flow Statement<br>167 Notes to the Consolidated Financial Statements<br>207 Related Undertakings<br>215 Parent Company Balance Sheet<br>216 Parent Company Statement of<br>Changes in Equity<br>217 Notes to the Parent Company<br>Financial Statements<br>Financial Statements<br>Rentokil Initial plc<br>Annual Report 2024 161<br>Strategic Report Corporate Governance Financial Statements Other Information
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Consolidated Statement of Profit or Loss and<br>Other Comprehensive Income<br>For the year ended 31 December<br>Notes<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Revenue A1 5,436 5,375 3,714<br>Operating expenses A7 (4,831) (4,711) (3,373)<br>Net impairment losses on financial assets (56) (39) (24)<br>Operating profit A1 549 625 317<br>Finance income C9 46 48 49<br>Finance cost C8 (197) (189) (79)<br>Share of profit from associates net of tax B6 7 9 9<br>Profit before income tax 405 493 296<br>Income tax expense A12 (98) (112) (64)<br>Profit for the year 307 381 232<br>Profit for the year attributable to:<br>Equity holders of the Company 307 381 232<br>Non-controlling interests – – –<br>Other comprehensive income:<br>Items that are not reclassified subsequently to the income statement:<br>Remeasurement of net defined benefit liability A10 – – 2<br>Items that may be reclassified subsequently to the income statement:<br>Net exchange adjustments offset in reserves 46 (352) (232)<br>Net (loss)/gain on net investment hedge (17) 109 (68)<br>Effective portion of changes in fair value of cash flow hedge 27 3 (6)<br>Cost of hedging (5) 9 (2)<br>Tax related to items taken to other comprehensive income A12, A14 (6) 6 11<br>Other comprehensive income for the year 45 (225) (295)<br>Total comprehensive income for the year 352 156 (63)<br>Total comprehensive income for the year attributable to:<br>Equity holders of the Company 352 156 (63)<br>Non-controlling interests – – –<br>Earnings per share attributable to the Company's equity holders:<br>Basic A2 12.17p 15.14p 11.57p<br>Diluted A2 12.14p 15.07p 11.51p<br>All profit is from continuing operations.<br>162 Rentokil Initial plc<br>Annual Report 2024
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Consolidated Balance Sheet<br>At 31 December<br>Notes<br>2024<br>£m<br>2023<br>£m<br>Assets<br>Non-current assets<br>Intangible assets B2 7,108 7,042<br>Property, plant and equipment B3 502 499<br>Right-of-use assets B4 461 452<br>Investments in associated undertakings B6 37 44<br>Other investments C4 21 21<br>Deferred tax assets A14 34 43<br>Contract costs A1 238 224<br>Retirement benefit assets A10 3 3<br>Trade and other receivables A3 57 45<br>Derivative financial instruments C6 6 57<br> 8,467 8,430<br>Current assets<br>Other investments C4 2 1<br>Inventories A4 229 207<br>Trade and other receivables A3 909 880<br>Current tax assets 22 33<br>Derivative financial instruments C6 – 14<br>Cash and cash equivalents C3 925 1,562<br> 2,087 2,697<br>Liabilities<br>Current liabilities<br>Trade and other payables A5 (1,118) (1,144)<br>Current tax liabilities (43) (48)<br>Provisions for liabilities and charges A6 (115) (94)<br>Bank and other short-term borrowings C2 (1,166) (1,134)<br>Lease liabilities B4 (130) (127)<br>Derivative financial instruments C6 (3) (32)<br>(2,575) (2,579)<br>Net current (liabilities)/assets (488) 118<br>Non-current liabilities<br>Other payables A5 (69) (71)<br>Bank and other long-term borrowings C2 (2,498) (3,153)<br>Lease liabilities B4 (315) (318)<br>Deferred tax liabilities A14 (511) (517)<br>Retirement benefit obligations A10 (25) (28)<br>Provisions for liabilities and charges A6 (304) (357)<br>Derivative financial instruments C6 (29) (16)<br>(3,751) (4,460)<br>Net assets 4,228 4,088<br>Equity<br>Capital and reserves attributable to the Company’s equity holders<br>Share capital D2 25 25<br>Share premium 15 14<br>Other reserves 583 532<br>Retained earnings 3,606 3,518<br> 4,229 4,089<br>Non-controlling interests (1) (1)<br>Total equity 4,228 4,088<br>The Financial Statements on pages 162 to 214 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and Paul<br>Edgecliffe-Johnson on 6 March 2025.<br>Andy Ransom Paul Edgecliffe-Johnson<br>Chief Executive Chief Financial Officer<br>Rentokil Initial plc<br>Annual Report 2024 163<br>Strategic Report Corporate Governance Financial Statements Other Information
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Consolidated Statement of Changes in Equity<br>For the year ended 31 December<br>Attributable to equity holders of the Company<br>Notes<br>Share<br>capital<br>£m<br>Share<br>premium<br>£m<br>Other<br>reserves<br> £m<br>Retained<br>earnings<br>£m<br>Non-controlling<br>interests<br>£m<br>Total<br>equity<br>£m<br>At 1 January 2022 19 7 (1,927) 3,166 (1) 1,264<br>Profit for the year – – – 232 – 232<br>Other comprehensive income:<br>Net exchange adjustments offset in reserves – – (232) – – (232)<br>Net loss on net investment hedge – – (68) – – (68)<br>Net loss on cash flow hedge1 – – (6) – – (6)<br>Cost of hedging – – (2) – – (2)<br>Remeasurement of net defined benefit liability – – – 2 – 2<br>Tax related to items taken directly to other comprehensive income – – – 11 – 11<br>Total other comprehensive income for the year – – (308) 245 – (63)<br>Transactions with owners:<br>Shares issued in the year 6 – – – – 6<br>Merger relief on acquisition of Terminix Global Holdings, Inc. – – 3,014 – – 3,014<br>Gain on stock options – 2 – – – 2<br>Cost of issuing new shares – – (16) – – (16)<br>Dividends paid to equity shareholders D1 – – – (122) – (122)<br>Cost of equity-settled share-based payment plans – – – 18 – 18<br>Tax related to items taken directly to equity – – – (2) – (2)<br>Movement in the carrying value of put options – – – (3) – (3)<br>At 31 December 2022 25 9 763 3,302 (1) 4,098<br>Adjustment on initial application of IFRS 17 – – – (1) – (1)<br>Adjusted balance as at 1 January 2023 25 9 763 3,301 (1) 4,097<br>Profit for the year – – – 381 – 381<br>Other comprehensive income:<br>Net exchange adjustments offset in reserves – – (352) – – (352)<br>Net gain on net investment hedge – – 109 – – 109<br>Net gain on cash flow hedge1 – – 3 – – 3<br>Cost of hedging – – 9 – – 9<br>Tax related to items taken directly to other comprehensive income – – – 6 – 6<br>Total other comprehensive income for the year – – (231) 387 – 156<br>Transactions with owners:<br>Gain on stock options – 5 – – – 5<br>Dividends paid to equity shareholders D1 – – – (201) – (201)<br>Cost of equity-settled share-based payment plans – – – 27 – 27<br>Movement in the carrying value of put options – – – 4 – 4<br>At 31 December 2023 25 14 532 3,518 (1) 4,088<br>Profit for the year – – – 307 – 307<br>Other comprehensive income:<br>Net exchange adjustments offset in reserves – – 46 – – 46<br>Net loss on net investment hedge – – (17) – – (17)<br>Net gain on cash flow hedge1 – – 27 – – 27<br>Cost of hedging – – (5) – – (5)<br>Tax related to items taken directly to other comprehensive income – – – (6) – (6)<br>Total other comprehensive income for the year – – 51 301 – 352<br>Transactions with owners:<br>Gain on stock options – 1 – – – 1<br>Dividends paid to equity shareholders D1 – – – (229) – (229)<br>Cost of equity-settled share-based payment plans – – – 20 – 20<br>Tax related to items taken directly to equity – – – (3) – (3)<br>Movement in the carrying value of put options – – – (1) – (1)<br>At 31 December 2024 25 15 583 3,606 (1) 4,228<br>1. £27m net gain (2023: £3m net gain; 2022: £6m net loss) on cash flow hedge includes a £51m loss (2023: £28m loss; 2022: £137m gain) from the effective portion of changes in fair value,<br>offset by reclassification to the cost of acquisition of £nil (2023: £nil; 2022: £118m loss) and a £78m gain (2023: £31m gain; 2022: £25m loss) reclassification to the income statement due<br>to changes in foreign exchange rates.<br>Shares of £nil (2023: £nil; 2022: £nil) have been netted against retained earnings. This represents 11.4m (2023: 13.0m; 2022: 19.6m) shares held<br>by the Rentokil Initial Employee Share Trust, which is not consolidated. The market value of these shares at 31 December 2024 was £45m<br>(2023: £57m; 2022: £100m). Dividend income from, and voting rights on, the shares held by the Trust have been waived.<br>164 Rentokil Initial plc<br>Annual Report 2024
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Analysis of other reserves<br>Capital<br>reduction<br>reserve<br>£m<br>Merger<br>relief<br>reserve<br>£m<br>Cash flow<br>hedge<br>reserve<br>£m<br>Translation<br>reserve<br>£m<br>Cost of<br>hedging<br>£m<br>Total<br>£m<br>At 1 January 2022 (1,723) – 9 (211) (2) (1,927)<br>Net exchange adjustments offset in reserves – – – (232) – (232)<br>Net loss on net investment hedge – – – (68) – (68)<br>Net loss on cash flow hedge1 – – (6) – – (6)<br>Cost of hedging – – – – (2) (2)<br>Total comprehensive income for the year – – (6) (300) (2) (308)<br>Transactions with owners:<br>Merger relief on acquisition of Terminix Global Holdings, Inc. – 3,014 – – – 3,014<br>Cost of issuing new shares – (16) – – – (16)<br>At 31 December 2022 (1,723) 2,998 3 (511) (4) 763<br>Net exchange adjustments offset in reserves – – – (352) – (352)<br>Net gain on net investment hedge – – – 109 – 109<br>Net gain on cash flow hedge1 – – 3 – – 3<br>Cost of hedging – – – – 9 9<br>Total comprehensive income for the year – – 3 (243) 9 (231)<br>At 31 December 2023 (1,723) 2,998 6 (754) 5 532<br>Net exchange adjustments offset in reserves – – – 46 – 46<br>Net loss on net investment hedge – – – (17) – (17)<br>Net gain on cash flow hedge1 – – 27 – – 27<br>Cost of hedging – – – – (5) (5)<br>Total comprehensive income for the year – – 27 29 (5) 51<br>At 31 December 2024 (1,723) 2,998 33 (725) – 583<br>1. £27m net gain (2023: £3m net gain; 2022: £6m net loss) on cash flow hedge includes a £51m loss (2023: £28m loss; 2022: £137m gain) from the effective portion of changes in fair value,<br>offset by reclassification to the cost of acquisition of £nil (2023: £nil; 2022: £118m loss) and a £78m gain (2023: £31m gain; 2022: £25m loss) reclassification to the income statement due<br>to changes in foreign exchange rates.<br>The capital reduction reserve arose in 2005 as a result of the scheme of arrangement of Rentokil Initial 1927 plc, under section 425 of the<br>Companies Act 1985, to introduce a new holding company, Rentokil Initial plc, and the subsequent reduction in capital approved by the<br>High Court whereby the nominal value of each ordinary share was reduced from 100p to 1p.<br>The excess of the fair value of shares issued to fund the acquisition of Terminix over their par value gave rise to a new reserve called a Merger<br>Relief Reserve. Under section 612 of the Companies Act 2006, merger relief is available if certain circumstances are met when a business is<br>acquired by issuing shares to replace already issued shares. This reserve is unrealised (and therefore not distributable), but it may become<br>realised at a later date; for example, on disposal of the investment to which it relates or on impairment of that investment (which may occur<br>after payment of a dividend by the investment).<br>Rentokil Initial plc<br>Annual Report 2024 165<br>Strategic Report Corporate Governance Financial Statements Other Information
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Consolidated Cash Flow Statement<br>For the year ended 31 December<br>Notes<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Cash flows from operating activities<br>Operating profit 549 625 317<br>Adjustments for:<br>– Depreciation and impairment of property, plant and equipment 159 154 148<br>– Depreciation and impairment of leased assets 123 120 106<br>– Amortisation and impairment of intangible assets (excluding computer software) 199 175 118<br>– Amortisation and impairment of computer software 26 26 22<br>– Other non-cash items 18 26 8<br>Changes in working capital (excluding the effects of acquisitions and exchange differences<br>on consolidation):<br>– Inventories (12) (15) (4)<br>– Contract costs (14) (19) (10)<br>– Trade and other receivables (38) (29) 5<br>– Trade and other payables and provisions (101) (60) 6<br>Interest received 36 25 13<br>Interest paid1 (180) (191) (52)<br>Income tax paid A13 (87) (100) (77)<br>Net cash flows from operating activities 678 737 600<br>Cash flows from investing activities<br>Purchase of property, plant and equipment (171) (167) (153)<br>Purchase of intangible fixed assets (44) (44) (37)<br>Proceeds from sale of property, plant and equipment 4 14 5<br>Acquisition of companies and businesses, net of cash acquired B1 (172) (242) (1,018)<br>Disposal of companies and businesses – – 1<br>Disposal of investment in associate B6 – 19 –<br>Dividends received from associates B6 11 4 4<br>Net change to cash flow from investment in term deposits (1) – 1<br>Net cash flows from investing activities (373) (416) (1,197)<br>Cash flows from financing activities<br>Dividends paid to equity shareholders D1 (229) (201) (122)<br>Capital element of lease payments (145) (157) (104)<br>Cost of issuing new shares – – (16)<br>Cash outflow on settlement of debt-related foreign exchange forward contracts (9) (3) 26<br>Proceeds from new debt – – 2,383<br>Debt repayments (369) – (844)<br>Net cash flows from financing activities (752) (361) 1,323<br>Net (decrease)/increase in cash and cash equivalents (447) (40) 726<br>Cash and cash equivalents at beginning of year 832 879 242<br>Exchange loss on cash and cash equivalents (13) (7) (89)<br>Cash and cash equivalents at end of the financial year C3 372 832 879<br>1. Interest paid includes the interest element of lease payments of £24m (2023: £25m; 2022: £10m).<br>166 Rentokil Initial plc<br>Annual Report 2024
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Notes to the Consolidated Financial Statements<br>Material accounting policies<br>Basis of preparation<br>The Consolidated Financial Statements have been prepared in<br>accordance with UK-adopted International Accounting Standards (IAS)<br>and with the requirements of the Companies Act 2006 as applicable<br>to companies reporting under those standards. The Consolidated<br>Financial Statements also comply fully with International Financial<br>Reporting Standards (IFRSs) as issued by the International Accounting<br>Standards Board (IASB). The Consolidated Financial Statements have<br>been prepared under the historical cost convention, as modified by<br>the revaluation of certain financial assets and liabilities (including<br>derivative instruments). Certain financial and equity instruments have<br>been measured at fair value.<br>Climate change<br>The Group has engaged in a detailed review of expected climate<br>change impacts on the business and its assets and liabilities, to<br>establish any adjustments required and what disclosure is necessary<br>in the Consolidated Financial Statements for 2024 under a 1.5–2.0°C<br>pathway.<br>This process has been completed to ensure material accuracy of the<br>financial reporting, and that disclosure of relevant information<br>complies with the requirements of IAS 1.<br>The process has involved a detailed review of material revenue<br>segments, all balance sheet line items and each element of the Group<br>target to reach net zero by 2040, to identify if any of these items are<br>expected to be materially impacted in a negative or positive way<br>by weather, legislative, societal, or revenue/cost changes. The<br>conclusions of this process were reviewed and agreed by the Audit<br>Committee and Board on 12 December 2024.<br>Overall, the conclusion of the review was that, while there will<br>undoubtedly be impacts on the Group, the highly disaggregated nature<br>of the operations significantly reduces the risk profile of the Group to<br>impacts from weather-related changes. The changes necessary to<br>achieve net zero will not have a materially adverse impact on the cash<br>flows of the Group and indeed, warmer climates may present some<br>opportunities. Societal and legislative impacts are not felt to have a<br>material impact on any one segment such that we need to break out<br>reporting in a different way from previous years. Judgements are not felt<br>to be significant, although clearly understanding of climate change is<br>developing with time. The area with the most judgement is goodwill<br>impairment testing and a description is given in Note B2 of the<br>incremental processes undertaken to give extra comfort on the<br>valuations. Management review has concluded that this is the only area<br>that has judgement and potential for material impact, although we<br>conclude that none are necessary and that no further disclosures are<br>needed beyond this note.<br>Going concern<br>The Directors have prepared Board-approved cash flow forecasts<br>that demonstrate that the Group has sufficient liquidity to meet its<br>obligations as they fall due for the period of at least 12 months from<br>the date of approval of these Consolidated Financial Statements,<br>with a longer assessment period to 30 June 2026 being considered<br>as appropriate so that the forecast period includes the debt maturity<br>in May 2026.<br>Additionally, the Directors have assessed severe but plausible downside<br>scenarios. The downside scenarios include: (i) a revenue decline of 20%<br>against base budget for six months; and (ii) a 20% revenue decline for 12<br>months. Both of these scenarios are considerably worse than the actual<br>impact of the COVID-19 pandemic in 2020. These assessments were<br>prepared on the conservative assumption that the Group has no access<br>to the debt capital markets. As part of their analysis, the Board<br>considered mitigating actions at their discretion to improve the position<br>identified by the analysis if the debt capital markets are not accessible,<br>such as cost savings, adjusting the level of M&A activity, and/or<br>dividends paid. In addition to the above, the Directors also considered<br>that the Group has the ability to extend existing or raise new financing,<br>although this was not included in the modelling undertaken for going<br>concern assessment.<br>Based on the above, the Directors have concluded that the Group is<br>well placed to manage its financing and other business risks and have<br>a reasonable expectation that the Group will have adequate resources<br>to continue in operation for at least 12 months from the signing date<br>of these Consolidated Financial Statements. They therefore consider<br>it appropriate to adopt the going concern basis in preparing these<br>Consolidated Financial Statements.<br>Consolidation<br>(a) Subsidiaries<br>Subsidiaries are entities controlled by the Group. The Group controls<br>an entity when it: (i) has power over the entity; (ii) is exposed or has<br>rights to variable returns from its involvement with the entity; and (iii)<br>has the ability to affect those returns through its power over the entity.<br>The Group reassesses whether or not it controls a subsidiary if facts<br>and circumstances indicate that there are changes to one or more of<br>these three elements of control.<br>The financial statements of subsidiaries are included in the<br>Consolidated Financial Statements from the date that control<br>commences until the date that control ceases. Inter-company<br>transactions, balances, and gains and losses on transactions between<br>Group companies are eliminated on consolidation. When less than<br>100% of the issued share capital of a subsidiary is acquired, and the<br>acquisition includes an option to purchase the remaining share capital<br>of the subsidiary, the anticipated acquisition method is applied where<br>judged appropriate to do so. The judgement is based on the risks<br>and rewards associated with the option to purchase, meaning that<br>no non-controlling interest is recognised. A liability is carried on<br>the balance sheet equal to the fair value of the option to purchase.<br>This is revised to the fair value at each reporting date, with differences<br>being recorded in equity.<br>Where the Group ceases to have control of a subsidiary, the assets<br>and liabilities are derecognised along with any related non-controlling<br>interest and other components of equity. Any resulting gain or loss<br>is recognised in the income statement. Any interest retained in the<br>former subsidiary is measured at fair value when control ceases.<br>Changes in the Group’s interest in a subsidiary that do not result<br>in a loss of control are accounted for as equity transactions.<br>The results and cash flows of significant assets or businesses sold<br>during the year are presented as discontinued operations in the<br>Consolidated Statement of Profit or Loss and the Consolidated Cash<br>Flow Statement. Assets and businesses are classified as held for sale<br>when their carrying amounts are expected to be recovered through<br>sale rather than through continuing use. They only meet the held for<br>sale condition when the assets are ready for immediate sale in their<br>present condition, management is committed to the sale, and it is<br>highly probable that the sale will complete within one year.<br>Depreciation ceases on assets and businesses when they are<br>classified as held for sale and the assets and businesses are impaired<br>if the proceeds less sale costs fall short of the carrying value.<br>Losses applicable to the non-controlling interests in a subsidiary<br>are allocated to the non-controlling interests, which may cause the<br>non-controlling interests to have a deficit balance. Consideration in<br>excess of net identifiable assets acquired in respect of non-controlling<br>interests in existing subsidiary undertakings is taken directly to equity.<br>(b) Associates<br>Associates are those entities in which the Group has significant<br>influence over the financial and operating policies, but not control.<br>Significant influence is usually presumed to exist when the Group<br>holds between 20% and 50% of the voting power of another entity.<br>Associates are accounted for using the equity method and are<br>initially recognised at cost. The Group’s investment includes goodwill<br>identified on acquisition, net of any accumulated impairment losses.<br>The Consolidated Financial Statements include the Group’s share<br>of the total comprehensive income and equity movements of<br>equity accounted investees, from the date that significant influence<br>commences until the date that significant influence ceases. When the<br>Group’s share of losses exceeds its interest in an equity accounted<br>investee, the carrying amount is reduced to nil and recognition of<br>Rentokil Initial plc<br>Annual Report 2024 167<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>further losses is discontinued, except to the extent that the Group<br>has incurred legal or constructive obligations or made payments<br>on behalf of an investee.<br>Gains and losses on transactions between the Group and its<br>associates are eliminated to the extent of the Group’s interest<br>in the associates.<br>Foreign currency translation<br>(a) Functional and presentation currency<br>Items included in the Financial Statements of each of the Group’s<br>entities are measured using the currency of the primary economic<br>environment in which the entity operates (the functional currency).<br>The Consolidated Financial Statements are presented in sterling,<br>which is the functional currency of Rentokil Initial plc.<br>The Group plans to change its presentation currency to US dollars<br>with effect from 1 January 2025.<br>(b) Group companies<br>The results and financial position of all the Group entities that have<br>a functional currency different from the presentation currency are<br>translated into the presentation currency as follows:<br>(i) assets and liabilities for each balance sheet presented are<br>translated at the closing rate at the date of the balance sheet;<br>(ii) income and expenses for each income statement are translated<br>at average exchange rates; and<br>(iii) all resulting exchange differences are recognised as a separate<br>component of equity.<br>On consolidation, exchange differences arising from the translation<br>of the net investment in foreign entities, and of borrowings and other<br>currency instruments designated as hedges of such investments or<br>deemed to be quasi-equity, are taken to other comprehensive income.<br>When a foreign operation is sold, such exchange differences are<br>recognised in the income statement as part of the gain or loss on sale.<br>(c) Transactions and balances<br>Foreign currency transactions are translated into the functional<br>currency using the exchange rates prevailing at the dates of the<br>transactions. Foreign exchange gains and losses resulting from the<br>settlement of such transactions, or from the translation of monetary<br>assets and liabilities denominated in foreign currencies at reporting<br>period end exchange rates, are recognised under the appropriate<br>heading in the income statement; except when deferred in equity<br>as qualifying net investment hedges or where certain intra-group<br>loans are determined to be quasi-equity (normally not expected to<br>be repaid).<br>(d) Financial reporting in hyperinflationary economies<br>The Group has operations in Argentina, Ghana, Lebanon, and Turkey,<br>which remained hyperinflationary in 2024.<br>The IAS 29 rules are applied as follows:<br>(i) adjustment of the income statement at the end of the reporting<br>period using the change in general price index;<br>(ii) adjustment of historical cost non-monetary assets and liabilities for<br>the change in purchasing power caused by inflation from the date<br>of initial recognition to the balance sheet date; and<br>(iii) adjustment of the income statement to reflect the impact of<br>inflation and exchange rate movement on holding monetary assets<br>and liabilities in the local currency.<br>Consumer Price Indices have been used for the relevant<br>hyperinflationary adjustments. The indices used for these adjustments<br>are as follows:<br>Country Index at 1 January 2024 Index at 31 December 2024<br>Argentina 3,533.19 7,693.70<br>Ghana 200.50 248.30<br>Lebanon 5,978.13 7,061.07<br>Turkey 1,859.38 2,684.55<br>Financial instruments<br>Financial assets and financial liabilities are recognised when the<br>Group becomes a party to the contractual provisions of the relevant<br>instrument, and derecognised when it ceases to be a party to such<br>provisions.<br>Financial assets<br>The Group classifies its financial assets depending on the purpose<br>for which the financial assets were acquired. At initial recognition,<br>the Group carries out a solely payment of principal and interest (SPPI)<br>test and a business model test to establish the classification and<br>measurement of its financial assets. Financial assets are classified<br>in the following categories:<br>(a) Amortised cost<br>Financial assets under this classification are non-derivative financial<br>assets held to collect the contractual cash flows until maturity and the<br>cash flows are SPPI. Assets measured at amortised cost include trade<br>and other receivables, cash and cash equivalents (excluding money<br>market funds which are classified as fair value through profit and loss),<br>and other investments.<br>(b) Fair value through other comprehensive income<br>These are non-derivative financial assets which can be for sale with<br>cash flows that are SPPI. These assets are measured at fair value and<br>changes to market values are recognised in other comprehensive<br>income. The Group has no assets classified under this category.<br>(c) Fair value through profit or loss<br>Financial assets under this classification are assets that cannot be<br>classified in any of the other categories. These assets are measured<br>at fair value and changes to market values are recognised in profit<br>and loss.<br>Financial liabilities<br>All financial liabilities are stated at amortised cost using the effective<br>interest rate method except for derivatives, which are classified as<br>held for trading (except where they qualify for hedge accounting) and<br>are held at fair value.<br>Financial liabilities held at amortised cost include trade payables,<br>deferred consideration, and borrowings.<br>Sources of estimation uncertainty and significant accounting<br>judgements<br>The use of estimates, assumptions, and judgements in the application<br>of the Group’s accounting policies is explained below, with major<br>sources of estimation uncertainty and significant judgements<br>separately identified.<br>Assumptions and estimation uncertainties<br>The Group makes estimates and assumptions concerning the future.<br>Estimates and assumptions are continually evaluated and are based<br>on historical experience and other factors, including expectations<br>of future events that are believed to be reasonable under the<br>circumstances. Actual results may differ from these estimates and<br>revisions to estimates are recognised prospectively. Sensitivities to<br>the estimates and assumptions are provided, where relevant, in the<br>Notes to the Consolidated Financial Statements.<br>The estimates and assumptions that have a significant risk of causing<br>a material adjustment to the carrying amounts of assets and liabilities<br>within the next financial year are listed below (please refer to the<br>relevant notes for further detail):<br>168 Rentokil Initial plc<br>Annual Report 2024
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(a) Termite damage claim provisions<br>With the acquisition of Terminix in 2022, the Group assumed a liability<br>for termite damage claims, based on termite customers existing at the<br>acquisition date, for which a provision has been estimated. The liability<br>arises when a termite infestation occurs, resulting in damage to a<br>property which is under a termite contract, that requires subsequent<br>remediation by the Group. The assumptions used to estimate the<br>historical termite damage claim provisions are based on an<br>assessment of the volume and value of future claims (based on<br>historical information), customer churn rate, and discount rates.<br>Starting from the acquisition date, an additional provision is<br>recognised for all new termite customers upon commencement<br>of their contract, based on the estimated average claim cost per<br>customer over the lifetime of the contract. The trend of volume<br>and value of claims will be monitored and reviewed over time<br>and as such the value of the provisions is also likely to change.<br>Sensitivity analysis is provided in Note A6.<br>Significant accounting judgements<br>Judgements made in applying accounting policies that have the most<br>significant effects on the amounts recognised in the Consolidated<br>Financial Statements are discussed below:<br>(a) Useful economic life of brands<br>The Terminix US brand, acquired in 2022, has been assessed as<br>having an indefinite useful life. Prior to this acquisition, all brands were<br>considered by management to have finite useful lives. Indefinite-lived<br>assets do not get amortised and, therefore, if management had judged<br>that the Terminix brand had a finite life then there would be a<br>significant amortisation expense recognised annually in the income<br>statement. At acquisition, the Terminix brand was valued at £1,292m,<br>which based on a typical 15-year life would result in an annual<br>amortisation charge of £86m.<br>Other accounting estimates<br>The Consolidated Financial Statements include other areas of<br>accounting estimates that do not meet the definition of significant<br>accounting estimates or accounting judgements under IAS 1.<br>The recognition and measurement of certain material assets and<br>liabilities are based on assumptions and/or are subject to longer-term<br>uncertainties, as follows:<br>(a) Impairment of goodwill and other assets<br>The annual review for potential impairment of goodwill and other<br>indefinite-lived intangible assets is primarily based on a value-in-use<br>model. This model uses discounted cash flows to assess whether the<br>goodwill carrying value can be supported or whether impairment is<br>required. The model uses the following assumptions about the future:<br>• revenue growth rate;<br>• operating profit margin;<br>• discount rate; and<br>• long-term growth rate (inflation).<br>Management anticipates that the likelihood of a reasonably possible<br>change in assumptions resulting in a material misstatement is remote.<br>Note B2 explains the impairment review process undertaken in the<br>year.<br>(b) Self-insurance provisions<br>The Group self-insurance provision increased significantly through the<br>acquisition of Terminix in 2022. Self-insurance provisions are valued<br>annually with the support of external actuaries. Although the carrying<br>value of the provision is significant, it is not expected that there would<br>be any change to assumptions that would cause a significant<br>adjustment to the carrying value in the next financial year and any<br>impact would be expected to crystallise over the long term.<br>Self-insurance provisions are disclosed in Note A6.<br>(c) Provisions for uncertain tax positions<br>The Group holds significant provisions for uncertain tax positions<br>on the basis of amounts expected to be paid to the tax authorities.<br>The Group’s current tax liabilities reflect management’s best<br>estimate of the future amounts of corporation tax that will be settled.<br>However, the actual outcome could be significantly different to the<br>estimate made, as the ultimate tax liability cannot be known until a<br>resolution has been reached with the relevant tax authority, or the<br>issue becomes time-barred. Note A13 discusses in detail why the<br>provisions are taken and explains the estimation uncertainty.<br>Standards, amendments, and interpretations to published standards<br>that are mandatorily effective for the current year<br>Except as described below, the accounting policies applied in these<br>Consolidated Financial Statements are the same as those applied in<br>the Group’s Consolidated Financial Statements for the year ended<br>31 December 2023.<br>The Group has adopted the following new standards and amendments<br>to standards, including any consequential amendments to other<br>standards, with effect from 1 January 2024:<br>• amendments to IAS 1 – Classification of liabilities as current or<br>non-current and non-current liabilities with covenants;<br>• amendments to IFRS 16 – Lease liability in sale and leaseback; and<br>• amendments to IAS 7 and IFRS 7 – Supplier finance arrangements.<br>The application of these amendments has had no material impact<br>on the disclosures of the amounts recognised in the Group’s<br>Consolidated Financial Statements. Consequently, no adjustment<br>has been made to the comparative financial information at<br>31 December 2023.<br>New standards and interpretations not yet adopted<br>Certain new accounting standards and interpretations have been<br>published that are not mandatory for 31 December 2024 reporting<br>periods, and have not been adopted early by the Group.<br>• IFRS 18 – Presentation and disclosure in financial statements<br>IFRS 18 is effective for annual periods beginning on or after 1 January<br>2027 and will replace IAS 1 – Presentation of financial statements. It<br>will introduce new requirements that are intended to help to achieve<br>comparability of the financial performance of similar entities, and<br>provide more relevant information and transparency to users. Even<br>though IFRS 18 will not impact the recognition or measurement of<br>items in the financial statements, its impacts on presentation and<br>disclosure are expected to be pervasive; in particular those related to<br>the statement of comprehensive income or loss, and providing<br>management-defined performance measures within the financial<br>statements.<br>Management is currently assessing the detailed implications of<br>applying the new standard on the Group’s consolidated financial<br>statements.<br>Rentokil Initial plc<br>Annual Report 2024 169<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>A. Operating<br>A1. Revenue recognition and operating segments<br>Revenue recognition<br>Revenue represents the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group<br>expects to be entitled. All revenue is considered revenue from contracts with customers as defined by IFRS 15, including job work and sales<br>of goods. Under IFRS 15, revenue is recognised when a customer obtains control of goods or services in line with identifiable performance<br>obligations. In the majority of cases, the Group considers that the contracts it enters into are contracts for bundled services which are accounted<br>for as a single performance obligation. Accordingly, the majority of revenue across the Group is recognised on an output basis evenly over the<br>course of the contract because the customer simultaneously receives and consumes the benefits provided by the Group’s performance as it<br>performs. Job work is short-term contract revenue whereby the period of service is typically less than one month in duration. The performance<br>obligations linked to this revenue type are individual to each job due to their nature, with revenue being recognised at a point in time on<br>completion. Where consumables are supplied separately from the service contract, revenue is recognised at the point the goods transfer.<br>The transaction price reported for all contracts is the price agreed in the contract and there are no material elements of variable consideration,<br>financing component, or non-cash consideration. The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose<br>information about remaining performance obligations because the Group has a right to consideration from customers in an amount that<br>corresponds directly with the value to the customer of the performance obligations completed to date.<br>Disaggregation of revenue into region, category, and major type of revenue stream is shown below under segment reporting.<br>Performance obligations<br>Contract service revenue<br>These are mainly full-service contracts, inclusive of equipment, maintenance, and consumables as required. The inclusive service is treated<br>as a single performance obligation.<br>• Pest Control: the Group offers a range of services with the most common being general pest maintenance contracts. Under this type of contract<br>the Group promises to provide a pest control service for the duration of the contract. In order to fulfil this promise, equipment is supplied (such<br>as bait boxes) and a technician maintains and monitors the equipment at a set number of visits per year. The Group considers that this type of<br>contract is a bundled service as the goods and services are not distinct in the context of the contract; equipment is not supplied without the<br>service. Some countries offer an assurance warranty-type service where any additional call-outs are included in the contract price; in other<br>countries, additional call-outs are chargeable. Where an assurance warranty is offered as part of the contract, revenue is recognised over the<br>duration of the contract. Where no such warranty is offered, revenue is recognised at a point in time when the customer is visited.<br>In addition, the Group offers certain termite contracts across a limited number of countries (including North America) where there is a single<br>performance obligation. In these contracts, revenue is recognised as the performance obligation is satisfied, which is generally over a short time<br>period of a few days. These contracts include assurance warranties that last for a period of 12 months from the date of service, but the warranty<br>is not considered to be a performance obligation under IFRS 15. These contracts are annual contracts and are therefore recognised as contract<br>service revenue. Some smaller acquired businesses have legacy termite contract terms that do offer service warranties, resulting in a spread<br>of revenues over the contractual year.<br>• Hygiene & Wellbeing: the Group offers a similar type of service to Pest Control, providing washroom equipment, consumables, and a technician<br>to service the washroom. This type of contract will include a set number of visits. Dispensers are replenished by the technician. Management<br>considers that the supply of goods and services are not distinct in the context of the contract. Dispensers and other equipment would not be<br>supplied without providing the full service; the equipment is controlled by the Group and ownership does not transfer to the customer. Also<br>included are contracts relating to interior landscaping, specifically the supply and maintenance of interior plants. Maintenance is only offered for<br>plants that were supplied by the Group and therefore the services are not distinct in the context of the contract. The assets are positioned and<br>situated by our technicians and the customer is not permitted to relocate them. At the end of the contract, any assets on the customer’s site<br>are recovered.<br>• France Workwear: the main type of contract is for supply and laundering of garments for commercial organisations. Supply and laundry are not<br>offered separately, therefore management considers the services not to be distinct in the context of the contract. The service is treated as a bundle<br>and a single performance obligation. Any equipment remains under ownership and control of the Group.<br>Job work<br>These services are short-term in nature and only an immaterial amount would straddle an accounting period end. There is usually only one<br>performance obligation, with revenue recognised at the point of completion of the work.<br>• Pest Control: an example of this type of revenue in the Pest Control category is bird-proofing, which is a one-off installation that, depending on the<br>size of the site, may take between a few days and several weeks to complete. There is a single performance obligation (to install bird-proofing) and<br>the customer is billed, and revenue recognised, at the end of the job.<br>• Hygiene & Wellbeing: this type of revenue is generated, for example, by our Specialist Hygiene team, which performs specialist cleaning services<br>such as graffiti removal, deep cleaning of kitchens and washrooms, trauma cleaning, flood or fire damage cleaning, and specialist deep cleaning<br>services. These are usually short-term jobs (less than one week) and usually there is a single performance obligation with revenue recognised on<br>completion of the job.<br>170 Rentokil Initial plc<br>Annual Report 2024
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Sale of goods<br>Sale of products and consumables relates mainly to the pest distribution businesses, which sell pest control products to retailers and the pest<br>control industry. In the Hygiene & Wellbeing business there are some sales of consumables to customers. In all cases, revenue is recognised<br>at the point in time that ownership transfers to the customer.<br>The Group does not consider that any judgements were made that would have a significant impact on the amount or timing of revenue<br>recognised. Those contracts in the business where revenue is recognised over time are repetitive and are based on short cycles that repeat<br>many times per year. Therefore, if revenue had been considered to be recognised at a point in time rather than over time, the in-year impact<br>would be immaterial.<br>The Group makes a charge against revenue for credit notes not yet issued at the balance sheet date.<br>Contract costs<br>Contract costs are mainly incremental costs of obtaining contracts (primarily sales commissions directly related to contracts obtained), and to<br>a lesser extent costs to fulfil contracts which are not within the scope of other standards (mainly incremental costs of putting resources in place<br>to fulfil contracts).<br>It is anticipated that these costs are recoverable over the life of the contract to which they relate. Accordingly, the Group capitalises them as<br>contract costs and amortises them over the expected life of the contracts. Management takes a portfolio approach to recognising contract costs,<br>and the expected length of contracts across the Group and associated amortisation periods are between three and seven years.<br>The contract costs recognised in the balance sheet at the period end amounted to £238m (2023: £224m; 2022: £215m). The amount of<br>amortisation recognised in the period was £92m (2023: £121m; 2022: £39m) and impairment losses were £nil (2023: £nil; 2022: £nil).<br>Applying the practical expedient in paragraph 94 of IFRS 15, the Group recognises the incremental costs of obtaining contracts as an expense<br>when incurred if the amortisation period of the assets that the Group otherwise would have recognised is one year or less.<br>Contract assets and accrued income<br>Contract assets relate to the Group’s right to consideration for performance obligations satisfied, but where further performance obligations need<br>to be satisfied before the customer can be invoiced. Accrued income is recognised where all performance obligations have been satisfied but the<br>customer has yet to be invoiced. A receivable is recognised when all rights to consideration become unconditional, which usually occurs when<br>the Group issues an invoice to the customer. All opening balances have been invoiced during the year.<br>Contract liabilities<br>Contract liabilities relate to advance consideration received from customers where the performance obligations have yet to be satisfied.<br>All opening balances have subsequently been satisfied in the year. In most business categories where revenue is recognised over time,<br>customers are invoiced in advance or simultaneously with performance obligations being satisfied.<br>Segment reporting<br>Segmental information has been presented in accordance with IFRS 8 Operating Segments on the next page. The Group’s operating segments<br>are regions and this reflects the internal management reporting structures and the way information is reviewed by the chief operating decision<br>maker (the Chief Executive). Each region is headed by a Regional Managing Director who reports directly to the Chief Executive and is a member<br>of the Group’s Executive Leadership Team responsible for the review of Group performance. The businesses within each operating segment<br>operate in a number of different countries and sell services across three business segments.<br>The LATAM region is combined with Europe in the Group’s segment reporting. It is the Group’s smallest region and not considered reportable<br>under the quantitative thresholds in IFRS 8. It is combined with Europe as they are similar with respect to economic characteristics, the nature of<br>services provided, the type of customers, methods used to provide services, and language and cultural similarities.<br>Management and the Board also reviews regional data summarised into North America and International, and these sub-totals are reflected in the<br>relevant Notes to the Consolidated Financial Statements.<br>Disaggregated revenue under IFRS 15 is the same as the segmental analysis below. Restructuring costs, one-off and adjusting items, amortisation<br>and impairment of intangible assets (excluding computer software), and central and regional costs are presented at a Group level as they are not<br>targeted or managed at reportable segment level. The basis of presentation is consistent with the information reviewed by internal management.<br>The segment profit or loss measure that is regularly provided to the chief operating decision maker is Adjusted Operating Profit.<br>Rentokil Initial plc<br>Annual Report 2024 171<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>Revenue and Profit<br>Revenue<br>2024<br>£m<br>Revenue<br>2023<br>£m<br>Revenue<br>2022<br>£m<br>Operating<br>profit<br>2024<br>£m<br>Operating<br>profit<br>2023<br>£m<br>Operating<br>profit<br>2022<br>£m<br>North America1<br>Pest Control 3,152 3,201 1,746 539 599 297<br>Hygiene & Wellbeing 108 105 103 19 18 18<br>Sub-total North America 3,260 3,306 1,849 558 617 315<br>International<br>Europe (incl. LATAM)<br>Pest Control 531 516 427 124 124 103<br>Hygiene & Wellbeing 353 344 322 54 52 53<br>France Workwear 230 221 192 41 39 31<br> 1,114 1,081 941 219 215 187<br>UK & Sub-Saharan Africa<br>Pest Control 205 195 182 53 51 47<br>Hygiene & Wellbeing 230 195 183 47 43 48<br> 435 390 365 100 94 95<br>Asia & MENAT<br>Pest Control 265 250 231 35 34 34<br>Hygiene & Wellbeing 89 89 90 11 11 11<br> 354 339 321 46 45 45<br>Pacific<br>Pest Control 134 124 104 22 22 16<br>Hygiene & Wellbeing 128 125 123 33 33 32<br> 262 249 227 55 55 48<br>Sub-total International 2,165 2,059 1,854 420 409 375<br>Total 5,425 5,365 3,703 978 1,026 690<br>Central and regional overheads2 11 10 11 (137) (121) (107)<br>Restructuring costs – – – (7) (7) (12)<br>Revenue and Adjusted Operating Profit 5,436 5,375 3,714 834 898 571<br>One-off and adjusting items (86) (98) (136)<br>Amortisation and impairment of intangible assets3 (199) (175) (118)<br>Operating profit 549 625 317<br>Finance income 46 48 49<br>Finance cost (197) (189) (79)<br>Share of profit from associates net of tax 7 9 9<br>Profit before income tax 405 493 296<br>1. During 2024, there were impairment losses recognised in North America related to ROU assets of £nil (2023: £nil; 2022: £17m) and related to property, plant and equipment of £nil<br>(2023: £nil; 2022: £8m).<br>2. Central and regional overheads revenue relates to the wholesale of metalwork and consumables, including hygiene and pest control products. It is managed centrally rather than in any region.<br>3. Excluding computer software, which is included in our segment operating profit measure.<br>172 Rentokil Initial plc<br>Annual Report 2024
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Revenue and operating profit relate to the main groups of business segment and activity: Pest Control, Hygiene & Wellbeing and France<br>Workwear. Central and regional overheads represent corporate expenses that are not directly attributable to any reportable segment.<br>Business segment revenue and operating profit are shown in the table below:<br>Revenue<br>2024<br>£m<br>Revenue<br>2023<br>£m<br>Revenue<br>2022<br>£m<br>Operating<br>profit<br>2024<br>£m<br>Operating<br>profit<br>2023<br>£m<br>Operating<br>profit<br>2022<br>£m<br>Pest Control 4,287 4,286 2,690 773 830 497<br>Hygiene & Wellbeing 908 858 821 164 157 162<br>France Workwear 230 221 192 41 39 31<br>Total business segments 5,425 5,365 3,703 978 1,026 690<br>Central and regional overheads1 11 10 11 (137) (121) (107)<br>Restructuring costs – – – (7) (7) (12)<br>Revenue and Adjusted Operating Profit 5,436 5,375 3,714 834 898 571<br>One-off and adjusting items (86) (98) (136)<br>Amortisation and impairment of intangible assets2 (199) (175) (118)<br>Operating profit 549 625 317<br>1. Central and regional overheads revenue relates to the wholesale of metalwork and consumables, including hygiene and pest control products. It is managed centrally rather than in any region.<br>2. Excluding computer software, which is included in our segment operating profit measure.<br>Analysis of revenue by type<br>Revenue<br>2024<br>£m<br>Revenue<br>2023<br>£m<br>Revenue<br>2022<br>£m<br>Contract service revenue 3,876 3,838 2,610<br>Job work 1,160 1,104 724<br>Sales of goods 400 433 380<br>Total 5,436 5,375 3,714<br>Revenue from external customers attributed to the UK amounted to £365m (2023: £322m; 2022: £296m), with overseas countries accounting<br>for the balance of £5,071m (2023: £5,053m; 2022: £3,418m). In 2024, the only country accounting for more than 10% of revenue from external<br>customers was the US, totalling £3,177m (2023: £3,220m; 2022: £1,786m).<br>The Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from<br>transactions with any single customer.<br>Segment assets and liabilities are not provided because they are not reported to, or reviewed by, our chief operating decision maker.<br>Revenue and non-current assets for the country of domicile (UK), the United States, France, Australia, India, and Spain (being the largest countries<br>outside the UK), and for all other countries are:<br>Revenue<br>2024<br>£m<br>Non-current<br>assets1<br>2024<br>£m<br>Revenue<br>2023<br>£m<br>Non-current<br>assets1<br>2023<br>£m<br>Revenue<br>2022<br>£m<br>Non-current<br>assets1<br>2022<br>£m<br>UK 365 267 322 241 296 192<br>USA 3,177 6,833 3,220 6,734 1,786 7,045<br>France 392 286 380 282 338 268<br>Australia 194 172 181 165 166 132<br>India 68 88 59 80 58 83<br>Spain 76 71 72 77 56 76<br>Other countries 1,164 649 1,141 683 1,014 688<br>Total 5,436 8,366 5,375 8,262 3,714 8,484<br>1. Non-current assets include: intangible assets; property, plant and equipment; right-of-use assets; contract cost assets; and non-current other receivables.<br>Rentokil Initial plc<br>Annual Report 2024 173<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>Other segment items included in the consolidated income statement are as follows:<br>Amortisation and<br>impairment of<br>intangibles1<br>2024<br>£m<br>Amortisation and<br>impairment of<br>intangibles1<br>2023<br>£m<br>Amortisation and<br>impairment of<br>intangibles1<br>2022<br>£m<br>North America 114 118 59<br>International<br>Europe (incl. LATAM) 39 24 29<br>UK & Sub-Saharan Africa 6 8 –<br>Asia & MENAT 22 11 20<br>Pacific 8 6 4<br>Sub-total International 75 49 53<br>Central and regional 10 8 6<br>Total 199 175 118<br>Tax effect (43) (44) (25)<br>Total after tax effect 156 131 93<br>1. Excluding computer software.<br>A2. Earnings per share<br>Basic earnings per share is calculated by dividing the profit after tax attributable to equity holders of the Company by the weighted average<br>number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust (see note at the bottom of the<br>Consolidated Statement of Changes in Equity) which are treated as cancelled, and including share options for which all conditions have been met.<br>For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary<br>shares. The Group’s potentially dilutive ordinary shares relate to the contingent issuable shares under the Group’s long-term incentive plans<br>(LTIPs) to the extent that the performance conditions have been met at the end of the period. These share options are issued for nil consideration<br>to employees if performance conditions are met.<br>For the calculation of diluted earnings per share, 435,578 share options were anti-dilutive and not included in the calculation of the dilutive effect<br>as at 31 December 2024 (2023: 18,422; 2022: 1,290,294).<br>Details of the calculation of earnings per share are set out below:<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Profit attributable to equity holders of the Company 307 381 232<br>Weighted average number of ordinary shares in issue (million) 2,521 2,516 2,002<br>Adjustment for potentially dilutive shares (million) 7 11 12<br>Weighted average number of ordinary shares for diluted earnings per share (million) 2,528 2,527 2,014<br>Basic earnings per share 12.17p 15.14p 11.57p<br>Diluted earnings per share 12.14p 15.07p 11.51p<br>174 Rentokil Initial plc<br>Annual Report 2024
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A3. Trade and other receivables<br>The Group’s trade receivables are recognised at the transaction price less provision for impairment. They are generally due for settlement within<br>30 days and are all classified as current. The amount of the provision for impairment is recognised in the income statement and movements on<br>provisions for impaired trade receivables are recognised within operating expenses in the income statement. Amounts are generally charged<br>to the provision for impairment of trade receivables when there is no expectation of recovering additional cash.<br>Expected credit loss (ECL) calculations are performed and are used to calculate the provision for impairment of trade receivables.<br>ECL calculations are a probability-weighted estimate of credit losses and are performed at country level. The Group applies the simplified method<br>of applying lifetime ECLs to trade receivables using an allowance matrix to measure the ECLs of trade receivables from its customers, which<br>comprise customer portfolios across several countries. Credit risk factors that are considered as part of ECL calculations may include, but are not<br>limited to: payment history, customer size, customer type (national/residential/commercial/government), age of debt, industry strength, economy,<br>environmental factors such as climate change, and product or service provided.<br>Loss allowances are also calculated on other financial assets, although the amounts are generally not significant and the asset is recognised net<br>of the allowance.<br>There is limited concentration of credit risk with respect to trade receivables due to the Group’s customer base being large and diverse.<br>The amount of credit risk with respect to customers is represented by the carrying amount on the balance sheet. The Group policy is that credit<br>facilities for new customers are approved by designated managers at regional level. Credit limits are set with reference to trading history and<br>reports from credit rating agencies where they are available. Where this is not feasible, the Group may request payment in advance of work being<br>carried out, or settlement by credit card on completion of the work. There are no trade receivables that would otherwise be past due or impaired<br>whose terms have been renegotiated.<br>2024<br>£m<br>2023<br>£m<br>Trade receivables 705 692<br>Less: provision for impairment of trade receivables (65) (70)<br>Trade receivables – net 640 622<br>Other receivables1 128 113<br>Prepayments 77 68<br>Accrued income 118 118<br>Contract assets 3 4<br>Total 966 925<br>Analysed as follows:<br>Non-current 57 45<br>Current 909 880<br>Total 966 925<br>1. Other receivables are stated net of loss allowance of £nil (2023: £nil).<br>All of the Group’s provision for impairment relates to trade receivables. Analysis of the Group’s provision for impairment of trade receivables<br>is as follows:<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>At 1 January 70 70 50<br>Exchange differences (1) (4) –<br>Additional provision 62 48 30<br>Receivables written off as uncollectable (63) (38) (27)<br>Unused amounts reversed (6) (8) (5)<br>Acquisition of companies and businesses 3 2 22<br>At 31 December 65 70 70<br>The ageing of trade receivables and provision for impairment is as follows:<br>Trade<br>receivables<br>2024<br>£m<br>Provision for<br>impairment<br>2024<br>£m<br>Trade<br>receivables<br>2023<br>£m<br>Provision for<br>impairment<br>2023<br>£m<br>Not due 288 – 286 (3)<br>Overdue by less than 1 month 170 (1) 158 (3)<br>Overdue by between 1 and 3 months 122 (3) 111 (5)<br>Overdue by between 3 and 6 months 54 (11) 56 (9)<br>Overdue by between 6 and 12 months 39 (20) 36 (15)<br>Overdue by more than 12 months 32 (30) 45 (35)<br>At 31 December 705 (65) 692 (70)<br>Rentokil Initial plc<br>Annual Report 2024 175<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>The carrying amounts of the Group’s trade receivables are denominated in the following currencies:<br>2024<br>£m<br>2023<br>£m<br>Pound sterling 57 51<br>Euro 160 161<br>US dollar 302 291<br>Other currencies 186 189<br>Carrying value 705 692<br>Fair value is considered to be equal to carrying value for all trade and other receivables.<br>A4. Inventories<br>Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. The cost of<br>finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs, and related production overheads<br>(based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price less applicable variable<br>selling expenses.<br>2024<br>£m<br>2023<br>£m<br>Raw materials 15 15<br>Work in progress 3 3<br>Finished goods 211 189<br> 229 207<br>An inventory impairment charge of £2m was recognised in 2024 (2023: £3m; 2022: £3m). Inventory recognised as an expense during the period<br>was £363m (2023: £385m; 2022: £280m). Reversals of inventory write-downs during the period were £nil (2023: £nil; 2022: £nil).<br>A5. Trade and other payables<br>2024<br>£m<br>2023<br>£m<br>Trade payables 315 357<br>Social security and other taxes 91 95<br>Other payables 95 94<br>Accruals 345 322<br>Contract liabilities1 249 254<br>Deferred consideration 17 17<br>Contingent consideration2 75 76<br>Total 1,187 1,215<br>Analysed as follows:<br>Other payables 30 31<br>Deferred consideration 1 –<br>Contingent consideration2 38 40<br>Total non-current portion 69 71<br>Current portion 1,118 1,144<br>Total 1,187 1,215<br>1. Contract liabilities represents customer invoices where performance obligations have not yet been satisfied. All opening balances have subsequently been satisfied in the year.<br>In most business categories, our customers are invoiced in advance or simultaneously with performance obligations being satisfied.<br>2. Contingent consideration includes put option liability of £26m (2023: £32m).<br>Other than the put options, there are no liabilities in the table above that bear interest or are discounted, and therefore the cash flows are equal to<br>the carrying value of the liabilities. Cash is due to flow between one and five years for all non-current liabilities and not beyond. Fair value is equal<br>to carrying value for all trade and other payables. There is no material difference between the fair value and carrying value for all trade and other<br>payables.<br>Put options are held following the acquisition of PCI in 2017, where the seller may require the Group to purchase the remaining shares of the<br>business in stages over a fixed term between 2023 and 2027. The put options are accounted for as an anticipated acquisition of the remaining<br>shares and no non-controlling interest is recognised. The Group recognised a put option liability for the anticipated acquisition of these shares<br>in contingent consideration, and any movements in the carrying value are recognised through equity. During the year, the seller exercised the<br>second put option, selling a further 8% of the share capital of the company to the Group, making the Group’s total shareholding in PCI 73%.<br>Given the volume of acquisitions and the variety of inputs to the valuation of contingent consideration (depending on each transaction), there is<br>not considered to be any change in input that would have a material impact on the contingent consideration liability.<br>176 Rentokil Initial plc<br>Annual Report 2024
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The currency split of trade and other payables is as follows:<br>2024<br>£m<br>2023<br>£m<br>Pound sterling 165 164<br>Euro 227 238<br>US dollar 532 542<br>Other currencies 263 271<br>Carrying value 1,187 1,215<br>The ageing of trade payables is as follows:<br>2024<br>£m<br>2023<br>£m<br>Less than one year 314 357<br>Between one and five years 1 –<br>More than five years – –<br>Total 315 357<br>Maturity analysis for lease liabilities is included in Note B4, and other financial liabilities in Note C6.<br>A6. Provisions for liabilities and charges<br>The Group has provisions for termite damage claims, self-insurance, environmental, and other. Provisions are recognised when the Group has<br>a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount<br>is capable of being reliably estimated. If such an obligation is not capable of being reliably estimated it is classified as a contingent liability (Note D3).<br>Future cash flows relating to these obligations are discounted when the effect is material. The effect of discounting environmental provisions<br>and other provisions is not considered to be material due to the low level of expected future cash flows. Termite damage claim provisions<br>and self-insurance provisions are discounted, and the majority of these provisions are held in the US. The discount rate used is based<br>on US government bond rates, and was 4.48%–5.25% (2023: 3.88%–5.25%).<br>Termite damage<br>claims<br>£m<br>Self-insurance<br>£m<br>Environmental<br>£m<br>Other<br>£m<br>Total<br>£m<br>At 1 January 2023 321 165 16 12 514<br>Exchange differences (14) (8) (1) 1 (22)<br>Additional provisions 15 56 3 7 81<br>Used during the year (73) (44) (2) (7) (126)<br>Unused amounts reversed – (8) – (3) (11)<br>Acquisition of companies and businesses – – – 1 1<br>Unwinding of discount on provisions 11 3 – – 14<br>At 31 December 2023 260 164 16 11 451<br>At 1 January 2024 260 164 16 11 451<br>Exchange differences 3 1 – – 4<br>Additional provisions 20 98 1 8 127<br>Used during the year (68) (81) (3) (9) (161)<br>Unused amounts reversed (12) – (1) (2) (15)<br>Acquisition of companies and businesses – – – 2 2<br>Unwinding of discount on provisions 10 1 – – 11<br>At 31 December 2024 213 183 13 10 419<br>2024<br>Total<br>£m<br>2023<br>Total<br>£m<br>Analysed as follows:<br>Non-current 304 357<br>Current 115 94<br>Total 419 451<br>Rentokil Initial plc<br>Annual Report 2024 177<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>Termite damage claims<br>The Group holds provisions for termite damage claims covered by contractual warranties. Termite damage claim provisions are subject to<br>significant assumptions and estimation uncertainty. The assumptions included in valuing termite provisions are based on an estimate of the<br>volume and value of future claims (based on historical and forecast information), customer churn rates, and discount rates. These provisions are<br>expected to be substantially utilised within the next 16 years at a declining rate. The trend of volume and value of claims is monitored and<br>reviewed over time (with the support of external advisors) and as such the value of the provision is also likely to change.<br>The Group’s provision relates to legacy claims (from the period prior to the acquisition of Terminix), estimated at £197m (2023: £247m); and new<br>customer claims, estimated at £16m (2023: £13m). The sensitivity of the legacy claims liability balance to changes in the inputs is illustrated as<br>follows:<br>• Discount rate – The exposure to termite damage claims is largely based within the United States, therefore measurement is based on a seven-year<br>US bond risk-free rate. During 2024, interest rates (and therefore discount rates) have increased. Rates could move in either direction and<br>management has modelled that an increase/decrease of 50 bps in yields would decrease/increase the provision by £5m (2023: £8m). Over the<br>12 months to 31 December 2024, seven-year risk-free rate yields have increased 60 bps from 3.88% to 4.48% (2023: decrease 15 bps).<br>• Claim value – Claim value forecasts have been based on the latest available historical settled Terminix claims. Claims values are dependent on a<br>range of inputs including labour cost, materials costs (e.g. timber), whether a claim becomes litigated or not, and specific circumstances including<br>contributory factors at the premises. Management has used an average of claim costs for the last 12 months for each material category of claim,<br>adjusted where necessary to account for ageing of claims, to determine an estimate for costs per claim. Recent fluctuations in input prices (e.g.<br>timber prices) means that there is potential for volatility in claim values and therefore future material changes in provisions. Management has<br>modelled that an increase/decrease of 5% in claim values would increase/decrease the provision by £9m (2023: £15m). Over the 12 months to<br>31 December 2024, as a result of accelerating the cleardown of legacy longstanding claims and other macroeconomic factors, in-year costs per<br>claim rose by c.40% (2023: 32%). This is not representative of management’s expectations of future costs as ageing of claims, which drives an<br>increased cost per claim, has reduced significantly in recent months and is expected to continue to improve.<br>• Claim rate – Management has estimated claim rates based on statistical historical incurred claims. Data has been captured to establish incidence<br>curves that can be used to estimate likely future cash outflows. Changes in rates of claim are largely outside the Group’s control and may depend<br>on litigation trends within the US and other external factors, such as how often customers move property and how well they maintain those<br>properties; however, management actions can prevent claims from becoming litigated and hence more costly. These factors cause estimation<br>uncertainty that could lead to material changes in provision measurement. Management has modelled that an increase/decrease of 5% in overall<br>claim rates would increase/decrease the provision by £9m (2023: £15m), accordingly. Over the 12 months to 31 December 2024, claim rates fell by<br>c.24% (2023: fell 7%).<br>• Customer churn rate – If customers choose not to renew their contracts each year, then the assurance warranty falls away. As such there is<br>sensitivity to the assumption on how many customers will churn out of the portfolio of customers each year. Data has been captured and analysed<br>to establish incidence curves for customer churn, and forward-looking assumptions have been made based on these curves. Changes in churn<br>rates are subject to macroeconomic factors and to the performance of the Group. A 1% movement in customer churn rates, up or down, would<br>change the provision by £7m down or up (2023: £11m), accordingly. On average over the last 10 years churn rates have moved by +/– c.2.0% per<br>annum (2023: +/-1.8%).<br>Self-insurance<br>The Group purchases external insurance from a portfolio of international insurers for its key insurable risks. In order to help mitigate the cost of<br>external insurance, the Group self-insures a level of cover on its major insurance policies. Self-insurance provisions represent obligations for open<br>claims, and also incurred but not reported (IBNR) losses. External actuaries are used to help management estimate the provisions held at the<br>balance sheet date. Due to the nature of the claims, the timing of utilisation of these provisions is uncertain.<br>Self-insurance provisions are also subject to estimation uncertainty based on volume and value of expected future claims and discount rate<br>assumptions; however, it is not expected that there would be any change to assumptions that would cause a significant adjustment to the<br>carrying value in the next financial year.<br>The amount of expected reimbursement from third-party insurers is £24m (2023: £21m) and this is included within other receivables in Note A3.<br>Environmental<br>The Group owns, or formerly owned, a number of properties in Europe and the US where environmental contamination is being managed.<br>These issues tend to be complex to determine and resolve and may be material, although it is often not possible to accurately predict future<br>costs of management or remediation reliably. Provisions are held where liability is probable and costs can be reliably estimated. Contingent<br>liabilities exist where the conditions for recognising a provision under IAS 37 have not been met. The Group monitors such properties to<br>determine whether further provisions are necessary. The provisions that have been recognised are expected to be substantially utilised within<br>the next five years.<br>Other<br>Other provisions principally comprise amounts required to cover obligations arising and costs relating to disposed businesses and restructuring<br>costs. Other provisions also includes costs relating to onerous contracts and property dilapidations settlements. Existing provisions are expected<br>to be substantially utilised within the next five years.<br>178 Rentokil Initial plc<br>Annual Report 2024
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A7. Operating expenses<br>Operating expenses from continuing operations include the following items:<br>Notes<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Employee costs A9 2,558 2,550 1,777<br>Direct materials and services 877 900 704<br>Vehicle costs 291 286 201<br>Property costs 107 108 82<br>Depreciation and impairment of property, plant and equipment B3 159 154 140<br>Amortisation and impairment of intangible assets B2 225 201 140<br>Other operating expenses1 614 512 329<br>Total operating expenses 4,831 4,711 3,373<br>1. Other operating expenses includes professional fees, marketing costs, and amortisation of contract costs.<br>A8. Auditors’ remuneration<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Fees payable to the Company’s auditors for the audit of the Parent Company and Group accounts 2 3 3<br>Audit of accounts of subsidiaries of the Group 4 5 4<br>Audit-related assurance services1 5 3 2<br>Total audit and audit-related assurance services 11 11 9<br>Non-audit services2 – – 3<br>Total 11 11 12<br>1. Included in 2024 is an amount of £4m for reporting on internal financial controls (2023: £3m). Included in 2022 is an amount of £2m paid to the Company’s auditors in respect of the<br>2021 PCAOB Group audit required for the purposes of the US registration.<br>2. 2022 balance relates to accounting specialist fees in respect of the Terminix acquisition.<br>A9. Employee benefit expense<br>Profit-sharing and bonus plans<br>The Group recognises a liability and an expense for bonuses and profit-sharing, based on calculations of achievements of financial performance<br>targets and the best estimate of the obligation to employees related to personal performance criteria being achieved. A liability is recognised<br>where a contractual obligation exists or where past practice indicates that there is a constructive obligation to make such payments in the future.<br>Holiday pay<br>Paid holidays are regarded as an employee benefit and as such are charged to the income statement as the benefits are earned. An accrual<br>is made at the balance sheet date to reflect the fair value of holidays earned but not yet taken.<br>Termination benefits<br>Termination benefits are payable when an employment is terminated before the normal retirement date, or whenever an employee accepts<br>voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either:<br>terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination<br>benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date<br>are discounted to present value where the effect of discounting is material.<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Wages and salaries 2,262 2,318 1,582<br>Social security costs 228 171 154<br>Share-based payments 20 27 17<br>Pension costs:<br>– defined contribution plans 46 32 22<br>– defined benefit plans 2 2 2<br> 2,558 2,550 1,777<br>Rentokil Initial plc<br>Annual Report 2024 179<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>Monthly average number of people employed by the Group during the year:<br>2024<br>Number<br>2023<br>Number<br>2022<br>Number<br>Processing and service delivery 48,475 47,387 38,256<br>Sales and marketing 7,848 7,501 5,993<br>Administration and overheads 9,309 8,663 7,226<br> 65,632 63,551 51,475<br>Emoluments of the Directors of Rentokil Initial plc are detailed below.<br>Highest paid Director<br>£000<br>Other Directors<br>£000<br>2022<br>Aggregate emoluments excluding share options 2,698.7 1,557.5<br>Aggregate gains made by Directors on exercise of share options – 233.8<br>Aggregate amount receivable under long-term incentive schemes 831.9 380.3<br>Aggregate value of Company contributions to defined contribution pension schemes – –<br> 3,530.6 2,171.6<br>2023<br>Aggregate emoluments excluding share options 1,942.3 1,188.4<br>Aggregate gains made by Directors on exercise of share options 3,729.4 –<br>Aggregate amount receivable under long-term incentive schemes 1,397.6 485.3<br>Aggregate value of Company contributions to defined contribution pension schemes – –<br> 7,069.3 1,673.7<br>2024<br>Aggregate emoluments excluding share options 1,032.8 633.4<br>Aggregate gains made by Directors on exercise of share options 4,824.5 –<br>Aggregate amount receivable under long-term incentive schemes 877.1 441.0<br>Aggregate value of Company contributions to defined contribution pension schemes – –<br> 6,734.4 1,074.4<br>2024<br>Number<br>2023<br>Number<br>2022<br>Number<br>Number of Directors accruing retirement benefits<br>– defined contribution schemes – – –<br>– defined benefit schemes – – –<br>Number of Directors exercising share options1 1 1 1<br>Number of Directors receiving shares as part of long-term incentive schemes 2 2 2<br>1. The highest-paid Director exercised 986,515 (2023: 971,802; 2022: nil) share options during the year.<br>180 Rentokil Initial plc<br>Annual Report 2024
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A10. Retirement benefit obligations<br>Apart from contributions to legally required social security state schemes, the Group operates a number of pension schemes around the world<br>covering many of its employees.<br>Defined contribution pension plans<br>A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity.<br>The Group pays contributions to publicly or privately administered pension plans on a mandatory, contractual, or voluntary basis. The Group has<br>no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when<br>they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.<br>Defined benefit pension plans<br>A defined benefit pension plan is a plan that defines the amount of future pension benefit that an employee will receive on retirement, usually<br>dependent on one or more factors such as years of service, compensation, and age.<br>The asset or liability recognised in the balance sheet in respect of defined benefit pension plans is the fair value of plan assets, less the present<br>value of the defined benefit obligation at the balance sheet date. The Group determines the net interest on the net defined benefit asset for the<br>period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined<br>benefit asset. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present<br>value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality<br>corporate bonds that have a credit rating of at least AA, are denominated in the currency in which the benefits will be paid, and that have terms<br>to maturity approximating to the terms of the related pension liability. The Group will recognise a pension surplus as an asset where there is an<br>unconditional right to a refund or where the Group has a right to reduce future pension contributions, taking into account the adverse effect of<br>any minimum funding requirements.<br>Current and past service costs, to the extent they have vested, and curtailments are recognised as charges or credits against operating profit in<br>the income statement. Interest income on the net defined benefit asset is recognised in finance income. Remeasurement gains and losses arising<br>from experience adjustments, return on plan assets, and changes in actuarial assumptions are charged or credited to the Consolidated Statement<br>of Comprehensive Income.<br>The largest retirement benefit obligation in the Group is the Rentokil Initial Irish Pension Scheme (which is in a surplus position).<br>A number of smaller defined benefit and defined contribution schemes operate elsewhere, which are also funded through payments<br>to trustee-administered funds or insurance companies.<br>Defined benefit schemes are reappraised annually by independent actuaries based upon actuarial assumptions. Judgement is required<br>in determining these actuarial assumptions, but this is not considered by management to be a significant accounting judgement as defined<br>under IAS 1.<br>The assumptions used for the Rentokil Initial Irish Pension Scheme are shown below:<br>31 December<br>2024<br>31 December<br>2023<br>Weighted average %<br>Discount rate 3.5% 3.5%<br>Future salary increases n/a n/a<br>Future pension increases 2.1% 2.3%<br>Inflation 2.1% 2.3%<br>Risks<br>The scheme exposes the Company to a number of risks, the most significant of which are:<br>Asset volatility – Scheme liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this<br>yield, this will create a reduction in the current surplus position. The scheme holds a small proportion of growth assets (equities) which, although<br>expected to outperform corporate bonds in the long term, create volatility and risk in the short term. The allocation to growth assets is monitored<br>to ensure it remains appropriate given the long-term scheme objectives.<br>Changes in bond yields – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes,<br>although this will be partially offset by an increase in the value of the scheme’s bond holdings.<br>Inflation risk – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes, although<br>this will be partially offset by an increase in the value of the scheme’s bond holdings.<br>Life expectancy – The majority of the scheme’s obligations are to provide benefits for the life of the member, so increases in life expectancy will<br>result in an increase in the liabilities.<br>For the Rentokil Initial Irish Pension Scheme, the expected duration is 15–16 years.<br>Rentokil Initial plc<br>Annual Report 2024 181<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>Pension benefits<br>The movement in the net defined benefit obligation for all Group pension schemes over the accounting period is as follows:<br>Present value<br>of obligation<br>2024<br>£m<br>Fair value of<br>plan assets<br>2024<br>£m<br>Total<br>2024<br>£m<br>Present value<br>of obligation<br>2023<br>£m<br>Fair value of<br>plan assets<br>2023<br>£m<br>Total<br>2023<br>£m<br>At 1 January (60) 35 (25) (65) 38 (27)<br>Current service costs¹ (1) – (1) (1) – (1)<br>Interest on defined benefit obligation/asset¹ (2) 1 (1) (2) 1 (1)<br>Exchange difference 2 (2) – 2 (1) 1<br>Total pension income/(expense) (1) (1) (2) (1) – (1)<br>Remeasurements:<br>– Remeasurement gain/(loss) on scheme assets – – – – – –<br>– Remeasurement gain/(loss) on obligation – – – – – –<br>Contributions:<br>– Employers (1) 1 – (1) 2 1<br>– Benefit payments 6 (1) 5 7 (5) 2<br>At 31 December (56) 34 (22) (60) 35 (25)<br>Retirement benefit obligation schemes² (41) 16 (25) (44) 16 (28)<br>Retirement benefit asset schemes³ (15) 18 3 (16) 19 3<br>1. Service costs and administration expenses are charged to operating expenses, and interest cost and return on plan assets to finance cost and finance income.<br>2. Benefit plans in an obligation position include plans situated in Austria, France, Germany, Hong Kong, India, Italy, Martinique, Norway, the Philippines, Saudi Arabia, South Africa,<br>South Korea, Sri Lanka, Thailand, Trinidad and Tobago, and the UK.<br>3. Benefit plans in an asset position include plans situated in Australia, Barbados, and Ireland.<br>Of the £56m (2023: £60m) of obligations in the table above, £17m (2023: £20m) is unfunded.<br>Total contributions payable to defined benefit pension schemes in 2025 are expected to be less than £1m.<br>The fair value of plan assets at the balance sheet date is analysed as follows:<br>2024<br>£m<br>2023<br>£m<br>Equity instruments 3 2<br>Debt instruments – unquoted 14 15<br>Property 1 1<br>Other 16 17<br>Total plan assets 34 35<br>Where available, the fair values of assets are quoted prices (e.g. listed equity, sovereign debt, and corporate bonds). In other cases, the market<br>value as provided by the fund managers has been used in accordance with IFRS 13 Fair Value Measurement:<br>• unquoted debt instruments (level 2);<br>• interest and inflation rate hedging instruments (level 2); and<br>• pooled investment funds (level 3).<br>Other significant assets are valued based on observable market inputs. Other assets primarily consist of cash.<br>The cumulative actuarial gain recognised in the Consolidated Statement of Comprehensive Income was £34m (2023: £34m). No remeasurement<br>gain or loss was recognised during the year (2023: £nil).<br>182 Rentokil Initial plc<br>Annual Report 2024
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A11. Share-based payments<br>Share-based compensation<br>The Group operates two equity-settled share-based long-term incentive plans (LTIPs): the Performance Share Plan and the Restricted Share<br>Plan. The economic cost of awarding shares and share options to employees is recognised as an expense in the income statement, equivalent<br>to the fair value of the benefit awarded. The fair value of the Performance Share Plan is determined by reference to option pricing models,<br>principally stochastic and adjusted Black-Scholes models. The fair value of the Restricted Share Plan is determined by reference to an adjusted<br>Black-Scholes model. The charge for both plans is recognised in the income statement over the vesting period of the award. At each balance<br>sheet date, the Group revises its estimate of the number of shares that vest or options that are expected to become exercisable. Any revision to<br>the original estimates (other than those which are a result of movements in total shareholder return (TSR)) is reflected in the income statement<br>with a corresponding adjustment to equity immediately to the extent it relates to past service, and the remainder over the rest of the vesting<br>period.<br>Performance Share Plan and Restricted Share Plan<br>The Company has operated a share-based incentive for senior managers worldwide since 2006, initially through a Performance Share Plan, and<br>then in 2023 a Restricted Share Plan was introduced. The main features of the schemes are as follows:<br>• For Performance Share Plan awards made in 2022, 2023, and 2024, 50% of the award is based on TSR and 50% is based on performance against<br>certain strategic and financial measures over the vesting period.<br>• For Restricted Share Plan awards made in 2023 and 2024, there are no performance conditions attached.<br>• The value of dividends paid during the vesting period is paid on the number of shares that ultimately vest in the form of additional shares.<br>For awards that are nil-cost options made prior to May 2021, this is the value of dividends between grant and exercise.<br>The total charge for the year relating to equity-settled share-based payment plans was £20m (2023: £27m; 2022: £18m). This includes charges for<br>the Performance Share Plan and Restricted Share Plan of £20m (2023: £17m; 2022: £9m). In 2022 and 2023, there were charges relating to the<br>transfer of existing long-term incentive plans in Terminix and a non-recurring retention award totalling £9m and £10m respectively. A summary of<br>the number of shares in active Performance Share Plans is shown below:<br>Share options outstanding Share options exercisable<br>Year of<br>Grant<br>Vesting<br>Year<br>Scheme<br>interest at<br>1 January<br>2024<br>Shares<br>awarded<br>during<br>2024<br>Shares<br>lapsed<br>during<br>2024<br>Shares<br>vested<br>during<br>2024<br>Shares<br>outstanding at<br>31 December<br>2024<br>Shares<br>exercisable at<br>1 January<br>2024<br>Shares<br>vested<br>during<br>2024<br>Shares<br>exercised<br>during<br>2024<br>Shares<br>lapsed<br>during<br>2024<br>Shares<br>exercisable at<br>31 December<br>2024<br>2013 2016 – – – – – 69 – (69) – –<br>2014 2017 – – – – – 1,151,851 – (1,151,851) – –<br>2015 2018 – 26,277 – (26,277) – 1,251,052 26,277 (94,042) – 1,183,287<br>2016 2019 – 31,575 – (31,575) – 1,427,960 31,575 (35,665) – 1,423,870<br>2017 2020 – 26,381 – (26,381) – 1,209,932 26,381 (62,824) (1,146) 1,172,343<br>2018 2021 – 33,926 – (33,926) – 1,564,454 33,926 (80,787) (2,320) 1,515,273<br>2019 2022 – 34,750 – (34,750) – 1,770,998 34,750 (286,233) (667) 1,518,848<br>2020 2023 – 24,304 – (24,304) – 1,241,998 24,304 (193,231) (1,666) 1,071,405<br>2021 2024 3,632,199 81,393 (1,878,836) (1,834,756) – – 1,834,756 (813,178) (130,135) 891,443<br>2022 2025 4,665,701 6,005 (705,299) (47,415) 3,918,992 5,951 47,415 (5,951) – 47,415<br>2023 2026 4,638,991 3,066 (610,615) – 4,031,442 – – – – –<br>2024 2027 – 7,110,973 (512,191) – 6,598,782 – – – – –<br>Share options outstanding Share options exercisable<br>Year of<br>Grant<br>Vesting<br>Year<br>Scheme<br>interest at<br>1 January<br>2023<br>Shares<br>awarded<br>during<br>2023<br>Shares<br>lapsed<br>during<br>2023<br>Shares<br>vested<br>during<br>2023<br>Shares<br>outstanding at<br>31 December<br>2023<br>Shares<br>exercisable at<br>1 January<br>2023<br>Shares<br>vested<br>during<br>2023<br>Shares<br>exercised<br>during<br>2023<br>Shares<br>lapsed<br>during<br>2023<br>Shares<br>exercisable at<br>31 December<br>2023<br>2013 2016 – 495 – (495) – 1,042,134 495 (1,032,534) (10,026) 69<br>2014 2017 – 14,985 – (14,985) – 1,196,188 14,985 (59,322) – 1,151,851<br>2015 2018 – 15,985 – (15,985) – 1,266,518 15,985 (31,407) (44) 1,251,052<br>2016 2019 – 22,192 – (22,192) – 1,841,196 22,192 (435,337) (91) 1,427,960<br>2017 2020 – 16,294 – (16,294) – 1,324,727 16,294 (129,684) (1,405) 1,209,932<br>2018 2021 14,597 20,482 – (35,079) – 1,987,868 35,079 (451,341) (7,152) 1,564,454<br>2019 2022 461,663 40,825 (21,670) (480,818) – 2,213,079 480,818 (919,141) (3,758) 1,770,998<br>2020 2023 3,186,387 68,967 (1,141,319) (2,114,035) – – 2,114,035 (872,037) – 1,241,998<br>2021 2024 3,797,985 – (165,786) – 3,632,199 – – – – –<br>2022 2025 4,845,900 31,248 (205,496) (5,951) 4,665,701 – 5,951 – – 5,951<br>2023 2026 – 5,876,229 (1,179,468) (57,770) 4,638,991 – 57,770 (57,770) – –<br>Rentokil Initial plc<br>Annual Report 2024 183<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>A summary of the number of shares in active Restricted Share plans is shown below:<br>Share options outstanding Share options exercisable<br>Year of<br>Grant<br>Vesting<br>Year<br>Scheme<br>interest at<br>1 January<br>2024<br>Shares<br>awarded<br>during<br>2024<br>Shares<br>lapsed<br>during<br>2024<br>Shares<br>vested<br>during<br>2024<br>Shares<br>outstanding at<br>31 December<br>2024<br>Shares<br>exercisable at<br>1 January<br>2024<br>Shares<br>vested<br>during<br>2024<br>Shares<br>exercised<br>during<br>2024<br>Shares<br>lapsed<br>during<br>2024<br>Shares<br>exercisable at<br>31 December<br>2024<br>2023 2024 195,310 – – (195,310) – 195,310 (195,310)<br>2023 2025 88,465 260,000 (28,440) – 320,025 – – – – –<br>2023 2026 727,645 170,000 (103,570) – 794,075 – – – – –<br>2024 2025 – 149,640 – – 149,640 – – – – –<br>2024 2026 – 282,170 (47,205) – 234,965 – – – – –<br>2024 2027 – 914,085 (127,795) – 786,290 – – – – –<br>2024 2028 – 90,630 – – 90,630 – – – – –<br>2024 2029 – 90,630 – – 90,630 – – – – –<br>2024 2030 – 90,630 – – 90,630 – – – – –<br>Share options outstanding Share options exercisable<br>Year of<br>Grant<br>Vesting<br>Year<br>Scheme<br>interest at<br>1 January<br>2023<br>Shares<br>awarded<br>during<br>2023<br>Shares<br>lapsed<br>during<br>2023<br>Shares<br>vested<br>during<br>2023<br>Shares<br>outstanding at<br>31 December<br>2023<br>Shares<br>exercisable at<br>1 January<br>2023<br>Shares<br>vested<br>during<br>2023<br>Shares<br>exercised<br>during<br>2023<br>Shares<br>lapsed<br>during<br>2023<br>Shares<br>exercisable at<br>31 December<br>2023<br>2023 2026 – 1,163,570 (130,820) (21,330) 1,011,420 – 21,330 (21,330) – –<br>The fair value of the 2024 awards made under the Performance Share Plan is charged to the income statement over the vesting period, based<br>on values derived from a Monte Carlo model prepared by external remuneration consultants. This is a closed-form solution which takes account<br>of the correlation between share price performance and the likelihood of a TSR performance condition being met. For the shares awarded<br>in March 2024, the significant inputs into the model were a share price of 466.1p (2023: 581.4p), an expected share price volatility of 29.5%<br>(2023: 26.3%), a median share price correlation between the companies in the comparator group of 73.1% (2023: 84.1%), and an expected life<br>commensurate with the three-year performance/vesting period. The share price volatility assumption is based on analysis of historical daily share<br>prices. As the awards are nil-cost (i.e. there is no exercise price), the assumed risk-free rate of return has minimal impact on the fair value of the<br>awards. Similarly, as dividend equivalents are paid on the vesting portion of awards, the fair value of these awards is not reduced to reflect<br>dividends paid during the vesting period. The fair value of the 2024 awards made under the Restricted Share Plan is charged to the income<br>statement over the vesting period based on the fair value of the award on grant date.<br>The fair value of awards granted during 2024 was £36m (2023: £36m) and the weighted average fair value per award granted during the year was<br>396.3p (2023: 506.7p). The weighted average share price for options exercised in the year was 471.4p (2023: 568.6p) and the weighted average<br>contract term remaining on shares unexercised at the year end was 535 days (2023: 497 days).<br>A12. Income tax expense<br>The income tax expense for the period comprises both current and deferred tax. Current tax expense represents the amount payable on this<br>year’s taxable profits and any adjustment relating to prior years. Taxable profits differ from accounting profits as some items of income or<br>expenditure are not taxable or deductible, or may be taxable or deductible in a different accounting period. The current income tax charge is<br>calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group’s subsidiaries<br>and associates operate and generate taxable income.<br>Deferred tax is an accounting adjustment to provide for tax that is expected to arise in the future due to differences between accounting and tax<br>bases. Deferred tax is determined using tax rates that are expected to apply when the timing difference reverses based on tax rates which are<br>enacted or substantively enacted at the balance sheet date. Tax is recognised in the income statement, except to the extent that it relates to<br>items recognised in other comprehensive income or equity. In this case, the tax is also recognised in other comprehensive income or equity<br>as appropriate.<br>Analysis of charge in the year:<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Current tax expense 89 94 76<br>Adjustment in respect of previous periods 5 (8) 2<br>Total current tax 94 86 78<br>Deferred tax expense/(credit) 11 30 (3)<br>Deferred tax adjustment in respect of previous periods (7) (4) (11)<br>Total deferred tax 4 26 (14)<br>Total income tax expense 98 112 64<br>184 Rentokil Initial plc<br>Annual Report 2024
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The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to<br>profits of the consolidated companies as follows:<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Profit before tax 405 493 296<br>Tax calculated at domestic tax rates applicable to profits in the respective countries 101 123 69<br>Adjustment in respect of previous periods (2) (12) (9)<br>Amounts not (taxable)/deductible for tax purposes – one-off and adjusting items (1) 1 9<br>Expenses not deductible for tax purposes – other 6 6 3<br>Income not subject to tax (2) (2) (5)<br>Impairment of goodwill 6 – 5<br>Deferred tax recognised on losses (9) (3) (1)<br>Deferred tax impact of change in tax rates (3) – (7)<br>Provisions utilised for which no deferred tax assets were recognised 2 – (1)<br>Local business taxes 1 1 1<br>US BEAT liability – 1 –<br>Tax credits (1) (2) –<br>Other – (1) –<br>Total tax expense 98 112 64<br>The Group’s effective tax rate (ETR) for 2024 on reported profit before tax was 24.2% (2023: 22.7%; 2022: 21.6%). This compares with a blended<br>rate of tax for the countries in which the Group operates of 25.3% (2023: 25.1%; 2022 23.7%). The Group’s low tax rate in 2024 is primarily<br>attributable to the recognition of deferred tax on losses of £9m (2023: £3m; 2022 £1m).<br>On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The<br>legislation implements a domestic top-up tax and a multinational top-up tax. The legislation is effective for the Group’s financial year beginning<br>1 January 2024.<br>The Group is in scope of the substantively enacted legislation and has undertaken an assessment of the Group’s liability to Pillar 2 income taxes<br>for the financial year ended 31 December 2024, mainly focusing on the transitional country-by-country reporting safe harbours which apply until<br>2026.<br>Various other jurisdictions the Group operates in have also substantively enacted legislation or are intending to bring in legislation to implement<br>Pillar 2 and domestic top-up taxes. The expectation is that there will be minimal variations between the UK legislation and other countries’<br>legislation as all are based on the same Organisation for Economic Co-operation and Development (OECD) Pillar 2 model rules. As such, the<br>Group’s assessment has focused on the application of the UK multinational top-up tax to the Group.<br>The assessment of the potential exposure to Pillar 2 income taxes has been undertaken based on the 2024 financial data included in these<br>Consolidated Financial Statements. Based on the assessment, the majority of the jurisdictions in which the Group operates would meet the<br>conditions for the transitional safe harbour provisions and would not require full Pillar 2 calculations, nor is a top-up tax charge levied. The Pillar 2<br>effective tax rates in most of the jurisdictions in which the Group operates are above 15% (calculated under the safe harbour provisions). However,<br>there are a limited number of jurisdictions where the transitional safe harbour relief does not apply and for a small number of these the Pillar 2<br>effective tax rate is close to 15%. The aggregate of the top-up tax charge for those countries is immaterial (less than £1m).<br>The Group continues to monitor developments in the implementation of the Pillar 2 rules in the UK and other relevant jurisdictions as the Pillar 2<br>legislation and guidance evolve.<br>A tax charge of £6m has been recognised in other comprehensive income (2023: £6m credit; 2022 £11m credit), which mainly relates to the<br>recognition of a deferred tax liability on the cash flow hedge and cost of hedging reserves recorded within other comprehensive income.<br>Rentokil Initial plc<br>Annual Report 2024 185<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>A13. Current tax liabilities<br>Tax liabilities are classified as current liabilities unless there is a right to defer the payment of the liability for at least one year after the balance<br>sheet date. As at 31 December 2024, all the Group’s tax liabilities have been classified as current as there is no legally enforceable right to defer<br>payment for more than 12 months.<br>Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the asset and liability, and there is an intention<br>to either settle on a net basis or to realise the asset and settle the liability simultaneously.<br>Where required by accounting standards, management establishes provisions for uncertain tax positions on the basis of amounts expected to be<br>paid to the tax authorities. The Group’s current tax liabilities reflect management’s best estimate of the future amounts of corporation tax that will<br>be settled.<br>The Group is subject to income taxes in numerous jurisdictions. There are various uncertainties relating to the determination of its tax liabilities<br>where the ultimate tax liability cannot be known until a resolution has been reached with the relevant tax authority, or the issue becomes<br>time-barred. Issues can take many years to resolve and therefore assumptions on the likely outcome have to be made by management.<br>Each country and tax risk is considered separately when deciding whether it is appropriate to set up an uncertain tax provision. If risks are<br>considered to be linked, the Group will consider the tax treatment in aggregate where appropriate.<br>This assessment of uncertain tax positions is based on management’s interpretation of relevant tax rules and decided cases, external advice<br>obtained, the statute of limitations and the status of the negotiations, and past experience with tax authorities. In evaluating whether a provision<br>is needed, it is assumed that tax authorities have full knowledge of the facts and circumstances applicable to each issue.<br>Tax provisions can be built up over a number of years, but in the year of resolution there could be adjustments to these provisions which could<br>have a material positive or negative impact on the tax charge for a particular year. The settlement of a significant issue could also have a material<br>impact on the amount of cash tax payable in any one year. Judgement is required in determining the worldwide provision for income taxes,<br>particularly in relation to the pricing of intra-group goods and services as well as debt financing.<br>The majority of the tax provisions relate to transfer pricing exposures where the Group faces a number of risks in jurisdictions around the world,<br>and is subject to audits by tax authorities in the territories in which it operates. These tax audits have an uncertain outcome and can take several<br>years to resolve, which in some cases may be dependent on litigation. The actual outcome could vary from management’s estimates, but these<br>are updated at each reporting period in the light of the latest available information.<br>Total uncertain tax provisions (including interest thereon) amounted to £38m as at 31 December 2024 (2023: £41m). Included within this amount is<br>£5m (2023: £5m) in respect of interest arising on tax provisions, which is included within other payables. These tax provisions relate to multiple<br>issues across the countries in which the Group operates. The net decrease in the provisions for the year is mainly attributable to issues which<br>have been settled in the year or have become statute-barred.<br>The cash tax paid for the year was £87m (2023: £100m). The decrease was attributable to a reduction in cash tax payments in line with Group<br>profits and one-off tax repayments received in 2024. The cash tax paid is expected to increase in future periods in line with Group profits.<br>A14. Deferred income tax<br>Deferred income tax is provided on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in<br>the Consolidated Financial Statements. The following temporary differences are not provided for: the initial recognition of goodwill; the initial<br>recognition of assets or liabilities in transactions other than a business combination that at the time of the transactions affects neither the<br>accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the<br>foreseeable future. The amount of deferred income tax is determined using tax rates (and laws) that have been enacted (or substantively enacted)<br>at the balance sheet date, and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is<br>settled. Deferred tax balances are not discounted.<br>Deferred tax assets and liabilities are offset against each other when the timing differences relate to income taxes levied by the same tax<br>authority on an entity or different entities which are part of a tax consolidation and there would be the intention to settle on a net basis.<br>Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary<br>differences can be utilised. The amount of deferred tax assets recognised at each balance sheet date is adjusted to reflect changes in<br>management’s assessment of future taxable profits. In recognising the deferred tax asset in respect of losses, management has estimated the<br>quantum of future taxable profits, applying a risk weighting to future profits to reflect the uncertainties.<br>The movement on the deferred income tax account is as follows:<br>2024<br>£m<br>2023<br>£m<br>At 1 January (474) (470)<br>Exchange differences (8) 25<br>Impact of acquisition of companies and businesses 19 (8)<br>(Charged)/credited to the income statement (4) (26)<br>(Charged)/credited to other comprehensive income (7) 4<br>(Charged)/credited to equity (3) 1<br>At 31 December (477) (474)<br>Deferred taxation has been presented on the balance sheet as follows:<br>Deferred tax asset within non-current assets 34 43<br>Deferred tax liability within non-current liabilities (511) (517)<br>(477) (474)<br>186 Rentokil Initial plc<br>Annual Report 2024
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The major components of deferred tax assets and liabilities at the year end and their changes during the year (without taking into consideration<br>the offsetting of balances within the same tax jurisdiction) are as follows:<br>Customer<br>lists/<br>intangibles<br>£m<br>Accelerated<br>tax<br>depreciation<br>£m<br>Provisions<br>£m<br>IFRS 15<br>Contacts<br>£m<br>Tax<br>losses<br>£m<br>Share-based<br>payments<br>£m<br>Other2<br>£m<br>Total<br>£m<br>At 1 January 2023 (572) (75) 171 (33) 23 16 – (470)<br>Exchange differences 26 3 (7) 2 – – 1 25<br>Recognised in income statement 2 (12) (15) (10) 7 (2) 4 (26)<br>Recognised in other comprehensive income – – – – 8 – (4) 4<br>Recognised in equity – – – – – 1 – 1<br>Impact of business combinations (8) – – – – – – (8)<br>At 31 December 2023 (552) (84) 149 (41) 38 15 1 (474)<br>At 1 January 2024 (552) (84) 149 (41) 38 15 1 (474)<br>Exchange differences (11) (1) 6 (2) – – – (8)<br>Recognised in income statement (4) 4 8 (19) 3 1 3 (4)<br>Recognised in other comprehensive income – – – – – – (7) (7)<br>Recognised in equity – – – – – (3) – (3)<br>Impact of business combinations1 24 – (7) 2 – – – 19<br>At 31 December 2024 (543) (81) 156 (60) 41 13 (3) (477)<br>1. Deferred tax liabilities have been adjusted in 2024 by a decrease of £28m relating to the Terminix acquisition with a corresponding reduction in goodwill.<br>2. Included within other deferred tax assets/liabilities are retirement benefits and unremitted earnings from subsidiaries.<br>A deferred tax asset of £41m has been recognised in respect of losses which are expected to be utilised within 10 years (2023: £38m), of which<br>£30m (2023: £28m) relates to UK losses carried forward at 31 December 2024. This amount has been calculated by estimating the future UK<br>taxable profits, against which the UK tax losses will be utilised, progressively risk-weighted, and applying the tax rates (substantively enacted as<br>at the balance sheet date) applicable for each year. A deferred tax asset is now recognised on all the UK tax losses (2023: £34m unrecognised).<br>The estimates of future profits are based on management’s financial forecasts which are used to support other aspects of the Financial<br>Statements, such as impairment testing. At the balance sheet date, the Group had tax losses of £242m (2023: £169m) on which no deferred tax<br>asset is recognised because it is not considered probable that future taxable profits will be available in certain jurisdictions to be able to benefit<br>from those tax losses. Of the losses, £203m (2023: £95m) will expire at various dates between 2025 and 2045.<br>In addition, the Group has UK capital losses carried forward of £276m (2023: £276m) on which no deferred tax asset is recognised. These losses<br>have no expiry date, but management considers the future utilisation of these losses to be unlikely.<br>Dividends received from subsidiaries are largely exempt from UK taxation but may be subject to dividend withholding or other taxes levied by the<br>overseas tax jurisdictions in which the subsidiaries operate. A deferred tax liability of £3m (2023: £4m) has been recognised in respect of this<br>liability as it is anticipated that these profits will be distributed to the UK in the foreseeable future. At the balance sheet date, there is no material<br>unprovided deferred tax liability were overseas earnings to be distributed to the UK.<br>The Company is within the scope of the OECD Pillar 2 model rules. Pillar 2 legislation was enacted in the United Kingdom, the jurisdiction in which<br>the Group’s ultimate parent entity is incorporated, and is in effect from 1 January 2024. The Company applies the exception to recognising and<br>disclosing information about deferred tax assets and liabilities related to Pillar 2 income taxes, as provided in the amendments to IAS 12 issued in<br>May 2023. Further information about Pillar 2 legislation can be found in the Notes to the Consolidated Financial Statements in Note A12.<br>Rentokil Initial plc<br>Annual Report 2024 187<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>B. Investing<br>B1. Business combinations<br>All business combinations are accounted for using the purchase method (acquisition accounting) in accordance with IFRS 3 Business<br>Combinations. The cost of a business combination is the aggregate of the fair values at the date of exchange of assets given, liabilities incurred<br>or assumed, and equity instruments issued by the Group. The cost of a business combination is allocated at the acquisition date by recognising<br>the acquiree’s identifiable assets, liabilities, and contingent liabilities that satisfy the recognition criteria at their fair values. Any excess of the<br>purchase price over the fair value of the identifiable assets and liabilities is recognised as goodwill. The acquisition date is the date on which<br>the acquirer effectively obtains control of the acquiree.<br>An intangible asset is recognised if it meets the definition under IAS 38 Intangible Assets. The intangible assets arising on acquisition are<br>goodwill, customer lists, and brands. Goodwill represents the synergies, workforce, and other benefits expected as a result of combining the<br>respective businesses. Customer lists and brands are recognised at their fair value at the date of acquisition using an income-based approach,<br>which involves the use of assumptions including customer termination rates, profit margins, contributory asset charges, and discount rates.<br>At the date of acquisition, deferred and contingent consideration represents its fair value, with subsequent changes after the measurement<br>period being recognised in the income statement. Costs directly attributable to business combinations are charged to the income statement<br>as incurred and presented as one-off and adjusting items.<br>Disclosures required by IFRS 3 Business Combinations are provided separately for those individual acquisitions that are considered to be<br>material, and in aggregate for individually immaterial acquisitions. An acquisition would generally be considered individually material if the<br>impact on the Group’s revenue and Adjusted Operating Profit measures (on an annualised basis) is greater than 5%, or the impact on goodwill<br>is greater than 10% of the closing balance for the period. There were no individually material acquisitions in the year.<br>During the year, the Group purchased 100% of the share capital or trade and assets of 36 companies and businesses (2023: 41). The total<br>consideration in respect of these acquisitions was £182m (2023: £261m), and the cash outflow from current and past period acquisitions net<br>of cash acquired was £172m (2023: £242m).<br>Goodwill on all acquisitions represents the synergies and other benefits expected to be realised from integrating acquired businesses into the<br>Group, such as improved route density, expansion in use of best-in-class digital tools, and back office synergies. Details of goodwill and the fair<br>value of net assets acquired in the year are as follows:<br>2024<br>£m<br>2023<br>£m<br>Purchase consideration<br>– Cash paid 115 203<br>– Deferred and contingent consideration 67 58<br>Total purchase consideration 182 261<br>Fair value of net assets acquired (51) (88)<br>Goodwill from current-year acquisitions 131 173<br>Goodwill expected to be deductible for tax purposes 84 76<br>Deferred consideration of £35m and contingent consideration of £32m are payable in respect of the above acquisitions (2023: £15m and £43m<br>respectively). Contingent consideration is payable based on a variety of conditions, including revenue and profit targets being met. Amounts for<br>both deferred and contingent consideration are payable over the next five years. The Group has recognised contingent and deferred<br>consideration based on fair value at the acquisition date. A range of outcomes for contingent consideration payments cannot be estimated due to<br>the variety of performance conditions and the volume of businesses the Group acquires. During the year, there were releases of contingent<br>consideration liabilities not paid of £7m (2023: £nil).<br>188 Rentokil Initial plc<br>Annual Report 2024
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The fair values6 of assets and liabilities arising from acquisitions in the year are as follows:<br>2024<br>£m<br>2023<br>£m<br>Non-current assets<br>– Intangible assets1 56 80<br>– Property, plant and equipment2 11 12<br>Current assets3 27 22<br>Current liabilities4 (23) (12)<br>Non-current liabilities5 (20) (14)<br>Net assets acquired 51 88<br>1. Includes £46m (2023: £69m) of customer lists and £10m (2023: £11m) of other intangibles.<br>2. Includes £4m (2023: £1m) of ROU assets.<br>3. Includes cash acquired of £2m (2023: £8m), inventory of £11m (2023: £2m), and trade and other receivables of £14m (2023: £12m).<br>4. Includes trade and other payables of £23m (2023: £10m).<br>5. Includes £9m of deferred tax liabilities relating to acquired intangibles (2023: £12m), lease liabilities of £4m (2023: £1m), and other liabilities of £7m (2023: £1m).<br>6. The fair values of assets and liabilities from acquisitions in the current year will be finalised in the 2025 Financial Statements. These fair values are provisional as the acquisition<br>accounting has not yet been finalised, primarily due to the proximity of many acquisitions to the year end.<br>During the year, there were adjustments to the accounting of prior-year acquisitions resulting in a decrease in goodwill of £19m offset by a<br>reduction in deferred tax liabilities of £28m, and a reduction in customer lists of £9m.<br>The cash outflow from current and past acquisitions is as follows:<br>2024<br>£m<br>2023<br>£m<br>Total purchase consideration 182 261<br>Consideration payable in future periods (67) (58)<br>Purchase consideration paid in cash 115 203<br>Cash and cash equivalents in acquired companies and businesses (2) (8)<br>Cash outflow on current period acquisitions 113 195<br>Deferred and contingent consideration paid 59 47<br>Cash outflow on current and past acquisitions 172 242<br>From the dates of acquisition to 31 December 2024, new acquisitions contributed £68m to revenue and £1m to operating profit (2023: £75m and<br>£10m respectively).<br>If the acquisitions had occurred on 1 January 2024, the revenue and operating profit of the combined Group would have amounted to £5,492m<br>and £551m respectively (2023: £5,414m and £628m respectively).<br>Rentokil Initial plc<br>Annual Report 2024 189<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>B2. Intangible assets<br>Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses, where applicable.<br>A breakdown of intangible assets is as shown below:<br>Goodwill<br>£m<br>Customer<br>lists<br>£m<br>Indefinite-lived<br>brands<br>£m<br>Other<br>intangibles<br>£m<br>Product<br>development<br>£m<br>Computer<br>software<br>£m<br>Total<br>£m<br>Cost<br>At 1 January 2023 5,165 1,473 1,185 81 55 206 8,165<br>Exchange differences (269) (70) (58) (5) – (3) (405)<br>Additions – – – – 10 34 44<br>Disposals/retirements (2) (15) – (12) – (8) (37)<br>Acquisition of companies and businesses 172 69 – 11 – – 252<br>Hyperinflationary adjustment 14 3 – 1 – – 18<br>At 31 December 2023 5,080 1,460 1,127 76 65 229 8,037<br>At 1 January 2024 5,080 1,460 1,127 76 65 229 8,037<br>Exchange differences 50 (13) 18 – – (1) 54<br>Additions – – – – 9 46 55<br>Disposals/retirements – (22) – (2) – (22) (46)<br>Acquisition of companies and businesses 113 37 – 10 – – 160<br>Hyperinflationary adjustment 10 4 – 1 – – 15<br>At 31 December 2024 5,253 1,466 1,145 85 74 252 8,275<br>Accumulated amortisation and impairment<br>At 1 January 2023 (65) (573) – (44) (37) (143) (862)<br>Exchange differences 12 26 – 2 – 3 43<br>Disposals/retirements 2 15 – 12 – 7 36<br>Hyperinflationary adjustment (10) (1) – – – – (11)<br>Impairment charge (3) (1) – – – – (4)<br>Amortisation charge – (155) – (9) (7) (26) (197)<br>At 31 December 2023 (64) (689) – (39) (44) (159) (995)<br>At 1 January 2024 (64) (689) – (39) (44) (159) (995)<br>Exchange differences 4 14 – – – 1 19<br>Disposals/retirements – 22 – 2 – 20 44<br>Hyperinflationary adjustment (8) (2) – – – – (10)<br>Impairment charge (28) – – – (2) – (30)<br>Amortisation charge – (152) – (9) (8) (26) (195)<br>At 31 December 2024 (96) (807) – (46) (54) (164) (1,167)<br>Net book value<br>At 1 January 2023 5,100 900 1,185 37 18 63 7,303<br>At 31 December 2023 5,016 771 1,127 37 21 70 7,042<br>At 31 December 2024 5,157 659 1,145 39 20 88 7,108<br>The main categories of intangible assets are as follows:<br>Intangible assets – finite useful lives<br>Intangible assets with finite useful lives are initially measured at either cost or fair value and amortised on a straight-line basis over their useful<br>economic lives, which are reviewed on an annual basis. These assets are reviewed for impairment whenever events or changes in circumstances<br>indicate that the carrying amount of the asset may exceed its recoverable amount. The fair value attributable to intangible assets acquired<br>through a business combination is determined by discounting the expected future cash flows to be generated from that asset at the risk-adjusted<br>weighted average cost of capital for the Group. The residual values of intangible assets are assumed to be £nil.<br>The estimated useful economic lives of intangible assets are as follows:<br>Customer lists: 3 to 15 years<br>Other intangibles: 2 to 15 years<br>Product development: 2 to 5 years<br>Computer software: 3 to 5 years<br>The following are the main categories of intangible assets with finite useful lives:<br>(a) Customer lists<br>Customer lists are acquired as part of business combinations. No value is attributed to internally generated customer lists.<br>190 Rentokil Initial plc<br>Annual Report 2024
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(b) Other intangibles<br>Other intangibles consists of brands with finite useful lives and intellectual property. Brands are acquired as part of business combinations.<br>No value is attributed to internally generated brands as expenditure incurred to develop, maintain, and renew brands internally is<br>recognised as an expense in the period incurred. Intellectual property costs are incurred in acquiring and maintaining patents and licences.<br>These are recognised only if the cost can be measured reliably, and they are expected to generate economic benefits beyond one year,<br>in excess of their cost.<br>(c) Product development<br>Costs incurred in the design and testing of new or improved products are recognised as intangible assets only if the cost can be measured<br>reliably, and it is probable that the project will be a success considering its commercial and technological feasibility. Capitalised product<br>development expenditure is measured at cost less accumulated amortisation.<br>Other development expenditure and all research expenditure are recognised as an expense as incurred and amount to £4m in the year<br>(2023: £2m).<br>Development costs recognised as an expense are never reclassified as an asset in a subsequent period. Development costs that have been<br>capitalised are amortised from the date the product is made available.<br>(d) Computer software<br>Costs that are directly associated with the production of identifiable and unique software products that are controlled by the Group (including<br>employee costs and external software development costs) are recognised as intangible assets, if they are expected to generate economic<br>benefits beyond one year in excess of their cost. Purchased computer software is initially recognised based on the costs incurred to acquire<br>and bring it into use.<br>Costs associated with maintaining computer software are recognised as an expense in the period in which they are incurred.<br>Intangible assets – indefinite useful lives<br>(a) Goodwill<br>Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired<br>business at the date of acquisition. It is recognised as an intangible asset. Goodwill arising on the acquisition of an associate is included in<br>investments in associates.<br>(b) Brands with indefinite useful lives<br>Brands with indefinite useful lives are acquired as part of business combinations. No value is attributed to internally generated brands as<br>expenditure incurred to develop, maintain, and renew brands internally is recognised as an expense in the period incurred.<br>The Terminix US and Terminix International brands are considered to have indefinite useful lives due to their long history in the US (being founded<br>in 1927) and having a strong brand equity in the US for much of their history and now internationally. The Group plans to continue to support and<br>invest in the Terminix brand; it controls all the associated assets that support the underlying business, and therefore it is considered that there<br>is no foreseeable limit on the period over which these brands will continue to generate net cash inflows.<br>Goodwill and brands with indefinite useful lives are tested annually for impairment and carried at cost less accumulated impairment losses.<br>For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs) identified according to country of operation and<br>reportable business unit. The way in which CGUs are identified has not changed from prior periods. Newly acquired entities might be a single<br>CGU until such time that they can be integrated. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating<br>to the entity sold.<br>The recoverable amount of a CGU is determined based on the higher of value-in-use calculations using cash flow projections, and fair value less<br>costs to sell. The cash flow projections in year one are based on financial budgets approved by management, which are prepared as part of the<br>Group’s normal planning process. Cash flows for years two to five use management’s expectation of revenue growth and operating profit margin,<br>based on past experience and expectations regarding future performance and profitability for each CGU. Cash flows beyond the five-year period<br>are extrapolated using estimated long-term growth rates (LTGR).<br>Cash flow projections included in the impairment review models include management’s view of the impact of climate change, including costs<br>related to the effects of climate change, as well as the future costs of the Group’s commitment to reach net zero by 2040 and costs of compliance<br>with current legal requirements. The potential increased costs, to meet these commitments less any benefits that may occur, are not expected<br>to be material and therefore have not resulted in any impairments during 2024.<br>A breakdown of goodwill by region is shown below:<br>2024<br>£m<br>2023<br>£m<br>North America1 4,528 4,376<br>International<br>Europe (incl. LATAM) 223 243<br>UK & Sub-Saharan Africa 110 97<br>Asia & MENAT 183 189<br>Pacific 113 111<br>Sub-total International 629 640<br>Total 5,157 5,016<br>1. Includes £4,420m (2023: £4,285m) relating to the US Pest Control CGU (which is combined with the US Terminix CGU from 1 January 2024).<br>Impairment tests for goodwill and brands with indefinite useful lives<br>For the India and Argentina CGUs, a fair value less costs to sell approach has been taken to support the carrying value of goodwill. All other<br>CGUs were supported through the value-in-use approach. During the year, the Group recognised total goodwill impairments of £28m (2023: £3m)<br>relating to Argentina, Brazil, Hong Kong, Israel, and Lebanon. For all other goodwill and indefinite-lived brands balances, it can be demonstrated<br>Rentokil Initial plc<br>Annual Report 2024 191<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>that there is sufficient headroom in the recoverable amount of the CGU goodwill balances based on the assumptions made, and there is no<br>reasonably likely scenario under which material impairment could be expected to occur in the next 12 months based on the testing performed.<br>The key assumptions used by individual CGUs for value-in-use calculations were:<br>2024 long-term<br>growth rate1<br>2024 pre-tax<br>discount rate<br>2023 long-term<br>growth rate¹<br>2023 pre-tax<br>discount rate<br>North America2 2.0–2.1% 8.5–8.7% 2.0–2.1% 9.8–12.4%<br>International<br>Europe (incl. LATAM) 1.7–3.0% 8.0–17.1% 1.6–3.0% 8.9–17.8%<br>UK & Sub-Saharan Africa 2.0% 9.3–11.1% 2.0% 10.5–12.0%<br>Asia & MENAT 2.0–4.0% 7.7–14.1% 2.0–4.0% 8.9–15.6%<br>Pacific 2.0–2.5% 10.3–10.9% 2.0–2.6% 11.3–12.1%<br>1. Source: imf.org.<br>2. The US Terminix and US Pest Control CGUs combined into a single CGU during 2024. Key assumptions used by the combined US Pest Control CGU were a long-term growth rate of 2.1%<br>(2023: 2.1%) and a pre-tax discount rate of 8.7% (2023: 10.1%). For the combined US Pest Control CGU, the recoverable amount exceeds the carrying amount by £3,060m (2023:<br>£2,869m).<br>The growth rates used by individual CGUs are based on the LTGR predicted for the relevant sector and country in which a business operates.<br>They do not exceed the long-term average growth rate for that industry or country. The pre-tax discount rates are internally calculated weighted<br>average cost of capital for each category and country. The pre-tax discount rates are based on current prices, therefore future cash flow<br>projections include inflation-linked measures.<br>B3. Property, plant and equipment<br>Property, plant and equipment is stated at historic cost less depreciation with the exception of freehold land and assets under construction which<br>are not depreciated. Historic cost includes expenditure that is directly attributable to the acquisition of the items.<br>A breakdown of property, plant and equipment is shown below:<br>Land and<br>buildings<br>£m<br>Service contract<br>equipment<br>£m<br>Other plant and<br>equipment<br>£m<br>Vehicles<br>and office<br>equipment<br>£m<br>Total<br>£m<br>Cost<br>At 1 January 2023 127 587 215 255 1,184<br>Exchange differences (7) (20) (5) (15) (47)<br>Additions 7 123 14 23 167<br>Disposals (9) (77) (9) (25) (120)<br>Acquisition of companies and businesses – 1 1 8 10<br>Hyperinflationary adjustment 4 – – 1 5<br>Reclassification from IFRS 16 ROU assets1 – – – 8 8<br>At 31 December 2023 122 614 216 255 1,207<br>At 1 January 2024 122 614 216 255 1,207<br>Exchange differences (3) (31) (8) (5) (47)<br>Additions 7 126 14 24 171<br>Disposals (4) (98) (16) (51) (169)<br>Acquisition of companies and businesses 1 1 – 5 7<br>Hyperinflationary adjustment 1 – – 1 2<br>Reclassification from IFRS 16 ROU assets1 – – – 8 8<br>At 31 December 2024 124 612 206 237 1,179<br>Accumulated depreciation and impairment<br>At 1 January 2023 (44) (356) (151) (138) (689)<br>Exchange differences 2 14 5 7 28<br>Disposals 4 75 8 22 109<br>Hyperinflationary adjustment (1) – – (1) (2)<br>Depreciation charge (5) (102) (15) (32) (154)<br>At 31 December 2023 (44) (369) (153) (142) (708)<br>At 1 January 2024 (44) (369) (153) (142) (708)<br>Exchange differences (1) 20 7 3 29<br>Disposals 3 96 16 46 161<br>Depreciation charge (5) (108) (14) (32) (159)<br>At 31 December 2024 (47) (361) (144) (125) (677)<br>Net book value<br>At 1 January 2023 83 231 64 117 495<br>At 31 December 2023 78 245 63 113 499<br>At 31 December 2024 77 251 62 112 502<br>1. Certain leased assets become owned assets at the end of their lease period and are therefore reclassified from ROU assets (Note B4).<br>192 Rentokil Initial plc<br>Annual Report 2024
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Depreciation of assets is calculated using the straight-line method to allocate the difference between their cost and their residual values over<br>their estimated useful lives, as follows:<br>Freehold buildings: 50 to 100 years<br>Leasehold improvements: Shorter of the lease term or estimated useful life<br>Vehicles: 4 to 10 years<br>Plant and equipment (including service contract equipment): 3 to 10 years<br>Office equipment, furniture, and fittings: 3 to 10 years<br>Residual values and useful lives of assets are reviewed annually and amended as necessary. Fixed assets are reviewed for impairment whenever<br>events or changes in circumstances indicate that the carrying amount of the fixed asset may exceed its recoverable amount. There were no<br>impairments in the year (2023: £nil).<br>When assets are sold, the gain or loss between sale proceeds and net book value is recognised in the income statement.<br>The category of service contract equipment represents the pool of assets used by the Group in delivering contracted services to customers.<br>Land and buildings comprise mainly offices and warehouses.<br>B4. Leases<br>The Group leases land and buildings, vehicles, and other equipment. The lease durations vary from lease to lease according to the asset leased<br>and local practices. Some of the Group’s leases have extension and termination options attached to them. Lease extension options and lease<br>termination options are only included in the calculation of the lease liability if there is reasonable certainty that they will be exercised.<br>Judgement is required to determine the level of certainty.<br>The value of leases to which the Group is committed but have not yet commenced is not material.<br>A breakdown of the right-of-use (ROU) assets is shown below:<br>Land and<br>buildings<br>£m<br>Vehicles<br>£m<br>Other<br>equipment<br>£m<br>Total<br>£m<br>Net book value<br>At 1 January 2023 182 266 1 449<br>Exchange differences (8) (11) – (19)<br>Additions 63 91 1 155<br>Disposals (3) (3) – (6)<br>Acquisition of companies and businesses 1 – – 1<br>Depreciation charge (57) (62) (1) (120)<br>Reclassification to property, plant and equipment1 – (8) – (8)<br>At 31 December 2023 178 273 1 452<br>At 1 January 2024 178 273 1 452<br>Exchange differences (2) – – (2)<br>Additions 61 83 – 144<br>Disposals (2) (4) – (6)<br>Acquisition of companies and businesses 4 – – 4<br>Depreciation charge (57) (65) (1) (123)<br>Reclassification to property, plant and equipment1 – (8) – (8)<br>At 31 December 2024 182 279 – 461<br>1. Certain leased assets become owned assets at the end of their lease period and are therefore reclassified to property, plant and equipment (Note B3).<br>Rentokil Initial plc<br>Annual Report 2024 193<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>Analysis of the Group’s lease liabilities is shown below:<br>2024<br>£m<br>2023<br>£m<br>At 1 January 445 460<br>Exchange differences (1) (20)<br>Lease payments (169) (182)<br>Interest 24 25<br>Additions 142 161<br>Acquisition of companies and businesses 4 1<br>At 31 December 445 445<br>Analysed as follows:<br>Non-current 315 318<br>Current 130 127<br>Total 445 445<br>Lease liabilities analysed by currency:<br>2024<br>£m<br>2023<br>£m<br>Pound sterling 43 34<br>Euro 75 63<br>US dollar 267 289<br>Other currencies 60 59<br>At 31 December 445 445<br>Lease liabilities are payable as follows:<br>2024<br>£m<br>2023<br>£m<br>Less than one year 150 146<br>Between one and five years 289 298<br>More than five years 65 72<br>Future minimum payments 504 516<br>Effect of discounting (59) (71)<br>Carrying value 445 445<br>Other lease costs not already described are set out below:<br>2024<br>£m<br>2023<br>£m<br>Expenses relating to short-term leases 25 14<br>Expenses relating to leases of low-value assets 5 8<br>Expenses relating to variable lease payments 3 2<br>At 31 December 33 24<br>The Group has no material arrangements where it acts as a lessor.<br>B5. Capital commitments<br>Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:<br>2024<br>£m<br>2023<br>£m<br>Property, plant and equipment 31 22<br>Intangible assets 2 3<br>Total 33 25<br>194 Rentokil Initial plc<br>Annual Report 2024
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B6. Investments in associated undertakings<br>2024<br>£m<br>2023<br>£m<br>Interest in Nippon Calmic Limited 25 31<br>Interest in individually immaterial associated undertakings 12 13<br>At 31 December 37 44<br>Nippon Calmic Limited<br>Nippon Calmic Limited is an associated undertaking in Japan which provides hygiene services, in which the Group has a 49% interest.<br>The associate is unlisted and the investment value is shown below.<br>2024<br>£m<br>2023<br>£m<br>At 1 January 31 32<br>Exchange differences (2) (4)<br>Share of profit1 6 7<br>Dividends received (10) (4)<br>At 31 December 25 31<br>1. Share of profit is net of tax of £3m (2023: £4m).<br>Assets<br>2024<br>£m<br>Liabilities<br>2024<br>£m<br>Revenue<br>2024<br>£m<br>Profit<br>2024<br>£m<br>Assets<br>2023<br>£m<br>Liabilities<br>2023<br>£m<br>Revenue<br>2023<br>£m<br>Profit<br>2023<br>£m<br>Nippon Calmic Ltd (49%) 58 (32) 52 6 60 (28) 54 7<br>Individually immaterial associates<br>In addition to the interest in associates disclosed above, the Group also has interests in a number of individually immaterial associates that are<br>accounted for using the equity method.<br>2024<br>£m<br>2023<br>£m<br>At 1 January 13 31<br>Exchange differences (1) (1)<br>Disposals – (19)<br>Share of profit 1 2<br>Dividends received (1) –<br>At 31 December 12 13<br>There was no unrecognised share of losses related to associates (2023: £nil).<br>Rentokil Initial plc<br>Annual Report 2024 195<br>Strategic Report Corporate Governance Financial Statements Other Information
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C. Financing<br>C1. Financial risk management<br>The Group’s central treasury function manages cash, borrows on behalf of the Group, and provides finance to Group companies in their local<br>currencies. Treasury activity is governed by a Treasury Committee, which is chaired by the Chief Financial Officer.<br>The main financial risks faced by the Group are set out below.<br>(a) Liquidity risk<br>The Group is committed to ensuring it has sufficient liquidity to meet its business needs, and appropriate reserves to cover operational<br>underperformance or dislocation in the financial markets. It is the Group’s policy to have headroom of unrestricted cash and available committed<br>facilities of at least £600m, and the Treasury Committee manages financing requirements and associated headroom at least 12 months forward.<br>Available commitments of $1,000m (£799m) under the Group’s committed debt facilities, and $50m (£40m) term loan facility maturing May 2025,<br>together with unrestricted cash of £357m, gives the Group combined headroom of £1,196m at 31 December 2024 (2023: £1,603m).<br>The Group’s debt facilities have no financial covenants and the Group is compliant with other terms, conditions, and undertakings of its debt<br>facilities.<br>The Group targets an investment grade credit rating for debt issuance of BBB over the medium term. Both S&P Global (S&P) and Fitch Ratings<br>(Fitch) rated the Group BBB. In line with ratings criteria, debt maturities are covered at least 12 months in advance using available cash or<br>committed facilities, or by issuance of new debt. Management maintains an active dialogue with both S&P and Fitch, as well as the Group’s<br>relationship banks, to ensure that any changes to the Group’s financing and acquisition strategies are understood.<br>The Group has one debt maturity of $700m falling due in October 2025. The Group has sufficient headroom to cover this maturity without issuing<br>new debt.<br>The €500m bond due May 2026, and the €600m bond due October 2028, issued under the Group’s Euro Medium-Term Notes (EMTN)<br>Programme, contain a coupon step-up which increases the coupon payable by 1.25% in the event that the Group is downgraded to BB+ or below<br>(sub-investment grade). The Group’s bonds may be called by their investors at par in the event of a change of control of the Group. They may also<br>be called within 120 days if the Group’s debt is downgraded below investment grade, or if the rating is withdrawn and the rating agency confirms<br>in writing, either publicly or to the Group or the Trustee, that the rating action occurred either wholly or in part due to a change of control. All other<br>bonds issued under the EMTN Programme do not contain the coupon step-up.<br>(b) Credit risk<br>The Group has no significant concentration of credit risk. Sales are typically low-value, high-volume, spreading the risk across a large number<br>of customers and geographies. Policies are in place to ensure that credit sales are only made to customers with an appropriate credit history.<br>The Group operates in some territories where there is increased exposure to trade credit risks, and in those territories the Group puts in place<br>appropriate measures to manage its credit risk exposure.<br>In order to protect the liquid assets and funding relationships of the Group, management aims to maintain banking relationships with<br>counterparties that carry a long-term credit rating of at least A-, or equivalent rating with one of the major credit rating agencies. In countries<br>where no banks are rated A- or above, balances are monitored monthly and kept to a minimum. In addition, funds held with all counterparties<br>are subject to limits. All exposures are monitored and reported to the Treasury Committee each month. The Group also monitors its lenders’<br>creditworthiness to ensure commitments under its facilities are available as needed.<br>At 31 December 2024, the Group had a total of £13m of cash held on bank accounts with banks rated below A- (2023: £16m). The highest<br>concentration with any single bank rated below A- was £1m (2023: £1m).<br>(c) Market risk<br>Foreign exchange risk<br>The Group’s worldwide operations generate profits and cash flows in foreign currencies. Sales and purchases are typically denominated in the<br>currency of the country in which they are transacted, and the Group’s cross-border procurement is considered insignificant. Sterling-denominated<br>profits from UK operations are exceeded by sterling-denominated Group central costs. This means that approximately 112% of Group operating<br>profit is generated in foreign currencies.<br>The Group’s primary exposure to foreign exchange risk is in relation to the translation of assets and liabilities, and the Group aims to hold debt<br>in currencies in proportion to its forecast foreign currency profits and cash flows. Foreign exchange derivatives are used to manage foreign<br>currency exposures in excess of £10m that are not covered by debt or assets in the same (or another highly correlated) currency, as long as it<br>makes sense from an economic perspective to do so. The Treasury Committee monitors foreign exchange exposures on a monthly basis. Dealing<br>in foreign exchange products is controlled by dealing mandates approved by the Treasury Committee, and all foreign exchange transactions are<br>covered by ISDA documentation.<br>The most significant foreign currency groups are US dollars and euros, which make up 60% and 33% of Group operating profit respectively.<br>At 31 December 2024, the Group’s net debt was approximately 63% US dollar (2023: 74%), 26% euro (2023: 28%), and 11% debt in other<br>currencies, including sterling (2023: 2% cash). The translation of the interest element of US dollar and euro debt provides a partial income<br>statement offset to the translation of earnings.<br>The Group calculates a hypothetical foreign exchange impact on the income statement and foreign currency translation of net investments in<br>foreign subsidiaries for a 10% movement in foreign exchange rates. The Group’s principal foreign currency exposure is the US dollar. For US<br>dollars, a 10% movement in £/$ would result in a £30m increase/decrease (2023: £35m) in operating profit, offset by a £10m decrease/increase<br>(2023: £12m) in interest payable and a £372m increase/decrease (2023: £349m) in other comprehensive income. A 10% movement in £/€ would<br>result in a £17m increase/decrease (2023: £16m) in operating profit, offset by a £4m decrease/increase (2023: £5m) in interest payable and a £19m<br>increase/decrease (2023: £17m) in other comprehensive income. The other comprehensive income impact also includes the offsetting impact<br>from financial instruments used to hedge the retranslation of the net investment in subsidiaries, which for US dollar is £158m (2023: £182m) and<br>euro is £24m (2023: £27m). Where possible, currency cash flows are used to settle liabilities in the same currency in preference to selling<br>currency in the market.<br>Notes to the Consolidated Financial Statements<br>continued<br>196 Rentokil Initial plc<br>Annual Report 2024
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Interest rate risk<br>The Group seeks to manage interest rate risk to ensure reasonable certainty of its interest charge while allowing an element of risk exposure<br>consistent with the variability of its cash flows. Interest rate risk is managed by the use of fixed interest debt and interest rate derivatives, which<br>are approved in advance by the Treasury Committee. The Group policy is to fix a minimum of 50% of its estimated future interest rate exposures<br>(excluding pensions) for a minimum period of 12 months forward. The Treasury Committee reviews this exposure monthly.<br>A hypothetical 1.0% increase in euro interest rates would reduce the market value of the Group’s bond liabilities by £61m at 31 December 2024<br>(2023: £86m). The income statement impact is £nil as changes in interest rates do not change the expected cash flows on the bonds.<br>A hypothetical 1.0% increase in sterling interest rates would reduce the market value of the Group’s bond liabilities by £22m at 31 December 2024<br>(2023: £26m). The income statement impact is £nil (2023: £nil).<br>A hypothetical 1.0% increase in US dollar interest rates would have an income statement impact of £2m (2023: £6m) as the $700m term loan was<br>37.5% hedged on a weighted average basis in 2024 (2023: 50%) and certain leases are denominated in US dollars with floating interest rates.<br>The Group had outstanding bond debt issues at 31 December 2024 with a fair market value of £2,480m (2023: £2,959m). This is below the book<br>value of £2,494m (2023: £2,943m) due to changes in interest rates in the UK and Europe. There are no circumstances where the Group would be<br>obliged to pay the fair market value. The Group could however decide to redeem some or all of its bonds early, and the fair market value is<br>indicative of the price that would be required to do so.<br>(d) Capital risk<br>The Group is committed to maintaining a debt/equity structure that allows continued access to a broad range of financing sources and sufficient<br>flexibility to pursue commercial opportunities as they present themselves, without onerous financing terms and conditions. The Group’s policy is<br>to maintain a strong capital base to maintain investor, creditor, and market confidence, and to support the Group’s strategy. The Group uses S&P’s<br>and Fitch’s ratings methodologies for a BBB issuer to manage its capital risk. In the event that a ratings downgrade is likely, net debt could be<br>managed by reducing or suspending dividends, M&A spend, and capital expenditure. The Group would also consider raising additional equity to<br>protect its BBB rating.<br>(e) Treasury risk<br>The Group’s treasury activities are governed by a treasury policy, which is reviewed and approved by the Board on an annual basis. The treasury<br>policy covers all activities associated with managing the above risks. The policy requires that financial instruments are only utilised to manage<br>known financial exposures, and speculative derivative contracts are not entered into. The treasury policy requires that treasury must approve<br>opening and closing of all bank accounts, and that funds transfers and other payments are only made in accordance with bank mandates.<br>To ensure an appropriate control environment exists in the treasury function, duties are segregated between front and back office teams.<br>In addition, a number of controls are in place to protect against potential cyber security and other risks.<br>C2. Net debt<br>Net debt is used to assess the Group’s financial capacity. Net debt is not a measure defined by IFRS. Management defines net debt as the total of<br>bank and other borrowings, lease liabilities, other investments, fair value of debt-related derivatives, and cash and cash equivalents (as presented<br>in the Consolidated Balance Sheet).<br>Closing net debt comprises:<br>Notes<br>2024<br>£m<br>2023<br>£m<br>Current<br>Cash and cash equivalents in the Consolidated Balance Sheet C3 925 1,562<br>Other investments1 C4 2 1<br>Fair value of debt-related derivatives (3) (18)<br>Bank and other short-term borrowings2 (1,166) (1,134)<br>Lease liabilities B4 (130) (127)<br>Non-current<br>Fair value of debt-related derivatives (23) 41<br>Bank and other long-term borrowings3 (2,498) (3,153)<br>Lease liabilities B4 (315) (318)<br>Total net debt (3,208) (3,146)<br>1. Net debt excludes other investments which are non-cash, such as the investment in unlisted shares.<br>2. Bank and other short-term borrowings consists of £nil bond debt (2023: £347), £553m overdraft (2023: £730m), £575m loans (2023: £17m), and £38m bond accruals (2023: £40m).<br>3. Bank and other long-term borrowings consists of £2,494m bond debt (2023: £2,596m) and £4m loans (2023: £557m).<br>Rentokil Initial plc<br>Annual Report 2024 197<br>Strategic Report Corporate Governance Financial Statements Other Information
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The currency split and cash flows of bank, other borrowings, and debt-related derivatives are as follows:<br>2024<br>£m<br>2023<br>£m<br>Pound sterling 921 1,075<br>Euro 873 934<br>US dollar 1,887 2,212<br>Other currencies 9 43<br>Carrying value 3,690 4,264<br>Effect of discounting 387 525<br>Undiscounted value 4,077 4,789<br>Analysis of undiscounted cash flows of bank and other borrowings:<br>Less than one year 1,251 1,185<br>Between one and five years 1,848 2,601<br>More than five years 978 1,003<br>Future minimum payments 4,077 4,789<br>Reconciliation of net change in cash and cash equivalents to net debt:<br>Notes<br>Opening<br>2024<br>£m<br>Cash<br>flows<br>£m<br>Non-cash<br>(fair value<br>changes,<br>accruals and<br>acquisitions)<br>£m<br>Non-cash<br>(foreign<br>exchange,<br>additions<br>and other)<br>£m<br>Closing<br>2024<br>£m<br>Bank and other short-term borrowings (1,134) 602 (99) (535) (1,166)<br>Bank and other long-term borrowings (3,153) – – 655 (2,498)<br>Lease liabilities B4 (445) 169 (146) (23) (445)<br>Other investments 1 1 – – 2<br>Fair value of debt-related derivatives 23 68 (7) (110) (26)<br>Gross debt (4,708) 840 (252) (13) (4,133)<br>Cash and cash equivalents in the Consolidated Balance Sheet 1,562 (637) – – 925<br>Net debt (3,146) 203 (252) (13) (3,208)<br>Notes<br>Opening<br>2023<br>£m<br>Cash<br>flows<br>£m<br>Non-cash<br>(fair value<br>changes,<br>accruals and<br>acquisitions)<br>£m<br>Non-cash<br>(foreign<br>exchange,<br>additions<br>and other)<br>£m<br>Closing<br>2023<br>£m<br>Bank and other short-term borrowings (1,345) 664 (106) (347) (1,134)<br>Bank and other long-term borrowings (3,574) – – 421 (3,153)<br>Lease liabilities B4 (460) 182 (162) (5) (445)<br>Other investments 1 – – – 1<br>Fair value of debt-related derivatives (71) 39 (1) 56 23<br>Gross debt (5,449) 885 (269) 125 (4,708)<br>Cash and cash equivalents in the Consolidated Balance Sheet 2,170 (601) – (7) 1,562<br>Net debt (3,279) 284 (269) 118 (3,146)<br>The foreign exchange gain on debt and derivatives amounted to £1m (2023: £146m gain). The gain primarily resulted from a weakening of the euro<br>by 6 cents and partially offset by strengthening of the US dollar by 2 cents. Included within the net decrease in cash and cash equivalents is £9m<br>(2023: £3m) cash paid on debt-related foreign exchange forward contracts (which is included within financing activities in the Consolidated Cash<br>Flow Statement).<br>The total cash outflow in borrowings of £602m (2023: £664m outflow) includes £176m decrease in overdraft (2023: £562m decrease), £334m<br>debt repayment (included in financing activities) (2023: £nil) and £92m settlement of interest accrued (included within operating activities) (2023:<br>£102m).<br>The derivatives cash outflow of £68m (2023: £39m outflow) includes £39m (2023: £3m outflow) of cash paid on debt-related foreign exchange<br>swaps (included in financing activities) and £29m (2023: £36m) interest paid (included in operating activities).<br>The cash outflow of £169m from lease liabilities (2023: £182m) includes £145m (2023: £157m) capital paid (included within financing activities) and<br>£24m (2023: £25m) interest paid (included in operating activities).<br>Fair value is equal to carrying value for all elements of net debt with the exception of bond debt, which has a carrying value of £2,494m (2023:<br>£2,943m) and a fair value of £2,480m (2023: £2,959m).<br>Notes to the Consolidated Financial Statements<br>continued<br>198 Rentokil Initial plc<br>Annual Report 2024
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The Group operates notional pooling arrangements whereby cash balances and overdrafts held within the same bank have a legal right of offset.<br>Derivative financial instruments held with the same bank and having a legal right to offset are shown net. The following table shows the effect of<br>offsetting in the balance sheet due to financial instruments subject to enforceable netting arrangements:<br>Notes<br>Gross amount<br>2024<br>£m<br>Gross amounts<br>set off in the<br>balance sheet<br>2024<br>£m<br>Net amounts<br>presented in the<br>balance sheet<br>2024<br>£m<br>Amount subject<br>to master netting<br>arrangement<br>2024<br>£m<br>Net amount<br>2024<br>£m<br>Financial assets<br>Cash and cash equivalents C3 925 – 925 (553) 372<br>Trade and other receivables A3 889 – 889 – 889<br>Other financial assets C4 2 – 2 – 2<br>Derivative financial instruments C6 6 – 6 (1) 5<br>Total 1,822 – 1,822 (554) 1,268<br>Financial liabilities<br>Trade and other payables A5 (847) – (847) – (847)<br>Borrowings C2 (3,664) – (3,664) 553 (3,111)<br>Lease liabilities B4 (445) – (445) – (445)<br>Derivative financial instruments C6 (32) – (32) 1 (31)<br>Total (4,988) – (4,988) 554 (4,434)<br>Notes<br>Gross amount<br>2023<br>£m<br>Gross amounts<br>set off in the<br>balance sheet<br>2023<br>£m<br>Net amounts<br>presented in the<br>balance sheet<br>2023<br>£m<br>Amount subject<br>to master netting<br>arrangement<br>2023<br>£m<br>Net amount<br>2023<br>£m<br>Financial assets<br>Cash and cash equivalents C3 1,562 – 1,562 (730) 832<br>Trade and other receivables A3 857 – 857 – 857<br>Other financial assets C4 1 – 1 – 1<br>Derivative financial instruments C6 70 – 70 (26) 44<br>Total 2,490 – 2,490 (756) 1,734<br>Financial liabilities<br>Trade and other payables A5 (866) – (866) – (866)<br>Borrowings C2 (4,287) – (4,287) 730 (3,557)<br>Lease liabilities B4 (445) – (445) – (445)<br>Derivative financial instruments C6 (48) – (48) 26 (22)<br>Total (5,646) – (5,646) 756 (4,890)<br>C3. Cash and cash equivalents<br>Cash and cash equivalents include cash in hand, short-term bank deposits and other short-term highly liquid investments with original maturities<br>of three months or less (and subject to insignificant changes in value). In the cash flow statement, cash and cash equivalents are shown net<br>of bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.<br>Cash at bank and in hand includes £16m (2023: £15m) of restricted cash. This cash is held in respect of specific contracts and can only be utilised<br>in line with terms under the contractual arrangements.<br>Cash at bank and in hand also includes £71m (2023: £70m) of cash held in countries with foreign exchange regulations. This cash is repatriated to<br>the UK where possible, if not required for operational purposes in country.<br>Fair value is equal to carrying value for all cash and cash equivalents.<br>Gross amounts<br>2024<br>£m<br>Gross amounts<br>2023<br>£m<br>Cash at bank and in hand 796 1,080<br>Money market funds 24 153<br>Short-term bank deposits 105 329<br>Cash and cash equivalents in the Consolidated Balance Sheet 925 1,562<br>Bank overdraft (553) (730)<br>Cash and cash equivalents in the Consolidated Cash Flow Statement 372 832<br>As far as it is practical to do so, cash balances are held centrally and are used first to repay borrowings under the Group’s banking facilities before<br>being placed on deposit.<br>Rentokil Initial plc<br>Annual Report 2024 199<br>Strategic Report Corporate Governance Financial Statements Other Information
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C4. Other investments<br>Other investments held at year end mainly comprised investments in unlisted shares in a joint venture based in the Cayman Islands and term<br>deposits maturing in more than three months from the date that the deposit was placed. The weighted average effective interest rate earned is<br>6.3% (2023: nil%) with £1m fixed for six months (2023: £nil) and £1m fixed for six months to one year (2023: £1m). Fair value is equal to carrying<br>value for all other investments.<br>Financial assets are denominated in the following currencies:<br>2024<br>£m<br>2023<br>£m<br>Pound sterling 2 1<br>Other 21 21<br> 23 22<br>Analysed as follows:<br>Current portion 2 1<br>Non-current portion 21 21<br> 23 22<br>None of the financial assets are either past due or impaired in 2024 (2023: none).<br>C5. Derivative financial instruments<br>Accounting for derivative financial instruments and hedging activities<br>Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair<br>value at the balance sheet date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a<br>hedging instrument and, if so, the nature of the item being hedged. At the inception of the transaction, the Group documents the relationship<br>between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge<br>transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that<br>are used in hedging transactions are effective in offsetting changes in fair values of hedged items.<br>Certain financial instruments are not designated or do not qualify for hedge accounting. Typically the Group will not designate financial<br>instruments for hedge accounting where a perfect or near perfect offset is expected between the change in value of assets and liabilities.<br>Changes in the fair value of any derivative instruments in this category are immediately recognised in the income statement. Where financial<br>instruments are designated for hedge accounting they are designated as either fair value hedge, net investment hedge, or cash flow hedge.<br>When designating cross-currency swaps, the cost of hedging has been excluded from the relationship and any movement in the fair value<br>related to the cost of hedging is deferred in equity and amortised over the life of the hedged item.<br>(a) Fair value hedge<br>These instruments are used to hedge exposure to changes in the fair value of recognised assets or liabilities. Changes in the fair value<br>of derivatives that are designated and qualify as fair value hedges are recognised in the income statement, together with any changes in the<br>fair value of the hedged asset or liability that are attributable to the hedged risk. There were no fair value hedges as at the year-end date.<br>(b) Net investment hedge<br>These instruments are used to hedge exposure on translation of net investments in foreign operations. Any gain or loss on the hedging<br>instrument related to the effective portion of the hedge is recognised in other comprehensive income; the gain or loss related to the ineffective<br>portion is recognised immediately in the income statement. In the event of disposal of a foreign operation, the gains and losses accumulated<br>in other comprehensive income are recycled through the income statement. All currencies are directly hedged, therefore the hedge ratio<br>is considered to be 1:1.<br>The Group expects that the values of the hedged item and hedging instrument will move in opposite directions in response to movements in the<br>same hedged risk. Where there are sufficient levels of denominated net assets, the critical terms are deemed to match.<br>The following net investment hedges were in place at 31 December 2024:<br>US dollar net investment hedge relationship: $1,627m (2023: $2,091m) cross-currency swaps notional, $546m (2023: $459m) loan notional, and<br>$137m (2023: $206m) cross-currency swaps future interest cash flows have been used to hedge $2,310m (2023: $2,756m) of the net assets of the<br>US operating subsidiaries. The movement in the cross-currency swaps due to changes in $/£ exchange rates are in the opposite direction of the<br>changes due to $/£ in the subsidiaries assets. As the critical terms match, their values will systematically change in the opposite direction of each<br>other. Thus we consider that this demonstrates the existence of an economic relationship.<br>Euro net investment hedge relationship: €315m (2023: €343m) bonds are used to hedge the net assets of the euro operating subsidiaries<br>totalling €315m (2023: €343m). The movement in the bonds due to changes in €/£ exchange rates are in the opposite direction of the changes<br>due to €/£ in the subsidiaries assets. As the critical terms match, their values will systematically change in the opposite direction of each other.<br>Thus we consider that this demonstrates the existence of an economic relationship.<br>Japanese yen (JPY) net investment hedge relationship: JPY2,000m (2023: JPY1,925m) cross-currency swap notional and JPY55m (2023:<br>JPY27m) cross-currency swaps future interest cash outflows have been used to hedge JPY2,055m (2023: JPY1,898m) of the net assets of the<br>Japanese associate. The movement in the cross-currency swaps due to changes in JPY/GBP exchange rates are in the opposite direction of the<br>changes due to JPY/GBP in the associate’s assets. As the critical terms match, their values will systematically change in the opposite direction of<br>each other. Thus we consider that this demonstrates the existence of an economic relationship.<br>During the year, there was no gain or loss (2023: £nil) relating to ineffectiveness of net investment in foreign entity hedges. The main source of<br>ineffectiveness of the net investment hedge is the off-market value of the cross-currency swaps used to hedge US dollar net assets at the hedge<br>designation date. Ineffectiveness due to changes in the counterparty credit risk was not material in the year and is expected to remain so due to<br>the Group’s policy of only using counterparties with a credit rating of A- and above.<br><br>Notes to the Consolidated Financial Statements<br>continued<br>200Rentokil Initial plc<br>Annual Report 2024
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For the year ended 31 December 2024, the amount in other comprehensive income related to net investment hedge accounting was a loss of<br>£17m (2023: £109m gain; 2022: £68m loss).<br>The effect of the foreign currency-related hedging instruments on the Group’s financial position and performance is shown in the table below:<br>Hedging instruments<br>2024<br>Currency<br>Carrying<br>amount at<br>year end date<br>£m<br>Notional<br>amount<br>£m<br>Maturity<br>date<br>Hedge<br>ratio<br>Change in<br> fair value of<br>outstanding<br>instrument<br>£m<br>Change in fair<br>value of<br>hedged item<br>£m<br>Ineffectiveness<br>£m<br>Weighted<br> average<br>foreign<br>exchange rate<br>for the year<br>Cross-currency swaps USD 4 (1,300) May 2026<br>– October 2028<br> 1:1 (5) (5) – 1.241<br>Cross-currency swaps JPY – (10) June 2027 1:1 (1) (1) – 169.747<br>Bonds EUR (261) (261) June 2027<br>– June 2030<br> 1:1 16 16 – 1.162<br>Term loan USD (436) (436) October 2025 1:1 6 6 – 1.110<br>Hedging instruments<br>2023<br>Currency<br>Carrying<br>amount at<br>year end date<br>£m<br>Notional<br>amount<br>£m<br>Maturity<br>date<br>Hedge<br>ratio<br>Change in<br> fair value of<br>outstanding<br>instrument<br>£m<br>Change in fair<br>value of<br>hedged item<br>£m<br>Ineffectiveness<br>£m<br>Weighted<br> average<br>foreign<br>exchange rate<br>for the year<br>Cross-currency swaps USD 9 (1,641) November 2024<br>– October 2028<br> 1:1 114 114 – 1.250<br>Cross-currency swaps JPY 1 (11) November 2024 1:1 1 1 – 167.269<br>Bonds EUR (298) (298) November 2024<br>– October 2028<br> 1:1 6 6 – 1.162<br>Term loan USD (360) (360) October 2025 1:1 9 9 – 1.110<br>The amount in net investment hedge reserves related to continuing hedges is a gain of £6m (2023: £16m gain; 2022: £91m loss), and the amount<br>related to discontinued hedges is a loss of £7m (2023: £nil; 2022: £nil).<br>The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income during the<br>year due to the impact of currency basis (excluded from the hedge relationship) and the foreign exchange impact of realised interest on the<br>hedging instrument (not reflected in the fair value change).<br>(c) Cash flow hedge<br>These instruments are used to hedge a highly probable forecast transaction, or a change in the cash flows of a recognised asset or liability. The<br>portion of the gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income.<br>Any ineffective portion is immediately recognised in the income statement. The gains or losses that are recognised in other comprehensive<br>income are transferred to the income statement in the same period in which the hedged cash flows affect the income statement. In the event that<br>the hedged item occurs or is no longer expected to occur, accumulated gains or losses held in the cash flow hedge reserve are immediately<br>recognised in the income statement. In the event that the hedged item is expected to occur but no longer meets the requirements of hedge<br>accounting, accumulated gains or losses remain in other comprehensive income and are only recognised in the income statement when the<br>forecast transaction occurs or is no longer expected to occur. All cash flow hedge relationships are hedges of a foreign currency risk and all<br>currencies were directly hedged, therefore the hedge ratio is considered to be 1:1.<br>Cash flow hedge accounting has been applied to derivatives (marked as ‘cash flow hedge’) in the table on page 203 in accordance with IFRS 9.<br>Where no hedge accounting has been applied, related derivatives have been marked as ‘non-hedge’.<br>The hedged item, a euro bond, creates an exposure to pay interest annually and the principal at maturity. By receiving the same amount at the<br>same dates through a cross-currency swap, this exposure is eliminated. Since the critical terms of the derivative and the hedged debt match (i.e.<br>matching currencies, payment dates, and interest rate on the leg of the swap offsetting the bond), the change in value of the derivative, excluding<br>any basis risk, will be considered to completely offset the changes in the hedged cash flow.<br><br>Rentokil Initial plc<br>Annual Report 2024 201<br>Strategic Report Corporate Governance Financial Statements Other Information
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Any ineffectiveness on the cash flow hedge is taken directly to finance costs. During the year, there was a loss of £2m (2023: £1m gain) from those<br>derivatives in a cash flow hedge relationship. Ineffectiveness due to changes in the counterparty credit risk was not material in the year and is<br>expected to remain the same because the Group’s counterparties credit rating is A- and above.<br>Cash flow hedge accounting has been applied to €500m (2023: €500m) of the €500m 2026 bond, €421m (2023: €421m) of the €850m 2027<br>bond, and €600m (2023: €600m) of the €600m 2028 bond. The cross-currency interest rate swaps are used as hedging instruments to hedge<br>the volatility in the £/€ exchange rate of the bonds. For the year ended 31 December 2024, the amount in other comprehensive income related to<br>cash flow hedge accounting was a gain of £27m (2023: £3m gain; 2022: £6m loss).<br>The effect of the foreign currency related hedging instruments on the Group’s financial position and performance is shown in the table below:<br>Hedging instruments<br>2024<br>Currency<br>Carrying<br>amount at<br>year end date<br>£m<br>Notional<br>amount<br>£m<br>Maturity<br>date<br>Hedge<br>ratio<br>Change in<br> fair value of<br>outstanding<br>instrument<br>£m<br>Change in fair<br>value of<br>hedged item<br>£m<br>Ineffectiveness<br>£m<br>Weighted<br> average<br>foreign<br>exchange rate<br>for the year<br>Cross-currency swaps EUR (27) 1,257 May 2026<br> – October 2028<br> 1:1 (40) (38) (2) 1.133<br>Hedging instruments<br>2023<br>Currency<br>Carrying<br>amount at<br>year end date<br>£m<br>Notional<br>amount<br>£m<br>Maturity<br>date<br>Hedge<br>ratio<br>Change in<br> fair value of<br>outstanding<br>instrument<br>£m<br>Change in fair<br>value of<br>hedged item<br>£m<br>Ineffectiveness<br>£m<br>Weighted<br> average<br>foreign<br>exchange rate<br>for the year<br> Cross-currency swaps EUR 13 1,668 November 2024<br>– October 2028<br> 1:1 (21) (21) – 1.150<br> Interest rate swaps USD 1 275 September 2024 1:1 1 – 1 –<br>Amount in cash flow hedge reserves related to continuing hedges is a gain of £34m (2023: £6m gain; 2022: £3m gain), and the amount related to<br>discontinued hedges is £nil (2023: £nil; 2022: £nil).<br>The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income during the<br>year due to the impact of currency basis (excluded from the hedge relationship) and the spot retranslation element of the fair value movement<br>(which offsets the hedged item in the income statement).<br>C6. Fair value estimation<br>All financial instruments held at fair value are classified by reference to the source of inputs used to derive the fair value. The following hierarchy<br>is used:<br>Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;<br>Level 2 – inputs other than quoted prices that are observable for the asset or liability, either directly as prices or indirectly through modelling<br>based on prices; and<br>Level 3 – inputs for the asset or liability that are not based on observable market data.<br>Financial instrument<br>Hierarchy<br>level Valuation method<br>Financial assets traded in active markets 1 Current bid price<br>Financial liabilities traded in active markets 1 Current ask price<br>Listed bonds 1 Quoted market prices<br>Money market funds 1 Quoted market prices<br>Interest rate/currency swaps 2 Discounted cash flow based on market swap rates<br>Forward foreign exchange contracts 2 Forward exchange market rates<br>Borrowings not traded in active markets (term loans<br>and uncommitted facilities) 2 Nominal value<br>Money market deposits 2 Nominal value<br>Trade payables and receivables 2 Nominal value less estimated credit adjustments<br>Contingent consideration (including put option liability) 3 Discounted cash flow using weighted average cost of capital<br>Notes to the Consolidated Financial Statements<br>continued<br>202 Rentokil Initial plc<br>Annual Report 2024
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Fair value<br>assets<br>2024<br>£m<br>Fair value<br>liabilities<br>2024<br>£m<br>Fair value<br>assets<br>2023<br>£m<br>Fair value<br>liabilities<br>2023<br>£m<br>Interest rate swaps (level 2):<br>– non-hedge – – – (1)<br>– net investment hedge 23 (19) 37 (27)<br>– cash flow hedge 1 (28) 24 (11)<br>Foreign exchange swaps (level 2):<br>– non-hedge – (3) 1 –<br> 24 (50) 62 (39)<br>Analysed as follows:<br>Current portion – (3) 5 (23)<br>Non-current portion 24 (47) 57 (16)<br>Derivative financial instruments 24 (50) 62 (39)<br>Contingent consideration (including put option liability) (level 3) – (75) – (76)<br>Analysed as follows:<br>Current portion – (37) – (36)<br>Non-current portion – (38) – (40)<br>Other payables – (75) – (76)<br>Certain interest rate swaps have been bifurcated to manage different foreign exchange risks. The interest rate swaps are shown on the balance<br>sheet as net derivative assets of £6m (2023: £71m) and net derivative liabilities of £32m (2023: £48m).<br>The effective nominal value of foreign exchange swaps is a £45m liability (2023: £27m asset).<br>Given the volume of acquisitions and the variety of inputs to the valuation of contingent consideration (depending on each transaction), there are<br>not considered to be any changes in input that would have a material impact on the contingent consideration liability.<br>Contingent<br>consideration<br>2024<br>£m<br>Contingent<br>consideration<br>2023<br>£m<br>At 1 January 76 70<br>Exchange differences (1) (3)<br>Acquisitions 31 41<br>Payments (25) (28)<br>Unused amount reversed (7) –<br>Revaluation of put option through equity 1 (4)<br>At 31 December 75 76<br>Fair value is equal to carrying value for all other trade and other payables.<br>Rentokil Initial plc<br>Annual Report 2024203<br>Strategic Report Corporate Governance Financial Statements Other Information
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The table below analyses the Group’s undiscounted cash flows on borrowings and derivative financial instruments that will be settled on a gross<br>basis, into relevant maturity groupings based on the remaining period to the contractual maturity date at the balance sheet date.<br>Less than<br>1 year<br>£m<br>Between<br>1 and 5 years<br>£m<br>More than<br>5 years<br>£m<br>Total<br>£m<br>At 31 December 2024<br>Non-derivative financial instruments<br>Borrowings (1,225) (1,848) (978) (4,051)<br>(1,225) (1,848) (978) (4,051)<br>Derivative financial instruments<br>Cross-currency interest rate swaps:<br>– outflow (47) (1,695) – (1,742)<br>– inflow 25 1,623 – 1,648<br>Foreign exchange swaps:<br>– outflow (363) – – (363)<br>– inflow 360 – – 360<br>Foreign exchange forwards:<br>– outflow (11) – – (11)<br>– inflow 11 – – 11<br>(25) (72) – (97)<br>Net outflow (1,250) (1,920) (978) (4,148)<br>At 31 December 2023<br>Non-derivative financial instruments<br>Borrowings (1,209) (2,601) (1,003) (4,812)<br>(1,209) (2,601) (1,003) (4,812)<br>Derivative financial instruments<br>Cross-currency interest rate swaps:<br>– outflow (454) (1,707) – (2,162)<br>– inflow 400 1,703 – 2,103<br>Interest rate swaps:<br>– outflow (21) – – (21)<br>– inflow 31 – – 31<br>Foreign exchange swaps:<br>– outflow (140) – – (140)<br>– inflow 140 – – 140<br>(44) (4) – (49)<br>Net outflow (1,253) (2,605) (1,003) (4,861)<br>Notes to the Consolidated Financial Statements<br>continued<br>204 Rentokil Initial plc<br>Annual Report 2024
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C7. Analysis of bank and bond debt<br>Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are classified as current liabilities unless the Group<br>has a continuing right to defer settlement of the liability for at least 12 months after the balance sheet date.<br>The Group’s bank debt facilities comprise:<br>Facility<br>amount<br>2024<br>£m<br>Drawn at<br>year end<br>2024<br>£m<br>Headroom<br>2024<br>£m<br>Interest rate<br>at year end<br>2024<br>%<br>Facility<br>amount<br>2023<br>£m<br>Drawn at<br>year end<br>2023<br>£m<br>Headroom<br>2023<br>£m<br>Interest rate<br>at year end<br>2023<br>%<br>Current<br>$700m term loan due October 2025 559 559 – 5.18 – – – –<br>$50m term loan due May 2025 40 – 40 0.21 – – – –<br>Non-current<br>$700m term loan due October 2025 – – – – 550 550 – 5.94<br>$1.0bn RCF due October 2029 799 – 799 0.14 785 – 785 0.14<br>The Revolving Credit Facility (RCF) remained undrawn throughout 2023 and 2024. There are no financial covenants associated with the RCF or<br>any other debt facility.<br>Medium-term notes and bond debt comprises:<br>Bond interest<br>coupon<br>2024<br>Effective hedged<br>interest rate<br>2024<br>Bond interest<br>coupon<br>2023<br>Effective hedged<br>interest rate<br>2023<br>Current<br>€400m bond due November 2024 – – Fixed 0.950% Fixed 3.60%<br>Non-current<br>€500m bond due May 2026 Fixed 0.875% Fixed 2.66% Fixed 0.875% Fixed 2.80%<br>€850m bond due June 2027 Fixed 3.875% Fixed 4.95% Fixed 3.875% Fixed 5.01%<br>€600m bond due October 2028 Fixed 0.500% Fixed 2.12% Fixed 0.500% Fixed 2.23%<br>€600m bond due June 2030 Fixed 4.375% Fixed 4.58% Fixed 4.375% Fixed 4.48%<br>£400m bond due June 2032 Fixed 5.000% Fixed 5.19% Fixed 5.000% Fixed 5.20%<br>Average cost of bond debt at year-end rates 3.96% 3.97%<br>On 22 November 2024, the Group fully repaid the €400m bond using surplus cash.<br>The effective hedged interest rate reflects the interest rate payable after the impact of interest due from cross-currency swaps. The Group’s<br>hedging strategy is to hold foreign currency debt in proportion to foreign currency profit and cash flows, which are mainly in euro and US dollar.<br>As a result, the Group has swapped a portion of the bonds it has issued into US dollars, thus increasing the effective hedged interest rate.<br>The Group considers the fair value of other current liabilities to be equal to the carrying value.<br>C8. Finance cost<br>Note<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Hedged interest payable on medium-term notes issued1 61 61 39<br>Interest payable on bank loans and overdrafts1 51 42 5<br>Interest payable on RCF1 1 3 1<br>Interest payable on foreign exchange swaps2 44 44 19<br>Interest payable on leases B4 24 25 10<br>Amortisation of discount on provisions A6 11 14 3<br>Foreign exchange loss on translation of foreign assets/liabilities 5 – –<br>Fair value loss on hedge ineffectiveness – – 2<br>Total finance cost 197 189 79<br>1. Interest expense on financial liabilities held at amortised cost.<br>2. Interest payable on foreign exchange swaps including coupon interest payable for the year was £54m (2023: £55m). £10m has been reported in other comprehensive income due<br>to hedge accounting (2023: £12m).<br>C9. Finance income<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Bank interest received 36 25 5<br>Fair value gain on hedge ineffectiveness 3 1 22<br>Foreign exchange gain on translation of foreign assets/liabilities – 11 –<br>Hyperinflation accounting adjustment 7 11 22<br>Total finance income 46 48 49<br>Rentokil Initial plc<br>Annual Report 2024205<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Consolidated Financial Statements<br>continued<br>D. Other<br>D1. Dividends<br>Dividend distribution to the Company’s shareholders is recognised as a liability in the Consolidated Financial Statements in the period in which<br>the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid.<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>2021 final dividend paid – 4.30p per share – – 80<br>2022 interim dividend paid – 2.40p per share – – 42<br>2022 final dividend paid – 5.15p per share – 131 –<br>2023 interim dividend paid – 2.75p per share – 70 –<br>2023 final dividend paid – 5.93p per share 149 – –<br>2024 interim dividend paid – 3.16p per share 80 – –<br> 229 201 122<br>An interim dividend of 3.16p per share was paid on 16 September 2024 amounting to £80m. A final dividend in respect of 2024 of 5.93p per share<br>is to be proposed at the Annual General Meeting on 7 May 2025.<br>The aggregate amount of the proposed dividend to be paid out of retained earnings at 31 December 2024, but not recognised as a liability at year<br>end, is £150m (2023: £150m; 2022: £130m).<br>D2. Share capital<br>The Company’s share capital is made up of the shares that have been issued to its members, whether on, or subsequent to, its incorporation.<br>At the year end, the Company’s issued share capital consisted of ordinary shares of 1p each, with one voting right per share, as detailed below.<br>The Company does not have a limited amount of authorised capital and does not hold any shares in treasury.<br>During the year, 2,000,000 new shares were issued in relation to employee share schemes.<br>2024<br>£m<br>2023<br>£m<br>Issued and fully paid<br>At 31 December 2024 – 2,524,539,885 shares (2023: 2,522,539,885) 25 25<br>D3. Contingent liabilities<br>The Group has contingent liabilities relating to guarantees in respect of leasehold properties, pensions, third parties, tax, and litigation. The<br>Group also has contingent liabilities for the management or remediation of environmental issues. These issues tend to be complex to determine<br>and resolve and may be material, although it is often not possible to accurately predict future costs reliably. The possibility of any significant<br>outflows in respect of these items is considered to be remote.<br>In November 2024, a purported class action lawsuit was filed on behalf of shareholders who purchased American Depositary Shares in the US<br>between 1 December 2023 and 10 September 2024. The defendants are the Company and three current and former senior executives, Andy<br>Ransom, Stuart Ingall-Tombs, and Bradley Paulsen. The complaint alleges that management made false statements about the progress of the<br>integration of Rentokil and Terminix and its impact upon growth in the US and seeks relief under section 10(b) and 20(a) of the Securities<br>Exchange Act and SEC rule 10(b)5. The Company and the individual defendants intend to vigorously defend the lawsuit.<br>D4. Related party transactions<br>Subsidiaries<br>All transactions between Group subsidiaries were transacted at arm’s length during the ordinary course of business and have been eliminated<br>on consolidation, along with any outstanding balances, and accordingly are not disclosed in this note.<br>Key management personnel<br>The Group’s strategy and policy are managed by the Executive Leadership Team. Their compensation is shown below:<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>Salaries and other short-term employee benefits 6 6 7<br>Post-employment benefits – 2 –<br>Share-based payments 1 2 5<br>7 10 12<br>Joint ventures and associate entities<br>Nippon Calmic Limited (49%), SCI Pierre Brossolette (26.25%), Skadedyrkontrollen øst AS (40%), Boecker Public Safety Services – Qatar W.L.L.<br>(24.5%), Boecker Public Health Services Limited (30%), Fujian Xunke Pest Control Company Limited (30%), Guangdong Vircon Pest Management<br>Company Limited (30%), Ningbo Yuying Vector Control Company Limited (30%), and Guangdong New Hope Environmental Technology Co., Ltd<br>(30%) were associates during 2023 and 2024. All balances related to associates are disclosed in Note B6.<br>There are no significant transactions between associate entities and other Group companies.<br>D5. Post balance sheet events<br>With effect from 1 January 2025, the reporting currency of the Group was changed from sterling to US dollars.<br>There have been no other significant post balance sheet events affecting the Group since 31 December 2024.<br>206Rentokil Initial plc<br>Annual Report 2024
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Related Undertakings<br>Subsidiaries and other associated undertakings at 31 December 2024. All undertakings are<br>indirectly owned by the Company unless otherwise stated.<br>Subsidiaries<br>Company name Share class<br>% held by<br>Group<br>companies<br>Argentina<br>Calle 70 No. 2720, Necochea city, Province of Buenos Aires, Argentina<br>Ecotec Interocéanica S.A. Ordinary 100%<br>Australia<br>c/– Edwards Marshall, level 3/153 Flinders St, Flinders Street, Adelaide<br>SA 5000, Australia<br>Allstate Holdings (SA) Pty Ltd Ordinary 100%<br>Allstate Pest Control Pty Ltd Ordinary 100%<br>Allstate Services Pty Ltd Ordinary 100%<br>Unit A1, 3-29 Birnie Ave, Lidcombe Business Park, Lidcombe NSW<br>2141, Australia<br>Cannon Hygiene Australia Pty Limited Ordinary 100%<br>Geelong Pest Control Pty Ltd1 Ordinary 100%<br>Green Fingers Plant Hire Pty Limited Ordinary 100%<br>Knock Out Pest Control Pty Limited Ordinary 100%<br>Pest Away Australia Pty Limited Ordinary 100%<br>Rentokil Australia Pty Limited Ordinary 100%<br>Rentokil Initial Asia Pacific Pty Limited Ordinary 100%<br>Rentokil Initial Pty Limited Ordinary 100%<br>Rentokil Initial Track Spray Pty Ltd Ordinary 100%<br>Rentokil Pest Control (QLD) Pty Limited Ordinary 100%<br>Rentokil Pest Holdings Pty Limited Ordinary 100%<br>Rentokil Pty Ltd Ordinary<br>Preference<br>100%<br>Austria<br>Brown-Boveri-Straße 8/2/8, 2351, Wiener Neudorf, Austria<br>Rentokil Initial GmbH Ordinary 100%<br>Bahamas<br>Corporate Services International, 308 East Bay Street, Nassau,<br>PO BOX N-7527, Bahamas<br>Rentokil Initial (Bahamas) Limited Ordinary 100%<br>5th Terrace Centreville, P.O. Box N-1388, Nassau, New Providence,<br>Bahamas<br>Tropical Exterminators (Holdings) Limited Common 100%<br>Tropical Exterminators Limited Common 100%<br>Barbados<br>One Welches, Welches St. Thomas, Barbados<br>Rentokil Initial (Barbados) Limited Ordinary 100%<br>Belgium<br>Brandekensweg 2, Schelle, 2627, Belgium<br>Ambius N.V. Ordinary 100%<br>Initial Belux NV Ordinary 100%<br>Rentokil N.V. Ordinary 100%<br>Brazil<br>Rua Maria Braga Lima Dias, Alto Cajueiros, Macaé, Rio de Janeiro, 120,<br>Brazil<br>Ativa Controle Ambiental Ltda Ordinary 100%<br>Avenida Afonso Pena, nº 808, Santos, 11020-004, Brazil<br>Ecotec Brasil Tratamentos Fitossanitários<br>Ltda<br>Ordinary 100%<br>Rua Professor José Vieira de Mendonça, 770, Sala 308, Belo<br>Horizonte, Estado de Minas Gerais, Brazil<br>Ecovec Comercio E Licenciamento De<br>Tecnologias Ltda<br>Ordinary 100%<br>Company name Share class<br>% held by<br>Group<br>companies<br>Torrinha Street 171, Bairro Parque da Figueira, Campinas, CEP<br>13040-310, Brazil<br>Impacto Controle de Pragas Ltda. Ordinary 100%<br>Celido Utz, 66, Igrejinha, Rio Grande do Sul, Brazil<br>Imunizadora Hoffmann Ltda1 Ordinary 100%<br>Rua Francisco Gonçalo, 16, Loja A, Bairro Pires Façanha, Eusébio,<br>Ceará, CEP 61775-070<br>Protecta Manejo Integrado de Pragas Ltda Ordinary 100%<br>Avenida Ceci, 348, Fundos, Centro Empresarial Tambore, CEP<br>06460-120, Barueri -SP, Brazil<br>Rentokil Initial Do Brasil Ltda Ordinary 100%<br>R. Alagoas, 3098, Rua Alagoas, Curitiba, PR, 80630-050, Brazil<br>União Sul Controle de Pragas Ltda ME Ordinary 100%<br>Brunei Darussalam<br>Unit D1 & D1-1 Block D, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Gadong<br>B, Brunei Muara, BE1318, Brunei Darussalam<br>Rentokil Initial (B) Sdn Bhd Non-redeemable<br>preference<br>shares<br>Ordinary<br>100%<br>90%<br>Unit D3, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Bandar Seri Begawan,<br>Brunei Muara, BE1318, Brunei Darussalam<br>Rentokil Initial South East Asia Sdn Bhd Ordinary 90%<br>Canada<br>Suite 900, 1959 Upper Water Street, Halifax NS B3J 2X2, Canada<br>Rentokil Canada Corporation Common<br>Class A<br>Common<br>Class B<br>100%<br>Chile<br>Galvarino 8481, Bodega 3, Quilicura, Santiago, Chile<br>Comercializadora de Insumos y Servicios<br>Mauco Limitada<br>Social Rights 100%<br>El Trapiche No.1322, Galpón No 4, Codominio Pacific, Coquimbo, Chile<br>Control De Plagas Hidalgo Y Rodriguez<br>Limitada<br>Ordinary 100%<br>Av. El Bosque PC 12 Lo Boza dpto, B05 Pudahuel, Santiago, Chile<br>Desan SPA Ordinary 100%<br>Av. Víctor Uribe No. 2080 Quilicura, Santiago, Chile<br>Ingeclean S.A Ordinary 100%<br>Rentokil Initial Chile SpA Ordinary 100%<br>Av. El Salto, Santiago, 4001, Chile<br>Ingeniería en Sanitización S.A Ordinary 100%<br>San Martin, Los Ángeles, N° 399, Chile<br>Plaguisur Limitada Ordinary 100%<br>Av. Pdte Ibañez 352, Puerto Montt , Chile<br>Sociedad Comercial 7 Plagas Limitada Ordinary 100%<br>Rentokil Initial plc<br>Annual Report 2024 207<br>Strategic Report Corporate Governance Financial Statements Other Information
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Related Undertakings<br>continued<br>Company name Share class<br>% held by<br>Group<br>companies<br>People’s Republic of China<br>Room 1001, Yijingyuan Comprehensive Building, Hang Zhou Shi, Zhe<br>Jiang Sheng, 310013, China<br>Hangzhou Research Institute of Profume<br>Fumigation Co. Ltd.<br>Ordinary 80%<br>Room 103, Building 2, Yuzhongxili #42, Beijing, China<br>Rentokil Initial (China) Ltd Ordinary 100%<br>Colombia<br>Balor Medellín , Carrera 65A #34A-09, Balor Bogotá Calle 82 #22-06,<br>Medellín, Colombia<br>Balor S.A.S.1 Ordinary 100%<br>Cr 42A 80B 07, Barranquilla, Colombia<br>Colplagas S.A.S Ordinary 100%<br>Calle 162# 20-08, Bogota, Colombia<br>Continental De Fumigaciones S.A.S Ordinary 100%<br>Cr 20 No 162-11, Colombia<br>Fumigaciones Young S.A.S Ordinary 100%<br>Calle 15 Sur, No 48-130 Medellin, Antioquia, Colombia<br>Fumigax SAS Ordinary 100%<br>Carrera 19B No 164A-81, Bogota, Colombia<br>Rentokil Initial Colombia S.A.S. Common 100%<br>Costa Rica<br>San Jose-Escazu San Rafael, Terraforte Building Second Floor,<br>Cordero, Cordero Abogados, Costa Rica<br>Decolim Limitada Common 100%<br>San Pedro de Montes de Oca, de la Fuente de la Hispanidad, San<br>José, Costa Rica<br>Fumigadora Control Tecnico De Plagas S.A. Common 100%<br>Curaçao<br>Parke Komersial Korsou, A 24 Veeris, Curaçao<br>Chuchubi Pest Control N.V. Common 100%<br>Czech Republic<br>Praha 2, Vyšehradská 1349/2, Prague, PSČ 12800, Czech Republic<br>Rentokil Initial s.r.o. Ordinary 100%<br>Denmark<br>Paul Bergsoes Vej 22, 2600 Glostrup, Denmark<br>Rentokil Initial A/S Ordinary 100%<br>Gøngehusvej 253, 2790 Hørsholm, Denmark<br>Deichmann Planter ApS1 Ordinary 100%<br>El Salvador<br>Avenida Los Espliego y Avenida las Dalias, polígono V #12, San<br>Salvador, Colonia San Francisco, El Salvador<br>Clean Air, S.A. de C. V.1 Ordinary 100%<br>Avenida Calzada Guarda Barranco Urbanizacion, Lomas de Altamira,<br>#14 Pasaje Clarineros, San Salvador, Central America, El Salvador<br>SAGRIP, S.A. DE C.V. Ordinary 100%<br>Estonia<br>Turi Str. 3/1, 11313 , Tallinn, Estonia<br>Rentokil OÜ Ordinary 100%<br>Company name Share class<br>% held by<br>Group<br>companies<br>Eswatini<br>Umkhiwa House Lot 195, Karl Grant Street, Mbabane, Eswatini<br>RI Swaziland (Pty) Ltd Ordinary 100%<br>Fiji<br>Lot 5, Kaua Road, Suva, Fiji<br>Rentokil Initial Pte Limited Ordinary 100%<br>Finland<br>Tikkurilantie 10 Vantaa, Finland, 01380, Finland<br>Rentokil Initial Oy Ordinary 100%<br>France<br>209 rue de la Belle Etoile, 95700, Roissy-en-France, France<br>Ambius SAS Ordinary 100%<br>6, rue Livio, 67100, Strasbourg, France<br>CAWE FTB Group SAS Ordinary 100%<br>145, rue de Billancourt, 92100, Boulogne Billancourt, France<br>Initial Hygiene Services SAS Ordinary 100%<br>Initial SAS Ordinary 100%<br>Rentokil Initial Holdings (France) SA Ordinary 100%<br>SCI Gravigny Ordinary 100%<br>SCI Vargan Ordinary 100%<br>39-53 boulevard Ornano Immeuble Pleyad 3, 93200, Saint-Dennis,<br>France<br>Rentokil Initial Environmental Services S.A.S.Ordinary 100%<br>Rentokil Initial SAS Ordinary 100%<br>ZAC des Epineaux 7, avenue Louis Blériot 95740 Frépillon, France<br>Technivap SAS Ordinary 100%<br>French Guiana<br>PAE de Degrad des cannes, Remire-Montjoly, 97354, French Guiana<br>Rentokil Initial Guyane SARL Ordinary 100%<br>Germany<br>Blierweg 2/Saarstraße, 65201, Wiesbaden, Germany<br>Baumhaus GmbH1 Ordinary 100%<br>Laufer Straße 3, 90571, Schwaig bei Nürnberg, Mittelfranken, BY,<br>Germany<br>IHD Dienstleistungen KG1 Interest 100%<br>Piderits Bleiche 11, 33689, Bielefeld, Germany<br>Medentex GmbH Ordinary 100%<br>Rentokil Dental GmbH Ordinary 100%<br>Heuesch 1, 49808, Lingen, Germany<br>Rentokil Holdings GmbH Ordinary 100%<br>Rentokil Initial Beteiligungs GmbH Ordinary 100%<br>Rentokil Initial GmbH & Co. KG Ordinary 100%<br>Seemann Schädlingsbekämpfung und<br>Holzschutz GmbH & Co.KG<br>Ordinary 100%<br>An der Ziegelei, 47 27383, Scheeßel-Westerholz, Germany<br>S & A Service und Anwendungstechnik<br>GmbH<br>Ordinary 100%<br>Ghana<br>43 Cashew Road, Okpoi Gonno, Park Street, Accra, P. O. BOX 8747,<br>Ghana<br>Rentokil Initial Ghana Limited Ordinary 100%<br>208 Rentokil Initial plc<br>Annual Report 2024
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Company name Share class<br>% held by<br>Group<br>companies<br>Greece<br>7 Aristotelous Street, Tavros, Athens, 177 78, Greece<br>Rentokil Initial Hellas EPE Ordinary 100%<br>Guadeloupe<br>7 Allee des Papillons, Dothemare, Abymes, 97139, Guadeloupe<br>Pole Hygiene et Recyclage Group Ordinary 100%<br>Rentokil Initial Guadeloupe Sarl Ordinary 100%<br>131 ZA de Calbassier, Basse-Terre, 97100, Guadeloupe<br>SOS Guadeloupe Traitement Ordinary 100%<br>Guatemala<br>9 Av. 39-97 zone 8 Guatemala<br>Servicios Agricolas Profesionales Sociedad<br>Anonima<br>Ordinary 100%<br>Guernsey<br>P O Box 155, Mill Court, La Charroterie, St Peter Port, GY1 4ET,<br>Guernsey<br>Felcourt Insurance Company Limited Ordinary 100%<br>Guyana<br>Lot 8, Charles and Drysdale Streets, Charlestown, Georgetown,<br>Guyana<br>Rentokil Initial Guyana Limited Ordinary 100%<br>Honduras<br>Colonia Palmira, Avenida Republica de Argentina, N 2017, Tegucigalpa<br>Honduras, 11101, Honduras<br>Compania de Servicios e Inversiones SVM<br>Honduras, S. de R.L.<br>Ordinary 100%<br>Compania de Servicios SVM Olympus,<br>S. de R.L.<br>Ordinary 100%<br>Compania de Servicios SVM Progressive,<br>S. de R.L.<br>Ordinary 100%<br>Compania de Servicios SVM Technicians,<br>S. de R.L.<br>Ordinary 100%<br>Compania de Servicios SVM Vanguard,<br>S. de R.L.<br>Ordinary 100%<br>San Pedro Sula, Departamento de Cortes, San Pedro Sula, Honduras<br>Sagrip Honduras S.A. Nominative 100%<br>Hong Kong<br>23/F, Westin Centre, 26 Hung to Road, Kwun Tong, Kowloon,<br>Hong Kong<br>Rentokil Hong Kong Investment Limited Ordinary 100%<br>Rentokil Initial Hong Kong Limited Ordinary 100%<br>India<br>2nd Floor, Narayani, Ambabai Temple Compound, Aarey Road,<br>Goregaon West, Mumbai , Maharashtra, 400104, India<br>Corporate Millennium Hygiene Solutions<br>Private Limited<br>Ordinary 100%<br>Rentokil Initial Hygiene India Private Limited Ordinary 100%<br>Office No. 301, 3rd Floor, L. D. Building, Mehra Industrial Estate, LBS<br>Marg, Vikhroli (West), Mumbai City, Mumbai, Maharashtra, 400079,<br>India<br>HiCare Services Private Limited1 Ordinary 73%<br>Villa No.3, Crescent Villa, Candolim, Goa, 403515, India<br>PCI Pest Control Private Limited Ordinary 73%<br>Company name Share class<br>% held by<br>Group<br>companies<br>Indonesia<br>South Quarter Tower B, Lantai 21, Unit E,F,G,H. JI. R.A., Kartini Kav. 8,<br>RT. 010/RW. 004 Kel., Cilandak Barat, Kec Cilandak, Jakarta, Selatan,<br>Indonesia<br>PT. Calmic Indonesia Ordinary A<br>Ordinary B<br>100%<br>PT. Rentokil Indonesia Ordinary A<br>Ordinary B<br>100%<br>Gedung JDC Lt.6, Jl. Gatot Subroto Kav. 53 Petamburan, Tanah,<br>Abang, Jakarta Pusat, Indonesia<br>PT. Wesen Indonesia Ordinary 100%<br>Ireland<br>Hazel House, Millennium Park, Naas, County Kildare, Ireland<br>Cannon Hygiene International Limited Ordinary 100%<br>Initial Medical Services (Ireland) Limited (t/a<br>Healthcare Waste Mgt Servs)<br>Ordinary 100%<br>Pest Pulse Limited €0.0075<br>Ordinary A<br>€0.0075<br>Ordinary<br>€0.01<br>Ordinary<br>100%<br>Rentokil Initial Holdings (Ireland) Limited Ordinary 100%<br>Rentokil Initial Limited Ordinary 100%<br>Ronaldon Limited Ordinary 100%<br>Israel<br>13 Hadid 7313500, Israel<br>Eitan Amichai Pest Management IPM Ltd Ordinary 100%<br>Yarokology Ltd. Ordinary 100%<br>Italy<br>Via Frassinago, 6, 40123, Bologna, BO, Emilia-Romagna, Italy<br>Bioaware S.R.L.1 Ordinary 100%<br>Lfree S.R.L.1 Ordinary 100%<br>Via Laurentina km. 26,500, 157 a/c, 00071, Pomezia, Italy<br>Rentokil Initial Italia SpA Ordinary 100%<br>Contrada S. Giovanni in Golfo, 221, Contrada San Giovanni i, 86100,<br>CB, Molise, Italy<br>SOGESsp S.R.L.1 Ordinary 100%<br>Jamaica<br>39-41 Second Street, Newport West, Kingston 13, Jamaica<br>Rentokil Initial (Jamaica) Limited Ordinary 100%<br>Jordan<br>Amman, Jabal AlHussien, Al Lud Str. 37 – 1st floor, Jordan<br>Arena Public Health Co. Ordinary 100%<br>Kenya<br>Unit 5 Sameer Industrial Park, Road C, Off Enterprise Road Industrial<br>Area, Nairobi, Kenya<br>Rentokil Initial Kenya Limited Ordinary 100%<br>Rentokil Initial plc<br>Annual Report 2024209<br>Strategic Report Corporate Governance Financial Statements Other Information
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Related Undertakings<br>continued<br>Company name Share class<br>% held by<br>Group<br>companies<br>Lebanon<br>Boecker Building, Plot no. 3309, Ain El Remmaneh, Beirut, Lebanon<br>Boecker International SAL (Offshore) Ordinary 100%<br>Boecker World (Holding) s.a.l. Ordinary 100%<br>Adonis Building, Bechara el Khoury, Beirut, Lebanon<br>Boecker Public Health s.a.l Ordinary 100%<br>Libya<br>Janzour, Tripoli, Libya<br>Rentokil Delta Libya for Environmental<br>Protection JSCO<br>Ordinary 65%<br>Lithuania<br>Drobės g. 62, LT-45181, Kaunas, Lithuania<br>Dezinfa, UAB Ordinary 100%<br>Luxembourg<br>Rue de la Chapelle 47, 4967, Clemency, Luxembourg<br>Rentokil Luxembourg Sarl Ordinary 100%<br>6 Rue Eugene Ruppert, Luxembourg, 2453, Luxembourg<br>SVM Finance Luxembourg 1 S.a.r.l. Ordinary 100%<br>SVM Finance Luxembourg 2 S.a.r.l. Ordinary 100%<br>Malawi<br>Plot No. LE 377, Patridge Avenue, Limbe, P O BOX 5135, Malawi<br>Rentokil Initial Limited Ordinary 100%<br>Malaysia<br>Level 8 Symphony House, Block D13, Pusat Dagangan Dana, 47301<br>Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia<br>Rentokil Initial (M) Sdn Bhd Ordinary 100%<br>UFTC Sdn Bhd Ordinary 100%<br>Maldives<br>No. 6-A, Faamudheyrige Building, Orchid Magu, Repu, Malé, Maldives<br>Rentokil Initial Maldives (Pvt) Ltd Preferential<br>shares<br>100%<br>Martinique<br>Zone Industrielle de Champigny, Ducos, Le Marin, 97224, Martinique<br>Rentokil Initial Martinique Sarl Ordinary 100%<br>Mexico<br>Juan Álvarez #482, Colonia Centro, Monterrey, N.L., 64000, Mexico<br>Balance Urbano Control de Plagas S.A. de CV Ordinary 100%<br>Sauce 29, Col. Santa Maria La Ribera, Cuauhtemoc, CDMX, 06400,<br>Mexico<br>Control Vifer, S.A. de C.V. Ordinary A<br>Ordinary B<br>100%<br>Servicios de Plagas Terminix, S.A. de C.V. Ordinary A<br>Ordinary B<br>100%<br>Terminix International S.A. de C.V. Ordinary A<br>Ordinary B<br>100%<br>Calle 29, No. 210 Col. Garcia Gineres, Merida, Yucatán, 97070, Mexico<br>Personal Profesional de Pesticidas S.A. de C.V.Ordinary 100%<br>Mozambique<br>Avenida da Namaacha, kilometro 6, Residencial Mutateia, Cidade da<br>Matola, Mozambique<br>Rentokil Initial Mozambique Limitada Ordinary 100%<br>Company name Share class<br>% held by<br>Group<br>companies<br>Netherlands<br>Impact 6, 6921 RZ, Duiven, Netherlands<br>Ambius B.V. Ordinary 100%<br>Oude Middenweg 77, 2491 AC, Den Haag, Netherlands<br>B.V. Rentokil Funding Ordinary A 100%<br>BET (Properties) B.V. Ordinary 100%<br>BET Finance B.V. Ordinary 100%<br>Holland Reconditionering B.V. Ordinary 100%<br>Rentokil Initial Finance B.V. Ordinary 100%<br>Rentokil Initial International B.V. Ordinary 100%<br>Rentokil Initial Overseas (Holdings) B.V. Ordinary 100%<br>Ravenswade 54-S, 3439, Nieuwegein, LD, Netherlands<br>Rentokil Initial B.V. Ordinary 100%<br>New Zealand<br>Level 1, 89 Carbine Road, Mount Wellington, Auckland 1060,<br>New Zealand<br>Rentokil Initial Limited Ordinary 100%<br>Norway<br>Wirgenes vei 8B, Barkåker, Tønsberg, Vestfold, 3157, Norway<br>Rentokil Forsikring Norge AS Ordinary 100%<br>Sanitetsveien 17, Postboks 84, Skjetten, 2026, Norway<br>Rentokil Initial Norge AS Ordinary 100%<br>Rambergveien 1, Tønsberg, 3115, Norway<br>Skadedyrbutikken AS Ordinary 100%<br>Pakistan<br>S-2 Commercial, 2nd Floor, Lalik Jan Chowk, Phase II, Lahore,<br>Cantonment, Punjab, Pakistan<br>C-Shine Sustainable Solutions (Private)<br>Limited<br>Ordinary 70%<br>Peru<br>Calle 23 Mza, Z-1 Lote 9, Villa El Salvador, Peru<br>Ingeclean Peru S.A.C Ordinary 100%<br>Philippines<br>No 73 Elisco Road, Bo, Kalawaan, Pasig City, 1600, Philippines<br>Rentokil Initial (Philippines) Inc Ordinary 100%<br>Poland<br>Ul. Jana Pawla Woronicza, Nr 31, Lok. 78, 02-640, Warszawa, Poland<br>Rentokil Polska Sp. z o.o. Ordinary 100%<br>Ul. Dąbrowskiego 44, 50-457, Wrocław, Poland<br>Vaco sp. z o.o Ordinary 100%<br>Portugal<br>EN 115, Km 78,67, 2664-502, São Julião do Tojal, Portugal<br>Rentokil Initial Portugal – Serviços de<br>Protecção Ambiental, Unipessoal, Lda<br>Ordinary 100%<br>Republic of Korea<br>2nd Floor, Korea Disaster Relief Association, 371-19 Sinsu-Dong,<br>Mapo-Gu, Seoul, Korea, 121-856, Republic of Korea<br>Rentokil Initial Korea Ltd Common 100%<br>210 Rentokil Initial plc<br>Annual Report 2024
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Company name Share class<br>% held by<br>Group<br>companies<br>Saudi Arabia<br>4477 King Abdul Aziz Road, Suleimaniya, Unit 2 Riyadh KSA,<br>Saudi Arabia<br>BET Trading LLC Ordinary 100%<br>Boecker Public Health Saudia Company<br>Limited<br>Ordinary 100%<br>PO Box 30164, Office No: 401, 4th Floor, Al Tamimi Building, Al Khobar<br>North, Al Khobar, 31952, Saudi Arabia<br>Rentokil Saudi Arabia Limited O.P.C Ordinary 100%<br>Singapore<br>16 Jalan Mesin, Singapore, 368815, Singapore<br>Rentokil Initial Asia Pacific Management Pte Ltd Ordinary 100%<br>Rentokil Initial Singapore Private Limited Ordinary 100%<br>Slovakia<br>Kopcianska 10, Bratislava, 851 01, Slovakia<br>Rentokil Initial s.r.o. Ordinary 100%<br>South Africa<br>Unit D12 Connaught Park, Riley Road, Beaconvale, Parow, 7000,<br>South Africa<br>Cannon Hygiene (SA) Proprietary Limited Ordinary 100%<br>2 Stigant Road, Claremont, Cape Town, 7708, South Africa<br>Newshelf 1232 (Pty) Ltd Preference 100%<br>Rentokil Initial (Proprietary) Limited Ordinary 100%<br>Rentokil Initial Dikapi JV (Pty) Limited Ordinary 59%<br>Spain<br>C/ Los Carros, 1 Bajo, Pobladura de Pelayo de García, 24249, Leon,<br>Spain<br>Desinfeccion de Plagas S.L.1 Ordinary 100%<br>C/ Monasterio de Nájera 1, 50002, Zaragoza, Spain<br>Desinfecciones Bionext, S.L. Ordinary 100%<br>Pol. Ind. El Prado, Calle Bilbao, Nave 5, Parcel 17, 06800, Mérida,<br>Badajoz, Spain<br>Fumigaciones Extremeñas Merida, S.L.1 Ordinary 100%<br>C/ Mar Mediiterráneo 1 (entrada por Mar Adriático, San Fernando de<br>Henares), 28830, Madrid, Spain<br>Initial Gaviota S.A.U Ordinary 100%<br>Rentokil Initial España SA Ordinary A<br>Ordinary B<br>Ordinary C<br>100%<br>Polígono Industrial “Pla de Vallonga”, Calle Meteorito, 59 – Alicante,<br>Spain<br>Lokimica S.A Ordinary 100%<br>C/de la Nena Casas, 71, 08017, Barcelona, Spain<br>Servicios Depec S.L. Ordinary 100%<br>C/ Palanca 34, 28045, Madrid, Spain<br>Tecnologia y Desarrollo Medioambiental, S.L. Ordinary 100%<br>Sri Lanka<br>No. 307, Negombo Road, Peliyagoda, Sri Lanka<br>Rentokil Initial Ceylon (Private) Limited Ordinary 100%<br>Company name Share class<br>% held by<br>Group<br>companies<br>Sweden<br>Avestagatan 61, SE 163 53 Spanga, Sweden<br>Ambius AB Ordinary 100%<br>Rent a Plant Interessenter AB Ordinary 100%<br>Sweden Recycling AB Ordinary 100%<br>c/o Nomor AB, Tusbystråket 1B, 191 61, Sollentuna, Sweden<br>Nomor AB Ordinary 100%<br>Nomor Försăkring AB Ordinary 100%<br>Nomor Holding AB Ordinary 100%<br>Terminix Nomor AB Ordinary 100%<br>Switzerland<br>Schäracher 5, 6232, Geuensee, Sursee, LU, Switzerland<br>Airomat GmbH1 Ordinary 100%<br>Hauptstrasse 3, 4625 Oberbuchsiten, Oberbuchsiten, Switzerland<br>Rentokil Schweiz AG Ordinary 100%<br>Taiwan (Province of China)<br>14F-1, No. 26, Ln. 61, Sec. 1, Guangfu Rd., Sanchong Dist., New Taipei<br>City, Taiwan (Province of China)<br>Initial Hygiene Co Ltd Ordinary 100%<br>Rentokil Co., Limited Ordinary 100%<br>Tanzania<br>1st Floor, Opal Place, 77 Haile Selassie Road, Masaki, P.O. Box 21184,<br>Dar es Salaam, Tanzania<br>Initial Hygiene (T) Limited Ordinary 100%<br>Thailand<br>160 Vibhavadi Rangsit Road, Khwaeng Ratchadapisek, Khat Dindaeng,<br>Thailand, 10400, Thailand<br>Cannon Pest Management Co. Ltd Ordinary 100%<br>Rentokil Initial (Thailand) Ltd Ordinary 100%<br>Trinidad and Tobago<br>Field no. 82, KK-LL, Aranguez South, Trinidad and Tobago<br>Rentokil Initial (Trinidad) Limited Ordinary 100%<br>Tunisia<br>Technopole Textile, SAHLINE, NEOTEX , MONASTIR, Sahline, 5012,<br>Tunisia<br>CAP Tunis Ordinary 100%<br>Turkey<br>Tuna Mahallesi Sanat Caddesi No: 17 Daire: 121, Bornova, İzmir, Turkey<br>Rentokil Initial Çevre Sağlığı Sistemleri<br>Ticaret ve Sanayi A.Ş<br>Ordinary 100%<br>Uganda<br>Plot No 2012, Kalinabiri Road, Ntinda, Kampala, Uganda<br>Rentokil Initial Uganda Limited Ordinary 100%<br>Rentokil Initial plc<br>Annual Report 2024 211<br>Strategic Report Corporate Governance Financial Statements Other Information
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Related Undertakings<br>continued<br>Company name Share class<br>% held by<br>Group<br>companies<br>United Arab Emirates<br>Office number 1403, PO Box 41999, TECOM, Al Barsha Heights, Dubai,<br>United Arab Emirates<br>Boecker Food Safety L.L.C. Ordinary 100%<br>Al Shafar Tower 1, 14th Floor, Office No. 1401, TECOM, Al Barsha<br>Heights, Dubai, United Arab Emirates<br>Boecker Pest Control L.L.C. Ordinary 100%<br>Boecker Public Health Pest Control<br>Equipment Trading L.L.C.<br>Ordinary 100%<br>National Pest Control LLC Ordinary 100%<br>Rentokil Initial Pest Control LLC Ordinary 100%<br>7122 228/M AL, Shop #G4, Al Manakh, Sharjah, United Arab Emirates<br>National Pest Control Per Person Company LLC Ordinary 100%<br>Al Suhyeen, Rolla, Office 205, Sharjah, United Arab Emirates<br>Specialist Int. Pest Control LLC Ordinary 100%<br>United Kingdom<br>Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY,<br>United Kingdom<br>AW Limited Ordinary 100%<br>B.E.T. Building Services Limited Ordinary 100%<br>BET (No.18) Limited Ordinary 100%<br>BET (No.68) Limited2 Ordinary 100%<br>BET Environmental Services Ltd Ordinary 100%<br>BET Pension Trust Limited Ordinary 100%<br>BPS Offshore Services Limited3 Ordinary 100%<br>Broadcast Relay Service (Overseas) Limited3 Ordinary 100%<br>Castlefield House Limited Ordinary 100%<br>Chard Services Limited Ordinary 100%<br>CHL Legacy Limited3 Ordinary 100%<br>Contemporary Plant Designs Limited3 Ordinary 100%<br>DCUK (FM) Limited1 Ordinary 100%<br>DCUKFM Holdings Limited1 Ordinary 100%<br>DuctClean (UK) Limited1 Ordinary 100%<br>Dudley Industries Limited Ordinary 100%<br>Enigma Laundries Limited Ordinary 100%<br>Enigma Services Group Limited Ordinary 100%<br>Enviro-Fresh Limited Ordinary 100%<br>Environmental Contract Services Limited3 Ordinary 100%<br>Euroguard Technical Services Limited Ordinary 100%<br>Grayston Central Services Limited Ordinary 100%<br>Hometrust Limited Ordinary 100%<br>Initial Limited3 Ordinary 100%<br>Initial Medical Services Limited Ordinary 100%<br>Interior Contracts (UK) Limited3 Ordinary 100%<br>Kent Tropical Interiors Limited3 Ordinary A<br>Ordinary B<br>100%<br>Manor Planting Ltd3 Ordinary 100%<br>Nature At Work Limited Ordinary 100%<br>Newman's Plants Limited3 Ordinary A<br>Ordinary B<br>Ordinary C<br>100%<br>Opel Transport & Trading Company Limited Ordinary 100%<br>Paul Lomax Limited Ordinary A<br>Ordinary B<br>Ordinary C<br>100%<br>Peter Cox Limited Ordinary A 100%<br>Plant Nominees Limited Ordinary 100%<br>Prime Projects International Limited3 Ordinary 100%<br>Prokill (UK) Ltd Ordinary A 100%<br>Prokill Limited Ordinary A<br>Ordinary B<br>Ordinary C<br>Ordinary D<br>100%<br>Company name Share class<br>% held by<br>Group<br>companies<br>Rapid Washrooms Limited Ordinary A<br>Ordinary B<br>Ordinary C<br>100%<br>Rentokil Dormant (No.6) Ltd Ordinary 100%<br>Rentokil Initial (1896) Limited3 Ordinary 100%<br>Rentokil Initial (1993) Limited3 Ordinary 6%<br>Non-Redeemable<br>Preference<br>100%<br>Rentokil Initial 1927 plc Ordinary<br>Redeemable<br>Preference:<br>AUD, CAD,<br>CLP, DKK,<br>IDR, ILS,<br>NOK, NZD,<br>USD EUR<br>Cumulative<br>Preference<br>(Non-Redeemable)<br>100%<br>Rentokil Initial Americas Limited3 Ordinary 100%<br>Rentokil Initial Asia Pacific Limited3 Ordinary 100%<br>Rentokil Initial Brazil Limited3 Ordinary 100%<br>Rentokil Initial Finance Limited3 Ordinary 100%<br>Rentokil Initial Holdings Limited3, 4 Ordinary 100%<br>Rentokil Initial Investments South Africa3 Ordinary 100%<br>Rentokil Initial Pension Trustee Limited Ordinary 100%<br>Rentokil Initial Services Limited Ordinary 100%<br>Rentokil Initial UK Ltd Ordinary 100%<br>Rentokil Insurance Limited Ordinary 100%<br>Rentokil Limited3 Ordinary 100%<br>Rentokil Overseas Holdings Limited3 Ordinary 100%<br>Rentokil Property Care Limited Ordinary 100%<br>Rentokil Property Holdings Limited Ordinary 100%<br>RI Dormant No.18 Limited Ordinary 100%<br>RI Dormant No.20 Limited Ordinary 100%<br>Saaman Limited3 Ordinary 100%<br>Stratton House Leasing Limited3 Ordinary 100%<br>SVM International Services Limited Ordinary 100%<br>Target Express Holdings Limited Ordinary 100%<br>Target Express Limited Ordinary 100%<br>Target Express Parcels Limited Ordinary 100%<br>TEB Cleaning Services Limited Ordinary 100%<br>The Palfreymans Limited Ordinary A<br>Ordinary B<br>Ordinary C<br>Ordinary D<br>Ordinary E<br>100%<br>Tropical Ambience Limited Ordinary 100%<br>Tropical Innovation Limited3 Ordinary 100%<br>Urban Planters Franchise Limited3 Ordinary 100%<br>Waterized Limited1,3 Ordinary 100%<br>Stephens & Carter Limited2 Ordinary 100%<br>The Ca’D’Oro, 45 Gordon Street, Glasgow, Scotland, G1 3PE,<br>United Kingdom<br>Duct Clean Services LTD3 Ordinary 100%<br>Industrial Clothing Services Limited Ordinary 100%<br>Pest Protection Services (Scotland) Limited Ordinary A 100%<br>RI Dormant No.12 Limited Ordinary 100%<br>Wise Property Care Ltd. Ordinary 100%<br>212 Rentokil Initial plc<br>Annual Report 2024
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Company name Share class<br>% held by<br>Group<br>companies<br>United States<br>1125 Berkshire Blvd, Suite 150, Reading PA 19610, United States<br>Advanced Pest Management Co, LLC Common 100%<br>Cygnet Enterprises Northwest, Inc Common 100%<br>Cygnet Enterprises West, Inc Common 100%<br>Cygnet Enterprises, Inc Common 100%<br>Medentex LLC Common 100%<br>Oliver Exterminating Dominicana Corp Common 100%<br>Rentokil Initial Environmental Services LLC Interest 100%<br>Rentokil North America, Inc. Ordinary 100%<br>Rentokil of Puerto Rico, Inc. Common 100%<br>Solitude Lake Management, LLC Common 100%<br>Vector Disease Acquisition, LLC Series A<br>shares<br>Series B<br>shares<br>Common<br>shares<br>100%<br>Vector Disease Control International, LLC Common 100%<br>2288 150th Street Halstad MN 56548, United States<br>Airborne Vector Control LLC Common 100%<br>Corporation Service Company, 251 Little Falls Drive, Wilmington DE<br>19808, United States<br>Anza, LLC Ordinary 100%<br>The Corporation Trust Company, Corporation Trust Center,<br>1209 Orange Street, Wilmington DE 19801, United States<br>Anza, LLC Ordinary 100%<br>Creative Plantings Inc Ordinary 100%<br>Initial Contract Services LLC Interest 100%<br>Ramac (US) LLC Interest 100%<br>Rentokil Initial US Holdings, Inc. Common 100%<br>Rentokil Terminix Funding, LLC1 Interest 100%<br>Secure Monthly Affordable Credit<br>Corporation<br>Common 100%<br>Secure Monthly Affordable Credit Limited<br>Partnership<br>Ordinary 100%<br>SVM Honduran Service and Investments<br>Company, LLC<br>Interest 100%<br>SVM Olympus Service Company, LLC Interest 100%<br>SVM Progressive Service Company, LLC Interest 100%<br>SVM Technicians Service Company, LLC Interest 100%<br>SVM Vanguard Service Company, LLC Interest 100%<br>Terminix Consumer Services, LLC Interest 100%<br>Terminix Holdings, LLC Interest 100%<br>Terminix International Holdings, Inc Common 100%<br>Terminix Management Corporation Interest 100%<br>Terminix Receivables Company LLC Interest 100%<br>The Terminix Company, LLC Interest 100%<br>TMX Holdco, LLC Interest 100%<br>United Transport America LLC Interest 100%<br>Virginia Properties Inc Ordinary 100%<br>PO Box 4510 Ten Free Street, Portland ME 04112, United States<br>Asiatic Investments, Inc. Ordinary 100%<br>1000 Labarre Road, Metairie, LA 70001, United States<br>Mississippi Mosquito Control, LLC Interest 100%<br>Mosquito Control of Lafourche, LLC Interest 100%<br>Mosquito Control Services of Florida, LLC Interest 100%<br>Mosquito Control Services of Georgia, LLC Interest 100%<br>Mosquito Control Services, L.L.C Interest 100%<br>Rittiner Group, L.L.C. Interest 100%<br>St. Charles Mosquito Control, L.L.C. Interest 100%<br>St. John Mosquito Control, L.L.C. Interest 100%<br>Terrebonne Mosquito Control, LLC Interest 100%<br>Company name Share class<br>% held by<br>Group<br>companies<br>1000 Satellite Blvd, Ste 101, Suwanee, Gwinnett County GA 30024,<br>United States<br>ProPest Products, Inc.1 Ordinary 100%<br>2540, Lawrenceville Hwy, Lawrenceville, GA 30044, United States<br>Steritech-Canada, Inc. Common 100%<br>Asiatic Holdings LLC Ordinary 100%<br>463 Mountain View Drive, Suite 301, 3rd Floor, Colchester VT 05446,<br>United States<br>Steward Insurance Company Common 100%<br>860 Ridge Lake Blvd., Memphis TN 38120, United States<br>Terminix Gift, L.L.C. Interest 100%<br>150 Peabody Place, Memphis TN 38103, United States<br>The Terminix International Company Limited<br>Partnership<br>Ordinary 100%<br>The Terminix Foundation Interest 100%<br>Uruguay<br>Tomás Giribaldi, apto 3, 2270, Uruguay<br>Amalur Uruguay Sociedad Anónima Ordinary 100%<br>Chana, 2033, Departmento de Montevideo, Uruguay<br>La Sanitaria S.A. Ordinary 100%<br>La Paz, 1227, Departamento de Montevideo, Uruguay<br>Livelux S.A. Ordinary 100%<br>Vietnam<br>54-56 Nguyen Trai Street, Ben Thanh Ward, District 1, Ho Chi Minh<br>City, Vietnam<br>Rentokil Initial (Vietnam) Company Limited Ordinary 100%<br>Virgin Islands, U.S.<br>Merchants Financial Center, 4608 Tutu Park Mall, Suite 202,<br>St Thomas, Virgin Islands, 00802-1816, Virgin Islands, U.S.<br>Terminix International USVI, LLC Interest 100%<br>Rentokil Initial plc<br>Annual Report 2024 213<br>Strategic Report Corporate Governance Financial Statements Other Information
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Related Undertakings<br>continued<br>Associated undertakings<br>Company name Share class<br>% held by<br>Group<br>companies<br>People’s Republic of China<br>B3, Xunmei Industrial Zone, Fengze District, Quanzhou City, Fujian<br>Province, China<br>Fujian Xunke Pest Control Company Limited Ordinary 30%<br>Room 1005, Unit 1, Building 1, No.1 Huangjin Road, Dongguan City,<br>Guangdong Province, China<br>Guangdong New Hope Environmental<br>Technology Co., Ltd. Ordinary 30%<br>No.14 Wenguangtingjiao Road, Chaoyang District, Shantou City, China<br>Guangdong Vircon Pest Management<br>Company Limited Ordinary A 30%<br>Room (2-1), Unit19, Xindian Xingzuo, Haishu district, Ningbo City,<br>Zhejiang Province, China<br>Ningbo Yuying Vector Control Company<br>Limited Ordinary 30%<br>Egypt<br>Third floor, Jupiter Building, B3, Majara Compound, Sheikh Zayed,<br>Giza, Egypt<br>ServicePros S.A.E.5 Ordinary 30%<br>France<br>41 Avenue de La Porte de Villiers, 92200, Neuilly-Sur-Seine, France<br>SCI Pierre Brossolette Ordinary 26.25%<br>Japan<br>Kudan Terrace, 1-6-5 Kudan Minami, Chiyoda-Ku, Tokyo, 102-0074,<br>Japan<br>Nippon Calmic Ltd Ordinary 49%<br>Nigeria<br>Old Ojo Road, Off Badagry Expressway, Agboju, Lagos, 359/361,<br>Nigeria<br>Boecker Public Health Services Ltd Ordinary 30%<br>Norway<br>Veverivegen 10, 2848 Skreia, Norway<br>Skadedyrkontrollen øst AS Ordinary 40%<br>Qatar<br>16 A Al Mana Business Tower, Doha, Qatar<br>Boecker Public Safety Services – Qatar W.L.L. Ordinary 24.5%<br>United Kingdom<br>Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY,<br>United Kingdom<br>Hometrust Kitchens Limited Ordinary 25%<br>Torchsound Properties Limited Ordinary 50%<br>1. Acquired or incorporated by the Group in 2024.<br>2. Temporary restoration.<br>3. As permitted by section 479A of the Companies Act 2006, the Company intends to take<br>advantage of the audit exemption in relation to the individual accounts of these<br>companies.<br>4. Owned directly by Rentokil Initial plc.<br>5. This entity is non-operational and the Group does not carry out business in this<br>jurisdiction.<br>214 Rentokil Initial plc<br>Annual Report 2024
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Parent Company Balance Sheet<br>At 31 December<br>Notes<br>2024<br>£m<br>2023<br>£m<br>Non-current assets<br>Investments 3 4,454 4,438<br>Debtors – amounts falling due after more than one year 4 2,750 2,750<br>Deferred tax assets 5 21 27<br>Derivative financial instruments 6 6 57<br> 7,231 7,272<br>Current assets<br>Debtors – amounts falling due within one year 4 2,749 20<br>Cash and cash equivalents 1 558<br>Derivative financial instruments 6 – 13<br> 2,750 591<br>Current liabilities<br>Creditors – amounts falling due within one year 7 (3,483) (549)<br>Bank and other borrowings 8 (564) (441)<br>Derivative financial instruments 6 – (32)<br>(4,047) (1,022)<br>Net current liabilities (1,297) (431)<br>Non-current liabilities<br>Bank and other borrowings 8 (2,503) (3,172)<br>Derivative financial instruments 6 (29) (16)<br>(2,532) (3,188)<br>Net assets 3,402 3,653<br>Equity capital and reserves<br>Share capital 9 25 25<br>Share premium 10 15 14<br>Merger relief reserve 2,998 2,998<br>Cash flow hedge reserve 8 2<br>Retained earnings 356 614<br>Total equity 3,402 3,653<br>Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own Statement of Comprehensive<br>Income. The Company reported a loss for the year ended 31 December 2024 of £44m (2023: loss of £35m).<br>The Financial Statements on pages 215 to 220 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and<br>Paul Edgecliffe-Johnson on 6 March 2025.<br>Andy Ransom Paul Edgecliffe-Johnson<br>Chief Executive Chief Financial Officer<br>Registered number: 05393279<br>Rentokil Initial plc<br>Annual Report 2024 215<br>Strategic Report Corporate Governance Financial Statements Other Information
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Parent Company Statement of Changes in Equity<br>For the year ended 31 December<br>Share<br>capital<br>£m<br>Share<br>premium<br>£m<br>Merger relief<br>reserve<br>£m<br>Cash flow<br>hedge<br>reserve<br>£m<br>Cost of<br>hedging<br>£m<br>Retained<br>earnings<br>£m<br>Total<br>equity<br>£m<br>At 1 January 2023 25 9 2,998 1 – 824 3,857<br>Loss for the year – – – – – (35) (35)<br>Other comprehensive income:<br>Movement on cash flow hedge – – – 1 – – 1<br>Total comprehensive income for the year – – – 1 – (35) (34)<br>Transactions with owners:<br>Gain on stock options – 5 – – – – 5<br>Dividends paid to equity shareholders – – – – – (201) (201)<br>Share-based payments charged to profit and loss – – – – – 4 4<br>Share-based payments debited to investments – – – – – 23 23<br>Tax related to items taken directly to equity – – – – – (1) (1)<br>At 31 December 2023 25 14 2,998 2 – 614 3,653<br>Loss for the year – – – – – (44) (44)<br>Other comprehensive income: –<br>Movement on cash flow hedge – – – 6 – – 6<br>Tax related to items taken directly to other<br>comprehensive income – – – – – (3) (3)<br>Total comprehensive income for the year – – – 6 – (47) (41)<br>Transactions with owners:<br>Gain on stock options – 1 – – – – 1<br>Dividends paid to equity shareholders – – – – – (229) (229)<br>Share-based payments charged to profit and loss – – – – – 4 4<br>Share-based payments debited to investments – – – – – 16 16<br>Tax related to items taken directly to equity – – – – – (2) (2)<br>At 31 December 2024 25 15 2,998 8 – 356 3,402<br>Shares of £nil (2023: £nil) have been netted against retained earnings. This represents 11.4m (2023: 13.0m) shares held by the Rentokil Initial<br>Employee Share Trust. The market value of these shares at 31 December 2024 was £45m (2023: £57m). Dividend income from, and voting rights<br>on, the shares held by the Trust have been waived.<br>216 Rentokil Initial plc<br>Annual Report 2024
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Notes to the Parent Company Financial Statements<br>1. Accounting convention<br>These Financial Statements are prepared on a going concern basis, using the historical cost convention (as modified to include the revaluation<br>of certain financial instruments), and are prepared in accordance with the Companies Act 2006 as applicable to companies using Financial<br>Reporting Standard 101 Reduced Disclosure Framework (FRS 101). In preparing these Financial Statements, the Company applies the recognition,<br>measurement, and disclosure requirements of UK-adopted International Accounting Standards (IAS) in conformity with the requirements of the<br>Companies Act 2006 (Adopted IFRSs), but makes amendments where necessary in order to comply with the Companies Act 2006 and has<br>set out below where advantage of the FRS 101 disclosure exemptions has been taken. The results of Rentokil Initial plc are included in the<br>Consolidated Financial Statements of Rentokil Initial plc, which are presented on pages 162 to 214.<br>The Company has taken advantage of the following disclosure exemptions under FRS 101, all of which have equivalent disclosures included<br>in the Consolidated Financial Statements:<br>• the requirements of paragraphs 45(b) and 46–52 of IFRS 2 Share-based Payment;<br>• the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66, and B67<br>of IFRS 3 Business Combinations;<br>• the requirements of IFRS 7 Financial Instruments: Disclosures;<br>• the requirements of paragraphs 91–99 of IFRS 13 Fair Value Measurement;<br>• the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: (i) paragraph 79(a)<br>(iv) of IAS 1; (ii) paragraph 73(e) of IAS 16 Property, Plant and Equipment; (iii) paragraph 118(e) of IAS 38 Intangible Assets; (iv) paragraphs 76 and<br>79(d) of IAS 40 Investment Property; and (v) paragraph 50 of IAS 41 Agriculture;<br>• the requirements of paragraphs 10(d), 10(f), and 134–136 of IAS 1 Presentation of Financial Statements;<br>• the requirements of IAS 7 Statement of Cash Flows;<br>• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;<br>• the requirements of paragraph 17 of IAS 24 Related Party Disclosures;<br>• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group,<br>provided that any subsidiary which is a party to the transaction is wholly owned by such a member;<br>• the requirements of paragraphs 134(d)–134(f) and 135(c)–135(e) of IAS 36 Impairment of Asset; and<br>• the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes.<br>2. Material accounting policies<br>Critical accounting estimates and judgements<br>The preparation of Financial Statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires<br>the Company’s Directors to exercise judgement in applying the Company’s accounting policies.<br>The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based<br>on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.<br>In the future, actual experience may differ from these estimates and assumptions. Estimates and assumptions have been reviewed to assess<br>whether significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is present;<br>there were no estimates nor assumptions found to have such significant risk.<br>Investments<br>Investments held as fixed assets are stated at cost less provision for any impairment. In the opinion of the Directors, the value of such investments<br>are not less than shown at the balance sheet date.<br>Borrowings<br>Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost (where<br>hedge accounting is not applied); any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the<br>profit and loss account over the period of the borrowings using the effective interest method.<br>Borrowings are classified as current liabilities unless the Company has a continuing right to defer settlement of the liability for at least 12 months<br>after the balance sheet date under its committed bank credit facilities.<br>Deferred tax<br>Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs<br>from its tax base, except for differences arising on:<br>• the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither<br>accounting nor taxable profit; and<br>• investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and<br>it is probable that the difference will not reverse in the foreseeable future.<br>Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the<br>difference can be utilised.<br>The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are<br>expected to apply when the deferred tax assets/liabilities are settled/recovered.<br>Financial instruments and risk management<br>The Company policy in respect of financial instruments and risk management is disclosed in Section C of the Notes to the Consolidated Financial<br>Statements on pages 196 to 205. Disclosures have been made on financial instruments as required by the Companies Act 2006.<br>Expected credit loss calculations are performed annually for intercompany debtors and are a probability-weighted estimate of credit losses based<br>on the Company’s historical credit loss experience adjusted for debt-specific factors.<br>Share capital<br>Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity.<br>Rentokil Initial plc<br>Annual Report 2024 217<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Parent Company Financial Statements<br>continued<br>Share-based compensation<br>The Group operates two equity-settled share-based long-term incentive plans (LTIPs): the Performance Share Plan and the Restricted Share<br>Plan. The economic cost of awarding shares and share options to employees is recognised as an expense in the income statement, equivalent<br>to the fair value of the benefit awarded. The fair value of the Performance Share Plan is determined by reference to option pricing models,<br>principally stochastic and adjusted Black-Scholes models. The fair value of the Restricted Share Plan is determined by reference to an adjusted<br>Black-Scholes model. The charge for both plans is recognised in the income statement over the vesting period of the award. At each balance<br>sheet date, the Group revises its estimate of the number of shares that vest or options that are expected to become exercisable. Any revision to<br>the original estimates is reflected in the income statement with a corresponding adjustment to equity immediately to the extent it relates to past<br>service, and the remainder over the rest of the vesting period.<br>Dividend distribution<br>Dividend distribution to the Company’s shareholders is recognised as a liability in the Financial Statements in the period in which the dividends<br>are approved by the Company’s shareholders. Interim dividends are recognised when paid. See Note D1 to the Consolidated Financial<br>Statements for details of dividends proposed in the year.<br>3. Investments<br>2024<br>£m<br>2023<br>£m<br>At 1 January 4,438 4,415<br>Share-based payments to employees of subsidiaries 16 23<br>At 31 December 4,454 4,438<br>At 31 December 2024, Rentokil Initial Holdings Limited is the Company’s sole direct subsidiary undertaking. All other indirect subsidiary<br>undertakings are listed on pages 207 to 214.<br>4. Debtors<br>2024<br>£m<br>2023<br>£m<br>Amounts falling due within one year:<br>Amounts owed by subsidiary undertakings – non-interest-bearing loans (repayable on demand) 2,740 20<br>Other debtors 9 –<br> 2,749 20<br>Amounts falling due after more than one year:<br>Amounts owed by subsidiary undertakings – interest-bearing loan (with effective interest rate of 2.5%) 2,750 2,750<br>Amounts owed by subsidiary undertakings due after one year relates to an interest-bearing loan that matures in July 2026.<br>5. Deferred tax assets<br>2024<br>£m<br>2023<br>£m<br>The deferred tax asset is made up as follows:<br>LTIP 12 13<br>Tax losses 11 14<br>Cash flow hedge reserve (2) –<br> 21 27<br>The Company is within the scope of the UK domestic top-up tax rules enacted in Finance (No.2) Act 2023. The legislation is effective for the<br>Company’s financial year beginning 1 January 2024.<br>Based on the Group assessment of the exposure to Pillar 2 income taxes, no top-up tax charge is expected for the Company so there is no<br>current tax exposure.<br>The Company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar 2 income<br>taxes, as provided in the amendments to IAS 12 issued in May 2023.<br>FRS 101 provides exemption from the disclosure requirements of paragraphs 88C and 88D of IAS 12 Income Taxes provided that equivalent<br>disclosures are included in the consolidated financial statements of the Group in which the Company is consolidated. Further information about<br>the Pillar 2 impact on the Group can be found in the Notes to the Consolidated Financial Statements in Note A12.<br>218 Rentokil Initial plc<br>Annual Report 2024
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6. Derivative financial instruments<br>Fair value<br>assets<br>2024<br>£m<br>Fair value<br>assets<br>2023<br>£m<br>Fair value<br>liabilities<br>2024<br>£m<br>Fair value<br>liabilities<br>2023<br>£m<br>Interest rate swaps (level 2):<br>– non-hedge 5 66 (21) (46)<br>– cash flow hedge 1 4 (8) (2)<br> 6 70 (29) (48)<br>Analysed as follows:<br>Current portion – 13 – (32)<br>Non-current portion 6 57 (29) (16)<br> 6 70 (29) (48)<br>Cash flow hedge accounting has been applied to derivatives (marked as cash flow hedge in the table above) in accordance with IFRS 9.<br>Where no hedge accounting has been applied, related derivatives have been marked as ‘non-hedge’. Any ineffectiveness on the cash flow<br>hedge is taken directly to finance costs. During the year, there was a loss of £1m (2023: £1m gain) from those derivatives relating to ineffectiveness<br>in a cash flow hedge relationship. Cash flow hedge accounting has been applied to €179m (2023: €179m) of the €500m 2026 bond, and €175m<br>(2023: €175m) of the €600m 2028 bond. The cross-currency interest rate swaps are used as hedging instruments to hedge the volatility in the<br>£/€ exchange rate of the bonds. For the year ended 31 December 2024, the amount in comprehensive income related to cash flow hedge<br>accounting was a gain of £6m (2023: £1m gain).<br>7. Creditors<br>2024<br>£m<br>2023<br>£m<br>Amounts falling due within one year:<br>Amounts due to subsidiary undertakings (non-interest-bearing loans repayable on demand) 3,480 542<br>Other creditors 3 7<br> 3,483 549<br>8. Bank and other borrowings<br>2024<br>£m<br>2023<br>£m<br>Amounts falling due within one year 564 441<br>Amounts falling due after one year 2,503 3,172<br> 3,067 3,613<br>Medium-term notes and bond debt comprises:<br>Bond<br>interest<br>coupon<br>2024<br>Effective<br>hedged<br>interest<br>rate<br>2024<br>Bond<br>interest<br>coupon<br>2023<br>Effective<br>hedged<br>interest<br>rate<br>2023<br>Current<br>€400m bond due November 2024 – – Fixed 0.950% –<br>Non-current<br>€500m bond due May 2026 Fixed 0.875% Fixed 1.36% Fixed 0.875% Fixed 2.800%<br>€850m bond due June 2027 Fixed 3.975% – Fixed 3.975% –<br>€600m bond due October 2028 Fixed 0.500% Fixed 0.94% Fixed 0.500% Fixed 2.230%<br>€600m bond due June 2030 Fixed 4.475% – Fixed 4.475% –<br>£400m bond due June 2032 Fixed 5.000% – Fixed 5.000% –<br>Average cost of bond debt at year-end rates 3.29% 2.93%<br>The Company bank debt facilities comprise:<br>Facility<br>amount<br>2024<br>£m<br>Drawn at<br>year end<br>2024<br>£m<br>Headroom<br>2024<br>£m<br>Interest rate<br>at year end<br>2024<br>%<br>Facility<br>amount<br>2023<br>£m<br>Drawn at<br>year end<br>2023<br>£m<br>Headroom<br>2023<br>£m<br>Interest rate<br>at year end<br>2023<br>%<br>Current<br>$700m term loan due October 2025 559 559 – 5.18 – – – –<br>$50m term loan due May 2025 40 – 40 0.21 – – – –<br>Non-current<br>$700m term loan due October 2025 – – – – 550 550 – 5.90<br>$1.0bn RCF due October 2029 799 – 799 0.14 785 – 785 0.14<br>The Revolving Credit Facility (RCF) was undrawn throughout 2023 and 2024. There are no financial covenants associated with the RCF or any<br>other debt facility.<br>Rentokil Initial plc<br>Annual Report 2024 219<br>Strategic Report Corporate Governance Financial Statements Other Information
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Notes to the Parent Company Financial Statements<br>continued<br>9. Share capital<br>During the year, 2,000,000 new shares were issued in relation to employee share schemes.<br>2024<br>£m<br>2023<br>£m<br>Issued and fully paid:<br>At 31 December – 2,524,539,885 shares of 1p each (2023: 2,522,539,885) 25 25<br>10. Share premium<br>2024<br>£m<br>2023<br>£m<br>At 31 December 15 14<br>11. Guarantees and contingent liabilities<br>The Company has provided guarantees in respect of bank and other borrowings held by its subsidiary undertakings. In addition, there are<br>contingent liabilities in respect of litigation, pensions, and tax. The possibility of any significant outflows in respect of these items is considered<br>to be remote.<br>12. Auditors’ remuneration<br>Note A8 to the Consolidated Financial Statements provides details of the remuneration of the Company’s auditors for the Group.<br>13. Employees<br>The monthly average number of people employed by the Company during the year was four (2023: six). Details on employee costs are in Note A9<br>to the Consolidated Financial Statements. Services for finance, taxation, treasury, legal, HR, and IT are provided by Rentokil Initial 1927 plc and<br>recharged to the Company. Information on Directors’ emoluments, share and other interests, transactions, and pension entitlements is included<br>in the Directors’ Remuneration Report in this Annual Report.<br>14. Share-based payments<br>Share-based payments for the financial year were £20m (2023: £27m), of which £4m (2023: £4m) was charged to the profit and loss account and<br>£16m (2023: £23m) was debited to investments. Share options relating to the Board of Directors are disclosed in the Directors’ Remuneration<br>Report and detailed share-based payment disclosures are shown in Note A11 to the Consolidated Financial Statements.<br>15. Related party transactions<br>The Company has not undertaken any transactions with related parties during the year, other than transactions with wholly owned related parties<br>of Rentokil Initial plc. Such transactions are exempt from disclosure under FRS 101. There were no transactions with non-wholly owned related<br>parties of Rentokil Initial plc.<br>16. Post balance sheet events<br>There have been no significant post balance sheet events affecting the Company since 31 December 2024.<br>220Rentokil Initial plc<br>Annual Report 2024
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Management’s Discussion and Analysis of<br>Financial Condition and Results of Operations<br>The following discussion should be read together with our audited Consolidated Financial Statements and the related notes thereto, included<br>elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report,<br>including information with respect to the Group’s plans and strategy for its business, includes forward-looking statements that reflect plans,<br>estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the ‘Risk Factors’ and sections<br>of this Annual Report, including ‘Cautionary Statement Regarding Forward-Looking Statements’. Therefore, actual results may differ materially<br>from those contained in any forward-looking statements.<br>The impact of macroeconomic factors on the Group’s business<br>Macroeconomic factors<br>Inflation – The Group’s cost base is largely driven by the cost of compensation for employees, the costs of required equipment (including service<br>equipment and uniforms, vehicles and fuel, and technology necessary to deliver the high-quality services), and the cost of the products being<br>used on customer premises including service contract equipment and consumables. All of these costs are subject to inflationary pressures and<br>as such, sustained elevated increases in such costs may not always be possible to pass on to customers.<br>As a result of the invasion of Ukraine in the first quarter of 2022, inflation levels globally have risen to their highest in two decades, particularly<br>impacting fuel prices, timber prices, energy prices and labour costs. This compares with the period from 2020 to 2021, when inflationary<br>pressures were typically low in the countries in which the Group operated, and therefore passing these costs onto customers has been<br>achievable. In contrast, the Group also has operations in Lebanon, a hyperinflationary country. The business in Lebanon implements frequent<br>price increases to offset the increases in costs it incurs. This demonstrates that the Group has operations in both low and high inflationary<br>markets, and is accustomed to a range of inflationary environments.<br>During 2023 and 2024, the Group has been able to pass along the incurred inflationary impacts in the form of increased prices to its customers.<br>However, the Group cannot predict the extent to which it may experience future cost increases. The Group may be prevented, in whole or in part,<br>from passing these cost increases on to its existing and prospective customers, which could have a material adverse impact on the Group’s<br>business.<br>Shortage of products or supply chain impacts – The Group does not have significant exposure to international logistics as the majority of its<br>purchased products and services are sourced in the country where they are consumed. Where there are local shortages, products are typically<br>able to be imported quickly from neighbouring markets. Where global shortages exist, such as recent microchip shortages impacting IT and<br>vehicle supply chains, the Group has been able to generally extend the life of the asset until supply chains catch up. However, should there be<br>long-term shortages of critical products or services in the future, then this may adversely impact the operational performance of the Group.<br>Labour shortages – The goods and services of the Group are sold by front line sales employees and delivered by a highly skilled technician<br>workforce. These employees are supported by functional support employees in the Group’s offices around the world. The Group typically retains<br>around 85% of employees each year, although this can vary from year to year and by market. As a result of employees leaving each year and the<br>need to replace and hire additional employees for growth, the Group has established experienced recruitment teams and processes, allowing<br>access to many different labour marketplaces. The Group has a very strong recruitment brand and offers attractive remuneration packages and<br>career development opportunities. In the future, a very significant shortage of labour in a specific geography may limit the Group’s ability to<br>service revenue opportunities while finding qualified employees and adversely impact the operational performance of the Group.<br>Key indicators of performance and financial condition<br>The Group focuses on a variety of indicators and key operating and financial metrics, including certain non-IFRS measures, to monitor the<br>financial condition and performance of its business. These metrics include Revenue, Operating profit, Adjusted Operating Profit (at CER),<br>Adjusted Profit Before Tax, Adjusted Profit After Tax, Adjusted Earnings Per Share, Adjusted Interest, EBITDA, Adjusted EBITDA, Free Cash Flow,<br>Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion, Customer Retention, Colleague Retention and Lost Time Accident Rate.<br>Revenue – Revenue results are primarily a function of the volume and pricing of the services and products provided to the Group’s customers<br>by the business, as well as the mix of services and products provided across the business. The volume of revenue is impacted by new unit sales,<br>the retention of existing customers and acquisitions. The Group serves both residential and commercial customers. During 2024, sales were<br>generated across 90 countries, with the only country accounting for greater than, or equal to, 10% of revenue from external customers being the<br>US (58%).<br>Operating profit – This measure is calculated as revenue less operating expenses, with operating expenses consisting of employee costs, direct<br>materials and services, vehicle costs, property costs, depreciation and impairment of property, plant and equipment, amortisation and impairment<br>of intangible assets, and other operating expenses. Other operating expenses include professional fees, marketing costs, amortisation of<br>contract costs and movements in bad debt provision.<br>Adjusted Operating Profit (at CER) – This is an adjusted measure and is presented before the amortisation and impairment of intangible assets<br>(excluding computer software), one-off and adjusting items (see below) and gain or loss on disposal of businesses. Given the international nature<br>of the Group’s operations, foreign exchange movements can have a significant impact on the reported results of the Group when they are<br>translated into sterling (the functional currency of the Group). In order to help understand the underlying trading performance of the business,<br>revenue and profit measures are often presented at constant exchange rates (CER). CER is calculated by translating current-year reported<br>numbers at the full-year average exchange rates for the prior year. See ‘Constant Exchange Rates (CER)’ below (page 229).<br>Rentokil Initial plc<br>Annual Report 2024 221<br>Strategic Report Corporate Governance Financial Statements Other Information
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Management’s Discussion and Analysis of Financial Condition and Results of Operations<br>continued<br>Adjusted Profit Before and After Tax – This non-IFRS measure is used to give management and investors an understanding of the underlying<br>profitability of the business over time. Adjusted Profit Before Tax is calculated by adding the following items back to profit before income tax:<br>amortisation and impairment of intangible assets (excluding computer software), one-off and adjusting items and net interest adjustments.<br>Intangible assets (excluding computer software) are recognised on acquisition of businesses which, by their nature, can vary by size and amount<br>each year. As a result, amortisation of intangibles is added back to assist with understanding the underlying trading performance of the business<br>and to allow comparability across regions and segments. One-off and adjusting items are significant expenses or income that will have a<br>distortive impact on the underlying profitability of the Group. Typical examples are costs related to the acquisition of businesses, gain or loss on<br>disposal or closure of a business, material gains or losses on disposal of fixed assets, adjustments to legacy environmental and legacy termite<br>liabilities, and payments or receipts as a result of legal disputes.<br>Net interest adjustments are other non-cash, or one-off and adjusting accounting gains and losses, that can cause material fluctuations and<br>distort understanding of the performance of the business, such as amortisation of discount on legacy provisions and gains and losses on hedge<br>accounting. These adjustments are made to aid year-on-year comparability. Adjusted Profit After Tax is calculated by adding back amortisation<br>and impairment of intangible assets (excluding computer software), one-off and adjusting items and net interest adjustments, and the tax effect<br>on these adjustments to profit before income tax.<br>Adjusted Earnings Per Share – Basic earnings per share is calculated by dividing the profit after tax attributable to equity holders of the<br>Company by the weighted average number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust<br>which are treated as cancelled, and including share options for which all conditions have been met. For diluted earnings per share, the weighted<br>average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary shares. The Group’s potentially dilutive ordinary<br>shares relate to the contingent issuable shares under the Group’s long-term incentive plans (LTIPs) to the extent that the performance conditions<br>have been met at the end of the period. These share options are issued for nil consideration to employees if performance conditions are met.<br>For the calculation of diluted earnings per share, 435,578 share options were anti-dilutive and not included in the calculation of the dilutive effect<br>as at 31 December 2024 (31 December 2023: 18,422). Adjusted Earnings Per Share is a non-IFRS measure that is calculated by dividing adjusted<br>profit after tax by the weighted average number of ordinary shares in issue. This supplemental measure is also used by management to gain an<br>understanding of the underlying earnings per share performance of the business over time and enable company-to-company comparisons.<br>Adjusted Interest – Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation<br>of discount on legacy termite provision and foreign exchange and hedge accounting ineffectiveness).<br>EBITDA – is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense, depreciation,<br>amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year.<br>Adjusted EBITDA – is calculated by adding back one-off and adjusting items to EBITDA.<br>Free Cash Flow – Free Cash Flow is a non-IFRS measure that is measured as net cash from operating activities, adjusted for cash flows related<br>to the purchase and sale of property, plant, equipment and intangible assets, cash flows related to leased assets, cash flows related to one-off<br>and adjusting items and dividends received from associates. These items are considered by management to be non-discretionary, as continued<br>investment in these assets is required to support the day-to-day operations of the business. This measure is also used by management to assess<br>how much cash there is to reinvest into the business for future growth through people, technology and M&A.<br>Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion – Adjusted Free Cash Flow is measured as Free Cash Flow adjusted for<br>product development additions and net investment hedge cash interest through other comprehensive income. This measure is also used by<br>management to determine the efficiency at which the business is able to convert profits into cash. Free Cash Flow Conversion is calculated<br>by dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed as a percentage. Adjusted Profit After Tax is defined as Adjusted<br>Profit Before Tax adjusted for the tax effect of amortisation and impairment of intangible assets (excluding computer software) and one-off and<br>adjusting items and net interest adjustments.<br>Customer Retention – Customer Retention is used to track the retention of the Group’s renewable customers and is calculated on a rolling,<br>12-month basis in order to avoid seasonal anomalies. It is defined as the total portfolio value of customers retained as a percentage of the<br>opening portfolio. The Group views Customer Retention as one of the key indicators of the long-term success of the business. Customer<br>Retention was 82.8% in the year ended 31 December 2024 and 82.3% in the year ended 31 December 2023.<br>Colleague Retention – Defined as total colleagues retained in-year as a percentage of average headcount throughout the year. Colleague<br>retention is measured on a rolling 12-month basis. The Group considers Colleague Retention to be a key driver of Customer Retention. Colleague<br>Retention was 86.6% in the year ended 31 December 2024 and 84.2% in the year ended 31 December 2023. The increase of 2.4 percentage<br>points in the year ended 31 December 2024 as compared to the year ended 31 December 2023 was a result of a wide-ranging programme<br>including: the launch of a retention dashboard and manager training; monitoring for potential issues before escalation; additional mentoring<br>resources; and an enhanced new hire and onboarding experience.<br>Lost Time Accident Rate – Defined as the number of lost time accidents per 100,000 standard working hours. The Group views Lost Time<br>Accident Rate as a key measure of the Group’s employees’ injury prevention. The rate was 0.29 in the year ended 31 December 2024 and<br>0.31 in the year ended 31 December 2023.<br>222 Rentokil Initial plc<br>Annual Report 2024
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Certain components of results of operations<br>Profit before income tax – This is calculated as revenue less operating expenses and net finance costs plus share of profit from associated<br>undertakings (net of tax).<br>Income tax expense – The income tax expense for the period comprises both current and deferred tax. Current tax expense represents the<br>amount payable on this year’s taxable profits and any adjustment relating to prior years. Taxable profits differ from accounting profits as some<br>items of income or expenditure are not taxable or deductible or may be taxable or deductible in a different accounting period.<br>The current income tax charge is calculated on the basis of the tax laws, enacted or substantively enacted at the balance sheet date, in the<br>countries where the Group’s subsidiaries and associates operate and generate taxable income. Deferred tax is an accounting adjustment to<br>provide for tax that is expected to arise in the future due to differences between accounting and tax bases. Deferred tax is determined using<br>tax rates that are expected to apply when the timing difference reverses based on tax rates which are enacted or substantively enacted at the<br>balance sheet date.<br>Profit for the year – This measure is calculated as profit before income tax less income tax expense.<br>For definitions of revenue and operating profit (including operating expenses), see ‘Key Indicators of Performance and Financial Condition’ above.<br>Results of operations<br>Following is a discussion of the Group’s results of operations for the years ended 31 December 2024 and 2023.<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Revenue 5,436 5,375 3,714 1.1 44.7<br>Operating expenses:<br>Employee costs 2,558 2,550 1,777 0.2 43.5<br>Direct materials and services 877 900 704 (2.5) 27.8<br>Vehicle costs 291 286 201 1.7 41.7<br>Property costs 107 108 82 (0.8) 32.1<br>Depreciation of property, plant and equipment 159 154 140 3.2 10.0<br>Amortisation and impairment of intangible assets 225 201 140 11.5 44.1<br>Other operating expenses 614 512 329 20.7 55.6<br>Total operating expenses 4,831 4,711 3,373 2.6 39.7<br>Net impairment losses on financial assets 56 39 24 41.4 64.1<br>Operating profit 549 625 317 (12.1) 96.9<br>Finance income 46 48 49 (4.2) (2.4)<br>Finance cost (197) (189) (79) (4.6) (137.4)<br>Share of profit from associates 7 9 9 (20.2) 5.3<br>Profit before income tax 405 493 296 (17.9) 66.9<br>Income tax expense (98) (112) (64) 12.8 (75.6)<br>Profit for the year 307 381 232 (19.4) 64.5<br>Revenue<br>Revenue increased by £61m, or 1.1%, to £5,436m in the year ended 31 December 2024 from £5,375m in the year ended 31 December 2023.<br>Foreign exchange had an adverse effect of £151m. Revenue was favourably impacted by revenues from acquisitions completed during the year<br>ended 31 December 2024 by £68m. The remaining growth of £144m is driven by the flow through of a full year of revenues from acquisitions<br>completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenues of the Group. The £144m<br>of growth above consists of £88m from the Pest Control segment, £39m from the Hygiene & Wellbeing segment, £16m from the France Workwear<br>segment and £1m from the Central segment. See ‘Revenue by Geographical Locations’ and ‘Revenue by Business Segment’ for further<br>discussion.<br>Operating expenses<br>Operating expenses increased by £120m, or 2.6%, to £4,831m in the year ended 31 December 2024 from £4,711m in the year ended 31 December<br>2023.<br>Employee costs<br>Employee costs increased by £8m, or 0.2%, to £2,558m in the year ended 31 December 2024 from £2,550m in the year ended 31 December<br>2023. This was as a result of an increase in the number of employees due to businesses acquired during the year ended 31 December 2024,<br>growth during the year ended 31 December 2024, and globally higher wage inflation.<br>Rentokil Initial plc<br>Annual Report 2024 223<br>Strategic Report Corporate Governance Financial Statements Other Information
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Management’s Discussion and Analysis of Financial Condition and Results of Operations<br>continued<br>Direct materials and services<br>Direct materials and services decreased by £23m, or 2.5%, to £877m in the year ended 31 December 2024 from £900m in the year ended<br>31 December 2023.<br>Vehicle costs<br>Vehicle costs increased by £5m, or 1.7%, to £291m in the year ended 31 December 2024 from £286m in the year ended 31 December 2023.<br>Property costs<br>Property costs decreased by £1m, or 0.8%, to £107m in the year ended 31 December 2024 from £108m in the year ended 31 December 2023.<br>Depreciation and impairment of property, plant and equipment<br>Depreciation and impairment of property, plant and equipment increased by £5m, or 3.2%, to £159m in the year ended 31 December 2024 from<br>£154m in the year ended 31 December 2023.<br>Amortisation and impairment of intangible assets<br>Amortisation and impairment of intangible assets increased by £24m, or 11.5%, to £225m in the year ended 31 December 2024 from £201m in<br>the year ended 31 December 2023 mainly as a result of goodwill impairments of £28m in Argentina, Brazil, Hong Kong, Israel and Lebanon.<br>Other operating expenses<br>Other operating expenses increased by £102m, or 20.7%, to £614m in the year ended 31 December 2024 from £512m in the year ended<br>31 December 2023, largely due to businesses acquired during the years ended 31 December 2023 and 31 December 2024.<br>Operating profit<br>Operating profit decreased by £76m, or 12.1%, to £549m in the year ended 31 December 2024 from £625m in the year ended 31 December 2023.<br>The decrease in operating profit was a result of the increase in revenue of £61m, or 1.1%, to £5,436m in the year ended 31 December 2024 from<br>£5,375m in the year ended 31 December 2023 offset by the increase in operating expenses of £120m, or 2.6%, to £4,831m in the year ended<br>31 December 2024 from £4,711m in the year ended 31 December 2023.<br>Profit before income tax<br>Profit before income tax decreased by £88m, or 17.9%, to £405m in the year ended 31 December 2024 from £493m in the year ended 31 December<br>2023 due to the decrease in operating profit by £76m, or 12.1%, to £549m in the year ended 31 December 2024 from £625m in the year ended<br>31 December 2023, with net finance costs increasing by £10m, or 7.1%, to £151m in the year ended 31 December 2024 from £141m in the year ended<br>31 December 2023.<br>Income tax expense<br>Income tax expense decreased by £14m, or 12.8%, to £98m in the year ended 31 December 2024 from £112m in the year ended 31 December<br>2023 due to lower profits and recognition of a deferred tax asset on previously unrecognised tax losses. The effective tax rate of 24.2% in the<br>year ended 31 December 2024 is higher than the effective tax rate of 22.7% in the year ended 31 December 2023 due to there being significant<br>one-off net prior year tax credits in 2023.<br>Profit for the year<br>Profit for the year decreased by £74m, or 19.4%, to £307m in the year ended 31 December 2024 from £381m in the year ended 31 December 2023.<br>The decrease in profit was a result of the decrease in profit before income tax of £88m, or 17.9%, to £405m in the year ended 31 December 2024<br>from £493m in the year ended 31 December 2023 partially offset by the decrease in income tax expenses of £14m, or 12.8%, to £98m in the year<br>ended 31 December 2024 from £112m in the year ended 31 December 2023.<br>224 Rentokil Initial plc<br>Annual Report 2024
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Revenue by geographical location<br>Following is a discussion of the Group’s revenues by geographical location for the years ended 31 December 2024 and 2023. For the year<br>ended 31 December 2024, revenue from North America, Europe, UK & Sub-Saharan Africa, Asia & MENAT and Pacific accounted for 60%,<br>20%, 8%, 7% and 5% of the Group’s total revenue, respectively. For the year ended 31 December 2023, revenue from North America, Europe,<br>UK & Sub-Saharan Africa, Asia & MENAT and Pacific accounted for 62%, 20%, 7%, 6% and 5% of the Group’s total revenue, respectively.<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Revenue:<br>North America1 3,260 3,306 1,849 (1.4) 78.7<br>International<br>Europe2 1,114 1,081 941 3.1 14.9<br>UK & Sub-Saharan Africa3 435 390 365 11.5 6.6<br>Asia & MENAT4 354 339 321 4.2 5.6<br>Pacific5 262 249 227 5.3 10.0<br>Sub-total International 2,165 2,059 1,854 5.1 11.1<br>Central 11 10 11 7.8 (4.4)<br>Total 5,436 5,375 3,714 1.1 44.7<br>1. North America includes the US and Canada.<br>2. Europe includes France, Germany, Benelux (Belgium, The Netherlands and Luxembourg), Central Eastern Europe, Southern Europe, Nordics (Norway, Sweden,<br>Finland, Denmark and Poland), Latin America and Caribbean (including Puerto Rico).<br>3. UK & Sub-Saharan Africa includes UK, Ireland, Baltics and Sub-Saharan Africa (South Africa, Kenya, Tanzania, Mozambique and Malawi). During 2023, internal<br>management reporting structures changed and revenue has been represented for 2022 under the new structure. As a result of this change, revenue of £5m<br>was moved from UK & Sub-Saharan Africa – Pest Control to Central in 2022.<br>4. Asia & MENAT includes India, China, Indonesia, Malaysia and other Asian countries and MENAT (Turkey, United Arab Emirates, Saudi Arabia, Jordan, Ghana and Lebanon).<br>5. Pacific includes Australia, New Zealand and Fiji.<br>North America<br>Revenue decreased by £46m, or 1.4%, to £3,260m in the year ended 31 December 2024 from £3,306m in the year ended 31 December 2023.<br>Foreign exchange had an adverse effect of £87m. Revenue was favourably impacted by revenues from acquisitions completed during the year<br>ended 31 December 2024 by £22m. The remaining growth of £19m is driven by the flow through of a full year of revenue from acquisitions<br>completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region, partially offset<br>by the closure of the Paragon distribution business with effect from 1 April 2024, impacting revenue adversely by £45m.<br>Including the impact of M&A and foreign exchange, contract revenue decreased by £32m to £2,206m in the year ended 31 December 2024 from<br>£2,238m in the year ended 31 December 2023, job revenue increased by £60m to £764m in the year ended 31 December 2024 from £704m in<br>the year ended 31 December 2023 and product revenue decreased by £35m to £314m in the year ended 31 December 2024 from £349m in the<br>year ended 31 December 2023.<br>Europe<br>Revenue increased by £33m, or 3.1%, to £1,114m in the year ended 31 December 2024 from £1,081m in the year ended 31 December 2023.<br>This increase was driven by France increasing by £12m, or 3.3%, to £392m in the year ended 31 December 2024 from £380m in the year ended<br>31 December 2023, Germany, which increased by £10m, or 6.5%, to £144m in the year ended 31 December 2024 from £134m in the year ended<br>31 December 2023, Southern Europe, which increased by £9m, or 4.9%, to £204m in the year ended 31 December 2024 from £195m in the year<br>ended 31 December 2023 and Benelux, which increased by £4m, or 3.4%, to £119m in the year ended 31 December 2024 from £115m in the year<br>ended 31 December 2023.<br>Foreign exchange had an adverse effect of £38m. Revenue was favourably impacted by revenue from acquisitions completed during the year<br>ended 31 December 2024 by £10m. The remaining growth of £61m is driven by the flow through of a full year of revenue from acquisitions<br>completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region. Growth was<br>driven by both volume and pricing, and with a strong contribution from Pest Control and Workwear.<br>Including the impact of M&A and foreign exchange, contract revenue grew by £37m to £900m in the year ended 31 December 2024 from £863m<br>in the year ended 31 December 2023 and job revenue decreased by £6m to £160m in the year ended 31 December 2024 from £166m in the year<br>ended 31 December 2023.<br>Rentokil Initial plc<br>Annual Report 2024225<br>Strategic Report Corporate Governance Financial Statements Other Information
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Management’s Discussion and Analysis of Financial Condition and Results of Operations<br>continued<br>UK & Sub-Saharan Africa<br>Revenue increased by £45m, or 11.5%, to £435m in the year ended 31 December 2024 from £390m in the year ended 31 December 2023.<br>This increase was driven by UK, Ireland and Baltics increasing revenue by £43m, or 12.2%, to £394m for the year ended 31 December 2024 from<br>£351m in the year ended 31 December 2023 and Sub-Saharan Africa increasing revenue by £2m, or 4.6%, to £41m in the year ended 31 December<br>2024 from £39m in the year ended 31 December 2023.<br>Foreign exchange had an adverse effect of £2m. Revenue was favourably impacted by revenue from acquisitions completed during the year<br>ended 31 December 2024 by £24m. The remaining growth of £23m is driven by the flow through of a full year of revenue from acquisitions<br>completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region.<br>Including the impact of M&A and foreign exchange, contract revenue grew by £17m to £300m in the year ended 31 December 2024 from £283m<br>in the year ended 31 December 2023 and job revenue increased by £30m to £133m in the year ended 31 December 2024 from £103m in the year<br>ended 31 December 2023.<br>Asia & MENAT<br>Revenue increased by £15m, or 4.2%, to £354m in the year ended 31 December 2024 from £339m in the year ended 31 December 2023.<br>This revenue increase was driven by Asia increasing revenue by £12m, or 4.0%, to £304m in the year ended 31 December 2024 from £292m in<br>the year ended 31 December 2023, and MENAT increasing by £3m, or 5.3%, to £50m in the year ended 31 December 2024 from £47m in the year<br>ended 31 December 2023. Pricing was complemented with volume growth, as markets overall remained structurally supportive.<br>Foreign exchange had an adverse effect of £14m. Revenue was favourably impacted by revenue from acquisitions completed during the year<br>ended 31 December 2024 by £8m. The remaining growth of £21m is driven by the flow through of a full year of revenue from acquisitions<br>completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region.<br>Including the impact of M&A and foreign exchange, contract revenue grew by £13m to £281m in the year ended 31 December 2024 from £268m<br>in the year ended 31 December 2023 and product revenue increased by £2m to £25m in the year ended 31 December 2024 from £23m in the<br>year ended 31 December 2023.<br>Pacific<br>Revenue increased by £13m, or 5.3%, to £262m in the year ended 31 December 2024 from £249m in the year ended 31 December 2023.<br>This revenue increase was driven by Australia increasing revenue by £13m, or 7.4%, to £194m in the year ended 31 December 2024 from £181m<br>in the year ended 31 December 2023. Growth was driven by sustained momentum in both contract and jobbing work, despite weather related<br>challenges affecting rural and trackspray operations during the year.<br>Foreign exchange had an adverse effect of £10m. Revenue was favourably impacted by revenue from acquisitions completed during the year<br>ended 31 December 2024 by £4m. The remaining growth of £19m is driven by the flow through of a full year of revenue from acquisitions<br>completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region.<br>Including the impact of M&A and foreign exchange, contract revenue grew by £5m to £190m in the year ended 31 December 2024 from £185m<br>in the year ended 31 December 2023, and job revenue increased by £9m to £69m in the year ended 31 December 2024 from £60m in the year<br>ended 31 December 2023.<br>Revenue by business segment<br>Following is a discussion of the Group’s revenues by business segment for the years ended 31 December 2024 and 2023. For the year ended<br>31 December 2024, Pest Control, Hygiene & Wellbeing and France Workwear segments accounted for 79%, 17% and 4% of total revenue,<br>respectively. For the year ended 31 December 2023, Pest Control, Hygiene & Wellbeing and France Workwear segments accounted for 80%,<br>16% and 4% of total revenue, respectively.<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Revenue:<br>Pest Control 4,287 4,286 2,690 0.1 59.2<br>Hygiene & Wellbeing 908 858 821 5.7 4.6<br>France Workwear 230 221 192 4.3 15.3<br>Central 11 10 11 7.8 (4.4)<br>Total 5,436 5,375 3,714 1.1 44.7<br>Pest Control<br>Revenue increased by £1m, or 0.1%, to £4,287m in the year ended 31 December 2024 from £4,286m in the year ended 31 December 2023.<br>Foreign exchange had an adverse effect of £121m. Revenue was favourably impacted by revenue from acquisitions completed during the year<br>ended 31 December 2024 by £34m. The remaining growth of £88m is driven by the flow through of a full year of revenue from acquisitions<br>completed in the year ended 31 December 2023 alongside organic actions taken to increase the existing revenue of the segment, partially offset<br>by the closure of the Paragon distribution business with effect from 1 April 2024, impacting revenue adversely by £45m.<br>Including the impacts of M&A and foreign exchange, contract revenue grew by £7m to £2,913m in the year ended 31 December 2024 from<br>£2,906m in the year ended 31 December 2023, job revenue increased by £64m to £1,055m in the year ended 31 December 2024 from £991m in<br>the year ended 31 December 2023, and product revenue was down by £30m to £352m in the year ended 31 December 2024 from £382m in the<br>year ended 31 December 2023.<br>226Rentokil Initial plc<br>Annual Report 2024
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Hygiene & Wellbeing<br>Revenue increased by £50m, or 5.7%, to £908m in the year ended 31 December 2024 from £858m in the year ended 31 December 2023.<br>Foreign exchange had an adverse effect of £23m. Revenue was favourably impacted by revenue from acquisitions completed during the year<br>ended 31 December 2024 by £34m. The remaining growth of £39m is driven by the flow through of a full year of revenue from acquisitions<br>completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the segment.<br>France Workwear<br>Revenue increased by £9m, or 4.3%, to £230m in the year ended 31 December 2024 from £221m in the year ended 31 December 2023.<br>Foreign exchange had an adverse effect of £7m. Growth came from strong new business sales performance, including key account gains<br>and upselling.<br>Operating expenses by geographic region<br>Following is a discussion of the Group’s operating expenses by geographic region for the years ended 31 December 2024 and 2023.<br>North America<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 1,468 1,473 866 (0.3) 70.0<br>Direct materials and services 501 526 370 (4.7) 42.2<br>Vehicle costs 158 160 98 (1.4) 62.7<br>Property costs 58 57 30 2.2 91.9<br>Depreciation of property, plant and equipment 29 29 22 (0.4) 32.9<br>Amortisation of intangible assets 123 126 69 (2.6) 84.0<br>Other operating expenses 458 445 217 2.8 105.2<br>Total 2,795 2,816 1,672 (0.8) 68.5<br>Operating expenses decreased by £21m, or 0.8%, to £2,795m in the year ended 31 December 2024 from £2,816m in the year ended 31 December<br>2023. The main driver of this decrease was direct materials and services which decreased by £25m, or 4.7%, to £501m in the year ended<br>31 December 2024 from £526m in the year ended 31 December 2023, as a result of a decrease in revenue. This was partially offset by an increase<br>in other operating expenses of £13m, or 2.8%, to £458m in the year ended 31 December 2024 from £445m in the year ended 31 December 2023.<br>Europe<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 485 472 398 2.8 18.3<br>Direct materials and services 138 147 129 (6.2) 14.5<br>Vehicle costs 72 71 50 1.8 40.7<br>Property costs 24 24 31 (1.2) (21.2)<br>Depreciation of property, plant and equipment 87 82 74 5.9 10.5<br>Amortisation and impairment of intangible assets 40 25 29 61.6 (13.9)<br>Other operating expenses 93 79 78 17.8 1.0<br>Total 939 900 789 4.4 14.0<br>Operating expenses increased by £39m, or 4.4%, to £939m in the year ended 31 December 2024 from £900m in the year ended 31 December<br>2023. The main driver of this was amortisation and impairment of intangible assets which increased by £15m, or 61.6%, to £40m in the year ended<br>31 December 2024 from £25m in the year ended 31 December 2023 as a result of goodwill impairments in Argentina, Brazil and Israel. Further<br>drivers of this increase were other operating expenses, which increased by £14m, or 17.8%, to £93m in the year ended 31 December 2024 from<br>£79m in the year ended 31 December 2023 and employee costs which increased by £13m, or 2.8%, to £485m in the year ended 31 December<br>2024 from £472m in the year ended 31 December 2023, as a result of an increase in the number of employees due to businesses acquired during<br>the year ended 31 December 2024 and growth during the year ended 31 December 2024.<br>UK & Sub-Saharan Africa<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 179 157 144 13.2 8.9<br>Direct materials and services 54 49 46 10.4 5.8<br>Vehicle costs 27 26 19 5.6 35.8<br>Property costs 8 8 14 (0.5) (42.9)<br>Depreciation of property, plant and equipment 15 14 13 10.2 6.7<br>Amortisation of intangible assets 6 6 – 4.0 –<br>Other operating expenses 46 46 43 0.1 7.3<br>Total 335 306 279 9.5 9.5<br>Operating expenses increased by £29m, or 9.5%, to £335m in the year ended 31 December 2024 from £306m in the year ended 31 December<br>2023. The main driver of this was employee costs which increased by £22m, or 13.2%, to £179m in the year ended 31 December 2024 from £157m<br>in the year ended 31 December 2023, due to businesses acquired during the year ended 31 December 2024. A further driver of this increase<br>was direct materials and services which increased by £5m, or 10.4%, to £54m in the year ended 31 December 2024 from £49m in the year ended<br>31 December 2023, due to businesses acquired during the year ended 31 December 2024.<br>Rentokil Initial plc<br>Annual Report 2024 227<br>Strategic Report Corporate Governance Financial Statements Other Information
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Management’s Discussion and Analysis of Financial Condition and Results of Operations<br>continued<br>Asia & MENAT<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 187 174 166 6.3 5.1<br>Direct materials and services 66 65 60 2.3 7.2<br>Vehicle costs 17 17 17 3.8 (2.5)<br>Property costs 8 8 6 4.1 40.0<br>Depreciation of property, plant and equipment 12 13 14 (7.9) (3.3)<br>Amortisation and impairment of intangible assets 22 11 20 100.5 (46.2)<br>Other operating expenses 9 18 15 (49.3) 23.3<br>Total 321 306 298 4.6 2.8<br>Operating expenses increased by £15m, or 4.6%, to £321m in the year ended 31 December 2024 from £306m in the year ended 31 December<br>2023. The main driver of this increase was employee costs which increased by £13m, or 6.3%, to £187m in the year ended 31 December 2024 from<br>£174m in the year ended 31 December 2023, as a result of an increase in the number of employees due to businesses acquired during the year<br>ended 31 December 2024, growth during the year ended 31 December 2024, and inflationary cost increases. Another driver of the increase<br>was amortisation of intangible assets which increased by £11m, or 100.5%, to £22m in the year ended 31 December 2024 from £11m in the year<br>ended 31 December 2023, due to goodwill impairments in Hong Kong and Lebanon. This was partially offset by a reduction in other operating<br>expenses of £9m, or 49.3%, to £9m in the year ended 31 December 2024 from £18m in the year ended 31 December 2023.<br>Pacific<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 124 117 109 6.0 8.4<br>Direct materials and services 32 31 26 2.5 17.4<br>Vehicle costs 12 12 14 7.0 (14.5)<br>Property costs 5 5 1 5.8 313.5<br>Depreciation of property, plant and equipment 15 14 14 7.2 (0.6)<br>Amortisation of intangible assets 8 6 5 28.3 31.6<br>Other operating expenses 19 17 18 10.3 (8.5)<br>Total 215 202 187 6.6 8.0<br>Operating expenses increased by £13m, or 6.6%, to £215m in the year ended 31 December 2024 from £202m in the year ended 31 December<br>2023. The main driver of this increase was employee costs which increased by £7m, or 6.0%, to £124m in the year ended 31 December 2024<br>from £117m in the year ended 31 December 2023, as a result of an increase in the number of employees due to businesses acquired during the<br>year ended 31 December 2024, growth during the year ended 31 December 2024, and wage inflationary impacts.<br>Operating expenses by business segment<br>Following is a discussion of the Group’s operating expenses by business segment for the years ended 31 December 2024 and 2023.<br>Pest Control<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 1,994 1,976 1,298 0.9 52.3<br>Direct materials and services 614 639 466 (3.9) 37.0<br>Vehicle costs 228 229 149 (0.2) 53.4<br>Property costs 82 81 58 1.1 40.7<br>Depreciation of property, plant and equipment 51 49 40 3.0 24.2<br>Amortisation and impairment of intangible assets 187 166 119 13.1 39.1<br>Other operating expenses 513 497 258 3.2 121.1<br>Total 3,669 3,637 2,388 0.9 52.3<br>Operating expenses increased by £32m, or 0.9%, to £3,669m in the year ended 31 December 2024 from £3,637m in the year ended 31 December<br>2023. The main driver of this was amortisation of intangible assets, which increased by £21m, or 13.1%, to £187m in the year ended 31 December<br>2024 from £166m in the year ended 31 December 2023 due to businesses acquired during the period and goodwill impairments of £28m in<br>Argentina, Brazil, Hong Kong, Israel and Lebanon. Employee costs increased by £18m, or 0.9%, to £1,994m in the year ended 31 December 2024<br>from £1,976m in the year ended 31 December 2023 as a result of an increase in the number of employees due to businesses acquired during the<br>year ended 31 December 2024, and globally higher wage inflation. Other operating expenses increased by £16m, or 3.2%, to £513m in the year<br>ended 31 December 2024 from £497m in the year ended 31 December 2023 due to businesses acquired during the year ended 31 December<br>2024. These were partially offset by direct materials and services decreasing by £25m, or 3.9%, to £614m in the year ended 31 December 2024<br>from £639m in the year ended 31 December 2023.<br>228 Rentokil Initial plc<br>Annual Report 2024
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Hygiene & Wellbeing<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 347 318 298 8.4 7.0<br>Direct materials and services 166 167 154 (0.3) 8.0<br>Vehicle costs 47 45 42 4.5 8.3<br>Property costs 16 15 16 2.6 (3.6)<br>Depreciation of property, plant and equipment 52 53 52 (0.1) 0.4<br>Amortisation of intangible assets 11 8 3 41.0 210.8<br>Other operating expenses 108 103 99 5.2 3.9<br>Total 747 709 664 5.3 6.8<br>Operating expenses increased by £38m, or 5.3%, to £747m in the year ended 31 December 2024 from £709m in the year ended 31 December<br>2023. The main drivers of this were employee costs which increased by £29m, or 8.4%, to £347m in the year ended 31 December 2024 from<br>£318m in the year ended 31 December 2023 as a result of an increase in the number of employees due to businesses acquired during the year<br>and other operating expenses which increased by £5m, or 5.2%, to £108m in the year ended 31 December 2024 from £103m in the year ended<br>31 December 2023 as a result of businesses acquired during the year.<br>France Workwear<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Employee costs 103 99 89 2.9 11.7<br>Direct materials and services 11 12 11 (6.3) 14.6<br>Vehicle costs 11 11 8 4.0 47.0<br>Property costs 5 5 7 3.5 (29.5)<br>Depreciation of property, plant and equipment 55 50 45 9.3 12.3<br>Amortisation of intangible assets – 1 – (9.4) 14.0<br>Other operating expenses 4 6 2 (33.8) 148.8<br>Total 189 184 162 3.0 13.7<br>Operating expenses increased by £5m, or 3.0%, to £189m in the year ended 31 December 2024 from £184m in the year ended 31 December 2023.<br>The main driver of this was employee costs which increased by £4m, or 2.9%, to £103m in the year ended 31 December 2024 from £99m in the<br>year ended 31 December 2023 as a result of strong growth in the period requiring more processing and delivery employees.<br>Non-IFRS measures<br>The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures as defined under<br>IFRS, but management believes that these measures provide valuable additional information for users of the Financial Statements, in order to<br>better understand the underlying trading performance in the year from activities that will contribute to future performance. The Group’s internal<br>strategic planning process is also based on these measures and they are used for management incentive purposes. They should be viewed as<br>complements to, and not replacements for, the comparable IFRS measures. Other companies may use similarly labelled measures which are<br>calculated differently from the way the Group calculates them, which limits their usefulness as comparative measures. Accordingly, investors<br>should not place undue reliance on these non-IFRS measures.<br>The following sets out an explanation and the reconciliation to the nearest IFRS measure for each non-IFRS measure.<br>Constant exchange rates (CER)<br>Given the international nature of the Group’s operations, foreign exchange movements can have a significant impact on the reported results of<br>the Group when they are translated into sterling (the presentation currency of the Group). In order to help understand the underlying trading<br>performance of the business, revenue and profit measures are often presented at constant exchange rates. CER is calculated by translating<br>current-year reported numbers at the full-year average exchange rates for the prior year. It is used to give management and other users of the<br>accounts clearer comparability of underlying trading performance against the prior period by removing the effects of changes in foreign<br>exchange rates. The major exchange rates used for 2024 are £/$ 1.2773 (2023: 1.2441) and £/€ 1.1818 (2023: 1.1503). Comparisons are with the<br>year ended 31 December 2023 unless otherwise stated.<br>Rentokil Initial plc<br>Annual Report 2024229<br>Strategic Report Corporate Governance Financial Statements Other Information
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Management’s Discussion and Analysis of Financial Condition and Results of Operations<br>continued<br>Adjusted expenses and profit measures<br>Adjusted expenses and profit measures are used to give investors and management a further understanding of the underlying profitability of the<br>business over time by stripping out income and expenses that can distort results due to their size and nature. Adjusted profit measures are<br>calculated by adding the following items back to the equivalent IFRS profit measure:<br>• amortisation and impairment of intangible assets (excluding computer software);<br>• one-off and adjusting items; and<br>• net interest adjustments.<br>Intangible assets (such as customer lists and brands) are recognised on acquisition of businesses which, by their nature, can vary by size and<br>amount each year. Capitalisation of innovation-related development costs will also vary from year to year. As a result, amortisation of intangibles<br>is added back to assist with understanding the underlying trading performance of the business and to allow comparability across regions and<br>categories (see table on page 174).<br>One-off and adjusting items are significant expenses or income that will have a distortive impact on the underlying profitability of the Group.<br>Typical examples are costs related to the acquisition of businesses, gain or loss on disposal or closure of a business, material gains or losses on<br>disposal of fixed assets, adjustments to legacy environmental and legacy termite liabilities, and payments or receipts as a result of legal disputes.<br>An analysis of one-off and adjusting items is set out below.<br>Net interest adjustments are other non-cash, or one-off and adjusting accounting gains and losses, that can cause material fluctuations and<br>distort understanding of the performance of the business, such as amortisation of discount on legacy provisions and gains and losses on hedge<br>accounting.<br>Adjusted expenses are one-off and adjusting items, and Adjusted Interest. Adjusted profit measures used are Adjusted Operating Profit,<br>Adjusted Profit Before and After Tax, and Adjusted EBITDA. Adjusted Earnings Per Share is also reported, derived from Adjusted Profit After Tax.<br>One-off and adjusting items<br>An analysis of one-off and adjusting items is set out below.<br>One-off and adjusting items<br>cost/(income)<br>£m<br>One-off and adjusting items<br>tax impact<br>£m<br>One-off and adjusting items<br>cash (outflow)/inflow<br>£m<br>2022<br>Acquisition and integration costs 5 (2) (13)<br>Fees relating to Terminix acquisition 68 (4) (38)<br>Terminix integration costs 62 (14) (32)<br>UK pension scheme – return of surplus – – 22<br>Other 1 – 2<br>Total 136 (20) (59)<br>2023<br>Acquisition and integration costs 13 (2) (13)<br>Fees relating to Terminix acquisition 1 – (25)<br>Terminix integration costs 81 (21) (74)<br>Other 3 (1) 5<br>Total 98 (24) (107)<br>2024<br>Acquisition and integration costs 9 (3) (15)<br>Terminix integration costs 59 (15) (60)<br>Other 18 (5) (2)<br>Total 86 (23) (77)<br>Adjusted Interest<br>Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation of discount on legacy<br>provisions and foreign exchange and hedge accounting ineffectiveness).<br>2024<br>AER<br>£m<br>2023<br>AER<br>£m<br>Finance cost 197 189<br>Finance income (46) (48)<br>Add back:<br>Amortisation of discount on legacy provisions (10) (11)<br>Foreign exchange and hedge accounting ineffectiveness (3) 11<br>Adjusted Interest 138 141<br>230Rentokil Initial plc<br>Annual Report 2024
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Adjusted Operating Profit<br>Adjusted Operating Profit is calculated by adding back one-off and adjusting items, and amortisation and impairment of intangible assets<br>to operating profit.<br>2024<br>£m<br>2023<br>£m<br>Operating profit 549 625<br>Add back:<br>One-off and adjusting items 86 98<br>Amortisation and impairment of intangible assets¹ 199 175<br>Adjusted Operating Profit (at AER) 834 898<br>Effect of foreign exchange 26 –<br>Adjusted Operating Profit (at CER) 860 898<br>1. Excluding computer software.<br>Adjusted Profit Before and After Tax<br>Adjusted Profit Before Tax is calculated by adding back net interest adjustments, one-off and adjusting items, and amortisation and impairment of<br>intangible assets to profit before tax. Adjusted Profit After Tax is calculated by adding back net interest adjustments, one-off and adjusting items,<br>amortisation and impairment of intangible assets, and the tax effect on these adjustments to profit after tax..<br>2024<br>IFRS<br>measures<br>£m<br>Net interest<br>adjustments<br>£m<br>One-off<br>and<br>adjusting<br>items<br>£m<br>Amortisation<br>and<br>impairment of<br>intangibles1<br>£m<br>Non-IFRS<br>measures<br>£m<br>Profit before income tax 405 13 86 199 703 Adjusted Profit Before Tax<br>Income tax expense (98) (3) (23) (43) (167) Tax on Adjusted Profit<br>Profit for the period 307 10 63 156 536 Adjusted Profit After Tax<br>2023<br>IFRS<br>measures<br>£m<br>Net interest<br>adjustments<br>£m<br>One-off<br>and<br>adjusting<br>items<br>£m<br>Amortisation<br>and<br>impairment of<br>intangibles1<br>£m<br>Non-IFRS<br>measures<br>£m<br>Profit before income tax 493 – 98 175 766 Adjusted Profit Before Tax<br>Income tax expense (112) (2) (24) (44) (182) Tax on Adjusted Profit<br>Profit for the period 381 (2) 74 131 584 Adjusted Profit After Tax<br>1. Excluding computer software.<br>EBITDA and Adjusted EBITDA<br>EBITDA is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense, depreciation,<br>amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year. Adjusted EBITDA is calculated by adding<br>back one-off and adjusting items to EBITDA.<br>2024<br>£m<br>2023<br>£m<br>Profit for the period 307 381<br>Add back:<br>Finance income (46) (48)<br>Finance cost 197 189<br>Share of profit from associates net of tax (7) (9)<br>Income tax expense 98 112<br>Depreciation 308 300<br>Other non-cash expenses 35 30<br>Amortisation and impairment of intangible assets¹ 199 175<br>EBITDA 1,091 1,130<br>One-off and adjusting items 86 98<br>Adjusted EBITDA 1,177 1,228<br>1. Excluding computer software.<br>Rentokil Initial plc<br>Annual Report 2024 231<br>Strategic Report Corporate Governance Financial Statements Other Information
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Management’s Discussion and Analysis of Financial Condition and Results of Operations<br>continued<br>Adjusted Earnings Per Share<br>Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of<br>shares in issue during the year, and is explained in Note A2 to the Consolidated Financial Statements. Adjusted Earnings Per Share is calculated<br>by dividing adjusted profit from continuing operations attributable to equity holders of the Company by the weighted average number of ordinary<br>shares in issue and is shown below.<br>For Adjusted Diluted Earnings Per Share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive<br>ordinary shares. The Group’s potentially dilutive ordinary shares are explained in Note A2 to the Consolidated Financial Statements.<br>2024<br>£m<br>2023<br>£m<br>Profit attributable to equity holders of the Company 307 381<br>Add back:<br>Net interest adjustments 13 –<br>One-off and adjusting items 86 98<br>Amortisation and impairment of intangibles1 199 175<br>Tax on above items2 (69) (70)<br>Adjusted profit attributable to equity holders of the Company 536 584<br>Weighted average number of ordinary shares in issue (million) 2,521 2,516<br>Adjustment for potentially dilutive shares (million) 7 11<br>Weighted average number of ordinary shares for diluted earnings per share (million) 2,528 2,527<br>Basic Adjusted Earnings Per Share 21.25p 23.19p<br>Diluted Adjusted Earnings Per Share 21.19p 23.08p<br>1. Excluding computer software.<br>2. The tax effect on add-backs is as follows: one-off and adjusting items £23m (2023: £24m); amortisation and impairment of intangibles £43m (2023: £44m); and,<br>net interest adjustments £3m (2023: £2m).<br>Adjusted cash measures<br>The Group aims to generate sustainable cash flow in order to support its acquisition programme and to fund dividend payments to shareholders.<br>Management considers that this is useful information for investors. Adjusted cash measures in use are Free Cash Flow, Adjusted Free Cash Flow,<br>and Adjusted Free Cash Flow Conversion.<br>Free Cash Flow<br>Free Cash Flow is measured as net cash flows from operating activities, adjusted for cash flows related to the purchase and sale of property,<br>plant, equipment and intangible assets, cash flows related to leased assets, cash flows related to one-off and adjusting items, and dividends<br>received from associates. These items are considered by management to be non-discretionary, as continued investment in these assets is<br>required to support the day-to-day operations of the business. Free Cash Flow is used by management for incentive purposes and is a measure<br>shared with and used by investors.<br>A reconciliation of net cash flows from operating activities in the Consolidated Cash Flow Statement to Free Cash Flow is provided in the table<br>below.<br>2024<br>£m<br>2023<br>£m<br>Net cash flows from operating activities 678 737<br>Purchase of property, plant and equipment (171) (167)<br>Purchase of intangible assets (44) (44)<br>Capital element of lease payments and initial direct costs incurred (145) (151)<br>Proceeds from sale of property, plant, equipment and software 4 14<br>Cash impact of one-off and adjusting items 77 107<br>Dividends received from associates 11 4<br>Free Cash Flow 410 500<br>232 Rentokil Initial plc<br>Annual Report 2024
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Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion<br>Adjusted Free Cash Flow Conversion is provided to demonstrate to investors the proportion of Adjusted Profit After Tax that is converted to cash. It is<br>calculated by dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed as a percentage. Adjusted Free Cash Flow is measured as<br>Free Cash Flow adjusted for product development additions and net investment hedge cash interest through other comprehensive income. Product<br>development additions are adjusted due to their variable size and non-underlying nature. Net investment hedge cash interest through other<br>comprehensive income is adjusted because the cash relates to an item that is not recognised in Adjusted Profit After Tax.<br>2024<br>£m<br>2023<br>£m<br>Free Cash Flow 410 500<br>Product development additions 9 10<br>Net investment hedge cash interest through other comprehensive income 10 12<br>Adjusted Free Cash Flow (a) 429 522<br>Adjusted Profit After Tax (b) 536 584<br>Adjusted Free Cash Flow Conversion (a/b) 80.0% 89.4%<br>The nearest IFRS-based equivalent measure to Adjusted Free Cash Flow Conversion would be Cash Conversion, which is shown in the table below<br>to provide a comparison in the calculation. Cash Conversion is calculated as net cash flows from operating activities divided by profit attributable to<br>equity holders of the Company, expressed as a percentage. Management considers that this is useful information for investors as it gives an<br>indication of the quality of profits, and ability of the Group to turn profits into cash flows.<br>2024<br>£m<br>2023<br>£m<br>Net cash flows from operating activities (a) 678 737<br>Profit attributable to equity holders of the Company (b) 307 381<br>Cash Conversion (a/b) 221.0% 193.4%<br>Adjusted Effective Tax Rate (Adjusted ETR)<br>Adjusted Effective Tax Rate is used to show investors and management the rate of tax applied to the Group’s Adjusted Profit Before Tax.<br>The measure is calculated by dividing Adjusted Income Tax Expense by Adjusted Profit Before Tax, expressed as a percentage.<br>2024<br>£m<br>2023<br>£m<br>Income tax expense 98 112<br>Tax adjustments on:<br>Amortisation and impairment of intangible assets1 43 44<br>Net interest adjustments 3 2<br>One-off and adjusting items 23 24<br>Adjusted Income Tax Expense (a) 167 182<br>Adjusted Profit Before Tax (b) 703 766<br>Adjusted Effective Tax Rate (a/b) 23.8% 23.8%<br>1. Excluding computer software.<br>The Group’s effective tax rate (ETR) for 2024 on reported profit before tax was 24.2% (2023: 22.7%). The Group’s Adjusted ETR before<br>amortisation of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2024 was<br>23.8% (2023: 23.8%). This compares with a blended rate of tax for the countries in which the Group operates of 25.3% (2023: 25.1%). The Group’s<br>low tax rate in 2024 is primarily attributable to the recognition of deferred tax on losses of £9m (2023: £3m).<br>The Group’s tax charge and Adjusted ETR will be influenced by the global mix and level of profits, changes in future tax rates and other tax<br>legislation, foreign exchange rates, the utilisation of brought-forward tax losses on which no deferred tax asset has been recognised, the<br>resolution of open issues with various tax authorities, acquisitions and disposals.<br>Rentokil Initial plc<br>Annual Report 2024 233<br>Strategic Report Corporate Governance Financial Statements Other Information
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Management’s Discussion and Analysis of Financial Condition and Results of Operations<br>continued<br>Liquidity and capital resources<br>The primary source of the Group’s liquidity over the past two years was cash generated from operations. These funds were generally used to pay<br>interest, taxes and dividends, and to fund capital expenditure and acquisitions, and the Group expects to continue to fund future operating and<br>capital needs. The Group considers its working capital to be sufficient for its present requirements.<br>Cash flow activity<br>Following is a discussion of the Group’s cash flows for the years ended 31 December 2024 and 2023.<br>Cash flows from operating, investing and financing activities, as reflected in the accompanying Consolidated Cash Flow Statement, are<br>summarised in the following table:<br>2024<br>£m<br>2023<br>£m<br>2022<br>£m<br>% change<br>2024 2023<br>Net cash provided from (used for):<br>Operating activities 678 737 600 (8.0) 22.8<br>Investing activities (373) (416) (1,197) 10.3 65.2<br>Financing activities (752) (361) 1,323 (108.3) (127.4)<br>Net (decrease)/increase in cash and cash equivalents (447) (40) 726 (1,017.5) (105.6)<br>Cash and cash equivalents at the beginning of the year 832 879 242 (5.3) 263.2<br>Exchange losses on cash and cash equivalents (13) (7) (89) (85.7) 94.4<br>Cash and cash equivalents at end of the financial year 372 832 879 (55.3) (5.2)<br>Operating activities<br>Net cash inflows from operating activities decreased by £59m, or 8.0%, to £678m in the year ended 31 December 2024, from £737m in the year<br>ended 31 December 2023. Operating Profit decreased by £76m, to £549m in the year ended 31 December 2024 from £625m in the year ended<br>31 December 2023. Within Operating Profit, non-cash items moved as follows: (i) depreciation and impairment of property, plant and equipment<br>increased by £5m to £159m in the year ended 31 December 2024 from £154m in the year ended 31 December 2023, due to businesses acquired<br>during the period; (ii) depreciation of leased assets increased by £3m to £123m in the year ended 31 December 2024 from £120m in the year<br>ended 31 December 2023; and (iii) amortisation and impairment of intangible assets (excluding computer software) increased by £24m to £199m<br>in the year ended 31 December 2024, from £175m in the year ended 31 December 2023, due to businesses acquired during the period and<br>goodwill impairments of £28m in Argentina, Brazil, Hong Kong, Israel and Lebanon.<br>Working capital outflow increased £42m to £165m in the year ended 31 December 2024, from £123m in the year ended 31 December 2023, due to<br>termite provision payments and overall growth in the business. This is reflected in the trade and other receivables outflow, increasing by £9m to<br>£38m in the year ended 31 December 2024 from £29m in the year ended 31 December 2023, and the trade and other payables and provisions<br>outflow increasing by £41m to £101m in the year ended 31 December 2024, from £60m in the year ended 31 December 2023. The net impact of<br>interest and tax paid outflow was a decrease of £35m to £231m in the year ended 31 December 2024 from £266m in the year ended 31 December<br>2024, due to relatively higher cash balances in 2024, lower bond interest on unhedged euro bonds as sterling strengthened against the euro, and<br>lower profits.<br>Investing activities<br>Net cash outflows from investing activities decreased by £43m, or 10.3%, to £373m in the year ended 31 December 2024 from £416m in the year<br>ended 31 December 2023. The main drivers of this decrease were acquisitions of companies and businesses decreasing by £70m to £172m in<br>the year ended 31 December 2024 from £242m in the year ended 31 December 2023 partially offset by disposal of investment in associate<br>decreasing by £19m to £nil in the year ended 31 December 2024 from £19m in the year ended 31 December 2023 and proceeds from sale of<br>property, plant and equipment decreasing by £10m to £4m in the year ended 31 December 2024 from £14m in the year ended 31 December 2023.<br>Financing activities<br>Net cash outflows from financing activities increased by £391m to £752m in the year ended 31 December 2024 from £361m in the year ended<br>31 December 2023. The main drivers of this decrease were debt repayments increasing by £369m to £369m for the year ended 31 December<br>2024, from £nil in the year ended 31 December 2023 due to the repayment of the €400m bond and dividends paid increasing by £28m to £229m<br>in the year ended 31 December 2024 from £201m in the year ended 31 December 2023.<br>234 Rentokil Initial plc<br>Annual Report 2024
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Directors’ Report<br>The Directors submit their report and audited Financial Statements<br>of the Company and the Group to the members of Rentokil Initial plc<br>(the Company) for the year ended 31 December 2024.<br>The Corporate Governance Report for the year on pages 92 to 153<br>forms part of the Directors’ Report, together with the sections of the<br>Annual Report incorporated by reference.<br>The Company has chosen to disclose the following information in the<br>Strategic Report on pages 4 to 90:<br>• an indication of likely future developments in the business of the<br>Company;<br>• an indication of the Company’s research and development activities;<br>• details of our colleagues and human rights (Responsible Business,<br>pages 65, 66 and 82);<br>• engagement with colleagues, customers, suppliers, and others<br>(pages 110 to 113);<br>• information on greenhouse gas emissions and energy use<br>(Responsible Business, pages 79); and<br>• principal risks and uncertainties (Risks and Uncertainties, pages 83<br>to 89).<br>The Strategic Report and the Directors’ Report constitute the<br>management report as required under the Disclosure and<br>Transparency Rule 4.1.8R. Information to be disclosed under Listing<br>Rule 6.6.1R in relation to the allotment of shares for cash and waiver<br>of dividends is set out on page 236. No other paragraphs under Listing<br>Rule 6.6.1R apply.<br>Company constitution<br>Rentokil Initial plc is a public company incorporated in England and<br>Wales, with company number 5393279. The Company is a holding<br>company with limited trading in its own right and with subsidiary<br>undertakings in 80 countries (the Group operates in 89 countries).<br>The Company’s related undertakings are listed on pages 207 to 214.<br>Articles of association<br>The articles of association set out the internal regulations of the<br>Company and cover such matters as the rights of shareholders, the<br>conduct of the Board, and general meetings. The articles themselves<br>may be amended by special resolution of the shareholders (by at<br>least 75% of the votes cast by those voting in person or by proxy).<br>Subject to company law and the articles of association, the Directors<br>may exercise all the powers of the Company and may delegate<br>authority to committees, and day-to-day management and decision<br>making to individual Executive Directors. The Company’s objects are<br>unrestricted. The articles of association are available to shareholders<br>on request and are displayed on our website.<br>Re-election of Directors<br>In accordance with the articles of association, Directors can be<br>appointed by the Board and must be subsequently elected by<br>shareholders at a general meeting. In accordance with the articles<br>of association and the UK Corporate Governance Code (the Code),<br>Directors submit themselves for re-election annually. Directors can<br>be removed, and their replacements appointed, by shareholders in<br>a general meeting.<br>Information on our Board of Directors, including their biographical<br>details, and changes during 2024, can be found in the Corporate<br>Governance Report on pages 92 to 153. All the Directors will be<br>standing for re-election at the 2025 AGM.<br>The notice periods of the current Directors are set out in the Directors’<br>Remuneration Report on pages 151 and 153.<br>A pro-forma of the Non-Executive Directors’ letter of appointment<br>is available on our website along with the Chair’s letter<br>of appointment.<br>Directors’ powers<br>Under the articles of association, the Directors are responsible for the<br>management of the business of the Company and may exercise all the<br>powers of the Company subject to the provisions of relevant statutes<br>and the Company’s articles of association. For example, the articles<br>contain specific provisions and restrictions regarding the Company’s<br>power to borrow money. The articles of association also give power<br>to the Board to appoint and replace Directors as detailed above.<br>Powers relating to the issuing of shares are also included in the<br>articles of association and such authorities are renewed by<br>shareholders each year at the AGM, as detailed on page 236.<br>Directors’ interests<br>The beneficial interests of the Directors, including the interests of any<br>connected persons, in the share capital of the Company are shown<br>on page 140. During the year, no Director had any material interest<br>in any contract of significance to the Group’s business. There have<br>been no changes to the beneficial interests of the Directors between<br>31 December 2024 and the date of this report.<br>General meetings<br>AGMs require 21 clear days’ notice to shareholders. Subject to the<br>Companies Act 2006, other general meetings require 14 clear<br>days’ notice.<br>For all general meetings, a quorum of two shareholders is required.<br>An ordinary resolution requires the affirmative vote of a majority of the<br>votes of those persons voting at a meeting at which there is a quorum.<br>A special resolution requires the affirmative vote of not less than<br>three-quarters of the persons voting at a meeting at which there is<br>a quorum.<br>Dividend<br>The Directors have recommended a final dividend of 5.93p per share<br>for the financial year ended 31 December 2024. Payment of this<br>dividend is subject to shareholder approval at the 2025 AGM. Further<br>information on the Company’s dividend policy can be found on page<br>56 and the key dates for the final dividend can be found on page 239.<br>Share capital<br>The Company’s share capital during the year consisted of ordinary<br>shares of 1p each. There were 2,524,539,885 shares in issue at<br>31 December 2024, which represents 100% of the Company’s issued<br>share capital (2023: 2,522,539,885). The principal markets for trading<br>in our securities are the London Stock Exchange and the New York<br>Stock Exchange. Our securities are listed on both markets under the<br>stock symbol ‘RTO’.<br>At 31 December 2024, the proportion of ordinary shares represented<br>by American Depositary Shares (ADSs) was 13.37% of the issued share<br>capital of the Company. At 31 December 2024, there were 10,021<br>registered holders of ordinary shares, of which 104 were based in the<br>US, and there were seven record holders of ADSs, all of which were<br>based in the US.<br>All ordinary shares carry the same rights and no shareholder enjoys<br>any preferential rights, regardless of the size of their holding. Each<br>ordinary share (other than treasury shares, which have no voting<br>rights) carries the right to vote at a general meeting of the Company.<br>The Company did not hold any treasury shares between 31 December<br>2023 and 31 December 2024 and accordingly the Company did not<br>sell any treasury shares. The Company’s articles of association provide<br>that, on a show of hands, every member who is present in person or<br>by proxy at a general meeting of the Company shall have one vote.<br>On a poll, every member who is present in person or by proxy shall<br>have one vote for every share of which they are a holder.<br>Rentokil Initial plc<br>Annual Report 2024235<br>Strategic Report Corporate Governance Financial Statements Other Information
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Directors’ Report<br>continued<br>The articles do not contain special control rights or restrictions on<br>transfer or limitations on the holding of ordinary shares and no<br>requirements for the prior approval of any transfers. There are no<br>restrictions under the Articles that would limit the rights of persons<br>not resident in the UK to own or vote in relation to ordinary shares.<br>No person holds securities in the Company carrying special rights<br>with regard to control of the Company. The Company is not aware<br>of any agreements between holders of securities that may result<br>in restrictions on the transfer of securities or on voting rights.<br>Authority for the Company to allot shares or grant rights to subscribe<br>for shares up to an aggregate nominal amount of £16,800,000 was<br>obtained at the AGM on 8 May 2024. The authority remains in force<br>and approval will be sought from shareholders at the 2025 AGM to<br>renew the authority for a further year.<br>During the year, a total of 2 million ordinary shares with an aggregate<br>nominal value of £20,000 were allotted to Computershare Nominees<br>(Channel Islands) Limited, the account nominee of Computershare<br>Trustees (Jersey) Limited, which acts as trustee for the Rentokil Initial<br>Employee Share Trust (the Trustee). The shares were issued to satisfy<br>awards that vested in 2024 under the Company’s Performance<br>Share Plan.<br>Details of the shares held by the Trustee are contained beneath the<br>Consolidated Statement of Changes in Equity table on page 164.<br>As at 31 December 2024, the Trustee holds on trust 0.45% of the<br>issued share capital of the Company to satisfy awards that vest under<br>the Company’s Performance Share Plan, the Deferred Bonus Plan, and<br>the Terminix Share Plan. The Trustee has agreed to waive any right to<br>all dividend payments on shares held by it, and the voting rights in<br>relation to these shares are exercised by the Trustee. The Trustee may<br>vote or abstain from voting with the shares, or accept or reject any<br>offer relating to the shares, in any way it sees fit, without incurring any<br>liability and without being required to give reasons for its decision.<br>Repurchase of shares<br>Authority for the Company to make purchases of its own shares of<br>up to 252,000,000 shares was obtained at the AGM on 8 May 2024<br>and such authority will be valid until the 2025 AGM. No purchases<br>of its shares were made by the Company during 2024. The authority<br>is normally renewed annually and approval will be sought from<br>shareholders at the 2025 AGM to renew the authority for a<br>further year.<br>Change of control provisions<br>There are a number of agreements that take effect, alter, or terminate<br>upon a change of control of the Company, such as some financial and<br>commercial agreements, and employee long-term incentive or share<br>plans. None of these are deemed to be significant in terms of their<br>potential impact on the Group as a whole. A description of the Group’s<br>debt funding arrangements is set out in Note C7 to the Financial<br>Statements. Note C1 describes the change of control provisions<br>relating to the Group’s Euro Medium-Term Notes Programme.<br>Political donations<br>It is the Company’s policy not to make payments to political<br>organisations. The Company does, however, maintain a shareholder<br>authority to make payments of a political nature but does so only in<br>order to ensure that the Company has authority from shareholders for<br>the limited number of activities associated with the operation of the<br>business which might be caught by the broad definition of payments<br>of a political nature contained within current legislation. There were<br>no payments to political organisations during 2024 (2023: £nil).<br>Financial risk management<br>Details of financial risk management and the relevant policies and<br>certain exposures of the Company are disclosed in Note C1, on<br>pages 196 and 197 of the Financial Statements.<br>Post balance sheet events<br>There have been no significant post balance sheet events affecting<br>the Group since 31 December 2024.<br>Major shareholders<br>The Company has been notified pursuant to the Disclosure Guidance<br>and Transparency Rules (DTR 5) that the following shareholders held,<br>or were beneficially interested in, 3% or more of the Company’s issued<br>share capital at 31 December 2024. The information provided below<br>was correct at the date of notification, which may not have been within<br>the current financial year. It should be noted that these holdings are<br>likely to have changed since the Company was notified. However,<br>notification of any change is not required until the next notifiable<br>threshold is crossed.<br>%<br>No. of ordinary<br>shares<br>Date of<br>notification<br>of interest<br>BlackRock, Inc. 6.09 154,286,083 11/11/24<br>Janus Henderson Group plc 5.23 132,128,126 09/09/24<br>GIC Private Limited 5.00 126,256,312 25/06/24<br>The Capital Group Companies, Inc. 4.73 119,645,760 26/04/24<br>Citigroup Global Markets Limited 3.76 94,839,249 24/10/22<br>Ameriprise Financial, Inc.2 4.87 122,117,456 18/10/22<br>FMR LLC 4.32 108,487,628 18/10/22<br>T. Rowe Price International Ltd 4.92 91,554,981 28/02/22<br>Schroders plc 4.91 89,878,920 15/12/16<br>Invesco Ltd 4.89 89,477,118 22/08/16<br>Majedie Asset Management Ltd1 5.61 101,963,126 07/03/14<br>AXA S.A. 4.80 87,093,421 19/10/10<br>1. Subsequent to the notification Liontrust Portfolio Management Ltd<br>acquired Majedie Asset Management.<br>2. Ameriprise Financial, Inc. includes Threadneedle Asset Management<br>Holdings Ltd.<br>Between 31 December 2024 and the date of this report, the Company<br>received the following notifications:<br>%<br>No. of ordinary<br>shares<br>Date of<br>notification<br>of interest<br>GIC Private Limited 6.57 165,940,382 10/01/25<br>236Rentokil Initial plc<br>Annual Report 2024
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Equal opportunities<br>The Company regards equality and fairness as a fundamental right<br>of all of its colleagues. Every colleague is required to support the<br>Company to meet its commitment to provide equal opportunities in<br>employment and avoid unlawful discrimination. People with disabilities<br>have full and fair consideration for all vacancies, and disability is<br>not seen to be an inhibitor to employment or career development.<br>Appropriate arrangements are made for the continued employment<br>and training, career development, and promotion of disabled persons<br>employed by the Company. In the event of any colleague becoming<br>disabled while with the Company, their needs and abilities would be<br>assessed and, where possible, we would work to retain them and seek<br>to offer alternative employment to them if they were no longer able to<br>continue in their current role.<br>Engagement with employees, suppliers,<br>customers, and others<br>We have c.68,500 colleagues in our workforce. We consider our<br>workforce to be those colleagues who are employed directly by us,<br>and we do not include contractors or agency workers in this group.<br>We employ our colleagues directly wherever possible in order<br>to invest in their training, to ensure their full understanding and<br>compliance with our policies, including health and safety procedures,<br>to allow them to build relationships with our customers, and to<br>become more efficient. The number of contractors or agency<br>workers throughout the business is not sufficiently material to<br>identify and engage with them as a separate stakeholder group.<br>However, like our colleagues, our contractors and agency workers<br>must operate under our Code of Conduct and we will engage with<br>them wherever practicable.<br>A summary of the methods we use to engage with our colleagues<br>(including UK employees), suppliers, customers, and our other key<br>stakeholders, is provided on pages 110 and 113. The section 172(1)<br>statement can be found on page 81 and details of principal decisions<br>taken by the Board during 2024 can be found on page 107. Examples<br>of how the Board had regard for stakeholders in its decisions and the<br>effect of that regard are shown on page 107. More than 1,200<br>managers and technical experts participate in our Performance Share<br>Plan (see page 131). We do not currently offer an all-employee share<br>scheme but we will continue to keep this under review.<br>Branches<br>The Company, through various subsidiaries, has branches in several<br>different jurisdictions in which the business operates outside the UK.<br>Directors’ indemnity and insurance<br>The Directors are ultimately responsible for most aspects of the<br>Company’s business dealings. They can face significant personal<br>liability under criminal or civil law, or the UK Listing, Prospectus,<br>Disclosure Guidance and Transparency Rules, and equivalent US<br>regulation, and can face a range of penalties, including censure,<br>fines, and imprisonment. The Company considers that it is in its<br>best interests to protect individuals who serve as Directors from<br>the consequences of innocent error or omission, since this enables<br>the Company to continue to attract prudent, appropriately qualified<br>individuals to act as Directors.<br>The Company maintained at its expense a directors’ and officers’<br>liability insurance policy throughout the year to afford an indemnity<br>in certain circumstances for the benefit of Group personnel, including<br>the Directors. This insurance cover remains in place. The policy does<br>not provide cover where the Director or officer has acted fraudulently<br>or dishonestly.<br>In addition, the Company has granted indemnities in favour of<br>Directors which were in force throughout 2024 and up to the signing<br>of this report, as permitted by sections 232 to 235 of the Companies<br>Act 2006. In general terms, the indemnities protect Directors to the<br>extent permissible by law from all costs and expenses incurred in the<br>defence of any civil or criminal proceedings in which judgement is<br>given in their favour, or the proceedings are otherwise disposed of<br>without finding fault or where there is a successful application to<br>court for relief from liability. The indemnity operates to the extent<br>that the Director is not able to recover the relevant amounts under<br>the Company’s directors’ and officers’ liability insurance.<br>Related party transactions<br>Other than in respect of arrangements relating to the employment of<br>Directors, details of which are provided in the Directors’ Remuneration<br>Report, or as set out in Note D4 on page 206 of the Financial<br>Statements, which also provides details of transactions with joint<br>ventures and associate entities, there is no indebtedness owed to or<br>by the Company to any colleague or any other person considered to<br>be a related party.<br>Disclosure of information to the auditor<br>The Directors confirm that, insofar as each of them is aware, there<br>is no relevant audit information (as defined by section 418(3) of the<br>Companies Act 2006) of which the Company’s auditor is unaware; and<br>each Director has taken all of the steps that should have been taken<br>to ensure that they are each aware of any relevant audit information<br>(as defined by section 418(3) of the Companies Act 2006) and to<br>establish that the Company’s auditors are aware of that information.<br>Going concern<br>The Directors, having made enquiries as set out on page 167,<br>consider that the Company and the Group have adequate resources<br>to continue in operation for a period of at least 12 months from the<br>date of approval of these annual Financial Statements. For this reason,<br>they consider it appropriate to adopt the going concern basis in<br>preparing the Financial Statements.<br>Further details on the Group’s net debt, borrowing facilities, and<br>financial risk management policies are provided in Section C Financing<br>of the Notes to the Financial Statements on pages 196 to 205.<br>Rentokil Initial plc<br>Annual Report 2024 237<br>Strategic Report Corporate Governance Financial Statements Other Information
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Directors’ Report<br>continued<br>Statement of Directors’ responsibilities<br>in respect of the financial statements<br>The Directors are responsible for preparing the Annual Report and the<br>financial statements in accordance with applicable law and regulation.<br>Company law requires the Directors to prepare financial statements<br>for each financial year. Under that law, the Directors have prepared<br>the Group financial statements in accordance with UK-adopted<br>international accounting standards and the Parent Company financial<br>statements in accordance with United Kingdom Generally Accepted<br>Accounting Practice (United Kingdom Accounting Standards,<br>comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable<br>law). In preparing the Group financial statements, the Directors<br>have also elected to comply with International Financial Reporting<br>Standards issued by the International Accounting Standards Board<br>(IFRSs as issued by IASB).<br>Under company law, Directors must not approve the financial<br>statements unless they are satisfied that they give a true and fair view<br>of the state of affairs of the Group and Parent Company, and of the<br>profit or loss of the Group for that period. In preparing the financial<br>statements, the Directors are required to:<br>• select suitable accounting policies and then apply them consistently;<br>• state whether applicable UK-adopted international accounting<br>standards and IFRSs issued by IASB have been followed for the Group<br>financial statements, and United Kingdom Accounting Standards,<br>comprising FRS 101, have been followed for the Parent Company<br>financial statements, subject to any material departures disclosed<br>and explained in the financial statements;<br>• make judgements and accounting estimates that are reasonable and<br>prudent; and<br>• prepare the financial statements on the going concern basis unless it<br>is inappropriate to presume that the Group and Parent Company will<br>continue in business.<br>The Directors are responsible for safeguarding the assets of the Group<br>and Parent Company and hence for taking reasonable steps for the<br>prevention and detection of fraud and other irregularities.<br>The Directors are also responsible for keeping adequate accounting<br>records that are sufficient to show and explain the Group’s and Parent<br>Company’s transactions and disclose with reasonable accuracy at<br>any time the financial position of the Group and Parent Company,<br>and enable them to ensure that the financial statements and the<br>Directors’ Remuneration Report comply with the Companies Act 2006.<br>The Directors are responsible for the maintenance and integrity of<br>the Parent Company’s website. Legislation in the United Kingdom<br>governing the preparation and dissemination of financial statements<br>may differ from legislation in other jurisdictions.<br>Directors’ confirmations<br>Each of the Directors, whose names and functions are listed in<br>pages 94 and 95 of the Annual Report confirm that, to the best of<br>their knowledge:<br>• the Group Financial Statements, which have been prepared in<br>accordance with UK-adopted international accounting standards and<br>IFRSs as issued by the IASB, give a true and fair view of the assets,<br>liabilities, financial position, and profit of the Group;<br>• the Parent Company Financial Statements, which have been prepared<br>in accordance with United Kingdom Accounting Standards, comprising<br>FRS 101, give a true and fair view of the assets, liabilities, and financial<br>position of the Parent Company;<br>• the Annual Report includes a fair review of the development and<br>performance of the business and the position of the Group and Parent<br>Company, together with a description of the principal risks and<br>uncertainties that it faces; and<br>• the Directors consider that the Annual Report, which includes the<br>Directors’ Remuneration Report and the Financial Statements, taken<br>as a whole, is fair, balanced, and understandable, and provides the<br>information necessary for shareholders to assess the Group’s and the<br>Company’s position and performance, business model, and strategy.<br>The Directors’ Report on pages 92 to 153 and pages 235 to 238 and<br>the Strategic Report on pages 4 to 91 were approved by a duly<br>authorised Committee of the Board of Directors and signed on its<br>behalf by Rachel Canham, Group General Counsel & Company<br>Secretary, on 6 March 2025.<br>Rachel Canham<br>Group General Counsel & Company Secretary<br>6 March 2025<br>Registered office:<br>Compass House, Manor Royal,<br>Crawley, West Sussex, RH10 9PY.<br>Registered in England and Wales No: 5393279<br>238 Rentokil Initial plc<br>Annual Report 2024
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Additional Shareholder Information<br>Rentokil Initial plc ordinary shares are listed on the London Stock<br>Exchange and on the New York Stock Exchange in the form of ADSs.<br>Registrar<br>The Company’s Registrar is Equiniti Limited (Equiniti or EQ).<br>All enquiries relating to the administration of shareholdings,<br>dividends, change of address, and lost share certificates for<br>the Company’s ordinary shares should be directed to Equiniti.<br>Information and advice can be found on its website.<br>Contacting Equiniti:<br>help.shareview.co.uk<br>0333 207 6581 (+44 (0)333 207 6581 if calling from outside<br>the UK).<br>Lines are open 8.30am to 5.30pm (UK time), Monday to Friday<br>(excluding public holidays in England and Wales).<br>Equiniti, Aspect House, Spencer Road, Lancing, West Sussex,<br>BN99 6DA.<br>Shareview Portfolio service<br>You can manage your shareholding online via Equiniti’s Shareview<br>Portfolio at shareview.co.uk. This allows shareholders to access<br>a range of information about their shareholdings on registers<br>maintained by Equiniti and includes shareholding details (such as<br>name and address), indicative share prices, recent balance changes,<br>and dividend information.<br>Share dealing services<br>Equiniti offers shareholders a dealing service which allows you to buy<br>or sell Rentokil Initial plc shares.<br>shareview.co.uk<br>0371 384 2233 (+44 (0)371 384 2233 if calling from outside the UK).<br>Calls are charged at standard national and international rates.<br>Please note that both the internet share dealing and telephone<br>share dealing services are subject to commission charges.<br>Full details can be found on shareview.co.uk.<br>ShareGift<br>Shareholders with small holdings in shares, whose value makes<br>them uneconomical to sell, may wish to donate them to ShareGift<br>(registered charity no. 1052686).<br>For further information, contact:<br>sharegift.org<br>help@sharegift.org<br>+44 (0)20 7930 3737<br>ShareGift, 6th Floor, 2 London Wall Place, London, EC2Y 5AU.<br>Share price information and history<br>The current price of the Company’s shares can be found at<br>rentokil-initial.com/investors.<br>Mid-market price 31 March 1982 – 7.5375p*<br>* Adjusted for the 1983 bonus issue and the 1990, 1992 and 1997 share splits.<br>Mid-market price 31 December 2024 – 392.70p<br>2024 high/low – 504.2p/341.1p<br>Dividends<br>2024 final dividend<br>The Directors have recommended a final dividend of 5.93p per share,<br>for the financial year ended 31 December 2024. Payment of this<br>dividend is subject to approval at the 2025 AGM. When taken with the<br>interim dividend of 3.16p paid on 16 September 2024, this gives a total<br>dividend of 9.09p (2023: 8.68p).<br>Key dates relating to this dividend are given below.<br>Ex-dividend date Thursday 3 April 2025<br>Record date Friday 4 April 2025<br>Last day for DRIP elections Tuesday 22 April 2025<br>Annual General Meeting Wednesday 7 May 2025<br>Payment date Wednesday 14 May 2025<br>For further dividend information, please see page 56 or go to<br>rentokil-initial.com/investors.<br>Dividend payments<br>Please note that we no longer pay dividends by cheque. All dividend<br>payments are now credited directly into a shareholder’s UK bank or<br>building society account. Shareholders who historically received<br>dividends by cheque and have not yet completed a Dividend Mandate<br>Form will need to contact our Registrar to request a form for<br>completion (see opposite for contact details). For any shareholder who<br>has not submitted their dividend mandate by the deadline of 22 April<br>2025, cash will be held in an account and they will need to contact our<br>Registrar for the cash to be distributed to their UK bank or building<br>society account. If you do not have a UK bank or building society<br>account, you may be able to arrange for payments to be converted<br>and paid in your local currency. Please contact our Registrar for<br>more information.<br>Dividend reinvestment plan (DRIP)<br>The Company has a DRIP provided by Equiniti Financial Services<br>Limited (Equiniti FS), which is a convenient, easy and cost-effective<br>way to build a shareholding by using cash dividends to buy additional<br>shares. Rather than having a bank account credited with a cash<br>dividend, Equiniti FS will use the dividends payable to DRIP<br>participants to purchase shares on your behalf in the market.<br>Please go to shareview.co.uk for further information.<br>Dividend history<br>Details of the Company’s dividend history can be found on our<br>website at rentokil-initial.com/investors.<br>Rentokil Initial plc<br>Annual Report 2024239<br>Strategic Report Corporate Governance Financial Statements Other Information
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Additional Shareholder Information<br>continued<br>American Depositary Shares<br>The Company’s ADSs are listed on the New York Stock Exchange and<br>trade under the symbol RTO. Each ADS is equivalent to five Rentokil<br>Initial plc ordinary shares and they are evidenced by ADRs. The Bank<br>of New York Mellon acts as depositary for the ADR programme.<br>For enquiries relating to registered ADR holder accounts and<br>dividends, please contact Bank of New York Mellon. Voting rights for<br>registered ADR holders can be exercised through Bank of New York<br>Mellon, and for beneficial ADR holders (and/or nominee accounts)<br>through your US brokerage institution.<br>www.computershare.com/investor<br>shrrelations@cpushareownerservices.com<br> Freephone from the US: +1 888 269 2377<br>International calls: +1 201 680 6825<br> Regular mail:<br>BNY Mellon Shareowner Services, P.O. Box 43006,<br>Providence, RI 02940-3078, USA.<br>Overnight/certified/registered mail:<br>BNY Mellon Shareowner Services, 150 Royall Street,<br>Suite 101, Canton, MA 02021, USA.<br>Indirect owners of shares with<br>information rights<br>Please note that beneficial owners of shares who have been<br>nominated by the registered holder of those shares to receive<br>information rights under section 146 of the Companies Act 2006<br>are required to direct all communications to the registered holder<br>of their shares rather than to Equiniti.<br>How to avoid share fraud<br>Reject cold calls: If you’ve been cold called with an offer to buy or<br>sell shares, the chances are it is a high-risk investment or a scam.<br>You should treat the call with extreme caution. The safest thing to<br>do is to hang up.<br>Check the firm on the Financial Conduct Authority (FCA) register at<br>fca.org.uk/register. The Financial Services Register is a public record<br>of all the firms and individuals in the financial services industry that are<br>regulated by the FCA.<br>Get impartial advice: Think about getting impartial financial advice<br>before you hand over any money. Seek advice from someone<br>unconnected to the firm that has approached you.<br>If you suspect that you have been approached by fraudsters, please<br>tell the FCA using the share fraud reporting form at fca.org.uk/scams,<br>where you can find out more about investment scams. You can also<br>call the FCA Consumer Helpline on 0800 111 6768.<br>If you have lost money to investment fraud, you should report it to<br>Action Fraud on 0300 123 2040 or online at actionfraud.police.uk.<br>Find out more at fca.org.uk/scamsmart.<br>ALWAYS REMEMBER: If it seems too good to be true, it probably is!<br>Unsolicited mail<br>The Company is legally obliged to make its register of members<br>available to the public, subject to a proper purpose test. As a<br>consequence of this, some shareholders may receive unsolicited mail.<br>Shareholders wishing to limit the amount of such mail should contact<br>the Mailing Preference Service (MPS) at:<br>mpsonline.org.uk<br> +44 (0)20 7291 3310<br>Annual General Meeting<br>The 2025 AGM will be held at, and be broadcast via live webcast from,<br>the Company’s offices at Compass House, Manor Royal, Crawley,<br>West Sussex, RH10 9PY at 2pm on 7 May 2025 (see page 112 for more<br>information). We would recommend joining securely via the live<br>webcast, which removes the requirement to travel and provides an<br>efficient and effective means for shareholders to engage in all<br>elements of the meeting. The Notice of Meeting is available on<br>our website.<br>Published information<br>If you would like to receive a hard copy of this Annual Report, please<br>contact the Company Secretariat at the Company’s registered office<br>below. A PDF copy of this report can be downloaded from our website.<br>Rentokil Initial is subject to the US Securities and Exchange<br>Commission (SEC) reporting requirements for foreign companies.<br>The Company’s Form 20-F and other filings can be viewed on our<br>website as well as the SEC website at sec.gov.<br>As a responsible business we are tackling climate change by<br>committing to achieve net zero carbon emissions from our operations<br>by the end of 2040. We would urge our shareholders to take<br>advantage of the option to receive electronic communications from us<br>by signing up at shareview.co.uk. For each shareholder that elects to<br>go paperless we will make a donation to the UK charity Cool Earth to<br>support their efforts to tackle endangered rainforest degradation.<br>Registered office and headquarters<br>Rentokil Initial plc<br>Registered in England and Wales; Company Number: 5393279<br>Registered Office: Compass House, Manor Royal, Crawley,<br>West Sussex, RH10 9PY.<br>rentokil-initial.com<br>secretariat@rentokil-initial.com<br>+44 (0)1293 858000<br>240Rentokil Initial plc<br>Annual Report 2024
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Glossary<br>ADR American Depositary Receipt<br>ADS American Depositary Share<br>AER Actual exchange rates<br>AGM Annual General Meeting<br>APM Alternative Performance Measure<br>Benelux Belgium, the Netherlands, and Luxembourg<br>Board The Board of Directors of Rentokil Initial plc<br>CAGR Compound annual growth rate<br>CER Constant exchange rates<br>CGU Cash-generating unit<br>Cities of the<br>Future<br>Rentokil Initial’s focused M&A programme in<br>Emerging markets (see page 49)<br>Company<br>CSRD<br>Rentokil Initial plc<br>Corporate Sustainability Reporting<br>Directive<br>CVC Customer Voice Counts<br>DBP Rentokil Initial plc Deferred Bonus Plan<br>Director A Director of Rentokil Initial plc<br>EBITDA Earnings before interest, tax, depreciation,<br>and amortisation<br>ECL Expected credit loss<br>ELT Executive Leadership Team<br>EMTN Euro Medium-Term Note<br>EPS Earnings per share<br>ESG Environmental, social, and governance<br>ETR Effective tax rate<br>FSC Forest Stewardship Council<br>FRC Financial Reporting Council<br>FRS Financial Reporting Standards<br>GAAP Generally Accepted Accounting Practice<br>GDP Gross domestic product<br>GLF Group Leadership Forum<br>Group Rentokil Initial plc and its subsidiaries<br>Growth and<br>Emerging markets<br>Rentokil Initial defined markets for operations<br>(see pages 28 to 31)<br>IAS International Accounting Standards<br>IFRS International Financial Reporting Standards<br>ISDA International Swaps and Derivatives Association<br>KPI Key performance indicator<br>LATAM Latin America<br>LEV Low Emission Vehicle<br>LTA Lost Time Accident<br>LTIP Long-term incentive plan<br>M&A Mergers and acquisitions<br>MENAT Middle East, North Africa, and Turkey<br>NED Non-Executive Director<br>NPS Net Promoter Score<br>NYSE New York Stock Exchange<br>Parent Company Rentokil Initial plc<br>PCF Product Carbon Footprint<br>PCI PCI Pest Control Private Ltd (trading as<br>Rentokil PCI)<br>PPE Personal protective equipment<br>PSP Rentokil Initial plc Performance Share Plan<br>PwC PricewaterhouseCoopers LLP<br>RCF Revolving Credit Facility<br>RIPS Rentokil Initial 2015 Pension Scheme<br>ROU Right-of-use<br>RSP Restricted Share Plan<br>SEC US Securities and Exchange Commission<br>SF Sulfuryl Fluoride<br>SHE Safety, health, and environment<br>SID Senior Independent Director<br>SOFR Secured Overnight Financing Rate<br>TCFD Task Force on Climate-related Financial<br>Disclosures<br>Terminix Terminix Global Holdings, Inc. and its subsidiary<br>undertakings<br>Terminix Share<br>Plan<br>Terminix Global Holdings, Inc. 2014 Omnibus<br>Incentive Plan, as amended from time to time<br>TSR Total Shareholder Return<br>UAE United Arab Emirates<br>ULEV Ultra-Low Emission Vehicle<br>WHO World Health Organisation<br>WDL Working Days Lost<br>YVC Your Voice Counts<br>Rentokil Initial plc<br>Annual Report 2024 241<br>Strategic Report Corporate Governance Financial Statements Other Information
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Cautionary Statement<br>In order, among other things, to utilise the ‘safe harbour’ provisions<br>of the US Private Securities Litigation Reform Act of 1995, we are<br>providing the following cautionary statement:<br>This Annual Report 2024 contains statements that are, or may be,<br>forward-looking regarding the Group’s financial position and results,<br>business strategy, plans, and objectives, including, among other<br>things, statements about expected revenues, margins, earnings<br>per share, or other financial or other measures. These statements<br>are often, but not always, made through the use of words or phrases<br>such as “believe”, “anticipate”, “could”, “may”, “would”, “is likely to”,<br>“should”, “intend”, “seek”, “aim”, “plan”, “potential”, “predict”, “will”,<br>“expect”, “estimate”, “project”, “positioned”, “strategy”, “outlook”,<br>“target”, and similar expressions.<br>Although we believe that the forward-looking statements in this<br>Annual Report 2024 are based on reasonable assumptions, such<br>statements involve risk and uncertainty because they relate to future<br>events and circumstances. There are accordingly a number of factors<br>which might cause actual results and performance to differ materially<br>from those expressed or implied by such statements, including, but<br>not limited to, uncertainties related to:<br>• our ability to integrate acquisitions successfully, or any unexpected<br>costs or liabilities from our disposals;<br>• difficulties in integrating, streamlining, and optimising our IT systems,<br>processes, and technologies, including artificial intelligence<br>technologies;<br>• the availability of a suitably skilled and qualified labour force to<br>maintain our business;<br>• our ability to attract, retain, and develop key personnel to lead our<br>business;<br>• the impact of ESG matters, including those related to climate change<br>and sustainability, on our business, reputation, results of operations,<br>financial condition, and/or prospects;<br>• inflationary pressures, such as increases in wages, fuel prices, and<br>other operating costs;<br>• supply chain issues, which may result in product shortages or other<br>disruptions to our business;<br>• weakening general economic conditions, including changes in the<br>global job market, or decreased consumer confidence or spending<br>levels especially as they may affect demand from our customers;<br>• our ability to implement our business strategies successfully, including<br>achieving our growth objectives;<br>• our ability to retain existing customers and attract new customers;<br>• the highly competitive nature of our industries;<br>• cyber security breaches, attacks, and other similar incidents as well as<br>disruptions or failures in our IT systems or data security procedures<br>and those of our third-party service providers;<br>• extraordinary events that impact our ability to service customers<br>without interruption, including a loss of our third-party distributors;<br>• our ability to protect our intellectual property and other proprietary<br>rights that are material to our business;<br>• our reliance on third parties, including third-party vendors for business<br>process outsourcing initiatives, investment counterparties, and<br>franchisees, and the risk of any termination or disruption of such<br>relationships or counterparty default or litigation;<br>• the identification of material weaknesses in our internal control over<br>financial reporting within the meaning of section 404 of the<br>Sarbanes-Oxley Act;<br>• any future impairment charges, asset revaluations, or downgrades;<br>• failure to comply with the many laws and governmental regulations to<br>which we are subject or the implementation of any new or revised<br>laws or regulations that alter the environment in which we do business,<br>as well as the costs to us of complying with any such changes and the<br>risk of related litigation;<br>• termite damage claims and lawsuits related thereto and any associated<br>impacts on the termite provision;<br>• our ability to comply with safety, health, and environmental policies,<br>laws, and regulations, including laws pertaining to the use of<br>pesticides;<br>• any actual or perceived failure to comply with stringent, complex, and<br>evolving laws, rules, regulations, and standards in many jurisdictions,<br>as well as contractual obligations, including data privacy and security,<br>and any litigation related to such actual or perceived failures;<br>• changes in tax laws and any unanticipated tax liabilities;<br>• adverse credit and financial market events and conditions, which<br>could, among other things, impede access to or increase the cost<br>of financing;<br>• the restrictions and limitations within the agreements and instruments<br>governing our indebtedness;<br>• a lowering or withdrawal of the ratings, outlook, or watch assigned to<br>our debt securities by rating agencies;<br>• an increase in interest rates and the resulting increase in the cost of<br>servicing our debt; and<br>• exchange rate fluctuations and the impact on our results, or the foreign<br>currency value of our ADSs and any dividends.<br>Further details on the principal risks that may affect the Group can<br>be found in the Risks and Uncertainties section on pages 85 to 89,<br>as well as page 74 (in relation to climate-related risk) and pages 196<br>and 197 (in relation to financial risks), of this Annual Report 2024.<br>Forward-looking statements speak only as of the date they are<br>made and no representation or warranty, whether express or implied,<br>is given in relation to them, including as to their completeness or<br>accuracy, or the basis on which they were prepared. Other than in<br>accordance with the Company’s legal or regulatory obligations<br>(including under the Listing Rules and the Disclosure Guidance<br>and Transparency Rules), the Company does not undertake any<br>obligation to update or revise publicly any forward-looking statement,<br>whether as a result of new information, future events, or otherwise.<br>Information contained in this Annual Report 2024 relating to the<br>Company or its share price, or the yield on its shares, should not be<br>relied upon as an indicator of future performance. Nothing in this<br>Annual Report 2024 should be construed as a profit forecast.<br>242 Rentokil Initial plc<br>Annual Report 2024
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​ Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-267837) of Rentokil Initial plc of our report dated March 26, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.

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/s/ PricewaterhouseCoopers LLP London, United Kingdom

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March 26, 2025 ​