Final Results

Tate & Lyle PLC: Results for the Year Ended 31 March 2025

Issued: 22 May 2025

Strategic transformation positions business for growth

Tate & Lyle delivers 4% EBITDA growth and £190m free cash flow with CP Kelco integration on track

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Tate & Lyle (LSE: TATE), a global leader in food and drink reformulation, today issues its full-year results for the 2025 financial year reporting robust volume and profit growth, strong cash generation and a newly enlarged business positioned at the centre of the future of food, focused on accelerating growth.

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Nick Hampton, Chief Executive, Tate & Lyle said:

"Over the last seven years, we have been executing a major strategic transformation to make Tate & Lyle a growth-focused speciality food and beverage solutions business aligned to growing, long-term consumer trends for healthier, tastier and more sustainable food and drink. With the acquisition of CP Kelco in November 2024, this transformation is complete.

The combination with CP Kelco makes Tate & Lyle a leader in Mouthfeel, a critical driver of customer solutions, and further strengthens our Sweetening and Fortification platforms. Our broader portfolio and technical expertise also strengthen our customer solutions capabilities, and our ability to be the solutions partner of choice for customers. As an expert in reformulation, taking sugar, calories and fat out of food and adding fibre and protein, we are leaders in helping customers improve the nutritional balance of food. We are exactly where we want to be - right at the centre of the future of food.

As we start the new year, our focus is on delivering the benefits of the combination and accelerating top-line growth. Integration is progressing well and delivery of the synergies we previously announced is on-track. With significant opportunities ahead, we are confident in the growth potential of our business."

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Key headlines1

· Robust performance (ex-CP Kelco):  EBITDA +4% (EBITDA margin + 200bps) and revenue (5)%

· CP Kelco ahead of our acquisition plan:  EBITDA2 +9% (EBITDA margin +100bps)

· Enlarged Tate & Lyle: EBITDA +5% on a pro forma basis2

· Accelerating innovation: New Products revenue +9%3; Solutions new business wins by value at 21%

· Productivity outperformance: US$50m of organic productivity benefits delivered, well ahead of our target

· Higher EPS: adjusted EPS +4% at 50.3p; statutory diluted EPS 11.6p, (71)% due to exceptional costs

· Excellent cash generation: Free cash flow of £190m (inc. CP Kelco), up £20m with cash conversion of 82%

· Strong balance sheet: Net debt to EBITDA leverage of 2.2 times2 at 31 March 2025, better than expected

· Enhanced shareholder returns: £216m share buy-back completed; 3.7% increase in full-year dividend

Financial summary

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1. Revenue growth, adjusted EBITDA and adjusted EBITDA margin, adjusted earnings per share, free cash flow, return on capital employed, net debt and net debt to EBITDA are non-GAAP measures (see pages 12 to 15). Changes in adjusted performance metrics are in constant currency and for continuing operations.

2. Pro forma financial information is presented as if CP Kelco was acquired on 1 April 2024, with comparative information as if it was acquired on 1 April 2023.

3. New Products revenue on a like-for-like basis (i.e. no products removed from disclosure due to age); revenue was up 2% on a reported basis.

4. Statutory performance metrics changes are in reported currency.

Given the significant benefits of the combination with CP Kelco, we expect the enlarged Tate & Lyle to deliver an attractive medium-term financial algorithm:

· Revenue growth towards the higher end of our 4-6% range each year

· EBITDA margin improvement

· Strong cash generation.

Our predominantly regional production model means we are well-placed to supply customers. However, tariffs and the associated uncertainty have increased costs for both us and our customers, mainly for products we supply between the US and China.

While we await clarification on tariffs, we currently expect, for the year ending 31 March 2026 in constant currency and compared to pro forma5 comparatives, to deliver revenue growth at, or slightly below, the bottom of our medium-term range, with EBITDA growth ahead of revenue balancing productivity, cost synergies and investment in future growth.

Performance highlights

Tate & Lyle (excluding CP Kelco)

Robust performance6

· Group revenue (5)% reflecting the pass-through of input cost deflation

· Group adjusted EBITDA growth +4% with adjusted EBITDA margin at 22.3%, +200bps

· FBS revenue (7)%, volume +3% with deflation pass-through; adjusted EBITDA +2%, EBITDA margin 23.1%

· Sucralose saw robust demand with revenue +16% and adjusted EBITDA +18%

· Continuing cost discipline and operational efficiency drives in-year productivity benefits of US$50m.

Executing growth strategy6

· New Product revenue +9% (like-for-like) with strong demand for fibres; +2% on reported basis

· Solutions new business wins by value at 21% of pipeline, in line with the prior year

· New partnerships for stevia from the Americas and for locally produced food starches in China and Brazil

· Adjusted EBITDA margin expansion of more than 350bps in the last five financial years.

CP Kelco (pro forma for the 12 months ended 31 March 2025)

Momentum building with margin recovery underway5, 6

· Revenue +3%, volume +8% from strong pectin performance, adjusted EBITDA +9%

· Adjusted EBITDA margin at 17.6%, +100bps higher in the year, ahead of our acquisition plan

· Confidence in continued phased margin recovery.

Enlarged Tate & Lyle (combined business)

Improved earnings

· Pro forma5,6 revenue for 2025 financial year (3)% at £2.1bn, with pro forma adjusted EBITDA +5% at £446m

· Including CP Kelco from the date of completion, adjusted EPS6 +4% at 50.3p

· Organic return on capital employed 180bps higher; reported ROCE at 12.8%, down (460)bps.

Strong balance sheet

· Free cash flow of £190m, £20m higher reflecting cash conversion of 82%

· Net debt £961m; new long-term debt financing totalling US$900m in place

· Net debt to EBITDA leverage at 2.2 times5, better than expected at time of CP Kelco acquisition.

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5. Pro forma financial information is presented as if CP Kelco was acquired on 1 April 2024, with comparative information as if it was acquired on 1 April 2023.For more information see the 'Additional Information'.

6. Changes in constant currency.

Enhancing returns for shareholders

· £216m share buyback programme completed, returning proceeds from Primient disposal to shareholders

· Recommending final dividend of 13.4p per share; full-year dividend 19.8p per share, 3.7% higher.

Integration and synergies delivery on track

· Run-rate cost synergies of more than US$25m expected in 2026 financial year

· Confident in delivery of total US$50m run-rate cost synergies by end of 2027 financial year

· Targeting revenue synergies of up to 10% of CP Kelco's revenue by end of 2029 financial year.

New Reporting Framework

From 1 April 2025, we have been operating as one combined business under a new regional framework of three operating segments - Americas; Europe, Middle East and Africa; and Asia Pacific. 

Set out below is pro forma financial information for the 2025 financial year under the new framework.

Capital Markets events

As previously announced, we will be hosting a Capital Markets event for investors and analysts on Tuesday, 1 July 2025 in London. Presentations will include:

· The CP Kelco business and the power of the combination with Tate & Lyle

· How our expanded Mouthfeel capabilities is a key driver of customer solutions

· The growth opportunity for our solutions from key societal trends

· How our expanded scientific and innovation capabilities are placing us at the centre of the future of food.

This will be followed by a site visit to our pectin facility and labs in Lille Skensved, near Copenhagen, Denmark on Thursday 3 July 2025. This visit will include an overview of the scientific and production process for pectin and carrageenan, a plant tour, and an R&D demonstration and prototype tasting experience.

To register your interest for either or both days, please contact Lucy Huang at [email protected]. The event on 1 July 2025 will be webcast live.

Results presentation and webcast

A presentation of the results for the 2025 financial year to analysts will be hosted by Chief Executive, Nick Hampton, and Chief Financial Officer, Sarah Kuijlaars, at 10.00 hrs (BST) on Thursday 22 May 2025. This presentation will be broadcast live on our website on a view-only basis here. 

Pre-registered analysts and buy-side investors will be able to ask questions remotely during the Q&A session via a separate private link. Sell-side analysts will be automatically pre-registered. To pre-register, please contact Lucy Huang at [email protected].

A webcast replay of the presentation will be available shortly after the end of the live broadcast on the link above.

For more information contact Tate & Lyle PLC:

Christopher Marsh, VP Investor Relations

Tel: Mobile: +44 (0) 7796 192 688

Nick Hasell, FTI Consulting (Media)

Tel: Mobile: +44 (0) 7825 523 383

Tel: Office: +44 (0) 203 727 1340

[email protected]

Cautionary statement

This statement of full-year results for the year ended 31 March 2025 (Statement) contains certain forward-looking statements with respect to the financial condition, results, operations and businesses of Tate & Lyle PLC. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. 

A copy of this Statement can be found on our website at www.tateandlyle.com. A hard copy is also available from the Company Secretary, Tate & Lyle PLC, 5 Marble Arch, London W1H 7EJ.

We made significant progress during the year reshaping the business to accelerate our growth-focused strategy, and in investing for growth.

Sale of Primient

On 23 May 2024, we announced an agreement to sell our remaining 49.7% interest in Primary Products Investments LLC ('Primient') to KPS Capital Partners, LP ('KPS') for US$350 million (£277 million). The sale completed on 27 June 2024, with net cash proceeds, after tax and transaction costs, of around US$270 million. This announcement can be found here. The Board returned the net cash proceeds from this sale to shareholders by way of an on-market share buyback programme (see later for more details). In 2022, the Group sold a controlling interest in Primient, also to KPS. Across the two Primient disposal transactions, the Group received total gross proceeds of £1.4 billion.

Combination with CP Kelco

Overview

On 20 June 2024, we announced the acquisition of CP Kelco, a leading provider of pectin, speciality gums and other nature-based ingredients, from J.M. Huber Corporation ('Huber'). Under the terms of the transaction, we acquired CP Kelco for total consideration of US$1.8 billion (c.£1.4 billion), settled through the issue of 75 million new Tate & Lyle ordinary shares and the payment of £807 million in net cash. On 15 November 2024, we completed the acquisition and, on that date, Huber appointed two non-executive Directors to the Tate & Lyle Board. More information about the acquisition can be found in the Initial Announcement here and the Significant Transaction Announcement here.

Integration

Following the announcement of the combination in June 2024, a dedicated integration team from Tate & Lyle and CP Kelco worked across both companies, and with Huber, to develop and implement a detailed integration plan, including the delivery of cost and revenue synergies. This comprehensive plan, which we started to execute from completion in mid-November 2024, is focused on three main priorities:

· Customers - ensure we continue to serve our customers seamlessly and demonstrate the significant benefits of the business combination to them.

· People - establish a new organisation and build a culture that is ambitious, agile and customer-obsessed. In addition, communicate clearly on the integration process and define roles in the new organisation.

· Performance - ensure clear accountability for, and delivery of, our performance commitments.

We are making good progress against each of these priorities. In the four months following completion, we created an organisation built on the strength of both businesses with clearly defined roles and accountabilities, and a focus on serving our customers. On 1 April 2025, this new organisation started operating as one combined business, and is working well. We also worked with both businesses to build a new culture for the combined business, including a new set of values and a refreshed brand for Tate & Lyle incorporating the best elements of CP Kelco.

We are seeing positive engagement with customers. Workshops with customers which showcase our expanded portfolio and enhanced capabilities have been well received and are generating new projects for our pipeline. The expansion of our Mouthfeel campaign, including through customer webinars and prototype demonstrations, has also generated significant customer interest.

Delivery of synergies

We are targeting annualised run-rate cost synergies of at least US$50 million (£40 million) by the end of the second full financial year following completion (i.e. the end of the 2027 financial year). We expect to deliver more than US$25 million in the 2026 financial year, and remain confident in delivering the total cost synergies by the end the 2027 financial year. We estimate the cost of delivering these cost synergies to be around US$75 million, of which we have already incurred US$32 million (£24 million).

We are also targeting revenue synergies of up to 10% of CP Kelco's revenue, to be delivered by the end of the fourth financial year following completion (the end of the 2029 financial year). We have been encouraged by the engagement with customers for our enlarged portfolio and capabilities, and we are confident that these revenue synergies will be delivered as planned.

Investing to deliver our strategy

We continued to invest in progressing our strategy in line with our commitment to 'Science, Solutions, Society'.

Science

· New Product revenue was +9% on a like-for-like basis (i.e. no products are removed from disclosure due to age) with strong growth from fibres; revenue was +2% on a reported basis.

· In October 2024, we entered into a new partnership with Manus, a leading bio-alternatives platform based in Georgia, US, for bio-converted stevia Reb M sourced and produced at scale in the Americas.

· We invested US$80 million on innovation and solution selling during the year. 

· At 31 March 2025, including CP Kelco, we had over 990 patents in our portfolio with 300 pending.

Solutions

· The value of solutions-based new business wins was 21% of revenue, in line with the previous year.

· Innovation is a key driver of our solutions offering. More than 60% of revenue from our new business pipeline involved the formulation of one or more New Products.

· We are experts in reformulating food and drink to improve its nutritional balance and see the increase in anti-obesity medicines (AOM), also known as GLP-1s, as a significant growth opportunity. We have over 200 solutions available to support AOM users, for example to improve the nutrient density of food, and to support satiety and gut health.

· We entered into new partnerships in Latin America and China for locally produced food starches, improving supply security for customers.

· In May 2024, we opened new capacity for non-GMO PROMITOR® Soluble Fibres at our facility in Boleraz, Slovakia, representing a €25 million investment.

· In October 2024, we opened our new automated lab (called 'ALFIE' - Automated Laboratory for Ingredient Experimentation) at our Customer Innovation and Collaboration Centre in Singapore with advanced technology and analytics to accelerate the development and speed-to-market of mouthfeel solutions for customers.

Society

· We increased our climate ambition with new greenhouse (GHG) emissions targets to 2028 which were validated by the Science Based Targets initiative as in line with a 1.5°C trajectory.

· We entered new agreements for renewable electricity and associated renewable energy credits (RECs) which together mean that 100% of the electricity procured for our operations globally (excluding CP Kelco sites) on an annualised basis comes from renewable sources and associated RECs, achieving our 2030 target over five years ahead of schedule.

· Our Scope 1 & 2 GHG emissions at the end of December 2024 were 23% lower from a 2019 baseline and, boosted by the success of our corn and stevia regenerative agriculture programmes, our Scope 3 GHG emissions for Forest, Land and Agriculture (FLAG) were 31% lower from a 2019 baseline.

· In the last five years, we have removed 10 million tonnes of sugar from people's diets through our low- and no-calorie sweeteners and fibres (equivalent to 40 trillion calories), exceeding our target of 9 million tonnes.

Share buyback programme

On 20 June 2024, we initiated a £216 million (c.US$270 million) share buyback programme to return the net cash proceeds from the sale of Tate & Lyle's remaining interest in Primient to shareholders.

This programme was completed on 9 January 2025. A total of 31,294,579 ordinary Tate & Lyle PLC shares were purchased at an aggregate cost of £216 million. 

Overview

Group revenue and adjusted EBITDA grew by 8% and 18%, respectively, reflecting the inclusion of CP Kelco from the completion of its acquisition on 15 November 2024.

On a pro forma basis, which assumes the Group acquired CP Kelco on 1 April 2024 (with comparatives similarly adjusted), Group revenue was 3% lower at £2,124 million and adjusted EBITDA was 5% higher at £446 million. Both Tate & Lyle and CP Kelco benefited from good volume growth, with revenue lower reflecting the pass-through of input cost deflation. Adjusted EBITDA margin at 21% was 170bps higher with margin in Tate & Lyle and CP Kelco both benefiting from operational leverage and strong cost discipline. 

Excellent cash generation

Free cash flow, including the cash flows of CP Kelco since acquisition, was £20 million higher at £190 million. Cash conversion was 82%, ahead of our long-term target of 75%. Net debt at 31 March 2025 was £961 million, an increase of £808 million mainly reflecting the cash paid to acquire CP Kelco, with reported leverage at 2.2 times7 net debt to EBITDA, better than expected when we announced the acquisition.

Strong productivity performance

We continue to make good progress against our five-year productivity target to 31 March 2028 of US$150 million savings (this target was increased from US$100 million in May 2024). We delivered US$50 million savings in the year, with US$33 million from operational efficiencies and supply chain, and US$17 million from strong cost management and SG&A savings. This brings total productivity savings in the last two years to US$91 million.

Exit of tapioca starch facility in Thailand

Following a strategic review of our tapioca starch facility in Thailand, Chaodee Modified Starch Co. Ltd., we have decided to exit this operation. While tapioca starch remains a key mouthfeel ingredient in the Asian market, we have concluded that an alternate sourcing model will better support our long-term growth. Accordingly, an exceptional charge of £59 million has been recognised in the year reflecting a non-cash impairment charge of £36 million and other costs of £23 million, mainly reflecting the provision for decommissioning costs.

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7. Change compared to pro forma comparatives for the year ended 31 March 2024 included in 'Additional Information'.  Net debt to EBITDA ratio at 31 March 2025 is on a pro forma basis, as if CP Kelco was acquired on 1 April 2024.

8. Revenue growth, adjusted EBITDA and adjusted EBITDA margin, adjusted earnings per share, free cash flow, return on capital employed (ROCE), net debt and net debt to EBITDA are non-GAAP measures (see pages 12 to 15). Changes in adjusted performance metrics are in constant currency and for continuing operations.

Food & Beverage Solutions

Revenue was 7% lower in constant currency at £1,232 million. Volume was 3ppts higher reflecting our focus on growth, robust demand for sugar and calorie-reduced food with added nutrition, and the end of customer destocking. Price mix decreased revenue by 10ppts, reflecting 6ppts from the pass-through of input cost deflation and 3ppts of mix as some customers reformulated to reduce cost, and 1ppt of price mainly in Europe. 

Looking across the three regions, overall consumer demand remained steady.

· North America: Revenue was 4% lower. We saw good volume gains in dairy, while demand in bakery remained soft. Revenue was lower as input cost deflation was passed through to customers, with pricing, excluding the pass-through, slightly positive. As the year progressed, consumer demand improved modestly despite food prices continuing to increase, particularly in out-of-home channels.

· Asia, Middle East, Africa and Latin America: Revenue was 2% lower with strong volume growth offset by the pass-through of input cost deflation. In Asia, China delivered high single-digit volume growth supported by good demand for fibre solutions, while volume was lower in south-east and north Asia. Latin America saw high single-digit volume growth led by strong performance in southern Latin America. In our smaller Middle East and Africa region, demand was strong in Turkey and the Middle East, more than offsetting weaker demand in north and west Africa.

· Europe: Revenue was 18% lower, reflecting the pass-through of significant input cost deflation. Across the recent inflation cycle, which saw double-digit inflation in the 2023 financial year, pricing has improved in the region. Volume was slightly ahead, with robust demand for clean-label and fibre solutions. We saw strong demand in beverages and bakery partially offset by weaker demand in dairy and infant nutrition.

Adjusted EBITDA was up 2% in constant currency at £284 million benefiting from higher volume, productivity savings and strong cost discipline. The effect of currency translation decreased adjusted EBITDA by £4 million. Adjusted EBITDA margin was 23.1%, an increase of 200bps in constant currency, benefiting from the pass-through of input cost deflation. In the last five financial years, adjusted EBITDA margin has increased by more than 500bps.

Innovation and solution selling

New Product revenue was 2% higher. On a like-for-like basis, which assumes the same ingredients are included in New Product revenue in both the current and comparative periods (i.e. no products are removed from disclosure due to age), New Product revenue was 9% higher. On this like-for-like basis, revenue grew strongly in Asia and Latin America. The fortification platform saw strong double-digit growth, reflecting demand for fibre fortified food and beverages, with encouraging demand for Quantum's portfolio in Asia.

Investment in innovation and customer-facing solution selling capabilities was in line with the prior year and has increased by US$11 million from three years ago, a compound annual growth rate of 5%. Solutions new business wins by value were 21%, and our ambition is to increase this to 32% by 31 March 2028.

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9. Growth in constant currency.

CP Kelco

From acquisition on 15 November 2024

In the four and a half months since the completion of the acquisition, CP Kelco performed well. Strong pectin and steady speciality gums demand delivered revenue of £224 million.

Pro forma full-year ended 31 March 2025

On a pro forma basis for the full 2025 financial year, CP Kelco traded well and ahead of our expectations. Revenue increased by 3%, driven by 8ppts higher volume which benefited from improved production efficiency. Price mix decreased revenue by 5ppts, reflecting 2ppts of mix and 3ppts of price (including deflation impact). Revenue growth was led by double-digit increase in gellan gum as demand in Asia strengthened, while robust pectin demand in North America and Europe drove high single-digit revenue growth. Revenue from citrus fibre, a recent innovation, grew significantly, while revenue from carrageenan was in line with the prior year, and xanthan gum was lower. 

Adjusted EBITDA increased by 9%, benefiting from increased operational leverage. The opportunity to drive improvements in adjusted EBITDA margin was an important part of our acquisition plan. It is therefore encouraging that pro forma adjusted EBITDA margin increased by 100bps10 to 17.6%, ahead of our plan, with this improvement momentum further reinforcing our confidence in its phased margin recovery. Currency translation decreased adjusted EBITDA by £3 million.

Sucralose

Underlying customer demand for Sucralose remained steady. Sucralose revenue increased by 16% driven by robust customer orders and the benefit of productivity-driven gains at our facility in Alabama, US. Adjusted EBITDA increased by 18% to £60 million, with margins positively impacted by lower input costs. Currency translation decreased adjusted EBITDA by £1 million.

Primary Products Europe

We continue to optimise the financial performance of Primary Products Europe through the transition of capacity to speciality ingredients. Revenue was lower with significantly lower pricing across sweeteners and co-products. This was partially offset by higher co-product volume. Adjusted EBITDA losses were slightly higher, supported by lower input costs especially for corn.

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10.  Change in constant currency compared to pro forma comparatives for the year ended 31 March 2024 included in 'Additional Information'. Comparative is restated pro forma adjusted EBITDA (see 'Additional Information').

11. Change in constant currency.

1.  Percentage change in statutory profit before tax is reported change

Net finance expense

Higher net finance expense at £18 million reflected the increase in borrowings following the completion of the acquisition of CP Kelco on 15 November 2024. 

Exceptional items

Exceptional charges on continuing operations of £96 million were included in profit before tax. This included £59 million related to the decision to exit the Group's tapioca starch facility in Thailand, Chaodee Modified Starch Co., Ltd., £24 million of integration costs and £13 million related to restructuring costs. Exceptional cash outflows on continuing operations totalled £31 million. (For more information see Note 5).

Taxation

The adjusted effective tax rate on continuing operations was 22.6% (2024 - 21.1%). The increase in the effective rate relates mainly to the inclusion of CP Kelco from acquisition which has a higher effective rate principally as its operations are located in higher rate jurisdictions.

Looking ahead, reflecting a full year's impact from CP Kelco, we expect the adjusted effective tax rate for the combined business for the year ending 31 March 2026 to be between 23% and 25%.

The reported effective tax rate (on statutory earnings) was 48.4% (2024 - 19.9%). The higher effective rate in the year related to certain exceptional items and acquisition costs which were not tax deductible.

Discontinued operations: Adjusted share of profit of Primient joint venture

The Group's remaining interest in Primient was disposed on 27 June 2024. For the period before disposal the adjusted share of joint venture profit was £9 million, 72% lower than the prior year. The exceptional post-tax gain on disposal from Primient was £85 million.

Earnings per share

For continuing operations, adjusted earnings per share at 50.3p were 4% higher (in constant currency). This increase reflects higher profits after tax, mitigated by a higher weighted number of shares in issue following the issue of shares to acquire CP Kelco. Statutory diluted earnings per share for total operations decreased to 34.5p (2024 - 46.5p), reflecting stronger operating performance and the profit on the disposal of Primient, more than offset by higher exceptional costs and a higher weighted number of shares in issue.

Return on capital employed (ROCE)

ROCE at 12.8% (2024 - 17.4%) was lower reflecting the impact of the acquisition of CP Kelco part way through the year. ROCE increased by 180bps on an organic basis.

Dividend

The Board is recommending a final dividend of 13.4p (2024 - 12.9p) per share. This brings the full year dividend to 19.8p (2024 - 19.1p), an increase of 3.7%. Subject to shareholder approval, the proposed final dividend will be due and payable on 1 August 2025 to all shareholders on the Register of Members on 20 June 2025. In addition to the cash dividend option, shareholders will continue to be offered a Dividend Reinvestment Plan alternative.

Cash flow, net debt and liquidity

Free cash flow, including the cash flows of CP Kelco from acquisition, increased to £190 million, reflecting cash conversion of 82%12. This reflected both higher profits and a strong focus on cash generation. Investments in infrastructure, capacity and technology drove capital expenditure to £121 million, £11 million higher.

Looking ahead, we expect capital expenditure for the year ending 31 March 2026 to be in the £120 million to £140 million range.

On 27 June 2024, the Group completed the sale of its remaining stake in Primient and received cash proceeds of US$350 million (£277 million) (before transaction costs and tax).  The net cash proceeds from the sale were returned to shareholders through a £216 million share buyback programme, which was completed in January 2025. Tax paid in respect of Primient (which is not included in free cash flow) was £50 million.

On 15 November 2024 the Group completed the acquisition of CP Kelco for total consideration of US$1.8 billion (c.£1.4 billion), of which £807 million was settled in cash (net of cash acquired) from new and existing debt facilities and cash resources. At completion the Group entered a €275 million term loan and a US$600 million bridge facility. The bridge facility was refinanced into debt with longer term maturities on 12 March 2025 through a multi-tranche debt offering of US$300 million and €275 million private placement notes.

Net debt at 31 March 2025 was £961 million, an increase of £808 million mainly reflecting the acquisition of CP Kelco.

Reported leverage at 31 March 2025 was 2.2 times13 net debt to EBITDA. On a covenant testing basis, the net debt to EBITDA ratio was 2.3 times. At this level it remains well below the net leverage covenant threshold of 3.5 times. We have strong liquidity headroom with access to £1.0 billion through cash on hand and a US$800 million committed and undrawn revolving credit facility.

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12. Free cash conversion calculated as: free cash flow before capital expenditure divided by adjusted EBITDA.

13. Net debt to EBITDA ratio at 31 March 2025 is on a pro forma basis, as if CP Kelco was acquired on 1 April 2024.

Alternative performance measures are used for and refer to continuing operations only.

The Group uses constant currency percentages and movements, using constant exchange rates which exclude the impact of fluctuations in foreign currency exchange rates. We calculate constant currency values by retranslating current year results at prior year exchange rates into pound sterling. The average and closing US dollar and Euro exchange rates used to translate reported results were as follows:

Items adjusted in alternative performance income statement measures (Adjustment items)

Several alternative performance measures are adjusted to exclude items due to their size, nature and / or frequency of occurrence. 

1.  Adjusted items excluded from earnings before interest, tax, depreciation and amortisation (adjusted EBITDA) are: exceptional items (as they are material in amount; and are outside the normal course of business or relate to events which do not frequently recur), amortisation of acquired intangible assets, the unwind of fair value adjustments and other M&A costs.

2. Additional adjusted items excluded from adjusted profit after tax are: tax on the above items and tax items that themselves are exceptional as they meet these definitions. For tax items to be treated as exceptional, amounts must be material and their treatment as exceptional enable a better understanding of the Group's underlying financial performance. 

Income statement measures

Adjusted revenue change

Adjusted revenue growth refers to the change in revenue for the period, in constant currency. This is analysed between the drivers of revenue growth attributable to:

1. Volume - this means, for the applicable period, the change in revenue in the period attributable to volume excluding those related to the re-positioning of the Food & Beverage Solutions business through a focus on mix management and margin expansion.

2. Price mix - this means, for the applicable period, the change in revenue in such period calculated as the sum of i) the change in revenue attributable to changes in prices during the period; and ii) the change in revenue attributable to the composition of revenue in the period, including the volume effect of the impact of the re-positioning of the Food & Beverage Solutions business through a focus on mix management and margin expansion.

In the narrative where acquisitions are referred to in explaining revenue growth, this means changes in revenue resulting from acquisitions.

Adjusted EBITDA

Adjusted EBITDA is used as the Group's primary profit measure for internal performance analysis. Adjusted EBITDA is calculated as follows:

Adjusted earnings per share

Adjusted earnings per share (adjusted EPS) is calculated as the adjusted profit for continuing operations attributable to shareholders' equity divided by the diluted average number of ordinary shares. In calculating adjusted profit attributable to shareholders' equity, net profit attributable to shareholders' equity is adjusted to eliminate the post-tax impact of all excluded adjustment items. Refer to Note 8 for reconciliation of net profit attributable to shareholders' equity to adjusted profit attributable to shareholders equity.

Change in adjusted earnings per share is shown in constant currency.

Cash flow measure

The Group also presents an alternative cash flow measure, 'free cash flow' which is defined as cash generated from operating activities after net capital expenditure, net interest and tax payments, and excludes the impact of exceptional items, tax payments on behalf of Primient and the impact of acquisitions and disposals. Free cash flow reflects an additional way of viewing our liquidity, which we believe is useful to our investors. We also use free cash conversion as a metric for how we convert profit into cash, which is calculated as: free cash flow before capital expenditure divided by adjusted EBITDA

The reconciliation of net cash flow from operating activities to free cash flow is as follows:

1. Includes exceptional cash flow of £31 million (2024 - £27 million) and tax paid in relation to gain on disposal of Primient of £45 million (2024 - £12 million).

Financial strength measures

The Group uses three financial metrics as key performance measures to assess its financial strength. These are net debt, the net debt to EBITDA ratio and the return on capital employed ratio. For the purposes of KPI reporting, the Group uses a simplified calculation of these KPIs to make them more directly related to information in the Group's financial statements.

All ratios are calculated based on unrounded figures in £ million.

Net debt

Net debt is a measure that provides valuable additional information on the summary presentation of the Group's net financial liabilities. Net debt is defined as the excess of borrowings and lease liabilities over cash and cash equivalents.

The components of the Group's net debt are as follows:

Net debt to EBITDA ratio

The net debt to EBITDA ratio shows how well a company can cover its debts if net debt and EBITDA are held constant.

The net debt to EBITDA ratio is as follows:

Return on capital employed (ROCE)

Return on capital employed (ROCE) is a measure of the return generated on capital invested by the Group. The measure encourages compounding reinvestment within business and discipline around acquisitions, as such it provides a guardrail for long-term value creation. ROCE is a component of the Group's five-year performance ambition to 31 March 2028 and is used in incentive compensation.

ROCE is calculated as underlying operating profit excluding exceptional items and M&A related costs, divided by the average invested operating capital (calculated as the average for each month of goodwill, intangible assets, property, plant and equipment, working capital, provisions and non-debt related derivatives). As such the average invested operating capital is derived from the management balance sheet and does not reconcile directly to the statutory balance sheet. All elements of average invested operating capital are calculated in accordance with IFRS.

· Sarah Kuijlaars was appointed as Chief Financial Officer and to the Board of Directors from 16 September 2024. She replaced Dawn Allen, who resigned from the Board and as Chief Financial Officer with effect from 15 September 2024.

· Sybella Stanley, a non-executive director and Chair of the Remuneration Committee, retired from the Board on 31 December 2024 as planned after nine years of service.

· Jeff Carr joined the Board as a non-executive director on 1 April 2024. He became Chair of the Remuneration Committee from 1 January 2025.

· Glenn M. Fish and Cláudia Vaz de Lestapis were appointed as non-executive directors from 15 November 2024, as representatives of J.M. Huber Corporation in accordance with the terms of the acquisition ofCP Kelco.

· Patricia Corsi resigned from the Board from 31 March 2025 due to her increased executive responsibilities elsewhere.

In addition, as previously announced:

· Lars Frederiksen will leave the Board after the AGM on 24 July 2025 as planned after nine years of service.

· Steve Foots will become a non-executive director following the AGM on 24 July 2025, subject to his election at the AGM.

CONSOLIDATED INCOME STATEMENT

* Prior year comparatives restated for discontinued operations. See Notes 2 and 7.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CASH FLOWS

A reconciliation of the movement in cash and cash equivalents to the movement in net debt is presented in Note 10.

The cash flows from discontinued operations included above are presented in Note 7.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

TATE & LYLE PLC

NOTES TO THE FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MARCH 2025

1. Background

The financial information on pages 16 to 35 is extracted from the Group's consolidated financial statements for the year ended 31 March 2025, which were approved by the Board of Directors on 21 May 2025.

The financial information does not constitute statutory accounts within the meaning of sections 434(3) and 435(3) of the Companies Act 2006 or contain sufficient information to comply with the disclosure requirements of UK-Adopted International Accounting Standards.

The Company's auditor, Ernst & Young LLP, has given an unqualified report on the consolidated financial statements for the year ended 31 March 2025. The auditor's report did not include reference to any matters to which the auditor drew attention without qualifying its report and did not contain any statement under section 498 of the Companies Act 2006. The consolidated financial statements will be filed with the Registrar of Companies, subject to their approval by the Company's shareholders on 24 July 2025 at the Company's Annual General Meeting.

2. Basis of preparation

Basis of accounting

The Group's consolidated financial statements for the year ended 31 March 2025 have been prepared in accordance with UK-Adopted International Accounting Standards.

The Group's principal accounting policies are unchanged compared with the year ended 31 March 2024. The Group's principal accounting policies have been consistently applied throughout the year. Descriptions and specific accounting policy information on how the Group has applied the requirements of UK-Adopted International Accounting Standards will be included in the notes to the consolidated financial statements in the Group's 2025 Annual Report. All amounts are rounded to the nearest million, unless otherwise indicated.

Discontinued operations and application of Held for Sale

On 22 May 2024, the Group agreed the sale of the remaining interest in its Primient joint venture to KPS Capital Partners for US$350 million (£277 million), which completed on 27 June 2024.

In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations', from 20 May 2024 the Group classified its 49.7% interest in Primient as a disposal group held for sale and as a discontinued operation. At this point the Group ceased equity accounting for the Primient joint venture. 20 May reflects the date that negotiations on substantive matters with KPS were completed. An operation is classified as discontinued if it is a component of the Group that: (i) has been disposed of, or meets the criteria to be classified as held for sale; and (ii) represents a separate major line of business or geographic area of operations or will be disposed of as part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations. The Primient joint venture meets the criteria for being a major line of business as it was a reportable segment. The results of discontinued operations are presented separately from those of continuing operations.

Accordingly, the results for the year to 31 March 2024 have been restated impacting the consolidated income statement. Refer to Note 7 for further details on discontinued operations.

New Accounting standards

On 1 April 2024, the Group adopted the amendments to IAS 7 and IFRS 7 relating to Supplier Finance Arrangements. The amendments clarify the characteristics of supplier finance arrangement and introduce additional disclosure requirements in relation to such arrangements. Refer to the 2025 Annual Report for further details.

In addition, the adoption of the following amendments from 1 April 2024 had no material effect on the Group's financial statements:

· Classification of Liabilities as Current and Non-Current - Amendments to IAS 1;

· Lease Liability in a Sale and Leaseback - Amendments to IFRS 16; and

· Non-current liabilities with Covenants - Amendments to IAS 1.

On 9 April 2024, IFRS 18 Presentation and Disclosure in Financial Statements was issued which will be effective for the Group from 1 April 2027 onwards. An impact assessment on this new standard is currently being performed.

No other new standards, new interpretations or amendments to standards or interpretations that are effective or that have been published but are not yet effective, are expected to have a material impact on the Group's financial statements.

2. Basis of preparation (continued)

Alternative performance measures

The Group also presents alternative performance measures, including adjusted earnings before interest, tax, depreciation and amortisation ('adjusted EBITDA'), adjusted profit before tax, adjusted earnings per share, free cash flow, net debt to EBITDA and return on capital employed. These alternative performance measures reported by the Group are not defined terms under UK-Adopted International Accounting Standards and may therefore not be comparable with similarly-titled measures reported by other companies. Refer to further details on pages 12 to 15 ('Non-GAAP measures')].

Reconciliations of the alternative performance measures to the most directly comparable IFRS measures are presented in Note 3.

Exceptional items

Exceptional items comprise items of income, expense and cash flow, including tax items that: are material in amount; and are outside the normal course of business or relate to events which do not frequently recur, and therefore merit separate disclosure in order to provide a better understanding of the Group's underlying financial performance. Examples of events that give rise to the disclosure of material items of income, expense and cash flow as exceptional items include, but are not limited to:

· significant impairment events;

· significant business transformation activities;

· disposals of operations or significant individual assets;

· litigation claims by or against the Group; and

· restructuring of components of the Group's operations.

For tax items to be treated as exceptional, amounts must be material and their treatment as exceptional enable a better understanding of the Group's underlying financial performance.

Exceptional items in the Group's financial statements are classified on a consistent basis across accounting periods.

M&A costs

M&A costs are excluded from alternative performance measures as follows:

· Amortisation of acquired intangible assets: costs associated with amounts recognised through acquisition accounting that impact earnings compared to organic investments;

· Amortisation of other fair value adjustments on acquisition: costs associated with uplifts in asset valuations recognised through acquisition accounting that impact earnings compared to organic investments; and

· Other M&A activity-related items: incremental costs associated with completing a transaction which include advisory, legal, accounting, valuation and other professional or consulting services as well as acquisition-related remuneration and directly attributable integration costs incurred in the first 12 months of the acquisition.

3. Reconciliation of alternative performance measures

Income statement measures

The Group presents alternative performance measures including adjusted earnings before interest, tax, depreciation and amortisation ('adjusted EBITDA'), adjusted profit before tax and adjusted earnings per share.

The following table shows the reconciliation of the key income statement alternative performance measures to the most directly comparable measures reported in accordance with UK-Adopted International Accounting Standards: