The Future
of High
Performing
Places
Mitie Group plc
Annual Report and Accounts
2026
We are Mitie
Facilities Transformation and Facilities Compliance company.
A trusted partner to a diverse range of public and private sector
customers, managing and transforming their built estates and ensuring
they meet with increasing regulatory requirements.
In each of our Facilities Management service lines of Engineering
Maintenance, Security and Hygiene we hold market leadership positions.
We upsell Facilities Transformation capital projects in higher-growth
categories including buildings infrastructure, data centres, decarbonisation,
fire & security and power & grid connections.
We also deliver business-critical Facilities Compliance in Fire & Security
Strategic report
02
We are Mitie
04
Our performance highlights
06
Our business at a glance
10
Chair’s statement
12
Macro trends
14
Our investment case
15
FY25-FY27 Strategic Plan
16
Our key pillars of growth
24
Chief Executive Officer’s review
30
Key performance indicators
34
Our business model
36
Stakeholder engagement
41
Operating review
46
Finance review
52
Sustainability statement
84
Principal risks and uncertainties
96
s172 statement
97
Non-financial and sustainability
information statement
98
Viability statement
Governance
100
Chair’s introduction to governance
and the Board
101
Board of Directors
104
Board leadership and
Company purpose
106
Division of responsibilities
108
Strategy and the Boardroom
110
How the Board monitors culture
114
Board effectiveness
117
Nomination Committee report
122
Audit & Risk Committee report
130
Environmental, Social & Governance
(ESG) Committee report
133
Directors’ remuneration report
149
Directors’ report
152
Statement of Directors’
responsibilities
Financial statements
154
Independent auditor’s report to
the members of Mitie Group plc
161
Consolidated income statement
162
Consolidated statement of
comprehensive income
163
Consolidated statement of financial
position
165
Consolidated statement of changes
in equity
166
Consolidated statement of cash flows
168
Notes to the consolidated financial
statements
217
Company statement of
financial position
218
Company statement of changes
in equity
219
Notes to the Company financial
statements
223
Appendix – Alternative Performance
Measures (APMs)
226
Shareholder information
Contents
Strategic report
Financial statements
Governance
03
Mitie Group plc
Annual Report and Accounts 2026
“FY26 has been another year of progress as we enter
the final year of our FY25-FY27 Strategic Plan.
We achieved double-digit growth in revenue and
operating profit before other items for the third
consecutive year and good free cash flow generation,
while building both our order book and bidding
pipeline to record levels.
Additionally, the strategic acquisition of Marlowe during
the year further developed our leadership into Facilities
Compliance and created unique ‘Total Managed Water’
and ‘Total Fire & Security’ propositions.
Our performance is driven by the commitment of our
84,000 colleagues and I would like to extend my thanks
to the team for their hard work and service excellence.
With good momentum and growth underpinned
by favourable macro trends, we are confident of
delivering our Strategic Plan and continuing to create
long-term value for shareholders.”
Phil Bentley
Chief Executive Officer, Mitie Group
04
Mitie Group plc
Annual Report and Accounts 2026
KPI
OUR PERFORMANCE HIGHLIGHTS
Another year of progress
Good financial performance
Revenue (£m)
£
5,619
m
3,903
3,945
4,445
5,083
5,619
FY22
FY23
FY24
FY25
FY26
Operating profit before
Other items
1
(£m)
£
264
m
167
162
210
234
264
FY22
FY23
FY24
FY25
FY26
Operating profit (£m)
£
151
m
72
117
166
162
151
FY22
FY23
FY24
FY25
FY26
Basic earnings per share before
Other items
1
(p)
13.6
p
9.2
9.5
12.3
12.7
13.6
FY22
FY23
FY24
FY25
FY26
Basic earnings per share (p)
6.6
p
2.2
6.8
9.8
8.2
6.6
FY22
FY23
FY24
FY25
FY26
Free cash flow (£m)
£
162
m
147
66
158
143
162
FY22
FY23
FY24
FY25
FY26
Dividend per share (p)
4.5
p
1.8
2.9
4.0
4.3
4.5
FY22
FY23
FY24
FY25
FY26
ROIC (%)
18.1
%
29.9
25.4
26.4
24.5
18.1
FY22
FY23
FY24
FY25
FY26
KPI
KPI
KPI
KPI
KPI
KPI
1.
Other items are as described in Note 4 to the consolidated financial statements.
Alternative Performance Measures (APMs)
The Group’s performance measures continue to include some measures which are
not defined or specified under International Financial Reporting Standards (IFRS).
A reconciliation of the APMs to the equivalent IFRS measures is provided in the
Appendix – Alternative Performance Measures on pages 223 to 225.
Key performance indicators (KPIs)
Pages 30 to 33.
05
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Record total order book and bidding pipeline
Customer type by revenue
Total order book
£
16.3
bn
(+6% yoy)
Government
50
%
Non-government
50
%
1 year
£
4.4
bn
1-2 years
£
3.2
bn
>2 years
£
8.7
bn
Bidding pipeline
£
31.7
bn
(+34% yoy)
Immigration & Justice
£
8.6
bn
Local Gov & Education
£
1.8
bn
Healthcare
£
1.9
bn
Defence
£
5.0
bn
CNI & Data Centres
£
2.5
bn
Retail
£
2.2
bn
Financial Services
£
1.4
bn
Industry & Manufacturing
£
1.6
bn
Compliance
£
0.4
bn
Positive trends across non-financial measures
Colleague engagement
KPI
Net Promoter Score
KPI
Colleague turnover
KPI
Carbon emissions
1
KPI
74
% +11ppt
FY25: 63%
+
64
+1pt
FY25: +63
12
% 0ppt
FY25: 12%
257,995
-5%
FY25: 270,419
1.
Scope 1, 2 and 3 global carbon emissions (tonnes CO2e), net of 6,778 carbon credits.
Mitie Group plc
Annual Report and Accounts 2026
06
OUR BUSINESS AT A GLANCE
The Future of High Performing Places
Our purpose:
Better Places; Thriving Communities
We believe better places lead to thriving communities.
When people have better places, it is easier for them
to connect and collaborate, to feel safe and secure,
and to belong. It drives us to make every place we
touch safer, cleaner and more secure and sustainable.
Our approach
Better places do not happen by accident. It takes care,
attention and a blueprint for the future. At Mitie, we
create low-carbon, technology-enabled places that are
safe, connected, responsive and resilient. All backed by
data, so that every decision we make delivers. We are
the Future of High Performing Places.
Our customers’ evolving needs
Optimising
asset performance and
maximising productivity
Protecting
people, property
and assets
Creating
healthier and more
sustainable spaces
Transforming
estates, workplaces and
customer experience
Accelerating
the path to Net Zero
Complying
with increasingly stringent
building regulations
07
Mitie Group plc
Annual Report and Accounts 2026
Financial statements
Governance
Strategic report
Engineering Maintenance
We work with customers to optimise the performance and productivity
of their assets through an extensive suite of engineering services that
enable predictive maintenance and remote monitoring. We have the
UK’s largest team of trained engineers, implementing solutions to ensure
that buildings comply with regulations and infrastructure and systems
remain fully operational.
Security
We protect our customers’ property and assets and keep people safe.
Our delivery is underpinned by leading risk and threat intelligence,
technology and a team of fully vetted, highly trained security
professionals at our two Intelligence Security Operations Centres
(ISOCs), working together with our front-of-house colleagues to enable
Safer Communities for our colleagues, customers and the public.
Hygiene
We create healthier and more sustainable spaces for our customers,
using technologies such as sensors, spill detect computer vision and our
Merlin Connect operating platform to deliver data-driven, demand-
led hygiene solutions. This provides customers with assurance over
cleanliness and drives efficiency and productivity gains.
See pages 16 to 19
See FY25-FY27 Strategic Plan page 15
Projects
We bring together technology and expertise from across the business
to offer an unrivalled breadth of self-delivery capability to consult, design
and deliver projects that transform our customers’ estates, workplaces
and experiences, and accelerate their path to Net Zero. We continue to
enhance our capabilities both organically and through infill acquisitions.
See pages 20 to 21
Fire & Security / Water & Environmental Services
We provide national, end-to-end compliance across fire & security, water
and air quality management, electrical testing and asbestos services.
We work with customers, including those in the most complex and
regulated industries, to protect critical environments, avoid disruption to
operations, extend asset lifespans and meet sustainability targets.
See pages 22 to 23
Delivering our capabilities through two business divisions
Our Facilities Management, Transformation and Compliance capabilities are delivered through two divisions,
each with specialist capabilities and sector focus:
See Operating review on pages 41 to 45
Business Services (£3.0bn revenue)
• Security
• Hygiene & Landscapes
• Facilities Compliance (inc. Marlowe)
• Central Government
• Immigration & Justice
• Spain
Technical Services (£2.6bn revenue)
• Engineering
• Defence
• Healthcare, Local Government
& Education
£
5.6
bn
revenue
FACILITIES MANAGEMENT
FACILITIES TRANSFORMATION
FACILITIES COMPLIANCE
08
Mitie Group plc
Annual Report and Accounts 2026
OUR BUSINESS AT A GLANCE
continued
Our customers
We have a loyal and diverse blue-chip customer
base across a broad range of sectors, including those
showcased below.
Transport & aviation
Retail, logistics,
hospitality and leisure
Corporate and
professional services
09
Mitie Group plc
Annual Report and Accounts 2026
Financial statements
Governance
Strategic report
Public sector
Manufacturing
Critical environments
(including healthcare
and life sciences)
10
Mitie Group plc
Annual Report and Accounts 2026
CHAIR’S STATEMENT
Delivering growth; building long-term value
Dear Mitie Shareholder
FY26 has been a year of further progress for Mitie, as we continue to
lead the industry in anticipating and meeting the increasingly sophisticated
needs of our customers for their built estates, against a rapidly evolving
economic and regulatory backdrop.
It has also been my first year as Chair, having been appointed at Mitie’s
Annual General Meeting (AGM) in July 2025, succeeding Derek Mapp.
I would like to begin by acknowledging Derek’s significant contribution
during his eight-year tenure. His leadership helped to shape Mitie into a
business with great potential for further growth.
Since joining Mitie, I have spent time engaging with colleagues and
customers across the business. This has reinforced my confidence in the
quality and ambition of your Company. Mitie stands out as a purpose-
driven business, playing an essential role in supporting our customers,
the wider economy and society. We serve a broad range of public and
private sector customers, many of whom entrust us with complex and
business-critical operations.
Mitie’s focus on technology and data is central to its differentiation. Whether
deploying smart, integrated systems to improve energy performance or
manage water consumption across customer estates, applying predictive
analytics to maximise asset productivity or using Artificial Intelligence
(AI) to automate systems and processes, Mitie is regarded as an
innovation partner. We will continue to invest in these capabilities.
What also struck me is Mitie’s distinctive culture: low ego, high impact,
where our 84,000 colleagues consistently demonstrate collaboration,
care for one another and the communities we serve, and an unwavering
commitment to service excellence.
Taken together, these attributes underpin the Group’s good operational
and financial performance, as well as progress towards delivering our
FY25-FY27 Strategic Plan.
Mitie delivered double-digit growth in revenue and operating profit
before Other items in FY26, underpinned by significant contract awards
as well as a record order book and pipeline of bidding opportunities.
Cash generation and the balance sheet remained strong, reflecting the
quality of our business model and disciplined financial management.
This has enabled continued proactive capital deployments, including the
strategic acquisition of Marlowe in August 2025, extending our market
leadership into business-critical Facilities Compliance.
“In my first year as Chair, I have been
impressed by the strength of Mitie’s
technology-led proposition, its culture and
the dedication of our colleagues, whose
commitment underpins our success.
The Group has delivered another year
of progress, while further developing its
leadership into business-critical Facilities
Compliance through the acquisition
of Marlowe.
I am confident that your Company
will continue to build momentum, and
I would like to thank our shareholders,
customers, colleagues and partners for
your continued support.”
Christopher Rogers
Chair
11
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Board changes
In addition to Derek Mapp stepping down as Chair and leaving the Board in
July 2025, Mary Reilly, who remains on the Board, stepped down as Chair
of the Audit Committee after eight years of service. I would like to thank
Mary for her significant contribution as Chair of the Audit Committee
and welcome Penny James, who joined the Board in February 2024, as her
successor. The Audit Committee became the Audit & Risk Committee in
January 2026.
We also said farewell to Senior Independent Director, Roger Yates,
who retired from the Board in December 2025 after almost eight
years of distinguished service. Jennifer Duvalier has assumed the role of
Senior Independent Director, while continuing to serve as Chair of the
Remuneration Committee.
Jennifer is expected to remain on the Board beyond the UK Corporate
Governance Code’s recommended tenure limit of nine years for non-
executive directors on a ‘comply or explain’ basis. This will provide
continuity and the retention of significant experience, while maintaining
strong standards of governance and effective Board oversight.
Finally, as highlighted in the Chief Executive Officer’s Review, it remains Phil
Bentley’s intention to retire at the end of the FY25-FY27 Strategic Plan,
once a successor is in place. A comprehensive succession process is well
underway and further updates will be provided in due course.
Shareholder returns
Our capital deployment policy is focused on the best use of capital to
deliver superior returns to shareholders and drive long-term growth in
the business, while maintaining a strong balance sheet, with leverage of
0.75-1.5x (daily average net debt/EBITDA).
The Board is recommending a final dividend of 3.1p per share. When
added to the 1.4p interim dividend paid in respect of the first six months
of the year, this brings the total dividend for FY26 to 4.5p per share. This
represents a 5% increase on the prior year (FY25: 4.3p) and a payout ratio
of 33% (FY25: 34%). The final dividend will be paid on 27 August 2026,
following approval at the July 2026 AGM.
During FY26, we returned a total of £147m to shareholders through
share buybacks, share purchases to fulfil colleague incentive schemes,
and dividends. This is in addition to investing c.£350m in Marlowe
(cash and shares consideration) and £15m in four smaller, capability-
enhancing acquisitions.
Looking ahead
Mitie is entering FY27 with confidence of delivering its FY25-FY27 Strategic
Plan and good momentum to continue building a platform for long-term,
sustainable value creation.
As Chair, my priorities are to support the executive team in executing
our strategy; ensure the Board continues to provide rigorous governance,
oversight and challenge; plan for succession; maintain capital discipline and
effective risk management; and foster open and constructive engagement
with shareholders and other stakeholders.
Mitie benefits from compelling growth opportunities, underpinned by
favourable macro trends, and a strategic focus on expanding our leadership
in Facilities Management, Transformation and Compliance, led by an
exceptional team.
I am confident that the business will continue to build momentum and I
would like to thank our shareholders, customers, colleagues and partners
for their continued support and commitment.
Christopher Rogers
Chair
Further reading
FY25-FY27 Strategic Plan
See page 15
Chief Executive Officer’s Review
See pages 24 to 29
Stakeholder engagement
See pages 36 to 40
Finance review
See pages 46 to 51
Sustainability statement
See pages 52 to 83
Governance report
See pages 99 to 152
12
Mitie Group plc
Annual Report and Accounts 2026
MACRO TRENDS
Underpinning our growth
Our service lines and sectors have attractive growth prospects that are underpinned by favourable macro
trends, ranging from decarbonisation and the modernisation of the built environment to changes in the
regulatory landscape and public sector areas of investment.
Decarbonising and modernising the built environment
As the UK progresses towards Net Zero, the energy performance requirements for commercial
buildings are becoming more stringent. Around 80% of UK buildings require investment to meet
the Minimum Energy Efficiency Standards (MEES) by 2030. This increasing, compliance-driven
investment is complemented by spending on workplace redesigns that support hybrid working.
These redesigns place greater emphasis on amenities, technology, wellbeing and sustainability in
order to attract and retain talent.
£
1.4
trn
estimated cost of achieving
Net Zero in the UK by 2050
Facilities Transformation
Prison capacity shortage
At the end of 2025, 87,000 individuals were held in the UK’s adult prison estate, significantly
exceeding designed operational capacity. In response, the Ministry of Justice’s 10-year Prison
Capacity Strategy sets out plans to deliver an additional 14,000 prison places by 2031, supported
by c.£10bn of investment in new prisons, new houseblocks, rapid deployment cells and the
refurbishment of existing facilities.
£
10
bn
government investment
to increase prison capacity
Facilities Management
Rising business crime
The British Retail Consortium Crime Report 2026 highlights that crime remains a significant
operational and financial burden for UK retailers. The combined known cost of crime and
prevention remains close to £1bn per annum, alongside continued high levels of violence and abuse
against shopworkers. Retail crime drives higher security costs, operational disruption and risks to
colleague safety, reinforcing the need for sustained investment in prevention and enforcement.
£
5.5
bn
spent on crime prevention
in past five years
Facilities Management
Private sector as first line of defence
The Terrorism (Protection of Premises) Act 2025, known as ‘Martyn’s Law’, received Royal Assent
in 2025, placing statutory responsibility for public safety on those responsible for certain buildings
and events. Mitie contributed to the development of this legislation and is supporting customers
with security best practice and compliance. Together with increased government outsourcing,
rising levels of business crime and greater demand for technology-enabled security solutions.
We compete in a £8.8bn UK security market comprising core facilities management services, active
fire and security systems.
£
8.8
bn
UK security market
Facilities Management
NHS estate maintenance
The UK Government has committed £64bn over the next decade to maintain the NHS estate,
with allocations protected in real terms until 2035. The NHS capital guidance outlines a £4.0bn
annual allocation for provider operational capital, covering day-to-day maintenance, the renewal
of plant and equipment, and minor building works. Complementing this is a dedicated £750m per
annum Estates Safety Fund to tackle critical infrastructure risks and ensure statutory compliance.
£
64
bn
government commitment to
maintain the NHS estate until 2035
Facilities Management
13
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Repurposing the electricity grid
The UK’s energy requirements are becoming increasingly reliant on renewable sources, requiring
substantial investment to modernise and upgrade Grid infrastructure and build sufficient storage
capacity. To meet these needs, National Grid is investing up to £60bn in its infrastructure network
by 2029. This also creates opportunities for Independent Connection Providers to deliver private
network solutions supporting growing demand from data centres, batteries and renewable
energy developments.
£
60
bn
National Grid
upgrade programme
Facilities Transformation
Growing building legislation
Demand is growing for business-critical compliance services as a result of more stringent building
regulations, including those relating to fire and building safety and the environment, alongside
increasing insurance and sustainability requirements. In the public sector alone, the National Audit
Office estimates a £49bn maintenance backlog across government buildings, highlighting the scale
of investment required to meet statutory requirements and increased levels of scrutiny.
£
7.6
bn
Facilities Compliance market
Facilities Compliance
Investment in UK water infrastructure
AMP8 represents a step change in UK water infrastructure investment, with Ofwat approving
c.£104bn of spend between 2025 and 2030. This funding is focused on improving water quality,
reducing pollution and leakage, strengthening resilience to climate change and population growth,
and accelerating progress towards Net Zero. Delivery of AMP8 will require sustained investment
in asset maintenance, upgrades and new infrastructure across the water estate.
£
104
bn
Asset Management Period 8
(AMP8) investment
Facilities Compliance
Accelerating data centre investment
The UK has designated data centres as Critical National Infrastructure, underlining their strategic
importance to AI and the digital economy. Industry analysis identifies over £45bn of announced
UK data centre investments since 2023, with rapid near-term expansion driven by AI workloads,
hyperscale cloud demand and data sovereignty requirements, despite ongoing power and
regulatory constraints.
£
45
bn
UK data centre investments
Facilities Transformation
Increasing investment in UK Defence
The UK’s estimated core military expenditure for the 2026/27 financial year is £66bn, according
to the Labour government’s 2025 Budget. This figure represents a rise of £13.3bn over five years,
driven by plans to increase spending to 2.6% of GDP by 2027 and eventually reach 3.5% of GDP
for armed forces by 2035.
£66
bn
Estimated UK defence
spend for 2026/27
Facilities Transformation
14
Mitie Group plc
Annual Report and Accounts 2026
OUR INVESTMENT CASE
Mitie is a high-quality compounder of growth
We have a proven track record of delivery, operating in segments underpinned by favourable macro
trends. We have a loyal and diverse blue-chip customer base, long-duration contracts and core capabilities
differentiated by technology, innovation and our colleagues.
Consistent track record
• Track record of delivering earnings
growth, margin expansion and sustainable
free cash flow (FCF) generation
• Record bidding pipeline and order book
to support future growth
• High win and retention rates
• Ability to improve contract profitability
through efficiencies and cross-sell of
higher-margin adjacencies
• Successful acquirer, creating material
value through revenue and cost synergies
• Strong balance sheet; modest leverage
210
%
Total Shareholder
Return (FY22-FY26)
#
1
in UK Facilities Management,
Transformation and Compliance
£
30
bn
FM market
(Frost & Sullivan, 2025)
Technology and AI investment
• Market-leading technologies a key
differentiator and create barriers to entry
• Ability to aggregate workflow and
workforce data across customer estates
• Capabilities enriched by AI to drive
efficiencies and deliver high-value insights
• Considerable scale advantages and
strategic partnerships with global
technology companies
• New enterprise-wide programme
to reimagine and optimise internal
workflows and customer-facing solutions
• Industry-leading cyber security
credentials: A99; NIST 4.1; and
ISO 27001:2022 certified
Scale and market leadership
• Leading Facilities Management (FM)
market share and leadership in core FM
service lines
• Leading Facilities Transformation projects
offering in attractive growth markets
• Leading Facilities Compliance market
share in fragmented market
• 3,000+ customers across broad sectors
• Long-duration contracts (c.4-5-year
average) with inflation protection on
the majority
• 84,000 colleagues delivering outstanding
service, as reflected by +64pt Net
Promoter Score
Best-in-class ESG credentials
• AA rating from MSCI; CDP Climate and
Supply Chain A List; and Low risk rating
from Sustainalytics
• Achievement of effective Net Zero for
Scope 1 and 2 emissions in 2025
• Ambitious Net Zero target for Scope 3
emissions by 2035
• One of the UK’s largest fleets of
electric vehicles
• Plan Thrive pledges, including to uplift
one million lives, demonstrating the
commitment to our purpose
• Top Employer for eighth consecutive
year, and one of the most diverse
Dynamic growth market
• Operating in Europe’s largest and most
dynamic FM market, with the highest
outsourcing and Integrated FM (IFM) rates
• Service lines and sectors with attractive
growth prospects, underpinned by
favourable macro trends
• Significant exposure to high-growth
segments (e.g. data centres, defence,
healthcare and life sciences)
• Record £32bn pipeline of bidding
opportunities across key sectors
£
200
m
technology investment since 2017
15
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
FY25-FY27 STRATEGIC PLAN
Targeting growth and margin expansion
Our Strategic Plan is based on satisfying our customers’ evolving needs; delivering our pillars of growth;
and meeting our ambitious financial targets.
Facilities
Management
Facilities
Transformation
Facilities
Compliance
• Business-critical compliance services
• High recurring revenues and attractive margins
• Cross-sell to existing FM customers
• Unique Total Fire & Security offering
• Total Managed Water & Environmental Services
• Leading consult/design/deliver capabilities
• Full asset lifecycle/upgrade approach
• 80% upsell to existing FM customers
• £300k average project size
• Projects Centre of Excellence
• High win/renewal rates and IFM penetration
• Inflation-linked revenues; strong order book
• Leadership positions in core service lines
• Significant economies of scale
• Investments in technology leadership
Performance
£
230
m
revenue
1
FY27 target
+£
400
m
revenue
Performance
£
322
m
revenue
1
FY27 target
+£
200
m
revenue
Performance
£
623
m
revenue
1
FY27 target
+£
600
m
revenue
Key pillars of growth
+£
1.2
bn
Three-year revenue
growth target
Progress towards our medium-term financial targets
Strong financial performance
Proactive capital deployment
FY26 performance
FY26 performance
FY27 target
FY27 target
High single-digit compound
annual revenue growth
ROIC >20%
Op. profit margin >5%
Progressive dividend policy
FCF generation of £150m p.a.
Proactive capital deployment
Leverage 0.75x–1.5x
Revenue growth 10.5%
ROIC 18.1%
Op. profit margin 4.7%
Dividend +5% yoy
FCF generation £162m
Capital deployments £414m
Leverage 1.2x
See pages 24 to 29
See page 27
1.
Cumulative revenue added over two years (FY25 and FY26).
See Chief Executive Officer’s review, pages 24 to 29
16
Mitie Group plc
Annual Report and Accounts 2026
OUR KEY PILLARS OF GROWTH
Engineering Maintenance
FACILITIES MANAGEMENT
Optimising
asset performance
and maximising
productivity
Growth drivers
• Growing demand for enhanced building performance and
energy efficiency
• Greater emphasis on workplace health and safety
• Refurbishment and replacement of ageing buildings
• Digitalisation, smart buildings and predictive maintenance
• AI-enabled technology engineering platforms
• Growing demand for data-driven decision-making
What sets us apart
Scale and capability
We have the largest national mobile engineering
workforce and self-delivery engineering
capability in the UK. We manage buildings and
critical assets through over 300 contracts,
including for the Ministry of Defence in both UK
and overseas locations.
Technology
We create ‘intelligent buildings’ through sensor
technology, remote monitoring and predictive
maintenance for connected assets.
This enables us to turn big data into insights,
transforming facilities, reducing asset downtime
and saving energy and money for our customers.
Our Maximo systems have been upgraded
to MAS 9.1, enabling AI capabilities to be
embedded into our core engineering processes.
People
We are one of the UK’s largest employers
of trained and multi-skilled engineering
professionals. We attract and retain the best
talent with expertise in all core asset classes and
from across multiple industries.
Operational highlights
• 3,235 engineers, of which 450 are locally based
mobile engineers across the country
• 2m assets maintained for customers
• 2.35m planned maintenance visits per year
• 47GWh reduction in customers’ energy
consumption, saving over £9m (10%)
Our position
#
1
in UK
The leading provider of technology-led
engineering maintenance services
Market size
£
10.2
bn
Mitie market share
c.19
%
Projected market growth
4
% p.a.
UK engineering market
Top customer segments
Defence
Healthcare
Finance & Professional Services
Education
Retail
Market data sources: Frost & Sullivan 2025
Mitie
Competitors
17
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
OUR KEY PILLARS OF GROWTH
Security
FACILITIES MANAGEMENT
Protecting
people, property
and assets
Growth drivers
• Technological advancements including video analytics, biometric
authentication and remote access control
• Integration of advanced AI and Machine Learning (ML) technologies
into traditional security systems
• Continued uptick in crime rates
• Heightened requirements for regulatory compliance, including
Martyn’s Law
• Integrated intelligence for early threat detection
• Investment in infrastructure and security systems to create safer,
more connected communities
What sets us apart
Intelligence
By harnessing data-driven insights and staying
ahead of emerging threats, we proactively
identify risks and implement effective solutions.
Our intelligence-led approach ensures we do
not merely react to incidents, but anticipate and
prevent them wherever possible.
Technology
By integrating advanced systems, including
real-time monitoring, analytics and automation,
into our operations through our Intelligence
Security Operations Centres (ISOC), we
deliver innovative, tailored solutions to support
our customers’ complex security needs and
changing risk profiles. Our investment in cutting-
edge technology and proprietary intelligence
software, specifically Merlin 24/7 Protect, not
only strengthens our security posture but also
drives greater efficiency and value.
People
We attract the best people, including
former police officers, military personnel
and intelligence professionals with a deep
understanding of operational intelligence.
Through sustained investments in training,
development and wellbeing, we uphold the
highest standards of professionalism.
Operational highlights
• 25,000+ security professionals
• 200 intelligence analysts and assurance
professionals
• Two ISOCs (Northampton and Craigavon)
• 18 dedicated customer centres within ISOCs
• 121,000 lone workers protected
• 81,000 vehicles and assets tracked
• 33,000 CCTV and alarm systems monitored
Our position
#
1
in UK
Leading converged security services
provider
Market size
£
8.8
bn
Mitie market share
c.13
%
Projected market growth
3
% p.a.
UK Security market
Top customer segments
Retail
Central Government
Property Management
Transport & Logistics
Finance & Professional Services
Market data sources: Frost & Sullivan 2025; independent research commissioned by Mitie
Mitie
Competitors
18
Mitie Group plc
Annual Report and Accounts 2026
Mitie
Competitors
OUR KEY PILLARS OF GROWTH
Hygiene
FACILITIES MANAGEMENT
Creating
healthier and more
sustainable spaces
Growth drivers
• Robotics, automated cleaning systems and remote monitoring
• Data-led, demand-led hygiene solutions
• Specialised solutions for hospitals, food services and
construction sites
• Focus on environmentally sustainable cleaning products
and practices
• Recognition of the link between cleanliness and productivity
• Advanced analytics delivering higher-quality hygiene at lower cost
What sets us apart
Innovation
We leverage technology to deliver efficient
and effective cleaning solutions. Investments in
robotics, spill-detection computer vision and our
Merlin Connect platform enable demand-led
services that enhance quality, ensure compliance
and boost productivity. By using smart sensors
to tailor schedules, we elevate hygiene standards
and deliver tangible cost savings for our
customers.
Sustainability
We proactively adopt environmentally friendly
practices, from using eco-certified products to
reducing water and energy consumption.
Our teams are trained to minimise
environmental impact while delivering
outstanding results. At our Cleaning & Hygiene
Centre of Excellence (CHCoE), we develop
technology-led solutions, disinfection systems and
antimicrobial protectants. This facility showcases
our capabilities, experienced colleagues and
dedication to innovation.
People
Our comprehensive training programmes
ensure hygiene operatives are highly skilled,
motivated and engaged. By investing in our
workforce, we maintain high service standards
and foster a culture of continuous improvement.
Operational highlights
• 21,000+ highly trained colleagues
• CHCoE in Birmingham
• 40 NHS trusts supported
• 25m square feet of retail space
cleaned every day
• 1,000+ cleaning robots
• UK’s largest robotic cleaning fleet
at Heathrow Airport
Our position
#
1
in UK
The leading UK provider of hygiene
services
Market size
£
8.8
bn
Mitie market share
c.8
%
Projected market growth
2
% p.a.
UK Hygiene market
Top customer segments
Retail
Transport & Logistics
Finance & Professional Services
Manufacturing
Healthcare
Market data sources: Frost & Sullivan 2025
19
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Enhancing estate
performance at
LSBU Group
London South Bank University Group (LSBU Group) faced
challenges with facilities management services previously
spread across eight providers. Mitie was tasked with
creating a unified team under a single Integrated Facilities
Management (IFM) contract. This involved transferring 300
colleagues and consolidating services including engineering
maintenance, hygiene, portering, security, front-of-house,
waste management and landscaping. Additionally, Mitie’s
energy team supported LSBU Group’s application for
funding under the Public Sector Decarbonisation Scheme,
securing resources for decarbonisation projects. The
partnership aims to support LSBU Group’s mission to
provide accessible, high-quality technical education through
a safer, more efficient campus environment.
“From the initial bid process, Mitie
demonstrated a deep understanding
of LSBU Group’s business
requirements and provided tailored
solutions that perfectly addressed
our needs. They were incredibly
responsive and communicative
throughout the entire mobilisation
process and the inaugural year, making
it a smooth and efficient experience.
We are already seeing significant
improvements in compliance, planned
maintenance and soft service delivery
and we are confident that Mitie will
be a valuable partner to LSBU Group
into the future.”
James Lee
LSBU Group, FM Lead and Group
Security Lead
100%
compliance
achievement
A major outcome in the first year
was the significant improvement in
the compliance rate of statutory
maintenance across the estate,
rising from an average of 73% to an
impressive 100%. Mitie’s engineering
team undertook upgrades and
replacements to critical life safety
equipment, delivering immediate
cost savings for LSBU Group and
enhancing safety. This achievement
demonstrates the effectiveness of
our unified approach in addressing
previous gaps in statutory maintenance,
ensuring the estate meets all regulatory
requirements while improving overall
operational safety standards for the
university community.
19,000+
reactive tasks
completed
During the first year of the partnership,
Mitie’s teams completed 19,448 reactive
tasks across the LSBU Group estate,
highlighting the volume of urgent
maintenance and service requests
handled under the new IFM model.
The data and insights provided from
these tasks have helped inform LSBU
Group’s estate management strategy.
Specifically, this information enabled the
development of a lifecycle replacement
budget for its buildings, allowing for
more strategic long-term planning and
resource allocation based on actual
operational data gathered during the
inaugural year of the contract.
20
Mitie Group plc
Annual Report and Accounts 2026
FY25
FY24
FY23
FY26
1,200
900
600
300
0
FY25
FY24
FY23
FY26
200
150
100
50
0
FY25
FY24
FY23
FY26
200
150
100
50
0
OUR KEY PILLARS OF GROWTH
Projects
FACILITIES TRANSFORMATION
Transforming
estates, workplaces and
customer experience
Accelerating
the path to Net Zero
Growth drivers
• Grid modernisation: smart grids, renewables, storage and
EV charging infrastructure
• Decarbonisation of property portfolios to meet regulatory
requirements and Net Zero targets
• Asset lifecycle upgrades to enhance building performance
• Data centre investment driven by cloud services expansion,
AI adoption and rising digital infrastructure demand
• Investment in collaborative, commute-worthy workplaces
• Increasing building compliance and safety requirements
What sets us apart
Full asset lifecycle approach
We offer an unrivalled range of projects
across all asset classes through the full cycle
of consult, design, deliver and maintain. We
solve big-picture challenges for our customers,
from decarbonisation strategies to workplace
programmes and building technology solutions.
Technology and innovation
Our Projects Centre of Excellence drives
innovation and improves productivity. It
oversees operational standards and manages
technologies, including design software, building
information modelling, project management
tools and building sensor technologies.
Scale
We leverage our national scale and leadership to
upsell projects work as we continue to grow our
capabilities organically and through infill M&A.
Operational highlights
• Projects Centre of Excellence
• 2,400+ highly skilled project managers
• 150+ consulting professionals
• 6,000+ projects delivered annually
• c.80% of revenue from core Mitie customers
• c.£300k typical project value
• 1-3 months – typical length of project
Our position
Bringing together our
capabilities across the Group,
we are a leading UK projects
business, serving both public
and private sector customers
FY26 revenue
£
1.4
bn
Mitie revenue (£m)
Mitie revenue (£m)
Mitie revenue (£m)
Buildings infrastructure
Market size
(including Data Centres)
£
23
bn
Decarbonisation technologies
Investment required for UK to
achieve Net Zero by 2050
£
1.4
trn
Fire & Security capital projects
Market size
£
3
bn
Market data sources: ONS, OBR, independent
research commissioned by Mitie
14%
CAGR
36%
CAGR
178%
CAGR
• Mechanical & electrical services
• Heating, ventilation & air conditioning
• Building fabric
• Data centre principal contractor
• Power & grid connections
• Solar photovoltaics (PV)
• Battery storage
• Heat decarbonisation solutions
• EV charging infrastructure
• Consulting services
• Active fire
• Passive fire
• Security systems
• Data centre fire & security
Strategic report
Governance
Financial statements
21
Mitie Group plc
Annual Report and Accounts 2026
Data centre principal contractor
Mitie completed the engineering design
and build of Ark’s first data centre at
Longcross Park and Kao Data’s second
data centre in Harlow. A third data
centre for Kao Data, doubling capacity
for AI workloads, is underway, with
completion expected in 2027.
Solar carport
Mitie and Zestec delivered a 1.2MW
solar carport at LEGOLAND®
Windsor, generating 1.1m kWh of clean
power annually and cutting 195 tonnes
of carbon. The project provides shaded
parking and enhances energy resilience.
Urgent treatment centre
Design, build and operational
maintenance of a new modular facility
at Cumberland Infirmary, together
with associated civil engineering works.
Delivery was carefully sequenced to
ensure continuity of critical patient
services throughout.
Advanced manufacturing sites
Mitie delivered works for Rolls-Royce’s
NEST Life Extension programme
in Derby, extending the operational
life of a significant test and assembly
facility within a critical environment,
requiring close collaboration to
maintain business continuity.
UK transmission infrastructure
Mitie delivered civil and engineering
works for National Grid at the
Didcot national storage facility and 10
substations, as well as essential earthing
solutions for SSE and Scottish Power
substations, strengthening the UK’s
transmission infrastructure.
UK Armed Forces
Mitie has partnered with the UK
Armed Forces for over 30 years,
delivering infrastructure projects, such
as the airfield refurbishment at RAF
Mount Pleasant (Falklands) and the
installation of a new fuel facility at RAF
Akrotiri (Cyprus).
Snapshot of
our FY26
projects delivery
22
Mitie Group plc
Annual Report and Accounts 2026
OUR KEY PILLARS OF GROWTH
Fire & Security and Water & Environmental Services
FACILITIES COMPLIANCE
Complying
with increasingly
stringent building
regulations
Growth drivers
• Increasing regulations relating to fire and building safety, energy and
the environment
• More onerous insurance requirements for independent certification
• Rising customer focus on ESG, health & safety and risk management
• Demand for remote sensors, real-time water telemetry and smart
fire diagnostics
• Significant investment in UK water infrastructure via Asset
Management Period 8 (2025-2030) and 9 (2030-2035)
• Professional training requirements for in-house facilities personnel
to stay abreast of rapidly evolving compliance requirements
What sets us apart
Scale and capability
As the UK’s leading provider of business-critical
compliance services to commercial premises,
we specialise in Fire & Security and Water &
Environmental services. Our comprehensive
offerings are underpinned by unrivalled national
scale, a best-in-class operating model and full-
service self-delivery capabilities.
Total Fire & Security
Our national footprint enables fully integrated
fire and security solutions, bringing together
active and passive fire protection, intelligent
security systems, perimeter security, ICT
networking and remote monitoring under
one unified platform. Customers benefit from
market-leading technology, specialist expertise,
and assured compliance with industry standards
and legislation across their entire estate.
Total Managed Water
We offer a comprehensive portfolio of water
management services, spanning water retail,
M&E services, modular water treatment
systems, chemical supply, wastewater treatment
and reuse, and vegetation and biodiversity
services. This helps businesses and local
authorities optimise water consumption and
protect water infrastructure.
Operational highlights
• 2,700 fee earners covering every UK postcode
• 55-60% recurring revenue
• 85-90% self-delivery
• Contracts typically evergreen (renew annually)
Our position
#
1
in UK
Total Fire & Security
Market size
£
7.6
bn
Mitie market share
c.7
%
Projected market growth
5
% p.a.
Facilities Compliance market
Top customer segments
Critical National Infrastructure
Retail
Finance & Professional Services
Construction
Healthcare
Mitie
Competitors
Market data sources: Independent research commissioned by Mitie
23
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Managing 12,000 assets
across a high-security
complex defence estate
In addition to the delivery of Facilities
Management, we are now tasked
with the operation and maintenance
of a private water utility, managing
approximately 12,000 distinct assets
across AWE’s estate.
These assets include boreholes,
treatment plants, pumping stations
and a complex network of reservoirs,
all operating within a high-security
environment.
The scope requires us to maintain
24/7 availability to an N+1 resilience
standard, ensuring the uninterrupted
supply of potable and fire water while
managing the treatment and discharge
of foul and trade effluent waste.
10+5yr
water network
management contract
The creation of a Total Managed Water
proposition following the acquisition
of Marlowe led to the award of a new
water network management contract
for AWE in March 2026.
The contract is a comprehensive
agreement that combines operations
and maintenance with a rolling upgrades
programme aligned to AWE’s Site
Development Plan 2050.
As Principal Contractor, Mitie has
end-to-end control of both daily
operations and capital delivery. This
structure allows us to modernise ageing
infrastructure, improve resilience and
drive sustainability through proactive
lifecycle planning.
Leading NPS and colleague
engagement scores
The success of our partnership
with AWE is best reflected in
the exceptional satisfaction and
engagement metrics we have achieved.
This year, we recorded a Net Promoter
Score of +94, a figure that places us in
the top tier of service providers and
highlights the deep trust AWE has in
our team. Furthermore, our colleague
engagement score stands at 78%, with
a 91% participation rate, which indicates
a highly motivated and diverse team
that is fully invested in the success of
the partnership.
Two decades of
strategic collaboration
with AWE
Mitie’s partnership with the Atomic Weapons
Establishment (AWE) exemplifies long-term strategic
collaboration within one of the UK’s most secure
defence environments.
Since 2007, the relationship has evolved from a £3m
per annum Facilities Management contract delivering
Security and ancillary services into a critical, multi-
disciplinary infrastructure alliance, with an expected
annual contract value of c.£30m over the next 10 years.
This reflects the expansion of our footprint across
AWE’s Aldermaston, Burghfield and Blacknest sites as
well as our ability to upsell complex, high-value Facilities
Transformation and, now, Facilities Compliance services.
24
Mitie Group plc
Annual Report and Accounts 2026
+29%
CAGR
+19%
CAGR
+11%
CAGR
14.7
18.6
23.7
31.7
FY23
FY24
FY25
FY26
35
30
25
20
15
10
5
0
9.7
11.4
15.4
16.3
FY23
FY24
FY25
FY26
20
15
10
5
0
4.1
4.5
5.1
5.6
FY23
FY24
FY25
FY26
6
5
4
3
2
1
0
CHIEF EXECUTIVE OFFICER’S REVIEW
“FY26 has been another year of progress
as we enter the final year of our FY25-FY27
Strategic Plan, with double digit growth in
revenue and operating profit before Other
items for the third consecutive year and
good free cash flow generation.
Looking ahead, we enter FY27 with good
momentum, supported by a record order
book and bidding pipeline.”
Phil Bentley
Chief Executive Officer
Overview
Mitie delivered a good financial performance and made further strategic
progress during the second year of our FY25-FY27 Strategic Plan,
consolidating our leading positions across our three key pillars of growth:
Facilities Management, Facilities Transformation and Facilities Compliance.
Revenue for the 12 months to 31 March 2026 (FY26) grew by 10.5% to
£5,619m (FY25: £5,083m), with organic growth of 5.3% – remaining well
ahead of UK Facilities Management market growth of c.2-3% p.a. This uplift
in revenue, combined with £25m of savings from our ongoing programmes
of margin enhancement initiatives, has more than offset material cost
headwinds, including from inflation, additional employer National Insurance
Contributions (NIC), unsuccessful contract renewals and other one-off costs.
As a result, operating profit before Other items grew by 13% to £264.1m
(FY25: £234.1m) and operating profit margin before Other items increased
by 10bps to 4.7% (FY25: 4.6%). Basic earnings per share (EPS) before
Other items grew by 7% to 13.6p (FY25: 12.7p), despite an £11.5m increase
in net finance costs to £27.7m (FY25: £16.2m) primarily reflecting debt
funding for the Marlowe acquisition, which completed in August 2025,
alongside wider capital deployments.
Free cash flow generation grew by 13% to £162m (FY25: £143m) and
was well ahead of our guidance for ‘at least £120m’. Growth reflected
the increase in operating profit before Other items alongside effective
working capital management, which in turn supported increased
capital deployments.
We secured £6.3bn total contract value (TCV) of contract wins/renewals/
extensions, against a strong prior year comparative (FY25: £7.5bn). We are
entering FY27 with a record order book of £16.3bn (FY25: £15.4bn) and
pipeline of upcoming bidding opportunities of £31.7bn (FY25: £23.7bn),
both of which include Marlowe for the first time.
Based on the equivalent IFRS measures, operating profit reduced by 7%
to £151m (FY25: £162m) and basic EPS reduced by 20% to 6.6p (FY25:
8.2p). These reductions reflect a £40m increase in non-recurring ‘Other
items’ to £113m (FY25: £73m), primarily due to the one-off transaction
costs, integration costs, and non-cash amortisation related to the Marlowe
acquisition. Further details are set out in the Finance review.
Record pipeline (TCV £bn)
Record order book (TCV £bn)
Sustained revenue growth (£bn)
25
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
+27%
CAGR
+28%
CAGR
-7%
CAGR
4.8
5.6
7.6
9.9
FY23
FY24
FY25
FY26
10
5
0
1.9
2.2
3.0
4.0
FY23
FY24
FY25
FY26
5
4
3
2
1
0
3.0
3.5
4.7
2.4
FY23
FY24
FY25
FY26
5
4
3
2
1
0
FY25-FY27 Strategic Plan
Our Strategic Plan set out to extend Mitie’s Facilities Management market
leadership into Facilities Transformation projects and, following the
Marlowe acquisition, into business-critical Facilities Compliance. Together,
these three pillars of growth create a compelling, end-to-end customer
proposition that shifts our sales mix towards higher-margin adjacencies
while meeting our customers’ evolving needs.
We are differentiated by our scale, exceptional colleagues and sustained
investment in technology and AI, enabling us to aggregate workflow
and workforce data, improve efficiency, and deliver high-value insights
to public and private sector customers on the performance of their
built environment. Demand is underpinned by significant macro trends:
tightening regulation of the built environment; increased investment in
building modernisation; renewable energy; data centre investment; power
& grid connections; and now, water services.
At our Capital Markets Event in October 2023, where we launched our
Strategic Plan, we set ambitious financial targets, inclusive of M&A, to
accelerate growth and deliver superior returns to shareholders:
• High single-digit compound annual revenue growth
• Operating margin of at least 5% by FY27
• Basic EPS growth above that of revenue growth, despite higher
corporation tax rates
• Annual free cash flow of £150m by FY27
Our ambitious targets are underpinned by a proactive capital deployment
policy, leverage of 0.75-1.5x (average daily net debt/EBITDA, including
leases) and a return on invested capital above 20%.
Delivering our key pillars of growth through
our divisions
We deliver Facilities Management, Facilities Transformation and Facilities
Compliance through two business divisions – Business Services and
Technical Services – each with specialist capabilities and specific sector focus.
FY26 performance across both divisions is set out in the Operating review.
Business Services is the UK’s largest provider of Security and Hygiene
services, and generated revenue of £2,985m in FY26, up 18% compared
to FY25 (£2,538m). Within this, Facilities Management represented 75%
of divisional revenue, with Facilities Transformation (projects) contributing
11% and Facilities Compliance 14%. The latter includes both Marlowe and
Mitie’s capabilities in Fire & Security (excluding capital projects) and Water
& Environmental services.
Technical Services is the UK’s largest provider of Engineering Maintenance
and engineering projects, including across Defence and Healthcare, Local
Government & Education. The division generated revenue of £2,634m in
FY26, up 3% compared to FY25 (£2,545m), with Facilities Management and
Facilities Transformation (projects) contributing 59% and 41% of divisional
revenue, respectively.
Accelerating growth
Our Strategic Plan is delivering accelerated growth across all three key pillars:
1. Facilities Management – key account growth and scope increases;
2. Facilities Transformation – projects upsell and infill acquisitions; and
3. Facilities Compliance – growth in Fire & Security and Water &
Environmental services, following the acquisition of Marlowe
(combined with Mitie’s existing capabilities)
In FY26, organic growth through key accounts and scope increases
alongside projects upsell contributed 5.3% to revenue growth, inclusive
of contract pricing of 3%. Acquisitions completed since 1 April 2024
contributed a further 5.2% of inorganic growth, resulting in total revenue
growth of 10.5% to £5,619m.
Across our three key pillars, Facilities Management revenue grew by 4% to
£3,797m (FY25: £3,649m), Facilities Transformation revenue grew by 13%
to £1,401m (FY25: £1,238m) and Facilities Compliance revenue grew by
115% to £421m (FY25: £196m).
Pillar 1: Facilities Management
– sustained good level of contract awards
Facilities Management revenue increased by 4% to £3,797m (FY25:
£3,649m) across our two divisions. Over the medium-term, we
see significant opportunities to increase ‘share of wallet’ in Facilities
Management by c.£1.5bn, through the addition of service lines to our
existing strategic client accounts. We currently deliver Integrated Facilities
Management (IFM) to only c.40% of our largest contracts.
During FY26, we secured £6.3bn TCV of contract wins and extensions/
renewals, the majority of which relates to FM, reflecting recent
investments in our sales and marketing teams. This compares to a record
prior year comparative (FY25: £7.5bn TCV), which had included the
£1bn Department for Work and Pensions award for Security services,
the £0.4bn HMP Millsike prison contract and the renewal of our largest
private sector contract.
Near-term order book, 1-3 years
(TCV £bn)
Mid-term order book, 4-5 years
(TCV £bn)
Longer-term order book, 6+ years
(TCV £bn)
26
Mitie Group plc
Annual Report and Accounts 2026
CHIEF EXECUTIVE OFFICER’S REVIEW
continued
New wins of £3.4bn TCV (FY25: £5.0bn) included Hygiene services for
Transport for London; Security services for Asda; bundled and IFM services
for Aviva, Imperial College London and Staffordshire Police; Immigration
& Justice services for Scottish Prison Services and the Home Office; and
Landscaping for Landsec. We also extended our UK relationships with
Primark and an international e-commerce business to provide Hygiene
services in Spain.
Renewals/extensions of £2.9bn TCV (FY25: £2.5bn) included Security
services for Associated British Ports, Cooperative Group, Real Estate
Management Ltd and one of the UK’s largest supermarket chains; IFM
for GSK; Landscaping for JLL; and Immigration & Justice services for the
Home Office.
Mitie’s renewal rate rebounded to 84% (FY25: 59%), closer to our longer-
term average of c.90% and reflecting the good commercial momentum in
the business.
Pillar 2: Facilities Transformation (projects)
– Strong growth underpinned by favourable
macro trends
Facilities Transformation revenue increased by 13% to £1,401m (FY25:
£1,238m) across our two divisions. We continue to see strong demand
for projects across our customers’ estates, driven by the need to upgrade
the built environment, with c.80% of work delivered to existing Facilities
Management customers.
Project complexity has increased significantly over the past two years,
with the average order value having doubled to c.£300k. Although each
project is bespoke (running for 1-3 months), many form part of a larger
upgrade programme aligned to the long term investment priorities of our
customers. Over the medium term, we see the potential to ‘turbo-charge’
projects growth and build a c.£2bn business.
Ageing estates, the need to modernise buildings, the introduction of digital
technologies (Building Management/Energy Management Systems) and
investment in data centres remain key drivers of growth. Customers are
increasingly seeking integrated solutions that create intelligent, efficient and
compliant buildings. This includes lifecycle upgrades, systems integration,
and the deployment of smart technologies that enhance asset performance
and reduce operating costs.
Regulatory changes also continue to underpin demand, for example in
Fire & Security capital projects (and compliance services), where new
responsibilities on building owners and managers are driving investment,
and in energy efficiency, where minimum standards are expected to
require all let commercial buildings to reach EPC B by 2030. The British
Property Federation estimates that over 80% of UK commercial stock
currently falls below this threshold.
Decarbonisation is a further catalyst, with customers investing in low
carbon renewable technologies such as air and ground source heat pumps,
solar photovoltaic panels, electric vehicle charging infrastructure and
battery storage, alongside upgrades to power & grid connections, to meet
Net Zero commitments and reduce the impact of rising energy costs.
The UK continues to be one of Europe’s largest and fastest-growing data
centre markets, fuelled by hyperscaler and colocation demand as the
use of AI expands rapidly. We have built leading capabilities in the design,
delivery and maintenance of mechanical & electrical, cooling, and fire &
security systems across these critical environments. Beyond the UK, we
are also supporting customers such as Google, Microsoft and Equinix
in high-growth European locations, including the Nordics, where we
strengthened our regional capability through two infill Fire & Security
acquisitions at the end of March.
Across our Defence contracts, we continue to deliver a broad range of
project work aligned to the UK Government’s commitment to modernise
and decarbonise the defence estate. Lifecycle projects also remain a key
growth driver across Healthcare, Local Government & Education, where
public sector organisations are investing to improve estate resilience,
energy performance and compliance.
In our telecoms infrastructure business, the management actions taken
over the past two years have delivered a meaningful turnaround, with the
business returning to break even in FY26, compared with an £11m loss in
FY25. Revenue reduced by 35% to £37m (FY25: £57m) as we continued to
exit unprofitable frameworks. Looking ahead, we expect to see a return to
modest growth and profitability in the business.
Pillar 3: Facilities Compliance
– Marlowe initial revenue and cost
synergies delivered
On 4 August 2025, we completed the acquisition of Testing, Inspection
and Certification specialist, Marlowe, for c.£350m, comprising 290p in
cash (£228m) and 1.1 Mitie shares (86.6m new shares) per Marlowe share.
The acquisition contributed £208m of revenue in the first eight months of
ownership – the primary driver of 115% growth in Facilities Compliance
revenue to £421m (FY25: £196m) within Business Services.
Marlowe has outstanding and highly complementary Fire & Security and
Water & Environmental capabilities in the fast growing £7.6bn UK ‘Facilities
Compliance’ market, which reflects the increasing requirements for
business-critical assurance arising from more stringent regulations for fire
and building safety, water usage and discharge. The combination of Mitie
and Marlowe’s compliance businesses, with c.£0.5bn of annualised revenue,
makes us the leader in this highly fragmented market, with the potential to
become a c.£1.5bn business in the medium term.
The Marlowe integration programme continues to progress well, and
as a result, we delivered initial cost synergies of £7m in FY26 (included
within our expectation for at least £30m by FY28). These synergies have
come from the consolidation of Marlowe’s Alarm Receiving Centre (ARC)
operations into Mitie’s ARC in Northern Ireland; the exit from 15 Marlowe
properties; and the streamlining of certain back-office operations, including
payroll and procurement, as we move onto Mitie’s systems and ways
of working.
These initial synergies give us good momentum into FY27, with ongoing
workstreams including the optimisation of field force deployments onto
a single platform; consolidation of further roles and responsibilities;
continued property rationalisations; and the migration of Marlowe onto
Mitie’s cyber-secure and AI-enabled core systems.
We have established specialist sales capabilities and are making good
progress cross selling Marlowe’s regulatory-driven services to Mitie
customers. Awards in Total Managed Water included a £128m, 10-year
contract to provide AWE with water network management services and
projects work. We see further project opportunities through our heat
pump/extraction capabilities, as demonstrated by the recent award of
a combined water and air source heat pump project at our University
College London Hospital customer. In Total Fire & Security, wins at our
existing clients, including JLL, Rolls Royce and Vodafone, were achieved.
Additionally, Mitie compliance works contracted to third parties continue
to be transitioned to Marlowe.
27
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Record total order book and bidding pipeline
Our total order book increased by 6% to a record £16.3bn (end FY25:
£15.4bn), net of £5.6bn of revenue that was delivered in the year, and our
bidding pipeline increased by 34% to a record £31.7bn (end FY25: £23.7bn).
Both the order book and pipeline now include Marlowe within Facilities
Compliance and are split across our three key pillars, as below:
£bn
Total order book
Bidding pipeline
Key pillar:
FY26
FY25
Change
FY26
FY25
Change
Facilities
Management
13.0
12.4
5%
24.1
18.3
32%
Facilities
Transformation
2.8
2.8
–
6.8
4.8
42%
Facilities
Compliance
0.5
0.2
150%
0.8
0.6
33%
Total
16.3
15.4
6%
31.7
23.7
34%
We have high near-term revenue visibility, with over 60% of the total order
book due to be recognised in the next 1-3 years. Our typical Facilities
Management contract length is 3-5 years in the private sector and up to
5-10 years in the public sector, while Facilities Transformation project work
tends to be shorter-term in nature. Facilities Compliance contracts via
Marlowe are typically ‘evergreen’ (i.e. automatically renew). Although we
experienced some modest revenue dis-synergies, as expected, in the first
few months of ownership as competitors moved work away, we have seen
good growth momentum through the early cross-sell of services to Mitie’s
large blue-chip customer base, such as the recent 10-year AWE award.
Across the bidding pipeline, significant sectors include Immigration &
Justice, Defence and Healthcare, Local Government & Education in the
public sector, alongside Retail, Critical National Infrastructure (including
data centres), Manufacturing, Transport & Aviation and Financial Services
in the private sector. Over 70% of the pipeline is due to be awarded in the
next 18 months.
Operating margin progression
Progression in the operating profit margin before Other items continues to
be driven by the increasing contribution from higher growth, higher margin
Facilities Transformation and Facilities Compliance work (including Marlowe
cost synergies), alongside our ongoing programme of margin enhancement
initiatives – many of which are being accelerated through the deployment
of AI – together with operational leverage. These tailwinds are expected
to more than offset inflationary pressures and contract pricing dynamics in
a competitive market.
In FY26, the operating profit margin before Other items increased by
10bps to 4.7% (FY25: 4.6%), demonstrating the resilience of the business in
the face of material headwinds. The most significant of these was a c.£50m
increase in employer NICs, which we mitigated through a combination
of contractual and commercial recoveries from customers and margin
enhancement initiatives.
In total, we delivered £25m of cost savings through our margin
enhancement initiative programmes. Key workstreams included the
application of technology and AI to streamline workflows and optimise
resource deployment (see ‘technology’ section below); our ‘Mitie First’
initiative to increase self delivery and reduce reliance on third party
contractors; partnering with strategic client accounts to define and
implement best practice service delivery models; the continued delivery
of efficiencies across back office functions; and the consolidation of core
systems and processes across the Group. We also completed the rollout of
Coupa, our procurement digital supplier platform.
Early investments in the Strategic Plan across sales & marketing, contract
re bids and training and incentives for our ‘in contract’ teams continue to
deliver clear benefits, including high quality wins and renewals, and a record
pipeline of bidding opportunities to support strong revenue growth over
the medium-term. We also continue to invest in technology, including
the development of our Intelligent360 solutions and the enablement of
AI across our core systems, which will further enhance productivity and
service quality over time.
£
Sustainable free cash flow generation
We are targeting sustainable free cash flow generation of c.£150m per
annum in FY27. This, combined with our strong balance sheet and low
leverage, underpins our proactive approach to deploying capital and
delivering shareholder returns.
In FY26, the Group generated £290m of cash from operations (FY25:
£249m), leading to a free cash inflow of £162m (FY25: £143m), well ahead
of our guidance for ‘at least £120m’. The increase in free cash flow year-on-
year reflects the increase in profitability and ongoing working capital process
improvements, offsetting the increased working capital required to support
our growing projects business, longer payment terms on certain contracts
(particularly in the retail sector) and a one-off negative impact to working
capital of £8m arising from the Procurement Act 2023. This came into effect
in February 2025 and requires mandatory 30-day payment terms for all
subcontractors and suppliers on government framework contracts.
Proactive and growing capital deployments
Our capital deployment policy is focused on the best use of capital to
deliver superior returns to shareholders and drive long-term growth in
the business, while maintaining a strong balance sheet, with leverage of
between 0.75-1.5x (average daily net debt/EBITDA).
In FY26, we completed the acquisition of Marlowe for c.£350m, comprising
290p in cash (£228m) and 1.1 Mitie shares (86.6m new Mitie shares issued)
per Marlowe share. As part of this acquisition, we incurred transaction
costs of £7m. We also spent £15m on four infill acquisitions to add
capability alongside £13m on performance-linked earnouts relating to
infill acquisitions in prior years. We will continue to pursue strategic infill
M&A, although this is likely to be modest in scale over the remainder of
the Strategic Plan as we focus on delivering the benefits of the Marlowe
acquisition to build our Facilities Compliance platform.
We prioritise a progressive dividend at a payout ratio of between 30-40%,
and paid dividends of £55m during the year relating to the FY25 final
dividend and FY26 interim dividend. The Board is recommending an FY26
final dividend of 3.1p per share, which, when added to the 1.4p interim
dividend paid, takes the total dividend for FY26 to 4.5p per share. This is a
5% increase on the prior year (FY25: 4.3p) and represents a payout ratio
of 33% (FY25: 34%). The final dividend will be paid on 27 August 2026,
following approval at the 2026 AGM.
We have committed to purchase all shares required to fulfil colleague
incentive schemes to prevent shareholder dilution and acquired 21m shares
into our Employee Benefit Trust and Share Incentive Plan at a cost of £29m.
We will continue to return surplus funds to shareholders via share
buybacks to maintain leverage within our target range. In October 2025,
we launched a new £100m share buyback programme to be completed
over c.12 months. During FY26, we purchased 38m shares (£63m) at an
average price of c.166p. This includes 2m shares (£3m) purchased under
a previous programme, which was paused to accommodate the Marlowe
acquisition. We retained 5m shares in treasury to fulfil our 2022 Save As
You Earn scheme (which vested in February 2026), and cancelled all shares
purchased in excess of this.
28
Mitie Group plc
Annual Report and Accounts 2026
CHIEF EXECUTIVE OFFICER’S REVIEW
continued
Our intention is to commence a new £60m share buyback programme
on completion of the remaining c.£40m ‘tranche’ of the current £100m
programme, which will end no later than 30 September 2026. As such,
we expect to spend £100m on share buybacks in total during FY27
(c.£40m current programme plus £60m new programme).
Strong balance sheet and low leverage
Closing net debt at 31 March 2026 increased by £251m to £450m
(FY25: £199m), inclusive of £196m of lease obligations (FY25: £198m).
The increase reflects proactive capital deployments of £414m, primarily
relating to Marlowe (£228m), share buybacks (£63m) and dividends to
shareholders (£55m), partially offset by good free cashflow generation,
alongside a £2m decrease in lease obligations.
Average daily net debt in FY26 was £440m (FY25: £264m) and our
average daily net debt/EBITDA leverage was 1.2x (FY25: 0.8x), within our
0.75-1.5x target leverage range. Excluding lease obligations, our leverage
based on average daily net debt was 0.8x (FY25: 0.3x). Our covenant
leverage (excluding leases and based on closing net debt) was also 0.8x.
The Group’s main defined benefit pension scheme funding position
continued to improve through a combination of deficit repair contributions
and better investment returns. The latest quarterly funding update at
31 March 2026 from the scheme actuary showed an actuarial surplus of
c.£12m, a material improvement compared to the £19m deficit reported
in the last triennial valuation in 2023 (which had reduced from £73m in
2020). As a result, during the year we agreed with the scheme trustee to
cease deficit repair contributions ahead of schedule, saving £4.8m. We are
now working with the trustee to purchase a ‘buy-in’ policy with an insurer
to cover scheme liabilities, a common approach adopted by well-funded
schemes to de-risk the balance sheet of the company.
Advancing our technology leadership
Our technology leadership combines deep operational expertise with
advanced data, digital and AI capabilities to deliver intelligent, outcome-
focused solutions. By re-imagining and optimising core operational and
customer processes, we are improving productivity, resilience and insight
across increasingly complex customer estates, while enhancing our scalable
digital platforms that support long-term growth.
Our Intelligent Solutions are integrated through Mozaic360, our unified
data and AI insight platform for real-time visibility into service, asset
and environmental performance. Mozaic360 was launched in FY26 and
already supports more than 140 strategic customers, with the roll-out
continuing in FY27.
Intelligent Engineering Maintenance provides condition-based monitoring
and predictive maintenance across more than 700 connected sites,
improving asset availability and reducing unplanned downtime. Intelligent
Security uses advanced analytics to enable risk-based deployment across
more than 8,200 customer sites, primarily in retail, while Intelligent Hygiene
uses building data and sensors to deliver demand-led, sustainable services
across more than 400 sites. Our Intelligent Energy Products support over
400 customers in managing 17TWh of energy, representing c.3-4% of the
UK’s non-domestic energy market.
Customer engagement and service delivery are increasingly supported
by our digital command and engagement layer at our Technical Services
Operations Centre and Intelligence Security Operations Centre. Aria,
our customer mobile app, automates c.40% of service requests with its
embedded AI assistant, ESME.
Internally, AI-driven automation is a gaining momentum. Through the
SkanAI task mining platform, deployed across over 5,000 machines, 3.5m
hours of operational tasks and process insights were generated in assisting
Intelligent Process Automation (IPA). We are deploying AI agents and
software robots across operational and back-office processes, supporting
service desk operations, workflow automation and decision support.
155 ‘bots’ are currently live or in development, reducing manual workflows
and enabling faster response times and the creation of digital twins for
key processes.
Our core enterprise platforms continue to evolve. We upgraded our
Defence, Government and Commercial IBM Maximo systems to MAS
9.1, enabling AI-driven asset insights and integrated workflows across
our FM service lines. We also completed the rollout of Coupa across the
Group, embedding greater transparency and AI-enabled insights across
procurement and spend management.
We operate a robust AI governance framework and continue to invest in
digital/AI capability across our workforce. We have equipped thousands of
colleagues with Microsoft Copilot tools, supported by structured learning
programmes and have established 172 AI apprenticeships delivered in
partnership with Corndel, Imperial College London and Microsoft.
Process reimagination and optimisation –
positioning Mitie as a ‘frontier’ firm
The significant investments we have made in technology and data over
almost a decade provide a strong platform for an enterprise-wide
programme, developed with best-in-class partners across AI, engineering
and transformation, to re-imagine and optimise both our internal
workflows and our customer-facing solutions through agentic AI.
The programme builds on the foundations established through our IPA
workstream, and will create an agile, AI-enabled ecosystem that will
redefine traditional ways of working and position Mitie as a ‘frontier’
firm in the sector. This will in turn ensure that we are at the forefront
of operational, product and market opportunities and support further
margin expansion.
Over the next two years we will prioritise high-impact, end-to-end
‘domains’ (i.e. process groupings), covering more than 75% of Mitie’s cost
base, with a particular focus on Engineering Field Force; Hire-to-Retire;
Hygiene Delivery; and Security Monitoring and Delivery. Each domain is
supported by a central Transformation Office, AI Centre of Excellence and
our integrated technology platform.
The programme is designed to create value across every aspect of our
business. For Mitie, this is expected to drive material improvements in
both efficiency and effectiveness – creating a cost to serve advantage,
enhancing decision-making through automation and real-time data, and
enabling repeatable, scalable deployment at contract level via ‘clean
room’ architecture. For our customers, it will support a more consistent,
proactive and insight-led experience as Mitie evolves further into higher-
value segments and advisory services which leverage our proprietary
operational insight and improve retention and contract quality.
We expect higher upfront one-off programme costs (c.£20-25m in FY27),
which will be reported within Other items, with the benefits building
progressively as domains are deployed and scaled, supporting continued
investments to grow the business. We will provide further updates on the
phasing of delivery as we progress into FY27 and beyond.
ESG and social value leadership
Mitie is recognised as an environmental, social and governance (ESG)
and social value leader among global industry peers, with these principles
embedded in how we operate. Our strong credentials – including CDP
Climate and Supply Chain A List status and an MSCI ESG AA rating – also
enable us to support customers in achieving their own sustainability and
Net Zero goals.
At the end of 2025, we completed Phase 1 of our Plan Zero strategy,
delivering material reductions in Scope 1 and 2 greenhouse gas emissions
while significantly scaling the business from c.£2bn to £5.6bn. When adjusting
for growth over the five-year period of Plan Zero, emissions reduced by
c.90% on a market-based reporting basis, demonstrating a clear decoupling
of emissions from growth and the achievement of effective Net Zero.
29
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
We continue to work towards the stricter science-based definition of Net
Zero and have established a new baseline for Plan Zero 2.0, targeting Net
Zero across all emissions by 2035.
In July 2025 we launched Plan Thrive, our social value framework aligned
to our purpose: Better Places; Thriving Communities. Plan Thrive
embeds social value across our operations, with commitments to uplift
one million lives and enable 1,000 places to prosper. Mitie continues to
deliver meaningful impact through the Mitie Foundation, apprenticeships,
inclusive recruitment, learning and development, and responsible supply
chain practices.
We remain focused on attracting and developing talent, offering strong
career pathways and industry leading benefits. During the year, c.1,800
colleagues participated in more than 120 technical, professional and
leadership programmes.
Outlook
FY26 has been another year of progress as we enter the final year of
our FY25-FY27 Strategic Plan, with double digit growth in revenue and
operating profit before Other items for the third consecutive year and
good free cash flow generation. We also further developed our leadership
into business-critical Facilities Compliance through the acquisition of
Marlowe, and the integration is progressing well.
Looking ahead, we enter FY27 with good momentum, supported by a
record order book and bidding pipeline. Notwithstanding the potential for
some incremental cost inflation as a result of the conflict in the Middle East,
our ongoing margin enhancement initiatives, combined with the increasing
mix of higher-margin Facilities Transformation and Facilities Compliance
work and continued investment in data and AI, are expected to support
margin progression, while we continue to reinvest for growth. We are
confident of delivering our FY25-FY27 Strategic Plan.
Mitie’s long-term value creation potential and foundations for the next
phase of our strategy continue to be strengthened: capturing client ‘share
of wallet’ in Facilities Management through deeper relationships and
investments in sales & marketing; ‘turbo-charging’ Facilities Transformation
through a growing pipeline of capital projects; and accelerating growth
in Facilities Compliance with our existing clients, as we add Water &
Environmental services and target larger opportunities in Fire & Security.
Building on our leadership in technology, an enterprise-wide programme
has been launched to re-imagine and optimise both our internal workflows
and customer-facing solutions through agentic AI, positioning Mitie as a
‘frontier’ firm in the industry. Together, these strategic imperatives are
expected to sustain above-market growth, expand margins and deliver
attractive shareholder returns well beyond FY27.
After almost a decade as CEO, it remains my intention to retire from Mitie
at the end of the FY25-FY27 Strategic Plan, once a successor is in place – a
process that is well underway. I am proud of the progress we have made in
transforming Mitie into a world-class industry leader, positioned to deliver
the ‘Future of High-Performing Places’ for our customers. I thank every
one of our 84,000 Mitie colleagues for their dedication, professionalism
and hard work, without which none of this could have been achieved. We
are building a larger, more profitable and more cash generative business
with a greater capacity to invest in growth and deliver attractive returns
to shareholders.
Engineering Field Force
Scalable
intelligent Engineering
platform
enabled by
agentic
operations centre
.
Hire-to-retire
Re-imagined colleague lifecycle
enabled by agentic recruitment
and seamless workforce systems.
Hygiene Delivery
At-scale
demand-led Hygiene
and cobots
driving productivity
and service quality.
Agentic Security and Delivery
Intelligence-led
Security
model
enabled by
agentic monitoring
and
dynamic deployment
.
Sales
AI-powered sales engine
accelerating origination, bidding
and proposal development.
Projects Workflows
and Controls
AI-enabled
Projects
with
intelligent origination, scoping
and delivery control
.
Administrative Automation
Unified
agentic administrative
platform
simplifying manual work
across reporting and compliance.
Materials and Equipment
Agentic Purchase Order
lifecycle
driving supplier
management and cost controls.
Mitie of the future will be delivered through eight re-imagined domains
Mitie has been awarded
a Royal Warrant by
appointment to His Majesty
King Charles for services to
the Royal Household
30
Mitie Group plc
Annual Report and Accounts 2026
FY22
FY23
FY24
FY25
FY26
£3,903m
£3,945m
£4,445m
£5,083m
£5,619m
FY22
FY23
FY24
FY25
FY26
9.2p
9.5p
12.3p
12.7p
13.6p
FY22
FY23
FY24
FY25
FY26
£166.9m
£162.1m
£210.2m
£234.1m
£264.1m
4.2%
4.0%
4.7%
4.6%
4.7%
FY22
FY23
FY24
FY25
FY26
1.8p
2.9p
4.0p
4.3p
4.5p
20%
30%
33%
34%
33%
KEY PERFORMANCE INDICATORS
How we measure success
Description
Revenue is the total value of services delivered to customers during the
year, recognised in line with contract terms as performance obligations are
satisfied. It captures income across our service lines, including the impact
of pricing and acquisitions. Our target is to achieve high single-digit revenue
growth annually over the Strategic Plan.
Our achievement
Revenue increased by 10.5% to £5,619m, including 5.3% organic growth,
primarily driven by new contract wins and scope increases, pricing and
projects upsell, alongside a 5.2% contribution from acquisitions. Revenue
including share of JVs and associates is no longer reported as a KPI, as it is
not materially different following the consolidation of Landmarc in FY24.
Find out more on page 46
Description
Basic earnings per share (EPS) before Other items represents profit after
tax, before Other items, attributable to owners of the parent, divided by
the weighted average number of shares in issue for the year. This measure
supports our focus on long-term value creation for shareholders.
Our achievement
Basic EPS before Other items increased by 7% to 13.6p, with the benefits
of higher operating profit being offset by higher net finance charges and an
increase in the effective tax rate. The impact of the dilution related to the
shares issued for the Marlowe acquisition was fully offset by the reduction
in the weighted average share count from share buybacks.
Find out more on page 48
Description
Operating profit and operating margin before Other items measure the
profit generated after deducting cost of sales and operating expenses. Our
target is to deliver an operating margin of at least 5% by FY27.
Our achievement
Operating profit before Other items increased by 13% to £264.1m and the
operating margin increased by 0.1ppt to 4.7%, primarily reflecting the good
trading performance and margin enhancement initiatives, partially offset by
cost headwinds from higher employer National Insurance Contributions,
contract losses and other one-off costs.
Find out more on page 47
Description
Dividend per share (DPS) represents the portion of profit after tax,
before Other items, paid to shareholders, divided by the weighted
average number of shares in issue for the year. The payout ratio reflects
the percentage of Basic EPS before Other items distributed as dividends.
We target a progressive dividend with a payout ratio of 30%–40%.
Our achievement
DPS increased by 5% to 4.5p, reflecting growth in our profitability and a
payout ratio of 33%. The dividend payment is consistent with our wider
capital deployment policy and reinforces our confidence in delivering our
Strategic Plan, including the ability to generate sustainable free cash flow.
Find out more on page 50
Accelerating
growth
Operating margin
progression
Cash
generation
ESG
leadership
Linked to
remuneration
A reconciliation to the equivalent statutory measure is set
out in the Appendix – Alternative Performance Measures
(APMs) on pages
223 to 225
.
Linked to our strategic priorities
10.5
%
increase from
previous year
7
%
increase from
previous year
0.1
ppt
increase from
previous year
5
%
increase from
previous year
Revenue (£m)
Operating profit (£m) and margin (%) before Other items
from continuing operations
Financial
Basic EPS before Other items (p)
from continuing operations
Dividend per share (p) and payout ratio (%)
from continuing operations
APM
APM
APM
31
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
FY22
FY23
FY24
FY25
FY26
£146.6m
£65.7m
£157.6m
£142.8m
£162.1m
FY22
FY23
FY24
FY25
FY26
29.9%
25.4%
26.4%
24.5%
18.1%
FY22
FY23
FY24
FY25
FY26
£9.5bn
£9.7bn
£11.4bn
£15.4bn
£16.3bn
FY22
FY23
FY24
FY25
FY26
£24.7m
£84.3m
£160.7m
£264.0m
£440.2m
0.1x
0.4x
0.6x
0.8x
1.2x
Description
Free cash flow represents the cash generated from operating activities,
after working capital movements, capital expenditure (capex) and lease
payments. Our target is to deliver annual free cash flow of c.£150m by FY27.
Our achievement
The Group generated free cash inflow of £162.1m, with the increase in
operating profit before Other items partially offset by cash outflows from
working capital movements, together with capex, lease payments, interest
and tax payments.
Find out more on pages 49 to 50
Description
Return on invested capital (ROIC) is calculated as operating profit before
Other items, after tax, divided by invested capital. It measures how
efficiently the Group generates returns from its capital base. We target
a ROIC of >20% over the Strategic Plan. The ROIC calculation and a
reconciliation of net assets to invested capital are set out in the APMs.
Our achievement
ROIC reduced by 6.4ppt to 18.1%, primarily driven by the temporary
impact of the Marlowe and infill acquisitions completed in FY26. ROIC
is adversely impacted by in-year acquisitions, because invested capital is
increased by the full balance sheet value, whereas operating profit only
benefits from a part-year contribution.
Find out more on page 48
Description
Average daily net debt reflects the Group’s average indebtedness to debt
providers during the year, with leverage calculated as average daily net debt
divided by EBITDA. Both measures include lease liabilities. Our target is to
maintain leverage within a range of 0.75-1.5x over the Strategic Plan.
Our achievement
Average daily net debt of £440.2m increased by £176.2m, primarily driven
by the strategic acquisition of Marlowe and infill M&A as well as returns
to shareholders, including dividends, share buybacks and share purchases
for incentive schemes, partially offset by good free cash flow generation.
Leverage of 1.2x is within our target range.
Find out more on page 50
Description
The total order book comprises secured fixed-term contracts and
estimates for project and variable work, and reflects our success in
winning, retaining and extending customer relationships. See Note 3 to the
consolidated financial statements for analysis of the secured order book,
which excludes unsecured projects and variable work.
Our achievement
The total order book increased by 6% to a record £16.3bn, driven by new
contract wins, scope increases, pricing and extensions/renewals. It reflects
the investments we have made in technology and our sales & marketing
teams, and includes Marlowe’s order book for the first time.
Find out more on page 05
Accelerating
growth
Operating margin
progression
Cash
generation
ESG
leadership
Linked to
remuneration
A reconciliation to the equivalent statutory measure is set
out in the Appendix – Alternative Performance Measures
(APMs) on pages
223 to 225
.
Linked to our strategic priorities
£
19.3
m
increase from
previous year
£
176
m
increase from
previous year
6.4
ppt
decrease from
previous year
6
%
increase from
previous year
Free cash flow (£m)
Average daily net debt (£m) and leverage ratio (x)
Financial
Return on invested capital (%)
from continuing operations
Total order book (bn)
APM
APM
APM
APM
32
Mitie Group plc
Annual Report and Accounts 2026
FY22
FY23
FY24
FY25
FY26
24%
28%
32%
42%
32%
FY22
FY23
FY24
FY25
FY26
50%
57%
63%
63%
74%
FY22
FY23
FY24
FY25
FY26
3.55
3.87
3.82
2.70
3.13
FY22
FY23
FY24
FY25
FY26
19%
19%
13%
12%
12%
KEY PERFORMANCE INDICATORS
continued
Description
Females in senior leadership team (SLT) is calculated as female SLT
headcount as a percentage of the total SLT. The SLT includes the Executive
Committee and the Management Leadership Team. Monitoring this against
our target of 40% supports effective governance and succession planning,
as well as reinforcing the Group’s commitment to equality and inclusion.
Our achievement
Females in senior leadership reduced by 10ppt to 32%, reflecting the
continued simplification of our organisational structure and voluntary
attrition. We are focused on strengthening the pipeline of female talent
through targeted development programmes, introducing diversity targets
for middle management roles and enhancing succession planning.
Find out more on page 55
Description
Colleague turnover measures the proportion of colleagues who choose
to leave the Group during the year as a percentage of average headcount.
Monitoring voluntary attrition provides insight into workforce stability,
engagement and retention, and helps the Board assess the effectiveness of
Mitie’s leadership, culture and reward framework.
Our achievement
Colleague turnover remained stable at 12%. This is a material reduction
compared to four years ago, when turnover was 19%, reflecting sustained
progress in colleague engagement, retention and the effectiveness of our
people and culture initiatives, including to provide career progression
opportunities and industry-leading rewards packages.
Find out more on pages 75 to 81
Description
Colleague engagement is informed by Mitie’s annual MyVoice survey,
which captures colleague sentiment and areas for improvement. Insight
from the survey is complemented by regular engagement between
colleagues, the Board and the SLT. A highly engaged workforce supports
Mitie’s performance.
Our achievement
Mitie’s FY26 MyVoice survey showed a significant increase in engagement,
with 74% of colleagues ‘fully engaged’. This reflects a continued focus on
strong leadership, colleague voice and creating an inclusive and supportive
working environment. Actions arising from the survey are overseen by the
Board to ensure insights are translated into meaningful improvements.
Find out more on page 76
Description
Lost Time Injury Frequency Rate (LTIFR) measures the number of
work-related injuries resulting in lost time per million hours worked. It
enables the Board to assess the effectiveness of Mitie’s safety culture,
controls and behaviours, while supporting colleague wellbeing, operational
resilience and consistent service delivery.
Our achievement
LTIFR increased by 0.43 to 3.13 in FY26, due to a modest rise in violence
and aggression incidents directed towards frontline workers by members
of the public, although it remains below the five-year average. We provide
extensive support to our colleagues and continue to invest in technology,
equipment and training to reduce the risk of injury.
Find out more on page 81
Accelerating
growth
Operating margin
progression
Cash
generation
ESG
leadership
Linked to
remuneration
Linked to our strategic priorities
10
ppt
decrease from
previous year
0
ppt
No change
11ppt
0.43
increase from
previous year
Females in senior leadership team (%)
Colleague engagement (%)
Non-financial
Colleague turnover (%)
Lost Time Injury Frequency Rate (per million hours worked)
33
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
FY22
FY23
FY24
FY25
FY26
+39
+42
+60
+63
+64
FY23
FY24
FY25
FY26
322,533
290,207
270,419
257,995
Description
Net Promoter Score (NPS) measures the likelihood of customers
recommending Mitie’s services to others. It is an important indicator of
overall customer satisfaction, service quality and relationship strength, and
helps the Board assess how effectively the Group is meeting customer
expectations and delivering consistently high-quality outcomes.
Our achievement
NPS increased by 1pt to a record +64, demonstrating our commitment
to meeting the changing needs of our customers and exceptional service
delivery. By measuring this, we continuously refine our understanding of
where we excel and identify opportunities for enhancement. The FY26
survey captured feedback from over 1,100 customers.
Find out more on page 37
Description
Mitie set ambitious targets through its Plan Zero programme to reach Net
Zero operational carbon emissions by the end of 2025, with non-operational
emissions targeted by 2035. Mitie first reported Scope 3 global emissions
data in FY23. Global emissions data has been externally verified for the first
time in FY26 (previously only UK emissions data).
Our achievement
Mitie’s Scope 1, 2 and 3 global emissions (location-based) reduced by 5% to
257,995 tonnes CO
2
e (including 6,778 carbon credits). Within this, Scope
1 and 2 emissions reduced by 6% to 18,992 tonnes CO
2
e, reflecting the
continued removal of fossil fuel heating systems and fleet transition to EVs.
Progress against our targets is reported in the Sustainability statement.
Find out more on pages 70 to 74
Accelerating
growth
Operating margin
progression
Cash
generation
ESG
leadership
Linked to
remuneration
Linked to our strategic priorities
1
pt
increase from
previous year
5
%
decrease from
previous year
Net Promoter Score (index)
Non-financial
Carbon emissions (Scope 1, 2 and 3) (tonnes CO
2
e)
Mitie Group plc
Annual Report and Accounts 2026
34
OUR BUSINESS MODEL
Creating value for stakeholders
Our business is focused on creating smarter, safer, cleaner, more secure and more sustainable places for our customers
and their people. We go above and beyond to get the job done because we care about every interaction, and
we are passionate about the work we do and the impact we make.
Our resources and capabilities
Our people
We know that our people give their best when we show them we
care. Our success is underpinned by the way Mitie inspires, motivates
and engages with its people, who in turn take personal pride in their
work and deliver exceptional service to our customers.
See pages 75 to 82
Our technology
We invest in technology and AI to enhance our unique Mitie Digital
Platform and deliver transformative solutions. We achieve operational
excellence through efficiencies and automation, as well as creating value
and improving the customer experience. Our Platform differentiates us
in the market and drives adoption, loyalty and retention.
See page 28
Our expertise
We are a trusted partner through our market-leading services and
sector knowledge, and because we place the evolving needs of our
customers at the heart of our business. We use our expertise to
improve efficiency, deliver innovative, technology-led solutions and
make a valuable, measurable difference.
See pages 16 to 23
Our scale and reach
We are the UK market leader in our industry and in each of our core
service lines. We operate across a broad range of sectors, including
in central government, defence, retail, manufacturing, transport and
logistics. The scale of our operations enables the self-delivery of
services to large blue-chip customers with a national footprint.
See page 16 to 23
Our strategy
Our FY25-FY27 Strategic Plan is based on satisfying our customers’
evolving needs; delivering our three key pillars of growth (Facilities
Management, Transformation and Compliance); and meeting our
ambitious financial targets.
See pages 15 and 24 to 26
Our commitment to society
Our vision is to make a lasting positive impact on society by delivering
long-term benefits for the environment, developing a skilled workforce
to support a brighter future for all and leaving a legacy for the
communities in which we operate.
See pages 52 to 55
Our financial position
We have a strong balance sheet, low leverage and an investment-grade
credit rating. We are focused on generating sustainable free cash flow,
which enables us to drive long-term growth in the business and deliver
superior shareholder returns.
See pages 46 to 51
Our key pillars of growth
We deliver technology-led integrated FM, bundled
and single line services to enhance the customer
experience and drive efficiencies across service lines
and sectors. We also transform our customers’
estates and ensure they meet with increasingly
stringent regulatory requirements.
Engineering Maintenance
Security
Hygiene
See page 16 to 19
Projects
See page 20 to 21
Fire & Security and Water
& Environmental Services
See page 22 to 23
FACILITIES MANAGEMENT
FACILITIES TRANSFORMATION
FACILITIES COMPLIANCE
Strategic report
Governance
Financial statements
Mitie Group plc
Annual Report and Accounts 2026
35
How we do it
Recognising that every customer is different, our
approach is tailored to each customer’s unique needs
and is designed to deliver continual improvements
throughout the life of the contract.
Diligence, innovation and design
We start by engaging with new and existing customers
to understand their needs or any changes to their
requirements. Using our strategic frameworks to help
link operational objectives to the bigger picture, we
design an innovative solution, leveraging our expertise,
knowledge, technology and people.
Mobilisation, transition and transformation
We mobilise our contracts in the most efficient
way. Once in operation, we are continually seeking
opportunities to reduce costs, drive efficiencies, expand
our offering and become a trusted strategic partner.
Insights to drive value and
continuous improvement
Using our technologies, we collect and analyse workforce
and workflow data across our customers’ estates to drive
greater value and continuous improvement.
The value we create
Customers
We are a trusted partner to our customers,
helping them create high-performing places.
See page 37
Customer NPS
+
64
Employee
engagement
74
%
Supplier NPS
+
62
MSCI rating
AA
ROIC
18.1
%
Taxes paid
£
1.3
bn
Colleagues
We create a ‘Great Place to Work’ by
showing our colleagues that we care.
We inspire, motivate and engage with our
people, providing industry-leading benefits
alongside training and development to
support their career development.
See page 38
Suppliers
We are committed to ensuring a responsible
supply chain by requiring our suppliers
to comply with our Procurement Policy
and Supplier Social Value Policy. In return,
our suppliers gain access to our extensive
network of blue-chip customers.
See page 39
Communities and environment
Mitie’s vision is to generate social value
through everyday operations, leaving a
legacy for the communities in which we
work to support a brighter future for all.
See page 40
Equity shareholders and debt holders
Creating value through growth and margin
progression, while generating sustainable
free cash flow, will deliver higher returns.
See page 36
Government
Mitie is a significant contributor of tax
to the UK Exchequer, including UK
corporation tax and employer National
Insurance Contributions.
See page 40
36
Mitie Group plc
Annual Report and Accounts 2026
STAKEHOLDER ENGAGEMENT
Playing a crucial part in our strategy
Mitie’s shareholder base comprises a broad mix of global institutional
investors and retail shareholders, including our frontline colleagues,
who receive free shares. We are also supported by a diversified base
of international debt holders.
Why we engage
Access to equity and debt capital from supportive, long-term investors
is essential to fund growth, invest in our capabilities and maintain a
strong and resilient balance sheet. We engage proactively to build
relationships and ensure that Mitie’s strategy, performance and culture
are understood and supported.
How the Group engages
• Annual Report and Accounts
• Stock Exchange announcements and press releases
• AGM (hybrid to maximise shareholder participation)
• Corporate website, including Investors section
• Results presentations and post-results roadshows
• Capital market events and site visits
• Ad hoc analyst and investor interactions
How the Board engages and is kept informed
• Annual Chair’s roadshow
• Ad hoc investor engagement with the Chair and Non-Executive
Directors (NEDs)
• Board consideration of, and responses to, investor feedback
and queries
• Investor Relations Board Report is a standing agenda item
Key issues
• Financial performance, including growth in revenue and profitability
• Free cash flow generation and balance sheet strength
• Proactive capital deployment policy
• Remuneration policy and executive remuneration
• ESG matters
Actions taken in FY26
• Over 200 investor and bank sales team meetings with
executive management
• Eight bank conferences attended by executive management,
including two in the USA
• 12 roadshow meetings between the Chair and shareholders
• Two formal results presentations with Q&A
• Investor and analyst site visits to our ISOC in Northampton
• Ongoing engagement with revolving credit facility (RCF) providers,
US private placement (USPP) noteholders and credit rating agency
• Engagement with two RCF providers to fund Marlowe acquisition
via £240m bridge facility
• Engagement with USPP investors to refinance bridge facility with
£180m of USPP notes through existing ‘shelf’ facility
• Ongoing engagement with trustees of Mitie’s defined benefit
pension schemes
Measurement (link to KPI)
• Revenue
• Operating profit and margin
• EPS
• Dividend
• ROIC
• Total order book
• Free cash flow
• Average daily net debt and leverage
• Carbon emissions
Engagement in action
ISOC site visit
In October 2025, we hosted over 20 buy-side investors, sell-side analysts
and advisors at our Intelligence Security Operations Centre (ISOC) in
Northampton. Our ISOCs are at the forefront of our technology-led
approach and play a vital role in protecting millions of people nationwide,
every day. From these locations we run security operations for some of
the UK’s leading brands and most high-profile locations. Our extensive
Mitie footprint across the UK allows our highly skilled team of analysts
to review large-scale data sets to monitor crime and incident trends,
enabling our customers to make informed decisions and implement
appropriate security measures.
The site visit comprised a presentation by Jason Towse, MD, Business
Services, and his team, followed by a tour of the Intelligence Hub and
one of our customer SOCs, alongside a video presentation showcasing
our ISOC in Craigavon, Northern Ireland.
Equity shareholders and debt holders
37
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
We support over 3,000 large public and private sector customers
across a broad range of industries. Our diverse customer base
reflects the scale, complexity and criticality of the environments
in which Mitie operates.
Why we engage
Strong customer relationships underpin sustainable outcomes and
long-term value. We focus on insight-led partnerships that enable us to
anticipate customer priorities, respond to change and support evolving
organisational priorities. Our NPS of +64 reflects the effectiveness and
maturity of this approach.
How the Group engages
• Structured SLT engagement through forums and briefings, with
customer insights informing priorities and decision-making
• Coordinated customer, user and end-user surveys providing feedback
across key touchpoints
• Application of ISO 44001 principles to support collaborative and
effective partnerships
• Quarterly Business Reviews (QBR), account reviews and KPI-led
contract performance management
• Active participation in industry forums and customer events
• Ongoing, multichannel communications, including via press activity,
digital platforms and thought leadership
How the Board engages and is kept informed
• Regular reports on customer experience, satisfaction and
emerging themes
• Visibility of customer sentiment, relationship health and material issues
• Oversight of account performance and relationship risks through
structured governance and review processes
Key issues
• Customer cost pressures, affordability and requirements for
demonstrable value for money
• Managing operational resilience amid resources constraints and
labour availability
• Macroeconomic uncertainty, including inflation and supply
chain disruption
• Energy security and critical infrastructure resilience in a volatile
geopolitical environment
• Increasing regulatory, governance and compliance requirements
• Delivering sustainability ambitions while maintaining service continuity
and affordability
• Adapting to rapid technological change and digital transformation
• Managing safety-critical risk and assurance in complex operating
environments
Actions taken in FY26
• Continued delivery of the annual customer experience programme,
measuring NPS across key customer relationships
• Embedded NPS insights into contract-level action plans to improve
service delivery
• Expanded customised user experience surveys, including across
capital projects
• Ongoing customer engagement through events, briefings and
executive forums to share insights and best practice
• Market research and insight to track evolving customer needs
and sector trends
• Continued application of ISO 44001 principles across
customer relationships
• Delivered multichannel digital engagement programmes and campaigns
• Delivered events and visits to Mitie’s customer experience hubs,
focusing on themes such as safety, sustainability and decarbonisation
Measurement (link to KPI)
• Customer satisfaction (NPS)
• User, helpdesk and end user experience survey results
• Cabinet Office supplier 360 degree feedback
• Contract-level performance satisfaction ratings
• Customer engagement and event satisfaction measurement
• Effectiveness of QBRs and account review processes
• ISO 44001 certification, applied across customers and the Group
Engagement in action
Supporting UK Armed Forces overseas
The Overseas Prime Contract Germany and Wider Europe (OPC
GWE) began in June 2024, supporting UK Armed Forces communities
in Germany and Italy. Delivered by Mitie for the Defence Infrastructure
Organisation (DIO), the seven-year, £24m p.a. contract ensures
buildings, homes and facilities are safe, efficient and well maintained
for military personnel and their families. Services are tailored to each
location while maintaining high standards and value for money.
Strong partnership working has been central to the successful
mobilisation and delivery of OPC GWE. Mitie and the DIO established
a shared operating model, supported by joint workshops, the creation
of a Collaboration Steering Committee and the adoption of the
ISO 44001 standard. Transition workshops in Naples and Paderborn
led to the OPC GWE Partnering Charter, and in August 2025 the
contract achieved external ISO 44001 certification, recognising the joint
commitment to continuous improvement and high-quality service for
UK Armed Forces communities overseas.
Customers
38
Mitie Group plc
Annual Report and Accounts 2026
STAKEHOLDER ENGAGEMENT
continued
Colleagues
Mitie’s exceptional and diverse colleagues work around the clock, caring
about and supporting each other, our customers and the communities
we serve.
Why we engage
Mitie is a destination employer within our industry. We are committed
to providing our colleagues with a place of work where they can
thrive and be their best every day, and creating a diverse and inclusive
workplace where everyone can reach their full potential.
How the Group engages
• Regular colleague engagement surveys, with action taken on feedback
• A mix of online and offline communications, campaigns and channels
• MyMitie – our Employee Value Proposition campaign
• Recognising exceptional and long-service colleagues through Mitie Stars
• Town Hall company updates, CEO updates, podcasts and videos
• Annual performance reviews, and learning and development training
• Career development through MyCareer
• Confidential whistleblowing service
• SLT outreach events (Team Talk Local)
How the Board engages and is kept informed
• Colleague listening sessions, led by Jennifer Duvalier (designated NED
for workforce engagement) and attended by up to two other Board
members per session
• Direct CEO access via the ‘Grill Phil’ interactive feedback channel
Key issues
• Culture and values
• Reward and recognition
• Tools to do the job: systems, processes and technology
• Health, safety and wellbeing
• Equality, diversity and inclusion
• Learning and development
• Rising cost of living
• People manager engagement
• Ability to attract, recruit and retain talent
Actions taken in FY26
• Awarded over 31,000 Mitie Stars and invested c.£83,500 in colleague
reward schemes, as showcased at our Mitie Recognition event
• Awarded free shares to all colleagues for the sixth consecutive year,
including a double award in FY26
• Delivered 20 diversity network events, with six flagship events
attended by c.250 colleagues
• Held 14 Board listening sessions and facilitated 324 events through Team
Talk Local
• Offered over 120 technical, professional and managerial apprenticeship
courses, including five AI programmes and four data programmes
Measurement (link to KPI)
• Females in senior leadership
• Racial diversity in senior leadership
• Employee turnover
• Lost Time Injury Frequency Rate
• Number of apprentices
• Employee engagement
Engagement in action
Mitie Digital Academy
Mitie’s Digital Academy is a single, accessible learning ecosystem designed
to build the digital, data and AI capabilities our colleagues need now and
in the future. Created with input from our people, it brings together
partnership-led, collaborative and community-driven learning to support
high performance across the organisation.
The Academy combines self-directed learning, facilitated programmes,
peer communities and recognised qualifications, all aligned to
Mitie’s Digital Standards. Underpinned by our Learn, Apply, Grow
methodology, it helps colleagues build skills, apply them in real time and
embed capability through collaboration.
We have invested over £3.5m of our apprenticeship levy in digital and
AI qualifications, and strengthened internal capability through more than
170 Copilot Champions and Microsoft 365 and Copilot communities
with over 2,200 members.
Launching in May 2026, the Mitie Digital Standard Programme will set a
consistent baseline of digital capability for all colleagues. This is supported
by our Digital Essentials pilot, delivered with the Digital Poverty Alliance,
to help colleagues who are less confident with technology. The Academy
is inclusive and accessible across all roles, ensuring everyone can thrive in
an increasingly tech-enabled organisation.
39
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Suppliers
Mitie spends over £2bn per annum across its supply chain and
actively promotes small and medium-sized enterprises (SMEs),
voluntary, community and social enterprises (VCSEs) and diversely
owned businesses.
Why we engage
Over 8,000 suppliers make a vital contribution to Mitie’s performance,
of which 900 are on Mitie’s Preferred Supplier List (PSL) and account
for 70% of addressable spend. We encourage our suppliers to work
collaboratively and responsibly, to ensure continual improvement in our
operations. We are committed to ensuring a responsible supply chain.
How the Group engages
• Supplier NPS survey of Mitie’s PSL +62 in FY26
• Supplier Management Programme, onto which the PSL are inducted
• Communications through various channels, including
MitieSuppliers.com and Coupa (our digital supplier platform)
How the Board engages and is kept informed
• Chief Procurement Officer updates provided at Board meetings
• Reports issued, highlighting key developments affecting the business,
including the impact of inflation, latest deals with suppliers and
progress against targets
• Monthly business reviews conducted with each business division and
internal stakeholder group
Key issues
• Economic outlook, including inflation, cost of living and
geopolitical uncertainty
• Integration and standardisation of processes within acquired businesses
• High standards of product quality and service delivery
• Continuous operational improvement and cost control
• Responsibility and integrity, including ESG matters, trust and ethics
– Overall Winner at the SFMI Awards 2025
– CDP ‘A’ rating for third consecutive year
Actions taken in FY26
• Completed Coupa deployment and integration into Maximo and SAP
• Launched two-year programme to reshape and resize PSL, addressing
over 60% of total spending in FY26 and resulting in:
– 15% reduction in total supplier transactions
– 50% increase in number of suppliers on PSL
– 7% increase in spend generated with PSL
• Defined a new Social Value Charter that will underpin our ESG
initiatives from FY27
• Ongoing membership of Minority Supplier Development UK
• Supported Social Enterprise UK, encouraging local enterprises
to join Mitie’s supply chain
• Supported ISO 27001 external audit, showcasing our
contractor management
Engagement in action
Award-winning Digital Supplier Platform
Mitie launched its award-winning Digital Supplier Platform (DSP) in 2021
to transform procurement across the Group, rolling out a Coupa-based
source-to-pay solution to all divisions, including acquisitions. The
transformation completed in FY26, with Technical Services adopting the
new processes alongside Maximo work order management tools.
The DSP now manages over £2bn of annual spend across more than
8,000 suppliers, enabling efficient procurement through accredited and
preferred supplier agreements while strengthening risk management,
commercial oversight and compliance. It also prioritises purchasing
through Mitie-owned services to deliver greater value for customers.
The platform has supported the creation of Mitie Finance Shared Services,
streamlining payment terms, invoicing and supplier payments. Over
650,000 invoices are processed digitally each year (more than 95% of all
invoices), with Mitie recognised by Coupa as a top-quartile performer.
The next phase will focus on optimising buying catalogues, improving
consistency and efficiency, and leveraging the category-based PSL.
40
Mitie Group plc
Annual Report and Accounts 2026
Communities
Government
Our communities comprise those who live and work locally to our
operations and those who represent the needs of the communities
in which we operate, including charities, independent bodies and
local government.
Why we engage
Building positive relationships with local communities is important
for our performance and helps us to recruit and retain talented
colleagues. We support our communities through a wide range
of volunteer and fundraising initiatives.
How the Group engages
• The Mitie Foundation programmes
• Plan Thrive social value programme
• Career events hosted in the local communities where we work
• Local charity fundraising events
• Local community events
• Giving Back colleague volunteering days
• Meeting local politicians
• Seeking insights on community needs through our Foundation
and Social Value partners
How the Board engages and is kept informed
• Oversight via Mitie’s ESG Committee (chaired by a NED)
• Committee oversight of new initiatives and progress, including on
volunteering, inclusion and hiring within underrepresented groups
• Progress against targets monitored via Mitie’s Social Value dashboard
• Committee Chair reports regularly to the Board on progress
and emerging issues
Key issues
• Inclusive jobs, skills and progression
• Community voice, engagement and investment
• Local and place-based operational, social and environmental impact
• Supply chain sustainability and impact
• Climate resilience in communities
• ESG performance
Actions taken in FY26
• 35,706 volunteering hours delivered
• Volunteering events undertaken with Poppy Appeal, Macmillan
Coffee Mornings, NHS Blood Donation and through our Gift of
Time campaign
• Became Ambassadors for the Social Recruitment Advocacy Group
• Contributed £90,000 to good causes
• Advanced fleet decarbonisation
• Renewable energy initiatives
Measurement (link to KPI)
• Carbon emissions
• Volunteer hours
• Health and wellbeing
• Ex-Armed Forces colleague recruitment
We engage with the UK Government both in its capacity for setting
policies and the regulatory agenda, and as a customer. The services
we provide on behalf of the UK Government affect the lives of
thousands of people every day. Public sector work accounts for 50%
of our revenue.
Why we engage
Our continued engagement with the UK Government enables us
to support it in shaping new policies and regulations that impact
our business, colleagues and customers, as well as the communities
we serve.
How the Group engages
• Responses to government consultations
• Participation in industry forums
• Conferences and speaking opportunities
• Attendance at events with parliamentary stakeholders
• Communications with policymakers and civil servants to share
relevant updates
• Engagement with relevant All-Party Parliamentary Groups and
other committees
How the Board engages and is kept informed
• Regular updates in Board papers
• Material issues discussed at Board meetings
• Weekly updates sent to Board
Key issues
• Mitie’s financial performance
• Major business updates
• Mitie’s climate and Social Value performance
• Mitie’s governance processes and transparency
• Mitie’s cyber security credentials
• How existing or anticipated legislation is impacting or may impact
our business
• Mitie’s experience of public sector procurement processes
Actions taken in FY26
• Meetings with the Cabinet Office (CO) Executive team members
• Attended four roundtables hosted by CO Executive team members
• Annual, quarterly and monthly Partnership Executive Meetings with
the CO and government department representatives
• Submitted annual strategic review for Mitie to the CO for its
assessment (SME and VCSE spend)
• Meetings/events, engaging with parliamentary stakeholders
• Submitted responses to seven government policy consultations
• Labour Party Conference panel session hosted on ‘the role of
public-private partnerships in delivering the Government’s safer
streets mission’
• Ongoing development of senior stakeholder relationships and
lobbying across the public sector and the political spectrum, working
with our external public affairs consultants
Measurement (link to KPI)
• Customer satisfaction (customer NPS)
• Satisfaction ratings for individual contract performance
• Meetings with policymakers
• Evidence submissions and engagements related to policy
STAKEHOLDER ENGAGEMENT
continued
41
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
75%
11%
14%
59%
41%
OPERATING REVIEW
Delivering our key pillars of
growth through our divisions
We deliver Facilities Management, Facilities Transformation and Facilities Compliance
through two business divisions – Business Services and Technical Services – each with
specialist capabilities and specific sector focus.
We continue to simplify our organisational structure to reduce management overheads.
The changes implemented from the start of FY26 primarily consist of splitting our
Communities division into Business Services for Care & Custody (renamed Immigration
& Justice) and into Technical Services for Healthcare, Local Government & Education.
In Business Services, Landscapes has been combined with Hygiene (formerly reported
separately within the division).
Having acquired Marlowe during the year, a new Facilities Compliance sub-division has
been created within Business Services, comprising both Mitie and Marlowe’s compliance
activities in Fire & Security and Water & Environmental Services (including Waste, which
was formerly reported separately within the division).
The above changes are reflected in the restated FY25 comparatives in the tables for
Business Services and Technical Services below. Divisional operating profit before Other
items is reported after absorbing direct overheads, as well as a share of Group services
(IT, Finance and HR).
Facilities Management
Facilities Transformation
Facilities Compliance
Business Services
£
3.0
bn
revenue
Technical Services
£
2.6
bn
revenue
42
Mitie Group plc
Annual Report and Accounts 2026
OPERATING REVIEW
continued
Business Services
Business Services is the UK’s leading provider of technology-led
Security and Hygiene services across c.2,500 public and private sector
contracts, including expertise in Central Government and Immigration
& Justice. Following the acquisition of Marlowe, it is also the leading
provider of Facilities Compliance services. Mitie’s Spanish business,
which largely comprises Hygiene and Security services, is reported
within the division
18
%
Revenue growth
4
%
Operating
profit growth
£
7.5
bn
Total order book
Performance highlights
• Revenue grew 18% to £3.0bn, reflecting net
wins, pricing, projects and acquisitions, more
than offsetting the one-off benefit from ‘surge
response’ security work in the prior year and
scope reductions in Escorting Services
• Operating profit before Other items grew 4%
to £187.1m reflecting revenue growth, margin
enhancement initiatives and acquisitions, more
than offsetting headwinds from inflation/NIC
and the loss of one high-margin public sector
contract, as well as one-off prior year benefits
from ‘surge response’ security work and a
legal settlement
• £4.1bn TCV of wins and extensions/renewals
resulted in a 21% increase in the total order
book to £7.5bn (FY25: £6.2bn), net of £3.0bn
of revenue produced in the year
• Facilities Compliance grew significantly through
the acquisition of Marlowe, complementing
existing Fire & Security capabilities and adding
new Water & Environmental capabilities
Performance highlights
Business Services, £m
FY26
FY25
(restated)
Change
Revenue
2,985
2,538
18%
Security
1,077
990
9%
Hygiene & Landscapes
564
510
11%
Facilities Compliance (incl. Marlowe)
421
196
115%
Central Government
377
384
(2)%
Immigration & Justice
319
291
10%
Spain
227
167
36%
Operating profit before Other items
187.1
180.4
4%
Operating profit margin before Other items
6.3%
7.1%
(0.8)ppt
Total order book
£7.5bn
£6.2bn
21%
Revenue split by growth pillar, £m
FY26
FY25
Change
Facilities Management
1
2,248
2,056
9%
Facilities Transformation
2
316
286
10%
Facilities Compliance
3
421
196
115%
Total divisional revenue
2,985
2,538
18%
1.
Facilities Management is delivered across Security; Hygiene & Landscapes; Central
Government; Immigration & Justice; and Spain
2. Facilities Transformation projects are delivered across Security and Central Government
3. Facilities Compliance comprises both Mitie and Marlowe’s compliance activities
(including Mitie’s Waste business)
43
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Operational performance
Business Services delivered good growth in FY26, with the division
benefiting from net wins in the current and prior year, projects and pricing,
alongside contributions from the acquisition of Marlowe in the current year
(which added £208m of revenue), and Argus Fire and Grupo Visegurity in
the prior year. This more than offset the one-off benefit in the prior year
from the provision of ‘surge response’ security work (which had added
£59m of revenue) as well as a reduction in scope on the Escorting Services
contract in Immigration & Justice. The Security, Hygiene & Landscapes and
Immigration & Justice subdivisions all performed well.
Across our three key growth pillars, Facilities Management and Facilities
Transformation showed good momentum, in particular from fire & security
capital projects via GBE Converge, RHI and Argus Fire (reported within
the Security subdivision) and smaller works on FM contracts. The significant
growth in Facilities Compliance largely reflects the Marlowe acquisition.
The 0.8ppt reduction in the operating profit margin before Other items
reflects the one-off benefits in the prior year from ‘surge response’
security work, which was higher-margin, and a favourable legal settlement,
as well as the loss of a higher margin Central Government contract in
September 2025. This was replaced by a similarly sized 7+3-year Security
contract for the same organisation, albeit at a much lower margin in its first
year, and with lower volumes of (higher-margin) projects. The impact of
inflation and higher employer NICs were recovered or mitigated through
margin enhancement initiatives.
More efficient workforce deployment and improving frontline productivity
was underpinned by technology. Procurement savings have been achieved
through the consolidation of spend across our preferred supplier list and
robust materials cost control, while AI-enabled solutions have unlocked
savings across both back-office and frontline operations, including supply
chain management. Together, these programmes have mitigated cost
pressures, strengthened operational key performance indicators and
reinforced service quality.
Business Services secured £4.1bn TCV of wins and extensions/renewals
across key sectors, including retail, transport & aviation, financial services
and in the public sector. The largest wins included a five-year contract to
provide Hygiene services for Transport for London, Landsec’s Liverpool
ONE complex and Walgreens Boots Alliance; Security services across
Asda’s national estate of 1,100 stores (having provided Security across their
Logistics Estate since 2019); prisoner escorting for Scottish Prison Services;
IFM for Aviva; and water network management compliance services for
AWE. Notable extensions/renewals included the provision of Security
services to one of the UK’s largest supermarket chains and Co-operative
Group, as well as contracts for the Home Office, GSK and JLL.
Within the subdivisions, Security delivered good growth against a strong
prior year comparative, which had benefited from ‘surge response’ security
work. In addition to net wins, pricing and the acquisition of Argus Fire
in the prior year, fire & security capital projects growth was also strong.
GBE Converge was the largest contributor, primarily delivering data
centre projects to global customers in the UK and fast-growing European
locations such as the Nordics, where we added further capability through
two infill acquisitions (El-Team Vest and ABC Elektro) in March.
Data centre works included the delivery of a range of fire & security
solutions in data centres for Iron Mountain in Slough, Ark in Middlesex
(as part of a new relationship with Microsoft as an approved security
integrator), and Google in Norway. Work also commenced to install the
information communications technology (ICT) cabling and infrastructure
package at a new NTT data centre in Amsterdam, where Microsoft is the
customer, and end-to-end security and ICT solutions across five further
phases of Digital Realty’s Digital Park in Frankfurt.
Additionally, Argus Fire completed the mechanical fire protection
installation at the Print & Ink Buildings in London for Landsec while RHI
delivered civil works for National Grid at the Didcot national storage facility
and civil, structural and engineering works on 10 substations across the
National Grid Electricity Transmission estate, as well as essential earthing
solutions for SSE and Scottish Power substations.
Hygiene and Landscapes benefited from prior and current year wins, with
notable contracts including Community Health Partnerships, Pladis Global
and Walgreens Boots Alliance, while in Central Government the loss of a
major contract in the prior year resulted in a modest reduction in growth.
In Immigration & Justice, HMP Millsike, the UK’s first all-electric prison,
became operational in April 2025. Following a period of mobilisation, it is
expected to reach full capacity to house and rehabilitate c.1,500 Category
C inmates in H1 FY27. The sub-division delivered double-digit growth,
despite a reduction in scope on the Escorting Services contract.
In August 2025, Mitie further developed its leadership into the fast-growing
Facilities Compliance market through the acquisition of Testing, Inspection
and Certification specialist, Marlowe. Combined with Mitie’s existing fire
& security capabilities, the acquisition has created unique ‘Total Fire &
Security’, offering both active and passive fire solutions while enhancing our
security systems offering.
In addition, Marlowe’s Water & Environmental services, combined with
Mitie’s Waste business, and water retail license (one of only 19 in the UK)
has created a ‘Total Managed Water’ proposition in a fast-growing market.
Demand for water services is underpinned by the step change in UK
water infrastructure investment under Asset Management Period (AMP)
8 (2025-2030; £104bn), with further sector investment expected in AMP
9 (2030-2035), alongside tightening regulations and customer sustainability
and resilience targets for large water users such as in manufacturing,
transport, healthcare and data centres.
Since acquisition in August 2025, the Marlowe integration programme has
started well, with early cost synergies of £7m (and at least £30m by FY28,
consistent with previous guidance) resulting in operating profit before
Other items for Marlowe of £16.5m in the period.
The strong performance in Mitie Spain reflected new contract wins
(including AENA in the Canary Islands and Autonomous University of
Madrid), scope increases and the contribution from Grupo Visegurity
(acquired in the prior year). Mitie Spain leveraged existing Group
relationships with Primark and an e-commerce business in the UK to
provide Hygiene services in Spain. It also expanded its security offering
through the acquisition of the customer portfolio of SPM for up to £4.3m
(of which £2.6m was paid in the year), doubling Security revenue in Spain
to c.£40m.
44
Mitie Group plc
Annual Report and Accounts 2026
OPERATING REVIEW
continued
Technical Services
Technical Services is the UK’s leading provider of engineering Facilities
Management services for buildings and critical assets across c.300
contracts, including for the Ministry of Defence (MoD) and in Healthcare,
Local Government & Education. The division also delivers Facilities
Transformation projects in high-growth areas including buildings
infrastructure, decarbonisation technologies, data centres and power
& grid connections.
3
%
Revenue growth
25
%
Operating
profit growth
£
8.7
bn
Total order book
Performance highlights
• Revenue grew 3% to £2.6bn, reflecting new
wins, projects and lifecycle works, partially
offset by one notable public sector contract
that was lost in the prior year
• Operating profit before Other items grew by
25% to £135.9m, reflecting revenue growth,
margin enhancement initiatives and the
turnaround of the telecoms infrastructure
business, partially offset by additional losses on
one loss-making contract which we have now
handed back
• Contract wins and extensions/renewals of
£2.2bn TCV did not offset £2.6bn of revenue
produced in the year, resulting in a 5.4%
reduction in the total order book to £8.7bn
(FY25: £9.2bn)
• Acquisition of Forest Group added
capability in commercial refrigeration
engineering maintenance
• New divisional Managing Director appointed,
bringing significant industry experience and
a clear agenda for technology-led growth,
aligned to Mitie’s Strategic Plan
Performance highlights
Technical Services, £m
FY26
FY25
(restated)
Change
Revenue
2,634
2,545
3%
Engineering
1,414
1,395
1%
Defence
606
556
9%
Healthcare, Local Government
& Education
1
614
594
3%
Operating profit before Other items
135.9
109.1
25%
Operating profit margin before Other items
5.2%
4.3%
0.9ppt
Total order book
£8.7bn
£9.2bn
(5)%
Revenue split by growth pillar, £m
FY26
FY25
Change
Facilities Management
1
1,549
1,593
(3)%
Facilities Transformation
1
1,085
952
14%
Total divisional revenue
2,634
2,545
3%
1.
Facilities Management and Facilities Transformation are delivered across Engineering,
Defence and Healthcare, Local Government & Education
45
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Operational performance
Technical Services revenue growth was modest, with project wins in the
current and prior year, acquisitions (ESM Power and Forest Group) and
lifecycle works being partially offset by a weaker Facilities Management
performance due to the loss of one notable public sector contract that
was not successfully renewed at the end of FY25. Defence was the fastest
growing subdivision in Technical Services, with growth coming largely from
an increase in projects work across several large contracts.
Across our key growth pillars, Facilities Transformation performance
was driven by data centre capital projects delivered by JCA Engineering
and good momentum in Defence and Healthcare, Local Government &
Education. The reduction in Facilities Management revenue reflected the
contract loss noted above, and lower volumes on the Landmarc contract
in Defence.
However, the 25% increase in operating profit before Other items to
£135.9m, and 90bps improvement in the operating profit margin before
Other items to 5.2% (FY25: 4.3%), largely reflected margin enhancement
initiatives and management actions to address challenges in our telecoms
infrastructure business, which more than offset the impact of inflation
and employer NICs, alongside additional losses of £4.7m for one loss-
making maintenance contract which ended in May 2026. The telecoms
infrastructure business returned to break even in FY26 (compared to
a loss of c.£11m in FY25). Telecoms revenue reduced by 35% to £37m
(FY25: £57m), reflecting the planned exit from unprofitable frameworks.
Divisional margin enhancement initiatives focused on streamlining account
structures, increasing self-delivery, introducing service ‘bots’ and reducing
divisional overheads. Several further AI service ‘bots’ are also being
implemented to simplify and standardise processes and unlock further
efficiency gains.
The division secured £2.2bn TCV of wins and extensions/renewals.
Notable new contract awards during the period included IFM for Aviva,
engineering maintenance plus energy consulting for Staffordshire Police
and Transport for London, and project work for Willmott Dixon.
Notable extensions and renewals included GSK, JLL, Manchester Airport
Group, the Home Office and Defence Infrastructure Organisation
(RAF Mildenhall).
Within the sub-divisions, growth in Engineering was primarily driven
by projects, in particular in data centres. The division completed the
mechanical & electrical design and construction of the first of two new data
centres for Ark at Longcross Park in Surrey and the second of four planned
data centres at the Kao Data campus in Harlow. The third data centre for
Kao Data is now under construction and is expected to complete in early
2027. It will deliver twice the capacity of its predecessors, with its design
adapted to meet the rapidly evolving demands of AI workloads.
More widely, within power & grid projects, G2 Energy started construction
on a £72m contract to design and build the 360MW Staythorpe battery
energy storage system, one of the largest in Europe. Connection to the
National Grid is expected in 2027 and, once complete, the system will
store enough energy to power 95,000 homes for a day, strengthening UK
energy resilience and supporting the transition to Net Zero. It was also
awarded a contract for a 200MW system for Revera UK Operation at
Windyhill in Glasgow.
Mitie has been a trusted partner to the UK Armed Forces for over 30
years, with Defence contracts accounting for c.11% (£606m) of Group
revenue. To support a new era of modern, sustainable infrastructure,
both domestically and in overseas military locations, we continue to
deliver a range of projects work. This included refurbishment works
on a critical airfield at RAF Mount Pleasant in the Falkland Islands,
the installation and commissioning of a new bulk fuel facility at RAF
Akrotiri in Cyprus, and new traditional and modular accommodation
alongside kitchen refurbishment works at multiple locations. The good
momentum in projects more than offset the reduction in volumes on the
Landmarc contract.
In Healthcare, Local Government & Education, the one historically
challenging PFI contract acquired with Interserve in 2020 delivered a
small profit for the first time (FY25: £0.6m loss), following a series of
management actions to improve productivity and reset pricing. Projects
and lifecycle work included a new £10m urgent treatment centre at
the Cumberland Infirmary in Carlisle; a new emergency department
resuscitation building for Dudley Hospital; solar photovoltaic installations
at Alder Hey Hospital; and design work for the full refurbishment of a
mental health facility at Parkside Lodge (Leeds and York Partnership NHS
Foundation Trust), which commenced shortly after the year end.
In November 2025, Mitie acquired Forest Group, a specialist engineering
business delivering commercial refrigeration maintenance services, for up
to £7m (comprising an initial payment of £4.2m and deferred payments of
up to £2.5m over three years, linked to performance). This enables Mitie
to self-deliver commercial refrigeration services, including to national high
street and food retailers, where Mitie already has a leading presence in
Security and Hygiene.
Finally, Sam White joined Mitie as Managing Director, Technical Services,
in December 2025. Sam has brought significant industry experience and a
clear agenda to accelerate technology-enabled service delivery, standardise
processes and drive best-in-class operational performance through
sector-led growth across the division. A number of changes to the
Technical Services leadership team have also been made, including to
appoint a new Sales Director and new Managing Directors of Healthcare
and Critical Environments.
46
Mitie Group plc
Annual Report and Accounts 2026
FINANCE REVIEW
“We have had a positive year in FY26, with
good momentum heading into the final year
of our three year plan. We have delivered
double-digit revenue growth, and improved
margins despite the investments we have
made and headwinds from inflation and the
additional NICs. Another year of strong
free cash flow generation has underpinned
our capital deployment actions, including
the strategic acquisition of Marlowe and the
share buyback programme.”
Simon Kirkpatrick
Chief Financial Officer
Alternative Performance Measures
In addition to presenting statutory measures, the Group presents its
results before Other items. Management believes this is useful for
users of the financial statements, providing both a balanced view of the
financial statements, and relevant information on the Group’s financial
performance. Accordingly, the Group separately reports the cost of
restructuring programmes, acquisition and disposal-related costs (including
the amortisation of acquisition-related intangible assets), gains or losses on
business disposals, and other exceptional items as ‘Other items’.
Financial performance
The reported income statement is set out below:
£m unless otherwise specified
FY26
FY25
Revenue
5,618.6
5,082.6
Operating profit before Other items
264.1
234.1
Other items
(112.7)
(72.5)
Operating profit
151.4
161.6
Net finance costs
(27.7)
(16.2)
Profit before tax
123.7
145.4
Tax
(33.4)
(37.0)
Profit after tax
90.3
108.4
Less: Profit attributable to non-controlling interest
(7.7)
(7.0)
Profit attributable to owners of the parent
82.6
101.4
Basic earnings per share before Other items
13.6p
12.7p
Basic earnings per share
6.6p
8.2p
Revenue
Revenue for FY26 of £5,619m (FY25: £5,083m) has grown by 10.5%
(£536m). Of this growth, 5.3% (£271m) was organic, driven by growth
in Core FM (+1.0ppts), Projects (+2.5ppts), and pricing (+3.0ppts), offset
by the completion of ‘surge response’ security work in the prior year
(-1.2ppts). The remaining 5.2% (£265m) of growth was inorganic.
Organic Core FM growth (of £54m) includes revenue from new accounts
such as the Department for Work & Pensions (DWP) (security), HMP
Millsike, Metropolitan Police and Community Health Partnerships. This
revenue growth is partially offset by the loss of two public sector contracts
– one relatively low-margin contract in Technical Services (engineering),
and one large, higher-margin contract in Business Services (central
government) – as well as a reduction in scope on the Escorting Services
contract in immigration & justice, and lower volumes on the Landmarc
contract in defence.
Organic Projects growth of £125m in the year was driven by good
momentum in the defence sector, and in healthcare, local government &
education. Engineering projects in the fast-growing data centre market
have also been a significant driver of growth, alongside decarbonisation
work, such as the battery energy storage system at Staythorpe, which is
one of the largest in Europe, and fire & security projects for customers in
a range of sectors including, in particular, data centres. This growth was
partially offset by planned exits from unprofitable frameworks as part of
the turnaround of our telecoms infrastructure business.
The impact of pricing on revenue in FY26 was £151m (FY25: £121m), which
related to both cost inflation (£114m) and the impact of the government’s
increase to employer National Insurance Contributions (NICs) (£37m). The
gross increase in costs from these two inflationary drivers was £121m and
£49m respectively, meaning that the recovery rates were 94% and 76%.
The £265m of inorganic growth is primarily driven by the strategic
acquisition of Marlowe (£208m in FY26), alongside other smaller infill
acquisitions completed during the year (Forest Group and SPM), and the
full year contribution of prior year acquisitions (ESM Power, Argus Fire
and Grupo Visegurity).
47
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Operating profit
Operating profit before Other items was £264.1m (FY25: £234.1m), an
increase of £30.0m compared to FY25 (+12.8%). This improvement was
driven by organic Core FM and Projects growth (£12.7m), savings from
margin enhancement initiatives (£25.1m), the turnaround of our telecoms
infrastructure business (£10.4m), the delivery of early cost synergies from
Marlowe (£7.0m), and inorganic growth (£12.2m). These factors were
partially offset by the completion of the ‘surge response’ security work
(-£11.7m), investments made to underpin our growth strategy (-£7.1m),
and the unrecovered costs associated with inflation and the changes to
employer NICs (together -£18.6m) referenced above.
The organic Core FM and Projects profit growth was driven by the
revenue growth outlined above, in particular from higher-margin projects
works. This growth was partially offset by the completion of the higher-
margin public sector (central government) contract referenced above
(completed in September 2025). The revenue from this completed
contract was replaced by a similarly sized security contract for the same
organisation, but at lower margins as a result of mobilisation costs and a
smaller element of projects delivery. Core FM and Projects also includes
an incremental £4.7m loss on one loss-making maintenance contract,
which ended in May 2026 and will not be renewed.
Of the incremental £25.1m of profit from margin enhancement initiatives,
the Target Operating Model programme contributed £20.0m through
overhead efficiencies, primarily through optimisation of the Group’s
organisational structure and outsourcing of back office functions, as well
as from efficiencies on contracts and operations. Savings on contracts and
operations were achieved through focusing on the design and optimisation
of our account structures, and increasing the levels of ‘self-delivery’ to
customers by reducing our reliance on third-party contractors. The roll-out
of Coupa (our digital supplier platform) was completed during the year,
which generated an incremental £5.1m of savings.
The telecoms infrastructure business has been successfully turned around,
breaking even in FY26 compared to the loss of £10.7m in FY25, and as
we explain above, the Marlowe integration is progressing well, generating
£7.0m of cost synergies in FY26.
Marlowe profit (excluding cost synergies) of £9.5m was the key driver
of the £12.2m of inorganic profit growth, alongside £2.6m from the infill
acquisitions completed during the year (Forest Group and SPM) and in the
prior year (ESM Power, Argus Fire and Grupo Visegurity).
The investments of £7.1m have largely focused on enhancing our sales
capabilities and investing in technology to help to drive growth in the final
year of our strategic plan, and beyond.
Operating profit after Other items was £151.4m (FY25: £161.6m), with the
increase in operating profit from the factors outlined above being more
than offset by higher Other items costs of £112.7m (FY25: £72.5m), which
are explained below.
Corporate overheads
Corporate overheads represent the costs of running the Group and
include costs for central functions such as commercial sales and business
development, finance, marketing, legal and HR. Corporate overhead costs
increased by 6% to £58.9m (FY25: £55.4m), primarily reflecting inflation,
higher employer NICs and investments in sales and technology, partially
offset by cost savings from margin enhancement initiative programmes.
Other items
£m
FY26
FY25
Target Operating Model
(23.9)
(14.4)
Process Re-Imagination & Optimisation
(1.7)
–
Digital supplier platform
(1.3)
(3.4)
Margin enhancement initiatives cash costs
(26.9)
(17.8)
Target Operating Model non-cash costs
(1.6)
(2.2)
Margin enhancement initiative costs
(28.5)
(20.0)
Marlowe acquisition transaction costs
(7.4)
–
Marlowe acquisition integration costs
(14.8)
–
Total Marlowe acquisition cash costs
(22.2)
–
Employment-linked earnout charges
(6.3)
(8.6)
Other acquisition-related costs
(3.8)
(4.9)
Acquisition-related cash costs
(32.3)
(13.5)
Marlowe acquisition integration non-cash costs
(1.1)
–
Amortisation of acquisition-related intangible assets
(41.5)
(29.6)
Acquisition-related costs
(74.9)
(43.1)
Pension-related cash costs
(0.1)
(3.0)
Pension-related non-cash costs
(9.2)
(6.4)
Pension-related costs
(9.3)
(9.4)
Total Other items
(112.7)
(72.5)
of which cash Other items
(59.3)
(34.3)
Cash Other items of £59.3m in FY26 comprised the costs of delivering
the Group’s margin enhancement initiatives of £26.9m (FY25: £17.8m),
acquisition-related costs of £32.3m (FY25: £13.5m), and pension-related
costs of £0.1m (FY25: £3.0m). Cash Other items were £25.0m higher than
FY25 (£34.3m), due to the Marlowe acquisition, which added £22.2m.
The margin enhancement initiative cash costs of £26.9m (FY25: £17.8m)
include the Process Re-Imagination & Optimisation programme, which
was launched in FY26 to redefine ways of working, leveraging technology
and Artificial Intelligence (AI) to support enhanced customer service
and further margin expansion. This will be a major ‘step change’ for the
business, requiring significant investment, including programme costs of
c.£20–25m in FY27. The increase in Target Operating Model programme
costs in FY26 was driven by £7.0m of costs associated with the Intelligent
Process Automation workstream, which has leveraged the Skan AI task
mining platform to build process insights and establish the foundation for
the Process Re-Imagination & Optimisation programme.
The roll-out of our digital supplier platform (Coupa) was completed in
FY26, and therefore no further Other item costs will be incurred. Margin
enhancement initiative costs include the implementation teams, related
redundancy costs, professional fees and dual running costs incurred to
decommission systems.
48
Mitie Group plc
Annual Report and Accounts 2026
FINANCE REVIEW
continued
Acquisition-related cash costs included transaction costs of £7.4m incurred
to complete the Marlowe acquisition (FY25: £nil), and integration costs
of £14.8m (FY25: £nil) to support the activities required to deliver the
identified synergy savings over the next two years. Integration costs include
integration team costs, redundancy expenses, and property exit costs. In
addition, employment linked earnout charges of £6.3m were incurred in
FY26 (FY25: £8.6m), which are cash in nature and will be payable to former
owners of acquired businesses if post-acquisition performance targets are
achieved and employment conditions are satisfied.
Other acquisition-related cash costs of £3.8m (FY25: £4.9m) primarily
comprise transaction costs relating to infill acquisitions of £1.7m (FY25:
£3.6m) and integration costs associated with the prior year acquisition of
Argus Fire of £0.7m (FY25: £nil).
Non-cash Other items of £53.4m (FY25: £38.2m) primarily relate to
£41.5m (FY25: £29.6m) of amortisation of acquisition-related intangible
assets, with the increased charge resulting from the acquisition of Marlowe
during FY26. The remaining non-cash costs comprise pension-related costs
of £9.2m (FY25: £6.4m), which are further explained in Note 4 to the
consolidated financial statements, Target Operating Model costs of £1.6m
(FY25: £2.2m) related to the impairment of right-of-use assets of £1.3m
(FY25: £nil) and to the write-off of software that became redundant of
£0.3m (FY25: £2.2m), and Marlowe acquisition integration costs of £1.1m
(FY25: £nil) related to the accelerated amortisation of intangible assets and
impairment of right-of-use assets relating to certain Marlowe properties.
Net finance costs
Net finance costs increased to £27.7m in FY26 (FY25: £16.2m), primarily
driven by debt financing associated with the Marlowe acquisition, which is
explained below in the Liquidity and covenants section. The interest charge
on leases increased by £1.5m, mainly due to the additional lease liabilities
acquired with Marlowe during the year, and higher rates of interest.
Tax
The tax charge for the year was £33.4m (FY25: £37.0m), comprising a tax
charge on profit before Other items of £58.0m (FY25: £51.6m) and a tax
credit for Other items of £24.6m (FY25: £14.6m).
The effective tax rate (ETR) on profit before Other items of 24.5% (FY25:
23.7%) is slightly lower than the UK statutory rate of 25%, primarily due to
the impact of lower tax rates on overseas profits.
After Other items, the tax charge for the period equated to an ETR
of 27.0% (FY25: 25.4%), which is higher than the standard corporation
tax rate of 25% due to certain Other items costs, primarily related to
acquisitions, not being deductible for tax purposes.
Mitie is a significant contributor of revenues to the UK Exchequer, paying
£1.3bn of taxes in the year (FY25: £1.1bn). Of this total, £286m (FY25:
£201m) relates to taxes borne by Mitie (principally UK corporation tax and
employer NICs) and £999m (FY25: £902m) relates to taxes collected by
Mitie on behalf of the UK Exchequer (principally VAT, income tax under
Pay-As-You-Earn (PAYE) and employee NICs).
The Group paid corporation tax of £18.1m in the year (FY25: £11.0m), of
which £12.5m (FY25: £6.4m) was paid in the UK, and £5.6m (FY25: £4.6m)
overseas. The corporation tax paid in the UK is lower than the corporation
tax charge for the year due to the utilisation of deferred tax assets related
to losses.
Earnings per share
Basic earnings per share before Other items increased by 7.1% to 13.6p
(FY25: 12.7p). This improvement was a result of the increase in operating
profit before Other items in the year (+1.8p), partially offset by an increase
in net finance charges (-0.7p) and an increase in the ETR (-0.2p).
The impact of the dilution related to the shares issued associated with
the acquisition of Marlowe (-0.6p) has been fully offset by the reduction
in the weighted average number of shares from the share buyback
programme (+0.6p).
Basic earnings per share reduced to 6.6p (FY25: 8.2p), with the
improvement from the factors outlined above being more than offset
by the increase in Other items (explained above), mainly relating to the
Marlowe acquisition.
Return on invested capital (ROIC)
£m unless otherwise specified
FY26
FY25
Operating profit before Other items
264.1
234.1
Tax
1
(64.7)
(55.5)
Operating profit before Other items after tax
199.4
178.6
Invested capital
1,100.1
730.2
ROIC %
18.1%
24.5%
1.
Tax charge has been calculated on operating profit before Other items using the ETR
for the year of 24.5% (FY25: 23.7%)
ROIC for FY26 decreased by 6.4ppts to 18.1% (FY25: 24.5%), primarily
driven by the temporary impact of the Marlowe acquisition (-9.0ppt), which
added £414m of invested capital. The increase to invested capital is higher
than the consideration paid/net assets acquired of £351.5m due to the
requirement to exclude certain liabilities – including deferred tax related
to the acquired intangible assets – from invested capital. ROIC is adversely
impacted by in-year acquisitions because invested capital is increased by the
full balance sheet value, whereas operating profit only benefits by a part-
year contribution. ROIC is expected to improve significantly in FY27, once
a full 12 months of profit is included for Marlowe, and as further planned
synergy savings are realised.
Balance sheet
£m
FY26
FY25
Goodwill and intangible assets
1,019.0
664.5
Property, plant and equipment
262.7
246.9
Working capital balances
(175.9)
(202.9)
Provisions
(89.9)
(84.1)
Net debt
(450.2)
(199.0)
Net retirement benefit assets
15.4
13.9
Deferred tax liabilities
(51.0)
(17.9)
Other net assets
2.4
6.6
Net assets
532.5
428.0
As at 31 March 2026 the Group’s reported net assets were £532.5m, an
increase of £104.5m since 31 March 2025. This increase is primarily driven
by the acquisition of Marlowe, including £223.8m of provisional goodwill
and £146.5m of acquired intangible assets, partially offset by the increase in
net debt related to the cash consideration for the acquisition of £228.2m.
The net £123.3m increase in net assets from the Marlowe acquisition
resulted from the shares issued as part of the total consideration
(86.6m shares at £1.42).
The other elements of the overall increase in net debt of £251.2m are
explained further below (in the Cash flow and net debt section).
49
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Goodwill and intangible assets
As noted above, the increase of £354.5m is primarily driven by £223.8m
of provisional goodwill and £146.5m of acquired intangible assets related
to the Marlowe acquisition that was completed during the year. The
remaining movement is driven by the amortisation of intangible assets
(-£51.2m), partially offset by the goodwill and intangible assets arising
from other current and prior year acquisitions (£24.8m), software acquired
with Marlowe (£2.9m), and the capitalisation of software development
costs (£7.7m).
Property, plant and equipment
The increase of £15.8m is primarily due to the increase in owned property,
plant and equipment assets, reflecting mobilisation investments on new
contracts, plus £8.8m of owned assets arising from in-year acquisitions,
primarily related to the Marlowe acquisition. Our property and vehicle
fleet lease portfolio has remained broadly unchanged, as increases from
additions (£38.1m, primarily related to the continued transition of our
leased fleet to electric vehicles) and right-of-use assets acquired during the
year (£27.2m, primarily related to the Marlowe acquisition) were largely
offset by depreciation (-£67.9m).
Provisions
At 31 March 2026, provisions totalled £89.9m (FY25: £84.1m), which largely
comprised contract-specific costs of £26.5m (FY25: £33.0m), insurance
reserve of £30.4m (FY25: £27.3m) and dilapidation provisions of £16.3m
(FY25: £10.4m). The net increase in provisions during the year of £5.8m
included the acquisition of Marlowe, which added £11.2m, primarily
related to insurance reserves and dilapidation provisions. The reduction in
contract-specific provisions was a result of commercial settlements with
customers that led to utilisation of the related provisions. See Note 18 to
the consolidated financial statements for further details on provisions.
Retirement benefit schemes
At 31 March 2026, the Group’s net retirement benefit assets on an IAS
19 basis were £15.4m (FY25: £13.9m net assets). The net improvement of
£1.5m was driven by favourable movements in financial assumptions, which
resulted in an increase in the surplus on the main Group scheme to £18.2m
(FY25: £14.4m surplus).
The scheme actuary provides quarterly funding updates on the main
Group scheme. During FY26, the funding position had materially improved,
through a combination of deficit repair contributions and investment
returns, to an actuarial surplus (compared to a deficit of £19.4m in the
2023 triennial valuation). As a result, after paying £3.2m of deficit repair
contributions in H1 FY26, further deficit repair contributions have ceased
and the Group is now working with the trustee to purchase a ‘buy-in’
policy with an insurer to cover scheme liabilities.
As previously reported, the Group reached a settlement agreement with
the trustees of the multi-employer defined benefit Plumbing & Mechanical
Services (UK) Industry Pension Scheme relating to certain Section 75
liabilities. The settlement extinguishes any future liabilities relating to this
scheme. The total £24.5m liability is being settled over a three-year period
in equal monthly payments (which commenced in H2 FY25), of which
£11.9m remained at 31 March 2026.
In January 2026, the Group completed the buyout of the Landmarc scheme
and received a £1.6m refund relating to the scheme surplus. The scheme is
now in the process of being wound up, and there were no associated assets
or liabilities on the Group’s balance sheet at 31 March 2026.
Deferred tax
The net deferred tax liability was £51.0m at 31 March 2026, which
increased by £33.1m compared with the liability at 31 March 2025,
primarily as a result of net deferred tax liabilities related to the intangible
assets acquired with Marlowe, and the utilisation of tax losses which
reduced deferred tax assets.
Cash flow and net debt
£m
FY26
FY25
Operating profit before Other items
264.1
234.1
Add back: depreciation, amortisation and
impairment
95.9
76.8
Earnings before interest, tax, depreciation
and amortisation (EBITDA)
360.0
310.9
Other items
(59.3)
(34.3)
Other operating movements
24.0
9.0
Operating cash flows before movements
in working capital
324.7
285.6
Working capital movements
1
(35.7)
(37.0)
Capex, capital element of lease payments
and other
(85.6)
(80.1)
Net interest payments
(23.2)
(14.7)
Tax payments
(18.1)
(11.0)
Free cash inflow
162.1
142.8
Share buybacks
2
(58.6)
(100.0)
Purchase of own shares into trusts
(29.1)
(14.6)
Acquisitions
3
(264.6)
(57.3)
Dividends paid
(61.9)
(64.6)
Lease liabilities and other
0.9
(24.5)
Increase in net debt during the period
(251.2)
(118.2)
Closing net (debt)
(450.2)
(199.0)
Average daily net (debt)
(440.2)
(264.0)
Leverage
4
(average daily net debt/EBITDA)
1.2x
0.8x
1.
Adjusted to exclude movements in restricted cash and other adjustments which do
not form part of net debt (as explained in the Alternative Performance Measures
Appendix to the consolidated financial statements)
2. Share buybacks are presented net of the proceeds received from the exercise of
Save-As-You-Earn (SAYE) schemes of £4.3m in FY26 (FY25: £4.7m)
3. Acquisitions includes acquisition costs and employment-linked earnout payments,
the related charges for which are reported within Other items
4. Leverage uses post-IFRS 16 net debt
50
Mitie Group plc
Annual Report and Accounts 2026
FINANCE REVIEW
continued
Operating cash flows before movements in working capital improved
by £39.1m to £324.7m (FY25: £285.6m), driven by the good trading
performance reflected in the increased EBITDA. Cash Other items are
higher in FY26 due to the Marlowe acquisition, as explained above. Other
operating movements were £24.0m for FY26 (FY25: £9.0m), primarily
related to the add back of non-cash share-based payment charges of
£22.9m (FY25: £15.5m).
The Group generated a free cash inflow of £162.1m for FY26, with the
strong trading performance partially offset by cash outflows from working
capital movements, together with capex, lease payments, interest and
tax payments.
The cash outflow from working capital in FY26 of £35.7m was similar to
the prior year (FY25: £37.0m), related to investments required to support
our growing projects business, together with longer payment terms on
certain contracts (particularly in the retail sector) and the one-off negative
impact of £8.0m arising from the Procurement Act 2023 that came into
effect in February 2025, requiring faster payments to all subcontractors
and suppliers on Government Framework Contracts. These headwinds
were partially offset by the ongoing working capital process improvements.
Capex, capital element of lease payments and other increased by £5.5m
compared to FY25. Capex increased by £8.4m in FY26, primarily related to
the mobilisation of the DWP security contract. Capital lease repayments
increased by £11.4m, due to the continued transition of our leased
fleet to electric vehicles, as well as the expansion of the fleet through
acquisitions (including Marlowe) and new contracts, both in the UK and
overseas. This was partly offset by the reclassification of certain Other
items cash payments that are not reported within free cash flow, and are
instead reported within Acquisitions (below free cash flow), comprising
employment-linked earnout payments and acquisition transaction costs.
These reclassified payments increased by £14.3m in FY26, primarily related
to the Marlowe acquisition.
Net interest payments increased by £8.5m due to the higher levels of net
debt associated with the acquisition of Marlowe, and our share buyback
programme. Tax payments increased by £7.1m, driven by a combination
of higher taxable profit in FY26 and tax refunds in FY25.
Net debt movements associated with acquisitions totalled £264.6m, largely
relating to the strategic acquisition of Marlowe, which included net cash
consideration of £219.4m (after offsetting net cash acquired of £8.8m)
and debt acquired of £35.3m (including lease liabilities). Acquisitions also
included employment-linked earnout payments of £13.0m related to prior
period acquisitions, payments related to acquisition costs of £8.3m, mainly
for Marlowe, and the net consideration of £14.9m for the acquisitions
of SPM (£2.6m), Forest Group (£4.2m), El-Team Vest (£7.6m) and ABC
Elektro (£0.5m).
During FY26, we purchased 38m shares for £62.9m through our share
buyback programme, comprising 36m shares (£60.0m) under our current
programme (£100m over 12 months), and 2m shares (£2.9m) under our
previous programme, which was paused to accommodate the Marlowe
acquisition. Of these shares, we retained 5m shares in treasury to fulfil
our 2022 Save-As-You-Earn (SAYE) scheme (which vested in February
2026), and cancelled all shares purchased in excess of this. The £62.9m
of purchases are presented net of the proceeds received from the
exercise of SAYE schemes of £4.3m in FY26 (FY25: £4.7m). A further
21m shares (£29.1m) were purchased into employee trusts to satisfy share
incentive schemes.
Dividend payments of £61.9m in FY26 comprised the FY25 final dividend
of £36.6m, the FY26 interim dividend of £18.1m, together with dividends
paid to the Landmarc minority shareholder of £7.2m. The recommended
final FY26 dividend of 3.1p will result in a 5% increase in the total dividend
per share to 4.5p for FY26 (FY25: 4.3p), representing a payout ratio of 33%
(FY25: 34%).
The net movement in lease liabilities and other for FY26 was a relatively
small decrease of £0.9m (FY25: net increase of £24.5m), with the net
impact of new leases of £38.1m (FY25: £78.6m) and lease liabilities
acquired in the year (£27.2m), mainly with Marlowe, largely offset by capital
lease repayments (£67.5m). Given the significant progress we have made
in previous years on the transition of our leased fleet to electric vehicles
(including £79.6m of new leases in FY25), the impact has reduced in FY26
now that the core fleet has largely been converted.
Net debt
Average daily net debt of £440.2m for FY26 was £176.2m higher than in
FY25 (£264.0m), contributing to a leverage ratio (average daily net debt/
EBITDA) of 1.2x for FY26, within our target range of 0.75x–1.5x (FY25:
0.8x). Closing net debt at 31 March 2026 of £450.2m was £251.2m higher
than at 31 March 2025 (£199.0m).
As noted above, the increase in net debt during FY26 was driven by capital
deployment actions totalling £414.2m, including the strategic acquisition of
Marlowe, partially offset by the free cash inflow generated during the year
of £162.1m.
Liquidity and covenants
As at 31 March 2026, the Group had £610m of committed funding
arrangements, comprising £360m of US Private Placement (USPP) notes
with maturities ranging from 2028 to 2034 at a weighted average interest
rate of 4.65%, and a £250m Revolving Credit Facility (RCF) maturing in
October 2028.
A short-term bridge facility of £240m was put in place in June 2025, and
fully drawn, to facilitate the acquisition of Marlowe in August 2025. On 13
October 2025, £60m of this facility was repaid from Mitie’s existing balance
sheet capacity, and the balance was refinanced by the issuance of £180m of
USPP notes on 12 November 2025. The new USPP notes have maturities
of between three and seven years, and a weighted average interest rate
fixed at 5.44%.
On 18 July 2025, Morningstar DBRS confirmed that Mitie’s BBB investment
grade credit rating remains unchanged.
51
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Mitie’s two key covenant ratios are leverage (ratio of consolidated total net
borrowings to adjusted consolidated EBITDA) and interest cover (ratio of
consolidated EBITDA to consolidated net finance costs), with a maximum
of 3.0x and minimum of 4.0x respectively. Covenant ratios are measured
on a post-IFRS 16 basis with appropriate adjustments for leases, being
primarily the exclusion of lease liabilities from net debt and the inclusion
of a charge equivalent to lease payments against EBITDA. At 31 March
2026, the Group was operating well within these ratios at 0.82x covenant
leverage and 17.8x interest cover. A reconciliation of the calculations is set
out in the table below:
£m
FY26
FY25
Operating profit before Other items
264.1
234.1
Add: depreciation, amortisation
and impairment
95.9
76.8
Headline EBITDA
360.0
310.9
Add: covenant adjustments
1
24.6
23.8
Leases adjustment
2
(78.1)
(64.1)
Consolidated EBITDA
(a)
306.5
270.6
Full-year effect of acquisitions
and disposals
8.0
3.5
Adjusted consolidated EBITDA
(b)
314.5
274.1
Net finance costs
27.7
16.2
Less: covenant adjustments
(0.3)
(0.5)
Leases adjustment
3
(10.2)
(8.7)
Consolidated net finance costs
(c)
17.2
7.0
Interest cover (ratio of (a) to (c))
17.8x
38.7x
Net debt
450.2
199.0
Covenant adjustment
4
–
5.7
Impact of hedge accounting and
upfront fees
2.1
2.4
Leases adjustment
5
(195.5)
(197.5)
Consolidated total net debt
(d)
256.8
9.6
Covenant leverage (ratio of (d) to (b))
0.82x
0.04x
1.
Covenant adjustments to EBITDA relate to share-based payments charges, and
pension administration expenses and past service costs
2. Leases adjustment for EBITDA relates to depreciation charge for leased assets and
interest charge for lease liabilities (i.e. application of a charge equivalent to lease
payments)
3. Leases adjustment for net finance costs relates to interest charge for lease liabilities (i.e.
removal of interest on lease liabilities)
4. Covenant adjustment for net debt relates to cash held in a bank in Cyprus
5. Leases adjustment for net cash relates to lease liabilities (i.e. removal of lease liabilities)
52
Mitie Group plc
Annual Report and Accounts 2026
SUSTAINABILITY STATEMENT
Better Places; Thriving Communities
Introduction
Our 84,000 colleagues work across the UK to deliver high‑impact,
technology‑enabled services that help transform the estates of a diverse
range of public and private sector customers, improving experiences and
outcomes for millions of people every day.
Sustainability and social value remain central to how we operate and to the
way decisions are taken across the business. They form part of our resilient
business model, guiding how we prioritise investment, manage risk and
deliver services, while supporting the transition to a low‑carbon economy
and embedding resource efficiency across our activities.
We hold ourselves, and our supply chain, to high standards of integrity and
responsible conduct through our Sustainability and Social Value Supplier
Charter, policies and One Code, our code of conduct. These frameworks
provide a clear basis for expectations and behaviour and are supported by
management oversight and operational monitoring across the Group.
We seek to empower our people through employment, skills development
and inclusive opportunities, and to contribute to economic and social
progress in the local areas in which we operate. Our approach focuses
on enabling consistent outcomes in practice, supported by leadership,
capability and delivery across the organisation.
“At Mitie, sustainability and social value are central to how we create
Better Places; Thriving Communities. Our approach combines climate
leadership, responsible business practice and inclusive growth, ensuring
we reduce our environmental impact, strengthen resilience and accelerate
progress towards our Net Zero and social value commitments.
Through Plan Zero and Plan Thrive: Better Places; Thriving
Communities, Mitie’s environmental and social sustainability
programmes, we support our colleagues, customers and communities
by advancing decarbonisation, enhancing resource efficiency,
promoting social mobility and upholding the highest standards of
ethics and governance. Enabled by technology, data and our Climate
Transition Plan, we empower our customers to deliver their own
sustainability ambitions while contributing to wider environmental and
societal outcomes.
Together, we are building a more sustainable, inclusive and future‑ready
business that delivers lasting benefits for our planet, our people and the
communities we serve”.
Jason Roberts
Group Director, Sustainability
Contents
ESRS* 2 General Disclosures
Basis for preparation
56
BP‑1: General basis for
preparation of Mitie’s
sustainability statements
58
BP‑2: Disclosures in relation
to specific circumstances
Governance
58
GOV‑1: The role of the
administrative, management and
supervisory bodies
59
GOV‑2: Information provided
to, and sustainability matters
addressed by, the undertaking’s
administrative, management and
supervisory bodies
60
GOV‑3: Integration of
sustainability‑related
performance in incentive schemes
60
GOV‑4: Statement on
sustainability due diligence
61
GOV‑5: Risk management
and internal controls over
sustainability reporting
Strategy
61
SBM‑1: Market position, strategy,
business model(s) and value chain
61
SBM‑2: Interests and views of
stakeholders
61
SBM‑3: Material impacts, risks
and opportunities and their
interaction with strategy and
business model(s)
Impact, risk and opportunity
management
63
IRO‑1: Description of the
processes to identify and assess
material impacts, risks and
opportunities
E1 Climate Change
Strategy
64
E1‑1: Transition plan for climate
change mitigation
64
E1‑SBM‑3: Description of the
processes to identify and assess
material climate‑related impacts,
risks and opportunities (IROs)
Impact, risk and opportunity
management
67
E1‑2: Policies related to climate
change mitigation and adaptation
67
E1‑3: Actions and resources in
relation to climate change policies
Metrics and targets
68
E1‑4: Targets related to climate
change mitigation and adaptation
69
E1‑5: Energy consumption and
mix
70
E1‑6: Gross Scopes 1, 2, 3 and
total GHG emissions
74
E1‑7: GHG removals and GHG
mitigation projects financed
through carbon credits
74
E1‑8: Internal carbon pricing
75
E1‑9: Anticipated financial effects
from material physical and
transition risks and potential
climate‑related opportunities
S1 Own Workforce
Strategy
75
ESRS 2 SBM‑2: Interests and
views of stakeholders
76
ESRS 2 SBM‑3: Material impacts,
risks and opportunities and their
interaction with strategy and
business model
Impact, risk and opportunity
management
77
S1‑1: Policies related to own
workforce
77
S1‑2: Processes for engaging
with own workers and workers’
representatives about impacts
79
S1‑3: Processes to remediate
negative impacts and channels for
own workers to raise concerns
79
S1‑4: Taking action on material
impacts on own workforce, and
approaches to mitigating material
risks and pursuing material
opportunities related to own
workforce, and effectiveness of
those actions
Metrics and targets
79
S1‑5: Targets related to managing
material negative impacts,
advancing positive impacts and
managing material risks and
opportunities
80
S1‑6: Characteristics of
Mitie’s employees
80
S1‑9: Diversity metrics
80
S1‑12: Persons with disabilities
81
S1‑10: Adequate wages
81
S1‑13: Training and skills
development metrics
81
S1‑14: Health and safety metrics
82
S1‑17: Incidents, complaints and
severe human rights impacts
G1 Business Conduct
Impact, risk and opportunity
management
82
G1‑1: Corporate culture and
business conduct policies
83
G1‑2: Management of
relationships with suppliers
83
G1‑3: Prevention and detection of
corruption or bribery
Metrics and targets
83
G1‑4: Confirmed incidents of
corruption or bribery
83
G1‑5: Political influence and
lobbying activities
83
G1‑6: Payment practices
* European Sustainability Reporting Standards
53
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
In FY25, we launched Mitie’s new Company purpose, Plan Thrive: ‘Better Places; Thriving Communities’, uniting everyone at Mitie, from the Board to frontline
colleagues, around a shared commitment to help shape the communities where we live and work. Since launch, our purpose has become embedded
across Mitie, connecting our 84,000 colleagues, leaders and partners behind a shared ambition to improve the places where we live, work and serve.
‘Better Places: Thriving Communities’ also underpins a refreshed Environment, Social and Governance (ESG) strategy that delivers long‑term value
for people, communities and the planet. Building on our success with Plan Zero, which drives environmental resilience, we launched Plan Thrive in July
2025 to deepen our social impact across equity, wellbeing and community outcomes.
Our strategy encompasses four pillars, supported by pledges and commitments, and is aligned to the United Nations Sustainability Development
Goals (UN SDGs):
Innovation & Governance
Measure and report transparently
People & Community
Delivered through Plan Thrive
Partnerships
& Supply Chain
Our pledge
Champion partnerships and invest
in our supply chain
Our pledges
Uplift one million lives: through job
creation, skills development, inclusive
practices and wellbeing
Enable 1,000 places to prosper:
delivering social value in the places
we work to strengthen community
engagement
Our pledges
Net Zero by 2025 for Scope 1 and 2
50% reduction in Scope 3 emissions
by 2030
Environment
Delivered through Plan Zero
Over the past year, we have advanced delivery against Plan Thrive and Plan Zero through expanded inclusive employment pathways, increased
volunteering and community investment, and strengthened responsible sourcing via enhanced supplier ESG assessment and the adoption of more
circular and resource‑efficient approaches across our operations.
These activities represent inputs and delivery mechanisms. Progress is assessed through a combination of performance data, management review and
governance oversight, to test whether intended outcomes are being realised in practice.
Plan Thrive and Plan Zero now operate in parallel, providing a shared strategic framework for environmental action and social impact. They are
designed to support consistent decision‑making and delivery across the business, rather than to function as stand‑alone indicators of success.
Together, they underpin our longer‑term transition towards a more inclusive, resilient and sustainable business.
Find out more about Mitie and our commitment to ESG in our 2026 ESG report.
Our social value framework
54
Mitie Group plc
Annual Report and Accounts 2026
SUSTAINABILITY STATEMENT
continued
Our industry‑leading approach
We are leaders in sustainability, with Plan Zero providing the framework
for service delivery rather than an end‑state in itself. With Scope 1 and
Scope 2 emissions reduction targets delivered to 2025, our strategy now
focuses on progress toward Net Zero 2035, particularly Scope 3 emissions,
where outcomes are dependent on supplier engagement, data maturity
and operational change beyond Mitie’s direct control.
During FY26, we strengthened carbon and energy data quality and
expanded our electric vehicle (EV) transition, operating one of the UK’s
largest electric fleets. These improvements enhance decision‑making and
delivery capability, rather than being stand‑alone indicators of impact.
For the third consecutive year, we achieved CDP Climate A List status,
overall winner and Platinum status in the Sustainable Facilities Management
Index, and improved our EcoVadis rating to 80–validating the strength of
our disclosures, targets and governance, while recognising these are not
substitutes for real‑world progress.
The ESG Committee focuses on prioritisation, trade‑off management and
delivery oversight, using performance data as a management signal to take
direct action and intervene where progress is uneven.
Our strategic ESG targets
In this report, we build on five years of social value commitments and
performance. We also expand our framework with new long‑term
strategic targets for FY26‑FY31 that reflect our performance to date,
following significant growth, and set out bold ambitions for the future.
Our decarbonisation work has continued to accelerate as we transition
more of our fleet to EVs. Following the Marlowe acquisition in August
2025, we added 1,900 fossil fuel vehicles to our UK fleet, and we are
now re‑baselining our environmental metrics to reflect this expanded
operational footprint. Despite a significant increase in fleet size, we
continue to make strong progress towards our long‑term electrification
and decarbonisation ambitions under Plan Zero.
We made further progress on inclusion in FY26, with 18% of racially
diverse people in leadership, moving closer to our 20% target. Women
in leadership of 32% fell short of our 40% target. We are focused on
strengthening the pipeline of female talent within Mitie through targeted
development programmes, the introduction of diversity targets for middle
management roles and enhanced succession planning. Engagement scores
for females are consistent with that of male colleagues.
Environment
Mitie’s environmental strategy is driven by our Plan Zero initiative, which
aims to eliminate carbon emissions, reduce waste and enhance biodiversity.
Our efforts include fleet electrification, renewable energy procurement
and circular economy practices.
People
Our people strategy focuses on creating a Great Place to Work, investing in
skills, promoting diversity and inclusion, and supporting wellbeing. Through
initiatives like colleague development and inclusive hiring, we uplift lives and
foster equitable opportunities.
Community
Through Plan Thrive, Mitie commits to enabling 1,000 places to prosper and
uplifting one million lives. Our community engagement includes volunteering,
local partnerships and targeted social value delivery across contracts.
Partnerships & Responsible Supply Chain
Mitie’s supply chain is trained in social value principles and engaged in
creating positive impacts. We focus on ethical sourcing, supplier diversity
and automation to enhance transparency and sustainability.
Innovation & Governance – cross‑cutting SDG alignment
Innovation and governance are central to Mitie’s ESG strategy, supporting climate action, equity, efficiency and ethical leadership.
Governance ensures transparency, ethical conduct and ESG integration in decision‑making. Senior oversight, strong risk management and
inclusive stakeholder engagement underpin our approach, supported by robust environmental systems and public reporting.
55
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Our new strategic targets
Our new strategic ESG targets for FY26‑FY31 reflect our most material impacts, risks and opportunities. These Group‑level commitments incorporate
the Marlowe acquisition and have been extended to FY31 to enable full reporting against our interim 2030 50% carbon reduction target, the
re‑baselining and rationale for which are set out in E1‑4. They are supported by a broader suite of operational targets and performance indicators,
which are disclosed in full within our ESG report to maintain transparency while preserving strategic clarity.
Target
FY26
Actual
FY26
Status in
FY26
FY27
FY28
FY29
FY30
FY31
Environment
Scope 1, 2 & 3 – Intensity tCO
2
/£m revenue
1
56.94
54.76
49.23
43.01
35.89
28.30
21.48
% recycling rate
65%
66%
70%
75%
80%
85%
85%
Total waste generated (tonnes)
400
395
370
340
310
280
250
Nature‑positive habitats
2
8%
8%
14%
22%
26%
30%
33%
People
% of women in leadership
3
40%
32%
40%
40%
40%
40%
40%
% of racially diverse colleagues in leadership
3
20%
18%
20%
20%
20%
20%
20%
Investment in apprentices
4
£5.5m
£7.5m
£5.7m
£6.0m
£6.3m
£6.5m
£6.7m
Community
Volunteer paid hours
25,000
35,706
28,000
32,000
37,000
42,000
45,000
% supported hires from an
underrepresented background
5
2.0%
1.3%
2.5%
3.0%
3.5%
4.0%
4.5%
Partnerships & Responsible
Supply Chain
Spend with VCSEs
£2.50m
£3.19m
£2.75m
£3.00m
£3.25m
£3.50m
£3.75m
% of spend with SMEs
6
45%
45%
45%
45%
45%
45%
45%
% of spend on Supplier
Management Framework
60%
60%
70%
80%
90%
90%
90%
1.
Mitie has adopted an emissions‑intensity target calibrated to support delivery of the 2030 absolute reduction milestone while enabling consistent year‑on‑year performance
assessment. Mitie’s climate targets are expressed on a gross emissions basis.
2. Increase in nature‑positive habitats across Mitie hub sites, measured as a percentage improvement against the FY26 baseline.
3. Targets apply to the senior leadership team, which includes the Executive Committee and Management Leadership Team, consistent with prior reporting definitions.
4. Investment in apprenticeships across Mitie’s own workforce, including the use of apprenticeship levy funds and levy gifting to support supply‑chain and community partners.
5. Percentage of eligible roles filled through recruitment and in‑work support delivered via Mitie Foundation programmes and associated social value initiatives.
6. Commitment to maintain public sector spend with small and medium‑sized enterprises (SMEs) at or above 33%, in line with government procurement expectations.
Environment targets – basis and definitions
All environmental targets and metrics are reported on a Group‑wide basis, incorporating the Marlowe acquisition and aligned to Mitie’s financial
control boundary. Greenhouse gas (GHG) emissions are calculated in accordance with the GHG Protocol and reported as Scope 1, Scope 2 and
material Scope 3 emissions. (Purchased goods and services; fuel and energy‑related activities; upstream transportation and distribution; waste; water;
business travel; employee commuting and working from home).
Mitie’s primary climate mitigation target is expressed as Scope 1, 2 and 3 emissions intensity (tCO
2
e per £m revenue), which normalises emissions
performance for changes in business scale, activity levels and acquisitions. Absolute Scope 1, 2 and 3 emissions are disclosed annually in line with ESRS
E1‑6 and are used to evidence progress against the intensity pathway, but are not set as stand‑alone strategic targets for FY26‑FY31.
Scope‑specific intensity metrics are monitored internally and disclosed in the ESG report as supporting operational measures. Targets are set for
FY26‑FY31 to enable full reporting against Mitie’s interim 2030 ambition to reduce emissions by 50%. Emissions data is prepared using UK Government
GHG conversion factors and subject to internal controls and external assurance.
56
Mitie Group plc
Annual Report and Accounts 2026
SUSTAINABILITY STATEMENT
continued
ESRS 2 General Disclosures
Basis for preparation
BP‑1: General basis for preparation of Mitie’s
sustainability statement
This sustainability statement has been prepared as part of Mitie Group plc’s
(‘Mitie’) Annual Report and Accounts and applies to the same reporting
entity and consolidated group as Mitie Group plc’s financial statements
for the year ended 31 March 2026, unless otherwise stated. It provides an
overview of how Mitie manages its most material environmental, social and
governance (ESG) impacts, risks and opportunities, and of progress made
against the Group’s sustainability strategy and targets.
The sustainability statement has been prepared on a voluntary basis,
aligned to the structure and principles of the European Sustainability
Reporting Standards (ESRS). While Mitie is not currently required to
report under the Corporate Sustainability Reporting Directive (CSRD),
the Group has chosen to align to the ESRS architecture to enhance
transparency, consistency and comparability of its sustainability disclosures
and to support future regulatory readiness.
Mitie undertook a double materiality assessment (DMA), initially
completed in FY24 and reviewed during FY26 to reflect organisational
growth, the acquisition of Marlowe and evolving regulatory expectations.
This assessment identified ESRS E1 (Climate Change), ESRS S1 (Own
Workforce) and ESRS G1 (Business Conduct) as Mitie’s most material
sustainability matters for the reporting period. Accordingly, disclosures
within this sustainability statement focus on these topics. Other ESRS
topical standards were assessed and determined not to be material for
FY26 and have therefore not been disclosed.
In interpreting this sustainability statement, it is important to note that
disclosures relating to policies, frameworks, targets or governance
structures should be considered as indicators of intent, direction
and management approach, rather than as stand‑alone evidence of
performance or outcomes. The effectiveness of sustainability actions
is dependent on implementation, leadership, operational capability and
sustained delivery over time, and should be read in that context.
Where relevant, sustainability‑related risks and opportunities described
in this sustainability statement are considered alongside Mitie’s financial
planning and risk management processes. Potential financial effects may
manifest through operating costs (including energy, fleet and procurement),
capital expenditure associated with transition actions, contract pricing
and asset management decisions. Quantitative impacts are not separately
disclosed where they cannot yet be reliably measured; however, such
effects are considered within the Group’s broader financial and risk
management processes.
The sustainability statement has been prepared using data and assumptions
that are consistent, where appropriate, with those used in the Group’s
financial statements and apply the same financial control boundary. GHGs
and other environmental metrics are calculated in accordance with the
GHG Protocol and relevant UK Government conversion factors.
For FY26, external assurance has been obtained over selected
environmental metrics, including Scope 1 and Scope 2 greenhouse gas
emissions (reasonable assurance) and Scope 3 greenhouse gas emissions
(limited assurance). The GHG report has been prepared in accordance
with ISO14064‑1 and has been verified in accordance with ISO16064‑3.
The sustainability statement as a whole has not been subject to assurance.
Mitie continues to strengthen its governance, internal controls and
documentation over sustainability reporting in preparation for future
statement‑level assurance requirements.
EU Taxonomy disclosures under Article 8 of the EU Taxonomy Regulation
(including Taxonomy‑eligible or Taxonomy‑aligned turnover, capital
expenditure and operating expenditure) have not been included within
this sustainability statement. These disclosures are not mandatory for Mitie
at this stage and have therefore been treated as out of scope for FY26.
Mitie will continue to monitor regulatory developments and reporting
expectations in relation to the EU Taxonomy as part of its broader
sustainability reporting roadmap.
Digital tagging in accordance with the ESRS XBRL taxonomy has not
been applied for FY26, as it is not required for voluntary ESRS‑aligned
reporting. Mitie will implement digital tagging alongside future mandatory
sustainability reporting requirements as applicable.
In developing this sustainability statement, Mitie has considered
industry‑based sustainability metrics commonly applied to the facilities
management and support services sector. Where relevant, metrics aligned
to Mitie’s business model are incorporated within existing disclosures; other
industry metrics were assessed and determined not to be decision‑useful
or proportionate for FY26.
Climate‑related disclosure for TCFD
Compliance statement
Under the Financial Conduct Authority’s Listing Rules, our reporting is
compliant with the four Task Force on Climate‑related Financial Disclosures
(TCFD) recommendations and 11 recommended disclosures, as set out
in Figure 4 of Section C of the TCFD report ‘Recommendations of the
Task Force on Climate‑related Financial Disclosures’. Mitie has maintained
alignment with the TCFD requirements during the transition to global
baseline reporting. Where appropriate, our disclosures incorporate
elements of the International Sustainability Standards Board (ISSB) IFRS S1
and S2, in line with the harmonisation permitted under the ESRS Omnibus
revisions. All information presented within our sustainability statement
has been assessed as material through our DMA and reflects the latest
available data, governance processes and assurance boundaries.
57
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Compliance summary
TCFD recommendation
Recommended disclosures
Compliance position
Page reference
FY24
FY25
FY26
Governance
Disclose the organisation’s
governance around climate‑related
risks and opportunities.
A. Describe the Board’s oversight of climate‑related risks
and opportunities.
58 to 60
B. Describe management’s role in assessing and managing
climate‑related risks and opportunities.
58 to 60
Strategy
Disclose the actual and potential
impacts of climate‑related risks and
opportunities on the organisation’s
businesses, strategy and financial
planning where such information
is material.
A. Describe the climate‑related risks and opportunities the
organisation has identified over the short, medium and long term.
65 to 66
B. Describe the impact of climate‑related risks and opportunities on
the organisation’s businesses, strategy and financial planning.
62 to 63
C. Describe the resilience of the organisation’s strategy, taking into
consideration different climate‑related scenarios, including a 2°C
or lower scenario.
64 to 66
Risk management
Disclose how the organisation
identifies, assesses and manages
climate‑related risks.
A. Describe the organisation’s processes for identifying and assessing
climate‑related risks.
63
B. Describe the organisation’s processes for managing
climate‑related risks.
64
C. Describe how the processes for identifying, assessing and managing
climate‑related risks are integrated into the organisation’s overall
risk management.
64 to 66
Metrics and targets
Disclose the metrics and targets
used to assess and manage
relevant climate‑related risks
and opportunities where such
information is material.
A. Disclose the metrics used by the organisation to assess climate‑
related risks and opportunities in line with its strategy and risk
management process.
67
B. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse
gas (GHG) emissions and related risks.
70 to 74
C. Describe the targets used by the organisation to manage climate‑
related risks and opportunities and performance against targets.
68
Disclosure consistent with the recommended disclosure.
Disclosure consistent with the recommended disclosure, further improvement opportunities planned.
Disclosure not consistent with the recommended disclosure.
Continual improvement – FY26 progress
In last year’s report, we identified further opportunities to strengthen our climate‑related disclosures and risk management. The table below outlines
the actions undertaken during FY26 to support continual improvement.
Action required:
Update:
Deepen assessment of climate‑related transitional risks
In FY26, we engaged with our insurance broker and risk advisor, Marsh,
to undertake a transitional risk review, providing insight into how
evolving regulation, carbon pricing and market dynamics could affect
the Group’s strategy, operations and supply chain. Outputs will inform
enhanced scenario analysis and climate risk indicators for FY27.
Strengthen integration of climate risk within the Enterprise Risk
Management (ERM) framework
Insights from the Marsh review were incorporated into the FY26 risk
maturity assessment. This will guide the refinement of climate‑related key
risk indicators (KRIs) and mitigation actions within the FY27 ERM cycle.
Enhance climate‑related reporting readiness ahead of CSRD/
ISSB alignment
The transitional risk work has helped prioritise improvements to
climate‑related data quality, narrative transparency and forward‑looking
scenario coverage for FY27 disclosures.
Improve supplier‑level emissions visibility to support Scope 3 maturity
Priority suppliers were engaged to strengthen data inputs for
Scope 3 estimation and to encourage adoption of science‑based
targets, supporting development of a more accurate value chain
emissions profile.
58
Mitie Group plc
Annual Report and Accounts 2026
SUSTAINABILITY STATEMENT
continued
Our climate‑related journey to date
Summary of Phase One of Mitie’s Plan Zero initiative
Phase One of our Plan Zero initiative represents a major milestone
in Mitie’s decarbonisation journey, demonstrating tangible progress in
delivering our ambition to operate at Net Zero for Scope 1 and 2 direct
operational emissions by the end of 2025. Since launching the programme
in 2020, we have focused on large‑scale, real‑world emission reductions,
most notably the rapid transition of our extensive fleet to electric vehicles
(EVs) and the removal of fossil fuel use across our estate.
At 31 March 2026, 76% of our fleet had transitioned to EVs, with 6,406
vehicles deployed, even as the fleet expanded significantly, from 4,700
in 2020 to more than 8,400 vehicles, due to strong organic growth and
acquisitions. As such, we delivered over 2,400 more EVs than originally
anticipated, in parallel with procuring 100% renewable electricity for our
estate and EV charging, meeting our RE100 and EV100 commitments.
Collectively, these actions enabled Mitie to achieve an effective Net
Zero position across Scope 1 and 2 on a market‑based reported basis,
underpinned by significant operational emissions reductions and supported
by renewable electricity procurement and targeted carbon credits.
On a growth‑adjusted basis, this reflects a substantial reduction in
emissions relative to the scale of the business, demonstrating that
decarbonisation has been delivered alongside, rather than instead of,
operational growth.
While this position does not yet meet the stricter technical definition of
Net Zero under the Science Based Targets initiative (SBTi), it represents
a material milestone in Mitie’s transition, with Phase One establishing a
proven and scalable decarbonisation model. See page 64.
At the same time, this phase concludes with full recognition that our
business has materially changed: the Marlowe acquisition and the
significant scaling of our operational carbon footprint now require a
comprehensive re‑baselining of our emissions to maintain the integrity of
our science‑aligned targets. This recalibration ensures that as we enter the
next phase, Plan Zero 2.0, we do so from a credible, fully updated baseline
that reflects the organisation Mitie is today and provides a robust platform
for deeper, long‑term decarbonisation across Scopes 1, 2 and 3.
BP‑2: Disclosures in relation to specific
circumstances
Mitie is dedicated to delivering Plan Zero as outlined in our Climate
Transition Plan. However, we recognise that external factors could affect
our goal of aligning as closely as possible with the Paris Agreement’s 1.5ºC
target. Therefore, we continuously monitor risks and opportunities to adapt
to the changing environment and minimise potential business impacts.
We have identified and monitored risks and opportunities with a potential
‘material’ impact, meaning that they are of significant interest to investors
and stakeholders. To assess the impact of climate‑related risks and
opportunities on our strategy and aid financial planning, we enhanced
our climate‑related financial modelling framework. This framework builds
on our five‑year cash flow forecast model, aligned with our strategic,
budgeting and business planning cycles, and relevant to the duration of our
existing contracts.
Time horizons
Time horizons and risk impact can be found in E1‑SBM‑3 on page 64.
Value chain estimation
The methodology for estimated metrics, including indirect sources, is
detailed in the metric descriptions. Relevant information sources, such as
conversion factors, are listed in the document. Assumptions, estimations
or approximations are described in the metric disclosure information.
Plans to enhance data accuracy and verifiability, such as through a carbon
accounting system, are noted in the metric or general information on the
topical standard.
Governance
GOV‑1: The role of the administrative, management
and supervisory bodies
Mitie has a formal governance structure in place to manage climate‑related
risks and opportunities. Overall responsibility resides with the Board,
which sets strategic direction and priorities, approves targets and considers
climate‑related matters as part of broader decisions on capital allocation,
risk appetite and business growth.
The Board and its Committees receive regular climate‑related
information, including progress against transition plans and targets. This
information is used to inform challenge, decision‑making and escalation
where performance or risk exposure requires intervention, drawing on
management expertise across sustainability, operations, finance and risk.
Climate‑related information is generated through operational and risk
management processes, including account‑level risk registers, performance
data and outputs from the Enterprise Risk Management framework.
This information is reviewed by management through established
governance forums, including the ESG Risk Group, Mitie Executive Team
and relevant working groups, where risks and opportunities are assessed
and actions are defined. Where required, matters are escalated to the
ESG Committee, Audit & Risk Committee or Board for oversight and
decision‑making. Decisions and priorities are then communicated back into
the business through operational planning, contract governance structures
and delivery teams, with progress monitored through regular performance
reporting and risk management processes.
The table on page 59 details committee roles and responsibilities, together
with examples of climate‑related matters considered and decisions taken
during the year. A breakdown of the Board’s gender diversity can be found
on page 103.
59
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Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Governance
GOV‑2: Information provided to, and sustainability matters addressed by, the undertaking’s administrative,
management and supervisory bodies
Mitie governance
body and Chair
Frequency
Climate‑related roles
and responsibilities
Actions taken in FY26
Focus areas FY27
Mitie Board
Chair
• Bi‑monthly (at least six
meetings a year)
• ESG is a standing
agenda item.
Information is
disseminated to the
Board via the ESG
Committee, including
climate‑related updates
• Sets the strategic direction and
maintains oversight of climate‑related
risks and opportunities
• Sets ESG targets, including
climate‑related targets
• Monitors progress against climate‑related
goals and targets
• Review, approve and
monitor new ESG targets
for FY26 to FY31
• Advance delivery
of Mitie’s Scope 3
decarbonisation roadmap
towards the 2035 Net
Zero target
ESG Committee
Non‑Executive
Director
• Bi‑monthly (six
meetings a year) to
align with input into
Board meetings
• Climate‑related
matters are fed into
the ESG Committee
via several channels,
including the Plan Zero
Steering Group, which
reports directly to the
Committee
• Drives the ESG agenda on behalf of
the Group
• Ensures that the Group conducts its
business in a commercially sensitive way
to achieve maximum positive impact on
the communities and people with which
it works and the environment which it
works within
• Formal reporting of climate‑related risks
and opportunities
• Oversight of capital expenditure relating
to ESG
• Engages stakeholders to understand
expectations and concerns regarding
climate change and communicates the
Group’s efforts to address them
• Embedding Mitie’s DMA
results into strategies
across the business and
developing new ESG
targets for Board approval
• Supporting the
employment and
social mobility of
underrepresented groups
• Launching Mitie’s new
comprehensive social value
strategy, to be delivered
across a wide range of
customer accounts
• Implement the
revised ESG strategy
incorporating the social
value framework of Plan
Zero and Plan Thrive
• Monitor delivery and
track progress on
ESG targets, carbon
emissions, fleet transition,
diversity and workforce
development
• Strengthen reporting
and governance of
ESG disclosures, data
assurance and controls,
regulatory readiness
and ethical, sustainable
supply‑chain practices
Mitie Executive
Team
Chief Executive
Officer
• Weekly
• Climate‑related matters
are discussed as
required – depending
on the subject
matter, updates will
be for information
only or involve
robust discussion
• Implementation and delivery of ESG
strategy and targets
• Ongoing review of Plan Zero
• Ongoing review of growth strategy
to ensure continual alignment with
decarbonisation agenda
• Ongoing review of
growth strategy and
the market, with focus
on decarbonisation
opportunities
• Leveraging
decarbonisation
and environmental
opportunities to align
with the targeted M&A
strategy in this sector
Audit & Risk
Committee
Non‑Executive
Director
• Climate‑related
matters are discussed
twice yearly as part of
the principal risk and
uncertainties process
(annual and half‑yearly
review). Information
is disseminated to
the Audit & Risk
Committee via the
Group Risk Committee
• Reviews Annual Report and Accounts
(ARA), including TCFD, and advises
Board on whether it is fair, balanced
and understandable and provides the
necessary information to shareholders
to assess the Group’s position
and performance, business model
and strategy
• Monitors impact of climate change on
the Group’s strategy, operations and
financial performance, and engages with
management to address any material risks
and opportunities
• Ongoing evaluation of
climate‑related transition
as part of internal
controls framework
• Strengthening of risk
assurance against the
climate change and social
value principal risk and
climate‑related risks
aligned with upcoming
changes in regulatory
standards such as CSRD
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Mitie Group plc
Annual Report and Accounts 2026
SUSTAINABILITY STATEMENT
continued
Mitie governance
body and Chair
Frequency
Climate‑related roles
and responsibilities
Actions taken in FY26
Focus areas FY27
Group Risk
Committee
Chief Legal Officer
• Quarterly
• Climate‑related matters
are fed into the Group
Risk Committee via
several channels,
including the Group
Head of ERM and
Group Sustainability and
Social Value Director
• Responsible for overseeing the Group’s
approach to risk management, including
ongoing review of principal and
emerging risks
• Ensures Group is adequately prepared
to manage risks associated with
climate change
• Ongoing development of key
risk indicators for principal
risks, including climate
change and social impact
• Management of outputs
from FY26 risk maturity
assessment, including
climate‑related responses
• Enhance climate‑risk
governance by
advancing scenario
analysis, risk indicators
and CSRD‑aligned
reporting controls
Nomination
Committee
Chair
• Two planned meetings
as standard
• To evaluate and make recommendations
regarding the composition, diversity,
experience, knowledge, skills and
independence of the Board and
its Committees
• Reviewed Board
composition, succession
planning and evaluation
outcomes to ensure an
appropriate balance of
skills, experience and
independence
• Continue strengthening
Board composition and
succession planning,
with ongoing review of
inclusion policy and non‑
executive commitments
Remuneration
Committee
Non‑Executive
Director
• Three planned
meetings as standard
• Agrees climate‑related KPIs that apply to
executive remuneration incentive plans
• Ongoing review of targets
for FY26 awards
• Strengthen ESG‑linked
remuneration, refining
KPIs to ensure alignment
with the new FY26‑FY31
ESG targets and
CSRD‑aligned disclosures
ESG Risk Group
Group Director for
Sustainability
Part of Group Risk
Committee
• Quarterly
• Climate‑related risks
and opportunities are
standing agenda items
• Corporate
Sustainability Reporting
Directive (CSRD)
is incorporated into
the responsibilities
of this group
• Responsibility for preparing and
responding to our climate‑related
disclosure
• Reviews and mitigates identified climate‑
related risks and realises climate‑related
opportunities
• Initial review and approval of climate
change risk assessment document ahead
of submission to ESG Committee
• Oversees and directs the ESG
Working Groups
• Undertake continual
improvement of CSRD
disclosures
• Ongoing review of the
Climate Transition Plan and
incorporation of carbon
reduction initiatives
• Ongoing review of
regulatory requirements
• Further development of
scenario analysis
• Formalising audit and
evidence structures for
new regulatory changes
• Integrating Marlowe into
the Mitie ESG processes
• Establish greater climate‑
related risk assessments
for our estate
• Further development
of transitional
scenario analysis
ESG Working
Groups
Senior Sustainability
Manager
(Environment, labour
and human rights,
business ethics
and sustainable
procurement)
• Quarterly
• Reports into the Plan
Zero Steering Group
• Delivers against Plan Zero, our Climate
Transition Plan, the internal solutions
and external opportunities for
Mitie’s customers
• Establish a supplier
engagement platform
to measure, report and
influence supply chain
behaviour
• Improve sustainable
commuting engagement
and reporting
• Development of
biodiversity strategy
• Incorporate a continuous
improvement plan
into each pillar of the
working group
• Highlight circular
economy and
biodiversity initiatives
and understanding
throughout the business
GOV‑3: Integration of sustainability‑related
performance in incentive schemes
Following detailed engagement with shareholders, the 2024 Long Term
Incentive Plan (LTIP) award, covering a performance period ending
31 March 2027, will be assessed against EPS, ROIC and revenue growth
metrics. In addition, the Remuneration Committee will have reference to
leverage and ESG underpins such that if either leverage and/or progress
against the Company’s ESG strategy is poor, there is specific discretion to
allow the award to be reduced accordingly, including to nil.
Climate‑related performance is considered as part of this ESG underpin;
however, no separate or fixed percentage weighting is currently applied
specifically to climate metrics within incentive outcomes.
ESG formed part of the performance scorecard for the 2023 LTIP cycle,
which concluded on 31 March 2026. The specific performance conditions
for the LTIP grant are set out in the Directors’ Remuneration Report on
page 133.
GOV‑4: Statement on sustainability due diligence
Mitie operates a rigorous sustainability due‑diligence framework designed
to promote ethical conduct and responsible practices throughout
both our business and our supply chain. This includes the identification,
prevention, mitigation and remediation of environmental and social risks,
including issues associated with modern slavery, human rights harms and
environmental impacts.
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Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Core elements of due diligence
Paragraphs in the sustainability statement
(a) Embedding due diligence
in governance, strategy and
business model
GOV‑5 and SBM‑1
(b) Engaging with affected
stakeholders
SBM‑2 and under E1‑IRO‑1, S1‑2
(c) Identifying and assessing
negative impacts on people
and the environment
SBM‑3 and IRO‑1
(d) Taking action to address
negative impacts on people
and the environment
Environment: E1‑3
Governance: G1‑3
(e) Tracking the effectiveness
of those efforts and
communicating them
Environment: E1‑4 to E1‑6
Social: S1‑6 to S1‑17
Governance: G1‑3
GOV‑5: Risk management and internal controls
over sustainability reporting
The Board, through the Audit & Risk Committee, provides oversight of
Mitie’s internal control environment, risk management processes and
compliance systems. This includes challenge and assurance over the design
and effectiveness of controls supporting sustainability‑related reporting and
decision‑making.
Management is responsible for operating these controls, supported by
the Internal Audit function, which encompasses Internal Audit, Internal
Controls and Investigations teams. Externally validated testing of internal
controls has strengthened insight into control effectiveness and surfaced
areas requiring management action, particularly in relation to ESG‑related
data, systems and emerging regulatory requirements.
Mitie’s control framework is based on the COSO model, covering financial,
operational and compliance controls. The Integrated Management System
(IMS) acts as a key mechanism for ensuring policies and procedures are
consistently followed.
In line with the latest UK Corporate Governance Code requirements,
Mitie has introduced externally validated testing of internal controls,
moving beyond a predominantly self‑assessment approach. The Audit
& Risk Committee reviews and authorises this methodology, which has
surfaced areas for enhancement and informed practical improvement
plans. A particular focus has been placed on IT General Controls (ITGC)
and ESG‑related controls to ensure the resilience of our technology
platforms and the robustness of our responsible business practices.
Further detail on entity‑level risks is provided in sections SBM‑3 and IRO‑1.
Additional information on risk management and internal controls can be
found on pages 127 to 128.
Strategy
SBM‑1: Market position, strategy, business model(s)
and value chain
Mitie maintains a strong position in ESG performance, supported by
validated science‑based targets and three consecutive appearances on
CDP’s Climate A List. We are also recognised as a UK Top Employer for
the eighth year running. These external benchmarks provide confidence in
the robustness of our targets, disclosures and governance arrangements,
but are not relied upon in isolation as evidence of real‑world impact.
As a service‑focused organisation, the majority of our operational
emissions arise from the movement of colleagues between customer sites.
Approximately 93% of our Scope 1 and 2 emissions come from our fleet,
with our relatively compact estate of around 120 locations contributing just
7%. This concentration shapes our decarbonisation priorities and informs
where management attention and capital deployment are most effective.
Our continued shift to electric vehicles has delivered a reduction of
more than 37% in petrol and diesel emissions over the past four years
(excluding Marlowe Limited and all of its subsidiaries) and remains a core
delivery mechanism within Plan Zero. Progress is assessed in the context
of operational growth, fleet expansion and external constraints, rather
than viewed solely against headline targets. This approach underpins our
longer‑term transition to Net Zero operational emissions and our ambition
to achieve Net Zero non‑operational emissions by 2035, alongside
continued engagement with suppliers across our value chain.
Our purpose reflects the belief that high‑quality places support resilient and
inclusive communities. Our strategy therefore focuses on aligning growth,
including targeted M&A, with the acquisition of specialist capabilities that
enable both Mitie and its customers to decarbonise estates and develop
credible Net Zero pathways. This ensures sustainability capability is
embedded within the business model, rather than treated as an adjunct to it.
SBM‑2: Interests and views of stakeholders
Mitie places strong importance on understanding the priorities and
expectations of key stakeholders, including colleagues, customers, suppliers,
communities, government and shareholders. Engagement is delivered
through structured programmes designed to surface relevant perspectives
and emerging issues, rather than to seek consensus or reassurance.
Stakeholder inputs are assessed alongside operational, commercial and risk
considerations to inform management judgement. Feedback is treated as
an input to decision‑making rather than a proxy for impact or delivery.
The Board and executive leadership team receive summaries of
stakeholder engagement outcomes where relevant to strategy, risk or
delivery. These insights inform challenge, prioritisation and escalation, but
do not override the need for management judgement where stakeholder
views diverge or where delivery constraints apply. Further disclosures on
stakeholder engagement can be found on pages 36 to 40.
SBM‑3: Material impacts, risks and opportunities and
their interaction with strategy and business model(s)
Double materiality assessment (DMA): long‑term
sustainability and resilience
Mitie carried out a double materiality assessment (DMA) during FY24 to
establish a comprehensive view of the sustainability topics that are most
significant to our stakeholders. The exercise evaluated our impacts, risks
and opportunities (IROs), ensuring that both our strategy and disclosures
remain targeted, efficient and aligned to stakeholder expectations.
The DMA followed a recognised methodology consistent with the latest
global sustainability reporting standards, including the GRI Universal
Standards (2021), IFRS S1 (2023) and ESRS 2 (2023). As part of the
process, we gathered insight through structured stakeholder engagement,
including interviews and an online StakeholderTALK survey.
The assessment examined both:
• Mitie’s actual and potential effects on people and the environment
• Financially relevant sustainability issues for investors
This dual lens, covering ‘impact’ and ‘financial effects’, reflects the principle
of double materiality. Our approach draws on the Five Part Materiality Test
(AccountAbility 2002–2018), aligns with the SASB Five‑Factor Test (2015),
and incorporates guidance from the EFRAG Materiality Guide (2024).
In determining relative priorities, the assessment also considered the
Sustainability Context Principle and the Precautionary Principle when
evaluating actual or potential IROs. The process included detailed research
using both internal and external sources, such as policy reviews, reporting
analysis and published articles. Scoring criteria were mapped to the
relevant requirements of IFRS S1 and ESRS 2.
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4
13
7
16
5
14
8
17
6
15
9
18
10
19
11
20
12
21
1
2
3
SUSTAINABILITY STATEMENT
continued
Validation was performed by a group of senior managers, and the ESG
Committee formally approved the assessment. The outputs were then
reviewed to determine the material topics, as well as those issues that sit
below the materiality threshold. These results are presented in the graphic
shown below.
Impact
Water stress, water use,
wastewater treatment
Climate change policy:
customer/investor/
response/education
Air quality and
pollution (local)
Operational resources:
materials/circular economy,
waste and recycling
Biodiversity loss (local and
regional soils, forest/
woodland, aquatic)
Anti‑discrimination in
employee lifecycle (ED&I)
Responsible procurement
and supplier risk
Human rights across the
value chain
Public policy advocacy
Adaptation to natural
weather viability/
climate change
Energy transition:
positive and negative
environmental risk
Energy transition: social risk,
positive and negative
Occupational health and
safety (personal and process)
Colleague: fair employment
Colleague learning and
development, future skills
and apprenticeships
Corporate governance,
transparency and integrity
Operational energy
management:
energy efficiency, energy
security
GHG emissions:
decarbonisation of
operations, credible
carbon management
Colleague wellbeing (mental
and physical health)
Local community impact
Products and services:
enabling environmental
improvements (energy
efficiency, pollution,
water use, waste)
1
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
2
3
Risk and/or opportunity
Mitie’s climate scenario analysis considers a range of transition pathways and physical
risk outcomes using publicly available scenarios, including those aligned to 1.5°C
and higher‑warming outcomes. Analysis focuses on medium‑ to long‑term horizons
relevant to asset lifecycles and contract durations. Key assumptions include policy
development, energy transition pace and customer behaviour, and outcomes are
used to inform strategic planning rather than to produce precise financial forecasts.
These scenarios have been selected to reflect Mitie’s specific risk profile as an asset‑
light, service‑based organisation, where exposure to climate risk is driven primarily
by workforce mobility, supply chain resilience and fleet‑related operations, as well
as transition‑related cost pressures linked to decarbonisation of transport, energy
and procurement.
Outcome
The double materiality assessment identified the most significant
sustainability‑related impacts, risks and opportunities. Based on this
assessment, ESRS E1 (Climate Change), ESRS S1 (Own Workforce) and
ESRS G1 (Business Conduct) have been identified as material and are
therefore disclosed in this sustainability statement.
ESRS topical standards relating to pollution, water and marine resources,
biodiversity, resource use and circular economy (E2–E5), and value‑chain
workers, affected communities and consumers (S2–S4) were assessed and
determined not to be material. Accordingly, these disclosures have been
omitted in line with ESRS requirements.
Seven material topics were identified through our DMA, which map across
the three material areas of focus.
ESRS category
mapping
ESG material topics
identified by the DMA
Link to UN SDGs
E1 Climate
Change
E
Operational energy
management, efficiency,
GHG emissions and
decarbonisation
7
12
13
E
Products and services:
enabling environmental
improvements
7
8
10
11
13
16
17
S1 Own
Workforce
S
Occupational health and
safety (personal and process)
2
3
6
8
S
Colleagues: fair
employment
5
8
10
S
Colleague learning and
development, future skills
and apprenticeships
4
5
8
9
10
S
Colleague wellbeing
(mental and physical health)
3
4
5
8
10
G1 Business
Conduct
G
Corporate governance,
transparency and integrity
16
17
SDGs are referenced to aid stakeholder interpretation and do not
determine materiality.
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Financial statements
Impact, risk and opportunity management
IRO‑1: Description of the processes to identify and
assess material impacts, risks and opportunities
Mitie identifies and evaluates material impacts, risks and opportunities
(IROs) in line with CSRD requirements. To build a complete view of
relevant sustainability topics, we draw on multiple sources, including the
ESRS, and incorporate sector‑specific considerations. This ensures we
capture the full spectrum of issues across our value chain, from suppliers
through to customers, giving a comprehensive understanding of both our
impacts and financially relevant risks.
Our ESG Risk Group reviews whether sustainability matters could give rise
to significant financial consequences for the Group. This includes assessing
the likelihood and potential scale of these impacts over short‑, medium‑
and long‑term time horizons.
To support consistent decision‑making, we use a traffic‑light methodology
to evaluate the financial implications of material physical risks over different
timeframes. We then apply defined thresholds to determine which IROs
are material and therefore require disclosure. High scores indicate matters
that meet the criteria for materiality, while lower scores reflect topics
considered immaterial for reporting purposes.
Environment
Social
Governance
Material impacts
E1 Climate Change:
Mitie’s environmental impacts are closely
linked to our ambition to minimise our
own footprint while supporting customers
on their decarbonisation journeys. This
includes reducing emissions from our
large operational fleet and strengthening
our capability to provide credible
sustainability consultancy.
Our specialist energy and carbon
teams manage consumption and deliver
low‑carbon projects such as solar PV
installations, heat pumps, battery systems
and EV charging infrastructure, enabling
both Mitie and our customers to progress
towards Net Zero.
S1 Own Workforce:
With a workforce of around 84,000
colleagues, the DMA highlighted the
critical importance of fair and responsible
employment practices, along with protecting
the health, safety and wellbeing of our
people. Mitie remains committed to a
zero‑harm culture, building an inclusive and
equitable workplace, and developing skills
that enhance social mobility and strengthen
the communities we serve.
G1 Business Conduct:
Mitie’s approach to responsible business
conduct is central to the impacts and risks
identified through our assessment. We place
strong emphasis on robust governance,
transparency and ethical behaviour across
all aspects of our operations. This includes
upholding high standards of corporate
integrity, ensuring full regulatory compliance
and embedding a culture of accountability.
By maintaining strong business conduct
practices, we aim to reinforce stakeholder
confidence and support long‑term,
sustainable performance.
Material risks and opportunities
E1 Climate Change:
Key climate‑related risks include the physical
impacts of increasingly severe weather
on our operations, customers and supply
chain, as well as transition risks arising
from evolving regulation or reputational
consequences if sustainability commitments
are not met.
Opportunities stem from the expansion
of decarbonisation services, the adoption
of emerging technologies, deeper market
differentiation and strengthening compliance
with regulatory expectations. Mitie’s Climate
Transition Plan and wider sustainability
programmes set out our pathway to
Net Zero and underpin our approach to
responsible business performance.
S1 Own Workforce:
Key risks relate to colleague retention,
shortages in essential skills, wellbeing
challenges and the potential for modern
slavery within the supply chain.
Opportunities arise from investing in
capability‑building, advancing diversity
and inclusion, strengthening leadership
development and improving social
mobility. Mitie responds to these risks and
opportunities through wide‑ranging training
programmes, enhanced working conditions,
mental health and wellbeing support, and
colleague networks such as Mitie Women
Can and the Proud to Be LGBTQ+ network.
G1 Business Conduct:
Key risks include exposure to regulatory
breaches, fraud or corruption, reputational
harm and potential disruption to operations.
Opportunities arise from strengthening
trust and reputation, enhancing compliance,
improving operational controls and enabling
sustainable value creation. Mitie mitigates
risks and supports these opportunities
through its comprehensive Code of
Conduct, established risk‑management
systems and ongoing monitoring of ethical
and compliance‑related practices.
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SUSTAINABILITY STATEMENT
continued
E1 Climate Change
Strategy
E1‑1: Transition plan for climate change mitigation
Climate Transition Plan: Plan Zero
Mitie recognises the climate emergency as a material priority and launched
Plan Zero in 2020 to align operations with a Net Zero pathway for Scope
1 and 2 (subject to residual emissions). Phase One (2020–2025) delivered
large‑scale emissions reductions through rapid fleet electrification and
removal of fossil fuels across the estate, embedding the transition plan into
strategy, capital allocation and financial planning under Board oversight;
it remains an active, evolving framework. Our focus is on three areas:
eliminating emissions from power and transport, eradicating non‑sustainable
waste and enhancing buildings to the highest environmental standards.
The Climate Transition Plan is supported by qualitative scenario analysis
and continues to evolve as data, modelling and regulation develop. It is
Board‑approved and embedded in strategy and financial planning, with
delivery overseen through established governance and progress informing
investment, procurement and operational decisions.
Capital deployment primarily supports fleet electrification, energy
efficiency and digital optimisation, integrated within existing capital planning
processes rather than tracked separately.
Phase One of Plan Zero concluded on 31 December 2025, delivering
significant progress through fleet electrification, renewable energy
adoption and estate efficiency measures: 76% of the fleet transitioned
to EVs (6,406 vehicles), during expansion from c.4,700 to over 8,400
vehicles driven by strong organic growth, meaning that Mitie (excluding
Marlowe and its subsidiaries), included c.2,400 additional EVs beyond plan;
this represents c.85% of vehicles suitable for electrification, reflecting
operational constraints.
Mitie also procured 100% renewable electricity for its estate and
EV charging (aligned to RE100 and EV100) and advanced estate
decarbonisation through technologies including heat pumps, LED lighting,
solar PV, battery storage and expanded EV charging, supported by
specialist energy and carbon teams.
During Phase One of Plan Zero (2020‑2025), Mitie delivered a material
improvement in carbon performance while significantly scaling the business.
Revenue over the period increased from c.£2bn to over £5bn, alongside
expansion in fleet and operational footprint.
We present emissions performance through three lenses:
1. A growth‑adjusted benchmark – what emissions would have been if
they scaled with the business
2. Gross emissions – actual emissions before contractual instruments
3. Market‑based reported emissions – reflecting renewable electricity
procurement and the mitigation of residual Scope 1 emissions
On a growth‑adjusted basis, Scope 1 and 2 emissions would have been
c.78,000 tCO
2
e in FY26. Instead, FY26 gross emissions were c.18,000
tCO
2
e, with a market‑based reported residual position of c.8,400 tCO
2
e.
This equates to an improvement of c.75%–80% on a gross basis and
c.85%–90% on a market‑based reported basis, demonstrating clear
decoupling of emissions from business growth.
Looking at the actual operational reduction delivered (gross emissions
versus the FY19 baseline that represents the starting point of Plan Zero
for the original business), Scope 1 and 2 emissions reduced by c.35%–40%
through direct decarbonisation actions, primarily fleet electrification and
estate transformation.
Taken together, this places Mitie in an effectively Net Zero position for Scope
1 and 2 emissions in practical and market‑based reported terms, achieved
through a combination of real operational reduction, renewable electricity
procurement and targeted mitigation of residual emissions. However,
this does not yet meet the stricter Science Based Targets initiative (SBTi)
definition of Net Zero, which requires residual emissions to be reduced to
≤10% of the baseline, and further reduction is therefore required.
References to this position do not alter Mitie’s underlying emissions
baseline, gross emissions performance or intensity‑based metrics, which
are disclosed separately to ensure a transparent and consistent view of
operational decarbonisation progress.
Our progress has also been acknowledged externally, securing a place on
the CDP Climate A List for the third consecutive year in recognition of
the quality of our carbon disclosures and emissions‑reduction approach.
We also achieved a Gold EcoVadis rating of 80, reflecting our strong
performance across its sustainability criteria.
Alongside our environmental achievements, we continue to deliver meaningful
social impact across the communities we support. In FY26, we provided
development opportunities for more than 1,800 apprentices, helping to build
green skills, promote STEM learning and create pathways into employment,
and our colleagues dedicated 35,706 volunteering hours to local initiatives.
Future commitments FY26 to FY31
EV transition
Following the acquisition of Marlowe and the additional fossil fuel fleet of
vehicles, we intend to transition the remaining fleet to 86% EVs by the end
of 2031, contingent upon advancements in EV technology such as vehicle
availability, range and charging infrastructure.
Renewable energy and carbon offsets
Mitie procures 100% renewable energy for the buildings we control, as part of
our RE100 commitment. We also procure RE100 compliant Renewable Energy
Guarantees of Origin (REGOs) for all our EV charging requirements and will
report all Scope 2 emissions as zero under market‑based conditions. Our
remaining Scope 1 emissions will be fully offset with verified carbon credits
through a balanced portfolio of energy, social and environmental projects.
Re‑baselining
Given the Marlowe acquisition and the material scaling of our operational
carbon footprint, we have re‑baselined our emissions to preserve the
integrity of our science‑aligned targets. This recalibration establishes a
credible, up‑to‑date baseline for Plan Zero 2.0, reflecting the organisation
Mitie is today. More information can be found on page 70.
Carbon reporting
While continuing to report absolute carbon data, we have transitioned to
an intensity target to reflect the continued growth of the business. We will
reapply to the SBTi to obtain a new target trajectory validated to 1.5°C
above pre‑industrial levels.
E1–SBM‑3: Description of the processes to identify
and assess material climate‑related impacts, risks
and opportunities (IROs)
Mitie’s assessment of climate‑related risks and opportunities indicates that
the most material potential financial effects relate to operating cost profiles
(including fuel, energy and carbon‑related costs), capital investment in fleet
and buildings, and the competitiveness of service offerings in procurement
processes. At present, these effects are not separately quantified due
to ongoing modelling limitations and external uncertainties; however,
Mitie continues to enhance its analytical capability to support improved
quantification over time.
Climate‑related IROs are overseen through our Enterprise Risk
Management system. Climate change is recognised as a key Group risk,
reviewed quarterly and subject to a full assessment each year.
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Our climate change risk evaluation, recorded within the Group’s Risk
Safe platform, underpins this principal risk and incorporates a range of
climate‑related IROs. At 31 March 2026, we had identified 13 such IROs.
The prior year risk relating to changes in customer behaviour resulting
in lost opportunities has been removed following reassessment of
the Group’s risk profile, reflecting Mitie’s strengthened environmental
performance and increasing alignment with customer demand for
decarbonisation and sustainability‑led services. Those with the potential
to have a ‘material’ impact are outlined on in the table below. In addition,
climate‑related risks at account level are captured and monitored
with customers through account‑specific risk registers, all of which are
maintained in Risk Safe.
All risk information is analysed for its potential impact and likelihood,
with the residual score generating one of four ratings, ranging from
manageable to severe. This structure ensures a consistent approach to risk
management across Mitie.
Each climate‑related risk or opportunity is assigned an owner who is
accountable for applying the appropriate mitigation or management
actions, supported by both the risk and sustainability teams. The table
below presents an integrated overview of all climate‑related risks and
opportunities. Further details on the responsibilities and oversight provided
by our Committees can be found on pages 59 to 60.
Risk/opportunity description
Risk type
Time horizon
1. Extreme weather events
Physical
Short to medium term
2. Increasing summer
temperatures
Physical
Medium to long term
3. Decarbonising supply chain
Transition
Short to medium term
4. Switching from fossil fuels
to low‑carbon alternatives for
fleet operations
Opportunity
Medium to long term
5. Increases in operating costs
relating to policy decisions to
reduce GHG emissions
Transition
Medium to long term
6. Access to new markets
Opportunity
Medium to long term
7. Investor confidence in climate
change management
Transition
Medium to long term
8. Minimise resource use
through a circular economy
embedded into our business
supply chain and operations
Opportunity
Medium to long term
9. Encourage agile and
flexible working through
business processes
Opportunity
Short to medium term
10. Development/expansion
of low‑emission services
Opportunity
Medium to long term
11. Procurement of verified and
high‑quality carbon credits
Transition
Short to medium term
12. Low‑emission and energy
efficiency strategy from
Mitie estate
Opportunity
Short to medium term
13. Potential for litigation if Mitie
does not adequately consider
or respond to the impacts of
climate change
Liability
Medium to long term
Further information on our Enterprise Risk Management framework can
be found on pages 84 to 85.
In FY25, ESG considerations were fully embedded within our internal
controls independent testing programme. This integration is essential,
as applying ESG principles helps Mitie reduce operational, financial and
reputational risks while supporting long‑term resilience, value creation and
improved ESG performance.
Scenario analysis: strengthening our understanding of
climate‑related risks
Mitie recognises that failure to respond effectively to climate‑related risks
represents a material threat. During FY26, scenario analysis was expanded
to highlight increasing exposure to extreme weather, with events such as
flooding and severe storms posing risks to operations through disruption to
workforce mobility and supply chain availability, making ongoing monitoring
critical to resilience.
Mitie applies a three‑point scenario range within financial modelling (best
case, most likely case and worst case), aligned to recognised climate
pathways (RCP 2.6 and RCP 8.5), with the central case representing
a management estimate within this range. This enables assessment of
financial impacts across a realistic range of outcomes while remaining
anchored to externally recognised scenarios.
In FY23, Mitie partnered with Marsh to assess physical climate risks
across two pathways, reviewing 500 sites and identifying flooding as the
most significant hazard, with a deeper review of 95 high‑value locations
highlighting sea‑level rise and flood risk as key concerns.
Building on this, sustainability and risk teams worked with Marsh to develop
the climate risk quantification framework, incorporating principal and
macro‑level risks and opportunities, assessed across three scenarios and
validated through internal stakeholder engagement, with resulting impacts
overlaid onto long‑term financial forecasts.
Mitie remains committed to delivering Plan Zero, as set out in our Climate
Transition Plan. However, we recognise that external factors could
influence progress towards the Paris‑aligned ambition of remaining as close
as possible to a 1.5°C trajectory. We therefore continue to proactively
review climate‑related risks and opportunities to adapt to changing
external conditions and reduce possible impacts on the business.
To support this, climate‑related financial modelling was strengthened in
FY25, building on the Group’s core five‑year cash flow model and aligned
to strategic, budgeting and business planning cycles, reflecting the nature
and duration of contracted operations.
The climate modelling framework covers three time horizons:
• Short (1–3 years)
• Medium (3–10 years)
• Long (10–15 years)
These time horizons are aligned to Mitie’s financial planning framework,
with the short‑term period reflecting the Group’s core five‑year cash
flow forecast and business planning cycle, and the medium‑ and long‑term
horizons extending beyond this to capture the full lifecycle of key assets,
contracts and strategic decisions. This approach ensures that climate‑
related risks and opportunities are assessed consistently with financial
planning, while also incorporating longer‑term considerations where
impacts may crystallise beyond the core planning horizon.
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SUSTAINABILITY STATEMENT
continued
Risk/opportunity
description
Impact
Strategic response
Financial assessment and assumptions
Time
horizon
Worst
case
Most
likely
case
Best
case
1. Extreme
weather events
Physical risk
Short to
medium term
Increased costs linked to
climate‑related weather
events disrupting workforce
attendance and productivity.
Impacts felt universally
– Mitie (UK and
overseas), customers and
subcontracting and strategic
partners affected.
• Enhanced health, safety and
environment (HSE) standards
and processes
• ISO 22301 certified
• Planned preventative
maintenance schedules aligned
with seasonal changes
• Estates strategy in place and
continually reviewed
• Insurance coverage
• Ongoing scenario testing
The modelling assumes that
around two extreme weather
events occur annually that
affect our operations. It also
incorporates the NATHAN
approach, which is a global
assessment of natural hazard
risks and impacts, in order
to help calculate the financial
repercussions of severe weather
incidents on Mitie’s asset portfolio.
Short
Medium
Long
2. Increasing
summer
temperatures
Physical risk
Medium to
long term
Increased costs resulting
from absenteeism and
reduced productivity.
Impacts felt universally
– Mitie (UK and
overseas), customers and
subcontracting and strategic
partners affected.
• Occupational health strategy
embedded
• Ongoing sickness monitoring
• Health surveillance and
monitoring framework
• Seasonal alerts reminding
colleagues of risks and
associated controls to
be followed
• Planned preventative
maintenance schedules aligned
with seasonal changes
The modelling is based on costs
related to heat‑related sickness
experienced by frontline
colleagues and the productivity
costs incurred by both back‑
office and frontline colleagues at
Mitie due to absences.
Short
Medium
Long
3. Decarbonising
supply chain
Transition risk
Short to
medium term
Increased costs arising from
the purchase of carbon
offsets in order to meet
emissions targets.
• Procurement leads identified
• Ongoing engagement with
supply chain
The modelling assumes that the
purchase of carbon credits will
be required to achieve Mitie’s
Scope 3 net emissions objective,
resulting in an increase in
Group expenditure.
Short
Medium
Long
4. Switching from
fossil fuels to low‑
carbon alternatives
for fleet operations
Opportunity
Medium to
long term
Opportunities felt
predominately in Mitie
operations (Technical
Services and Business
Services) (UK and overseas).
Impacts felt universally
across the Group.
• Plan Zero commitment – 85%
EV fleet (completed) at the
end of 2025
• Ongoing review of EV
transition
• Deployment of charging points
at Mitie and customer sites, as
well as colleagues’ homes
The modelling assumes that by
FY35 the Group’s fleet will consist
entirely of EVs. The associated
leasing expenses are expected to
rise by 6% per year, with fuel costs
determined by average annual
mileage and cost per mile. As
the Group shifts entirely to EVs,
charging expenses are estimated
based on average annual mileage.
Short
Medium
Long
This approach ensures alignment with our Enterprise Risk Management
strategy. Details of the completed financial assessments have been
incorporated into the TCFD and underpinned by assumptions. The key for
the financial assessment is as follows:
Low impact: minimal material impact on EBIT (<5%)
Medium impact: significant material impact on EBIT (5–10%)
High impact: critical material impact on EBIT (>10%)
Macro‑level climate‑related risks and opportunities
As an asset‑light services business, Mitie’s exposure to physical and
transition climate risk primarily relates to fleet assets, operational
facilities and contract‑specific service delivery. While precise asset‑level
quantification is not yet available, exposure is currently assessed
qualitatively as moderate, with no single asset class representing a material
concentration of unmanaged climate risk.
The financial assessment and assumptions presented in the table below
represent the core modelling inputs applied consistently across all scenarios.
Scenario variation (best case, most likely case and worst case) is applied
through the scaling of these inputs, including factors such as frequency, severity
and cost assumptions, rather than through entirely separate assumption
sets with the most likely case representing the central estimate within the
range. This approach ensures consistency in the underlying methodology
while enabling assessment of a range of potential outcomes.
The table below outlines four priority climate‑related risks and
opportunities, setting out the actions currently in place to manage them,
the potential financial implications, and Mitie’s latest working assumptions.
This approach, developed jointly with our insurance broker and risk
advisor, Marsh, establishes a long‑term framework for quantifying both
core business risks and climate‑specific risks. In FY25, the scope was
expanded to cover factors beyond physical climate impacts. Through this
work, we have evaluated the potential effect of each risk, identified the
recommended strategic response, and defined the expected time horizon
and financial implications based on a consistent set of assumptions.
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We have set clear metrics and targets that shape how we run our operations and deliver services to customers. These include a range of ESG
commitments designed to strengthen Mitie’s environmental and social performance.
Our climate‑related indicators are summarised in the table below. Additional detail on our emissions metrics and targets can be found in our FY26
greenhouse gas (GHG) reporting methodology statement on page 70.
Category
Subcategory
Unit measurement
Description of metric
FY26 risks and
opportunities
references
GHG emissions
Emission level
tCO
2
e
Total emissions
1,2,3,4
Intensity
tCO
2
e per £m revenue
Emissions intensity
1,2,3,4
Carbon credits
Plan Zero
£
Amount invested to support obtainment of Plan Zero targets
3,4
Energy/fuel
Energy usage
kWh
Total energy consumption
1,2,3,4
Transition to
greener fleet
%
Total percentage of EV fleet
1,3,4
Waste
Recycled
Tonnes
Total waste recycled
3,5
Risk adaptation
and mitigation
R&D
£
Amount invested in developing low‑carbon products and services
3,4
Capex
£
Amount invested in deployment of low‑carbon technology, energy
and resiliency capabilities
3,4
SBTi
Acquisitions
%
Total percentage of acquisitions with agreed targets in place
1,2,3,4
Supply chain
%
Total percentage of supply chain with agreed targets in place
3
ISO management
system
14001
%
Total percentage of business certified
1,3,4
50001
%
Total percentage of business certified
2,3,4
Impact, risk and opportunity management
E1‑2: Policies related to climate change mitigation
and adaptation
Policies
Our policies address the management of our material impacts for
climate change mitigation, adaptation and energy efficiency, as well as
associated IROs. They apply to all UK and overseas Mitie colleagues in all
operating countries.
Sustainability and Social Value Policy
Mitie’s Sustainability and Social Value Policy commits to stretching Net Zero
carbon targets, promoting a circular economy and protecting biodiversity.
It emphasises fair employment practices, social mobility and community
engagement. The policy outlines our objectives to reduce environmental
impact, enhance energy efficiency and ensure compliance with legal and
contractual obligations.
Environmental Policy Statement
Mitie’s Environmental Policy Statement commits us to reducing our
environmental impact and strengthening climate resilience. Through Plan
Zero and our ISO 14001/ISO 50001 systems, we deliver climate mitigation
by decarbonising our estate and fleet, improving energy efficiency and
reducing waste. We support climate adaptation by assessing environmental
and climate‑related risks at our sites and implementing measures that
enhance resilience across our operations.
E1‑3: Actions and resources in relation to
climate change policies
Mitigation
Shifting our car and commercial vehicle fleet to electric vehicles (EVs)
remains a core part of our climate‑mitigation approach. In FY26, the EV
fleet continued to grow to 6,406 vehicles (FY25: 6,255), although at a
more measured rate than in previous years. This reflects deliberate fleet
optimisation decisions, including the exit of over 500 vehicles following
contract changes and the extension of existing leases, enabling a more
cost‑effective and operationally resilient transition pathway.
Throughout FY26 we continued to expand our EV charging network and
now have more than 4,000 chargers installed at colleagues’ homes, at Mitie
locations and across customer sites, supporting both our fleet transition
and access to low‑carbon transport. Over a five‑year lease period,
operating an EV car or van is approximately 3% and 5% more expensive
respectively than the equivalent petrol or diesel vehicle, based on annual
mileage of 18,000. However, factoring in the environmental benefits and
our wider climate commitments, the Board has endorsed the continued
shift to a fully electric fleet.
Adaptation
We recognise that climate change is driving more frequent and intense
extreme weather events. To address this, we have strengthened our
safety communications and put in place additional preventative measures
to reduce risks during such events. Our priority is to maintain clear
communication and effective decision‑making so we can protect colleagues,
customers, assets and the public when severe weather occurs.
We model the potential cost implications of extreme weather, including
insurance premiums and fleet repair expenses, to prepare for short‑,
medium‑ and long‑term scenarios. With weather‑related events becoming
more common, insurance costs are likely to face continued upward pressure.
We actively support colleagues through extreme weather events by ensuring
statutory requirements are met, regularly testing business continuity plans
(BCPs), and sharing learning from previous incidents. We also make use
of weather‑intelligence tools and real‑time alerts to help keep operations
stable and efficient during the most challenging winter periods.
Energy efficiency
We continue to make our estate more energy efficient by reducing overall
consumption, replacing gas boilers with low‑carbon heat pumps, and
promoting initiatives that embed circular‑economy thinking and support
biodiversity. We now operate 28 fully decarbonised buildings, maintain
certification to the ISO 50001 Energy Management Standard, and benefit
from an in‑house team of energy managers dedicated to ensuring our
buildings operate at optimum efficiency.
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SUSTAINABILITY STATEMENT
continued
Metrics and targets
E1‑4: Targets related to climate change mitigation and adaptation
Mitie climate‑related targets
Mitie has established a single primary emissions‑intensity target covering Scope 1, Scope 2 and Scope 3 emissions for the period FY26‑FY31. This
target reflects the expected growth of the enlarged Group, including the Marlowe acquisition, and provides a normalised measure of decarbonisation
performance per £m of revenue. It enables meaningful comparison over time while supporting climate‑related transition planning and business resilience.
Alongside this primary intensity target, Mitie has set clear short‑, medium‑ and long‑term climate targets, expressed in both absolute and operational
terms, to guide delivery of its Climate Transition Plan.
Short‑term targets (2025 – achieved or closed)
These targets relate to milestones that concluded during FY26 and are retained to evidence delivery of the Climate Transition Plan.
• Delivered a near‑Net Zero outcome for Scope 1 and Scope 2 direct operational emissions, consistent with Mitie’s Climate Transition Plan
• Achieved zero waste to landfill
• Achieved an 85% transition of the fleet to electric vehicles, where operationally viable
Medium‑term targets (2030)
• Achieve a 50% reduction in Scope 3 greenhouse gas emissions, expressed in absolute terms
• Ensure 60% of suppliers by category spend have science‑based targets in place
• Transition 95% of the fleet to electric vehicles, where operationally viable
Long‑term targets (2035)
• Achieve Net Zero Scope 3 indirect emissions
• Transition 100% of the fleet to electric vehicles, where operationally viable
Re‑baselining of the 2030 Scope 3 emissions reduction target
The 2030 Scope 3 reduction target has been updated from the previously reported 80% reduction ambition set out in Phase One of Plan Zero in
2020. Since that time, Mitie has experienced significant organic growth and material merger and acquisition activity, including the acquisition of Marlowe,
fundamentally increasing the scale and composition of the Group. As a result, the original target is no longer representative of the current business profile.
The revised 50% reduction by 2030 reflects a re‑baselined, growth‑adjusted pathway that maintains decarbonisation ambition while ensuring targets
remain credible, measurable and aligned to the enlarged Group’s operational footprint.
Emissions‑intensity target (FY26‑FY31)
To track progress towards these ambitions in the context of business growth and acquisitions, Mitie has adopted an emissions‑intensity target calibrated
to support delivery of the 2030 absolute reduction milestone while enabling consistent year‑on‑year performance assessment. Mitie’s climate targets are
expressed on a gross emissions basis.
Intensity target tCO
2
/£m revenue
FY26
FY27
FY28
FY29
FY30
FY31
Scope 1, 2 & 3
56.94
49.23
43.01
35.89
28.30
21.48
Mitie applies carbon credits only to address residual Scope 1 emissions and does not apply carbon credits to Scope 2 or Scope 3 emissions. Carbon credits
are not factored into the gross emissions baseline or emissions‑intensity targets disclosed in this sustainability statement and are used as a supplementary
mitigation measure alongside operational decarbonisation.
Performance against Mitie’s emissions intensity target is assessed using annual disclosures of absolute Scope 1, Scope 2 and Scope 3 greenhouse gas
emissions, as set out in E1‑6.
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E1‑5: Energy consumption and mix
Mitie environmental data
The below table provides further details on our UK environmental performance.
FY24
FY25
FY26
Change
Change %
Electricity consumed across occupied buildings (kWh)
4,790,022
5,949,994
5,729,794
(220,200)
(4)
Gas consumed across occupied buildings (kWh)
817,131
2,465,703
2,706,867
241,164
10
Fuel used by vehicles for business travel (kWh)
76,605,383
61,178,653
51,879,568
(9,299,085)
(15)
Electricity used by EV vehicles for business travel (kWh)
8,684,230
11,624,522
16,850,948
5,226,426
45
Total organisational energy consumption (kWh)
90,896,766
81,218,872
77,167,177
(4,051,695)
(5)
Water consumed across occupied buildings (m
3
)
27,941
32,145
18,893
(13,252)
(41)
Total waste generated across occupied buildings (tonnes)
398
313
395
82
26
Hazardous waste (tonnes)
0
0
0
0
0
Non‑hazardous waste (tonnes)
398
313
395
82
26
Total waste to landfill (tonnes)
0
0
0
0
0
Energy from waste (tonnes)
188
127
136
9
7
Total waste recycled (tonnes)
210
186
259
73
39
Recycling rate
53%
59%
66%
7
12
Marlowe environmental data
The below table provides further details on our UK environmental performance.
FY26
Electricity consumed across occupied buildings (kWh)
1,298,544
Gas consumed across occupied buildings (kWh)
820,053
Fuel used by vehicles for business travel (kWh)
44,899,959
Electricity used by EV vehicles for business travel (kWh)
0
Total organisational energy consumption (kWh)
47,018,556
Water consumed across occupied buildings (m
3
)
838
Total waste generated across occupied buildings (tonnes)
11
Hazardous waste (tonnes)
0
Non‑hazardous waste (tonnes)
11
Total waste to landfill (tonnes)
0
Energy from waste (tonnes)
5
Total waste recycled (tonnes)
6
Recycling rate
55%
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SUSTAINABILITY STATEMENT
continued
E1‑6: Gross Scopes 1, 2, 3 and total GHG emissions
GHG reporting methodology statement for FY26
Absolute greenhouse gas emissions (performance metrics)
The absolute greenhouse gas emissions disclosed in this section provide the basis for tracking performance against Mitie’s emissions‑intensity target, as
described in E1‑4.
The figures below represent Mitie’s re‑baselined gross greenhouse gas emissions, disclosed as performance metrics in accordance with ESRS E1‑6. These
metrics provide transparency on the Group’s absolute carbon footprint and support assessment of progress against the emissions‑intensity target.
Following significant organic growth and recent M&A activity, including the Marlowe acquisition in FY26, we have refreshed our carbon baseline and
reporting trajectory through to FY31. This ensures emissions disclosures reflect the enlarged Group structure and provide a robust basis for tracking
progress towards our 2030 milestone of a 50% reduction in carbon emissions, expressed in absolute terms. Where material acquisitions occur during the
reporting period, emissions are annualised in line with GHG Protocol guidance to establish a representative baseline for target‑setting and, where relevant,
disclosed separately to support comparability with historic emissions data.
In line with this re‑baselining, we will review and recalibrate our validated science‑based targets to ensure they continue to reflect the enlarged Group
footprint and updated emissions trajectory. As part of this process, Mitie will submit a revised pathway to the Science Based Targets initiative (SBTi) aligned
to the FY26 baseline and consistent with our decarbonisation pathway through to FY31, maintaining alignment with a 1.5°C pathway.
Mitie carbon metrics (tCO
2
e)
FY26 New
baseline
FY27
FY28
FY29
FY30
FY31
Scope 1 and 2
29,300
27,830
25,780
23,000
19,300
14,650
Scope 3
296,000
281,149
260,440
232,355
194,976
148,000
Total
325,300
308,979
286,220
255,355
214,276
162,650
Historic science‑based targets
Mitie has previously adopted validated near‑term, long‑term and Net Zero targets under the Science Based Targets initiative (SBTi), aligned to a 1.5°C
pathway. The table below presents these historic validated targets, based on the FY22 baseline, for reference and comparability.
Validated science‑based targets (FY22 baseline) (tCO
2
e)
FY22 baseline
FY23
FY24
FY25
FY26
SBTi Scope 1 and 2
20,596
19,558
18,520
17,482
16,444
SBTi Scope 3
332,035
317,085
302,135
287,185
272,235
SBTi total
352,631
336,643
320,655
304,667
288,679
Note: Carbon credits are purchased to address residual Scope 1 emissions that cannot currently be eliminated through operational decarbonisation. Purchased verified emissions
reduction (VER) credits are disclosed separately and are not applied to Scope 2 or 3 emissions. Carbon credits are not incorporated into Mitie’s emissions‑intensity targets, which are
assessed on gross Scope 1, Scope 2 and Scope 3 emissions, consistent with ESRS E1‑6 and Science Based Targets initiative (SBTi) guidance. For Scope 2 electricity emissions, Mitie uses
Renewable Energy Guarantees of Origin (REGOs) to support renewable electricity claims. REGOs are reflected within Scope 2 market‑based emissions reporting only and do not affect
gross emissions baselines, location‑based emissions or climate targets.
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Reporting period
Mitie reports emissions using the UK Government’s 2025 GHG conversion factors for the period 1 April 2025 to 31 March 2026, applying a financial
control boundary. All greenhouse gas emissions are expressed in tonnes of carbon dioxide equivalent (tCO
2
e), covering all six Kyoto Protocol gases.
A revised baseline was introduced in FY22 in accordance with Mitie’s Energy Review Methodology for historic comparability; following significant growth
and acquisitions, FY26 now represents the Group’s refreshed operational baseline for current reporting and forward‑looking targets.
Intensity ratio
To track emissions performance over time, Mitie uses an intensity metric of tCO
2
e per £m of revenue, enabling normalisation for changes in business scale
and activity levels.
Exclusions
Mitie does not include fugitive emissions (refrigerant leakage) from refrigeration and air‑conditioning systems in leased buildings or fleet vehicles due to
data availability constraints and landlord‑managed assets. Given the scale of other emission sources, these emissions are considered immaterial.
FY26 – Carbon emissions breakdown
Annual total
(tCO
2
e)
%
Electricity
1,079
1
Gas
530
0
Water
4
0
Transport/Travel
24,265
9
Waste
2
0
Commuting/Working from home
53,034
20
Supply chain
185,859
70
Total
264,773
100
Mitie Scope 1 and 2 (UK and overseas)
18,992
7
Mitie Scope 3 (UK and overseas)
245,781
93
Total
264,773
100
Note: Values exclude purchased verified emissions reduction carbon credits.
Scope of emissions
Scope 1 – Direct emissions
• On‑site fuel combustion; gas for heating or generation across leased
property; fuel for company vehicles
Fugitive emissions from air conditioning equipment are excluded (see Exclusions).
Scope 2 – Indirect emissions
• Purchased electricity across leased property and EVs managed
by Mitie
Scope 3 – Other indirect emissions
• Purchased goods and services; fuel‑ and energy‑related activities;
upstream transportation and distribution; waste; water; business
travel; employee commuting and working from home
Scope 1 and 2 have low risk of uncertainty. Scope 3 Purchased Goods and
Services and Commuting have a higher risk of uncertainty regarding verification.
Process – Mitie Group – Absolute greenhouse gas emissions
(FY24‑FY26)
Mitie reports in line with the UK Government’s Environmental Reporting
Guidance (2019), ensuring disclosures remain transparent and robust.
For the majority of significant emission sources, we rely on primary data,
including automated meter readings, manual meter reads, utility invoices,
service‑charge information and colleague expense claims.
Emissions data is compiled centrally by Mitie Energy on a quarterly basis
and updated at year end to reflect corrections or to replace estimates
with actual data where available. The Sustainability team verifies all
emissions figures and is responsible for the accuracy of calculations and
underlying methodology. Additional detail on data sources is provided in
the ESG report.
Mitie has secured independent verification of FY26 greenhouse gas
emissions, obtaining reasonable assurance over Scopes 1 and 2 and limited
assurance over Scope 3, in accordance with ISO 14064‑3:2018.
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SUSTAINABILITY STATEMENT
continued
The table below presents Mitie‑only absolute greenhouse gas emissions for FY24‑FY26, prepared on a consistent basis (excluding any of the acquisitions
completed in FY26) to support like‑for‑like comparison with prior disclosures.
Absolute emissions
Emissions
FY24
FY25
FY26
Change
Change %
UK only
Total Scope 1 (tCO
2
e)
18,265
14,886
12,870
(2,016)
(14)
Emissions from fuel combustion across our fleet
18,229
14,560
12,603
(1,957)
(13)
Emissions from gas combustion in our occupied buildings
36
326
267
(59)
(18)
Overseas
Total Scope 1 (tCO
2
e)
873
1,955
2,307
352
18
Emissions from fuel combustion across our fleet
873
1,955
2,307
352
18
Emissions from gas combustion in our occupied buildings
–
–
–
–
–
UK and overseas
Total Scope 1 (tCO
2
e)
19,138
16,841
15,177
(1,664)
(10)
UK only
Total Scope 2 (tCO
2
e)
2,228
3,285
3,785
500
15
Emissions from the purchase of electricity across
occupied buildings
430
821
700
(121)
(15)
Emissions from electricity consumption across our EV fleet
1,798
2,464
3,085
621
25
Overseas
Total Scope 2 (tCO
2
e)
5
4
30
26
650
Emissions from the purchase of electricity across
occupied buildings
5
2
25
23
1,144
Emissions from electricity consumption across our EV fleet
–
2
5
3
156
UK and overseas
Total Scope 2 (tCO
2
e)
2,233
3,289
3,815
526
16
UK only
Total Scope 3 (tCO
2
e)
268,668
254,301
245,724
(8,577)
(3)
Mitie‑generated Scope 3
53,315
52,815
59,865
7,050
13
Supply chain emissions
215,353
201,486
185,859
(15,627)
(8)
Overseas
Total Scope 3 (tCO
2
e)
4,668
54
57
3
6
Mitie‑generated Scope 3
4,668
54
57
3
6
UK and overseas
Total Scope 3 (tCO
2
e)
273,336
254,355
245,781
(8,574)
(3)
UK only
Total Scope 1 and 2 location‑based (tCO
2
e)
20,493
18,171
16,655
(1,516)
(8)
Total Scope 1 and 2 market‑based (tCO
2
e)
20,063
14,886
12,870
(2,016)
(14)
Overseas
Total Scope 1 and 2 location‑based (tCO
2
e)
878
1,959
2,337
378
19
Total Scope 1 and 2 market‑based (tCO
2
e)
878
1,955
2,307
352
18
UK and overseas
Total Scope 1 and 2 location‑based (tCO
2
e)
21,371
20,130
18,992
(1,138)
(6)
Total Scope 1 and 2 market‑based (tCO
2
e)
20,941
16,841
15,177
(1,664)
(10)
Purchased verified emissions reduction carbon
credits (VER)
(4,500)
(4,066)
(6,778)
(2,712)
67
Total Scope 1 and 2 (location‑based) inc. VER
16,871
16,064
12,214
(3,850)
(24)
Total Scope 1 and 2 (market‑based) inc. VER
16,441
12,775
8,399
(4,376)
(34)
UK and overseas
Total Scope 1, 2 and 3 (tCO
2
e)
294,707
274,485
264,773
(9,712)
(4)
Carbon credits against Scope 1 and 2
(4,500)
(4,066)
(6,778)
(2,712)
67
UK and overseas
Total Scope 1, 2 and 3 (tCO2e) (inc. VER – location‑based)
290,207
270,419
257,995
(12,424)
(5)
UK and overseas
Total Scope 1, 2 and 3 (tCO
2
e) (inc. VER – market‑based)
289,777
267,130
254,180
(12,950)
(5)
Intensity – emissions ratio
UK only
tCO
2
e/£m revenue (Scope 1 and 2)
4.55
3.75
3.29
(0)
(12)
UK and overseas
tCO
2
e/£m revenue (Scope 1 and 2)
4.75
3.96
3.51
(0)
(11)
UK and overseas
(including VER)
tCO
2
e/£m revenue (Scope 1 and 2)
3.75
3.16
2.26
(1)
(28)
UK and overseas
tCO
2
e/£m revenue (Scope 1, 2 and 3)
65.35
53.91
48.94
(5)
(9)
The table above highlights that Mitie’s absolute emissions, excluding carbon credits, have reduced by 4%.
In line with our expectations, we continue to see a significant decline in carbon emissions from fossil fuels and a steady increase in electricity consumption
and carbon emissions for our EVs as we transition our fleet. Overall Mitie’s Scope 1 and 2 emissions have reduced by 6% (location‑based) and 10%
(market‑based).
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Process – Marlowe – Absolute greenhouse gas emissions (FY26)
Marlowe greenhouse gas emissions reports are prepared in alignment with Mitie’s Group reporting methodology, which is based on the UK Government’s
Environmental Reporting Guidance (2019) and the GHG Protocol. Emissions are calculated using primary data where available, including automated
and manual meter readings, utility invoices, service‑charge information and intensity metrics based on Mitie data, to ensure methodological consistency
with Mitie Group disclosures.
Marlowe emissions data is compiled and consolidated through Mitie’s central Energy and Sustainability reporting processes, with quarterly data capture and
year‑end true‑ups applied to reflect corrections or the replacement of estimates with actual data where available. The Sustainability team is responsible for
reviewing data quality, methodological alignment and integration within the Group reporting boundary. Further detail on data sources and methodology is
provided in the ESG report.
Marlowe was acquired on 4 August 2025. For the purposes of forward‑looking climate target‑setting and transition planning, Marlowe emissions are
presented on a full‑year equivalent basis to establish a robust and representative FY26 baseline, consistent with GHG Protocol and science‑based
target guidance. Mitie assumes operational responsibility for Marlowe emissions from the date of acquisition, with consolidation reflected accordingly
in statutory reporting.
Absolute emissions
Emissions
FY26
UK only
Total Scope 1 (tCO
2
e)
10,896
Emissions from fuel combustion across our fleet
10,746
Emissions from gas combustion in our occupied buildings
150
UK only
Total Scope 2 (tCO
2
e)
230
Emissions from the purchase of electricity across occupied buildings
1
497
Emissions from the purchase of electricity across occupied buildings
2
230
Emissions from electricity consumption across our EV fleet
–
UK only
Total Scope 3 (tCO
2
e)
53,214
Marlowe‑generated Scope 3
5,815
Supply chain emissions
47,399
UK only
Total Scope 1 and 2 location‑based (tCO
2
e)
11,126
Total Scope 1 and 2 market‑based (tCO
2
e)
11,393
UK only
Total Scope 1, 2 and 3 (tCO
2
e)
64,340
UK only
Total Scope 1, 2 and 3 location‑based (tCO
2
e)
64,340
UK only
Total Scope 1, 2 and 3 market‑based (tCO
2
e)
64,607
Intensity – emissions ratio
UK only
tCO
2
e/£m revenue (Scope 1 and 2) location‑based
53.51
UK only
tCO
2
e/£m revenue (Scope 1 and 2) market‑based
54.80
1.
Market‑based included Marlowe only using a residual mix factor.
2. Location‑based calculated combining Mitie and Marlowe using Defra emissions factor.
Mitie assumes responsibility for Marlowe’s carbon emissions from 4 August 2025, recognising 42,893 tCO
2
(location‑based) and 43,071 tCO
2
(market‑based), calculated on a pro‑rata basis for an eight‑month period.
Mitie Group combined emissions (including Marlowe)
In addition to the stand‑alone Mitie and Marlowe disclosures above, the table below presents combined Mitie Group greenhouse gas emissions, bringing
together Mitie and Marlowe on a full‑year equivalent basis. This view is provided solely to support Group‑wide target‑setting, re‑baselining and alignment
with Mitie’s strategic climate targets disclosed earlier in this sustainability statement. It reflects the enlarged Group structure following the acquisition of
Marlowe on 4 August 2025 and is consistent with GHG Protocol guidance for material acquisitions.
This combined presentation is not intended to provide year‑on‑year performance comparison with prior periods. Like‑for‑like comparability with previous
years is instead provided through the Mitie‑only disclosures set out above.
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SUSTAINABILITY STATEMENT
continued
Mitie Group (including Marlowe) – Absolute greenhouse gas emissions
Emissions
FY26
Baseline
Total Scope 1 (tCO
2
e)
26,073
Total Scope 2 (tCO
2
e)
4,045
Location‑based
1
4,045
Market‑based
2
497
Total Scope 1 and 2 location‑based (tCO
2
e)
30,118
Total Scope 1 and 2 market‑based (tCO
2
e)
26,570
Total Scope 3 (tCO
2
e)
298,996
Total Scope 1, 2 and 3 (tCO
2
e) location‑based
329,114
Total Scope 1,2 and 3 (tCO
2
e) market‑based
325,566
Intensity – emissions ratio tCO
2
e/£m revenue
Total Scope 1 and 2 (location‑based, inc. VER)
4.15
Total Scope 1 and 2 (market‑based, inc. VER)
3.52
Total Scope 1,2 and 3 (location‑based)
58.58
Intensity is calculated on gross emissions and is not adjusted for carbon credits, consistent with ESRS E1 6 and SBTi guidance.
Total Scope 1,2 and 3 (location‑based, inc. VER)
57.37
Total Scope 1,2 and 3 (market‑based, inc. VER)
56.74
Carbon credits are purchased to address residual Scope 1 and Scope 2 emissions that cannot currently be eliminated. They are not applied to Scope 3 emissions and are not incorporated
into emissions‑intensity targets or performance assessment.
1.
Location‑based calculated combining Mitie and Marlowe using Defra emissions factor.
2. Market‑based included Marlowe only using a residual mix factor.
Mitie Group (including Marlowe) combined emissions
Marlowe was acquired on 4 August 2025. For the purpose of establishing
a representative Group‑wide baseline for climate target‑setting and
reporting against Mitie’s strategic emissions‑intensity targets, Marlowe
emissions are presented on a full‑year equivalent basis in accordance with
GHG Protocol guidance for material acquisitions. Operational responsibility
for Marlowe emissions transferred to Mitie from the acquisition date.
Prior‑year emissions have not been restated.
On this basis, incorporating an eight‑month consolidation of Marlowe
emissions alongside Mitie’s full‑year emissions results in a combined Group
emissions intensity of 54.76 tCO
2
e/£m, meeting the FY26 carbon intensity
baseline target on a consistent and representative Group‑wide basis.
Basis of preparation
All emissions are calculated in accordance with the greenhouse gas (GHG)
Protocol and Mitie’s Group reporting methodology, applying a financial
control boundary and UK Government GHG conversion factors.
E1‑7: GHG removals and GHG mitigation projects
financed through carbon credits
As part of Phase One of Plan Zero, Mitie’s approach to carbon mitigation
prioritises direct emissions reduction across its operations, with carbon
credits used only to address residual emissions that cannot yet be eliminated.
Mitie continues to purchase carbon credits to mitigate residual Scope 1
emissions from fossil‑fuel use, primarily relating to diesel vehicles and
gas‑fired boilers. These emissions fall outside the scope of the Group’s
emissions‑intensity target and are not incorporated into the gross emissions
baseline or targets disclosed in this sustainability statement.
Electricity used across Mitie’s built estate and fleet is supported by Renewable
Energy Guarantee of Origin (REGO) certificates, which enable renewable
electricity claims and are reflected within Scope 2 market‑based emissions
reporting. As the transition to an electric fleet accelerates, electricity
consumption has increased, and the Scope 2 emissions associated with EV
charging were supported by REGOs in FY26. Mitie continues to report Scope
2 emissions using both location‑based and market‑based methodologies.
During FY26, the acquisition of Marlowe significantly expanded the Group’s
operational footprint and resulted in a rebasing of emissions to reflect the
enlarged Group structure. As a result, while Mitie continues to disclose
and apply carbon credits in line with its mitigation hierarchy, the volume
and coverage of carbon credits differs from earlier Plan Zero assumptions.
This reflects growth‑ and acquisition‑related changes rather than a
change in strategic intent, with priority remaining on direct operational
decarbonisation and reduction of absolute emissions over time.
E1‑8: Internal carbon pricing
Mitie does not currently apply an internal carbon price within its
investment appraisal or decision‑making processes. This reflects the
Group’s strategic emphasis on delivering direct, measurable emissions
reductions and the effectiveness of its existing governance and capital
allocation framework in supporting progress towards Net Zero.
While Mitie recognises the potential role that internal carbon pricing can
play in influencing behaviour and informing long‑term investment decisions,
the Group has prioritised operational actions that deliver immediate
emissions impact. Through Plan Zero, these include transitioning to a
zero‑emission fleet, sourcing renewable electricity and reducing waste
through targeted operational initiatives.
The use of internal carbon pricing is kept under review as regulatory
frameworks evolve and as Mitie continues to enhance its climate‑related
data, modelling capability and decision‑making processes. Any future
consideration of internal carbon pricing would be subject to appropriate
governance and alignment with Mitie’s overall transition strategy.
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E1‑9: Anticipated financial effects from material
physical and transition risks and potential climate‑
related opportunities
As described in IRO‑1, Mitie undertook climate scenario analysis,
supported by Marsh, to assess the potential physical impacts of climate
change on its operations and asset base. The analysis considered both
acute and chronic physical risks, including extreme weather events and
longer‑term climate change impacts, across multiple time horizons.
The potential financial effects of physical climate risks were assessed using a
qualitative risk‑rating framework, considering likelihood and severity across
Mitie’s operational footprint. This assessment indicated that the majority
of assets are currently exposed to low‑to‑medium levels of physical
climate risk, with sea‑level rise and increased frequency of extreme
weather events identified as areas of emerging exposure over the longer
term. Potential financial impacts associated with physical risks include
higher operating and maintenance costs, increased capital expenditure
to enhance asset resilience, and temporary reductions in productivity or
service continuity. In response, Mitie has strengthened health, safety and
environmental standards, expanded planned preventative maintenance
programmes and enhanced business‑resilience and continuity testing.
Transition risks and opportunities
Mitie has also identified a number of transition risks associated with the
shift to a lower‑carbon economy. These include evolving decarbonisation
expectations placed on supply chains and the transition away from fossil
fuels within the Group’s fleet and estate. Anticipated financial effects
include transitional increases in operating costs and capital investment
associated with fleet replacement, infrastructure upgrades and data
and reporting enhancements, as well as potential impacts on supplier
pricing during the transition period. Mitie mitigates these risks through
its EV‑First policy for new vehicle leases, proactive supplier engagement,
and targeted programmes to improve supply‑chain emissions data quality
and performance.
In parallel, several climate‑related opportunities have been identified.
These include continued expansion of Mitie’s electric vehicle fleet, making
it one of the largest in the UK, and evolving customer expectations
for low‑carbon and energy‑efficient services. Through Plan Zero –
Decarbonisation Delivered™, Mitie supports customers in delivering their
Net Zero ambitions using in‑house decarbonisation capability. The Group
continues to invest in utilities optimisation, carbon‑efficiency solutions and
targeted acquisitions to scale its project delivery model and capture growth
opportunities arising from the transition.
S1 Own Workforce
Strategy
ESRS 2 SBM‑2: Interests and views of stakeholders
Our vision is to be the employer of choice in our sector, recognised for
how we value our people and the positive contribution we make to the
communities we support. We are proud of our diverse and talented
workforce, and our colleagues are proud to be part of Mitie.
Integration of workforce interests and human rights
We have set stretching goals to promote diversity, ensure fair pay
and provide market‑leading benefits. We offer extensive learning and
development pathways, including apprenticeships, and uphold human rights
through dedicated policies and training programmes. Regular colleague
surveys and listening groups help us gather meaningful feedback, which in
turn shapes strategic decisions.
Our Strategic People Pillars
Strengthen leadership, talent and succession pipelines:
Building leadership capability, bench strength and future‑ready
skills across the Group.
AI people enablement and adoption
Making HR and people processes more efficient and accessible
through AI, automation and digital tools.
HR service delivery and innovation
Redesigning HR services to operate at business speed, improve
colleague experience and increase resolution through digital and
AI‑enabled solutions.
Step change in colleague relations
Modernising and strengthening Mitie’s approach to colleague
relations, resolution and fairness.
Embed and drive effective performance management
Ensuring clear expectations, constructive feedback and
consistent performance standards across the organisation.
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SUSTAINABILITY STATEMENT
continued
ESRS 2 SBM‑3: Material impacts, risks and
opportunities and their interaction with strategy
and business model
People strategy and business model
Mitie evaluates workforce‑related risks with an understanding that
individual risks are interconnected and can amplify one another. Our
Enterprise Risk Management framework embeds risk considerations
into all major decisions and supports delivery of our strategic priorities.
Oversight of this framework sits with the Group Risk Committee, which
provides assurance to the Board and the Audit & Risk Committee. We
regard strong risk management as a source of competitive advantage,
recognising the importance of human behaviour and the differing risk
perspectives across the organisation.
We have identified key risks and opportunities affecting our workforce,
including labour turnover, shortages of critical skills, wellbeing challenges
and modern slavery.
MyMitie
We are continually evolving our Employee Value Proposition (EVP), MyMitie:
MyVoice
Ensuring our colleagues have their say and their
voices are heard
FY26 achievements
Held 14 Board listening sessions and facilitated
324 events through Team Talk Local
MyCommunity
Our commitment to building connections, taking
positive actions and giving back
FY26 achievements
Delivered 35,706 volunteering hours across
the Group
MyAchievement
Recognising the successes of our colleagues
FY26 achievements
Held our annual achievement event at The Shard,
after issuing over 31,000 Mitie Stars during the year.
Total amount awarded was £83,500; £66,000 in
monthly prizes and the top three winners receiving
£10,000, £5,000 and £2,500, respectively
MyCareer
Our learning and development offering
FY26 achievements
Supported over 1,800 colleagues through
apprenticeships
MySlice
Our industry‑leading benefits package
FY26 achievements
£360,000 colleague saving through MySlice and issued
free shares for the sixth consecutive year
MyWellbeing
Prioritising our colleagues’ health and wellbeing
FY26 achievements
Launched a series of digital wellbeing programmes
on topics such as Sleep, Money Worries and Resilience
through our Employee Assistance Programme
MyStory
Our colleagues telling their own stories to inspire
others and drive belonging
FY26 achievements
Our ‘This is Me’ campaign uses real Mitie colleagues
and their lived experiences to build trust, create
relatable role models and encourage open
conversation, supporting long‑term cultural change.
The campaign also encourages colleagues to update
their diversity data in People Hub, helping close data
gaps and better tailor support. We achieved 100%
completion for gender and ethnicity data. Since April
2025, disability declarations have increased by 14% in
absolute terms, with representation rising from 1.70%
to 1.80% (March 2026), despite overall headcount
growth. LGBTQ+ declarations increased by 11.4%, with
representation rising from 3.76% to 3.80%.
We have also expanded our data categories,
including parents and carers, and enhanced military‑
related disclosures to improve our understanding of
workforce demographics. Improved disclosure reflects
growing trust and psychological safety, with colleagues
increasingly confident to share their identities.
Our workforce is made up of directly employed colleagues, self‑employed
workers and individuals supplied through third parties. To mitigate these
risks, we offer wide‑ranging training, enhanced working conditions and
comprehensive mental health and wellbeing support. Positive opportunities
include leadership development, diversity and inclusion initiatives, and
ongoing professional development.
As one of the UK’s largest employers, our colleagues are central to Mitie’s
success and that of our customers and contribute significantly to the UK
economy. We prioritise colleague safety and wellbeing, listen actively, take
action and celebrate the diversity of our workforce. Our goal is to be a
‘Great Place to Work’ for everyone, offering strong career development
paths and recognising contribution at every level. We remain committed
to building the skills required for the future, supporting both our long‑term
growth and wider societal benefit. Our material risks and opportunities
are particularly relevant for specific workforce groups, including
underrepresented communities, colleagues operating in higher‑risk
environments and those based in regions with elevated risk profiles. We
work proactively to reduce these risks and harness opportunities to foster
a safer, more inclusive and more resilient working environment.
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Governance
Financial statements
Impact, risk and opportunity management
S1‑1: Policies related to own workforce
Policies
Our policies address the management of our material impacts on our
own workforce, as well as associated material risks and opportunities.
They apply to all Mitie colleagues in all operating countries.
People Policy
Mitie’s People Policy addresses the management of material workforce
impacts, including fair employment, health and safety, wellbeing, learning
and development, and colleague engagement. It applies to all colleagues
and supports the mitigation of workforce‑related risks and the
advancement of positive employment outcomes.
Equality, Diversity and Inclusion (ED&I) Policy
Mitie’s ED&I Policy sets out the standards and requirements for preventing
discrimination and promoting equality of opportunity across recruitment,
employment and progression. It applies to all colleagues and supports the
identification, prevention and remediation of discrimination, harassment
and victimisation.
Quality, Health, Safety and Environment (QHSE) Policy
Mitie’s QHSE Policy sets out the framework for managing health,
safety and wellbeing risks across operations, including compliance, risk
assessment, training and performance monitoring. It applies to all colleagues
and contractors.
One Code
The One Code sets out the behavioural and ethical standards expected of
all colleagues, providing a clear framework for integrity, respect, inclusion
and speaking up across the organisation. It defines how colleagues are
expected to behave in their day‑to‑day roles and in decision‑making.
Employee Handbook
Mitie’s Employee Handbook sets out the employment policies, procedures
and practical arrangements that govern the colleague experience, including
health and safety, wellbeing, equality, grievance and disciplinary processes. It
provides clear guidance on pay, benefits, learning and career development,
and access to support, ensuring transparency and consistency across the
workforce. The Employee Handbook complements the One Code, which
defines the behavioural and ethical standards expected of all colleagues, by
explaining how Mitie’s employment policies are applied in practice and the
routes available for raising concerns and accessing protection.
S1‑2: Processes for engaging with own workers and
workers’ representatives about impacts
Engaging our colleagues
Mitie encourages an open culture where colleagues feel confident raising
concerns, including with senior leaders. Our 360° listening approach
ensures everyone has opportunities to be heard, supported by our
MyVoice Survey, which gathers feedback across a wide range of topics. In
FY26, we delivered 324 engagement sessions through our Team Talk Local
programme. This framework equips leaders with the tools, materials and
confidence to run high‑quality conversations tailored to their teams. Each
session follows a structured agenda, including a video update from our
CEO, Phil Bentley, with dedicated time for open dialogue. A strong ‘you
said, we did’ focus ensures transparent two‑way engagement, with insights
captured centrally to inform future activity.
Colleagues can also participate in our six ED&I networks, which provide
spaces to share experiences, raise awareness and challenge bias. Each
network has an executive sponsor, with Board members regularly
attending events. For urgent or sensitive matters, colleagues can access
‘Speak Up’, our 24/7 whistleblowing line, alongside channels such as ‘Grill
Phil’ and the Board Listening programme, which provide direct access to
senior leadership.
Mitie’s Internal Communications Director oversees all internal
communication channels, ensuring alignment with the Group’s Facilities
Transformation Plan. The function promotes transparency, strengthens
feedback loops and ensures colleagues understand how their work
contributes to Mitie’s success.
One of the main challenges to engagement is ensuring consistent digital
access across a dispersed workforce with varying levels of digital literacy.
In response, we deployed 48,000 Teams for Frontline licences, providing
all UK colleagues with a consistent digital platform to connect, access
information and engage with the business.
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SUSTAINABILITY STATEMENT
continued
Annual survey – MyVoice
Mitie’s annual colleague engagement survey, MyVoice, provides a Group‑wide view of culture and engagement, with results reviewed by management and
the Board.
The October 2025 survey reported an engagement score of 74%. To support progress towards our ambition of world‑class engagement (85%), we are
focusing on five macro areas:
Insights and actions undertaken in FY26
Upload survey insights (You Said)
Action taken (We Did)
Streamline process and remove
barriers to execution
• Accelerate process reimagination and optimisation
• Invest in enterprise‑wide change management capabilities
• Launch Employee Experience Board
Strengthen rewards and personal
growth opportunities
• Conduct market reviews for critical skills (Green, Engineering and Projects)
• Review career pathways, particularly in Technical Services (TS)
• Refresh ‘MySlice’ campaign to promote total benefits offer
• Amplify non‑monetary rewards at an enterprise level
Enhance cross‑team communications
and collaboration
• Move to an enterprise‑first communications strategy
• Optimise the technology and tools already available
• Use new behaviour framework to drive a renewed focus on collaboration
Focus on ‘at risk’ teams
and contracts
• Implement targeted performance improvement actions on underperforming contracts, prioritising those
approaching renewal
• Set up peer‑to‑peer mentor groups to share learning across key account managers
• Review Wellbeing strategy to proactively identify any risks
Embed engagement in strategy
and accountability
• Ensure engagement scores and feedback are embedded into all contract/team/operational reporting
• Implement continuous listening by leveraging the power of Microsoft Glint
• Strengthen our focus on disability disclosure
Building capability to support engagement
To support effective engagement and ensure colleagues can fully
participate, Mitie continues to invest in building skills, capability and a
shared understanding of expectations across the organisation. This includes
targeted programmes that strengthen digital confidence, commercial
capability and ethical decision‑making, enabling colleagues to engage more
effectively with each other and with the business.
Digital Academy
Mitie’s Digital Academy is a single, accessible learning ecosystem designed
to build digital, data and AI capability across the workforce. It brings
together self‑directed, facilitated and community‑led learning, alongside
professional qualifications, under a consistent framework aligned to our
Digital Standards.
We have invested over £3.5m of apprenticeship levy funding to support
recognised qualifications and developed a network of over 170 Copilot
Champions to drive peer‑to‑peer learning. Communities focused on
Microsoft 365 and Copilot now include more than 2,200 members,
supporting adoption and collaboration. The Digital Standard programme
was launched in May 2026, establishing a baseline level of capability for all
colleagues. This is complemented by a Digital Essentials pilot, delivered
with the Digital Poverty Alliance, to support colleagues with lower levels of
digital access or confidence.
Ignite 360
Ignite 360 is Mitie’s Growth Academy, designed to strengthen capability
across Business Development and Account Management. Structured
around our Find, Win, Grow and Keep framework, it combines digital
learning, workshops, coaching and peer‑led learning to build consistent
commercial capability. Since launch, colleagues have completed over
2,000 digital modules and taken up more than 350 workshop places, with
participants reporting an average 35% increase in confidence and capability.
The programme supports stronger customer relationships and more
consistent delivery across the contract lifecycle.
One Code
One Code is Mitie’s enterprise‑wide Code of Conduct, bringing together
our values, policies and expected behaviours into a clear, practical
framework. It is designed to ensure colleagues understand expectations,
make informed decisions and feel confident speaking up. The learning uses
real‑world scenarios and colleague experiences to reinforce expected
behaviours, supported by ongoing internal communications and leadership
engagement.
As at year‑to‑date, 59,593 colleagues, representing 84% of UK colleagues,
have completed One Code learning.
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Governance
Financial statements
S1‑3: Processes to remediate negative impacts and
channels for own workers to raise concerns
Whistleblowing service – ‘Speak Up’
Mitie promotes a culture built on openness, transparency and trust,
encouraging colleagues to raise concerns at any time. Our ‘Speak Up’
service provides a confidential route for reporting issues such as bullying,
harassment, discrimination, health and safety concerns and potential
fraud. The service allows anonymous reporting by colleagues, customers,
suppliers and other third parties, and is accessible via a freephone hotline
and online portal. Information about the service is available in multiple
languages through posters, the Employee Handbook and MitiePeople.com.
All reports are reviewed independently to avoid any conflicts of
interest. Mitie’s Whistleblowing Investigation Group, comprising the
Deputy General Counsel and senior Internal Audit leaders, considers all
submissions, and the Board receives regular updates on whistleblowing
activity. Our Employee Handbook sets out the protections available to
whistleblowers and reminds colleagues that retaliation, whether formal
or informal, is strictly prohibited. Ensuring colleagues can raise concerns
without fear of retaliation is central to our culture.
S1‑4: Taking action on material impacts on own
workforce, and approaches to mitigating material
risks and pursuing material opportunities related to
own workforce, and effectiveness of those actions
Material impacts and opportunities
Mitie recognises several significant workforce‑related IROs, including
high turnover, shortages of critical skills, wellbeing challenges and risks
linked to modern slavery. To address these, we provide a wide range of
training programmes, flexible working options, strengthened health and
safety processes and comprehensive mental health support. We also
leverage positive opportunities through leadership development, diversity
and inclusion initiatives and continuous professional development. Our
colleague networks, such as Mitie Women Can and Proud to Be, help
promote inclusion and create safe spaces for colleagues to connect and
share experiences.
During FY26, Mitie strengthened its workforce culture and conduct
framework through the launch of a refreshed One Code, reinforcing clear
behavioural expectations aligned to our values and zero‑harm culture.
The One Code supports consistent decision‑making, promotes respectful
and inclusive behaviours, and underpins our speak‑up arrangements and
protections against retaliation.
Alongside the refreshed One Code, Mitie introduced a new behaviour
framework during FY26 to reinforce how our values and expectations are
lived day‑to‑day across the organisation. The behaviours provide practical
guidance for leaders and colleagues, supporting positive culture, inclusion,
psychological safety and accountability, while strengthening alignment
between people practices, decision‑making and our zero‑harm ambition.
This behavioural framework is supported by the Employee Handbook, which
provides colleagues with clear guidance on employment processes, access
to support and routes for raising concerns. Together, these measures help
Mitie mitigate risks related to misconduct, discrimination and wellbeing, while
fostering a high‑performing, inclusive working environment.
Our risk and sustainability governance outlines the actions taken, their
effectiveness and measurable outcomes. We set ambitious objectives on
diversity, fair pay and benefits, and use colleague feedback, through surveys,
Board Listening sessions and other channels, to inform strategic decisions.
We monitor effectiveness through a range of indicators, including
engagement results, Glassdoor ratings, attrition and diversity metrics.
We maintain high ethical standards across procurement, sales and data
management, and prioritise colleague wellbeing and safety. Technology
also plays a key role: through our partnership with Wipro, we are using
automation and AI to reduce manual workloads and allow colleagues
to focus on higher‑value activity, while the MyMitie app supports
communication and engagement.
Metrics and targets
S1‑5: Targets related to managing material negative
impacts, advancing positive impacts and managing
material risks and opportunities
Targets – impacts and opportunities
Mitie has established clear, time‑bound targets to build an inclusive and
supportive working environment, minimise negative impacts and maximise
positive ones. These targets align with our wider strategic priorities and
guide how we manage workforce‑related risks and opportunities. We
continue to adopt technology to enhance the colleague experience,
broaden employment opportunities and strengthen operations.
To reduce negative impacts, we are addressing attrition through an
improved EVP, expanded training, flexible working options and a strong
focus on health and safety. We remain committed to eliminating modern
slavery, supported by robust monitoring and compliance activities.
To enhance positive impacts, we are increasing diversity in leadership roles
and expanding our apprenticeship programmes to strengthen capability
in leadership, business and STEM disciplines. Our diversity commitments
are underpinned by targets to ensure fair pay and leading benefits. We
continue to embed learning and development opportunities across the
business, alongside strong human rights policies and training.
Our previous five‑year plan, incorporating our social value framework,
concluded in FY25. During FY26, the ESG Committee has developed
a new ESG Strategy outlining the five‑year plan for our 2030 ambitions.
These targets and our performance against them are set out on page 130.
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SUSTAINABILITY STATEMENT
continued
Female
23,649
Male
47,143
S1‑6: Characteristics of Mitie’s employees
At 31 March 2026, Mitie Group plc had a total of 84,024 employees.
For countries with 50 or more employees, the breakdown is as follows:
Employees by gender (UK only)
Methodologies and assumptions used to compile data
• Colleague data is collected through Mitie’s internal HR systems and verified by cross‑referencing with payroll records
• Non‑guaranteed hours employees are assumed to work an average of 20 hours per week unless specified otherwise by their contracts. This
assumption helps in calculating full‑time equivalent (FTE) for non‑guaranteed hours employees
Contextual information
• The data includes all employees directly employed by Mitie, as well as those on temporary and non‑guaranteed hour contracts
• The data is compiled by aggregating information from various departments and ensuring consistency in reporting across different business units
Employees by country
UK
70,792
Ireland
1,310
Spain
11,922
Employees by contract type, broken down by gender (UK only)
Headcount/FTE
Female
Male
Total
Number of employees
23,649
47,143
70,792
Number of permanent employees
23,086
46,455
69,541
Number of temporary employees
416
569
985
Number of non‑guaranteed hours employees
147
119
266
Number of full‑time employees
11,122
34,834
45,956
Number of part‑time employees
12,527
12,309
24,836
Note: gender breakdown data is UK only.
Global employees by contract type, broken down by region
Headcount/FTE
UK
Ireland
Spain
Total
Number of employees
70,792
1,310
11,922
84,024
Number of permanent employees
69,541
1,285
9,836
80,662
Number of temporary employees
985
25
2,086
3,096
Number of non‑guaranteed hours employees
266
0
0
266
Number of full‑time employees
45,956
638
6,233
52,827
Number of part‑time employees
24,836
672
5,689
31,197
S1‑9: Diversity metrics
UK gender and age breakdown
S1‑12: Persons with disabilities
UK gender breakdown
Board
Employees over 50 years old
Employment of persons with disabilities
Female
4
Male
4
Female
10,680
Male
19,053
Female
2.18%
Male
1.60%
Senior leadership team (SLT)
Employees 30 to 50 years old
Female
21
Male
45
Female
9,458
Male
19,780
Employees under 30 years old
Female
3,511
Male
8,310
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Strategic report
Governance
Financial statements
S1‑10: Adequate wages
Living wage
Mitie is committed to fair and equitable pay. As a Recognised Service
Provider with the Living Wage Foundation, we actively encourage
customers to adopt the Real Living Wage by demonstrating its value. We
met our FY26 commitment to ensure that all colleagues whose pay is set
directly by Mitie receive at least the Real Living Wage.
Colleague benefits
Through our MySlice benefits platform, colleagues can access a wide range
of benefits including life assurance, health insurance, virtual GP services,
mortgage advice and lifestyle discounts. Our reward offer includes free
share awards, performance‑related incentives and participation in share
schemes such as Save As You Earn. Frontline colleagues have received free
shares in each of the past five financial years, including a double free share
award of 200 shares last year.
We continue to enhance our support for colleagues, offering improved
maternity and paternity pay, alongside carer’s leave of one week unpaid
annually. In FY26, we further strengthened our benefits package, with a
renewed emphasis on frontline‑focused recognition and incentive schemes.
• 8.6m free shares were awarded to colleagues in FY26 as part of our
first double award, with a higher number of shares granted to our
frontline colleagues
• Colleagues saved a total of £419,600 through the MiDeals employee
discounts portal
• 31,355 Mitie Stars were issued as part of Mitie’s recognition scheme
• £83,500 was awarded in prizes to Mitie Star recipients
S1‑13: Training and skills development metrics
Learning throughout Mitie
Mitie aims to provide more than employment; we want colleagues to have
clear opportunities for professional and personal development. Colleagues
are encouraged to take ownership of their learning journeys through our
extensive internal offering. In FY26, more than 632,962 learning courses
were completed across a broad range of topics, averaging 8.3 courses
per colleague.
We supported over 1,800 apprentices across more than 120 programmes,
ranging from level 2 to level 7 and covering technical, professional and
managerial qualifications. Over £7.5m of apprenticeship levy funding was
invested in Mitie apprentices and through levy‑gifted placements supporting
54 external apprentices across 32 organisations. Mitie has been recognised as
a Top 100 Apprenticeship Employer for the third consecutive year.
We continue to build on our award‑winning Count Me In inclusion learning
campaign, complemented by our Women in Leadership programmes.
The first cohort of our level 7 programme achieved a 100% pass rate
with distinction. We also run level 3 and level 5 programmes to maintain
a strong pipeline of future female leaders and our people‑manager
development programme, Leading Together, received external recognition
as ‘highly commended’ at the Business Culture Awards. To date, 88%
of people managers have completed the programme, and 94% have
completed the accompanying Leading with Respect course.
We are committed to creating sustainable careers by equipping every
colleague with the digital, data and AI skills needed to thrive in a rapidly
changing world. Through our enterprise‑wide Digital Academy, we provide
a single, accessible destination for skills development, from essential digital
literacy for frontline colleagues to advanced data and AI qualifications
delivered in partnership with leading organisations such as Microsoft,
Corndel and Imperial College London. This blended model of self‑directed
learning, facilitated training, professional accreditation and peer‑to‑peer
support ensures all colleagues can build confidence, stay safe online, improve
productivity and grow their careers.
By investing in digital capability at every level, we are strengthening our
workforce, supporting employability and building the skills foundation needed
for a sustainable future.
In FY26, 88.4% of salaried employees received an end‑of‑year performance
review (FY25: 82.6%).
Year
Salaried headcount
Rating completion
% completion
2022
20,079
14,723
73.3
2023
20,002
15,696
78.5
2024
21,909
18,166
82.9
2025
24,520
20,264
82.6
2026
25,307
22,378
88.4
S1‑14: Health and safety metrics
Health, safety and wellbeing
Mitie places strong emphasis on health, safety and wellbeing by promoting
collaboration and equipping colleagues to take ownership of safe working
practices. Our zero‑harm goal, underpinned by our Values and the LiveSafe
programme, drives improvements in performance, accountability and
innovation, while helping to reduce accidents and absence.
Our FY26 results demonstrate this commitment. Through MyWellbeing
initiatives, we supported colleague safety across the business, carrying out
13,815 LiveSafe visits and recording 147,912 hazard observations. During
Mental Health Awareness Week, we increased awareness and support
through MiNet communications and drop‑in sessions, and we now have
over 400 trained mental health first aiders across the organisation.
We also held Stand Down Days in FY26, pausing operations to hold focused
safety conversations, encourage open dialogue and reinforce risk prevention
behaviours. The impact of our LiveSafe approach was reflected in our
external recognition, with Mitie receiving 19 RoSPA Gold awards during the
year, including for the first time a Group‑wide Gold Award for overall health
and safety, and a Group‑wide Gold Award for our fleet safety management.
In FY26 we were also the proud recipients of the British Safety Council 5
Star Audit award for Group. This is a world‑class, gold standard, and we are
the only business currently in the FTSE 250 to hold this accolade.
Mitie’s ISO 45001‑accredited health and safety management system covers
all colleagues. FY26 performance metrics:
• Total recordable incident rate: 1.93 per 100,000 hours worked
• Lost time injury rate (>7 days absence): 0.08 per 100,000 hours worked.
(This differs from the Group LTIFR reported in the Annual Report and
Accounts, which includes all lost time injuries (≥1 day absence) and is
presented per 1,000,000 hours worked)
• Near miss reporting rate: 1.54 per 100,000 hours worked
• Health and safety training hours: 146,138 hours (third party specialist)
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Annual Report and Accounts 2026
SUSTAINABILITY STATEMENT
continued
These metrics reflect our commitment to continuous improvement and
colleague competency.
Description
Value
Percentage of people in own workforce who are covered
by health and safety management system based on legal
requirements and (or) recognised standards or guidelines
100%
Number of fatalities in own workforce as result of work‑related
injuries and work‑related ill health
0
Number of fatalities as result of work‑related injuries and work‑
related ill health of other workers working on undertaking’s sites
0
Number of recordable work‑related accidents for own workforce
2,773
Rate of recordable work‑related accidents for own workforce
1.93
Number of cases of recordable work‑related ill health
of colleagues
36
Number of days lost to work‑related injuries and fatalities from
work‑related accidents, work‑related ill health and fatalities from
ill health related to colleagues
8,110
S1‑17: Incidents, complaints and severe human
rights impacts
Discrimination incidents related to equal opportunities and
grievances and complaints related to other work‑related rights
Mitie provides several routes for colleagues to report any concerns relating
to discrimination or harassment, including raising issues with their line
manager, submitting a grievance or using the whistleblowing hotline.
All discrimination‑related grievances are investigated fully by independent
managers, and colleagues retain the right to appeal if they disagree with the
outcome. Mitie operates a strict zero‑tolerance approach to discrimination;
where issues are identified, appropriate actions may include targeted
training, reinforcement of relevant policies or formal disciplinary measures
to ensure issues are resolved effectively.
We ensure colleagues, and their representatives, feel informed, supported
and protected when raising concerns. This is achieved through regular
training, clear and accessible policy communication, a strong emphasis
on confidentiality and a firm commitment to preventing any form
of retaliation.
Identified cases of severe human rights issues and incidents
Mitie did not identify any severe human rights issues or incidents involving
its own workforce during FY26. We also recorded no breaches of the
UN Global Compact principles or the OECD Guidelines for Multinational
Enterprises relating to severe human rights matters within our
direct workforce.
G1 Business Conduct
Impact, risk and opportunity management
G1‑1: Corporate culture and business conduct policies
Policies
Our policies address the management of our material impacts for business
conduct, as well as associated material risks and opportunities. They apply
to all Mitie colleagues in all of the countries in which we operate.
Ethical Business Practice Policy
Mitie is committed to ethical and moral stewardship, with zero tolerance
for bribery, corruption, tax evasion and fraud. We comply with
international sanctions and protect customer confidentiality. Our policy
promotes safe working conditions, human rights and labour standards.
We do not engage in political activities but do participate in policy debates
that are relevant to our business. Colleagues are encouraged to report
unethical behaviour.
Procurement Policy
Our Procurement Policy outlines Mitie’s procurement processes, emphasising
ethical business practices, financial controls and supplier selection. It mandates
compliance with legal standards, separation of duties and conflict of interest
management. The policy also covers contracting, tendering thresholds,
supplier due diligence and contract administration, ensuring transparency,
accountability and sustainability in procurement activities.
Modern Slavery Statement
Mitie is committed to eliminating modern slavery and human trafficking.
Our 2025 statement outlines our efforts, including due diligence, risk
assessment and stakeholder engagement, while we also upgraded our
screening platform and collaborated with the Cabinet Office. We work
with around 8,800 suppliers, requiring transparency and compliance from
each of them. In FY26, no incidents of modern slavery were identified, and
we continue to closely monitor any high‑risk suppliers.
Whistleblowing Policy
Our Whistleblowing Policy aims to identify and address issues of fraud,
corruption and other misconduct within Mitie. It applies to all colleagues,
including managers, directors, contractors and temporary staff. The
procedure encourages colleagues to raise concerns about unlawful
conduct, financial malpractice, health and safety dangers, environmental
damage, modern slavery and breaches of internal rules. Concerns can be
reported confidentially through an independent whistleblowing service,
reports are investigated independently and colleagues are protected
from retaliation.
Mitie Fraud Framework
The Mitie Fraud Framework establishes controls to prevent and detect
fraud within Mitie. It mandates the reporting of suspected fraud to the
Internal Audit team or via a whistleblowing helpline. The framework
includes investigation procedures, confidentiality measures, and
responsibilities for managers and supervisors. It also outlines specific
fraud risks and controls, alongside the importance of maintaining high
ethical standards.
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Financial statements
G1‑2: Management of relationships with suppliers
Engaging our supply chain
Mitie works in partnership with its suppliers to maintain strong,
transparent and ethical relationships that support long‑term value creation.
We recognise that our suppliers play a critical role in delivering responsible
outcomes for our customers, communities and the environment.
Our Procurement Policy sets clear expectations for ethical conduct,
sustainability and compliance across all sourcing and purchasing activities.
Our approach to supply chain management focuses on both reducing
risk and promoting responsible business practices. Through the Mitie
Supplier Management Framework, we undertake thorough due diligence
at onboarding, combined with ongoing monitoring and structured reviews.
We use a combination of digital tools, including Coupa DSP, EcoVadis
supplier assessment and our Supplier Portal (Mitiesuppliers.com) to
support transparency and efficiency across sourcing, onboarding and
ongoing supplier management.
Social, environmental and ethical considerations are embedded into
our supplier selection and management processes consistent with our
Sustainable Procurement Policy, which seeks to deliver value while
supporting society and minimising environmental harm. We apply due
diligence assessments for suppliers, including human rights and modern
slavery risk. We also collaborate with strategic service providers and the
Cabinet Office to help suppliers identify and address modern slavery risks.
During the year, Mitie launched its Supplier Sustainability and Social Value
Charter, to support supplier engagement, transparency and continuous
improvement across environmental, social and ethical priorities.
Recognising the diversity of our supply base, Mitie provides targeted
support to suppliers, including SMEs and VCSEs, offering guidance, training
and practical resources to help them understand our ESG expectations,
build capability and demonstrate compliance. Through our collaborations
with the Supply Chain Sustainability School and other partners, we help
suppliers to develop their knowledge of environmental management, and
to understand and manage social and environmental risks. Our Supplier
Social Value Policy reinforces principles of fairness, inclusion, accountability
and sustainability across the supply base.
G1‑3: Prevention and detection of corruption
or bribery
Our anti‑corruption and anti‑bribery framework
Mitie is committed to preventing and detecting bribery and corruption
throughout its operations. Our comprehensive framework comprises
policies, procedures and training designed to uphold strong ethical standards.
Mitie has also strengthened its fraud risk management framework in
preparation for the Economic Crime and Corporate Transparency Act
(ECCTA), including a Group‑wide fraud risk assessment that incorporates
the ‘failure to prevent fraud’ offence. Colleagues must comply with anti‑
bribery legislation, maintain accurate financial records and report any
suspected incidents. Concerns can be raised via the confidential ‘Speak Up’
service or directly with line managers or our Legal team.
Any concerns relating to potential breaches of our Anti Bribery and
Corruption Guidance or Code of Conduct must be reported in line with
internal procedures set out in the Ethical Business Practice Policy and
Whistleblowing Procedure.
Investigations are conducted by our independent Investigation team, part
of Group Internal Audit, ensuring objectivity and confidentiality. Findings
are reported to relevant stakeholders, including leadership of the affected
business unit and the Audit & Risk Committee, and action plans are issued
to ensure accountability and remedial action.
All colleagues have access to policies and procedures through our intranet,
and in FY26 we delivered mandatory training to all at‑risk workers, with
optional training available to others.
Metrics and targets
G1‑4: Confirmed incidents of corruption or bribery
Corruption and bribery metrics
We identified no failings in the actions taken to respond to potential
breaches of our anti‑corruption or anti‑bribery procedures. Neither Mitie
nor any member of its workforce was involved in legal proceedings relating
to corruption or bribery during the year.
G1‑5: Political influence and lobbying activities
Our approach to political influence and lobbying
Mitie maintains a transparent and responsible approach to political
influence and lobbying. Guided by our Code of Conduct, we uphold strict
political neutrality when engaging with government, regulators and the
wider public sector. While colleagues are free to participate in political
activity, they must make clear that any views expressed are their own.
Political engagement is overseen by the Director of Corporate Affairs, who
ensures compliance with all ethical policies. Mitie does not make political
donations of any kind, and the Code of Conduct prohibits colleagues from
making donations on behalf of the Company.
Mitie’s lobbying activities include a broad range of public policy
areas, including:
• Advocacy for skills development, particularly in green and digital skills,
alongside Apprenticeship Levy reform
• Engagement with the UK Government on its clean power and energy
security ambitions
• Elevating our position on creating Safer Communities, including associated
initiatives around Retail Crime, the Worker Protection Act, and Violence
against Women and Girls (VAWG)
• Ad‑hoc lobbying activity that falls outside the scope of the above core
pillars, including work related to public procurement, social value,
employment rights and opportunities, cyber security, and immigration
& justice
These activities align with Mitie’s material impacts, risks and opportunities
identified in our materiality assessment, ensuring that our lobbying efforts
support our strategic goals and sustainability commitments.
G1‑6: Payment practices
Our payment practices
Mitie is committed to transparent and responsible payment practices,
recognising the importance of prompt payments to suppliers. On average,
we take 40 days to pay invoices from the date the contractual or statutory
payment term begins, and we target payment of 97% of suppliers within
60 days.
We have implemented strong controls to prevent late payments to SMEs,
supported by our digital supplier platform, which provides visibility and
efficiency in supplier management. We continuously monitor and refine
our payment processes to ensure they remain aligned with our ethical
standards and help safeguard supplier financial stability.
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PRINCIPAL RISKS AND UNCERTAINTIES
“In a year of heightened volatility and
change, we decisively embedded disciplined
risk management into the way decisions are
made, strengthening resilience and enabling
sustainable growth across the Group”.
Peter Dickinson
Chief Legal Officer
Mitie’s Chief Risk Officer and
Group Risk Committee Chair
Effective risk management
During FY26, Mitie operated within a challenging and evolving risk
environment, with greater clarity emerging around key risk trends as
the year progressed. Globally, geopolitical and economic confrontations
emerged as the most significant near-term risks, alongside persistent cyber-
threats and disruptions to key trade routes.
Domestically, the commencement of the phased implementation of
the Employment Rights Act 2025 during FY26 introduced additional
complexity to Mitie’s workforce and industrial relations risk profile.
In response to these challenges, Mitie Group plc continued to enhance its
enterprise risk management (ERM) capabilities, including strengthening
business resilience and maintaining a proactive, disciplined approach to
address both emerging threats and evolving opportunities.
Overall, the Group’s risk profile heightened during the year, reflecting
increased external volatility and its continued expansion into more
complex operational areas. The following section of the Annual Report
and Accounts provides a detailed breakdown of the Group’s risk profile
and associated performance during FY26.
Principal risks at a glance
Reference
Risk
Category
Appetite
Exposure
Time horizon
Risk velocity
PR1
Economic and political uncertainties
Strategic
Cautious
Short
Weeks
PR2
Climate change and social impact
Environmental
Cautious
Short to medium
Years
PR3
Cyber security and data protection
Technological
Averse
Short
Hours
PR4
Health, safety and environment
Operational
Averse
Short to medium
Hours
PR5
Financial stability and funding (previously Funding)
Financial
Cautious
Short to medium
Months
PR6
Regulatory
Regulatory
Averse
Short to medium
Days
PR7
Competitive advantage
Strategic
Eager
Short to medium
Months
PR8
Business resilience
Operational
Cautious
Short
Hours
PR9
Employees
People
Cautious
Short to medium
Months
PR10
Third-party management
Operational
Cautious
Short to medium
Weeks
PR11
Growth through acquisitions
Strategic
Eager
Short to medium
Years
PR12
Business transformation
Strategic
Cautious
Short to medium
Months
PR13
Adoption of new and emerging technologies
Technological
Eager
Medium to long
Months
PR14
Reputational damage
Reputational
Averse
Short
Hours
PR15
Custodial operations management
(previously Prison management)
Operational
Cautious
Short
Days
PR16
Contract risk and operational delivery
Operational
Cautious
NEW
Short to medium
Weeks
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ARC
RT
IH
BUL
BFL
PL
AL
MB
MB
BUL
AL
MB
MGX
ARC
RT
IH
BUL
BFL
PL
AL
MGX
MGX
BFL
ARC
ARC
PL
RT
RT
New and emerging risks
Ongoing review of internal and
external environment encapsulating
new risks in known context, known
risks in new context and new risks
in new context
Group-level risks
Collection of risks that could
affect the performance, future
prospects or reputation of
the Group and are subject to
ongoing reviews
Complementary framework in
place for the management and
ongoing review of principal risks
and uncertainties as agreed by the
Mitie Board
Risk appetite and associated
parameters established for all risks
and subject to ongoing review
Business unit, function
and project risks
Identify, evaluate and mitigate risks
recorded in the Risk Register
Report on current and
emerging risks
Principal risks
and uncertainties
Condensed version of principal
risks and uncertainties, which
has been reviewed and
approved by the Mitie Board
and Audit & Risk Committee
Account-level risks
Identify, evaluate and mitigate
operational risks recorded in
the Risk Register
Report on current and
emerging risks
Our risk management framework
Mitie Group plc operates a robust risk governance framework, ensuring alignment between ERM practices and strategic objectives. This structure
enables proactive identification and mitigation of risks while fostering resilience and adaptability across the Group.
Internal
reporting
External
reporting
Contributors key:
Mitie Board
Mitie Group
Executive
Audit & Risk
Committee
Risk Team
Intelligence
Hub
Business Unit
Leadership
Team
Business
Function
Leadership
Team
Project
Leadership
Team
Account
Leadership
Team
Internal reporting
External reporting
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PRINCIPAL RISKS AND UNCERTAINTIES
continued
Governance and oversight
The Board sets the Group’s risk appetite and ensures it remains aligned
with the Group’s strategic priorities and business objectives. Through
regular oversight and strategic review, the Board provides clear direction
on the level of risk the Group is prepared to accept, supporting informed
decision-making across the business and an appropriate balance between
risk and opportunity in a changing external environment.
The Group Risk Committee supports the effective operation of the
Enterprise Risk Management (ERM) framework, overseeing the consistent
application of risk management policies, standards and practices across
the Group and supporting engagement between senior leadership
and operational management in the identification and management
of emerging risks.
The Board undertakes regular reviews of the Group’s principal risks,
assessing changes in risk exposure, the effectiveness of mitigating actions
and alignment with strategic plans. In addition, during FY26 the Audit & Risk
Committee introduced a programme of thematic deep-dive reviews into
selected principal risks, providing enhanced scrutiny and assurance ahead
of Board consideration.
Mitie’s approach to risk management is underpinned by clear governance,
disciplined oversight and forward-looking assessment. Strong Board
ownership, supported by the Group Risk Committee and enhanced
Audit & Risk Committee challenge, strengthens resilience, supports
effective management of volatility and underpins delivery of the Group’s
strategic objectives.
Risk identification and assessment
Risks are identified across all levels of the Group and assessed using a
standardised methodology that evaluates both likelihood and impact across
financial, operational, regulatory and reputational dimensions. This enables
a consistent and structured assessment of gross risk exposure.
This assessment is further refined through evaluation of the design and
effectiveness of existing controls, allowing risks to be expressed on a
residual (net) basis. This provides a clearer view of the Group’s true risk
exposure and supports prioritisation and decision-making.
To ensure consistency and comparability, risks are calibrated using defined
criteria and are subject to review and challenge at functional and Group
level. Risks are recorded and monitored through the Group’s digital
risk management system, Risk Safe, enabling comprehensive oversight,
aggregation and timely updates to risk registers across the Group.
Risk monitoring and escalation
The Group monitors its risk profile on an ongoing basis, drawing on both
internal and external sources to identify emerging risks and changes in
exposure. Defined escalation thresholds support timely management
action where risk tolerances are exceeded. Quarterly meetings of the
Group Risk Committee provide structured oversight and inform regular
reporting to the Audit & Risk Committee, ensuring effective monitoring,
escalation and governance of risk.
Risk transfer and assurance
Risk transfer is supported through oversight of the Group’s insurance
arrangements, helping to manage exposure where appropriate.
Independent external audits, conducted in line with ISO 31000, provide
assurance over the effectiveness of the Group’s risk management
framework. In addition, certification to ISO 22301 demonstrates Mitie’s
commitment to robust business continuity arrangements and provides
further assurance to stakeholders.
Continuous improvement
Mitie is committed to the ongoing development of its risk management
framework and the continued strengthening of risk capability across the
Group. This includes regular review of risk processes to ensure they remain
effective, proportionate and aligned to the Group’s operating environment.
During FY26, Mitie enhanced its risk capability through the introduction
of targeted training and awareness activity, supporting the consistent
application of the ERM framework and reinforcing accountability for risk
at all levels of the business. Significant updates to the risk framework
and supporting arrangements are subject to Board approval, ensuring
continued alignment with strategic priorities and governance expectations.
Risk appetite framework
The Group defines its risk appetite to ensure risks are managed within
acceptable limits while supporting strategic objectives. Risk appetite is
monitored through regular reviews and the use of key risk indicators (KRIs)
to track exposure levels against defined thresholds. Any deviations are
promptly addressed through enhanced mitigation measures and escalated
for oversight to ensure alignment with the Group’s strategic objectives.
Risk appetite
Description
Latest principal risks position
Averse
The approach adopted seeks
to minimise the risk. Mitigation
costs are accepted and there is
an appreciation that these might
exceed expected losses.
PR3, PR4, PR6, PR14
Cautious
The approach adopted is
balanced. Mitigation actions
are proportionate and based
on cost-effectiveness.
PR1, PR2, PR5, PR8, PR9,
PR10, PR12, PR15, PR16
Eager
The approach adopted is tilted
towards taking greater risks to
achieve business objectives.
There is an appreciation that
there will be higher exposure
and volatility in returns.
PR7, PR11, PR13
Assessment of risk movement
Movements reflect changes in exposure, not risk appetite.
Reference
Description
Increased – higher exposure
Stable – no material change
Decreased – reduced exposure
NEW
Newly identified risk
Time horizons and risk velocity
The Group considers three distinct timeframes – short (one to three
years), medium (three to 10 years) and long (10–15 years) – to project
when a risk might possibly materialise, based on information accessible at
any given instance. The Group also incorporates risk velocity, being the
rate at which a risk manifests and results in adverse consequences for
the business, impacting the Group’s operations, reputation and financial
stability. Comprehending risk velocity is crucial as it enables us to develop
and execute appropriate mitigation measures promptly, thereby improving
management of and response to any potential threats.
During FY26, an updated assessment of both our time horizons and risk
velocity has been completed. The findings from this assessment are shown
in the table titled ‘Principal risks at a glance’.
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Risk interconnectivity
The Group is aware of the inherent interconnectedness of risks within
its operations, acknowledging that if one principal risk was to materialise,
it might have a domino effect on others. By maintaining a well-rounded
and holistic understanding of risk interconnectivity, we aim to anticipate
potential repercussions, allowing for effective mitigation measures and
business continuity. This also enables Mitie to not only address issues in
isolation, but also devise comprehensive strategies that strengthen multiple
aspects simultaneously, thus ensuring the organisation’s resilience and
preparedness against an ever-evolving risk landscape.
Reference
Risk
Interconnectivity
PR1
Economic and political uncertainties
PR3, PR5, PR6, PR7, PR8,
PR9, PR10, PR14, PR16
PR2
Climate change and social impact
PR6, PR7, PR9, PR14
PR3
Cyber security and data protection
PR6, PR7, PR8, PR9, PR10,
PR12, PR13, PR14, PR16
PR4
Health, safety and environment
PR7, PR8, PR9, PR10,
PR14, PR16
PR5
Financial stability and funding
(previously Funding)
PR7, PR11, PR12,
PR14, PR16
PR6
Regulatory
PR7, PR14, PR16
PR7
Competitive advantage
PR5, PR9, PR10, PR11,
PR13, PR14
PR8
Business resilience
PR9, PR10, PR14, PR16
PR9
Employees
PR7, PR8, PR12,
PR14, PR16
PR10
Third-party management
PR4, PR7, PR14, PR16
PR11
Growth through acquisitions
PR7, PR14
PR12
Business transformation
PR7, PR14, PR16
PR13
Adoption of new and
emerging technologies
PR7, PR9, PR10, PR14
PR14
Reputational damage
PR7
PR15
Custodial operations management
(previously Prison management)
PR4, PR7, PR8, PR14
PR16
Contract risk and
operational delivery
PR5, PR7, PR9, PR14
Changes to our risk profile
In FY26, the Group undertook a thorough review of the current operating
environment, focusing on several scenarios, including:
• New risks that have emerged in the external environment but are
associated with the Group’s existing strategy
• Existing risks that are already known to the Group but have developed
• Risks that were not previously faced by the Group, because the risks are
associated with changed core processes
Following this review, one new principal risk – Contract risk and
operational delivery (PR16) – was identified, while three existing principal
risks (PR5, PR11 and PR15) were updated to reflect their ongoing evolution.
PR5 has been expanded to include all financial risks, not just funding.
PR11 now incorporates integration risks associated with acquisitions, and
PR15 has been broadened to cover all high-risk activities associated with
custodial management beyond prisons. These updates ensure our risk
framework aligns with the Group’s current priorities and challenges.
Emerging risks
In addition to examining the risks that Mitie currently faces, we also consider
emerging risks in both our internal and external environments, to maintain
operational resilience and ensure that our future strategic planning remains
uncompromised. Current emerging risks under observation include:
•
Global power rivalries:
New geopolitical tensions within a known risk context
•
Assaults on critical infrastructure:
Evolving threats to essential
infrastructure within a known risk framework
•
Financial impact of government policy:
Recognised risks exacerbated by
new government interventions
•
Misinformation and disinformation:
Accelerating challenges posed by false
narratives and deepfake content, amplifying risks within a known context
•
Polycrisis:
The compounding effect of simultaneous, independent risks
materialising, amplifying consequences across interconnected systems
•
Labour displacement:
Newly emerging risks associated with workforce
disruption and displacement within an evolving context
Having considered the principal risks in the context of the current and
emerging risk landscape, movements in risk exposure have been assessed
as follows for the listed principal risks.
Principal risk
Movement in risk exposure
PR1, PR3, PR8
Risk exposure increased during the year due
to changes in the external environment, driven
by heightened geopolitical conflict and broader
global instability.
PR4
Risk exposure increased during the year as the
Group’s Project remit expanded into higher-
risk activities, increasing reliance on specialist
subcontractors.
PR7
Risk exposure increased during the year as
competitive intensity in the market continued
to evolve.
PR9
Risk exposure increased during the year due to
the potential impact of the proposed Employment
Rights Bill on the Group’s operating model.
PR10
Risk exposure increased during the year as a
result of heightened geopolitical instability and the
expansion of the Group’s Projects remit.
PR12
Risk exposure increased during the year, reflecting
the scale and complexity of activity associated with
the Marlowe integration.
PR14
Risk exposure increased during the year,
reflecting heightened public scrutiny and evolving
stakeholder expectations.
PR15
Risk exposure increased during the year in line
with the expansion of the Group’s immigration &
justice remit.
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PRINCIPAL RISKS AND UNCERTAINTIES
continued
PR1. Economic and political uncertainties
Appetite:
Cautious
Exposure:
Horizon:
Short
Velocity:
Weeks
Owner:
Chief Legal Officer
Description and impact:
An inability to quickly identify and effectively respond to the risks
posed from either geopolitical or macroeconomic matters could
adversely impact Mitie. A sudden change in market conditions, such
as an economic slowdown or significant political uncertainty, either
nationally or globally, could have a negative impact on the demand for
the Group’s services.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• GDP growth
• Inflation
• Exchange rate (£/€ volatility)
Key controls:
• Mix of long-term contract portfolio in both the public and
private sectors
• Continual development of new and innovative solutions
• Focus on higher-margin growth opportunities
• Regular reviews of the sales pipeline
• Increasing spread of customer base, reducing reliance on
individual customers
• Strategic account management programme
• Regular horizon scanning
• Utilising contract mechanisms to recharge cost increases
• Coupa, Mitie’s digital supplier platform, providing greater visibility
of, and ability to manage, supply chain
• Leveraging buying power to help mitigate the increase in cost of
goods and services
• Active engagement with government agencies
• Membership of Portfolio and Enterprise Management Board,
attended by Chief Legal Officer
Outlook
Economic and geopolitical uncertainty is expected to remain elevated
in FY27, with continued volatility in growth, inflation and customer
confidence potentially impacting demand and cost dynamics.
PR7. Competitive advantage
Appetite:
Eager
Exposure:
Horizon:
Short to medium
Velocity:
Months
Owner:
Chief Growth Officer
Description and impact:
A failure to preserve our competitive edge or capitalise on
opportunities might result in the loss of key customers, excessive
dependence on a specific sector or the inability to generate financially
sound bids with a measured approach to risk. This could have a
significant effect on Mitie’s financial performance and reputation.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Customer retention rate
• Win rate
• Market share
Key controls:
• Bid Committee approval for complex bids
• Robust risk assessment of bids, with input from key stakeholders
such as Commercial, Legal and Operational Teams
• Detailed contracting guidelines in place
• Clear delegated authorities register
• Strategic account management programme
• KPI/service level agreement formal reviews with customers
• Sales and customer relationship management (CRM) teams focused
on developing pipeline across all major sectors
• Improved CRM capabilities with active relationship management
• Focus on customer satisfaction (Net Promoter Score and
soliciting feedback)
• Sales development programme
• Procedural documentation in place
• Centre of Excellence Bid Team established
• Ongoing review of new and innovative service offerings
• Competitor analysis regularly completed
• AI technology strategy
Outlook
Competitive intensity is expected to remain high in FY27, with
ongoing pricing pressures and procurement scrutiny requiring
continued focus on retention, win rates and differentiation.
Strategic risks
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PR11. Growth through acquisitions
Appetite:
Eager
Exposure:
Horizon:
Short to medium
Velocity:
Years
Owner:
Chief Legal Officer
Description and impact:
An important part of Mitie’s growth is generated by acquisitions.
Market conditions may restriction Mitie’s ability to secure acquisition
opportunities aligned with its strategic objectives. Inorganic growth is
also subject to risks, including overvaluation, unforeseen contractual
liabilities and challenges relating to operational integration.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Market valuation trends within the FM sector
• Interest rates
• Purchasing Manager’s Index
Key controls:
• Central acquisition function reporting into Group Legal
• Standardised governance framework, including risk management
• Ongoing review of market conditions and value for stakeholders
• Rigorous due diligence and risk management processes
• Financial governance and controls
Outlook
Acquisition activity is expected to remain selective in FY27, influenced
by sector valuation dynamics and interest rate conditions, with
continued emphasis on discipline and strategic fit. Integration and
value realisation will continue to be a focus, to ensure alignment with
strategic objectives.
PR12. Business transformation
Appetite:
Cautious
Exposure:
Horizon:
Short to medium
Velocity:
Months
Owner:
Chief Legal Officer
Description and impact:
Fundamental to Mitie’s growth strategy is the ability to successfully
undertake business transformation projects and ensure that all
aspects of change management are correctly integrated. A failure
to successfully manage the aggregated impact of simultaneously
delivering transformation programmes could impact the delivery
of planned business benefits.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Number of material strategic transformation projects
• % tracking at red programme delivery
• % variance to forecasted margin enhancement initiative (MEI) benefits
Key controls:
• Executive sponsorship
• Deliverables agreed in advance by the Board and Mitie Group Executive
• Centralised Project Management Office function
• Subject-matter experts appointed early on, with agreed roles
and responsibilities
• Standardised programme governance framework, including
risk management
• Contract management controls embedded for third-party support
• Regular auditing, with periodic reporting on key business activities
to the Audit & Risk Committee
Outlook
Transformation activity will continue in FY27, with delivery and
benefits realisation remaining key risks given the scale and complexity
of programmes underway.
Strategic risks
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PRINCIPAL RISKS AND UNCERTAINTIES
continued
PR5. Financial stability and funding
(previously Funding)
Appetite:
Cautious
Exposure:
Horizon:
Short to medium
Velocity:
Months
Owner:
Chief Financial Officer
Description and impact:
A failure to effectively manage financial risks – including securing and
renewing funding, maintaining adequate cash flow and mitigating
exposure to macroeconomic pressures such as inflation, interest
rate fluctuations and regulatory changes – could compromise the
Group’s financial stability. This may impact profitability, restrict growth
and reduce the ability to meet financial commitments, ultimately
diminishing investor confidence and market value.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Current leverage ratio
• Total outstanding debt
• Current credit rating
Key controls:
• Maintenance of strong banking, debt and equity relationships
• Regular forecasting of cash flow and net debt
• Thorough focus on working capital cycles, with a clear set of KPIs
• Clear policy on provisions
• Strong focus on and monitoring of cash collection
• Regular reviews of payment terms with customers and supply chain
• Focus on working capital processes to reduce cycle times and
average daily net debt
• Resources allocated to drive cash performance and predictability
• Regular review of capital allocation policy to ensure plans are
affordable and the Group remains within required covenant and
rating agency parameters
Outlook
Financial market conditions are expected to remain uncertain in FY27,
with interest rate movements and economic conditions continuing to
influence liquidity, funding arrangements and counterparty risk.
PR2. Climate change and social impact
Appetite:
Cautious
Exposure
Horizon:
Short to medium
Velocity:
Years
Owner:
Chief Legal Officer
Description and impact:
An inability to quickly identify and effectively respond to the
challenges posed by climate change could hinder the Group’s
transition to a lower-carbon business and result in significant business
interruption and missing new opportunities for growth. Furthermore,
a failure to appropriately consider the environmental and social
impact of Mitie’s business and its activities may create a negative
perception with colleagues, customers, investors, government and the
general public. This could lead to failures in securing and/or retaining
contracts and sources of funding, as well as impacting negatively on
Mitie’s reputation.
Link to strategic priorities
Accelerating
growth
Key risk indicators:
• Carbon emissions (Scope 1 – trend against transition pathway)
• Fleet electrification (EV transition progress)
Key controls:
• Plan Zero
• ESG Committee
• Environmental Management System (ISO 14001) and Energy
Management System (ISO 50001)
• Climate change risk assessment maintained and approved by the
ESG Committee
• Key policies and associated operating procedures in place
• ISO 22301 – regular testing of crisis management and business
continuity plans
• Winter and summer preparedness planning at account level
• Ongoing reviews of Planned Preventative Maintenance (PPM) lifecycles
• Continuous horizon scanning via the Group’s Intelligence Hub, with
regular alerts to teams on potential threats and significant events
• Insurance cover in place to cover property damage and
business interruption
• Targets in place for Mitie’s social value framework pillars
• The Mitie Foundation – Giving Back, Mitie’s employee
volunteering programme
• Active apprenticeship scheme across the Group, training Mitie
colleagues to enhance operational delivery and address skills gaps
• ESG metrics captured and validated by third party
Outlook
Climate change and social impact risks are expected to remain
significant in FY27, with continued operational, regulatory and societal
pressures requiring sustained focus on resilience, compliance and
responsible business practices.
Environmental risks
Financial risks
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Governance
Financial statements
PR4. Health, safety and environment
Appetite:
Averse
Exposure:
Horizon:
Short to medium
Velocity:
Hours
Owner:
Chief Legal Officer
Description and impact:
Failure to maintain appropriately high standards in health, safety and
environmental management may result in catastrophic events, harm
to our colleagues, customer staff or members of the public, and
consequential fines, prosecution and reputational damage.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Lost time injury frequency rate (LTIFR)
• Incidents and near misses
• Insurance claims
Key controls:
• A comprehensive health, safety and environment (HSE) strategy in
place and under continual review for effectiveness
• Major cultural HSE programme, LiveSafe, continuing, with clear
rules, engagement and training for staff
• Regular training and communication delivered throughout the
Group, in accordance with the LiveSafe principles. LiveSafe
eLearning training programme sets out HSE expectations, including
‘stop the job’, supported by key safety message from the Chief
Executive Officer, Phil Bentley
• Health and safety management system certified to ISO 45001 and
environmental system to ISO 14001
• Fully integrated incident recording, monitoring and reporting system
• Regular HSE reviews conducted at Group and business unit level
• Clear and standardised KPIs to monitor progress and improvements
• Risk-based audit programme embedded
• Themes and root causes monitored from the results of audits to
target specific actions, including training
• HSE function Plan Zero champions, as part of the Plan
Zero programme to promote strategy and good practice in
environmental management
• Health and wellbeing framework integrated into the business
• Insurance cover in place to cover employers’ liability, public liability
and motor fleet insurance
• Focused zero-harm weeks concentrating on pertinent subjects to
further strengthen Mitie’s HSE culture
Outlook
Health, safety and environmental risks will remain a core focus
in FY27, with ongoing operational complexity and workforce
exposure requiring continued emphasis on compliance, training
and incident prevention.
PR8. Business resilience
Appetite:
Cautious
Exposure:
Horizon:
Short
Velocity:
Hours
Owner:
Chief Legal Officer and
Managing Director Business Services
Description and impact:
An inability to effectively respond to global events, such as a pandemic
or supply chain disruption, and/or a catastrophic event at a key business
location, could result in significant business interruption. The effect
on colleagues, customers and the supply chain could result in severe
consequences for the financial health and reputation of Mitie’s business.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Volume of emerging threat alerts
• Employee resilience awareness and training completion
• Number of critical incident response activations
Key controls:
• Key policies and associated operating procedures in place
• Dedicated specialist teams, including Risk, Information Systems,
Finance, Occupational Health, Supply Chain and Intelligence Hub
• Maintained and updated crisis and business continuity plans for key
activities across all Mitie operations, including key service providers
• Disaster recovery framework embedded and managed
• Stringent governance controls, including oversight from the Group Risk
Committee, with regular reporting to the Audit & Risk Committee
and the Board
• Close monitoring of supply chain to ensure continuity of critical supplies
• Internal and external compliance audits
• Certified to ISO 22301:2019 and operating in accordance with ISO
31000:2018, which is subject to annual external validation
• Regular Mitie Group Executive (MGX) testing of crisis management
and business continuity scenarios
• Continuous horizon scanning via the Intelligence Hub, with regular
alerts to teams on potential threats and significant events
• Critical Engineering and Technical Assurance programme to help
manage high-risk contracts
• Insurance cover in place to cover business interruption
• Agile working framework embedded
• Themes and root causes monitored from the results of audits to
target specific actions
• Digital supplier platform supports the efficiency of Mitie supply chain
processes (supplier onboarding/supplier health, contract lifecycle
management, sourcing and purchase to pay)
Outlook
Business resilience risks are expected to persist in FY27 due to
ongoing operational, technological and external threats, necessitating
continued investment in resilience capabilities and incident preparedness.
Operational risks
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PRINCIPAL RISKS AND UNCERTAINTIES
continued
PR10. Third-party management
Appetite:
Cautious
Exposure:
Horizon:
Short to medium
Velocity:
Weeks
Owner:
Chief Procurement Officer
Description and impact:
An inability to successfully manage strategic third-party relationships
or a failure involving a third-party partner could impact Mitie’s ability
to deliver, resulting in financial losses owing to fines and, in some
circumstances, significant reputational damage.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Third-party financial exposure
• Adequacy and availability of insurance cover
• Maintenance of required third-party accreditations
Key controls:
• Key policies and associated operating procedures, including Supplier
Management Programme
• Dedicated Procurement and Commercial teams
• Centre of Excellence and dedicated Risk and Compliance team
embedded within Procurement and Supply Chain team
• ‘Mitie First’ approach adopted
• Optimisation of preferred suppliers framework
• Rigorous onboarding framework integrated into business utilising
the digital supplier platform
• Defined service level agreements and KPIs
• Ongoing spending review
• Dedicated risk management and assurance procedures (including
targeted HSE assurance programme and internal audit) to ensure
that internal controls are operating effectively
• Ongoing review of third-party business continuity arrangements
with regular reporting to the Group Risk Committee
• Digital supplier platform facilitating supplier health and risk checks
(including insolvency risk) as well as invoice processing
• Procurement and supply chain insights
Outlook
Third-party risks are expected to remain elevated in FY27, driven by
supply chain financial pressures and assurance requirements.
PR15. Custodial operations management
(previously Prison management)
Appetite:
Cautious
Exposure:
Horizon:
Short
Velocity:
Days
Owner:
Managing Director Business
Services
Description and impact:
A failure to safely, securely and effectively deliver custodial operations
across prisons, escorting and detention services could lead to harm,
regulatory intervention, contractual failure and reputational damage.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Purposeful activity capacity (%)
• Number of prisoner-on-prisoner assaults
• Number of prisoner-on-staff assaults
Key controls:
• Weekly Mitie Group Executive (MGX) meetings
• Stringent governance controls are in place, including the introduction
of the Immigration & Justice Risk Oversight Committee, supported
by Group Risk Committee oversight and regular reporting to the
Audit & Risk Committee and Board.
• Designated subject-matter experts and industry leaders appointed
• A comprehensive HSE strategy in place and under continual review
for effectiveness
• Fully integrated incident management recording, monitoring and
reporting system
• Insurance cover in place. Regular testing of crisis management and
business continuity, including MGX-led simulations
• Risk-based audit programme embedded
• Designated Corporate Affairs and Legal support
• Proactive engagement with key external stakeholders
• ISO 22301 certification
• Daily media alerts
Outlook
Custodial management risks are expected to remain elevated in FY27,
reflecting ongoing operational constraints, population pressures and
the inherent risks associated with maintaining safety, stability and
purposeful activity within custodial environments.
Operational risks
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Strategic report
Governance
Financial statements
PR16. Contract risk and operational delivery
Appetite:
Cautious
Exposure: NEW
Horizon:
Short to medium
Velocity:
Weeks
Owner:
Managing Directors – Business
Services, Technical Services and
Mitie Projects
Description and impact:
Mitie’s broad service portfolio and critical operations across the
public and private sectors create inherent challenges in consistently
delivering high-quality services across diverse industries and
geographies. Without effective identification, evaluation and
management of risks and opportunities within customer contracts,
the Group could face reduced profitability, operational or regulatory
non-compliance, financial losses and reputational harm.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
As this is a new risk for FY26, our KRIs are pending internal approval
and will be disclosed in our FY27 reporting.
Key controls:
• Robust governance and monitoring processes to ensure contracts
are performed in accordance with their terms, including all relevant
key performance indicators and service levels
• Employee engagement, training and retention programmes to
ensure a motivated and skilled workforce, capable of delivering
high-quality service
• Continued enhancement of technological capabilities to drive
operational efficiencies, improve service reporting and mitigate
risks related to system outages or cyber-threats
• Proactive compliance framework that monitors changing laws
and regulations
• Strong supplier relationships
• Regular communication with customers and stakeholders to align
expectations and provide updates on key operational challenges
or changes
Outlook
Contract risk and operational delivery risks are expected to remain
elevated in FY27 due to the complexity of delivering critical services
across diverse contracts and environments.
PR14. Reputational damage
Appetite:
Averse
Exposure:
Horizon:
Short
Velocity:
Hours
Owner:
Mitie Group Executive
Description and impact:
Mitie’s participation in politically sensitive activities, such as the
provision of immigration removal services, draws media scrutiny and
amplifies the risks associated with misinformation and disinformation,
particularly in instances of perceived operational shortcomings.
The combination of Mitie’s involvement and inaccuracies in external
reporting could considerably damage the Group’s reputation,
resulting in the loss of customers’ trust, financial setbacks and long-
term challenges to Mitie’s stability, delivery and growth. Moreover, any
perceived operational shortcomings might affect customer delivery
and worsen reputational damage.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Sentiment score
• Volume of negative media and social sentiment
• Share price movement
Key controls:
• Weekly MGX meetings
• Proactive media outreach to ensure validity of reports, including
correction methods via ongoing media campaigns
• Proactive monitoring of social media platforms
• Designated media liaisons
• Proactive engagement with key external stakeholders
• Daily media alerts
• Enhanced targeted monitoring on groups identified as posing an
increased risk
• Designated Corporate Affairs and Legal support
Outlook
Reputational risks are expected to remain elevated in FY27, reflecting
heightened stakeholder scrutiny, media sensitivity and the potential
for external events or operational issues to rapidly impact sentiment
and market perception.
Operational risks
Reputational risks
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PRINCIPAL RISKS AND UNCERTAINTIES
continued
PR6. Regulatory
Appetite:
Averse
Exposure:
Horizon:
Short to medium
Velocity:
Days
Owner:
Chief Legal Officer
Description and impact:
Failure to comply with applicable laws and regulations may lead to
fines, prosecution and damage to Mitie’s reputation.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Number of employee tribunal claims
• Number of formal grievance cases
• Number of legal or regulatory prosecution cases
Key controls:
• Specialist legal and HSE expertise aligned with business units
• Code of Conduct for all colleagues
• Independent whistleblowing system available to all colleagues to
report any concerns
• Group-wide policies updated for changes to laws and regulations
and maintained in the online information management system
• Regular and thorough internal and external regulatory audits
• Training and awareness materials communicated to colleagues via
Mitie’s digital learning hub and monitoring of completion performed,
especially for mandatory courses
• Regular monitoring of legal and regulatory changes by Group
functions, including Company Secretariat, Legal, HSE and HR
• Financial governance and controls in place
• Commercial governance and controls in place
• Establishment of Internal Control Declaration framework ongoing,
to align with future corporate governance requirements
• AI governance and controls
Outlook
Regulatory risks are expected to remain elevated in FY27, reflecting
an increasingly complex regulatory environment and continued
scrutiny of employment practices, compliance and governance.
PR9. Employees
Appetite:
Cautious
Exposure:
Horizon:
Short to medium
Velocity:
Months
Owner:
Chief People Officer
Description and impact:
Significant challenges in attracting, recruiting and retaining suitably
talented people could lead to a detrimental skills shortage. This
shortage of skilled colleagues could adversely affect the delivery
of core operational activities and compromise the successful
implementation of long-term strategies. As a result, overall business
performance, growth and market competitiveness may be negatively
impacted, potentially leading to a decline in stakeholder confidence
and financial performance.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Proportion of vacancies filled by internal candidates
• Average time to offer
• New joiner turnover rate
Key controls:
• Consistent HR resourcing process and system across the Group
• Process in place for online training and development, with access
to online learning for all colleagues
• Consistent process to manage both temporary and permanent
recruitment
• Training and development programmes for senior leadership
• Developed talent identification, management and
development framework
• Performance management framework
• HR business partners aligned with business units
• Induction programme, mandatory for new starters
• Regular communications from leadership team – including Mitie
Group Executive country-wide roadshows
• Specific plans developed to address results of employee survey
• Competitive remuneration, terms and conditions
• Regular employee offers
• Succession plans in place for critical roles, especially for senior leadership
• Attraction strategy developed and deployed
• Enhanced benefits such as free shares, life assurance, virtual GP and
a salary advance scheme
• Careers website
• Employee Value Proposition (EVP)
• Career band framework
Outlook
People risks are expected to remain elevated in FY27 due to ongoing
labour market pressures, skills availability challenges and the need to
attract, retain and develop talent across the Group.
Regulatory risks
People risks
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Governance
Financial statements
PR3. Cyber security and data protection
Appetite:
Averse
Exposure:
Horizon:
Short
Velocity:
Hours
Owner:
Chief Technology and Digital
Officer
Description and impact:
In the normal course of business, Mitie collects, processes and retains
sensitive and confidential information about its customers, people and
operations. Hacking, phishing attacks, ransomware, insider threats,
physical breaches or other actions such as mistakes made by our own
people may cause this confidential information to be lost or misused.
Any data loss could affect customer delivery operations and may
result in a major data breach, leading to fines, remediation costs and
reputational damage.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Cyber risks outside of defined risk appetite
• Cyber security scorecard performance
• Data protection and cyber regulatory compliance status
Key controls:
• Continued alignment with Cyber Essentials Plus requirements, and
ISO 27001 certified Information Security Management System in place
• Internal processes and controls for all systems changes to ensure cyber
best practice and compliance with data protection laws and regulations
• Dedicated information security team and data privacy officers in place
• Assured cyber incident response company (level 1) engaged and on
retainer with a one-hour response time
• Outsourcing of routine IT operations to a highly skilled partner
organisation, Wipro, to improve IT resilience and controls. Includes
24/7 service, providing Mitie with an enhanced level of information
• Security monitoring and alerting: the 24/7 Cyber Defence Centre
service provided by Wipro actively monitors all alerts and incidents
raised by the various security tools
• Microsoft and Wipro cyber toolsets and proactive monitoring and
management of cyber-threats
• Clear strategy to utilise leading-edge cloud technology, delivering
disaster recovery and business continuity improvements
• Crisis management and business continuity testing focused on cyber-
attacks, a series of exercises aimed at ensuring that downtime is
minimised and customer trust is maintained
• Regular communications to colleagues to highlight IT risks and
expected behaviours
• Cyber security training
• Cyber insurance policy
• MGX Playbook for the management of a cyber-attack
• Security assessments by a leading firm of cyber security experts, including
a phased threat assessment and stress test on the Mitie network
Outlook
Cyber security and data protection risks are expected to remain elevated
in FY27, reflecting the evolving threat landscape, increasing digital reliance
and continued regulatory focus on data protection and resilience.
PR13. Adoption of new and emerging technologies
Appetite:
Eager
Exposure:
Horizon:
Medium to long
Velocity:
Months
Owner:
Chief Technology and Digital
Officer
Description and impact:
A failure to capitalise on new and emerging technologies, along with
an inability to implement vital infrastructure and systems, could have a
detrimental impact on the Group’s long-term growth and profitability.
Link to strategic priorities
Accelerating
growth
Operating margin
progression
Cash
generation
Key risk indicators:
• Number of high-risk technology and AI use cases
• Emerging technology and AI horizon scanning outputs
• Customer churn rate(s)
Key controls:
• Mitie Responsible and Ethical Use of Artificial Intelligence Policy
• AI Executive Oversight Committee
• AI Ethics Board
• Dedicated AI risk register
• AI directory
• AI Use Case Board
• Supplier assurance assessment
• Learning and development programme
Outlook
Risks associated with the adoption of new and emerging technologies
are expected to remain elevated in FY27, as the pace of technological
change and customer expectations continue to accelerate.
FOCUS AREAS FOR FY27
During FY27, the Group will continue to strengthen the maturity
and effectiveness of its enterprise risk and resilience capability. Key
areas of focus include the roll-out of enhanced resilience training
across operational teams to embed consistent risk awareness and
response at the frontline; the launch of a new risk and compliance
apprenticeship to build sustainable capability and strengthen
succession planning; and the incorporation of Artificial Intelligence
within the Group’s risk management platform to support more timely,
data-driven and informed risk analysis and decision-making.
Technological risks
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s172 STATEMENT
The Directors recognise their duty under Section 172(1) of the Companies Act 2006 and during the year have acted in good faith to promote the success
of the Company for the benefit of members as a whole. In doing so, they have had regard, among other factors, to those matters set out in Section 172(1)
(a–f) of the Companies Act 2006.
Pages 107 to 109 set out how the Board had regard to these matters when making key decisions during the year. They also detail how key stakeholders
have been considered and should be reviewed alongside the Group’s disclosures on strategy, business model, principal risks and uncertainties, culture and
workforce, stakeholder engagement, ESG and governance elsewhere in this report, as outlined in the table below.
s172 consideration
Further information
Pages
a) The likely consequences of any decision in the long term
• Strategy
• Business model
• Stakeholder engagement
• Board leadership and Company purpose
15
34 to 35
36 to 40
104 to 105
b) The interests of the Company’s employees
• Stakeholder engagement
• Sustainability statement
• Principal risks and uncertainties
• How the Board monitors culture
• ESG Committee report
• Directors’ remuneration report
36 to 40
52 to 83
84 to 95
110 to 113
130 to 132
133 to 148
c) The need to foster the Company’s business relationships with
suppliers, customers and others
• Sustainability statement
• Stakeholder engagement
• Principal risks and uncertainties
• Non-financial and sustainability
information statement
52 to 83
36 to 40
84 to 95
97
d) The impact of the Company’s operations on the community and
the environment
• Company purpose
• Sustainability statement
• Principal risks and uncertainties
• ESG Committee report
06
52 to 83
84 to 95
130 to 132
e) The desirability of the Company maintaining a reputation for high
standards of business conduct
• Strategy
• Business model
• Principal risks and uncertainties
• Non-financial and sustainability
information statement
• Board leadership and Company purpose
15
34 to 35
84 to 95
97
104 to 105
f) The need to act fairly as between members of the Company
• Business model
• Finance review
• Stakeholder engagement
• Directors’ report
34 to 35
46 to 51
36 to 40
149 to 151
97
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Strategic report
Governance
Financial statements
The table below and the information incorporated by reference comprises our Non-financial and sustainability information statement required by s414CA
and 414CB of the Companies Act 2006.
At Mitie, doing the right thing is key to our success and growth. It is what our reputation for integrity and trust is built on. That is why our Code of Conduct
(One Code) is at the heart of how we operate and brings together all our policies and procedures into one simple, practical guide for our people.
Many of the policies listed below can be found on our corporate website at www.mitie.com. Policies referenced are reviewed regularly.
Reporting requirement
Relevant policies/procedures
Due diligence/oversight
Annual Report
page reference
Environmental matters
We are committed to reducing
our environmental impact
through continual improvement
in environmental and
sustainability performance.
• Environmental Policy Statement
• Sustainability and Social Value Policy
• Waste Management Procedure
• Chief Executive’s review
• Sustainability statement
• ESG Committee report
• Directors’ remuneration
report
24 to 29
52 to 83
130 to 132
133 to 148
People
We aim to make Mitie a ‘Great
Place to Work’ to attract, retain
and support exceptional colleagues.
• People Policy
• Equality, Diversity and Inclusion Policy
• Health, Safety and Wellbeing Policy
• Speak Up – Mitie’s confidential whistleblowing service
• Stakeholder engagement
• Sustainability statement
• Key decisions in the year
• How the Board
monitors culture
36 to 40
52 to 83
108 to 109
110 to 113
Social matters
We support sustainable action and
social equality through skills, quality
jobs and community support.
• Sustainability and Social Value Policy
• Mitie Sustainable Procurement & Social Value
for Suppliers
• Volunteering Procedure
• Sustainability statement
• How the Board
monitors culture
52 to 83
110 to 113
Human rights
We are committed to fair,
respectful and inclusive working
practices, and expect high standards
of conduct across our operations
and supply chain.
• Modern Slavery Statement
• Guidance for suppliers on Modern Slavery and
Human Trafficking
• Employee Handbook
• Ethical Business Practice Policy
• Stakeholder engagement
• Sustainability statement
• Governance report
36 to 40
52 to 83
99 to 152
Anti-bribery and anti-corruption
We operate a zero-tolerance
approach to bribery and corruption
and expect the same standards
across our supply chain.
• Anti-Bribery & Corruption Guidance
• Entertaining Procedure
• Mitie Fraud Risk Management Policy
• Whistleblowing procedure
• Tax Strategy
• Sustainability statement
• How the Board
monitors culture
• Audit & Risk
Committee report
52 to 83
110 to 113
122 to 129
Business model
Our business model can be found on
pages 34 to 35
Principal risks
Our principal risks and uncertainties can be
found on pages 84 to 95
Non-financial KPIs
Non-financial KPIs can be found on
pages 32 to 33
Climate-related
financial disclosures
Climate-related financial disclosures are incorporated in
the Sustainability statement on pages 52 to 83
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
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Annual Report and Accounts 2026
VIABILITY STATEMENT
The UK Corporate Governance Code requires the Board to explain how
it has assessed the prospects of the Group and state whether it has a
reasonable expectation that the Group can continue to operate and meet
its liabilities, taking into account its current position and principal risks.
The Group’s principal markets and strategy are described in detail in the
FY26 Strategic report (pages 3 to 98).
The key factors affecting the Group’s prospects are:
• Mitie is the leading UK facilities management business with c.13%
of the market
• The outsourcing market is relatively insensitive to economic cycles
• We have a clear vision for our technology-centric growth strategy
• We are making good progress in our transformation programmes
• We have a diverse portfolio of blue-chip and public sector customers,
the largest of which constitutes <5% of revenue
The Directors believe that a three-year period is appropriate for the
viability assessment as it is supported by our strategic, budgeting and
business planning cycles and is relevant to the duration of the Group’s
existing contracts with customers, which is typically around three years.
It therefore represents a timeframe over which the Directors believe
they can reasonably forecast the Group’s performance.
In making this statement, the Directors have carried out a robust
assessment of the emerging and principal risks facing the Group, including
those that would threaten its business model, future performance,
solvency or liquidity. This includes the availability and effectiveness of
mitigating actions that could realistically be taken to avoid or reduce the
impact or occurrence of the underlying risks. In considering the likely
effectiveness of such actions, the conclusions of the Board’s regular
monitoring and review of risk management and internal control systems,
as described on page 85, are considered.
Base case projections for viability purposes have been made using
prudent assumptions:
• Modest revenue growth and broadly flat margin growth
• Working capital outflows in future years in line with revenue growth
• Future dividends in line with current policy
• Share buybacks continuing in FY27
• Settlement of existing provisions according to our best estimates
• Funding costs for ongoing transformation activities
• No significant changes to Group structure
The resulting financial model assesses the ability of the Group to
remain within financial covenants and liquidity headroom of existing
committed facilities.
The Group’s principal debt financing arrangements as at 31 March 2026
were a £250m revolving credit facility maturing in October 2028, which
was undrawn as at 31 March 2026, and £360m of US private placement
(USPP) notes. These financing arrangements are subject to certain financial
covenants which are tested every six months on a rolling 12-month basis,
as set out in the Finance review on page 51.
Of the USPP notes, £120m were issued in December 2022, split equally
across 8-, 10- and 12-year maturities, with a weighted average coupon of
2.94%. In December 2024, a further £60m of notes were drawn under
the shelf facility, maturing in December 2031 at a coupon of 5.71%. In
November 2025, an additional £180m of notes were issued related to
funding for the acquisition of Marlowe. These notes have maturities ranging
from three to seven years and carry a weighted average coupon of 5.44%.
The remaining undrawn capacity of the uncommitted shelf facility was
c.£120m at 31 March 2026, which can be drawn down until October 2027.
A range of scenarios that encompass the principal risks were applied to the
base case and are set out in the table below. The analysis also considered a
reverse stress test scenario to understand the reduction required to cause
a breach of financial covenants.
Scenario
Principal risks
1
Demand/operational shock
Assumptions
Revenue:
5% year-on-year revenue reduction
across assessment period
Costs:
£50m one-off cost in FY27 (or equivalent
amount of savings not being realised)
3,4,6,7,8,14,15
2
Inflation/employee/supply chain disruption
Assumptions
Margin:
2% gross margin erosion across
assessment period
1,2,9,10,12,13,16
3
Reverse stress test
n/a
In each of scenarios 1 and 2, the Group was able to continue operating within
debt covenants and liquidity headroom of its existing committed facilities
when factoring in mitigating measures. The conclusion from the reverse
stress test is that the likelihood of the reverse stress scenarios arising was
remote and therefore does not represent a realistic threat to the viability of
the Group. In reaching the conclusion of remote, the Directors considered
the following:
• All stress test scenarios would require a very severe deterioration
compared with the base case forecasts. Revenue is considered to be the
key risk, as this is less within the control of management. Revenue would
need to decline by approximately 28% (assuming the gross margin was
maintained) in the 12 months to March 2027 compared with the base
case, which is considered to be very severe given the high proportion of
Mitie’s revenue that is fixed in nature and the fact that in a Covid-hit year,
Mitie’s revenue excluding Interserve declined by only 1.6%
• In the event that results started to trend significantly below those
included in the Group cash flow model, additional mitigation actions have
been identified that would be implemented. These include the short-
term scaling down of capital expenditure, overhead efficiency/reduction
measures including cancellation of discretionary bonuses and reduced
discretionary spend, asset disposals and reductions in share buybacks
Based on this assessment, the Directors have concluded that there is
a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the three-year period
to 31 March 2029.
The Strategic report on pages 3 to 98 of Mitie Group plc, company
registration number SC019230, was approved by the Board of
Directors and authorised for issue on 3 June 2026.
It was signed on its behalf by
Phil Bentley
Chief Executive Officer
Simon Kirkpatrick
Chief Financial Officer
Governance
Strategic report
Financial statements
Mitie Group plc
Annual Report and Accounts 2026
99
Governance
UK Corporate Governance Code statement of compliance
Mitie applied all principles and complied with all relevant provisions of the UK Corporate Governance
Code 2024 (the Code) during FY26. Provision 29 of the Code applies to the Company from 1 April
2026. Details of how Mitie applied the principles set out in the Code (A to R below) and how governance
operates at Mitie have been summarised throughout this Annual Report and are set out on the pages
indicated in the table below. A copy of the Code can be found on the Financial Reporting Council’s website
at www.frc.org.uk.
Board leadership and Company purpose
A.
Board effectiveness
114
B.
Purpose, values, strategy and culture
104
C.
Board decision-making
108
D.
Engagement with stakeholders
107
E.
Oversight of workplace policies and practices
110
Division of responsibilities
F.
Role of the Chair
106
G.
Independence and division of responsibilities
105
H.
External commitments and conflicts of interest
119
I.
Board resources
105
Composition, succession and evaluation
J.
Appointments to the Board and succession planning
117
K.
Board composition and length of tenure
117
L.
Board and individual evaluation
114
Audit, risk and internal control
M.
Financial reporting
125
External audit and internal audit – independence and effectiveness
126
N.
Fair, balanced and understandable assessment
129
O.
Risk management and internal controls
127
Remuneration
P.
Remuneration philosophy
135
Q.
Remuneration policy
137
R.
Annual report on remuneration
139
100
Chair’s introduction to
governance and the Board
101
Board of Directors
104
Board leadership and
Company purpose
106
Division of responsibilities
108
Strategy and the Boardroom
110
How the Board monitors culture
114
Board effectiveness
117
Nomination Committee report
122
Audit & Risk Committee report
130
Environmental, Social
& Governance (ESG)
Committee report
133
Directors’ remuneration report
149 Directors’ report
152
Statement of Directors’
responsibilities
Contents
Mitie Group plc
Annual Report and Accounts 2026
100
“Good governance is how we make better
decisions – through clear accountability,
constructive challenge and a strong focus
on what matters most. It helps ensure
Mitie manages risk effectively and continues
to deliver for our colleagues, customers,
communities and shareholders.”
Christopher Rogers
Chair
CHAIR’S INTRODUCTION TO GOVERNANCE AND THE BOARD
Effective corporate governance is fundamental to how the Board
promotes long-term sustainable success for Mitie. In my first year as Chair,
I have focused on ensuring that our governance arrangements continue to
support high-quality decision-making, appropriate challenge and a culture
that aligns with our purpose and values.
Board focus during the year
During the year, the Board’s work has been centred on the matters most
material to the delivery of our strategy and the creation of sustainable
value. Key areas of focus included:
•
Strategy and performance:
Reviewing progress against strategic priorities
and the allocation of capital, including investment priorities and M&A, and
ensuring performance measures remain aligned to long-term value creation
•
Risk, resilience and internal controls:
With support from the Audit
& Risk Committee, reviewing management’s assessment of principal
and emerging risks, risk appetite and the adequacy of mitigation plans,
with increased emphasis on the effectiveness of our internal control
environment in line with the Code
•
Culture and workforce:
Reviewing culture indicators and workforce
insights, and how workforce policies and practices support delivery of
strategy and safe, responsible operations
•
Stakeholder engagement:
Considering feedback from shareholders,
customers, colleagues, suppliers and communities, and how this has informed
Board decisions (including our Section 172 considerations). Key decisions
made by the Board during FY26 and their impact on key stakeholders can
be found on pages 107 to 109 and work carried out by our designated Non-
Executive Director for workforce engagement, Jennifer Duvalier, can be
found on pages 112 to 113.
•
Board and Committee effectiveness:
Agreeing priorities arising from our
Board performance review and ensuring actions are tracked to completion
•
Succession planning:
Through the Nomination Committee, reviewing
Non-Executive Director and CEO succession plans to ensure leadership
continuity, maintain an appropriate balance of skills and experience on the
Board, and support long-term strategic delivery
Governance changes
During the year, we refreshed the Audit Committee and remit to
ensure our governance remained proportionate and effective. Penny
James succeeded Mary Reilly as Chair of the Audit Committee, and the
Committee’s remit was expanded to include oversight of enterprise risk
management and renamed the Audit & Risk Committee. This reflects
the growing importance of integrated oversight of financial reporting,
risk management and internal control, and supports clearer Board-level
accountability for the end-to-end control environment.
We said farewell to Derek Mapp at the 2025 AGM, and to Roger Yates,
who retired from the Board in December 2025. Jennifer Duvalier took
on the role of Senior Independent Director from Roger with effect from
1 January 2026.
Reporting against the Code
This Annual Report explains how we have applied the principles of the
Code and complied with its provisions for the year under review. We
have increased our focus on the governance outcomes expected under
the Code’s audit, risk and internal control section, including how the
Board monitors the effectiveness of the risk management and internal
control framework. Where relevant, we also describe the programme of
work underway to support future reporting requirements as they come
into effect.
Annual General Meeting
The AGM is a significant event in the Company’s corporate
calendar, offering an opportunity for engagement with shareholders.
Shareholders are invited to attend the meeting in person to cast
their votes and ask questions, or to view the proceedings via a live
webcast. Additionally, shareholders can submit questions via email to
investorrelations@mitie.com. Detailed instructions on how to register
and participate in the webcast are provided in the Notice of AGM.
Board evaluation
This year’s Board and Committee evaluation was conducted internally.
I am pleased to confirm that the Directors’ view is that the Board and
each Committee are functioning effectively. Further details on the Board
evaluation can be found on pages 114 to 116.
Governance priorities for the year ahead
Governance priorities for the year ahead include:
•
Succession planning:
Maintaining a forward-looking approach to succession
for key Board and Committee roles and ensuring the Board’s collective
skills remain aligned with strategy and the emerging risk landscape
•
Board performance review actions:
Tracking delivery of agreed actions
to further improve Board effectiveness, oversight and decision-making
•
Stakeholder engagement and transparency:
Ensuring stakeholder
insights continue to inform the Board agenda and disclosure, with clear
reporting on outcomes and impact
Christopher Rogers
Chair
NC
101
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
ARC
NC
RC
ESG
BOARD OF DIRECTORS
Christopher Rogers
Non-Executive Chair
Date of appointment to the Board
19 March 2025
Other current appointments
Christopher is Chair of Wickes Group plc and
Senior Independent Director of Kerry Group.
Past roles
In his executive career, Christopher was an
Executive Director of Whitbread plc from
2005 to 2016, where he held the position of
Chief Financial Officer from 2005 to 2012,
and then Global Managing Director of Costa
Coffee from 2012 to 2016. Prior to Whitbread,
Christopher held senior commercial and finance
roles at Kingfisher plc and Woolworths Group.
Christopher has also been a Non-Executive
Director at Vivo Energy plc, Travis Perkins plc
and Sanderson Design Group plc.
Skills and experience
• Extensive board and executive leadership
experience
• Strong financial management and risk
oversight, with expertise in audit and
remuneration committees
• Proven success in the food service and retail
sectors, with a deep knowledge of commercial
and strategic growth
• Fellow of the Institute of Chartered
Accountants in England and Wales and former
visiting Fellow at a UK university
Phil Bentley
Chief Executive Officer
Date of appointment to the Board
1 November 2016
Other current appointments
None
Past roles
Phil was Group Chief Executive Officer of Cable
& Wireless Communications plc from January
2014 until its sale to Liberty Global plc in May
2016. Prior to that, he was a member of the
Board of Centrica plc from 2000 to 2013, while
also Managing Director of British Gas from 2007
to 2013, Managing Director, Europe from 2004
to 2007 and Group Finance Director from 2000
to 2004. His prior non-executive directorships
include IMI plc from 2012 to 2014 and Kingfisher
plc from 2002 to 2010. His earlier career was in
international roles with BP and Diageo.
Skills and experience
• Executive and non-executive experience with
FTSE 100 companies for over 25 years
• Significant strategic and commercial
experience at both national and global levels
• Exceptional executive and leadership
experience across a number of sectors
• Extensive financial and investment
community experience
• Accountant by profession, with a master’s
degree from University of Oxford and an
MBA from INSEAD, Fontainebleau
Simon Kirkpatrick
Chief Financial Officer
Date of appointment to the Board
1 April 2021
Other current appointments
None
Past roles
Simon joined Mitie in July 2019 from Balfour
Beatty plc, where he held a number of senior
finance roles, including Finance Director for
Major Projects and Group Head of Financial
Planning & Analysis. He began his professional
career with Ernst & Young, where he was a
Director in the Energy practice.
Skills and experience
• Significant UK and international plc experience
• Proven track record in transforming complex
contracting businesses
• Exceptional financial experience and extensive
strategic and commercial experience across a
number of sectors
• Chartered accountant, with a law degree from
University of Exeter
Audit & Risk
Committee member
Committee Chair
Nomination
Committee member
Remuneration
Committee member
ESG Committee
member
NC
RC
ARC
NC
ESG
ARC
RC
NC
102
Mitie Group plc
Annual Report and Accounts 2026
ARC
NC
RC
ESG
Jennifer Duvalier
Senior Independent Director
Date of appointment to the Board
26 July 2017
Other current appointments
Jennifer is a Non-Executive Director, Chair of the
Remuneration Committee and a member of the
Nomination and Cyber Security Committees of
NCC Group plc, as well as Senior Independent
Director and a member of the Audit and Risk,
Nomination and Remuneration Committees of
Trainline plc. Additionally, Jennifer is a Director of
The Cranemere Group Limited, where she is also
Chair of the Sustainability Committee; a Trustee
of Somerset House (a registered UK charity); an
external advisor to the Wellcome Trust; and an
independent Council member of King’s College
London, where she is also a member of the
People Committee. Jennifer also acts as Chair
of Mitie’s Independent Prison and Immigration
Review Board.
Past roles
Jennifer was a Non-Executive Director and
Chair of the Remuneration Committee
of Guardian Media Group plc from May
2014 to April 2023. She was Executive Vice
President, People for ARM Holdings plc, a
global technology business, from September
2013 to March 2017, and was also an Executive
Committee member with responsibility for its
people and internal communications activity.
Skills and experience
• Leadership development, talent acquisition and
management, and succession planning
• People strategy, organisation development and
change management
• Employee engagement and internal
communications
• ESG-centred activities
• Executive remuneration and performance
management experience
• MA (Hons) in English and French from
University of Oxford
Penny James
Independent Non-Executive Director
Date of appointment to the Board
1 February 2024
Other current appointments
Penny is Non-Executive Director and Chair
of the Risk Committee of St. James’s Place
plc, and Non-Executive Director, Chair of the
Audit Committee and a member of the Risk
Committee of Vitality UK (Life and Health). She
is additionally Non-Executive Director of QBE
Insurance Group Limited and Chair of the FTSE
Women Leaders Review.
Past roles
Penny was Senior Independent Director of
Hargreaves Lansdown plc from September
2021 to March 2025. She was also previously
Chief Financial Officer, and later Chief Executive
Officer, of Direct Line Insurance Group plc from
November 2017 to January 2023. Prior to this,
she was Director of Group Finance, and later
Group Risk Officer, of Prudential plc. Penny’s
other prior roles include Group Chief Financial
Officer at Omega Insurance Holdings Limited
and Chief Financial Officer of UK General
Insurance at Zurich Financial Services Ltd. Penny
was a Non-Executive Director of Admiral
Group plc from 2015 to 2017, Chair of the
Financial Conduct Authority’s Practitioner Panel
from March 2022 to January 2023, and a Board
member of the Association of British Insurers.
Skills and experience
• Extensive financial services experience with
strong leadership, finance and risk expertise
• Strategic mindset and experience in business
transformation
• Chartered accountant, with a degree in
statistics from University of Bath
Chet Patel
Independent Non-Executive Director
Date of appointment to the Board
1 April 2022
Other current appointments
With over 20 years’ commercial experience
at BT Group, Chet is currently its Managing
Director, BT International.
Chet is also a Non-Executive Advisor for
Dentons and acts as a mentor for tech
start-up organisations.
Past roles
Chet was a Non-Executive Director at London
First between 2013 and 2017. He was also
a Non-Executive member of the London
Enterprise Panel between 2013 and 2016.
Prior to joining BT Group in 2006, Chet worked
for Charles Schwab.
Skills and experience
• Proven ability to challenge and support
executive teams, ensuring accountability and
alignment with shareholder interests
• Commercial expertise in the B2B service
environment, with a strong focus on driving
growth and sales strategies
• Deep knowledge of business technology, cyber
security and digital transformation
• Skilled in corporate strategy, risk
management, and stakeholder engagement,
including with government, regulators and
international partners
• MBA from Henley Management College
• Honours degree in economics and politics from
University of Leeds
Audit & Risk
Committee member
Committee Chair
Nomination
Committee member
Remuneration
Committee member
ESG Committee
member
BOARD OF DIRECTORS
continued
ESG
ARC
NC
RC
ESG
NC
103
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Gender diversity
Female
4
Male
4
Ethnicity diversity
British Asian
1
British Indian
1
White British
6
Director age range
41–50
2
51–60
3
61–70
2
71–80
1
Director independence
Chair
1
Executive
2
Independent
5
Director tenure
Less than 6 years
5
6–9 years
2
Over 9 years
1
ARC
NC
RC
ESG
Peter Dickinson
Chief Legal Officer & Company Secretary
Date of appointment to the Board
6 March 2017
Other current appointments
Peter is a member of Mitie’s Independent Prison
and Immigration Review Board.
Past roles
Peter was a partner at the global law firm Mayer
Brown International LLP (and its predecessor
firm) between 1995 and 2017 and played a leading
role in developing the firm’s Technology, Media
and Telecoms (TMT) practice.
Between 2005 and 2015, Peter was the head of
Mayer Brown’s Corporate practice in London.
Between 2008 and 2015, he was the co-head of
Mayer Brown’s global Corporate practice. From
2015 until March 2017, he co-headed Mayer
Brown’s global Technology Transactions practice.
Skills and experience
• Substantial experience of providing legal,
regulatory and commercial advice at
Board level
• Significant experience advising on corporate
merger and acquisition transactions, joint
ventures and other significant commercial
transactions, including large-scale multi-
jurisdictional outsourcing projects
• Qualified solicitor with an LLB (Hons) law
degree from University of Southampton
Audit & Risk
Committee member
Committee Chair
Nomination
Committee member
Remuneration
Committee member
ESG Committee
member
Mary Reilly
Independent Non-Executive Director
Date of appointment to the Board
1 September 2017
Other current appointments
Mary is Senior Independent Director and Chair of
the Audit Committee of Essentra plc. Additionally,
Mary is an Independent Non-Executive Director
and Chair of the Audit Committee of Gemfields
Group Limited and on the Board of Mar Holdco
S.a.r.l, a privately held Luxembourg company. Mary
is also a Trustee of the PDSA.
Past roles
Mary was a Non-Executive Director of Cazoo
Group Ltd during 2023, a Non-Executive
Director and Chair of the Audit Committee
of Travelzoo from 2013 to 2022 and a Non-
Executive Director and Chair of the Audit
Committee of Ferrexpo plc from 2015 to 2019.
She was also a Non-Executive Director and
Chair of the Audit & Risk Committee of the
UK Department for Transport and of Crown
Agents Limited from 2013 to 2017. Prior to this,
she was a Non-Executive Director of Cape plc
from 2016 to 2017. She has served as a Non-
Executive Director on several other boards
since 2000. She was a partner in Deloitte LLP
(and predecessor firms) for over 25 years.
Skills and experience
• Exceptional audit, risk management and
assurance experience
• Accounting, finance and international experience
• Chartered accountant, with a degree in history
from University College London
Salma Shah
Independent Non-Executive Director
Date of appointment to the Board
1 April 2022
Other current appointments
Salma is founder of Kraken Strategy, a
communications and policy consultancy.
Past roles
Salma was a Partner at Portland
Communications from 2021 to February 2023
and Chief of Staff to the Home Secretary from
2018 to 2019. Salma held special advisor roles
in several government departments between
2014 and 2018, including the Ministry of
Housing, Communities and Local Government,
Department for Business, Innovation and Skills,
and Department for Culture, Media and Sport.
Prior to this, Salma worked for BBC News as a
news and political programmes producer from
2012 to 2014.
Skills and experience
• Public sector expertise
• Extensive experience in public policy, public
affairs and communications
• An honours degree in journalism and politics
from University of Salford
Board of Directors at a glance (at 31 March 2026)
104
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Annual Report and Accounts 2026
BOARD LEADERSHIP AND COMPANY PURPOSE
The Board
The Company’s formal governance framework underpins the Group’s operations.
The Board is responsible and accountable to shareholders for the sustainable long-term success of the Company. Subject to UK company
law and the Company’s Articles of Association, the Directors may exercise all the powers of the Company, and may delegate authority
to Committees and day-to-day management and decision-making to individual Executive Directors.
INFORMING
REPORTING
Board Committees
Mitie has four formal Board Committees: Audit & Risk, Nomination, Remuneration and Environmental, Social & Governance (ESG).
The Committees support the Board by managing specific tasks or areas delegated to them. They examine critical areas in detail,
facilitating informed decision-making and dedicated oversight, as well as offering expert guidance for the whole Board.
Mitie Group Executive (MGX)
The MGX includes senior members of management from each business unit and central Group functions. The MGX meets weekly to discuss
and implement the Group’s strategic objectives. The Board is updated on matters discussed at MGX meetings at Board meetings as part of the
Chief Executive Officer’s regular update paper, and on an ad hoc basis as required.
In addition to the four main Board Committees, the Company has a Disclosure Committee, an informal Bid Committee and a Group Risk
Committee. The Company also established the Independent Prison and Immigration Review Board (I-PIRB).
Disclosure Committee
Chaired by the Chief Executive
Officer, its members include the
Chair, Chief Financial Officer,
Chief Legal Officer & Company
Secretary and the Deputy General
Counsel. Its purpose is to assist
and inform decisions of the Board
concerning the identification of
inside information and to make
recommendations about how and
when the Company should disclose
that information in accordance with
the Company’s disclosure policy.
Bid Committee
Chaired by the Chief Executive
Officer, its members include the
Chief Financial Officer, Chief Legal
Officer & Company Secretary,
relevant members of the MGX
and members of the sales team.
The Bid Committee meets as part
of regular MGX meetings and met
most weeks during FY26. The
Bid Committee’s purpose is to
consider material bid submissions
and to determine whether such
bids meet the Group’s financial,
commercial and legal objectives.
Group Risk Committee
Chaired by the Chief Legal Officer
(who holds the role of Chief Risk
Officer & Company Secretary at
Mitie) and comprising the Managing
Directors of each of the divisions,
the heads of all functions, and
relevant subject-matter experts,
it is responsible for overseeing the
implementation of the Group’s
Enterprise Risk Management
framework from an operational
perspective, consistent with Mitie’s
risk appetite.
Independent Prison and
Immigration Review Board
The I-PIRB is a strategic advisory
body established by Mitie to
provide independent expertise
and oversight across its prison
and immigration services. The
I-PIRB brings together leading
practitioners, academics and
senior executives to support
high standards of performance,
transparency and continuous
improvement across these sectors.
More detail can be found on
page 115.
Audit & Risk Committee
Purpose: to monitor the
integrity of the financial
statements and effectiveness of
internal controls, enterprise risk
management, risk management
systems, fraud prevention
mechanisms, and internal and
external audits. To review the
principal risks and uncertainties
of the Company and advise the
Board on risk.
Further information can be
found on pages 122 to 129.
Nomination Committee
Purpose: to evaluate and make
recommendations regarding
the composition, diversity,
experience, knowledge, balance
of skills and independence of
the Board and its Committees.
Further information can be
found on pages 117 to 121.
Remuneration Committee
Purpose: to determine
and review the Group’s
remuneration policy and
monitor its implementation.
Further information can be
found on pages 133 to 148.
ESG Committee
Purpose: to provide oversight
and governance for all of Mitie’s
ESG initiatives, ensuring they
are aligned to Mitie’s purpose,
promises and values.
Further information can be
found on pages 130 to 132.
INFORMING
REPORTING
105
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Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Purpose of the Board
The purpose of the Board is to provide leadership and direction to the
Group’s management within a framework of controls which enable risk
to be adequately assessed and managed.
Mitie’s governance framework is set out on page 104.
Matters reserved for the Board
A schedule of key matters and responsibilities that are to be dealt with
exclusively by the Board is maintained and regularly reviewed. The
schedule was last reviewed by the Board in January 2026 and is available
on Mitie’s website.
The key responsibilities of the Board include:
• Promoting the long-term sustainable success of the Company, ensuring
that workforce policies and practice support the Company’s long-term
sustainable success and are consistent with Mitie’s values
• Approving the Group’s long-term objectives and commercial strategy
• Establishing Mitie’s purpose, promises and values and satisfying itself that
these are aligned to the Group’s strategy
• Reviewing performance in light of the Group’s strategy, objectives,
business plans, budgets and ESG targets
• Approving the annual budget
• Approving the half-yearly financial report and Annual Report and
Accounts in accordance with legal and regulatory requirements
• Ensuring the Group’s compliance with statutory and regulatory obligations
• Reviewing the effectiveness of the Group’s risk and control processes
• Reviewing the Company’s capital allocation policy and approving
shareholder returns through dividends and share buybacks
• Approving all material acquisitions and disposals, and material
contractual and other operational matters
• Ensuring adequate succession planning for the Board and
senior management
• Undertaking a formal and rigorous review annually of its own
performance and that of its Committees and individual Directors
• Making arrangements for dialogue with shareholders, canvassing
shareholder opinion and engaging with shareholders in relation to
any shareholder resolution which is opposed by more than 20% of
the votes cast
Board meeting process
The Chair is responsible for setting the Board meeting agenda and for
ensuring that the style and tone of Boardroom discussions promote
effective decision-making and constructive debate.
Each Board meeting agenda is produced in consultation with the Chair,
using items from a yearly meeting planner, actions arising from previous
meetings, project progress updates and any relevant governance and
regulatory matters. Items may also be added to the agenda at the request
of a Board member or in response to emerging issues.
Attention is given to timings for each agenda item to ensure that adequate
time is allocated for effective discussion and debate.
To allow sufficient time for the Directors to review Board meeting
materials and seek any clarification needed ahead of the meeting, Board
meeting materials are distributed to the Directors no fewer than five clear
calendar days prior to the meeting via a secure electronic Board portal.
Board paper guidelines and templates are provided to authors of meeting
materials to maintain a consistently high standard.
Mitie operates as ‘One Mitie’ and collaborates across all business areas,
facilitating greater consistency in processes and information control, which
aids in the preparation of consistent, high-quality and relevant Board
meeting materials. Authors of Board meeting materials consider the
impact, views and needs of key stakeholder groups, as well as the likely
consequences of decisions in the long term, assisting Board discussions
and decision-making.
The Chair ensures that all Directors feel they can voice their opinion,
be listened to and contribute to the decision-making process.
Function heads and members of management are invited to attend Board
meetings to present their items to the Board and answer questions.
Company purpose
The Board is responsible for establishing Mitie’s purpose and values, and
satisfying itself that these, its strategy and culture are aligned. Further
information on Mitie’s Company purpose, ‘Better Places; Thriving
Communities’, can be found on page 6.
Advice of the Chief Legal Officer
& Company Secretary
All Directors have access to the advice of the Chief Legal Officer &
Company Secretary through various channels, including the Chief Legal
Officer & Company Secretary’s Board report, which is presented at every
Board meeting, and a secure electronic Board portal, which is kept up to
date with the latest governance-related information and guidance. The
Chief Legal Officer & Company Secretary and Company Secretariat team
are also available to the Directors on an ad hoc basis as required. The
Chief Legal Officer & Company Secretary helps the Board ensure it has the
appropriate policies, processes, information, time and resources in order to
function effectively and efficiently.
The Board is responsible for the appointment and, where applicable,
removal of the Company Secretary.
Division of responsibilities
All Non-Executive Directors are considered independent when assessed
against the circumstances set out in Provision 10 of the Code. The Chair
was considered independent against these circumstances on appointment.
The Board continues to support separation of the roles of Chair and Chief
Executive Officer and considers itself to have an appropriate balance of
Executive Directors and Independent Non-Executive Directors. No one
individual or small group of individuals dominates Board decision-making.
As detailed on page 106, there is a well-defined separation of duties
between the positions of Chair and Chief Executive Officer. To facilitate
the efficient execution of these responsibilities, the Chair and Chief
Executive Officer engage in regular discussions outside of Board meetings,
ensuring a consistent and effective exchange of information.
There is a clear division of responsibilities between leadership of the
Board and executive management leadership of Mitie’s business. Key
responsibilities of the Board, its Committees and its members are agreed
by the Board and documented in writing. These responsibilities are
summarised on page 106. Further detail is publicly available at
www.mitie.com/investors/corporate-governance.
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Mitie Group plc
Annual Report and Accounts 2026
DIVISION OF RESPONSIBILITIES
Non-Executive Directors
Chair
In his role as Chair, Christopher Rogers’ responsibilities include:
• Leading and chairing the Board, Nomination Committee and
shareholder general meetings
• Ensuring overall effectiveness of the Board in all aspects of its role
• Setting Board agendas, taking into account the issues and concerns
of all Board members
• Ensuring appropriate delegation of authority from the Board to
executive management
• Demonstrating objective judgement
• Promoting a culture of openness and debate
• Managing the Board to ensure sufficient time is allocated to promote
healthy discussion and open debate, supported by the right level and
quality of information to assist the Board in reaching its decisions
• Holding meetings with the Non-Executive Directors without the
Executive Directors present
• Ensuring that new Directors participate in a full, formal and tailored
induction programme
• Ensuring that the performance of the Board, its Committees and
individual Directors is evaluated at least once a year and acting on the
results of such evaluation
• Maintaining sufficient contact with major shareholders to understand
their issues and concerns
• Ensuring that the views of shareholders are communicated to the Board
Senior Independent Director
Jennifer Duvalier assumed the position of Senior Independent
Director from Roger Yates, following his resignation from the Board
on 31 December 2025. In her role as Senior Independent Director,
Jennifer’s responsibilities include:
• Providing support and guidance to the Chair as a trusted advisor
• Serving as an intermediary for other Directors when required
• Conducting the Chair’s annual performance evaluation
• Leading the appointment process for a new Chair if necessary
• Acting as Chair of the Board in the absence of the Chair
• Offering shareholders an alternative point of contact if they have
concerns which have not been resolved through the normal channels,
or for which such contact is inappropriate in the circumstances
Non-Executive Directors
The responsibilities of Non-Executive Directors include:
• Scrutinising and holding to account the performance of
management and individual Executive Directors against agreed
performance objectives
• Exercising independent judgement and skill
• Constructively challenging proposals based on relevant individual
experience, knowledge and skills
• Contributing to the formulation and development of strategy
and offering specialist advice
• Monitoring corporate reporting to ensure integrity of
financial information
• Playing a key role in determining the remuneration policy for the Chair,
Executive Directors, Chief Legal Officer & Company Secretary and
the senior executive team
• Holding a primary role in Board succession planning
Executive Directors
Chief Executive Officer
In his role as Chief Executive Officer, Phil Bentley’s responsibilities include:
• All aspects of the operation and management of the Group within the
authorities delegated by the Board
• Developing Group objectives and strategy, having regard to the
Group’s responsibilities to its shareholders, customers, colleagues and
other stakeholders
• The successful achievement of objectives and execution of strategy
following presentation to, and approval by, the Board
• Recommending to the Board an annual budget and long-term business
plan and ensuring their achievement following Board approval
• Optimising the use and adequacy of the Group’s resources
• Managing the Group’s risk profile, including the health and safety
performance of the business
• Making recommendations to the Remuneration Committee
on remuneration policy, executive remuneration and terms of
employment of the senior executive team
Chief Financial Officer
In his role as Chief Financial Officer, Simon Kirkpatrick’s
responsibilities include:
• Leading, directing and overseeing all aspects of the finance and
accounting functions of the Group
• Evaluating, approving and advising on the financial and commercial
impact of material contracts and transactions (including mergers and
acquisitions), technology investments, long-range planning assumptions,
investment return metrics, risks and opportunities, and the impact of
changes in accounting standards
• Managing relationships with the external auditor and key financial
institutions and advisors
• Ensuring effective internal controls are in place and compliance
with appropriate accounting regulations for financial, regulatory
and tax reporting
• Leading, directing and overseeing the Group’s Finance, Treasury,
Tax and Internal Audit functions
Chief Legal Officer & Company Secretary
In his role as Chief Legal Officer & Company Secretary, Peter Dickinson’s
responsibilities include:
• Advising the Board on governance matters and the Directors on their
duties, including on all aspects of the Group’s governance framework
and the application of its delegated authorities
• Ensuring the Group’s compliance with corporate legislation and the
Company’s Articles of Association
• Supporting the Board in ensuring it has the policies, processes,
information, time and resources to function effectively and efficiently
• Leading, directing and overseeing the Group’s Legal, Company
Secretarial, Pensions, Property, Insurance, Health & Safety, Risk &
Compliance and Sustainability functions
• Managing the Group’s relationship with the Cabinet Office
• Identifying and recommending to the Board acquisitions and disposals
• Leading, directing and overseeing the Strategic Projects Office and the
implementation of any projects thereunder
• Overseeing the Group’s margin enhancement initiatives programme
• Chief Risk Officer
• In his role as Chief Risk Officer, Peter Dickinson’s responsibilities include:
– Overseeing the implementation of Mitie’s Enterprise Risk
Management framework
– Chairing the Group Risk Committee
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Governance
Financial statements
Director attendance
The Board and its Committees held regular scheduled meetings during FY26. Senior executives and advisors were invited to attend and present at these
meetings as required. The table below sets out attendance by Directors. Attendance is expressed as the number of meetings attended out of the number
of meetings applicable for the Director to attend. In circumstances where a Director is unable to attend a meeting, the Director receives meeting papers in
advance and has the opportunity to comment ahead of the meeting.
Position
Name
Board
Nomination
Committee
Audit & Risk
Committee
Remuneration
Committee
ESG
Committee
Chair
Christopher Rogers
1
7/7
3/3
–
–
–
Executive Directors
Phil Bentley
7/7
–
–
–
–
Simon Kirkpatrick
7/7
–
–
–
–
Independent Non-
Executive Directors
Jennifer Duvalier
7/7
3/3
–
4/4
–
Penny James
7/7
3/3
6/7
–
6/6
Chet Patel
7/7
3/3
7/7
4/4
–
Mary Reilly
7/7
3/3
7/7
–
–
Salma Shah
7/7
3/3
–
4/4
6/6
Directors who
ceased to hold office
during FY26
Derek Mapp
2
1/1
–
–
–
–
Roger Yates
3
5/5
1/1
5/5
3/3
–
1.
Christopher Rogers assumed the role of Chair of the Board following the FY25 Annual General Meeting on 22 July 2025.
2. Derek Mapp stepped down from the Board on 22 July 2025 following the conclusion of the FY25 Annual General Meeting.
3. Roger Yates resigned from the Board effective 31 December 2025.
Setting strategy
The Board reviews and agrees the strategy for the Group on an annual
basis and reviews aspects of strategy at Board meetings throughout the
year. The Board’s annual strategy day for FY26 was held in September
2025. When debating the Group’s strategy, the Board discussed a wide
range of matters, including, but not limited to:
• Financial performance and analysis
• Assessment of progress and plans by division
• Growth drivers
• Valuation and capital allocation
• Stakeholders
How governance contributes to the delivery
of strategy
Details of how opportunities and risks to the future success of the business
have been considered and addressed can be found in the Strategic report
on pages 12 to 13, 56 to 69 and 84 to 96. Details of the sustainability of
Mitie’s business model can be found in the Strategic report on pages 34
and 35. Mitie’s governance framework underpins the delivery of strategy
and can be found on page 104. An overview of the Group’s strategy can be
found in the Strategic report on pages 24 to 29.
How the Board considers the views of stakeholders
The Board recognises the significance of establishing and maintaining robust
relationships with all stakeholder groups. The Board periodically reviews
and discusses the Group’s key stakeholders along with the engagement
mechanisms in place to support effective two-way communication. Further
details of the Group’s stakeholder engagement mechanisms are available in
the Strategic report on pages 36 to 40.
Mitie’s Section 172(1) statement can be found in the Strategic report on
page 96. Details of key decisions made during FY26 and how the Board
considered Section 172 matters in decision-making can be found on the
following page.
Dialogue with shareholders
The Board is committed to ongoing, proactive engagement with
shareholders. Mitie runs a year-round programme of formal and informal
events, investor meetings and presentations to communicate the Group’s
performance, strategy and objectives, and to provide a forum for
shareholders to raise questions and concerns. Executive Directors lead this
programme with support from Investor Relations, responding to meeting
and call requests from existing and prospective investors and sell-side
analysts. The Board receives regular updates on investor feedback, broker
insights and analyst reporting. The Chair ensures the Board is aware of any
matters raised by major shareholders, undertakes an annual roadshow to
meet shareholders and, together with the Non-Executive Directors and
Committee Chairs, is available to meet shareholders on request. Further
information is available at www.mitie.com/investors.
How the Board considers Section 172 matters
in decision-making
The Board’s consideration of Section 172 matters is integrated into its
governance processes and the way decisions are prepared and approved.
In practice, this includes:
• Taking into account both the strategic alignment and long-term
implications of material proposals, including resilience and scenario
analysis where relevant
• Considering stakeholder insights (including workforce, customer and
supplier perspectives) and how these influence the Board’s view of risks
and opportunities
• Having regard to the Group’s culture, values, standards of business
conduct and reputation, and whether appropriate controls and assurance
are in place
• Agreeing key measures of success and monitoring outcomes after
decisions are taken
The Board receives regular reporting on stakeholder engagement and
performance indicators and interacts directly with stakeholders through a
range of channels, including colleague listening sessions through the Board
Listening Programme, customer engagement, investor meetings and site
visits. More detail on this can be found on pages 36 to 40.
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STRATEGY AND THE BOARDROOM
Context and rationale
During the year, the Board considered and approved the acquisition
of Marlowe plc, a specialist provider of testing, inspection and
certification services. This acquisition supports the Group’s strategy
by extending its facilities management and facilities transformation
leadership position into business-critical Facilities Compliance services,
a sector characterised by high recurring revenues, strong margins and
tightening regulatory requirements.
The Board concluded that the acquisition would enhance the Group’s
long-term growth and resilience by broadening capability in priority
areas (including fire & security and water & environmental services
compliance), increasing self-delivery and technical expertise, and
creating national scale in a fragmented market. The acquisition also
creates opportunities to deepen customer relationships through
the cross-selling of complementary services across the enlarged
customer base.
How the Board had regard to Section 172 matters
In reaching its decision, the Board considered the long-term benefits
and strategic fit of expanding the Group’s Facilities Compliance
capabilities, alongside affordability, principal risks and integration
readiness. The Board tested the value creation assumptions (including
synergies), downside scenarios and execution capabilities to ensure
operational delivery and service continuity would be maintained.
Consideration was also given to the interests of key stakeholders and
the importance of safeguarding the Group’s reputation and standards
of business conduct.
Key stakeholders considered included:
Shareholders
• Assessed against alternative uses of capital (notably share buybacks)
and concluded the acquisition offered superior long-term value
creation through earnings per share accretion and improved returns
• Transaction structured to optimise earnings accretion, and
maintain leverage discipline and funding flexibility, within
Mitie’s financial guardrails
Colleagues
• Recognition that successful value delivery depends on retaining key
operational, technical and commercial talent
• Commitment to a structured onboarding process with clear
leadership accountability and targeted retention arrangements
where appropriate
• Consideration given to cultural integration and minimising disruption
following recent restructuring at Marlowe plc
Customers
• Focus on maintaining service continuity and safety in business-critical
compliance services
• Enhanced capacity for Mitie to provide comprehensive, specialist
and nationally consistent solutions, particularly in fire & security
and water & environmental services compliance
• Improved long-term customer value through enhanced capability,
self-delivery and a unified package of Facilities Management,
Transformation and Compliance services
Suppliers and partners
• Consideration of impacts on the supply chain, with the intention
of reducing reliance on third-party providers while maintaining
resilient procurement arrangements
• Leverage increased scale to deliver operational efficiencies,
while proactively managing the integration carefully to avoid
service disruption
Lenders and credit stakeholders
• Structure designed to protect Mitie’s investment-grade credit rating,
maintain covenant compliance and preserve liquidity headroom
• Clear deleveraging plan supported by strong cash generation and
synergy delivery
Wider society and ESG stakeholders
• Acquisition enhances Mitie’s capability to support building safety,
environmental compliance, water security and sustainability
objectives for customers
• Alignment with public policy priorities and increasing regulatory
expectations, contributing to long-term societal value creation
Board actions
The Board’s actions in relation to this decision included:
• Reviewing detailed papers and supporting documentation prepared
by management with input from relevant specialist external
advisers, including the strategic rationale, valuation approach,
proposed financing and integration plan
• Evaluating key findings from due diligence outputs (including legal,
financial, tax, commercial, operational, technology/cyber and
people/culture matters) and any proposed mitigations
• Engaging in Board discussions to challenge assumptions,
test downside scenarios and assess delivery capacity and
governance arrangements
• Reviewing the principal risks, controls and assurances relevant
to the transaction and post-completion integration
Outcome and monitoring
The Board approved the acquisition and agreed the integration
approach, governance, delegated authorities and key success
measures. The Board will continue to monitor progress against
integration milestones and value creation assumptions through
regular reporting, with a focus on maintaining operational
performance, colleague engagement and customer outcomes.
Key decisions and Section 172 considerations
In-depth: Acquisition of Marlowe plc
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Financial statements
Context and rationale
The Board considered the Group’s capital allocation priorities, ensuring an appropriate balance between business investments, maintaining a
robust, efficient balance sheet with appropriate liquidity, and returns to shareholders. The proposed share buyback programme was reviewed
within this broader framework.
Stakeholders considered
Board actions
Outcome and monitoring
• Shareholders (cash generation, liquidity/
leverage, headroom)
• Colleagues (capability, reward and retention)
• Customers (service quality, long-term
partnerships and innovation)
• Suppliers and partners (delivery capacity and
long-term partnering)
• Communities and environment (funding of
priority ESG commitments)
• Regulators and standards of conduct
(governance, compliance, fairness)
• Reviewed detailed management papers
on capital allocation priorities, forecasts,
liquidity/leverage and scenario/stress testing
• Considered alternative uses of capital
(reinvestment, acquisitions, debt reduction
and returns)
• Discussed and challenged buyback
parameters, execution approach
and governance, including legal and
regulatory compliance
• Reviewed stakeholder impacts and
confirmed alignment to strategy and
risk appetite
• Approved the approach and agreed
monitoring metrics and reporting cadence
• Approved the capital allocation approach,
including the buyback programme
• Will monitor execution and impacts through
regular reporting on liquidity/leverage,
investment delivery and stakeholder outcomes
Context and rationale
In addition to the Marlowe plc transaction, the Board considered several smaller acquisitions to further strengthen capabilities, enhance the
Group’s proposition and accelerate progress against strategic priorities. These acquisitions strengthen its ability to deliver projects and ongoing
maintenance services in the rapidly expanding European data centre fire & security systems market. The Group already has a solid pipeline serving
top international customers.
For more information on these acquisitions, please see pages 41 to 45.
Stakeholders considered
Board actions
Outcome and monitoring
• Shareholders (strategic fit, returns
and affordability, including foreign exchange
for Denmark/Norway)
• Colleagues (cultural fit, retention and
alignment to UK, Danish and Norwegian
employment practices)
• Customers (continuity and improved local
capability in Denmark and Norway)
• Suppliers and partners (local supply chains
and key subcontractors)
• Communities and environment
(ESG alignment to Group standards
in each country)
• Regulators and standards of conduct
(UK, Danish and Norwegian legal, tax
and compliance requirements)
• Reviewed investment cases
• Considered proportionate due diligence,
including local legal/regulatory, employment
and tax matters
• Challenged integration approach,
governance and management capacity
across jurisdictions
• Assessed foreign exchange and funding,
alongside returns and payback
• Agreed integration milestones and reporting
• Approved acquisitions to
strengthen capability
• Will monitor delivery against the investment
cases, integration, retention and customer
outcomes through regular reporting
At a glance: Acquisition of Forest Group, El-Team Vest (Denmark)
and ABC Elektro (Norway)
At a glance: Capital allocation and share buyback
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HOW THE BOARD MONITORS CULTURE
Direct email contact with colleagues
Phil Bentley encourages colleagues to contact him directly via his ‘Grill Phil’
email address.
Jennifer Duvalier encourages colleagues to contact her directly in relation
to remuneration matters via email.
Board member meetings
Wide-ranging culture-related matters are embedded into Board meeting
materials presented at Board, Committee and strategy meetings. Aspects
of culture are focused on within the papers for Board discussion as required.
Chief People Officer updates
The Chief People Officer frequently attends Board meetings to update
the Board on employee-related matters, including employee listening
sessions held through the Board Listening Programme and results of
employee surveys.
Equality, diversity and inclusion
The Nomination Committee annually reviews and approves the Board
Inclusion Policy and ensures that new Board members promote the
desired culture and lead by example.
Board members regularly attend Mitie’s diversity network events and
attended equality, diversity and inclusion flagship events during FY26.
All Board members spoke directly with employees at colleague
listening sessions held through the Board Listening Programme
during FY26. The Board member(s) in attendance at an event
provide feedback to the Chief People Officer, who synthesises
key insights into Board reporting to inform oversight of culture,
inclusion and colleague experience. Key themes are identified
and actions arising from the events are assigned an owner and
deadline. The Chief People Officer and Board member(s) present
the paper to the Board as a whole at its next meeting. Further
information on events attended by Board members during FY26
can be found on pages 112 to 113.
As detailed in the Nomination Committee report on page 119,
Christopher Rogers visited colleagues in multiple locations during
FY26 as part of his induction programme.
During FY26, the Executive Directors hosted:
• Town Halls for results announcements
• Team Talk Local 2025 events
• Leadership conference for senior managers
• Phil Bentley hosted MyAchievements, an annual celebration
of colleague achievements
Board member attendance
at colleague events
Employee engagement survey
Mitie’s annual employee engagement survey, MyVoice, provides the
Board with a snapshot of colleague sentiment. The results of the
FY26 survey and an action plan to address areas for improvement
were reviewed by the Board in March 2026. Insights from the survey
are used to help inform the Board’s programme of colleague listening
events. Employee engagement is one of Mitie’s non-financial key
performance indicators, as detailed on page 32.
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Financial statements
Principal risks
Principal risks are reviewed and approved by the Audit & Risk Committee
and the Board. Further information can be found in the Principal risks and
uncertainties section on page 84. Principal risks identified by the Audit &
Risk Committee and the Board include those below.
Employees
Employees (people risk) has been identified as a principal risk, reflecting the
importance that Mitie colleagues have to the Group.
Quality, health, safety and environment
Health, safety and environment has been identified as a principal risk.
During FY26, the Board endorsed an evolved version of LifeSafe, Mitie’s
health and safety culture programme, which was relaunched at Team Talk
Local 2025 events.
Colleagues in high-risk operations
Custodial management has been identified as a principal risk.
The Audit & Risk Committee and the Board receive reports on
custodial management.
Jennifer Duvalier acts as Chair of the Independent Prison and Immigration
Review Board.
Marlowe integration
The Board was regularly updated on culture-related matters
connected with the integration of Marlowe colleagues during FY26.
Code of Conduct
The Board endorsed a new Code of Conduct, One Code, which
was launched in FY26. One Code sets out the minimum expected
behaviours for employees.
Policy review
Executive Directors regularly review workforce policies, including the
People Policy, the Equality, Diversity and Inclusion Policy, and the Health,
Safety and Wellbeing Policy.
Modern Slavery Statement
The Board annually reviews Mitie’s Modern Slavery Act
Statement. A copy of the Statement can be found at
www.mitie.com/legal/modern-slavery-act
Whistleblowing
An update on whistleblowing activity is provided to the Board at every
Board meeting and to the MGX as appropriate. The update includes
details of incident reports received in the period between Board meetings,
as well as details of ongoing, and the outcomes of recently completed,
investigations. Mitie uses the EthicsPoint platform, which provides
the ability to report by business division and by investigation status/
outcome, facilitating the Board’s ability to effectively track the progress of
investigations and to monitor and address trends across individual business
units and the Group as a whole.
Fraud Framework
Instances of suspected fraud are subject to mandatory reporting by
colleagues to the Internal Audit team or independent whistleblowing
service, ‘Speak Up’. The Audit & Risk Committee and/or the Board
are notified.
Designated Non-Executive Director for
workforce engagement
A main objective of Jennifer Duvalier’s role as designated Non-Executive
Director for workforce engagement is to maintain and encourage a cycle
of continuous open dialogue and feedback between colleagues and the
Board. Further information can be found on pages 112 to 113.
Social value targets
The ESG Committee reviews performance against three people-related
social value targets. Further information can be found in the Sustainability
Statement on page 55.
Key performance indicators
The Board monitors non-financial key performance indicators, including
those below. Further information can be found in the Strategic report
on page 32.
• Females in senior leadership team
• Employee turnover
• Employee engagement
• Lost time injury frequency rate
Remuneration
The Remuneration Committee determines non-financial targets that apply
to executive remuneration incentive plans, which are assessed at the end of
a performance period.
The Remuneration Committee reviews the gender pay gap.
The Chair of the Remuneration Committee holds remuneration listening
sessions with colleagues.
Performance evaluation
The Board reflects on all aspects of its performance, including its
effectiveness in promoting the desired culture, as part of its annual evaluation.
MGX member performance is reviewed by the Remuneration Committee.
Designated Non-Executive Director
for workforce engagement
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HOW THE BOARD MONITORS CULTURE
continued
The Board is committed to understanding the impact of its decisions
on colleagues across the Group. During FY26, Jennifer Duvalier
continued in the role of designated Non-Executive Director
responsible for oversight of the Board’s engagement with colleagues.
Why Jennifer?
Jennifer has had a long career in HR, working in several large,
people-driven companies going through significant transformation.
Jennifer brings this wealth of experience to Mitie.
Objectives
Objectives of Jennifer’s role as designated Non-Executive
Director for workforce engagement include:
• Champion the voice of colleagues in Board discussions
• Create opportunities to get involved in the work of colleagues
to better understand their lived experience at work, subject to
health and safety rules
• Ensure that the Board hears from a wide cross-section of
colleagues, both in the UK and overseas, and from a diverse
range of backgrounds, roles, contracts and business units, as
part of the Board Listening Programme
• Ensure Board member involvement in key diversity network
and other events as part of the Board Listening Programme
• Create a cycle of feedback between colleagues and the Board to
inform decision-making and people strategy
• Ensure colleagues hear what actions are taken from these
Board discussions
• Review colleague insights from colleague surveys, including the
annual MyVoice survey
• Analyse feedback received from colleagues to identify
common themes and ensure any issues are managed effectively
and efficiently
Jennifer also invites colleagues to contact her directly via her Mitie
email address, and, in connection with her role as Chair of the
Remuneration Committee, leads remuneration listening sessions
with colleagues.
Board Listening Programme
The Chief People Officer and the Communications Director
support Jennifer in her role as designated Non-Executive
Director for workforce engagement. Using insight from the
annual MyVoice survey and other colleague feedback received,
they work with divisional leaders to agree a programme of site
visits that ensures broad reach across Mitie.
Site visits are facilitated by the Communications Director alongside
relevant business unit or account leads. While formats vary,
Board members typically receive a site overview or tour, meet
local managers and then hold informal discussions with frontline
colleagues without managers present. Colleagues are encouraged
to share their experiences of working at Mitie, including what is
working well, challenges faced and ideas for improvement.
As further detailed on page 113, key themes from listening
sessions are shared with the wider Board and any actions arising
followed up with senior management.
Updates on the Board’s engagement with colleagues are shared
through Mitie’s internal communication channels, including MiNet
and MitiePeople.com.
FY26 Events
During FY26, Jennifer and other Non-Executive Directors hosted
or attended a wide range of events as part of the Board Listening
Programme. These included Mitie’s Proud to Be network’s Pride
Celebration event, a listening event with the first cohort of graduates
on the Mitie Projects Graduate scheme, and an alumni event for The
Mitie Foundation’s Ready2Work Programme. Employee listening
sessions were also held with colleagues in frontline teams at Marks
& Spencer’s Security Operations Centre, HMP Millsike, University
Colleague London Hospitals NHS Foundation Trust, Ernst & Young
Global Headquarters, ESM Power, the Intelligent Security Operations
Centre in Craigavon, and the A6 (North) Mobile Engineering team.
“The Board Listening Session gave myself and
the frontline team a chance to share what life
at Mitie is really like on the ground. The Board
listened to us and took everything we said on
board with a real enthusiasm to understand our
experiences. We left with a positive feeling that
we had been listened to and had been given an
opportunity to influence improvements for our
colleagues moving forward while sharing what
works well at present.”
Sam Berry
Operations Manager – Region 2 Mobile Technical Services
Details of other events hosted or attended by Board members
can be found on page 110.
Learnings and responses
Themes identified as part of the Board Listening Programme
during FY26 included:
• Learning and development
• Colleague support
• Culture and consistent ways of working
• Communication, leadership visibility and feedback loops
• Systems access
“Listening to our colleagues is fundamental to
how we lead Mitie. The insights shared through
MyVoice and our Board Listening Programme
play a critical role in shaping Board discussions
and decisions. Our people are the reason
for Mitie’s successes, and I am proud of the
continued focus on strengthening engagement
and improving the colleague experience.”
Jennifer Duvalier
Designated Non-Executive Director for workforce engagement
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Financial statements
Details of actions taken in response to feedback received are set out below.
Improvement areas
Actions taken in FY26
Learning and development
Provide more clarity around training budget and associated
approval processes.
Review the graduate induction process and consider increasing
business introductions.
Northern Ireland Apprenticeship Levy challenges identified.
Continue role shadowing and cross-team visits. Formalise and schedule
regular opportunities for colleagues to experience each other’s roles.
A meeting to discuss training budget and processes was held between the
Learning & Development Partner and the Managing Director of the business
area. A further meeting was arranged with a sample of colleagues to better
understand in detail their specific immediate and long-term training needs.
Graduate induction week was extended to two weeks to allow business units
more time to welcome graduates into the business.
Research commenced to consider Northern Ireland Traineeship Programme.
A ‘closer to colleagues’ week was held where analysts and CCTV operators
joined frontline colleagues in stores.
Colleague support
Explore options for better supporting colleagues who regularly work
unsociable hours.
Review practical support needs for colleagues working unsociable hours.
Day managers adapted their shifts to spend more time with night workers
and provide additional management check-in support. Activities planned to
help bring the teams closer together.
A vending machine was sourced to provide snacks and drinks for colleagues
working unsociable hours.
Culture and consistent ways of working
Strengthen culture integration of Mitie’s Code of Conduct, One Code,
within the account.
One Code continued to be embedded. A ‘reflections’ campaign was
presented by the Strategic Client Director during a Team Talk Local session.
Communication, leadership visibility and feedback loops
Create a clear communications plan for the customer account with
messaging consistent across Signature Guest Services, the wider Mitie
Group and the customer’s business.
Increase account leadership visibility across sites.
Provide reassurance and communicate the 12-month business direction
for a newly acquired business area.
Colleagues’ questions and feedback from a Q&A session held as part of a
‘Your Voice All Hands’ call were captured and presented in a ‘You Said, We
Did’ format.
Team Talk Local sessions were held with account leadership for regional and
London sites.
A Town Hall event was held in March 2026 and a further Town Hall event is
planned during FY27.
Systems access
Run a MyMitie App workshop to raise awareness of the app’s benefits.
Issues with software licence access identified.
The MyMitie App Programme Lead delivered a workshop at the account’s All
Hands Call held in October 2025, outlining the benefits of the app, including
the availability of Microsoft Teams to frontline colleagues.
Collaborated with software licence end-users to understand access issues
and investigated these to resolution.
Year 1
FY25
(Internal)
Year 2
FY26
(Internal)
Year 3
FY27
(External)
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BOARD EFFECTIVENESS
Board effectiveness
For Mitie, board effectiveness refers to the extent to which the Board
and its Committees collectively operate with clarity of purpose and
robust governance practices that enable constructive oversight in
support of the Company’s operations and long-term success.
To support this, the Board is committed to maintaining an appropriate
balance of skills, experience, independence and diversity, and to fostering
a culture of openness, constructive challenge and robust decision-
making, enabling effective oversight and well-informed decisions.
In line with the UK Corporate Governance Code 2024 (the Code),
a formal annual evaluation of the performance of the Board, its
Committees, the Chair and individual Directors is undertaken. The
review helps to assess how effectively the Board discharges its duties and
informs actions to strengthen Board and Committee effectiveness over
the year ahead.
FY26 evaluation
The process followed in FY26 is set out
below. The structure allows Directors to
provide confidential feedback and identify
opportunities to enhance effectiveness. The
review considered Board and Committee
effectiveness across a range of themes,
including people, skills and dynamics
(including succession planning), the quality
of strategy and risk discussions, and
stakeholder engagement.
Outcomes and actions from the FY26
evaluation are detailed on page 116.
The FY26 evaluation concluded that the Board
and its Committees continue to operate
effectively, with strong governance, constructive
challenge and appropriate oversight. No material
issues were identified. To support continual
improvement, the recommendations and
suggestions set out below will be progressed
during FY27, with actions monitored through
the Board and Committees as appropriate.
Progress on the actions from the FY25
evaluation are detailed on page 115.
Led by the Chair
(and by the SID
in respect of the
evaluation of
the Chair)
Comprised
a structured
questionnaire
followed by one-
to-one meetings
All Board
members
participated
Scope covered
the Board
and its
Committees
Year 1 – FY25 (Internal)
Internally led evaluation focusing on
recommendations and progress on suggestions
from the external evaluation in FY24
Year 2 – FY26 (Internal)
Internally led evaluation focusing on
progress of our FY25-FY27 Strategic
Plan and Board and senior management
succession planning
Year 3 – FY27 (External)
Externally led in-depth, independent
assessment of the Board, Committees
and individual Directors
Board evaluation cycle
Mitie’s evaluation cycle includes an externally
facilitated assessment at least every three
years, with the intervening evaluations
managed internally. For internally led
evaluations, the Chair leads the assessment
of Directors, and the Senior Independent
Director (SID) leads the evaluation of
the Chair.
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Strategic report
Governance
Financial statements
Progress made on actions identified in prior year internal evaluation
Progress made during FY26 on actions identified as part of the FY25 evaluation is set out below.
Recommendations
Actions undertaken during FY25
Progress made on actions during FY26
Care & Custody:
Implementation of a specialist
independent advisory board.
A specialist advisory board, known as the
Independent Prison and Immigration Review
Board (I-PIRB), was set up in February 2025.
The I-PIRB, chaired by Jennifer Duvalier, meets
quarterly, with additional meetings scheduled as
needed. See below for more detail.
Following its inception in February 2025, the I-PIRB has met four times.
The I-PIRB has provided independent challenge and strategic insight
to the Immigration & Justice leadership team. In doing so, it has
helped strengthen governance and oversight across the Company’s
prisons and immigration services. Where required, this has supported
mobilisation and early operational readiness, while also reinforcing a
culture of learning and continuous improvement.
This additional oversight has improved visibility of performance and
emerging issues, informed management actions, and supported
delivery of service improvements.
Continued high-level visibility
of quality, health and safety
environment (QHSE).
Mitie appointed a new Group QHSE Director
in May 2024, who has refreshed the Group’s
HSE strategy and raised the profile of HSE at
the Board and across the business. The Group
QHSE Director presented to the Board at its
meetings held in July 2024 and March 2025.
High-level visibility of QHSE increased significantly during the
year, driven by the Board’s focus on delivery of QHSE strategy
and improving governance over key initiatives. The Group QHSE
Director now attends ESG Committee meetings, providing regular
updates and strengthening oversight. Continuous improvement has
been reinforced through ongoing progress reporting and targeted
interventions, supporting consistent performance across the business.
Strategic discussions and
monitoring to be held
periodically throughout
the year, in addition to the
annual deep-dive session held
in September.
An additional strategy discussion was held
in July 2025, with further sessions planned
throughout FY26.
A rolling programme of reviewing strategic imperatives as part
of the Board agenda is in place.
This ensures the Board maintains regular oversight of progress
against strategy, provides timely challenge and direction as priorities
evolve, and supports more informed decision-making throughout
the year.
Independent Prison and
Immigration Review Board
The Independent Prison and Immigration Review Board
(I-PIRB) is a strategic advisory body established by Mitie to
provide independent expertise and oversight across its prison
and immigration services. The I-PIRB brings together leading
practitioners, academics and senior executives to support
high standards of performance transparency and continuous
improvement across these sectors.
Membership
The I-PIRB comprises a balanced mix of Mitie leadership and
independent experts with deep experience in criminal justice
inspection policy and research.
Chair
• Jennifer Duvalier – Non-Executive Director, Mitie
Mitie Executive Members
• Peter Dickinson – Chief Legal Officer
• Jason Towse – Managing Director, Business Services
• Russell Trent – Managing Director, Immigration & Justice
Independent Members
• Phil Wheatley CB – Former Director General, National
Offender Management Service and HM Prison Service
• Nick Hardwick CBE – Former HM Chief Inspector of Prisons
and Chair of the Parole Board
• Alison Liebling – Professor of Criminology and Criminal Justice
(prisons only)
• Peter Dawson CBE – Former Director of the Prison
Reform Trust
Role and purpose
The I-PIRB provides independent advice and challenge to
strengthen Mitie’s approach to delivering prison and immigration
services. Its work includes:
• Offering expert insight on policy research and best practice
• Reviewing performance and identifying opportunities
for improvement
• Supporting the development of responsible, ethical and
effective service delivery
• Enhancing understanding of emerging trends and risks in the
criminal justice and immigration sectors
The I-PIRB operates in an advisory capacity and does not hold
operational responsibility for service delivery.
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BOARD EFFECTIVENESS
continued
Recommendations from the internal FY26 evaluation
Recommendations
Actions undertaken or planned
People, skills and dynamics
Inclusion of a more formalised Board agenda
item around Executive and MGX succession.
Succession planning has been formally incorporated into the Board’s forward planner for FY27. This
agenda item will be addressed at key intervals throughout the Board cycle, enabling proactive oversight
and strategic discussion of executive and management succession.
Strategy and risk
Formally incorporate risk within the Audit & Risk
Committee’s (previously known as the Audit
Committee) terms of reference.
The Audit & Risk Committee’s remit has been expanded to encompass enterprise risk management,
supporting a more integrated approach to risk oversight. Accordingly, the Committee was renamed
the Audit & Risk Committee (previously known as the Audit Committee). More detail can be found on
pages 122 to 129.
Revised Terms of Reference were agreed by the Board in January 2026.
Oversight
Expand Board discussions by incorporating more
non-financial key performance indicators (KPIs)
into the narrative, enabling a more rounded
understanding of business operations alongside
the robust financial oversight.
The Board is considering the inclusion of further relevant non-financial KPIs within its materials
to complement financial reporting, fostering richer dialogue and greater insight into broader
business performance.
Stakeholders
Broaden the Board’s perspective by deepening
its insight into investor sentiment.
Strengthen the Board’s connection to customers,
providing deeper insight into customer
perspectives and experiences.
The completion of an external investor perception study (in early 2026) represents a valuable initial
step in supporting the Board’s understanding of investor sentiment. To further enhance engagement,
Non-Executive Directors intend to participate in additional individual shareholder meetings, thereby
facilitating more direct and meaningful dialogue.
The Board is considering the inclusion of several consistent customer-focused non-financial KPIs
into its regular reporting, supported by periodic customer deep dives, to strengthen oversight of
customer experience.
Further, management will explore the enhancement of the Board Listening Programme to include
customer listening alongside colleague insights, providing the Board with a more rounded view of
stakeholder experience and priorities.
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Financial statements
NOMINATION COMMITTEE REPORT
“A high-performing Board is central to
the delivery of Mitie’s strategy and long-
term sustainable success. During the year,
the Nomination Committee focused
on maintaining the right balance of skills,
experience, independence and diversity,
while strengthening succession plans to
ensure the Board continues to evolve in
line with the needs of the business and
our stakeholders.”
Christopher Rogers
Chair of the Nomination Committee
As Chair of the Nomination Committee, I am pleased to report on the
work done by the Committee during the year.
Key activities during the year
Board composition and Board changes
As part of its annual responsibilities, the Nomination Committee assessed
the composition and leadership of the Board and its Committees during
FY26. Changes during the year included Derek Mapp, who stood down
from the Board after the 2025 Annual General Meeting (AGM), and Roger
Yates, who retired from the Board on 31 December 2025. Christopher
Rogers succeeded Derek as Chair of the Board and Nomination
Committee on 22 July 2025, and Jennifer Duvalier took on the role of
Senior Independent Director from Roger with effect from 1 January 2026.
The Committee is confident that the Board’s composition and diversity
have been appropriate throughout the year, particularly considering the
size and nature of the business.
Board independence
In accordance with the Code, the Board considers independence to be a matter
of judgement and reviews it annually, considering tenure, individual circumstances
and observed behaviours. Jennifer Duvalier and Mary Reilly are approaching
nine years’ service; however, overall tenure of the Board remains well balanced.
The Committee is satisfied that both Jennifer and Mary continue to demonstrate
independent challenge and objective judgement, supported by their strong
attendance and ongoing engagement with management and wider stakeholders.
The Board has a structured succession and refreshment plan in place and, in
the context of forthcoming CEO succession and the Chair’s comparatively
recent appointment, the Committee believes that the continuity and
experience provided by Jennifer and Mary remains in shareholders’ best
interests and does not compromise Board independence.
Board skills and experience framework
During the year, the Committee reviewed the skills and experience
required at Board level, considering:
• The Group’s strategy and key risk areas
• The scale and complexity of Mitie’s operations across public and
private sector customers
• The need for effective succession planning across the Board
and its Committees
Christopher Rogers
Chair of the Nomination Committee
Nomination Committee members
Chair:
Christopher Rogers
Committee members:
Jennifer Duvalier
Penny James
Chet Patel
Mary Reilly
Salma Shah
All members of the Nomination Committee are considered
independent in accordance with the UK Corporate Governance Code
2024 (the Code).
Nomination Committee meetings
The Committee met three times during FY26. The attendance of
individual Committee members can be found on page 107.
Key purpose of the Committee
The Nomination Committee keeps under regular review the
composition of the Board and its Committees to ensure it has an
appropriate balance of skills, experience, independence and knowledge
to support the delivery of the Group’s strategy and long-term
sustainable success.
In doing so, the Committee has regard to the requirements of the Code
and to the evolving strategic priorities of the Group. The Committee
recognises that effective governance depends not only on individual
capability, but on the collective strength of the Board as a whole.
Key responsibilities of the Committee
The key responsibilities of the Nomination Committee include:
• Regularly reviewing the structure, size and composition of the Board
• Ensuring plans are in place for an orderly succession to Board and
senior management positions
• Considering the length of service of the Board as a whole
• Identifying, and nominating for approval by the Board, candidates for
Board vacancies as and when they arise
• Keeping under review the number of external directorships held by
each Non-Executive Director
• Reviewing Board evaluation outcomes relating to the composition of
the Board
• Keeping the Board Inclusion Policy under review
The Nomination Committee’s Terms of Reference are available at
www.mitie.com/investors/corporate-governance.
The Senior Independent Director chairs the Committee in circumstances where it
would be inappropriate for the Chair of the Board to chair the Committee.
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Individual director skills and contributions
Each Director brings a distinct background and set of skills which, when
combined, contribute to a balanced and effective Board. The Committee
considers not only technical expertise but also leadership style, judgement
and the ability to provide constructive challenge.
• Executive Directors contribute deep operational insight, strategic
execution capability and first-hand knowledge of Mitie’s markets,
customers and workforce
• Non-Executive Directors bring independent oversight and a breadth
of experience from senior leadership roles across complex, regulated
and customer-focused organisations, including strong financial, risk,
governance, people and ESG expertise
The appointment of new Non-Executive Directors in recent years has
strengthened the Board’s depth of experience in ESG, audit and risk
management, governance and succession planning, and commercial and
shareholder value creation, supporting the continued evolution of the
Board as the Group grows and transforms.
Alignment with strategy
The Committee is satisfied that the Board’s collective skills and experience
are closely aligned with Mitie’s strategic priorities. In particular, the Board
has strong capability in:
• Managing large, operationally complex service businesses
• Engaging effectively with a diverse range of stakeholders, including
customers, colleagues, regulators and shareholders
• Overseeing technology-led transformation and data-driven
decision-making
• Cyber security, data protection and technology risk, reflecting increased
digitalisation and heightened regulatory and stakeholder expectations
As the Group enters the final year of its Three-Year Plan (FY25-FY27),
the Committee has considered the skills and experience required both to
successfully complete delivery of the current strategy and to position the
Board for the next phase of the Group’s development.
The Committee is satisfied that the current Board composition includes
the skills and experience necessary to support execution and delivery
through the final year of the Plan.
Board skills matrix
The Board’s collective skills and experience are summarised below against 15 core skill areas seen as critical to effective Board oversight and linked to
Mitie’s strategic priorities and principal risks. The matrix demonstrates that the Board has coverage across all key skill areas, providing confidence that it is
well placed to oversee delivery of the Group’s strategy. Mitie’s principal risks and uncertainties can be found on page 84.
Skill/experience area
Board coverage
Link to strategic priorities
Principal risk
Leadership and strategy development
PR7, PR9, PR11, PR12, PR15,
PR16
Corporate governance
PR6, PR14, PR16
Government/public sector
PR1, PR2, PR15, PR16
Finance
PR1, PR5, PR11, PR12
Audit, risk management and assurance
PR4, PR5, PR9, PR14
Remuneration/human resources/people
management
PR4, PR5, PR9
Commercial
PR5, PR7, PR8, PR10
Technology and digital
PR3, PR7, PR12, PR13
Capital markets/investor community
PR2, PR5, PR6, PR11
Facilities management sector/outsourcing
PR7, PR10, PR12, PR16
Environmental, social and governance (ESG)
PR2, PR4, PR9, PR16
Operational delivery at scale
PR1, PR5, PR9, PR13
Cyber security/data
PR3, PR8, PR13, PR14
Mergers and acquisitions/integration
PR5, PR7, PR9, PR11, PR16
International operations
PR1, PR7, PR11, PR16
Accelerating
growth
Directors expert in
this area
Directors with skills and
experience in this area
Operating margin
progression
Cash
generation
ESG
leadership
Linked to
remuneration
NOMINATION COMMITTEE REPORT
continued
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Financial statements
Succession planning and future skills
The Committee believes that the Board currently has the appropriate
balance of skills, experience and diversity to lead the Group effectively
and to support its long-term success. The Committee remains committed
to maintaining a high standard of transparency in its disclosures and to
ensuring the Board continues to evolve in line with the needs of the
business and its stakeholders.
Looking beyond the current strategic cycle, the Committee recognises that
the focus of Board oversight will increasingly move towards optimisation
and sustainable value creation. In this context, the Committee has
identified a number of areas where future Board appointments may
further enhance capability over the medium term, which include:
• Built environment expertise, reflecting the strategic importance of
buildings and infrastructure on the Group’s long-term strategy
• Technical assurance and compliance, as we look to build a market-leading
position in Facilities Compliance
The Committee will continue to use the Board skills matrix as a core tool
in succession planning. This approach is intended to ensure that the Board
remains appropriately balanced, forward-looking and well equipped to
oversee the Group’s strategy and long-term sustainable success.
CEO succession planning
The Committee continues to place a strong emphasis on orderly
succession planning for the Chief Executive Officer role. Phil Bentley,
Mitie’s current CEO, has confirmed his intention to retire at the end of
the current Strategic Plan period, at the end of FY27, and a structured
process is underway to identify a suitable successor. The Committee is
working closely with the Board to ensure a thorough and timely search
and to support a smooth transition that maintains strategic momentum
and leadership continuity.
Election and re-election of Directors
In accordance with the Code and the Company’s Articles of Association,
all Directors are subject to election or re-election by shareholders. At
the 2025 AGM, all Directors in post at the time were re-appointed by
shareholders except for Derek Mapp, who, as planned, stood down from
the Board at the conclusion of the 2025 AGM. At the 2026 AGM, all
Directors will stand for re-election.
The rules governing the appointment and replacement of Directors are
set out in the Company’s Articles of Association, the Code, the Companies
Act 2006 and other related regulations.
The terms of appointment for Non-Executive Directors and service contracts
for Executive Directors are available for inspection by appointment at the
Company’s registered office and head office and will be available at the
2026 AGM.
Director external appointments and time commitments
Directors can accept additional external appointments but must seek
prior approval from the Chair. If a Director holds significant external
appointments, the reasons for these appointments will be explained in the
Annual Report and Accounts.
When considering appointing a new Director, the Board reviews other
demands on the candidate’s time. Prior to appointment, the candidate
must disclose significant commitments and indicate the time involved.
The Nomination Committee reviewed the time commitments of
Non-Executive Directors to ensure there were no concerns about
overcommitment. This review considered the number of appointments,
their scope, and the size and type of company in which the role is held, the
views of major shareholders, and the latest guidelines and recommendations.
The Board remains confident that all members have sufficient time to
dedicate to their duties.
Induction and training
On joining the Board, all Directors receive a personally tailored induction,
which includes: meetings with Executive Directors, the Chief Legal Officer
& Company Secretary and other members of senior management; an
overview of the Group’s governance policies, corporate structure and
business functions; details of risks and operating issues facing the Group;
visits (in person and/or virtually) to divisional offices; and a briefing on
key contracts.
All Directors have access to Mitie’s Board Handbook on a secure electronic
Board portal, which includes:
• Schedule of matters reserved for the Board
• Board Committees’ Terms of Reference
• The Company’s Articles of Association
• Guidance on Directors’ statutory duties
• An overview of the Group’s Directors’ and Officers’ liability
insurance arrangements
• Delegated authorities register
• Share-dealing procedures
• Corporate governance and regulatory guidelines
• Key corporate documents and policies
The Board Handbook is subject to regular review and was last updated
in early 2026.
Online training on regulatory and governance changes is made available to
Directors. Visits (in person and/or virtually) to different business sites and
offices are arranged for Directors to facilitate a deeper understanding of
the business.
Christopher Rogers’ induction
Christopher has continued his induction throughout FY26, which has included:
• Colleague site visits to Dublin, Spain, GBE Converge, Mitie Telecoms and
Enniskillen Hospital
• Customer visits to Heathrow Airport, IRC Harmondsworth, National
Grid and Lloyds Bank
• Investor meetings
• Attendance as an observer at the Independent Prison and Immigration
Review Board
Conflicts of interest
The Board has a policy on the declaration and management of Directors’
conflicts of interests. Any potential situation or transactional conflict must be
reported as soon as possible to the Chair, Chief Executive Officer and Chief
Legal Officer & Company Secretary. Where a potential conflict is authorised
under statutory powers and powers granted under the Company’s Articles
of Association, such conflict is kept under ongoing review.
Executive Directors are permitted to accept external appointments,
provided these do not interfere with the Director’s ability to discharge
his/her duties effectively and permission is sought from the Board.
Executive Directors are entitled to retain fees earned from any external
appointments. Neither Phil Bentley nor Simon Kirkpatrick held any
external positions during FY26.
External positions held by the Chair and current Non-Executive Directors
are detailed in their biographies on pages 101 to 103.
Board evaluation
In accordance with the Board’s evaluation cycle, the Chair led a
comprehensive internal evaluation during the year. The outcomes and
planned actions from that process can be found on pages 115 to 116, along
with progress from the internally led evaluation in FY25.
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Annual Report and Accounts 2026
NOMINATION COMMITTEE REPORT
continued
Diversity and inclusion
The Committee considers diversity in its broadest sense, including gender, ethnicity, professional background, skills and experience. A diverse Board
supports better decision-making, encourages constructive debate and reflects the breadth of Mitie’s stakeholder base and workforce.
Board diversity is considered alongside merit and skills requirements in all succession planning and appointment decisions, in line with the Board Inclusion
Policy (the Policy) and wider people strategy. The Policy, which is monitored and reviewed annually by the Nomination Committee, is available at
www.mitie.com/investors/corporate-governance.
Mitie’s annual statement on Board diversity targets, objectives under the Policy and actions taken to implement the Policy can be found below.
Board diversity targets
As at 31 March 2026 (the Company’s chosen reference date), the Nomination Committee, on behalf of the Board, is pleased to confirm that all targets
contained within the Policy, and which are in line with the diversity and inclusion targets as set out in Listing Rule 6.6.6R(9), have been met. A summary is
set out below.
Policy target
Met/not met
Position at 31 March 2026
Maintaining a balance so that a minimum of 40% of the Directors
are women, provided this remains consistent with the skills and
diversity requirements when searching for a new appointment
to the Board
Yes
50% of individuals on the Board are women
Ensuring there is at least one Director from a racially diverse
background, provided this remains consistent with the skills and
diversity requirements when searching for a new appointment
to the Board
Yes
Two members of the Board are from a minority ethnic background
Ensuring at least one of the Chair, Chief Executive Officer,
Chief Financial Officer or Senior Independent Director is a
woman, provided this remains consistent with the skills and
diversity requirements when searching for a new appointment
to the Board
Yes
Jennifer Duvalier succeeded Roger Yates as Senior Independent
Director from 1 January 2026
Policy objective
Implementation
Ensuring the Board’s membership reflects a combination of
demographics, skills, experience, race, age, gender, educational and
professional backgrounds that provides the range of perspectives, insights
and challenges needed to support sound decision-making and reflects the
diverse workforce at Mitie
Details of the Board’s succession planning are set out on page 119, and the
skills matrix, considered regularly by the Nomination Committee, can be
found on page 118
Supporting and monitoring progress against Mitie’s equality, diversity and
inclusion strategy and goals
The Board supported the implementation of a Senior Women in
Leadership (Level 7) apprenticeship, and now also the Women in
Leadership (Levels 3 and 5), to strengthen Mitie’s leadership pipeline.
Colleagues from all backgrounds are encouraged to undertake
apprenticeships to build skills and broaden opportunity
The Board also supported the introduction of diversity targets at middle
management and senior levels to strengthen succession planning
Broadening Board members’ perspectives in equality, diversity and
inclusion by participating in Mitie diversity network events and sharing
learnings and insights
Board members attend Mitie’s equality, diversity and inclusion flagship
events throughout the year. Further information on this can be found on
page 110
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Financial statements
Board and executive management diversity (at 31 March 2026)
The information required under Listing Rule 6.6.6R(10) is set out below, for which purpose executive management comprises members of Mitie’s Group
Executive (the MGX). For the purpose of Listing Rule 6.6.6R(11), diversity data is disclosed by individuals via Mitie’s People Hub system at the point of
onboarding. Where ‘prefer not to say’ is selected, colleagues can choose to update this selection later in employment. Data provision is proceeded with
clarity on how the data will be used.
Gender
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men
4
50%
3
8
89%
Women
4
50%
1
1
11%
Not specified/prefer not to say
–
–
–
–
–
The gender balance of those in senior management and their direct reports (comprising Mitie’s Management Leadership Team, MLT) can be found on
page 80.
Ethnic background
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other white (including minority-white groups)
6
75%
4
8
89%
Mixed/Multiple ethnic groups
–
–
–
–
–
Asian/Asian British
2
25%
–
1
11%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group
–
–
–
–
–
Not specified/prefer not to say
–
–
–
–
–
Parker Review target
In line with Parker Review guidance, in FY24 the Board set a target of 20% minority ethnic representation within senior management (comprising Mitie’s
MGX and those direct reports who hold senior management positions only), by 31 December 2027. Progress against this target is set out below.
31 March 2024
15.0%
31 March 2025
17.4%
31 March 2026
18.2%
31 March 2027
Target
20.0%
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“In recognition that the Group is becoming
larger and more complex, combined with
the upcoming changes to the Corporate
Governance Code, the Committee
expanded its scope during the year to
include oversight of the Group’s risk
management framework, building on
already strong management processes.”
Penny James
Chair of the Audit & Risk Committee
Audit & Risk Committee members
Chair:
Penny James
Committee members:
Mary Reilly
Chet Patel
Roger Yates (until 31 December 2025)
Frequency of meetings
The Audit & Risk Committee met seven times during FY26.
Key purpose of the Audit & Risk Committee
The Committee provides effective governance of the appropriateness
of the Group’s financial reporting and the performance of both the
Internal Audit function and the external auditor. It also supports the
Board in meeting its responsibilities for oversight of the Group’s internal
controls framework and associated compliance activities. During the
year, at the Board’s request, the Committee expanded its scope to
include responsibility for overseeing the Group’s risk management
framework. This resulted in a change to the name of the Committee
(from Audit Committee to Audit & Risk Committee), and an update
to the Committee’s Terms of Reference.
The Audit & Risk Committee’s Terms of Reference are available at
www.mitie.com/investors/corporate-governance.
Key responsibilities
Financial reporting:
•
Review, with both management and the external auditor, the
appropriateness of the half-yearly financial report and the Annual
Report and Accounts
•
Review the appropriateness of material accounting policies and practices
•
Review material financial estimates and judgements, drawing on
reports from the Chief Financial Officer and the external auditor
•
Advise the Board on whether the Annual Report and Accounts
and half-yearly financial report, taken as a whole, is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Group’s financial position and performance,
business model and strategy
External audit:
•
Make recommendations to the Board on the appointment, removal,
remuneration and terms of engagement of the external auditor
•
Develop and oversee the selection procedure for the appointment
of the audit firm in accordance with applicable governance and
regulatory requirements
•
Review and assess the external auditor’s independence and objectivity
•
Develop and recommend to the Board, and implement, a policy and
guidelines on the provision of non-audit services by the external auditor
•
Review and approve the annual audit plan and assess the effectiveness
of the audit process
Risk management:
•
Advise the Board on the key risks facing the Group, including the
identification and assessment of emerging risks that may impact
strategy, performance or long-term sustainability
•
Review and approve, for recommendation to the Board, the principal
risks and uncertainties that may affect the Group’s performance,
business model or long-term prospects
•
Review the adequacy and effectiveness of the Group’s risk
management and internal controls framework, ensuring that systems
for identifying, assessing, managing and monitoring financial and non-
financial risks remain robust and fit for purpose
•
Evaluate the financial, operational, regulatory and legal implications
of identified risks, including the processes in place to track, manage,
mitigate and report those risks
•
Assess the framework, assumptions and analysis supporting both
the going concern assessment and the long-term viability statement,
ensuring an appropriate level of rigour and challenge
Internal controls:
•
Provide independent assessment and oversight of the internal
controls framework
•
Review the testing approach over material controls and provide
oversight of the testing programme
Internal audit:
•
Review and approve the rolling annual internal audit plan and monitor
and review its adequacy and effectiveness
•
Review and monitor the effectiveness of the internal audit function,
ensuring the necessary resources are in place for it to perform effectively
Compliance and fraud:
•
Review the Group’s procedures for detecting fraud
•
Assess the Group’s systems and controls for the prevention of bribery,
and review reports on non-compliance
AUDIT & RISK COMMITTEE REPORT
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Strategic report
Governance
Financial statements
Report from the Audit & Risk Committee Chair
On behalf of the Board, I am pleased to present my first Audit & Risk
Committee report, for the year ended 31 March 2026 (FY26). I was
appointed Chair of the Committee in July 2025, having served as a
member since February 2024. I would like to thank my predecessor, Mary
Reilly, for her leadership of the Committee and her significant contribution
to the Group in that role, as well as for the valuable support she continued
to provide as a Committee member during FY26.
In line with Mitie’s succession plans, Roger Yates retired from the Board,
and the Audit & Risk Committee, during the year. I would also like to
express my thanks to Roger for his substantial contribution to the Audit &
Risk Committee throughout his tenure.
This report provides an insight into key areas considered by the Committee
during the year to discharge its responsibilities in relation to financial
reporting, risk management, internal control, the internal audit function
and interactions with the Group’s external auditor, BDO LLP (BDO).
During the year, the Group continued to grow both organically and
inorganically, including the strategic acquisition of Marlowe Group plc
(Marlowe) and four infill acquisitions. These acquisitions required focused
integration activity to ensure that robust controls and processes were
maintained across the enlarged Group. The acquisition of Marlowe was a
particularly significant milestone, establishing Mitie’s market-leading position
in Facilities Compliance.
Mitie has also continued to focus on the implementation of its
transformation programme, and as part of this, during FY26, the
Communities division was successfully absorbed into the existing Business
Services and Technical Services divisions. This was reflected in the nature
of some of the matters presented for consideration at the Committee
meetings during the year.
Given the evolving environment, I have made a conscious effort to meet
frequently with senior Finance staff, the Internal Audit team, the Risk team,
and BDO’s senior staff, which has enabled me to monitor developments
and ensure that the appropriate related matters are brought to the
Committee for review and discussion.
With the acquisition of Marlowe, the Group is becoming a larger and
more complex business, and the Group’s risk profile is also evolving with
the expansion into new areas such as prison management. In recognition
of this, the Board is increasing its focus on risk, building on an already
strong management framework. Accordingly, during the year, the Board
requested that the Committee expand the scope of its responsibilities
to include oversight of the Group’s risk management framework, which
resulted in a change in name of the Committee and an update to the
Committee’s Terms of Reference. Following this change, the Committee
received regular and insightful reporting from management’s Group Risk
Committee, led by the Group’s Chief Risk Officer, strengthening the
already well-established processes.
In preparation for compliance with the upcoming changes to the UK
Corporate Governance Code 2024 (the Code), including Provision 29,
the Group continued to test, and strengthen, its internal control and risk
management frameworks during the year. Improvements were made
across financial and non-financial reporting, operations and compliance.
Key initiatives delivered under the Committee’s oversight included:
• Ongoing strengthening of the Group’s enterprise risk management
framework through external benchmarking and independent assurance,
including the successful completion of key International Organisation for
Standardisation (ISO) risk and resilience assessments
• The enterprise risk management and resilience capability has also
been enhanced, including the delivery of a new classroom-based risk
management training programme, and the introduction of a new
resilience training package to support proactive incident management and
operational resilience
• Design and launch of a Key Risk Indicator dashboard to improve visibility
and monitoring of the Group’s principal risks, alongside the introduction
of themed deep-dive reviews into key risk areas to support more
focused Committee challenge and assurance
• The Group advanced its top-down assurance mapping, completing
coverage for all 16 principal risks. This has improved visibility of assurance
activities and strengthened accountability and consistency in control
execution across the Group
• A structured, risk-aligned methodology for identifying and validating
material controls was implemented, including thematic analysis of
control performance, further enhancing the effectiveness of the
internal controls framework
• The Internal Audit team improved quality and efficiency through
increased use of data analytics and innovative reporting techniques,
while strengthening action tracking to support timely and sustainable
remediation. This expanded assurance coverage over principal risks and
material controls
• Delivered proactive, data-driven measures and enhanced tools to identify
fraud risks and strengthen preventative controls, supported by targeted
fraud risk workshops and training to improve fraud awareness across
the Group
• Regular training sessions have been consistently delivered to divisional
finance teams throughout the year as part of the Group’s continuous
professional development (CPD) programme, including accounting topics
such as revenue recognition and provisions. This initiative reinforces the
Group’s commitment to fostering professional growth and maintaining
high standards of expertise within the Finance function
• For the acquired businesses and in particular Marlowe, comprehensive
reviews of balance sheets, accounting policies, processes and controls
have been conducted as part of the acquisition accounting and integration
procedures. This ensures alignment with the Group’s standards and
facilitates a smooth transition
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continued
In addition to fulfilling its normal programme of activities during the year,
the areas of focus for the Committee in relation to the FY26 financial
statements have been:
• Reviewing the judgements made by management in respect of
acquisitions accounting, and challenging the methodologies used for the
valuation of acquired intangible assets
• Assessing the classification of amounts reported within Other items
and the associated disclosure, by reviewing the framework of controls
operated by management around this area and challenging the nature of
the charges and credits classified as Other items. The focus was to ensure
that the Annual Report and Accounts presents a reader with meaningful
and balanced insight into the underlying results of the business
• Evaluating judgements made by management related to provisions
required on onerous contracts, other contract-specific provisions
and provisions on trade and other receivables, including assessing
the adequacy of the provisions and the appropriateness of the
related disclosures
• Challenging management’s determination of operating segments and
cash-generating units (CGUs), in light of changes to the Group’s divisional
structure, to ensure compliance with UK International Financial Reporting
Standards (IFRS) criteria
• Challenging management’s judgements in relation to impairment
assessments for the carrying value of goodwill
• Challenging the approach taken by management to support the going
concern and viability statements set out on pages 168 and 98 respectively
• Reviewing the distributable reserves position of Mitie Group plc, to
ensure shareholder distributions are appropriately supported
• Assessing key financial reporting judgements made by management in the
context of applying the remuneration policy for executive management
as set out by the Remuneration Committee
During the year, I also received two letters from the Financial Reporting
Council (FRC), which were reviewed by the Committee:
• In a letter dated 25 February 2026, the FRC informed Mitie that it had
carried out a review of Mitie’s Annual Report and Accounts for the year
ended 31 March 2025 (FY25). I am pleased to report that in that letter
the FRC noted that it had no questions or queries that it wished to raise.
The FRC did highlight a number of matters to be considered during
preparation of the Annual Report and Accounts for FY26, to the extent
that these matters are material and users of the accounts would benefit
from enhanced disclosure. These matters have been considered by the
Committee and, to the extent relevant, have been incorporated into the
Annual Report and Accounts for FY26
• In a letter dated 26 February 2026, the FRC confirmed that its Audit
Quality Review team had completed an inspection of the audit of
Marlowe’s financial statements for the year ended 31 March 2025,
which was performed by RSM UK LLP (RSM). The review identified no
‘key’ findings and only a single ‘other’ finding. The period under review
was prior to Mitie’s acquisition of Marlowe, and RSM has subsequently
resigned as auditor of Marlowe; however, the Committee considered the
scope of the review and examined the ‘other’ finding raised, concluding
that this has been appropriately addressed in the acquisition accounting
and in the post-acquisition period
Further detail regarding the Committee and its work can be found on
pages 125 to 129.
In conclusion, the Committee was able to provide positive assurance
to the Board that the Annual Report and Accounts for FY26, when
taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s position and
performance, business model and strategy. As Chair of the Audit & Risk
Committee, I will be available at the 2026 AGM to answer any questions
about the work of the Committee.
Penny James
Chair of the Audit & Risk Committee
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Audit & Risk Committee review of key financial
reporting matters
The Audit & Risk Committee gives attention to matters it considers to be
important by virtue of their size, complexity, level of judgement required
or potential impact on the financial statements and wider business model,
and matters pertaining to governance. Identification of the issues deemed
to be significant takes place following open, frank and challenging discussion
between the Committee members, with input from the Chief Financial
Officer, the external auditor, the Director of Internal Audit, the Director
of Group Finance, the Group Financial Controller and other relevant
Mitie colleagues.
The Committee considered the significant matters set out below. Papers
were presented to the Committee by management, setting out the
relevant facts, material accounting estimates and the judgements associated
with each item. The external auditor provided papers setting out its views
on each key area of judgement.
The Committee discussed the papers with management, challenged the
underlying assumptions and sought the views of the external auditor on
each matter. For each area of judgement considered, following review
and challenge, the Committee concurred with the treatment adopted by
management and the related disclosure presented in the Annual Report
and Accounts.
Accounting for acquisitions
The Group continued to transform and grow during FY26, completing
several strategic acquisitions, including the Marlowe Group, Forest Group,
SPM in Spain, El-Team Vest in Denmark, and ABC Elektro in Norway.
The Committee reviewed management’s assessment of the accounting
outcomes for each transaction. This included detailed challenge of
the acquisition balance sheet process, with particular focus on the
determination of fair values attributed to the assets acquired and
liabilities assumed. The Committee also examined the approach taken
to valuing acquired intangible assets. For the Marlowe acquisition, an
external valuation specialist was engaged, and the Committee discussed
with management the methodologies applied and the key assumptions
underpinning the valuation.
The Committee also reviewed management’s assessment of the
measurement period adjustments relating to the provisional acquisition
balance sheets for the ESM and Argus transactions, both completed
in FY25. The Committee challenged management’s rationale, and was
satisfied that the adjustments reflected new information about conditions
and circumstances that existed at the respective acquisition dates, and the
adjustments were appropriate to be adjusted in the acquisition balance sheet.
Following its review, the Committee is satisfied that the disclosures relating
to these acquisitions within the FY26 consolidated financial statements
are appropriate.
Use of Alternative Performance Measures (APMs)
The Group’s performance measures continue to include some measures
that are not defined or specified under IFRS. The Committee has
considered presentation of these additional measures in the context of the
guidance issued by the European Securities and Markets Authority (ESMA)
and the FRC in relation to the use of APMs, challenge from the external
auditor and the requirement that such measures provide meaningful and
balanced insight for shareholders into the results and financial position of
the Group.
In particular, the Committee challenged the classification of certain costs
within Other items, ensuring that there is a robust framework of controls
around the assessment and that the classification and disclosure are
appropriate, with the aim of providing a reader of the Annual Report and
Accounts with a meaningful understanding of the underlying results of
the business. This was achieved through the review by the Committee of
detailed papers prepared by management throughout the year, setting out
each category of Other items, analysing the charges and credits reported
within each category, ensuring consistency of treatment and documenting
the rationale as to why these charges and credits were both incremental to
‘business as usual’ activities and directly related to the category.
The Committee challenged as to whether any charges or credits had been
rejected from the Other items category, based on the framework of
controls operated by Group Finance around the reporting of Other items.
Management confirmed that this had been the case and that the divisions
continued to engage proactively with Group Finance to discuss whether
potential charges or credits would qualify for reporting as Other items.
The Committee concurred that clear and meaningful descriptions have
been provided for the APMs used, that the relationship between these
measures and the equivalent IFRS measures is clearly explained, that
the IFRS measures are afforded equal prominence to the APMs, and
that the APMs would enhance a reader’s understanding of the financial
performance and position of the business.
A reconciliation of the APMs to the equivalent IFRS measures is provided
in the Appendix – Alternative Performance Measures on pages 223 to 225.
Contract-specific provisions
Management conducted an assessment of the adequacy of provisions
related to material contractual disputes.
Contract-specific provisions, totalling £26.5m, have been recognised
at 31 March 2026 (FY25: £33.0m), which primarily relate to remedial
and rectification costs required to meet customers’ contract terms.
Management’s assessment included external expert opinions obtained,
where necessary, to assess the adequacy of the provisions recognised.
The Committee reviewed the assessments presented by management,
challenged management on the judgements made in determining the level
of provisions recognised, and was satisfied with the level of provisioning
and associated disclosure.
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AUDIT & RISK COMMITTEE REPORT
continued
Onerous contract provisions
During the year, management performed reviews of contracts to assess
whether any contracts may be onerous over the remaining term of the
contract and, where this is the case, the extent to which a provision should
be made for future forecast losses.
Onerous contract provisions totalling £12.1m have been recognised at
31 March 2026 (FY25: £10.0m). Management’s assessments were made
in the context of the plans that have been developed and are being
implemented by divisional management to improve the profitability
of these contracts.
The Committee reviewed management’s papers on the assessment
of onerous contracts, challenged the key assumptions applied, and was
satisfied that the provisions recognised are appropriate and sufficient.
Changes to operating segments and CGUs
During the year the Group’s Communities division was successfully
absorbed into the Business Services and Technical Services divisions.
The Group’s operating segments are established on the basis of those
components of the Group whose performance is evaluated regularly
by the Board of Directors in deciding how to allocate resources. As the
Group manages its business on a service line basis, the change in structure
led to changes in operating segments and also separately the determination
of CGUs.
The Committee evaluated management’s assessment, in the context of the
reporting on divisional performance that the Board received throughout
the year, and how resource allocation decisions were made by the Board
during the year.
Review of the Group’s going concern and viability statements
The Committee has reviewed the Group’s assessment of going concern.
The Committee also reviewed the Group’s viability assessment over a
period of three years to 31 March 2029, which considered a range of
scenarios that were based on the potential financial impact of the Group’s
principal risks and uncertainties as set out on pages 84 to 95.
After due consideration, the Committee concluded that the assumptions
used in both these assessments were appropriate and reflected the
Group’s principal risks and uncertainties. The Committee also reviewed
the Group’s reverse stress testing and challenged management’s conclusion
that the likelihood of any such scenarios occurring was remote. Factors
that were considered included the current trading performance compared
with the base case, the Group’s performance during historically challenging
periods such as the Covid pandemic, and the further mitigation actions
available to management.
Based on the Group’s forecasts for the going concern assessment
period, and the Committee’s recommendation, the Board is satisfied
that the Group will be able to operate within the level of its facilities for a
period of no less than 12 months from the date of approval of the FY26
consolidated financial statements. For this reason, the Board considered it
appropriate for the Group to adopt the going concern basis in preparing
its consolidated financial statements. Further details of the going concern
assessment are set out in Note 1 to the financial statements on page 168.
In accordance with the Code, the Directors have assessed the viability
of the Group over the three-year period to 31 March 2029. Based on
this assessment, the Directors have concluded that there is a reasonable
expectation that the Group will be able to continue in operation and meet
its liabilities as they fall due over the three-year period to 31 March 2029.
The more detailed assessment of the Group’s long-term viability is set out
in the viability statement on page 98.
Other matters considered by the Audit & Risk Committee
Management has continued to operate an established, structured process
for the identification of material accounting judgements made, which are
assessed at both a divisional and Group level in arriving at the results. The
judgements with a significant actual or potential impact on the Group’s
results are presented to the Committee for consideration.
In addition to the matters outlined above, the Committee considered
papers prepared by management in respect of the following matters:
• Assumptions used for pensions actuarial valuations for accounting
purposes
• Impairment review of goodwill for each individual CGU
• Improvements in the billing process in the telecoms infrastructure
business to reduce the ageing on accrued income
• Key assumptions around tax, including recoverability of deferred
tax assets
• Distributable reserves assessments prior to distributions to shareholders
Senior Accounting Officer update
The Chief Financial Officer presented a paper to the Committee detailing
the processes in place to ensure that the relevant controls had operated
effectively during FY26, thereby supporting signature of the Senior
Accounting Officer certificate that is submitted to His Majesty’s Revenue
and Customs (HMRC). The Committee considered this paper, discussed
in-year developments with management and concluded that it was satisfied
with the approach taken by management.
External audit
The Audit & Risk Committee is committed to ensuring the independence,
effectiveness and objectivity of the external auditor, and reviews the
performance of the external auditor in respect of audit-related services
and non-audit services every year.
Appointment and re-appointment of the external auditor
The Group undertook a competitive external audit tendering process
in 2017, and BDO LLP (BDO) was selected as the Company’s external
auditor with effect from 19 September 2017. Since this date, BDO has
continued to provide external audit services to the Group. Greg Watts
is the current lead partner for BDO, and led the Group audit for FY26,
which was his fourth year in this role.
The Committee annually considers whether an external audit tender is
required in the interests of audit quality or auditor independence, taking
into account the regulations for listed companies that require companies
such as Mitie to tender the external audit at least every 10 years. FY26
marks BDO’s ninth year as auditor, meaning the audit for the year ending
31 March 2028 (FY28) must be tendered under the regulations. In
recognition of this, the Committee initiated a tender for the FY28 audit
during the year, with the process expected to conclude during the year
ending 31 March 2027. The Group has no contractual arrangements that
restrict its choice of statutory auditor.
The Committee confirms that the Group is in compliance with the
Statutory Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014.
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External auditor effectiveness
The Audit & Risk Committee monitored the conduct and effectiveness of
the external auditor through its assessment of:
• The experience, expertise and perceptiveness of the auditor
• The planning and execution of the agreed audit plan and quality of
reports from the auditor
• The conduct of the auditor, including the Committee’s experience of
interaction with the auditor
In addition to receiving written reports from the external auditor and from
management, the Committee also conducted private meetings with the
external auditor and other meetings separately with management. These
meetings provided the opportunity for open discussion and feedback on
the audit process, the responsiveness of management and the effectiveness
of both the internal and external audit teams.
Meetings with the external auditor included challenge from the Committee
around the efficiency and effectiveness of the audit process, including use
of data analytics techniques and opportunities to place more reliance on
controls as part of the audit approach.
The Committee also discussed and agreed an appropriate audit fee, to
support the performance of a thorough and effective audit process.
Non-audit services provided by the external auditor
The Group has a non-audit services policy, approved by the Committee,
that ensures the external auditor remains independent and objective
throughout the provision of its independent audit services and when
formulating its audit opinion. This non-audit services policy is underpinned
by principles that ensure that the external auditor does not:
• Audit its own work
• Make management decisions for the Group
• Create a conflict of interest
• Find itself in the role of advocate for the Group
The Group non-audit services policy reflects the requirements of the
FRC’s Revised Ethical Standard 2019, which limits the types of non-audit
services that external auditors can provide. Under the requirements,
permitted services are largely those required by law or regulation, loan
covenant reporting, and other assurance services closely related to the
audit of Annual Report and Accounts. The Committee confirms that the
Group non-audit services policy is consistent with the FRC’s Revised Ethical
Standard 2019.
Under this policy, prior to the appointment of the external auditor to
provide any permitted non-audit services, approval must be obtained
from the Chair of the Audit & Risk Committee. A report of all non-audit
services performed by the external auditor during FY26, irrespective of
value, was submitted to the Committee.
A summary of the fees paid to the external auditor for FY26 is set out in
Note 5 to the consolidated financial statements. Fees for other audit-
related services of £253,000 were related to the review of the half-yearly
financial report. No other non-audit services were provided by BDO
during FY26. The Committee considered reports from both management
and the external auditor, which included monitoring of fees for permitted
non-audit services compared with the FRC fee cap, none of which raised
concerns about external auditor independence.
Risk management
The Group’s risk management framework provides a structured
yet adaptable approach to identifying, assessing and managing risks
across the organisation, supporting effective financial and non-financial
reporting, operational resilience and regulatory compliance in a dynamic
operating environment.
Ultimate responsibility for the Group’s risk management and internal
control framework rests with the Board. During FY26, the Board formally
delegated the responsibility for overseeing management’s implementation
of these systems to the Audit & Risk Committee, and the Committee’s
Terms of Reference were updated accordingly.
The Group continues to operate management’s Group Risk Committee,
chaired by the Chief Legal Officer in their capacity as Chief Risk Officer.
This Committee provides executive leadership and oversight of the
Group’s risk management framework, bringing together divisional leaders,
functional heads and subject-matter experts to support consistent
application of the framework and effective escalation and reporting of
risks. The Chief Risk Officer reports to the Audit & Risk Committee on all
risk management matters.
An overview of the Group’s risk management framework is set out on
page 85.
Risk management approach
The Board recognises that effective risk management and a sound system
of internal controls are fundamental to successful delivery of the Group’s
strategy. Risks across the business are recorded on the Group’s central risk
management system and reviewed regularly, with the Group risk profile
considered by the Group Risk Committee ahead of review by the Audit &
Risk Committee and approval by the Board.
During FY26, the Group continued to strengthen its enterprise risk
management approach through a series of targeted enhancements,
including completion of comprehensive top-down assurance mapping
across the principal risks, improving transparency of assurance coverage
and accountability for control ownership.
A structured, risk-aligned methodology was implemented to identify
and validate material controls, supported by thematic analysis of control
performance and oversight by the Audit & Risk Committee. Risk
monitoring was further enhanced through the design and launch of a Key
Risk Indicator dashboard, improving visibility of risk trends and supporting
more proactive management of the Group’s principal risks.
Alongside these structural enhancements, the Group continued to invest
in risk capability and resilience through targeted training programmes and
leadership engagement, complemented by successful independent external
assurance against recognised risk and business continuity standards.
During FY26, the Audit & Risk Committee continued to review emerging
and principal risks through regular risk management updates from the
Chief Risk Officer and the Director of Enterprise Risk Management. The
Committee enhanced its oversight through the introduction of themed
deep-dive reviews into key risk areas, enabling more focused challenge
and assurance.
The Committee also reviewed the operation and effectiveness of the risk
management framework in supporting the Group’s going concern and
viability assessments and maintained oversight of internal financial controls
and wider control systems.
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AUDIT & RISK COMMITTEE REPORT
continued
Risk identification, assessment and culture
The Audit & Risk Committee undertakes robust assessment of the
Group’s principal and emerging risks, informed by both internal and
external perspectives. Risks are assessed using consistent impact and
likelihood criteria and monitored against the Board-approved risk appetite.
Horizon scanning and forward-looking assessments continue to support
timely identification of changes in the risk profile, which are escalated
through established governance forums as appropriate.
The Group recognises that a strong risk culture is critical to effective
risk management. The ‘One Mitie’ vision and values, supported by the
Employee Handbook and ethical business conduct policies, provide the
foundation for expected behaviours and decision-making. Risk awareness
and accountability are reinforced through training, leadership engagement
and enterprise-wide initiatives, supporting consistent understanding of risk
responsibilities across the Group.
Risk monitoring and review
Each risk is assigned to a named owner responsible for maintaining effective
mitigation plans and controls. Control effectiveness and management
actions are reviewed regularly, with oversight provided by the Group
Risk Committee. Second-line assurance activity operates across the
business, aligned to the Committee’s objectives, while Internal Audit
provides independent assurance over the design and effectiveness of the
control environment.
The Audit & Risk Committee reviews assurance outcomes throughout
the year and advises the Board on the effectiveness of the Group’s risk
management and internal control systems. The framework is designed
to manage, rather than eliminate, risk and therefore provides reasonable,
but not absolute, assurance. The Committee confirms that the processes
described above were in place throughout FY26 and remained effective
up to the date of approval of the Annual Report and Accounts.
Internal controls
The Board is accountable for maintaining an effective system of internal
controls across Mitie. This responsibility is discharged through the Audit &
Risk Committee, which provides independent assessment and oversight
of financial reporting processes, the internal controls framework, risk
management and compliance.
Management is responsible for maintaining a robust system of internal
controls, supported by the independent Internal Audit function within the
Group. The Group Internal Audit function comprises three distinct but
interlinked teams: Internal Audit, Internal Controls and Investigations.
The Group’s internal controls framework, designed in accordance with the
Committee of Sponsoring Organisations (COSO) model, encompasses
financial and non-financial reporting, operational and compliance-related
controls. This framework continues to support a culture of compliance
and accountability.
During FY26, the Group made strong progress in its readiness to achieve
compliance with the UK Corporate Governance Code 2024 requirements
(the Code), and in particular Provision 29 of the Code. This provision is
applicable to the Group for the year ending 31 March 2027, requiring the
Board to issue an annual formal declaration on the effectiveness of material
internal controls.
Mitie has been proactively preparing for the changes to the Code, and a
structured methodology, linked to Mitie’s risk management framework,
was used to validate material controls, which are being refined and
prioritised to support the Board’s formal declaration in FY27. The
Committee has overseen this work closely, and an internal assessment is
being undertaken to consolidate evidence and evaluate readiness.
The Audit & Risk Committee has also strengthened its oversight of control
effectiveness by introducing a more structured review of control themes
and trends. This has enabled the Committee to focus its challenge on
areas of recurring weakness or slower remediation, and to ensure that
improvement plans are appropriately prioritised, resourced and completed
in a timely manner.
The Committee is encouraged by the way in which the Provision 29
readiness programme has been used to drive meaningful improvements
in how Mitie designs, operates and monitors its processes and controls.
The benefits of this work include clearer ownership on internal controls,
stronger compliance, and a more embedded culture of accountability.
During FY26, the scope of independent testing of controls was also
expanded across the Group, and in addition to core financial processes and
focus on material controls, testing also covered areas such as health and
safety, mergers and acquisitions, ESG reporting frameworks and IT general
controls. These areas were prioritised due to their operational, compliance
and regulatory significance.
Where improvement opportunities were identified, the Committee
maintained oversight of the resulting actions, supporting timely remediation
and providing appropriate challenge where required.
The top-down assurance mapping of all 16 principal risks was completed
and approved by management and the Audit & Risk Committee. These
maps provide a clear view of assurance coverage and have informed the
prioritisation of improvements in assurance coverage. Regular updates
were provided to the Committee, with an annual consolidated report
submitted to the Committee as part of year-end governance.
In parallel with testing and mapping, the Group has continued to embed a
more structured and consistent approach to controls ownership. This has
resulted in business leaders increasing their engagement in the design and
operation of controls, which is visible through their ongoing support for the
work undertaken by the Internal Controls team, and supporting clearer
documentation, training and walk-throughs. This has helped to reduce
variability in control execution across divisions and improve the quality of
evidence available to support assurance activities.
This approach has been particularly evident in the financial controls testing
programme, where the Internal Controls team has worked closely with
business units to ensure that lessons from testing and audit findings are
shared and embedded. This has supported more consistent control
performance and strengthened the link between control design and day-
to-day execution.
Internal audit
The Internal Audit team continued to provide independent and objective
assurance over the Group’s governance, risk management and internal
control frameworks.
The authority and responsibilities of the Internal Audit function are
defined in its charter, which is reviewed regularly by the Audit & Risk
Committee. The Internal Audit function reports directly to the Committee
(administratively to the Chief Financial Officer), which allows the function
to achieve objectivity and offers independence from those activities being
audited. The Committee Chair also assesses the Internal Audit team’s
performance against objectives and oversees the appointment and removal
of the Director of Internal Audit.
The internal audit plan for FY26 was developed in close consultation
with key stakeholders across the Group, including Board members and
wider Mitie leadership teams, and was approved by the Committee
in March 2025. The plan was kept under continual review during the
year to incorporate agility for timely responses to emerging risks and
business priorities.
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During FY26, 24 internal audits were delivered and key areas of focus
included cyber security, procurement, project governance, health and safety,
fleet and vehicle management, and acquisition integration. The Internal Audit
team also reviewed critical financial and people-related processes, including
payroll data, absence management and unbilled revenue.
A tailored audit report is produced to present the findings of each internal
audit and any remedial action plans developed by management in response,
which are tracked to completion by the Internal Audit team. These reports
are reviewed and challenged by the Committee and are made accessible
to the members of the Committee and BDO. Regular progress updates
were also provided to the Committee throughout FY26 by the Director
of Internal Audit.
The action tracking process was further strengthened in FY26 through
a more robust review of evidence supporting closure of actions, which
required action owners to demonstrate to the Internal Audit team
that underlying root causes had been addressed. This has contributed
to improved control maturity scores and a more sustainable approach
to addressing risks.
To enhance the clarity and accessibility of assurance outputs, the Internal
Audit team utilised innovative reporting formats such as summarised
dashboards, the ‘audit on a page’ concept and ongoing assurance
memorandums. The team also strengthened its capabilities in auditing
emerging technologies, including Artificial Intelligence, and leveraged data
analytics to improve audit quality and efficiency.
The year saw further improvement in the organisational culture, with
senior leaders proactively commissioning audits to obtain assurance
over critical areas, demonstrating a robust and embedded culture of
accountability across the organisation.
Whistleblowing and allegations of fraud
The Investigations team supports the Group’s whistleblowing and
investigations process, providing dedicated expertise for fraud
investigations and matters relating to conduct or compliance with
Group policies.
During FY26, the Group continued to operate its independent
whistleblowing service via the EthicsPoint platform, alongside other
channels such as the CEO’s direct mailbox, ‘Grill Phil’ and reporting to
Group Internal Audit.
Investigations are taken seriously by management and the Board, and
documented reports for investigations are created and approved via
a formalised process. The improvement actions recommended by
the Investigations team are agreed with management and tracked to
completion through Group Internal Audit’s action tracking process.
The Committee receives regular updates on whistleblowing and
investigations from the Director of Internal Audit, including the nature of
concerns raised, progress of investigations and the status of recommended
actions. The Committee also monitors progress on these actions to help
prevent recurrence and to support the continued enhancement of internal
processes and controls.
Any themes emerging from investigations are also formalised and shared
across the Group Internal Audit function, which ensures that recurring
risks or control weaknesses are reflected in future internal audit and
controls testing plans, enabling a coordinated and targeted response across
the internal assurance functions.
The Committee is satisfied that the Group’s whistleblowing and
investigations process remains effective.
Fair, balanced and understandable
In accordance with Provision 27 of the Code, the Directors confirm that
they consider the Annual Report and Accounts, taken as a whole, to be
fair, balanced and understandable, and that it provides the information
necessary for shareholders to assess the Group’s position, performance,
business model and strategy. When arriving at this position, the Board was
assisted by various processes, including the following:
• The Annual Report and Accounts was drafted by senior management
with overall coordination by Group Finance to ensure consistency across
the relevant sections
• A review was undertaken to assess the consistency of the Annual
Report and Accounts with internally reported information and investor
communications, and to assess the balance between reported measures
and Alternative Performance Measures
• Reviews of drafts of the Annual Report and Accounts were undertaken
by the Executive Directors, Chief Legal Officer & Company Secretary,
other senior management and external advisors
• The final draft was reviewed by the Audit & Risk Committee prior to
consideration by the Board
An explanation by the Directors of their responsibility for preparing the
Annual Report and Accounts can be found on page 152.
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ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) COMMITTEE REPORT
“As Chair of the ESG Committee, I am
proud to reaffirm Mitie’s commitment
to strong environmental, social and
governance principles. ESG remains
integral to our strategy, driving continuous
improvement in sustainability and social
value across our organisation. Through this
ongoing focus, we aim to deliver meaningful
benefits for our customers, colleagues and
the communities in which we operate.”
Salma Shah
Chair of the ESG Committee
ESG Committee members
Chair:
Salma Shah
Committee members:
Penny James
Peter Dickinson
Kathryn Dolan (Chief People Officer) appointed 2 June 2025
Claire Lovegrove (Director of Corporate Affairs)
Jason Roberts (Group Director for Sustainability)
Jason Towse (Managing Director of Business Services)
Jon Hughes (Group Quality, Health, Safety and Environment Director)
Sameen Sheikh (Director of Internal Audit)
Helen Longfils (Group Director of Social Value)
Kate Heseltine (Group Investor Relations and Corporate Finance Director)
ESG Committee meetings
The Committee met six times during FY26.
Key purpose of the ESG Committee
The ESG Committee plays a central role in supporting the Board’s
oversight of environmental, social and governance matters and in
ensuring that ESG considerations are embedded within the Group’s
strategy, decision-making and culture.
Key responsibilities of the ESG Committee
The Committee’s responsibilities include oversight of:
• ESG strategy and priorities and their alignment with the Group’s
overall strategy
• Climate-related risks and opportunities, including transition planning
• Environmental performance and sustainability initiatives
• Social value, community engagement and stakeholder considerations
The Committee’s Terms of Reference are available at
www.mitie.com/investors/corporate-governance.
Introduction
As Chair of the ESG Committee, I am pleased to report on the work done
by the Committee during the year. The report provides an overview of the
Committee’s activities and achievements during the year. The Committee
has a key role in supporting the Board by providing guidance and direction
on the Company’s ESG ambitions. The Committee provides Board
oversight for elements of the Group’s strategy that relate to ESG priorities,
in accordance with the Company’s ESG strategy.
Key activities during the year
Governance and oversight
• Regular formal meetings of the ESG Committee were held throughout
the period, with agendas, papers, minutes and action trackers reviewed
and approved at each meeting
• The Committee reviewed and approved updates to its Terms of
Reference, ensuring continued alignment with best practice and evolving
governance expectations
• The Committee provided ongoing oversight of ESG governance
structures, including the ESG Risk Group and ESG Working Group
• The Committee considered and approved the appointment of
Kathryn Dolan
ESG strategy, targets and performance
• Reviewed performance against ESG targets and delivery plans, including
monitoring progress against FY26 targets and identifying areas requiring
additional focus (for example Scope 1 and 2 emissions)
• Reviewed and agreed draft ESG targets under a new five-year plan,
including carbon re-baselining following the Marlowe acquisition and
proposed targets for FY26–FY30, ahead of submission to the Board
• Considered the integration of ESG targets with executive remuneration
and long-term incentive plans, ensuring alignment with strategic objectives
Environmental matters
• Environmental strategy updates were considered at Committee
meetings, including progress on decarbonisation, fleet electrification and
emissions reduction pathways
• The Committee discussed climate-related risks, Net Zero ambition
and the implications of cost, capability and resourcing required to meet
medium- and long-term targets
• Oversight was provided on water management and waste, with
requests for deeper reviews of water-related activities added to
the forward planner
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Financial statements
Social value, people and communities
• Oversaw the development, launch and mobilisation of Plan Thrive, Mitie’s
social value strategy, including ongoing reporting on delivery and impact
• Reviewed people-related matters, including colleague engagement,
reward and recognition, equality, diversity and inclusion, learning and
development, apprenticeships and leadership diversity
• Monitored volunteering activity and voluntary, community and social
enterprise spend, reviewing progress against internal targets and actions
to strengthen delivery
Mitie Foundation
• Conducted a comprehensive review of the Mitie Foundation, including its
purpose, governance, funding model and alignment with Plan Thrive and
broader social value objectives
• Considered legal, financial and governance implications of maintaining
the Foundation as an independent charity and noted management’s
recommendation to retain charitable status
• Agreed that future updates on the Foundation would be provided to the
ESG Committee via Plan Thrive and social value reporting
Reporting, controls and assurance
• Oversaw ESG-related internal controls and assurance, including internal
audit updates and development of assurance mapping to support
governance and reporting obligations
• Reviewed draft sustainability and ESG disclosures, including preparation
for increased regulatory and reporting requirements (e.g. Corporate
Sustainability Reporting Directive (CSRD) related readiness work)
Horizon scanning and stakeholder engagement
• Undertook horizon scanning to identify emerging ESG risks,
opportunities and themes relevant to Mitie’s strategy and operations
• Considered investor and stakeholder expectations, including increased
focus on social and reputational risk, and the quality of ESG disclosures
Our awards
Key achievements during the year
As an industry leader in ESG, our innovative work in this field has seen us
recognised with the following accreditations and awards.
Salma Shah
Chair of the ESG Committee
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ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) COMMITTEE REPORT
continued
Task Force on Climate-related Financial
Disclosures (TCFD)
Board oversight of climate-related risks and opportunities
The Board and the ESG Committee share responsibility for overseeing
climate-related risks and opportunities.
Given the Committee’s action-oriented mandate, its membership
predominantly consists of MGX representatives and senior management.
As of 31 March 2026, three Committee members were also members of
the MGX.
The governance framework at Mitie facilitates comprehensive assessment
and management of climate-related risks and opportunities.
Mitie’s climate change risk assessment (TCFD risks and opportunities) is
overseen by Jason Roberts, Group Director for Sustainability, who serves
as both a Committee member and Chair of the ESG Risk Group. Senior
Finance team members disseminate this document across all business
divisions, ensuring a thorough review of business and operational risks
and opportunities.
Priorities for the year ahead
In the coming year, the ESG Committee expects to focus on:
• Oversee the revised ESG Strategy incorporating the social value
framework of Plan Zero and Plan Thrive
• Continued oversight of climate-related risks, opportunities and
transition planning
• Monitoring progress against ESG priorities and commitments
• Enhancing ESG governance, data and disclosures
• Keeping under review developments in ESG regulation and
reporting expectations
ESG Committee governance framework
Board
The Board holds primary responsibility for
overseeing sustainability, environmental
and climate issues, such as TCFD risks and
opportunities. It assesses climate-related risks and
opportunities when determining principal risks
and shaping business strategy.
Interaction with
Board Committees
All Board members have
access to ESG Committee
meeting materials through
a secure electronic Board
portal. The Committee
works closely with other
Board Committees to
ensure effective and
joined-up governance.
This includes the
Audit
& Risk Committee
, in
relation to ESG risks,
controls and assurance,
and the
Remuneration
Committee
, in relation
to the consideration of
ESG measures within
executive remuneration,
where applicable.
ESG Committee
The Committee oversees social value,
sustainability, environmental issues and climate-
related risks and opportunities (TCFD). It reviews
and approves Mitie’s climate risk assessment after
ESG Risk Group approval and receives regular
updates from ESG Risk Group meetings. At each
Board meeting, the Chair of the Committee
provides an overview of recent Committee
meetings and any recommendations requiring
approval by the Board.
ESG Risk Group
The ESG Risk Group meets quarterly in line
with the Audit & Risk Committee meetings, and
reports to the Committee. This group comprises
representation from Finance, Risk, Legal, ESG and
Investor Relations. Its key responsibilities include:
• Overseeing and directing the ESG Working Group
• Reviewing and mitigating identified climate-
related risks
• Realising climate-related opportunities
• Reviewing and approving Mitie’s climate
change risk assessment document (TCFD
risks and opportunities)
ESG Working Group
The ESG Working Group meets quarterly to
explore environment, business ethics, sustainable
procurement and labour and human rights, and
reports to the ESG Risk Group. Its members
include representation from Sustainability,
Procurement, Property, Fleet, Energy,
Waste, Water, HR, Ecology and Legal. Its key
responsibilities include:
• Identifying and delivering actions to achieve
Mitie’s Plan Zero initiative objectives
• Driving down energy consumption and
associated carbon emissions
• Transitioning to a circular economy, water
stewardship and improving biodiversity
• Improving Mitie’s processes around labour,
human rights and business ethics
• Engaging our supply chain and embedding
sustainability within our procurement processes
• Improving the accuracy of supply chain emissions
data calculations
• Taking action in response to feedback from our
reporting commitments, such as CDP and EcoVadis
REPORTING
INFORMING
INFORMING
REPORTING
REPORTING
INFORMING
REPORTING
INFORMING
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DIRECTORS’ REMUNERATION REPORT
STATEMENT FROM THE REMUNERATION COMMITTEE CHAIR
“Our approach remains focused on
ensuring that executive remuneration
is aligned to performance, supports the
delivery of our strategy, and is fair and
responsible in the context of the business
as a whole.”
Jennifer Duvalier
Chair of the Remuneration Committee
Remuneration Committee members
Throughout FY26, the Remuneration Committee comprised:
Chair:
Jennifer Duvalier
Committee members:
Chet Patel
Salma Shah
Roger Yates (until 31 December 2025)
Remuneration Committee meetings
The Remuneration Committee met four times during FY26.
Key purpose of the Remuneration Committee
The purpose of the Remuneration Committee is to develop and
oversee remuneration policies and practices that support Mitie’s
strategy and promote long-term sustainable success.
Key responsibilities of the Remuneration Committee
The Committee has responsibility for determining the remuneration of
Mitie’s Executive Directors and the Chair, taking into account the need
to ensure Executive Directors are properly incentivised to perform in
the interests of the Company and its shareholders.
The Committee is also responsible for setting the remuneration for
other senior executives, including the Mitie Group Executive (MGX).
The Committee also reviews workforce remuneration and related
policies and takes these into account when setting the policy for
Executive Directors.
The Committee regularly consults with the CEO and key HR executives
on various matters relating to the appropriateness of rewards for
the Executive Directors. However, the CEO and other Executive
Directors are not present when matters relating directly to their own
remuneration are determined.
This is also the case for other executives attending Committee meetings.
The Company Secretary attended the meetings as Secretary to the
Committee. The CEO and HR executives attended the meetings by
invitation only.
The Remuneration Committee’s Terms of Reference are available at
www.mitie.com/investors/corporate-governance.
On behalf of the Board, I am pleased to present the Directors’
remuneration report for the year ended 31 March 2026.
The report is split into two main parts:
•
Executive remuneration at a glance:
This sets out a summary of our
policy, remuneration outcomes for this year and how we intend to
operate our policy for next year
•
The Annual Report on Remuneration:
This provides more detail on the
above, as well as setting out other remuneration-related disclosures
Business performance and context
FY26 has been another year of progress for Mitie, with double-digit
growth in revenue and operating profit before Other items for the third
consecutive year and good free cash flow generation. The acquisition of
Marlowe was completed and the integration is progressing well, further
developing Mitie’s leadership into business-critical Facilities Compliance.
A record total order book and bidding pipeline position Mitie well going
into the final year of our FY25-FY27 Strategic Plan.
Supporting our colleagues
Mitie is a people business; our exceptional colleagues are integral to the
Group’s success.
During FY26, we granted our first double free share award, with those
earning the least receiving the most shares in line with previous awards.
For our hourly paid colleagues, we increased pay in line with the National
Living Wage or Real Living Wage increases. In practice, this means that a
considerable number of our people received increases of around 4%–6%.
For our salaried colleagues, the overall pay budget increase for FY26 was
set at 3%, balancing Group affordability with talent market pressures.
Remuneration decisions and outcomes in respect
of FY26
Salary
The CEO’s salary of £900,000 has been unchanged since his appointment
in 2016. As in previous years, the Committee has decided to not
implement any salary increase for Phil Bentley.
The CFO’s salary has been unchanged since FY24. The Committee
carried out a full review of the CFO’s remuneration package, taking into
account sustained Company performance, his individual contribution
and delivery, the evolving scope and complexity of the role, internal
relativities and external market positioning. The Committee determined
a 9.2% salary increase to £450,000 effective 1 June 2026 is appropriate,
recognising his continued strong performance and addressing a gap in
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DIRECTORS’ REMUNERATION REPORT
market competitiveness, while also considering the need for stability during
leadership transition. Further details, including external comparator groups,
are shown on page 139. The Committee also made the decision to increase
the CFO’s bonus and LTIP opportunity for FY27 to 200% of base salary,
within the current policy framework.
FY26 bonus
The annual bonus for FY26 was based on operating profit before Other
items, revenue, free cash flow and strategic/individual performance. At the
end of the year, the Committee assessed performance against the targets
and was mindful of the latest shareholder guidance and market sentiment. As
such, the Committee gave careful consideration to the year’s context, taking
into account the experience of colleagues, stakeholders and shareholders.
FY26 was a year of good Group performance. Operating profit before
Other items of £264.1m was between target and maximum, revenue
of £5,619m was between threshold and target and free cash flow of
£162.1m exceeded the maximum. Assessment against strategic non-
financial objectives was such that 76% of the maximum overall bonus was
determined for the CEO and CFO on a formulaic basis.
Whilst FY26 was a year of progress for the Group, with good free cash
flow generation, double digit growth in revenue, a record total order book
– which reached £16.3bn – and the further development of our leadership
into business-critical Facilities Compliance (through Marlowe), there were
also material headwinds that impacted profitability. These included contract
losses and underperformance in certain contracts, as well as the impact of
£18.6m of under-recovered National Insurance and labour cost increases.
The Group’s management made the judgment that the formulaic annual
bonus outcome was not commensurate with the overall experience of the
business, nor with the wider workforce context, where many household
budgets are under pressure from rising taxation and costs. Against that
backdrop, it was felt that reducing the senior leadership bonus pool was
both appropriate and equitable.
Accordingly, management recommended a reduction in the total bonus
pool, compared with the formulaic outcome, with more senior roles
bearing a higher proportion of the reduction. The Committee considered
this recommendation carefully and, against the context described above,
concluded that it was appropriate for a 45ppt reduction to be applied to the
Executive Directors, resulting in a final bonus outcome of 31% of maximum.
2023 LTIP
The Committee assessed the outcome of the June 2023 Long Term
Incentive Plan (LTIP) award against three performance measures: earnings
per share (EPS), cash conversion and ESG targets. In assessing the outcome
of the award, the Committee also had reference to a return on invested
capital (ROIC) underpin.
Following a review of performance against targets, the Committee
determined that the formulaic outcome was that 97.5% of the award
would vest in June 2026.
As part of its assessment, the Committee also took into account the wider
performance of the Group over the three year performance period,
and the shareholder experience. This included recognition that when the
targets were set in 2023, the market was expecting an EPS before Other
items of c.9.8p for FY26, compared with the actual EPS before Other items
of 12.6p for FY26 (after adjusting to exclude the benefit of share buybacks
on the weighted average number of shares used in the calculation), which
is an outperformance of c.30%. Also, when the targets were set, the
Group had just reported its results for FY23, including revenue of £3.9bn
and operating profit before Other items of £162.1m, and the share price
was c.95p. Three years later, the Group has reported its results for FY26,
including revenue of £5.6bn and operating profit before Other items of
£264.1m, representing significant growth over the performance period,
and the share price has increased by c.80%.
In this context, the Committee determined that the outcome of 97.5% was
appropriate. The Committee’s objective with both short term and longer
term remuneration is the same: to ensure that the outcomes fairly and
accurately reflect the performance of the business and the experience of
shareholders, and are appropriate in the context of the wider workforce.
We believe this year’s incentives outcomes achieve that.
Performance against the targets for this award are described in more detail
on page 142 in the Annual Report on Remuneration.
Incentives approach for FY27
For FY27, the Committee is intending to operate the annual bonus and
LTIP using the same framework and measures used in FY26:
• Phil Bentley’s maximum bonus opportunity will be unchanged at 200%
of salary. As stated in the FY24 report, Phil will not be granted an LTIP
award in FY27
• Simon Kirkpatrick’s maximum bonus opportunity and LTIP opportunity
have been increased to 200% of base salary
• The annual bonus will continue to be based on financial and strategic
targets, with 80% based on financial measures and 20% on strategic and
personal objectives. The mix for FY27 will be: revenue (27.5%), profit
(27.5%), free cash flow (25%) and non-financial measures (20%)
• The LTIP measures will continue to be: EPS (33.3%), ROIC (33.3%) and
revenue (33.3%). The Committee will also have reference to ESG and
leverage during the period, and has the discretion to adjust the award
accordingly. As part of its assessment of the appropriate vesting amount,
the Committee will take into account all relevant factors including
the wider performance of the Group and the context of both the
shareholder and employee experience
Engaging with the workforce
The Mitie Board values the views of our colleagues and has multiple
engagement routes. In addition to my role as the Chair of the
Remuneration Committee, I act as the designated Non-Executive Director
responsible for oversight of the Board’s engagement with the workforce. In
this role, I regularly engage with the workforce on a broad range of topics,
including reward and benefits. In addition, we undertake engagement
surveys in order to better understand the views of a wider range of
colleagues. The engagement surveys include a range of specific questions
on pay practices and presents an opportunity for the workforce to ask its
own questions about colleague or executive reward.
Through the feedback from surveys, supplemented with my findings
from regular direct engagement with the workforce, the voice of Mitie
people is heard at Remuneration Committee meetings. This enables the
Remuneration Committee to take into account the views of colleagues
when considering executive remuneration and the pay and employment
conditions throughout the wider workforce.
I attended a listening session with frontline colleagues specifically focused
on reward and executive remuneration. Colleagues fed back on their
benefits package, noting their thanks for the ongoing free share awards.
Colleagues were interested in understanding the Executive Directors’
incentive arrangements and were reassured to hear about the Board’s
rigour and fairness for the consideration of reward for executives in
relation to that of the wider workforce.
Conclusion
We will be seeking approval for the Directors’ remuneration report
(advisory vote) at the 2026 AGM. I welcome your views and feedback on
the report.
Jennifer Duvalier
Chair of the Remuneration Committee
jennifer.duvalier@mitie.com
STATEMENT FROM THE REMUNERATION COMMITTEE CHAIR
continued
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EXECUTIVE REMUNERATION AT A GLANCE
How we intend to operate our policy for FY27
The following table provides an overview of our remuneration policy and summarises the approach for remuneration arrangements for Executive
Directors for FY26 alongside how the Committee intends to apply it for FY27. The full policy approved at the 2024 AGM is available on our website
(www.mitie.com/investors/corporate-governance) and in the Annual Report and Accounts 2024.
At a glance
Overview of policy
FY26
FY27
Base salary
Salaries are generally reviewed annually, effective
from 1 April. The review may be influenced by:
• The individual’s role, experience
and performance
• Business performance and the wider market
and economic conditions
• The range of increases across the Group
• An external comparator group comprising
sector comparators and size-adjusted
comparator organisations
CEO: £900,000
CFO: £412,000
CEO: £900,000 (no increase)
CFO: £450,000 (+9.2% increase)
Benefits
The Group provides a range of benefits, which
may include a company car/car allowance, private
health insurance, life assurance and annual leave.
Benefits are reviewed periodically against
market and new benefits may be added and/or
amended as required to support the attraction
and retention of key talent.
Benefits for FY26 include private
medical cover, car allowance/car and
financial/tax planning advice
No changes to benefits are planned
for FY27
Pension
Executive Directors are eligible to participate
in the defined contribution pension scheme
or to receive a cash allowance in lieu of a
pension contribution.
3% of base salary
(in line with the workforce)
3% of base salary
(in line with the workforce)
Maximum bonus
opportunity
Maximum bonus opportunity is 200% of
base salary.
CEO: 200% of base salary
CFO: 175% of base salary
CEO: 200% of base salary
CFO: 200% of base salary
Bonus deferral
50% of the bonus is normally deferred into
shares that vest after a minimum of two
years (subject to continued employment).
50% of bonus deferred into shares
that vest after at least two years
50% of bonus deferred into shares
that vest after at least two years
Bonus performance
measures – mix
Measures and targets are set annually and payout
levels are determined by the Committee after
the year end based on performance against
those targets.
80% financial, 20% strategic
non-financial
80% financial, 20% strategic
non-financial
Bonus performance
measures – metrics
Bonuses are based on stretching financial and
strategic objectives assessed by the Committee
at the end of the year, with the underlying aim
of encouraging and rewarding the generation of
sustainable returns to shareholders.
Revenue (27.5%)
Profit
1
(27.5%)
Free cash flow (25%)
Individual (10%)
Other strategic (10%)
Revenue (27.5%)
Profit1 (27.5%)
Free cash flow (25%)
Strategic and personal
objectives (20%)
Maximum LTIP
opportunity
Awards may be made up to a maximum level of
200% of base salary.
CEO: nil
2
CFO: 175% of base salary
CEO: nil
2
CFO: 200% of base salary
LTIP performance
measures
Performance over at least three financial years
is measured against stretching objectives that
have the underlying aim of encouraging and
rewarding the generation of sustainable returns
to shareholders.
EPS (33.3%)
ROIC (33.3%)
Revenue (33.3%)
EPS (33.3%)
ROIC (33.3%)
Revenue (33.3%)
1. Operating profit before Other items.
2. In line with the CEO reward plan approved at the 2024 AGM, a one-off LTIP award of 600% of base salary was made in respect of FY25. No LTIP awards were made to the CEO in
FY26 and none will be made to the CEO in FY27. The maximum LTIP opportunity applicable for a new CEO under the remuneration policy is 200% of base salary.
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Phil Bentley
2026
Salary
£900,000
Benefits
£47,866
Pensions
£27,000
Bonus
£565,003
LTIP
£3,948,103
Total
£5,487,972
Simon Kirkpatrick
2026
Salary
£412,000
Benefits
£9,444
Pensions
£12,360
Bonus
£226,315
LTIP
£1,535,372
Total
£2,195,491
2025
Salary
£900,000
Benefits
£61,428
Pensions
£27,000
Bonus
£1,472,400
LTIP
£4,991,651
Total
£7,452,479
2025
Salary
£412,000
Benefits
£4,308
Pensions
£12,360
Bonus
£599,872
LTIP
£1,572,370
Total
£2,600,910
DIRECTORS’ REMUNERATION REPORT
EXECUTIVE REMUNERATION AT A GLANCE
continued
At a glance
Overview of policy
FY26
FY27
LTIP holding period of
two years after vest
Awards will normally be subject to an additional
holding period of at least two years.
Shares released after at least five
years (vesting after three years plus
two-year holding period)
Shares released after at least five
years (vesting after three years plus
two-year holding period)
Share ownership
requirements
Executive Directors are required, over time, to build and maintain a minimum shareholding in the Company worth 200% of
base salary.
Executive Directors will be expected to maintain their shareholding at 100% of their ownership requirement for one year
post-departure, reducing to 50% for the second year post-departure, or in either case the actual shareholding on departure
if lower.
Malus and clawback
provisions
Recovery provisions (malus and clawback) have applied to incentives for a number of years. Further details of the recovery
provisions, including the circumstances and timeframe for which they can be applied, are set out in the remuneration policy.
Single figure for FY26
The table below reports a single figure of total remuneration for each of the Executive Directors for the financial year ended 31 March 2026 and their
comparative figures for the financial year ended 31 March 2025.
Further information on the above is provided in the Annual Report on Remuneration.
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Base salary
LTIP
Annual bonus
Pension
Benefits
Executive incentives and link to strategy
The following table sets out how the intended measures across the incentive plans for FY27 support the Group’s strategy and KPIs:
Accelerating
growth
Operating margin
progression
Cash
generation
ESG
leadership
Annual bonus
27.5% revenue
27.5% profit
25% free cash flow
20% strategic and individual
objectives (inc. ESG)
LTIP
1
33.3% revenue
33.3% EPS
33.3% ROIC
1.
Under the LTIP 2026, the Committee will also have reference to ESG and leverage during the period, and has the discretion to adjust the award accordingly, including to nil.
Note: details of the FY27 annual bonus targets will be disclosed in the FY27 remuneration report.
Malus and clawback
The Committee has the discretion to apply malus and/or clawback in the event of the following circumstances in relation to awards under the Annual
Bonus Plan (ABP) or the LTIP in the circumstances set out in the relevant plan rules and award documentation, which currently includes: misstatement
of results or an error in the calculation of performance; misconduct; reputational damage; or failure of risk management or control.
The malus and clawback provisions under the ABP and the LTIP may be operated if it comes to light within two years from vesting that information used to
determine performance was materially inaccurate and resulted in a material overstatement of an award or in the event of any act/omission by an individual
that would give grounds for summary dismissal (with no time limit). The period of operation of these malus and clawback provisions has been chosen to
align with the Company’s long-term business strategy and performance goals, while also ensuring that any potential misconduct or poor performance can
be appropriately addressed and remedied within a reasonable timeframe. For the avoidance of doubt, the clawback provisions apply to any cash payments
made and/or any shares into which bonus is deferred in relation to the ABP and LTIP awards made after the 2024 AGM.
In line with the new UK Corporate Governance Code requirements, the Committee also confirms that there was no application of malus and clawback
provisions in the reporting period.
SUMMARY OF REMUNERATION POLICY
+
+
+
+
= Total
Fixed
Variable
The standard remuneration approach for the Executive Directors comprises the following elements:
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Annual Report and Accounts 2026
DIRECTORS’ REMUNERATION REPORT
The following table sets out how the remuneration policy addresses the factors set out in the UK Corporate Governance Code:
Clarity
The Committee considers that Mitie’s remuneration structures are transparent and welcomes open and frequent
dialogue with shareholders on its approach to remuneration. Major shareholders were consulted on the Committee’s
approach to remuneration, including the changes to the remuneration policy, which were approved by shareholders at
the 2024 AGM.
Simplicity
The remuneration policy is designed to be comprehensive without becoming overcomplicated and to encourage
Executive Directors to concentrate on the profitable growth of the business. When developing the remuneration
arrangements, the Committee was conscious of ensuring the overarching structure remained simple and easy to
understand for both shareholders and participants.
Risk
The Committee considers that the structures of the incentive arrangements do not encourage inappropriate risk-
taking. The following best-practice measures are in place to minimise risks:
• Deferral under the ABP, the LTIP holding period and the shareholding requirement, including post cessation, provides
a clear link to the ongoing performance of Mitie’s business and the experience of shareholders
• The Committee has discretion to adjust the formulaic outcomes if it considers that they are not reflective of the
underlying performance of Mitie or the individual
• Malus and clawback provisions apply to the ABP and LTIP
Predictability
One of the Committee’s principles is that the majority of reward opportunity for Executive Directors should be
provided through performance-related incentives linked to the Group’s strategic goals and taking account of the
Group’s attitude to risk; reward under these incentives is linked to both individual and Group performance. Page 146 of
the 2024 Annual Report and Accounts sets out four illustrations of the application of the remuneration policy, including
the potential opportunity levels resulting from threshold, target and maximum performance under the ABP and LTIP.
Proportionality
Performance measures and target ranges under the ABP and LTIP are designed to be sufficiently stretching in order to
ensure outcomes are fully aligned with Mitie’s performance.
As above, the Committee has discretion to override formulaic outcomes in order to ensure performance is reflective
of Mitie’s underlying performance.
Alignment to culture
The Committee believes in an approach to executive pay that is commensurate with value creation for shareholders.
The remuneration policy and the Company’s incentive schemes have been designed to drive appropriate behaviours
consistent with Mitie’s purpose, values and strategy.
SUMMARY OF REMUNERATION POLICY
continued
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Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
ANNUAL REPORT ON REMUNERATION
Executive Director remuneration (subject to audit)
The table below reports a single figure of total remuneration for each of the Executive Directors for FY26 and their comparative figures for FY25:
Year
Salary
Benefits
1
Pension
2
Total fixed pay
Annual bonus
3
LTIP
4
Total variable pay
Total
Phil
Bentley
2026
£900,000
£47,866
£27,000
£974,866
£565,003
£3,948,103
£4,513,106
£5,487,972
2025
£900,000
£61,428
£27,000
£988,428
£1,472,400
£4,991,651
£6,464,051
£7,452,479
Simon
Kirkpatrick
2026
£412,000
£9,444
£12,360
£433,804
£226,315
£1,535,372
£1,761,687
£2,195,491
2025
£412,000
£4,308
£12,360
£428,668
£599,872
£1,572,370
£2,172,242
£2,600,910
1.
Benefits are calculated in terms of UK taxable values and relate to the cost of private medical cover, car allowance and financial/tax planning advice. Simon Kirkpatrick’s benefits include
the use of an electric car. Phil Bentley’s benefits include the matching shares element from his Share Incentive Plan (SIP) purchases based on the share price upon purchase.
2. The pension benefit disclosed above for Phil Bentley comprises cash allowances in lieu of pension contributions of 3% of base salary. For Simon Kirkpatrick, the pension benefit
disclosed comprises a combination of employer pension contributions and a cash allowance in lieu of pension contributions, totalling 3% of base salary.
3. Annual bonus payable in respect of the financial year includes any deferred element at face value at the date of award. Further information about how the level of the award for FY26
was determined is provided on pages 140 and 141.
4. The LTIP figures disclosed for FY26 are in respect of the 2023 LTIP awards and have been valued, in line with the regulations, using the average share price of the last three months
of FY26 (172.30p) and include dividend equivalents accrued over the vesting period. The share price at grant (using the average closing middle market price for the last five trading
days prior to the start of the financial year on 1 April 2023) was 80.9p, and 113% of the LTIP amounts included in the table above are attributable to share price appreciation. Further
information about how the level of vesting (97.5%) was determined is provided on page 142. The LTIP figures disclosed for FY25 include the 2022 LTIP for which the figures included
in the FY25 remuneration table have been adjusted to reflect the actual valuation based on the closing share price on the date of vesting, which was 143.2p, and include dividend
equivalents accrued until the vesting dates.
Non-Executive Director remuneration (subject to audit)
The fees for the Non-Executive Directors for FY26 and their comparative figures for FY25 are set out below:
2026
1
£’000
2025
1
£’000
Derek Mapp
2
88
274
Christopher Rogers
2
285
10
Jennifer Duvalier
88
71
Penny James
72
54
Chet Patel
62
54
Mary Reilly
65
64
Salma Shah
75
65
Roger Yates
2
55
63
Total
790
655
1.
All amounts were paid in cash and no other UK taxable benefits were received in either year.
2. Christopher Rogers joined the Board on 19 March 2025 and was appointed Chair following Derek Mapp’s retirement from the Board on 22 July 2025; Roger Yates retired from the
Board on 31 December 2025.
Base salary and benefits
For salaried colleagues, the overall pay budget increase for 2026 was set at 3%, balancing Group affordability with talent market pressures.
The CEO’s salary of £900,000 has been unchanged since his appointment in 2016. As in previous years, the Committee decided to not implement any
salary increase for Phil Bentley, and as discussed in the 2024 Annual Report and Accounts, his salary will remain frozen until at least 1 April 2027.
Following its annual review of Executive Director base salaries, the Committee undertook a full assessment of the CFO’s remuneration, taking into account
sustained Company performance, his individual contribution and delivery, the evolving scope and complexity of the role, internal relativities and external
market positioning. Since his appointment in April 2021, the CFO has played a central role in supporting Mitie’s strong operational and financial progress
and in strengthening Mitie for continued delivery. Over this period, the Committee has exercised relative restraint on his base salary progression, with
increases generally modest and broadly aligned with the wider workforce, including no increase in FY26, and the CFO’s current salary remaining below that
of the last non-interim CFO (£430,000).
The Committee also reviewed independent external benchmarking for CFO roles in (i) companies in the top half of the FTSE 250 (consistent with Mitie’s
current positioning); and (ii) companies of a comparable market capitalisation. This analysis indicated that the CFO’s current salary is positioned below
the market midpoint across both comparator groups. The Committee therefore determined that an increase of 9.2% from £412,000 to £450,000 is
appropriate, moving salary closer to, but still below, the market medians.
The primary rationale for the salary adjustment is to recognise sustained strong performance and to address a clear competitiveness gap in base salary
positioning. As a supporting consideration, the Committee also recognised the importance of maintaining stability and continuity within the executive team
as Mitie progresses through a period of leadership transition.
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Annual Report and Accounts 2026
DIRECTORS’ REMUNERATION REPORT
Non-Executive Director fees
Fees are reviewed on a periodic basis and at least every three years. Fees for the Non-Executive Directors were last reviewed in FY25, with subsequent
increases effective from 1 January 2025. No increases were made in FY26. Non-Executive Director fees are summarised in the table below:
From
1 April 2026
£’000
From
1 April 2025
£’000
Chair fees
1
285
285
Non-Executive Director core fees
2
62
62
Additional fees:
Senior Independent Director
11
11
Chair of a Committee
13
13
Designated Non-Executive Director for workforce engagement
10
10
1.
The Chair’s fee is inclusive of the Non-Executive Director core fee and no additional fees are paid to the Chair where he or she is Chair or a member of other Committees.
2. For Non-Executive Directors, individual fees comprise the core fee and additional supplemental fees for the Senior Independent Director, for chairing Committees; and for the
designated Non-Executive Director for workforce engagement, to reflect the greater responsibility and time commitment required.
Annual Bonus Plan (ABP) FY26
Awards in respect of FY26 were considered under the ABP. Phil Bentley was eligible for a maximum bonus opportunity of 200% of base salary. Simon
Kirkpatrick was eligible for a maximum bonus opportunity of 175% of base salary.
The awards were structured by reference to performance against a blend of financial measures (80% of the bonus opportunity) and strategic/individual
objectives (the remaining 20%). At the threshold level of performance for financial targets, 25% of the maximum bonus opportunity is due, with 50% of
the maximum bonus opportunity due at the target level and 100% at the maximum level. Between these points, the outcome is determined on a linear
sliding scale basis.
The table below shows actual performance and the corresponding outcomes for each measure on a formulaic basis. Whilst FY26 was a year of progress
for the Group, with good free cash flow generation, double digit growth in revenue, a record total order book – which reached £16.3bn – and the
further development of our leadership into business-critical Facilities Compliance (through Marlowe), there were also material headwinds that impacted
profitability. These included contract losses and underperformance in certain contracts, as well as the impact of £18.6m of under-recovered National
Insurance and labour cost increases.
The Group’s management made the judgment that the formulaic annual bonus outcome was not commensurate with the overall experience of the
business, nor with the wider workforce context, where many household budgets are under pressure from rising taxation and costs. Against that backdrop,
it was felt that reducing the senior leadership bonus pool was both appropriate and equitable.
Accordingly, management recommended a reduction in the total bonus pool, compared with the formulaic outcome, with more senior roles bearing a
higher proportion of the reduction. The Committee considered this recommendation carefully and, against the context described above, concluded that
it was appropriate for a 45ppt reduction to be applied to the Executive Directors, resulting in a final bonus outcome of 31% of maximum.
Performance measure
Weighting
Performance range
Performance
Formulaic outcome
(% of bonus opportunity)
Operating profit
1
27.5% of the award
£244.8m threshold
£257.7m target
£270.6m maximum
£264.1m
21% out of 27.5%
Revenue
27.5% of the award
£5,471m threshold
£5,699m target
£5,927m maximum
£5,619m
11% out of 27.5%
Free cash flow
25% of the award
£107.2m threshold
£126.1m target
£145.0m maximum
£162.1m
25% out of 25%
Strategic non-financial
objectives
20% of the award
The Committee considered performance against the strategic objectives
set out below and determined that the outcome was 19% of the
maximum for the CEO and CFO.
19% out of 20%
Total formulaic outcome
76% of maximum
Adjustment
As noted in the Committee Chair’s statement and above the Committee supported management’s proposal that an
adjustment of 45ppts would be appropriate.
Annual bonus outcome
31% of maximum
1. Operating profit before Other items.
ANNUAL REPORT ON REMUNERATION
continued
141
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Performance against the strategic targets and individual objectives set for Phil Bentley and Simon Kirkpatrick were as follows:
Phil Bentley (CEO)
Non-financial strategic objectives
• Successful acquisition of Marlowe and integration progressing well, further developing Mitie’s leadership into
business-critical Facilities Compliance.
• New capabilities in refrigeration maintenance and heat pumps added through acquisitions completed during the year.
• Supporting customers in high-growth European locations, including the Nordics, where we strengthened our
regional capability through two infill Fire & Security acquisitions.
• Advancing AI leadership including integrating Intelligent Solutions through Mozaic360, a unified data and AI insight
platform for real-time visibility into service, asset and environmental performance.
• Launch of Plan Thrive, our social value framework aligned to our purpose: Better Places; Thriving Communities.
• Significant savings through ongoing programmes of margin enhancement initiatives.
• Strengthened leadership capability by refreshing the Mitie Group Executive team and launching a new development
programme to accelerate the growth of senior talent across the organisation, enhancing succession depth and future-
ready leadership capability.
Simon Kirkpatrick (CFO)
Non-financial strategic objectives
• Acquisition of Marlowe completed, with integration progressing well and early cost synergies of £7.0m
• Short-term bridge facility put in place to facilitate the acquisition of Marlowe, which was then successfully refinanced
at competitive rates.
• Completed implementation of new organisational and reporting structure, and delivered savings from margin
enhancement initiatives of £25.1m.
• Increased levels of engagement with investors in the UK, Europe and North America.
• Strong cost control programme has mitigated labour and NIC pressures and strengthened operational performance.
• Implemented further working capital process improvements, supporting good free cash inflow of £162.1m for FY26.
• Further progress on Mitie’s controls framework, using a structured methodology to validate material controls, ahead
of Provision 29 implementation.
The bonus outcome is therefore as follows:
Total bonus payable
% of maximum
Total bonus
£’000
Cash
£’000
Deferred shares
£’000
Phil Bentley
31% of maximum
565
283
283
Simon Kirkpatrick
31% of maximum
226
113
113
Annual Bonus Plan FY27
Financial performance for the FY27 ABP continues to be based on revenue, operating profit before Other items and free cash flow, with a combined
weighting of 80%. The remaining 20% is based on non-financial objectives. However, if none of the financial targets have been achieved, no bonus will be
payable by reference only to the non-financial objectives. Details of the targets set will be disclosed in the FY27 remuneration report.
LTIP awards granted in 2025 (subject to audit)
On 19 June 2025, the following conditional LTIP awards were granted to the Executive Directors:
Award
Type
Number
of shares
1
Face value
(£’000)
% of base
salary
Performance
conditions
Performance
period
Phil Bentley
2
–
–
–
–
–
–
–
Simon Kirkpatrick
Performance LTIP June 25
Nil-cost
options
628,048
£721,000
175%
Performance
conditions are
set out in the
table below
Three financial
years ending
31 March 2028
1.
Number of shares was calculated based on the lowest average closing middle market price of 114.8p for the five trading days prior to the start of the financial year on 1 April 2025.
2. As explained in the FY24 Annual Report on Remuneration, Phil Bentley was not granted an LTIP award in 2025.
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Annual Report and Accounts 2026
The LTIP awards granted on 19 June 2025 are subject to three performance measures: EPS, ROIC and revenue. These awards will vest in June 2028
conditional on performance in respect of the period of three years ending 31 March 2028 against the following measures:
Performance measure
Weighting
Performance range
Vesting of portion of the award
EPS
33.3% of the award
Threshold = 15.9p
Target = 16.7p
Maximum = 17.5p
25%
70%
100%
Straight line vesting between
these points
ROIC
33.3% of the award
Threshold = 20.0%
Target = 22.0%
Maximum = 24.0%
25%
70%
100%
Straight line vesting between
these points
Revenue
33.3% of the award
Threshold = £5,990m
Target = £6,300m
Maximum = £6,620m
25%
70%
100%
Straight line vesting between
these points
The Committee will also have reference to leverage (average debt/EBITDA) and ESG underpins such that if leverage and/or progress against the firm’s
ESG strategy is poor, there is specific discretion to allow the award to be reduced accordingly, including to nil.
Notwithstanding the above, the Committee still has full discretion to determine the performance measures and how the performance ranges applicable
to the award are applied, including discretion to adjust them in the event of changes in UK IFRS accounting standards, while ensuring that they are not
materially easier or harder to satisfy than the original performance measures and ranges.
LTIP 2026
Simon Kirkpatrick will be granted an LTIP award in 2026 at 200% of base salary. The award will vest in 2029 conditional on performance in respect of the
period of three years ending 31 March 2029 against EPS (33.3% of the award), ROIC (33.3% of the award) and revenue (33.3% of the award). 25% of the
award will vest at threshold performance, 70% of the award will vest at target and 100% of the award will vest at maximum performance. There will be
straight line vesting between these points.
Performance measure
Weighting
Performance range
Vesting of portion of the award
EPS
33.3% of the award
Threshold = 17.0p
Target = 17.9p
Maximum = 18.8p
25%
70%
100%
Straight line vesting between
these points
ROIC
33.3% of the award
Threshold = 20.0%
Target = 21.5%
Maximum = 23.0%
25%
70%
100%
Straight line vesting between
these points
Revenue
33.3% of the award
Threshold = £6,460m
Target = £6,800m
Maximum = £7,140m
25%
70%
100%
Straight line vesting between
these points
The Committee will also have reference to ESG and leverage during the period, and has the discretion to adjust the award accordingly. Notwithstanding
the above, the Committee still has full discretion to ensure that the level of any vesting outcome is appropriate based on the overall performance of the
Group and the shareholder and employee experience. Awards are also subject to an additional post-vesting holding period of at least two years.
Details of June 2023 LTIP award vesting in FY27
The performance period for the June 2023 LTIP awards (in FY24) ended on 31 March 2026 (FY26). The Committee assessed performance against three
performance measures:
Performance measure
Weighting
Performance range
Vesting of portion of the award
Mitie performance Vesting (% of max)
EPS
1
50% of the award
Threshold = 9.9p
Target = 11.0p
Maximum = 12.0p
25%
70%
100%
12.6p
100%
Cash conversion
35% of the award
Threshold = 70%
Target = 80%
Maximum = 90%
25%
70%
100%
93%
100%
ESG targets
15% of the award
• Greenhouse gas emissions: (a) revenue intensity of Scope 1 and 2
emissions reduced by 4%; and (b) 5% p.a. reduction in Scope 3 emissions
• Fleet zero carbon: 100% of Mitie’s total fleet zero tailpipe emissions
(where such vehicles exist)
• Employee engagement: improve employee engagement by 4ppt
• Customer engagement: improve NPS by 4
• Diversity: increase gender and ethnic diversity among senior leaders
5 out of
6 achieved
83%
1.
Earnings per share before Other items has (for the purpose of the LTIP performance measure) been adjusted to exclude the benefit of share buybacks on the weighted average
number of shares used in the calculation.
DIRECTORS’ REMUNERATION REPORT
ANNUAL REPORT ON REMUNERATION
continued
143
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Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
This results in 97.5% vesting of the 2023 LTIP awards on a formulaic basis.
The Committee also had reference to a return on invested capital (ROIC) underpin and was satisfied that the underpin was met.
As is usual, as part of its assessment, the Committee also took into account the wider performance of the Group and the context of both the shareholder
and employee experience. In doing so, it determined that this outcome was appropriate.
The June 2023 LTIP awards will vest in June 2026 and LTIP awards granted to Executive Directors are subject to a two-year post-vesting holding period.
Furthermore, in-employment and post-employment shareholding guidelines also ensure that the true value delivered to Executive Directors will be
established only in the years ahead and not at 2026 share prices.
Loss of office payments (subject to audit)
There have been no loss of office payments to past Directors during FY26.
Payments to past Directors (subject to audit)
There have been no payments to past Directors during FY26 that relate to their period as a Director.
Percentage change in remuneration of Directors and employees
The table below sets out the change in remuneration of the Directors who served on the Board and Mitie’s UK employees, which is considered the most
appropriate group for comparison purposes.
FY21/FY22
FY22/FY23
FY23/FY24
FY24/FY25
FY25/FY26
Salary
2
Benefits
3
Bonus
Salary
Benefits
3
Bonus
Salary
Benefits
3
Bonus
Salary
Benefits
3
Bonus
Salary
Benefits
3
Bonus
Average pay
based on
Mitie’s UK
employees
1
4.1%
5.7%
99.4%
8.1%
(0.5)% 130.6%
5.7%
(0.5)%
(5.8)%
6.0%
1.9%
47.0%
4.9%
27.0%
(13.2)%
Executive Directors
Phil Bentley
14.3%
10.1%
20.9%
0%
83.5% (38.7)%
0%
8.2%
54.1%
0%
36.2%
14.0%
0%
(22.1)% (61.6)%
Simon
Kirkpatrick
4
N/A
N/A
N/A
8.0% (49.6)% (31.6)%
5.8%
15.2%
67.1%
3.0%
6.8%
21.3%
0% 119.2%
(62.3)%
Non-Executive Directors
Derek
Mapp
5
14.3%
–
–
0%
–
–
10.0%
–
–
10.9%
–
–
N/A
–
–
Christopher
Rogers
6
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
–
–
Jennifer
Duvalier
14.3%
–
–
11.7%
–
–
0%
–
–
6.0%
–
–
23.9%
–
–
Penny
James
7
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
–
–
33.3%
–
–
Chet Patel
8
N/A
N/A
N/A
N/A
N/A
N/A
0%
–
–
3.8%
–
–
14.8%
–
–
Mary Reilly
14.3%
–
–
3.3%
–
–
0%
–
–
3.2%
–
–
1.6%
–
–
Salma Shah
8
N/A
N/A
N/A
N/A
N/A
N/A
15.1%
–
–
4.8%
–
–
15.4%
–
–
Roger
Yates
9
14.3%
–
–
3.4%
–
–
0%
–
–
3.3%
–
–
N/A
–
–
1.
The average UK employee figures reflect the changes in average annual pay for UK employees employed throughout FY25 and FY26 for FY25/26, FY24 and FY25 for FY24/25,
FY23 and FY24 for FY23/24, FY22 and FY23 for FY22/23, and FY21 and FY22 for FY21/22. Employees who were on furlough during the relevant period have been excluded for the
purposes of this analysis.
2. The increases in salary for Directors for FY22 compared with FY21 following the reductions in salary for FY21 arose from the Non-Executive Directors and Phil Bentley volunteering
30% reductions in their fees/salaries respectively for five months from 1 April 2020 as part of Mitie’s actions to mitigate the impact of Covid.
3. Includes taxable benefits such as private medical cover, car allowance/car and financial/tax planning advice. The increase of the benefit in kind tax on electric vehicles has impacted
the benefits in FY22 and FY23. The car allowance for Phil Bentley has impacted the benefits in FY23, and the move from car allowance to electric vehicle for Simon Kirkpatrick has
impacted his benefits figure. Also includes Phil Bentley’s matching shares element from his Share Incentive Plan (SIP) purchases for January 2022 onwards based on the share price
upon purchase.
4. Simon Kirkpatrick was appointed to the Board on 1 April 2021 and therefore there are no appropriate prior year comparatives in terms of Director remuneration for FY21 or FY22.
5. Derek Mapp retired from the Board on 22 July 2025.
6. Christopher Rogers joined the Board on 19 March 2025 and therefore there were no prior year comparatives.
7.
Penny James joined the Board on 1 February 2024 and therefore there are no meaningful prior year comparatives for FY24 or FY25..
8. Chet Patel and Salma Shah joined the Board on 1 April 2022 and therefore there are no prior year comparatives for FY21, FY22 or FY23.
9.
Roger Yates retired from the Board on 31 December 2025.
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Annual Report and Accounts 2026
CEO pay ratio
The table below sets out the CEO pay ratio in respect of FY26. CEO pay ratio data for previous financial years is provided for reference.
Year
Method
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
FY26
Option B
210:1
193:1
169:1
FY25
1
Option B
298:1
274:1
234:1
FY24
Option B
713:1
653:1
583:1
FY23
Option B
316:1
289:1
240:1
FY22
Option B
191:1
163:1
142:1
FY21
Option B
151:1
129:1
116:1
FY20
Option B
154:1
139:1
108:1
1.
The FY25 single figure has been updated as a result of reflecting the actual valuation on the closing share price on the first date of vesting of the LTIP award.
The pay ratios set out above were calculated using the Group’s FY26 pay data based on employees as at 5 April 2025 under method B. Method B was
selected because it made use of robust, readily available data and did not require additional analysis into the 67,000 UK people employed by the Group.
Total pay was calculated for a sample of employees at each quartile in order to ensure that the three identified employees were suitably representative
of their quartile. A full-time equivalent total pay figure was calculated for each identified employee using the single figure methodology.
In line with the Committee’s principles, the majority of the CEO’s reward opportunity is provided through performance-related incentives linked to the
Group’s strategic goals. The CEO pay ratios for FY26 have decreased compared with FY25. This is primarily due to a lower level of annual bonus payout
for the CEO compared with the prior year. As a Real Living Wage service provider, Mitie continues to increase pay levels among its various contracts
and to invest in competitive pay for all employees. Given that Mitie’s workforce profile is made up of predominantly frontline customer-facing roles, the
employees at each quartile used to compare Mitie’s CEO’s remuneration all operate within a frontline role. The Committee is comfortable that the pay
ratios are consistent with the pay, reward and progression policies at Mitie.
The following table sets out the base salary and total pay figures for the employees identified at each quartile.
Year
Element of pay
25th percentile employee
Median employee
75th percentile employee
FY26
Base salary (FTE)
£24,183
£28,068
£32,533
Total pay (FTE)
£26,098
£28,500
£32,533
Relative spend on pay
The table below shows the total cost of remuneration in the Group, compared with dividends distributed.
2026
£m
2025
£m
Change
Aggregate employee remuneration
2,942
2,523
16.6%
Equity dividends
54.7
54.5
0.4%
DIRECTORS’ REMUNERATION REPORT
ANNUAL REPORT ON REMUNERATION
continued
145
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Assessing pay and performance
The table below provides a summary of the CEO’s single figure remuneration over the past 10 years, as well as the payout and vesting levels of variable pay
plans in relation to the maximum opportunity.
FY17
Ruby
McGregor-
Smith
1
FY17
Phil
Bentley
1
FY18
FY19
FY20
FY21
FY22
FY23
FY24
FY25
FY26
Single figure
remuneration
£530,628 £479,073 £1,102,549 £2,248,948 £2,029,856 £2,891,623 £3,908,161 £6,814,848 £16,730,160
£7,452,479
4
5,487,972
Annual bonus
element (actual
as a % of max)
0%
waived
waived
79%
waived
78.6%
95%
58.2%
89.6%
81.8%
31%
Long-term
incentives element
(actual vesting as
a % of max)
0%
N/A
N/A
N/A
79.7%
2
50%
100%
90%
91.9%
3
100%
97.5%
1.
Ruby McGregor-Smith stepped down as Chief Executive Officer on 12 December 2016. Phil Bentley joined the Board on 1 November 2016 and assumed the position of Chief
Executive Officer on 12 December 2016. The figures above include Phil Bentley’s remuneration from 1 November 2016.
2. This figure includes two LTIP awards that vested based on performance to 31 March 2020 at 100% and 53% respectively.
3. This figure includes the one-off Enhanced Delivery Plan (EDP) award and the LTIP award that vested based on performance to 31 March 2024 at 92.5% and 90.2% respectively.
4. The single remuneration figure for FY25 has been adjusted from the figure published in the FY25 remuneration table to reflect the actual valuation of Phil Bentley’s 2022 LTIP award
based on the closing share price on the date of vesting, being 143.2p.
The chart below shows the historical Total Shareholder Return (TSR) performance over the same period, with Mitie’s TSR restated for the bonus element
of the 2020 rights issue. Three indices (FTSE 250, FTSE 350 Support Services and FTSE 350) have been chosen as they are widely recognised and Mitie has
been a member of these indices during the period.
0
50
100
150
200
250
TSR (rebased to 100)
March 16
Mitie
March 17
March 18
March 19
March 20
March 21
March 22
March 23
March 24
March 25
March 26
FTSE 250
FTSE 350
FTSE 350 Support Services
Share ownership (subject to audit)
Number of shares
owned as at
31 March 2026
1
Value of
target holding
Target
shareholding
2
Percentage of
salary held as at
31 March 2026
Percentage of target
achieved as at
31 March 2026
Compliance with
share ownership
guidelines
Phil Bentley
13,302,823
£1,800,000
1,065,341
2,497%
1,249%
Achieved
Simon Kirkpatrick
738,965
£824,000
487,689
303%
152%
Achieved
1. Includes shares owned by connected persons.
2. Target shareholding has been calculated using the average closing share price for the five business days prior to the end of FY26 (168.96p).
146
Mitie Group plc
Annual Report and Accounts 2026
Directors’ outstanding share interests (subject to audit)
The following tables (‘Directors’ interests granted under the share schemes’ and ‘Directors’ share ownership’) provide the outstanding share interests
for the Executive Directors:
Directors’ interests granted under the share schemes
Year of grant
Options
outstanding as
at 31 March
2025
Granted
in year
Lapsed
in year
Exercised
in year
Options
outstanding
as at
31 March
2026
9
Exercise price
Earliest
normal
exercise date
Phil Bentley
Aug 2020 LTIP
1
4,750,732
–
–
(4,750,732)
–
Nil-cost
Aug 20238
Sep 2021 LTIP
2
2,683,264
–
–
2,683,264
Nil-cost
Sep 20248
July 2021 EDP
3
8,806,611
–
–
8,806,611
Nil-cost
July 20248
June 2022 LTIP
4
3,266,787
–
–
–
3,266,787
Nil-cost
June 20258
June 2023 LTIP
5
2,224,969
–
–
–
2,224,969
Nil-cost
June 20268
June 2023 DBP
10
440,220
–
–
(440,220)
–
Nil-cost
June 2025
June 2024 DBP
11
551,363
–
–
551,363
Nil-cost
June 2026
July 2024 LTIP
6
5,162,523
–
–
5,162,523
Nil-cost
July 20278
June 2025 DBP
12
–
514,357
–
–
514,357
Nil-cost
June 2027
Simon Kirkpatrick
Sep 2021 LTIP
2
782,618
–
–
782,618
Nil-cost
Sep 20248
July 2021 EDP
3
1,391,322
–
–
1,391,322
Nil-cost
July 20248
June 2022 LTIP
4
1,029,038
–
–
–
1,029,038
Nil-cost
June 20258
June 2023 LTIP
5
865,265
–
–
–
865,265
Nil-cost
June 20268
June 2023 DBP
10
155,386
–
–
(155,386)
–
Nil-cost
June 2025
June 2024 DBP
11
211,025
–
–
211,025
Nil-cost
June 2026
July 2024 LTIP
6
689,292
–
–
689,292
Nil-cost
July 20278
June 2025 DBP
12
–
209,547
–
–
209,547
Nil-cost
June 2027
June 2025 LTIP
7
–
628,048
–
–
628,048
Nil-cost
July 2028
8
1.
The performance criteria applicable to the 2020 LTIP awards were disclosed on pages 108 and 109 of the FY21 remuneration report.
2. The performance criteria applicable to the 2021 LTIP awards were disclosed on page 123 of the FY22 remuneration report.
3. The performance criteria applicable to the 2021 EDP awards were disclosed on page 124 of the FY22 remuneration report.
4. The performance criteria applicable to the 2022 LTIP awards were disclosed on page 124 of the FY23 remuneration report.
5. The performance criteria applicable to the 2023 LTIP awards were disclosed on page 135 of the FY24 remuneration report.
6. The performance criteria applicable to the 2024 LTIP awards were disclosed on page 132 of the FY25 remuneration report.
7.
The performance criteria applicable to the 2025 LTIP awards are disclosed on page 142 of this FY26 remuneration report.
8. Awards are subject to an additional two-year holding period.
9.
The closing market price of the Company’s shares as at 31 March 2026 was 169p. The highest and lowest closing market prices during FY26 were 183p and 112p respectively.
10. The Deferred Bonus Plan award on 16 June 2023 represents the deferral of 50% of the bonus awarded for FY23, with the number of shares based on the lowest closing middle
market price for the five trading days before the date of grant (95.2p).
11. The Deferred Bonus Plan award on 14 June 2024 represents the deferral of 50% of the bonus awarded for FY24, with the number of shares based on the lowest closing middle
market price for the five trading days before the date of grant (117.13p).
12. The Deferred Bonus Plan award on 19 June 2025 represents the deferral of 50% of the bonus awarded for FY25, with the number of shares based on the lowest closing middle
market price for the five trading days before the date of grant (143.13p).
DIRECTORS’ REMUNERATION REPORT
ANNUAL REPORT ON REMUNERATION
continued
147
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Directors’ share ownership
Number of ordinary shares owned as at
31 March 2026
(or date of cessation if earlier)
1
Number of ordinary shares owned as at
31 March 2025
(or date of cessation if earlier)
Executive Directors
Phil Bentley
13,302,823
9,814,7902
Simon Kirkpatrick
738,965
583,5792
Non-Executive Directors
Derek Mapp
3
703,423
687,617
Christopher Rogers
4
194,000
–
Jennifer Duvalier
95,665
95,665
Penny James
47,091
47,091
Chet Patel
100,864
100,864
Mary Reilly
131,669
124,441
Salma Shah
35,566
25,233
Roger Yates
5
160,000
160,000
1.
The number of shares owned since 31 March 2026 has changed due to planned purchases that took place on 1 April 2026 for Non-Executive Directors. The revised figures are as
follows: Mary Reilly – 133,137 shares, Salma Shah – 37,495 shares. In addition, Phil Bentley made two SIP transactions: one on 13 April, where an additional 123 shares were acquired,
and one on 13 May, where an additional 133 shares were acquired.
2. The number of shares owned as at 31 March 2026 excludes any shares that are still subject to performance and/or holding periods. Prior year disclosures have been restated to reflect
this methodology.
3. Derek Mapp retired from the Board on 22 July 2025 and his interest in shares is shown up to this date.
4. Christopher Rogers joined the Board on 19 March 2025.
5. Roger Yates retired from the Board on 31 December 2025 and his interest in shares is shown up to this date.
There have been no changes, other than those in Note 1 above, between 1 April 2026 and 3 June 2026, the last practicable date prior to the date of
this report.
Share dilution
The Company manages dilution rates within the standard guidelines of 10% of issued ordinary share capital in respect of all employee schemes and 5% in
respect of discretionary schemes. In calculating compliance with these guidelines, the Company allocates available headroom on a 10-year flat line basis,
making adjustments for projected lapse rates and projected increases in issued share capital.
LTIP, EDP and deferred bonus awards are satisfied through the market purchase of shares held by the Mitie Group plc Employee Benefit Trust. The potential
dilution of the Company’s issued share capital is set out below in respect of all awards granted in the last 10 years under the Company’s equity-based
incentive schemes which are being satisfied through the allotment of new shares or treasury shares.
Share dilution at 31 March 2026
Dilution
2026
Dilution
2025
All share plans (maximum 10%)
7.8%
6.4%
Discretionary share plans (maximum 5%)
2.3%
2.7%
Shareholder voting
Mitie remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. Where there are substantial votes against
resolutions in relation to Directors’ remuneration, the Group seeks to understand the reasons for any such vote, and will detail here any actions in
response to it.
A resolution to approve the Directors’ remuneration policy as set out in the Annual Report and Accounts 2024 was passed at the Company’s 2024 AGM.
At the Company’s 2025 AGM, a resolution was passed to approve the 2025 Directors’ remuneration report. The results of the votes on these resolutions
were as follows:
Number of votes
Votes in favour
Votes against
Withheld
1
2024 Directors’ remuneration policy – 2024 AGM
710.1m
83.1%
143.9m
16.9%
100.0m
2025 Directors’ remuneration report – 2025 AGM
892.5m
98.35%
15.0m
1.65%
3.3m
1.
Votes withheld are not counted in the calculation of the proportion of votes for or against a resolution.
148
Mitie Group plc
Annual Report and Accounts 2026
Remuneration Committee and its advisors
The Remuneration Committee seeks and considers advice from independent remuneration advisors where appropriate.
Deloitte LLP have acted as independent remuneration advisors to Mitie since September 2017. The advisors attended Committee meetings and provided
advice and analysis of executive remuneration. During their tenure, the advisors have provided no other services to the Company (save in relation to
services connected to executive remuneration and share plans) and have also complied with the Code of Conduct for Remuneration Consultants. The
advisors’ total cost of advice to the Committee for the year was £34,000 (such fees being charged in accordance with their standard terms of business).
The Committee specifically considered the position of the advisors and was satisfied that the advice the Committee received from them was objective and
independent, given that they provided no other services to the Company.
DIRECTORS’ REMUNERATION REPORT
ANNUAL REPORT ON REMUNERATION
continued
149
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
DIRECTORS’ REPORT
The Directors present their report, together with the audited financial statements of the Company
and the Group, for the year ended 31 March 2026 as required by the Companies Act 2006.
The Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule 7.2 requires
a corporate governance statement in the Directors’ report to include certain information. The
information that fulfils these requirements can be found in this Directors’ report, the corporate
governance report, the Board Committee reports and the Directors’ remuneration report.
The Directors’ report required under the Companies Act 2006 comprises the corporate governance
statement on pages 99 to 121. The corporate governance statement fulfils the requirement under
the FCA’s Disclosure Guidance and Transparency Rules (DTR 7.2.1). For the purposes of DTR 4.1.8R,
the management report for the year ended 31 March 2026 comprises the Strategic report and this
Directors’ report.
Cross-references
Employee engagement
Refer to pages 75 to 82 of the Strategic report for a detailed overview
of Mitie’s employee engagement practices. Details can also
be found in the How the Board monitors culture section on pages 110
to 113.
Equality, diversity and
inclusion (including
employment of
disabled persons)
Mitie holds Disability Confident Leader (Level 3) accreditation under
the UK Government’s Disability Confident scheme. Information on
Mitie’s commitment to equality, diversity and inclusion, including in
relation to the employment of disabled persons, can be found on
pages 75 to 82.
Business relationships
Details of how the Directors have considered the need to foster Mitie’s
business relationships with suppliers, customers and others, and the
effect of this on the principal decisions taken by the Company during
the year, can be found in the Strategic report on page 96.
Greenhouse gas emissions,
energy consumption
and efficiency
Details of greenhouse gas emissions, energy consumption and efficiency
can be found in the Strategic report on pages 64 to 75.
Environmental data
Environmental data can be found in the Strategic report on
pages 64 to 75.
The information required to be disclosed by Listing Rule 6.6.1 can be found in the following locations:
Details of any long-term incentive schemes
Directors’ remuneration report on pages 133
to 148 and Note 28 to the consolidated
financial statements
Shareholder waiver of dividends and
future dividends
Directors’ report on page 149
No shareholder is considered a controlling shareholder as defined in the FCA Handbook.
The remaining disclosures required by Listing Rule 6.6.1 are not applicable to the Company.
Given the nature of its activities, no material
research and development work is carried out
by the Group.
The Board’s view on the likely future
development of the Group is set out in the
Strategic report on pages 24 to 29.
Financial results
A detailed commentary on the operational and
financial results of the Group for the year is
contained within the Strategic report, including
the Finance review on pages 46 to 51.
The Group’s profit before tax for the
year ended 31 March 2026 was £123.7m
(FY25: £145.4m).
Dividends
An interim dividend of 1.4p per ordinary
share (FY25: 1.3p) with a total value of £18.1m
(FY25: £16.0m) was paid to shareholders on
20 February 2026.
The Directors recommend a final dividend of
3.1p per ordinary share (FY25: 3.0p) with a total
value of £39.5m (FY25: £36.6m) based upon the
number of shares in issue (excluding treasury
shares and shares held by the Employee Benefit
Trust) as at 2 June 2026. Subject to approval at
the 2026 Annual General Meeting (AGM), the
final dividend will be paid on 27 August 2026
to shareholders on the register as at close of
business on 17 July 2026.
Total dividends per ordinary share for the year
ended 31 March 2026 will be 4.5p (FY25: 4.3p).
As at 31 March 2026, the Company
had distributable reserves of £266.9m
(FY25: £261.7m).
Mitie operates a Dividend Re-Investment Plan
(DRIP) that allows shareholders to use their cash
dividend to purchase additional ordinary shares.
Further details of the operation of the DRIP and
how to apply are available from Mitie’s Registrar,
MUFG Corporate Markets. Contact details for
MUFG Corporate Markets can be found on
page 226.
In FY26 the trustees of the Company’s
Employee Benefit Trust waived dividends
payable on ordinary shares held by the Trust.
In accordance with Section 726 of the
Companies Act 2006, no dividends are paid on
ordinary shares held in treasury.
Directors
Full biographical details of the Directors,
including Committee membership and external
appointments, are set out on pages 101 to 103.
Derek Mapp and Roger Yates retired from
the Board on 22 July 2025 and 31 December
2025 respectively.
Principal Group activities
The Company is the holding company of the
Group and its principal activity is to provide
management services to the Group. The
Group’s activities are focused on the provision
of strategic outsourcing services, further
details of which can be found on page 7 of
the Strategic report.
The Company does not have any branches
registered overseas, but certain subsidiaries
of the Company have registrations/branches
across the UK, Republic of Ireland, Guernsey,
Jersey, Isle of Man, Ascension Island, Belgium,
Cyprus, Denmark, Falkland Islands, Finland,
France, Germany, Ghana, Gibraltar, Italy, the
Netherlands, Nigeria, Norway, Oman, Poland,
Saudi Arabia, Spain, Switzerland, the United
Arab Emirates and the USA. Details of the
Company’s subsidiaries are set out in Note 33 to
the consolidated financial statements.
150
Mitie Group plc
Annual Report and Accounts 2026
Director independence
The Board considered the independence
of all Non-Executive Directors during FY26
and determined that, as at 31 March 2026,
all Non-Executive Directors continued to
be independent in mind and judgement, and
free from any material relationship that could
interfere with their ability to discharge their
duties effectively. Further information can be
found in the Nomination Committee report
on page 117.
Indemnification of Directors
and insurance
The Directors and the Company Secretary
benefit from an indemnity provision under the
Company’s Articles of Association (the Articles).
Additionally, Directors and the Chief Legal
Officer & Company Secretary have been
granted a qualifying third-party indemnity
provision (as defined by Section 234 of the
Companies Act 2006), which has been in force
throughout FY26 and remains in force as at the
date of this report.
Certain colleagues who are directors of a
subsidiary of the Company have also been granted
a qualifying third-party indemnity provision, which
has been in force throughout FY26 and remains
in force as at the date of this report.
The Group maintains Directors’ and Officers’
liability insurance, which provides appropriate
cover for any legal action brought against
the Group’s Directors and/or Officers. The
Group also maintains pension trustees’ liability
insurance, which provides cover in respect
of legal action brought against the trustees of
Mitie’s pension schemes.
Share capital
The Group is financed through equity share
capital and debt instruments. Details of the
Company’s share capital are given in Note
25 to the consolidated financial statements.
Details of the Group’s debt instruments are
set out in Note 21 to the consolidated financial
statements. Throughout FY26, the Company’s
issued share capital was publicly listed on the
London Stock Exchange and it remains so as at
the date of this report.
The Company has a single class of shares divided
into ordinary shares of 2.5 pence each (ordinary
shares). The holders of ordinary shares are
entitled to one vote each per share at general
meetings and have no right to any fixed income.
In accordance with the Articles, holders of
ordinary shares are entitled to participate in any
dividends pro rata to their holding. The Board
may propose and pay interim dividends and
recommend a final dividend to shareholders
for approval at an AGM. A final dividend may
be declared by the shareholders at an AGM
by ordinary resolution, but such dividend
cannot exceed the amount recommended
by the Board.
Financial instruments
The Group’s financial instruments include bank
borrowing facilities, lease liabilities, overdrafts
and US private placement loan notes.
The principal objective of these instruments is
to raise funds for general corporate purposes
and to manage financial risk. Further details of
these instruments are given in Note 22 to the
consolidated financial statements.
Restrictions on the transfer of shares
The Company is not aware of any agreements
between holders of its securities that may result
in restrictions on the transfer of securities or
voting rights. No person has any special rights
of control over the Company’s share capital.
There are no specific restrictions on the size of
any shareholding or on the transfer of shares,
which are both governed by the provisions of
the Articles.
Under Mitie’s Rules on Share Dealing, persons
with access to certain confidential Company
information or inside information are required
to follow a clearance to deal procedure and may
be restricted from dealing in the Company’s
shares. Persons subject to these requirements
are notified individually and appropriately
informed of the rules.
Significant interests in the Company’s
share capital
As at 31 March 2026, insofar as it is known to
the Company by virtue of notifications made
pursuant to the Companies Act 2006 and/or
Chapter 5 of the Disclosure Guidance and
Transparency Rules or otherwise, the following
persons were, directly or indirectly, interested
(within the meaning of the Companies Act
2006) in 3% or more of the Company’s total
voting rights (being the threshold for notification
that applies to shareholders pursuant to
Chapter 5 of the Disclosure Guidance and
Transparency Rules):
Number of ordinary shares
% of voting rights
Fidelity International Limited
91,911,354
7.00%
J.P. Morgan Asset Management (UK) Limited
91,402,147
6.96%
Oasis Management Company Ltd.
77,472,601
5.90%
The Vanguard Group, Inc.
64,805,070
4.93%
Fidelity Management & Research Company LLC
59,841,081
4.55%
BlackRock Investment Management (UK) Ltd.
58,372,847
4.44%
No changes have been notified to the Company pursuant to Chapter 5 of the Disclosure Guidance and Transparency Rules between 31 March 2026 and
2 June 2026, the latest practicable date prior to the date of this report.
Directors’ interests in the Company’s share capital are set out in the Directors’ remuneration report on pages 133 and 148.
DIRECTORS’ REPORT
continued
151
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
2026 Annual General Meeting
Mitie’s 2026 AGM will be held on 21 July 2026
at 11.30am at Level 12, The Shard, 32 London
Bridge Street, London SE1 9SG, and will be
viewable via a webcast.
The Board recognises that the AGM is an
important event in the Company’s corporate
calendar, providing an opportunity to engage
with shareholders. Shareholders will be able to
attend the meeting in person to vote and ask
questions or view the meeting via a live webcast.
Shareholders can also ask questions via email
to investorrelations@mitie.com. Instructions on
how to register and join the webcast are set out
in the Notice of AGM.
The Board encourages shareholders to appoint
the Chairman of the AGM as their proxy and
to provide voting instructions in advance of the
meeting in accordance with the instructions set
out in the Notice of AGM.
A statement regarding the 2025 AGM
resolution to re-elect Roger Yates will remain
available at www.mitie.com/investors/corporate-
governance until the 2026 AGM. Roger Yates
retired from the Board on 31 December 2025.
Powers of the Company to issue or buy
back its own shares
At the AGM held on 22 July 2025, the
Company’s shareholders authorised:
• The Company to make market purchases of
its own shares up to a total of 125,635,092
ordinary shares, equating to 10% of the issued
share capital of the Company (excluding
treasury shares) as at 3 June 2025
• The Directors to allot ordinary shares up to
an aggregate nominal amount of £3,140,877.30
equating to 10% of the issued share capital of
the Company (excluding treasury shares) as at
3 June 2025
These authorities will expire on the earlier date
of 30 September 2026 and the conclusion of
the 2026 AGM. A renewal of these authorities
will be put to shareholders at the 2026 AGM.
Further details are included in the notes to the
Notice of AGM.
During FY26, the Company utilised the above
authorities to undertake market purchases
in relation to the share buyback programme
announced on 14 October 2025 of 35,918,950
ordinary shares (representing 2.73% of the
issued share capital of the Company (including
treasury shares) as at 31 March 2026). The
aggregate nominal value of the shares purchased
was £897,973.75 and the total aggregate amount
paid was £59,717,501.19 (excluding expenses). Of
these shares, 3,048,419 were transferred into
treasury and 32,870,531 were cancelled.
The reasons for the share buyback programme
were detailed in the announcement made on
14 October 2025, which is available at www.
mitie.com/investors/regulatory-announcements.
On 5 August 2025, in connection with the
acquisition of Marlowe plc, 86,565,085 new
ordinary shares were listed on the FCA’s Official
List and began trading on the London Stock
Exchange’s main market.
During FY26, the Company utilised the
authorities granted at the AGM held on 23 July
2024 to undertake market purchases in relation
to the share buyback programme announced
on 16 April 2025 of 2,000,000 ordinary shares
(representing 0.15% of the issued share capital
of the Company (including treasury shares) as
at 31 March 2026). The aggregate nominal value
of the shares purchased was £50,000 and the
total aggregate amount paid was £2,804,749.95
(excluding expenses). These 2,000,000 shares
were transferred into treasury. The reasons for
the share buyback programme were detailed
in the announcement made on 16 April 2025,
which is available at www.mitie.com/investors/
regulatory-announcements.
No new shares were allotted under the
authority granted at the 2024 AGM in FY26.
During FY26, the Employee Benefit Trust
acquired 20.3m ordinary shares through market
purchases (FY25: 11.7m shares) and distributed
22.5m shares to satisfy awards under Mitie
Group plc’s Long Term Incentive Plan, Deferred
Bonus Plan, Conditional Share Plan and to the
Share Incentive Plan Trust.
The total number of ordinary shares held by
the Company in treasury as at 31 March 2026
was 2,081,540, representing 0.16% of the issued
share capital of the Company (FY25: 4,454,307,
representing 0.35% of the issued share capital
of the Company). During FY26, 7,421,186 shares
were distributed from treasury in connection
with the exercise of options by colleagues
participating in the Mitie Group plc Save As
You Earn scheme for aggregate consideration
of £4,304,516.
Articles
Amendments to the Articles must be approved
by at least 75% of those voting in person or by
proxy at a general meeting of the Company.
The Articles are available at www.mitie.com/
investors/corporate-governance.
Significant agreements –
change of control
There are a number of agreements with
provisions that take effect, alter or terminate
upon a change of control of the Company
(including following a takeover bid), such as
bank facility agreements and other financial
arrangements and employee share scheme
rules. None of these are considered to be
significant in terms of their likely impact on the
normal course of business of the Group. The
Directors are not aware of any agreements
between the Company and its Directors or
employees that provide for compensation for
loss of office or employment that occurs solely
because of a change of control.
Disclosure of information to the auditor
Each Director in office as at the date of this
Directors’ report confirms that:
• So far as he/she is aware, there is no relevant
audit information of which the Company’s
auditor is unaware
• He/she has taken all the steps that he/she
ought to have taken as a Director to make
himself/herself aware of any relevant
audit information and to establish that the
Company’s auditor is aware of that information
This confirmation is given and should be
interpreted in accordance with Section 418 of
the Companies Act 2006.
Post balance sheet events
Details of post balance sheet events can be
found in Note 32 to the consolidated financial
statements.
By order of the Board
Peter Dickinson
Chief Legal Officer & Company Secretary
3 June 2026
152
Mitie Group plc
Annual Report and Accounts 2026
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
in respect of the Annual Report, remuneration report and financial statements
The Directors are responsible for preparing
the Annual Report and financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law, the Directors are required
to prepare the Group financial statements in
accordance with UK-adopted International
Accounting Standards and applicable law and
have elected to prepare the Company financial
statements in accordance with UK Accounting
Standards and applicable law, including
Financial Reporting Standard 101 Reduced
Disclosure Framework.
Under company law, the Directors must not
approve the financial statements unless they are
satisfied that these give a true and fair view of
the state of affairs of the Group and Company
and of the Group’s profit or loss for the period.
In preparing these financial statements, the
Directors are required to:
• Select suitable accounting policies and apply
them consistently
• Make judgements and accounting estimates
that are reasonable, relevant, reliable
and prudent
• For the Group financial statements, state
whether they have been prepared in
accordance with UK-adopted International
Accounting Standards, subject to any material
departures disclosed and explained in the
financial statements
• For the Company financial statements, state
whether applicable UK Accounting Standards
have been followed, subject to any material
departures disclosed and explained in the
financial statements
• Prepare the financial statements on a going
concern basis unless it is inappropriate to
presume that the Group or Company will
continue in business
• Prepare a Directors’ report, Strategic
report and Directors’ remuneration report
that comply with the requirements of the
Companies Act 2006
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Company’s transactions
and disclose with reasonable accuracy at any
time the financial position of the Company
and enable them to ensure that its financial
statements comply with the Companies
Act 2006. They are also responsible for
safeguarding the assets of the Group and for
taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for ensuring
that the Annual Report and Accounts, taken as
a whole, is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Group’s position and
performance, business model and strategy.
Directors’ responsibilities pursuant
to DTR4.1.12
The Directors confirm that to the best of
their knowledge:
• The Group financial statements, prepared
in accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial position
and profit or loss of the Company and the
undertakings included in the consolidation
taken as a whole
• The management report includes a fair review
of the development and performance of the
business and the position of the Company and
the undertakings included in the consolidation
taken as a whole, together with a description
of the principal risks and uncertainties that
they face
Website publication
The Directors are responsible for ensuring that
the Annual Report and the financial statements
are made available on a website. Financial
statements are published on the Company’s
website in accordance with legislation in the UK
governing the preparation and dissemination
of financial statements, which may vary
from legislation in other jurisdictions. The
maintenance and integrity of the Company’s
website is the responsibility of the Directors.
The Directors’ responsibility also extends to
the ongoing integrity of the financial statements
contained therein.
By order of the Board
Phil Bentley
Chief Executive Officer
3 June 2026
Simon Kirkpatrick
Chief Financial Officer
3 June 2026
Mitie Group plc
Annual Report and Accounts 2026
153
Strategic report
Governance
Financial statements
Financial statements
154
Independent auditor’s report to the members of Mitie Group plc
161
Consolidated income statement
162
Consolidated statement of comprehensive income
163
Consolidated statement of financial position
165
Consolidated statement of changes in equity
166
Consolidated statement of cash flows
168
Notes to the consolidated financial statements
217
Company statement of financial position
218
Company statement of changes in equity
219
Notes to the Company financial statements
223
Appendix – Alternative Performance Measures (APMs)
154
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Annual Report and Accounts 2026
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MITIE GROUP PLC
Report on the audit of the financial statements
Opinion
In our opinion:
• The financial statements give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs as at 31 March 2026 and of
the Group’s profit and the Group’s cash flows for the year then ended
• The Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards
• The Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice
• The financial statements have been prepared in accordance with the
requirements of the Companies Act 2006
We have audited the financial statements of Mitie Group plc (the Parent
Company) and its subsidiaries (the Group) for the year ended 31 March
2026 which comprise of the following:
Group
Parent Company
Consolidated income statement
Company statement of
financial position
Consolidated statement of
comprehensive income
Company statement of changes
in equity
Consolidated statement of
financial position
Notes 1 to 14 to the Company
financial statements including material
accounting policy information
Consolidated statement of
changes in equity
Consolidated statement of
cash flows
Notes 1 to 34 to the consolidated
financial statements including material
accounting policy information
The financial reporting framework that has been applied in the preparation
of the Group financial statements is applicable law and UK adopted
international accounting standards. The financial reporting framework
that has been applied in the preparation of the Parent Company financial
statements is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 Reduced Disclosure Framework
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for
the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in
accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the Financial Reporting
Council’s (FRC’s) Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group and the Parent Company
and we remain independent of the Group and the Parent Company in
conducting our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors’
assessment of the Group and the Parent Company’s ability to continue to
adopt the going concern basis of accounting included:
• Considering the principal risks identified by the Directors that are
associated with the Group’s customers, suppliers, workforce and wider
economic and macro-level risks. We assessed these against our own
views of the risks, based on our understanding of the business and its
performance in the year ended 31 March 2026
• Obtaining the Directors’ cash flow forecasts covering the period to
30 September 2027 and challenging the key assumptions in respect of
revenue growth, gross profit margins, and cash generation with reference
to our knowledge of the business, its historical performance and current
results. We evaluated whether the Directors had considered appropriate
risks and uncertainties in the preparation of the cash flow forecasts,
based on our assessment of the risks and issues relating to the business
• Testing the integrity of the forecast model and assessing its consistency
with approved budgets
• Obtaining and critically reviewing the Directors’ reverse stress test
analysis, performed to determine the point at which a downturn in
revenues, a deterioration in gross margin or an increase in costs would
result in a covenant breach or liquidity shortfall and without further
mitigation, would potentially impact the going concern of the business.
Our consideration included an assessment of whether the reverse
stress test analysis appropriately considered the key risks and issues to
which the models were sensitive, and we challenged the nature and
feasibility of the mitigating actions available to the business, as identified
by the Directors
• Challenging the Directors’ conclusion that the likelihood of the downside
sensitivities required for either a covenant breach or liquidity shortfall
was remote, by reference to our knowledge of the business and the
wider environment in which it operates. This included an assessment of
reverse stress test sensitivities and current trading performance
• Assessing covenants at year end to check that the Group was compliant
under the terms of the financing agreements
• Evaluating forecast covenant compliance and headroom calculations with
reference to the covenants stated in the relevant financing agreements
• Reviewing the adequacy and completeness of disclosures in the financial
statements in respect of going concern, in line with the Directors’ going
concern assessment
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group and the Parent
Company’s ability to continue as a going concern for a period of at least
12 months from when the financial statements are authorised for issue.
However, because not all future events or conditions can be predicted, this
statement is not a guarantee as to the Group and the Parent Company’s
ability to continue as a going concern.
In relation to the Group’s reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to
in relation to the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the going
concern basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.
155
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Overview
2026
2025
Key audit matters
Appropriateness of revenue recognition in relation to certain fixed price, input method projects
that are ongoing at year end
Accounting for the acquisition of Marlowe plc
Contract-specific provision of £10.8m relating to a significant liability risk on a certain contract
Based upon the current contract status, we do not consider the contract-specific provision noted above to be a key audit matter on
the basis that the contract is further progressed, and we do not consider there to be a significant risk of material misstatement when
considered against the current year materiality outlined below.
Materiality
Group financial statements as a whole
£13.2m (2025: £9.2m) based on 5% (2025: 5%) of profit before tax and Other items (2025: profit before tax and Other items
excluding amortisation and net finance costs).
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group
and its environment, the applicable financial reporting framework and
the Group’s system of internal control. We identified and assessed the
risks of material misstatement of the Group financial statements including
with respect to the consolidation process. We then applied professional
judgement to focus our audit procedures on the areas that posed the
greatest risks to the Group financial statements. We continually assessed
risks throughout our audit, revising the risks where necessary, with the aim
of reducing the Group risk of material misstatement to an acceptable level,
in order to provide a basis for our opinion.
Components in scope
The Group comprised 147 legal entities as at the year end, which are
grouped into divisions based on the nature of their operations. Although
each division includes multiple legal entities, each division has its own
distinct management structure, controls and IT systems, and common
business characteristics. Group management, and ultimately the Board,
monitor the position of the business on a divisional basis.
A consolidation of financial results occurs at the divisional level.
Based on our scoping assessment, we identified eight separate components
which are considered unique due to their specific characteristics. These
components are primarily based on the divisions mentioned above;
however, in certain instances, further disaggregation was deemed
appropriate due to factors such as separate management teams, IT systems
or legal entities located in different jurisdictions. These factors led us to
consider them as separate components for the purposes of the Group
audit. The components identified for the purposes of the Group audit are
detailed in the table below.
For components in scope, we used a combination of risk assessment
procedures and further audit procedures to obtain sufficient appropriate
evidence. These further audit procedures included:
• Procedures on the entire financial information of the component,
including performing substantive procedures and tests for operating
effectiveness of controls for certain IT systems
• Procedures on one or more classes of transactions, account balances
or disclosures
Procedures performed at the component level
We performed procedures to respond to Group risks of material misstatement at the component level that included the following:
Component name
Entity
Group Audit scope
Mitie Group plc
Mitie Group plc (Parent Company)
Statutory audit and procedures on one or more classes
of transactions, account balances or disclosures
Business Services –
United Kingdom
Businesses comprising the Business Services segment in
Note 3 excluding the legal entities registered in Spain
and Marlowe entities
Procedures on the entire financial information
of the component
Business Services – Spain
Legal entities registered in Spain
Risk assessment procedures
Marlowe
Legal entities acquired through the acquisition of
Marlowe plc
Risk assessment procedures
Technical Services – excluding
Advisory, Design & Build
(AD&B) business unit
Businesses comprising the Technical Services segment
in Note 3 excluding AD&B Projects and Landmarc
Procedures on the entire financial information
of the component
Technical Services –
AD&B business unit
Businesses comprising the AD&B business unit
within Technical Services
Procedures on one or more classes of transactions,
account balances or disclosures
Technical Services – Landmarc
Landmarc
Risk assessment procedures
Corporate Centre
Businesses comprising the Corporate Centre
Procedures on one or more classes of transactions,
account balances or disclosures
156
Mitie Group plc
Annual Report and Accounts 2026
Procedures performed centrally
We considered there to be a high degree of centralisation of financial
reporting and commonality of controls in relation to payroll, defined
benefit pension schemes, insurance provisions, Other items, cash and lease
accounting. We therefore designed and performed procedures centrally in
these areas.
The Group predominantly operates a centralised IT function that supports
IT processes for certain components. This IT function is subject to specified
risk-focused audit procedures, predominantly the testing of the relevant IT
general controls and IT application controls.
Disaggregation
The financial information relating to Group risks of material misstatement
is highly disaggregated across the Group. We performed procedures at the
component level in relation to these risks in order to obtain comfort over
the residual population of Group balances.
Locations
Mitie Group Plc’s operations are primarily focused in the United Kingdom,
spread over a number of different geographical locations, with a shared
service centre based in India. We visited all the components that are located
in the United Kingdom. The risk assessment performed over the entities in
Spain has been performed remotely by the Group Engagement team.
In addition, our teams worked remotely, holding calls and video
conferences with Mitie Group plc, and with digital information obtained
from Mitie Group plc.
Changes from the prior year
In the prior year, for the purposes of the Group audit, procedures were
performed on one or more classes of transactions for Landmarc. In
the current year, we have performed risk assessment procedures over
Landmarc and identified no specific risks attributable to the entity. We
have therefore scoped Landmarc out of the Group audit.
How climate change affected the scope of our audit
The Group has determined that climate change does not currently have a
material impact on its operations. Our work on the assessment of potential
impacts of climate-related risks on the Group’s operations and financial
statements included:
• Enquiries and challenge of management to understand the actions they
have taken to identify climate-related risks and their potential impacts
on the financial statements, and adequately disclose climate-related risks
within the Annual Report and Accounts
• Review of the minutes of Board and Audit & Risk Committee meeting
and other papers related to climate change, and performed a risk
assessment as to how the impact of the Group’s commitment as set out
in the Annual Report and Accounts may affect the financial statements
and our audit.
We challenged the extent to which climate-related considerations,
including the expected cash flows from the initiatives and commitments
have been reflected, where appropriate, in the Directors’ going concern
assessment and viability assessment.
The management disclosures on pages 52 to 83 form part of the Strategic
report. Our responsibilities in relation to these disclosures are described in
the relevant section of this report and our procedures on these disclosures
therefore consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge obtained from
the audit or otherwise appear to be materially misstated.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MITIE GROUP PLC
continued
157
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had
the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key audit matter
How the scope of our audit responded to the risk
Appropriateness of
revenue recognition in
relation to certain fixed
price, input method
projects that are ongoing
at year end
Refer to Note 1(b) –
Revenue recognition policy,
project works, accrued and
deferred income within
Material accounting policies.
The Group undertakes contracts
for specific projects where
contractual obligations span more
than one financial period. There
is a risk that revenue is incorrectly
recognised due to inaccurate
measurement of performance to
date and uncertainties dependent
on the outcome of future events.
We consider this risk to specifically
relate to fixed price, input-based
projects that are open at year end,
where revenue has been recognised
during the year, or accrued/deferred
income exists above an agreed
threshold. In such cases, management
judgement and estimation are
required to determine forecast costs
to complete.
We completed the following audit procedures in relation to revenue recognition:
• Agreed a sample of journals recorded within revenue, selected using specific risk
criteria, to appropriate supporting evidence
• For contracts where revenue is recognised over time, we tested the accuracy of
the revenue recognised by evaluating management’s process for capturing costs
incurred to date and forecast costs to complete, for contracts where income
is recognised using the input method. We selected a sample of actual costs
incurred and agreed these through to supporting documentation and assessed the
reasonableness of costs to complete
• For projects completed post year end, we obtained post year end completion
evidence and assessed the percentage of completion as at year end based on the
total project costs. For ongoing projects not completed post year end, we held
discussions with the relevant project managers to understand the project status,
we have tested a sample of the costs incurred in April 2026 to those forecast as at
year end, and where subcontractors were involved, we checked the forecast costs
to complete against contracts or purchase order
Key observations
Based on the procedures performed, we did not identify any matters to suggest that
the revenue recognised, accrued and deferred income in relation to projects revenue
is not appropriate.
Accounting for
the acquisition
of Marlowe plc
On 4 August 2025, the Group
completed the acquisition of
Marlowe plc (Marlowe) for total
consideration of £351.5m. This
comprised cash consideration of
£228.2m and the issuance of 86.6m
ordinary shares with a fair value of
£123.3m at the acquisition date.
The accounting for this transaction
is complex and involves judgement
in respect of the valuation of the
assets and liabilities acquired in
the acquisition balance sheet, the
identification and valuation of
acquired intangible assets, and the
measurement of residual goodwill
arising on the acquisition. The Group
engaged an external valuation
specialist to support the purchase
price allocation (PPA).
Given the magnitude of the
transaction and the level of
judgement involved, there is a
risk that errors in the valuation of
acquired assets and liabilities, or in
the assumptions applied, could result
in a material misstatement in the
financial statements.
We completed the following audit procedures in relation to the acquisition accounting
for Marlowe:
• Reviewed the public announcement, court order, and key transaction
documentation, and corroborated the total consideration paid to third-party
evidence to understand the transaction terms, acquisition date, and determination
of the acquirer in accordance with IFRS 3 Business Combinations
• Critically assessed the judgements applied in determining the acquisition balance
sheet, including evaluating whether the recognition and measurement of assets
and liabilities at the acquisition date, and the associated fair value adjustments,
are appropriate and consistent with the Group’s accounting policies and
IFRS requirements
• Reviewed the purchase price agreement process, methodology and assumptions
used by Management’s expert, including the identification and valuation of the
separately identifiable intangible assets and goodwill
• Challenged the completeness of the identified intangible assets, ensuring it is
consistent with expectations of customer relationships and brand intangibles
• Assessed the competence, independence and objectivity of management’s expert
to complete the assessment
• Engaged with our auditor’s expert to assess the appropriateness of the valuation
methods used, audit the valuation model, and the key inputs and judgements
including the sensitivity of inputs
Key observations
Based on the procedures performed, we did not identify any matters to suggest that
the accounting for the acquisition of Marlowe is materially misstated.
Our application of materiality
We apply the concept of materiality both in planning and performing
our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that
are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that
any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
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Annual Report and Accounts 2026
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MITIE GROUP PLC
continued
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements
Parent Company financial statements
2026
£m
2025
£m
2026
£m
2025
£m
Materiality
13.2
9.2
12.35
8.7
Basis for determining materiality
5% of profit before tax
and Other items
5% of profit before
tax and Other items,
excluding amortisation
and net finance costs
95% of
Group materiality
95% of
Group materiality
Rationale for the benchmark applied
We consider this to be
the most appropriate
threshold as this is a key
metric for shareholders.
We considered this to
be the most appropriate
threshold since this
removes the impact of
certain one-off items on
the profit of the Group.
The Parent Company does not trade and materiality
was set at a percentage of Group materiality.
Performance materiality
9.75
6.4
9.26
6.0
Basis for determining performance materiality
75% of materiality
70% of materiality
75% of materiality
70% of materiality
Rationale for the percentage applied
for performance materiality
The level of performance materiality was set after considering a number of factors including significant
transactions in the year, the expected value of known and likely misstatements, and Management’s
attitude towards proposed adjustments.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality
for each component of the Group, apart from the Parent Company whose
materiality and performance materiality are set out above, based on a
percentage of between 50% and 75% (2025: 30% and 75% ) of Group
performance materiality dependent on a number of factors including
consideration of the control environment, history of misstatements,
disaggregation across components, size of the components, any significant
changes affecting the component since the prior year and our assessment
of the risk of material misstatement of those components. Component
performance materiality ranged from £4.9m to £7.3m (2025: £1.9m to £6.1m).
Reporting threshold
We agreed with the Audit & Risk Committee that we would report
to them all individual audit differences in excess of £660,000 (2025:
£460,000). We also agreed to report differences below this threshold that,
in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other
information comprises the information included in the Annual Report and
Accounts other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules sourcebook requires us to review the Directors’
statement in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Parent Company’s
compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements, or our
knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to
the appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 168
• The Directors’ explanation as to their
assessment of the Group’s prospects, the
period this assessment covers and why the
period is appropriate set out on page 98
• The Directors’ statement on whether they
have a reasonable expectation that the Group
will be able to continue in operation and meet
its liabilities set out on page 98
Other Code
provisions
• Directors’ statement on fair, balanced and
understandable set out on page 129
• Board’s confirmation that it has carried out
a robust assessment of the emerging and
principal risks set out on page 127
• The section of the Annual Report and
Accounts that describes the review of
effectiveness of risk management and internal
control systems set out on page 127
• The section describing the work of the Audit
& Risk Committee set out on page 122
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Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed
during the course of the audit, we are required by the Companies
Act 2006 and ISAs (UK) to report on certain opinions and matters as
described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in
the course of the audit:
• The information given in the Strategic report
and the Directors’ report for the financial
year for which the financial statements
are prepared is consistent with the
financial statements
• The Strategic report and the Directors’ report
have been prepared in accordance with
applicable legal requirements
In the light of the knowledge and understanding
of the Group and Parent Company and its
environment obtained in the course of the audit,
we have not identified material misstatements in
the Strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’
remuneration report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to
you if, in our opinion:
• Adequate accounting records have not been
kept by the Parent Company, or returns
adequate for our audit have not been received
from branches not visited by us; or
• The Parent Company financial statements
and the part of the Directors’ remuneration
report to be audited are not in agreement
with the accounting records and returns; or
• Certain disclosures of Directors’ remuneration
specified by law are not made; or
• We have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group’s and the Parent Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection
of fraud rests with both those charged with governance of the Parent
Company and management.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below.
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates
• Discussion with management and those charged with governance, the
Audit & Risk Committee and in-house legal counsel
• Obtaining an understanding of the Group’s policies and procedures
regarding compliance with laws and regulations
We considered the significant laws and regulations to be the Companies
Act 2006, Corporate and VAT legislation, Task Force on Climate-
related Financial Disclosures (TCFD), Employment Law, Health and
Safety and the Bribery Act 2010, the UK Listing Rules and the applicable
accounting standards.
The Group is also subject to laws and regulations where the consequence
of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the imposition
of fines or litigations. We identified such laws and regulations to be the
health and safety legislation and employment laws.
Our procedures in respect of the above included:
• Enquires of management whether there were any litigations and claims
• Enquires of the internal legal team of the Group and the Parent Company
• Review of minutes of meetings of those charged with governance for
any instances of non-compliance with laws and regulations
• Review of financial statement disclosures and agreeing to
supporting documentation
• Involvement of tax specialists in the audit
• Review of legal expenditure accounts to understand the nature
of expenditure incurred
160
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MITIE GROUP PLC
continued
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management, the Audit & Risk Committee, in-house legal
counsel and internal audit regarding any known or suspected instances
of fraud
• Obtaining an understanding of the Group’s policies and procedures
relating to:
– Detecting and responding to the risks of fraud
– Internal controls established to mitigate risks related to fraud
• Review of minutes of meetings of those charged with governance for any
known or suspected instances of fraud
• Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements
• Involvement of forensics specialists in the audit during the engagement
team fraud discussions
• Performing analytical procedures to identify any unusual or unexpected
relationships that may indicate risks of material misstatement due to fraud
• Considering remuneration incentive schemes and performance targets
and the related financial statement areas impacted by these
Based on our risk assessment, we considered the areas most susceptible
to fraud to be management override of controls through inappropriate
journal entries, costs to complete estimates in projects revenue where
the input method of revenue recognition is being used, and bias in key
estimates and judgements.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met
defined risk criteria, by agreeing to supporting documentation
• Testing a sample of contracts for accuracy of estimation where revenue is
recognised over time (refer to revenue recognition key audit matter)
• Assessing significant estimates made by management for bias
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or
through collusion. There are inherent limitations in the audit procedures
performed, and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the Audit & Risk Committee, we were
appointed by the Board of Directors on 19 September 2017 to audit the
financial statements for the year ended 31 March 2018 and subsequent
financial periods.
Our total uninterrupted period of engagement is nine years, covering the
periods ended 31 March 2018 to 31 March 2026.
Our audit opinion is consistent with the additional report to the Audit &
Risk Committee.
Use of our report
This report is made solely to the Parent Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Parent
Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the
Parent Company and the Parent Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
In due course, as required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rule 4.1.15R – 4.1.18R, these financial statements
will form part of the Electronic Format Annual Financial Report filed on
the National Storage Mechanism of the Financial Conduct Authority in
accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the Electronic Format Annual Financial Report
has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Greg Watts (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
3 June 2026
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Notes
2026
2025
Before
Other items
£m
Other
items
1
£m
Total
£m
Before
Other items
£m
Other
items
1
£m
Total
£m
Revenue
3
Cost of sales
(4,962.3 )
(4,962.3 )
(4,512.9 )
(4,512.9 )
Gross profit
Administrative expenses
(393.5 )
(112.7 )
(506.2 )
(341.4 )
(72.5 )
(413.9 )
Other income
Share of loss of joint ventures and associates
(0.4 )
(0.4 )
(0.1 )
(0.1 )
Operating profit/(loss)
2
3, 5
(112.7 )
(72.5 )
Finance income
7
Finance costs
7
(31.0 )
(31.0 )
(19.5 )
(19.5 )
Net finance costs
(27.7 )
(27.7 )
(16.2 )
(16.2 )
Profit/(loss) before tax
(112.7 )
(72.5 )
Tax
8
(58.0 )
(33.4 )
(51.6 )
(37.0 )
Profit/(loss) after tax
(88.1 )
(57.9 )
Attributable to:
Equity holders of the parent
(86.6 )
(56.2 )
Non-controlling interests
34
(1.5 )
(1.7 )
Profit/(loss) for the year
(88.1 )
(57.9 )
Earnings per share (EPS) attributable to owners of the parent
Basic
10
Diluted
10
Notes:
1. Other items are as described in Note 4.
2. Including net reversal of impairment losses on trade receivables, accrued income and other receivables of £0.5 m (2025: net impairment loss of £1.0 m) (see Note 22).
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2026
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Financial statements
Notes
2026
£m
2025
£m
Profit for the year
Items that will not be reclassified to profit or loss in subsequent years
Remeasurement of net retirement benefit assets/liabilities
29
Tax charge relating to items that will not be reclassified to profit or loss in subsequent years
8
(2.2 )
(4.6 )
Items that may be reclassified to profit or loss in subsequent years
Exchange differences on translation of foreign operations
(0.7 )
(0.7 )
Other comprehensive income for the year
Total comprehensive income for the year
Attributable to:
Equity holders of the parent
Non-controlling interests
34
Total comprehensive income for the year
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2026
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Notes
2026
£m
2025
£m
Non-current assets
Goodwill
11
Other intangible assets
12
Property, plant and equipment
13
Interests in associates
Trade and other receivables
14
Contract assets
Retirement benefit assets
29
Total non-current assets
Current assets
Inventories
15
Trade and other receivables
14
Contract assets
Current tax receivable
Cash and cash equivalents
20
Total current assets
Total assets
Current liabilities
Trade and other payables
16
(1,128.8 )
(1,012.6 )
Deferred income
17
(138.6 )
(140.9 )
Current tax payable
(5.4 )
(3.4 )
Financing liabilities
21
(62.5 )
(52.2 )
Provisions
18
(36.9 )
(37.4 )
Total current liabilities
(1,372.2 )
(1,246.5 )
Net current liabilities
(151.7 )
(78.5 )
Non-current liabilities
Trade and other payables
16
(10.7 )
(22.2 )
Deferred income
17
(31.2 )
(33.1 )
Financing liabilities
21
(490.9 )
(322.9 )
Provisions
18
(53.0 )
(46.7 )
Retirement benefit liabilities
29
(2.8 )
(2.4 )
Deferred tax liabilities
19
(51.0 )
(17.9 )
Total non-current liabilities
(639.6 )
(445.2 )
Total liabilities
(2,011.8 )
(1,691.7 )
Net assets
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2026
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Strategic report
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Financial statements
Notes
2026
£m
2025
£m
Equity
Share capital
25
Share premium
25
Merger reserve
26
Own shares reserve
26
(71.4 )
(65.1 )
Share-based payments reserve
26
Capital redemption reserve
26
Translation reserve
26
(1.7 )
(2.8 )
Retained profits
Equity attributable to owners of the parent
Non-controlling interests
34
Total equity
authorised for issue on 3 June 2026. They were signed on its behalf by:
Phil Bentley
Simon Kirkpatrick
Chief Executive Officer
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2026
continued
164
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Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Own
shares
reserve
£m
Share-
based
payments
reserve
£m
Capital
redemption
reserve
£m
Translation
reserve
£m
Retained
profits/
(losses)
£m
Equity
attributable
to owners
of parent
£m
Non-
controlling
interests
£m
Total
equity
£m
At 1 April 2024
(69.8 )
(2.1 )
Profit for the year
Other comprehensive (expense)/income
(0.7 )
Total comprehensive (expense)/income
(0.7 )
Transactions with owners
Dividends paid
(54.5 )
(54.5 )
(54.5 )
Purchase of own shares
1
(14.6 )
(14.6 )
(14.6 )
Share buybacks
2
(2.0 )
(12.2 )
(92.5 )
(104.7 )
(104.7 )
Share-based payments
(1.7 )
(11.0 )
Tax on share-based payments
Non-controlling interest dividends
(10.1 )
(10.1 )
Total transactions with owners
(2.0 )
(1.7 )
(155.4 )
(152.4 )
(10.1 )
(162.5 )
At 31 March 2025
(65.1 )
(2.8 )
At 1 April 2025
(65.1 )
(2.8 )
Profit for the year
Other comprehensive income
Total comprehensive income
Transactions with owners
Dividends paid
(54.7 )
(54.7 )
(54.7 )
Issue of shares
3
Purchase of own shares
1
(29.1 )
(29.1 )
(29.1 )
Share buybacks
2
(0.8 )
(7.7 )
(55.2 )
(62.9 )
(62.9 )
Share-based payments
(15.1 )
Tax on share-based payments
Non-controlling interest dividends
(7.2 )
(7.2 )
Total transactions with owners
(6.3 )
(113.7 )
(7.2 )
At 31 March 2026
(71.4 )
(1.7 )
Notes:
1.
The Employee Benefit Trust acquired 20.3m (2025: 11.7m) ordinary shares through market purchases for a consideration together with associated fees and stamp duty of £27.5 m
(2025: £13.2 m) and the Share Incentive Plan Trust acquired 1.1m (2025: 1.1m) shares for a consideration of £1.6 m (2025: £1.4 m). See Note 26.
2. The share buybacks resulted in the purchase of 37.9m ordinary shares (2025: 89.0m), of which 32.9m ordinary shares (2025: 78.9m) were purchased for £55.2 m (2025: £92.5 m) and
were subsequently cancelled. The remaining 5.0m ordinary shares (2025: 10.1m) were bought into treasury for a total consideration of £7.7 m (2025: £12.2 m). See Notes 25 and 26.
3. As part of the consideration for the acquisition of Marlowe Limited (formerly Marlowe plc), 86.6m shares were issued with a premium of £121.1 m arising (see Notes 25 and 27).
These share issues qualified for merger relief under Section 612 of the Companies Act 2006, such that the premium was credited to the merger reserve, as it was not required to be
credited to the share premium account (see Note 26).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2026
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Financial statements
Notes
2026
£m
2025
£m
Operating profit before Other items
3
Other items
4
(112.7 )
(72.5 )
Operating profit
Adjustments for:
Share-based payments expense
28
Defined benefit pension expense
29
Defined benefit pension contributions
29
(4.7 )
(10.1 )
Pension settlement
1
29
Depreciation of property, plant and equipment
13, 23
Amortisation of other intangible assets
12
Share of loss of joint ventures and associates
Amortisation of contract assets
Impairment of right-of-use assets
23
Loss on disposal of other intangible assets
12
Loss on disposal of property, plant and equipment
13
Loss on disposal of shares in interests in associates
Operating cash flows before movements in working capital
Increase in inventories
(0.4 )
(0.2 )
Increase in receivables
(42.5 )
(168.9 )
Increase in contract assets
(3.1 )
(1.5 )
(Decrease)/increase in deferred income
(8.5 )
Increase in payables
Decrease in provisions
(12.1 )
(10.7 )
Cash generated from operations
Income taxes paid
(18.1 )
(11.0 )
Interest paid
(25.7 )
(17.7 )
Net cash generated from operating activities
Investing activities
Acquisition of businesses, net of cash acquired
2
27
(234.3 )
(49.1 )
Investment in associates and joint ventures
(0.8 )
Interest received
Purchase of property, plant and equipment
(33.4 )
(24.0 )
Purchase of other intangible assets
(6.7 )
(7.6 )
Disposal of property, plant and equipment
Disposal of other intangible assets
Net cash used in investing activities
(271.2 )
(77.9 )
Note:
1.
In January 2026, the Group completed the buyout of the Landmarc pension scheme with an authorised insurance company, and the Group received a £1.6 m refund relating to the
scheme surplus. See Note 29.
2. Acquisition of businesses is net of cash acquired of £12.4 m (2025: £9.7 m). See Note 27.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2026
166
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Annual Report and Accounts 2026
Notes
2026
£m
2025
£m
Financing activities
Purchase of own shares
26
(29.1 )
(14.6 )
Shares bought back
25, 26
(62.9 )
(104.7 )
Capital element of lease rentals
23
(67.5 )
(56.1 )
Proceeds from new private placement notes
21
Repayment of private placement notes
21
(30.0 )
Proceeds from bridge loan facility
21
Repayment of bridge loan facility and other bank loans
21
(249.0 )
(0.4 )
Payment of arrangement fees
(1.1 )
(0.6 )
Proceeds received on settlement of share-based payment transactions
26
Equity dividends paid
9
(54.7 )
(54.5 )
Dividends paid to non-controlling interest
34
(7.2 )
(10.1 )
Net cash used in financing activities
(47.2 )
(206.3 )
Net decrease in cash and cash equivalents
(71.8 )
(64.2 )
Net cash and cash equivalents at beginning of the year
Effect of foreign exchange rate changes
(0.3 )
Net cash and cash equivalents at end of the year
20
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Strategic report
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Financial statements
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168
Annual Report and Accounts 2026
1. Basis of preparation and material accounting policies
(a) Basis of preparation
the Companies Act 1929. The Company’s registered office is at 35 Duchess Road, Rutherglen, Glasgow, G73 1AU. The Group comprises the Company and
all of its subsidiaries. The Group’s consolidated financial statements are presented in pounds sterling, which is the Company’s functional and presentational
currency. All amounts have been rounded to the nearest one hundred thousand pounds, unless otherwise indicated.
The Group’s consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments which are required
The consolidated financial statements for the year ended 31 March 2026 have been prepared on a going concern basis. In adopting the going concern basis,
the Directors have considered the Group’s business activities as set out on pages 6 to 83 of the Annual Report and Accounts 2026, the principal risks and
uncertainties as set out on pages 84 to 95 and the Viability statement on page 98 of the same.
The Directors have carried out an assessment of the Group’s ability to continue as a going concern for the period of at least 12 months from the date of
approval of the consolidated financial statements (the Going Concern Assessment Period). This assessment was based on the latest medium-term cash
forecasts from the Group’s cash flow model (the Base Case Forecasts), which is based on the Board-approved budget. These Base Case Forecasts indicate
that the debt facilities currently in place are adequate to support the Group over the Going Concern Assessment Period.
The Group’s principal debt financing arrangements as at 31 March 2026 were a £250m revolving credit facility maturing in October 2028, which was
undrawn as at 31 March 2026, and £360m of US Private Placement (USPP) notes. These financing arrangements are subject to certain financial covenants
which are tested every six months on a rolling 12-month basis, as set out in the Finance review on page 51.
Of the Group’s USPP notes, £120m were issued in December 2022, allocated equally across 8, 10 and 12 year maturities, with an average coupon of 2.94%. In
October 2024, the Group entered into a three year uncommitted shelf facility with initial capacity of approximately £320m, which was increased to approximately
£360m in March 2026. As at 31 March 2026, undrawn capacity under the facility was approximately £120m, available for drawdown until October 2027.
In December 2024, the Group issued £60m of new USPP notes under the shelf facility, replacing an existing £30m note that matured in the same month.
These notes have a seven year maturity and carry a coupon rate of 5.71%.
To facilitate the acquisition of Marlowe, the Group secured a £240m bridge facility during the year ended 31 March 2026. The facility was scheduled to
mature in June 2026, with an option to extend to June 2027. In October 2025, £60m of the facility was repaid, with the remaining £180m refinanced
through a drawdown under the Group’s US Private Placement shelf facility on 12 November 2025. The new USPP notes have maturities ranging from
three to seven years and carry a weighted average fixed interest rate of 5.44%.
Mitie currently operates within the terms of its agreements with its lenders, with consolidated net debt (i.e. net debt adjusted for covenant purposes,
primarily by the exclusion of lease liabilities) of £256.8m as at 31 March 2026. The Base Case Forecasts indicate that the Group will continue to operate
within these terms and that the headroom provided by the Group’s debt facilities currently in place is adequate to support the Group over the Going
Concern Assessment Period.
The Directors have also completed a reverse stress test using the Group cash flow model to assess the point at which the financial covenants, or facility
headroom, would be breached. The sensitivities considered have been chosen after considering the Group’s principal risks and uncertainties.
The primary financial risks related to adverse changes in the economic environment and/or a deterioration in commercial or operational conditions are
listed below. These risks have been considered in the context of any further UK fiscal and monetary policy changes, the current economic climate including
high inflation, as well as wider geopolitical uncertainties such as the Russian invasion of Ukraine and conflict in the Middle East:
• A downturn in revenues: This reflects the risks of not being able to deliver services to existing customers, or contracts being terminated or not renewed
• A deterioration of gross margin: This reflects the risks of contracts being renegotiated at lower margins, or planned cost savings not being delivered
• An increase in costs: This reflects the risks of a shortfall in planned overhead cost savings, including margin enhancement initiatives not being delivered, or
other cost increases such as sustained higher cost inflation
• A downturn in cash generation: This reflects the risks of customers delaying payments due to liquidity constraints, the removal of ancillary debt facilities
or any substantial one-off settlements related to commercial issues
As a result of completing this assessment, the Directors concluded that the likelihood of the reverse stress scenarios arising was remote. In reaching the
conclusion of remote, the Directors considered the following:
• All stress test scenarios would require a very severe deterioration compared to the Base Case Forecasts. Revenue is considered to be the key risk, as this
is less within the control of management. Revenue would need to decline by approximately 28% in the year ending 31 March 2027 compared to the Base
Case Forecasts, which is considered to be very severe given the high proportion of the Group’s revenue that is fixed in nature and the fact that, even in
the Covid-hit year ended 31 March 2021, Mitie’s revenue excluding Interserve declined by only 1.6%
• In the event that results started to trend significantly below those included in the Base Case Forecasts, additional mitigation actions have been identified
that would be implemented. These include the short-term scaling down of capital expenditure, overhead efficiency/reduction measures including
cancellation of discretionary bonuses and reduced discretionary spend, asset disposals and reductions in cash distributions and share buybacks
Based on these assessments, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for
a period of no less than 12 months from the date of approval of these consolidated financial statements. In addition, the Directors have concluded that the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2026
Strategic report
Governance
Financial statements
1. Basis of preparation and material accounting policies continued
Mitie Group plc
169
Annual Report and Accounts 2026
The following amendment became effective during the year ended 31 March 2026 and has not had a material impact on the Group:
At the date of authorisation of these consolidated financial statements, the Group has not applied the following revised standards that have been issued
but are not yet effective, none of which are expected to have a material effect on the Group other than presentational changes required under IFRS 18
Presentation and Disclosure in Financial Statements, the impact of which is still being assessed:
• Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
• Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity
• IFRS 18 – Presentation and Disclosure in Financial Statements
• IFRS 20 – Regulatory Assets and Regulatory Liabilities
The material accounting policies adopted in the preparation of the Group’s IFRS financial information are set out below.
The Group’s consolidated financial statements comprise the financial statements of Mitie Group plc and all of its subsidiaries. The Company’s separate
financial statements are presented as required by the Companies Act 2006. The Company meets the definition of a qualifying entity under Financial
Reporting Standard (FRS) 100 issued by the Financial Reporting Council (FRC). Accordingly, for the year ended 31 March 2026, the Company reported
under FRS 101 as issued by the FRC.
In preparing these Group consolidated financial statements, the Group’s accounting policies and methods of computation were, with the exception of the
changes to accounting standards referred to above, the same as those that applied in the preparation of the Group’s consolidated financial statements
for the year ended 31 March 2025, which were prepared in accordance with UK-adopted International Accounting Standards and in conformity with the
requirements of the Companies Act 2006.
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is
Joint ventures are those entities over whose activities the Group has joint control, whereby the Group has rights to the net assets of the entity, rather than
rights to its individual assets and obligations for its individual liabilities.
Associates are those entities over whose financial and operating policies the Group has significant influence, but not control or joint control.
The results, assets and liabilities of joint ventures and associates are incorporated in the Group’s consolidated financial statements using the equity method
of accounting, except when classified as held for sale.
Under the equity method of accounting, an investment in a joint venture or associate is initially recognised in the consolidated statement of financial
position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the joint venture or
associate and dividends received. Any excess of the cost of acquisition over the Group’s share of net fair value of the identifiable assets, liabilities and
contingent liabilities of the joint venture or associate at the date of acquisition is recognised as goodwill. Where the Group entity transacts with a joint
Joint operations
A joint operation is a joint arrangement whereby the parties that have joint control have the right to the assets, and obligations for the liabilities, relating to
the arrangement, or other facts and circumstances indicate that is the case. The Group’s share of the results, assets and liabilities of contracts carried out in
joint operations with another party are included under each relevant financial statement line item in the consolidated income statement and consolidated
statement of financial position.
The consolidated financial statements contain all the information and disclosures required by the relevant accounting standards and regulatory obligations
that apply to the Group.
In the consolidated financial statements, the Group has elected to provide some further disclosures and performance measures, reported as ‘before
Other items’, in order to present its financial results in a way that helps to demonstrate the performance of its operations.
Other items are items of financial performance which management believes should be separately identified on the face of the consolidated income
statement to assist in understanding the underlying financial performance achieved by the Group. The Group separately reports acquisition and disposal
costs within ‘Other items’. These include the amortisation of acquisition-related intangible assets, integration costs, employment-linked earnout charges,
and gains or losses on business disposals. Other items also include cost of restructuring programmes, impairments of goodwill and acquired intangible
assets, charges arising on the exit of pension schemes and other exceptional items, together with the associated tax effects. Should these items be
reversed, disclosure of this would also be included as Other items. The associated post-acquisition trading results generated by acquired businesses and the
benefits from restructuring programmes are not included as Other items.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
1. Basis of preparation and material accounting policies continued
Mitie Group plc
170
Annual Report and Accounts 2026
Separate presentation of these items is intended to enhance understanding of the financial performance of the Group in the year and the extent to which
results are influenced by material unusual and/or non-recurring items. Further detail of Other items is set out in Note 4.
In addition, following the guidelines on Alternative Performance Measures (APMs) issued by the European Securities and Markets Authority (ESMA), the
The Group operates contracts with a varying degree of complexity across its service lines, so a range of methods are used for the recognition of revenue
based on the principles set out in IFRS 15. Revenue represents income recognised in respect of services provided during the year based on the delivery of
performance obligations and an assessment of when control is transferred to the customer.
IFRS 15 provides a single, principle-based five-step model to be applied to all sales contracts as outlined below. It is based on the transfer of control of
goods and services to customers and replaces the separate models for goods, services and construction contracts.
Step 1 – Identify the contract(s) with a customer
For all contracts with customers, the Group determines if the arrangement creates enforceable rights and obligations. This assessment results in certain
Framework arrangements or Master Service Agreements (MSAs) not meeting the definition of contracts under IFRS 15 unless they specify the minimum
quantities to be ordered. Usually the work order and any change orders together with the Framework or MSA will constitute the IFRS 15 contract.
Duration of contract
The Group frequently enters into contracts with customers which contain extension periods at the end of the initial term, automatic annual renewals,
and/or termination for convenience and break clauses that could impact the duration of the contract. Judgement is applied to assess the impact that
such clauses have in determining the relevant contract term. The term of the contract affects the period over which amortisation of contract assets and
revenue from performance obligations is recognised. In forming this judgement, management considers certain influencing factors, including the amount of
discount provided, the presence of significant termination penalties in the contract, and the relationship, experience and performance of contract delivery
with the customer and/or the wider industry, in understanding the likelihood of extension or termination of the contract.
Contract modifications
Where the Group’s contracts are amended for changes to customer requirements, such as change orders and variations, a contract modification takes
place when the amendment creates new enforceable rights and obligations or changes the existing price or scope (or both) of the contract, and the
modification has been approved. Contract modifications can be approved in writing, by oral agreement, or implied by customary business practices.
If the parties to the contract have not approved a contract modification, revenue is recognised in accordance with the existing contractual terms. If a
change in scope has been approved but the corresponding change in price is still being negotiated, change to the total transaction price is estimated.
Contract modifications, including contract renewals, are accounted for as a separate contract if the contract scope changes due to the addition of distinct
goods or services and the change in contract price reflects the stand-alone selling price of the distinct goods or services. If the price of additional distinct
goods or services is not commensurate with the stand-alone selling prices for those goods or services, then this is considered a termination of the original
contract and the creation of a new contract which is accounted for prospectively from the date of modification. Where new goods or services are not
distinct from those in the original contract, then these are considered to form part of the original contract, with any update to pricing recognised as a
cumulative catch up to revenue. The facts and circumstances of any modification are considered in isolation, as these are specific to each contract and may
result in different accounting outcomes.
Step 2 – Identify the performance obligations in the contract
Performance obligations are the contractual promises by the Group to transfer distinct goods or services to a customer. For arrangements with multiple
components to be delivered to customers, such as in the Group’s integrated facilities management contracts, judgement is applied to consider whether
those promised goods or services are:
i.
Distinct and accounted for as separate performance obligations
ii. Combined with other promised goods or services until a bundle is identified that is distinct
iii. Part of a series of distinct goods or services that are substantially the same and have the same pattern of transfer over time, i.e. where the customer is
deemed to have simultaneously received and consumed the benefits of the goods or services over the life of the contract, the Group treats the series as
a single performance obligation
Where the customer reimburses the Group for contract mobilisation activities, this is typically not considered to be a distinct performance obligation.
Amounts received from the customer in relation to mobilisation activities for the contract are deferred and allocated to the remaining distinct
performance obligations.
Step 3 – Determine the transaction price
At contract inception, the total transaction price is determined, being the amount to which management expects the Group to be entitled and has rights
under the contract. This includes the fixed price stated in the contract and an assessment of any variable consideration. Variability in revenue can arise from
a number of factors, including discounts, rebates or service penalties. Variable consideration is typically estimated based on the expected value method and
is only recognised to the extent it is highly probable that a subsequent change in its estimate would not result in a significant revenue reversal.
Certain contracts across the Group incorporate indexation-related adjustments to consideration, whereby pricing is adjusted based on an external
metric (such as Consumer Prices Index or Retail Prices Index). Variable consideration related to indexation adjustments is only recognised once these
are confirmed.
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Step 4 – Allocate the transaction price to the performance obligations in the contract
The Group allocates the total transaction price to the identified performance obligations based on their relative stand-alone selling prices. This is
predominantly based on an observable price or a cost-plus margin arrangement. It is necessary to estimate the stand-alone selling price when the Group
does not sell equivalent goods or services in similar circumstances on a stand-alone basis. When estimating the stand-alone selling price, the Group
maximises the use of external inputs by observing the stand-alone selling prices for similar goods and services using an industry recognised price list or cost
indices in applying a cost-plus reasonable margin approach.
Step 5 – Recognise revenue when or as the entity satisfies its performance obligations
For each performance obligation, management determines if revenue will be recognised over time or at a point in time. For each performance obligation
to be recognised over time, the Group applies the relevant output or input revenue recognition method for measuring progress that best depicts the
Group’s performance in transferring control of the goods or services to the customer. The Group applies the relevant method consistently to similar
performance obligations.
Certain long-term contracts use output methods based upon surveys of performance completed, appraisals of results achieved, or milestones reached
which allow the Group to recognise revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to
date relative to the remaining goods or services under the contract. For certain long-term service contracts where the series guidance is applied, the
Group often uses a method of time elapsed which requires minimal estimation.
Under the input method, measured progress and revenue are recognised in direct proportion to costs incurred where the transfer of control is most
closely aligned to the Group’s efforts in delivering the service.
Where deemed appropriate, the Group will utilise the practical expedient within IFRS 15, allowing revenue to be recognised at the amount which the
Group has the right to invoice, where that amount corresponds directly with the value to the customer of the Group’s performance obligations completed
to date.
If performance obligations do not meet the criteria to recognise revenue over time, revenue is recognised at the point in time when control of the goods
or services passes to the customer. This may be at the point of physical delivery of goods and acceptance by a customer or when the customer obtains
control of an asset or service in a contract with customer-specified acceptance criteria. Sales of goods are recognised when goods are delivered and
The Group has a number of long-term contracts which are predominantly integrated facilities management arrangements. Typically, these contracts involve
the provision of multiple service lines, with a single management team providing an integrated service. Such contracts tend to be transformational in nature
where the business works with the customer to identify and implement cost-saving initiatives across the life of the contract.
Management considers that the majority of services provided within integrated facilities management contracts meet the definition of a series of distinct
goods or services that are substantially the same and have the same pattern of transfer over time. The series constitutes services provided in distinct time
increments (e.g. monthly or quarterly) and therefore the Group treats the series of such services as one performance obligation.
The Group has a number of long-term Private Finance Initiative lifecycle contracts to maintain properties over periods of up to 30 years. A fund is
established at the start of the contract and amounts are drawn down by the Group as maintenance work is performed. For certain contracts, the Group
is also entitled to share in any surplus left in the fund. Revenue is recognised over time to reflect the rendering of the service, including an assessment of the
appropriate proportion of the likely surplus in the fund, subject to being highly probable not to reverse. The amount of surplus available is dependent on
the rate of wear and tear of the assets, which is substantially outside the control of the entity and the customer. As such, the Group does not deem there
The Group also delivers project works that include performance obligations under which revenue is recognised over time as value from the service is
transferred to the customer due to an enforceable right to payment for performance to date where the Group creates or enhances an asset that the
customer controls and/or creates an asset with no alternative use. The Group measures progress using either an output method, where the value of
work transferring over time is based on observable outputs such as monthly external surveys of works or an input method where, in most cases, the
most appropriate input is the proportion of costs incurred to date compared to total forecast costs and applied to the total consideration. A consistent
methodology is applied for projects of a similar nature. During a project, there may be variations to amend or extend the original project as well as claims
The Group operates a number of single or joint service-line arrangements where repeat services meet the definition of a series of distinct services that
are substantially the same (e.g. the provision of cleaning, security, waste and landscaping services). They have the same pattern of transfer of value to the
customer, as the series constitutes core services provided in distinct time increments (e.g. monthly or quarterly). The Group therefore treats the series
The Group delivers a range of other short-term service-based performance obligations and professional services work across certain reporting segments
for which revenue is recognised at the point in time when control of the service has transferred to the customer. This may be at the point when the
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The Group incurs pre-contract expenses (e.g. legal costs) when it is expected to enter into a new contract. The incremental costs to obtain a contract with
a customer are recognised within contract assets if it is expected that those costs will be recoverable. Costs to obtain a contract that would have been
Costs incurred to ensure that the project or programme has appropriate organisational, operational and technical infrastructures, and mechanisms in place
to enable the delivery of full services under the contract target operating model, are defined as contract fulfilment costs. Only costs which meet all three
of the criteria below are included within contract assets on the consolidated statement of financial position:
i.
The costs directly relate to the contract (e.g. direct labour, materials, subcontractors)
ii. The Group is building an asset that will subsequently be used to deliver contract outcomes
iii. The costs are expected to be recoverable, i.e. the contract is expected to be profitable after amortising the capitalised costs
Contract fulfilment costs covered within the scope of another accounting standard, such as inventories, intangible assets, or property, plant and equipment,
The Group amortises contract assets (pre-contract costs and contract fulfilment costs) on a systematic basis that is consistent with the entity’s transfer of
the related goods or services to the customer. The expense is recognised in the consolidated income statement.
A capitalised pre-contract cost or contract fulfilment cost is derecognised either when it is disposed of or when no further economic benefits are
expected to flow from its use.
Management is required to determine the recoverability of contract-related assets at each reporting date. An impairment exists if the carrying amount of
any asset exceeds the amount of consideration the entity expects to receive in exchange for providing the associated goods and services, less the remaining
costs that relate directly to providing those goods and services under the relevant contract. In determining the estimated amount of consideration,
management uses the same principles as it does to determine the contract transaction price. An impairment is recognised immediately where such losses
The Group’s customer contracts include a diverse range of payment schedules that are often agreed at the inception of long-term contracts under which it
receives payments throughout the term of the arrangement. Payments for goods and services transferred at a point in time may be at the delivery date, in
arrears or part payment in advance.
Where revenue recognised at the year-end date is more than amounts invoiced, the Group recognises accrued income for the difference. Where revenue
recognised at the year-end date is less than amounts invoiced, the Group recognises deferred income for the difference.
Where price step-downs are required in a contract and output is not decreasing, revenue is deferred from initial periods to subsequent periods in order
for revenue to be recognised on a consistent basis.
Providing the option for a customer to obtain extension periods or other services at a significant discount may lead to a separate performance obligation
where a material right exists. Where this is the case, the Group allocates part of the transaction price from the original contract to deferred income which
Finance costs consist of interest and other costs that are incurred in connection with the borrowing of funds. Finance costs are recognised in the
consolidated income statement in the year in which they are incurred, with the finance charges relating to the direct cost of debt issue spread over the
period to redemption using the effective interest method. The Group has elected to classify cash flows from interest paid as operating activities and
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The tax expense represents the sum of the current tax and deferred tax expense.
The current tax expense is based on taxable profit for the year. Taxable profit differs from accounting profit as reported in the consolidated income
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never
taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the statement
of financial position date.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the
consolidated financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement
of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination)
of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and does not give rise to equal taxable and
deductible temporary differences.
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based upon tax rates and
legislation that have been enacted or substantively enacted at the statement of financial position date. Deferred tax is charged or credited in the consolidated
income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities; and when they
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The
Acquisition costs incurred are expensed. The identifiable assets, liabilities and contingent liabilities of the acquiree that meet the conditions for recognition
are recognised at their fair value at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the
Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.
The Group recognises any non-controlling interest in an acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling
interest’s proportionate share of the acquired entity’s net identifiable assets. Where a business combination is achieved in stages, the Group’s previously
held interest in the acquired entity is remeasured to fair value at the acquisition date and the resulting gain or loss, if any, is recognised in the consolidated
income statement.
The fair value of customer contracts or customer relationships recognised as a result of a business combination is determined using forecast customer
cash flows from the contracts or relationships and expected renewal rates, and applying an appropriate discount rate specific to the asset. In determining
the cash flows, management uses judgement to estimate revenue growth, profit margins, contract renewal probability and the average contract duration
remaining, as well as the discount rate. Amortisation is charged on a straight-line basis through Other items over its useful economic life, up to a maximum
of 15 years.
Where applicable, the consideration for an acquisition includes any assets or liabilities resulting from a contingent consideration arrangement, measured
at fair value at the acquisition date. Subsequent changes in such fair values are adjusted against the cost of acquisition where they result from additional
information, obtained within one year from the acquisition date, about facts and circumstances that existed at the acquisition date. All other subsequent
changes in the fair value of contingent consideration classified as an asset or liability are recognised in the consolidated income statement, in accordance
with IFRS 9.
of the fair value of the consideration received and the fair value of any retained interest; and (ii) the previous carrying amount of the assets (including
goodwill) and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to
that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary, i.e. reclassified to profit or loss or
transferred to another category of equity as specified/permitted by applicable IFRS. The fair value of any investment retained in the former subsidiary at
the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9, when applicable, of an investment
The Group measures the lease liability for acquired leases at the present value of the remaining lease payments discounted using an appropriate discount
rate. As required by IFRS 3 – Business Combinations, the Group treats acquired leases as new leases, thereby recording the right-of-use asset as equal to
the lease liability.
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Acquisition-related liabilities or employment-linked earnouts are the estimated amounts payable to previous owners. The estimated future payments
that are accrued over the period the sellers are required to remain with the business are accounted for as remuneration for post-acquisition services
and recognised within the consolidated income statement and classified as Other items. The amounts not linked to employment are considered to be
contingent consideration and estimated and recognised at acquisition at their discounted fair value, with the unwind of the discount recorded as part
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets,
liabilities and contingent liabilities of a subsidiary at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated impairment losses. It is reviewed for impairment
at least annually. Any impairment is recognised immediately in the consolidated income statement for the year and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (CGUs) and is monitored for internal
management purposes by operating segment. The allocation is to the CGUs expected to benefit from the synergies of the combination. CGUs to which
goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the
recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first, to reduce the carrying amount of any
goodwill allocated to the unit, and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. On disposal
of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
When a business reorganisation results in changes to the composition of CGUs, goodwill is reallocated to updated CGUs. The goodwill allocated to a prior
CGU is wholly reallocated to an updated CGU, where the goodwill wholly arose on the acquisition of businesses comprised within the updated CGU.
Other intangible assets identified in a business acquisition are capitalised at fair value as at the date of acquisition.
Customer contracts and relationships are amortised over their useful lives based on the period of time over which they are anticipated to generate
benefits. Other acquisition-related intangibles include brands and acquired software and technology, which are amortised over their useful lives.
Software and development expenditure is capitalised as an intangible asset if the asset created can be identified, if it is probable that the asset created will
generate future economic benefits and if the development cost of the asset can be measured reliably. Software and development expenditure includes
internally generated intangible assets and is amortised over its useful life once it has been brought into use.
Upfront configuration and customisation costs incurred in implementing Software as a Service (SaaS) arrangements are recognised as operating expenses
when the services are received. Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional
capability to existing on-premise systems and meets the definition of, and recognition criteria for, an intangible asset. These costs are recognised as
intangible software assets and amortised over the useful life of the software on a straight-line basis.
Following initial recognition, the carrying amount of an intangible asset is its cost less any accumulated amortisation and any accumulated impairment losses.
Intangible assets are reviewed for impairment annually, or more frequently when there is an indication that they may be impaired. Amortisation expense is
charged to administrative expenses in the consolidated income statement on a straight-line basis over the useful life of the asset as follows:
Customer contracts and relationships |
5–15 years |
Brands, software and development expenditure |
3–10 years |
Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Depreciation is charged so as to write off the
cost less expected residual value of the assets over their estimated useful lives and is calculated on a straight-line basis as follows:
Buildings |
50 years or lease term if shorter |
Plant and vehicles |
3–10 years |
The Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where the
asset does not generate cash flows that are independent from other assets, management estimates the recoverable amount of the CGU to which the
asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to
its recoverable amount. An impairment loss is recognised as an expense immediately.
amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been
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Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the Group becomes a party to the contractual
provisions of the instrument. The Group derecognises financial assets and liabilities only when the contractual rights and obligations are transferred,
Financial assets principally comprise cash and cash equivalents, trade receivables, accrued income and other receivables. The classification of financial assets
amount of cash and are subject to an insignificant risk of changes in value. Cash and bank overdrafts are only offset where the overdraft is part of the
Group’s cash pooling arrangements and the Group has both the legal right to offset and intends to settle on a net basis at the period end through cash
sweeping arrangements.
Cash where access is constrained is classified as restricted cash. Bank transactions are recorded on their settlement date. All of the Group’s cash flows
from customers are solely payments of principal and interest, and do not contain a significant financing component. Financial assets generated from all
initial recognition at fair value and subsequently at amortised cost, with the exception of contingent consideration payable which is measured at fair value
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
The Group recognises a loss allowance for expected credit losses (ECLs) on all receivable balances from customers measured at amortised cost using the
simplified approach. Under this approach, the Group recognises a loss allowance based on lifetime ECLs at each reporting date. ECLs are calculated on the
basis of historical credit loss experience, adjusted for forward-looking factors that incorporate macroeconomic conditions, for example changes in interest
rates and inflation, and applied to customers with common risk characteristics, such as sector type (e.g. government or non-government).
For other receivables, ECLs are measured using those expected to arise in the 12 months subsequent to the statement of financial position date.
For cash and cash equivalents, the Group does not currently anticipate any future credit losses given the high-quality credit rating of the financial institutions
The Group has various lease arrangements for properties (e.g. office buildings and storage facilities), vehicles and other equipment, including IT equipment
and machinery. At inception of a lease contract, the Group assesses whether the contract conveys the right to control the use of an identified asset for a
certain period of time, and whether it obtains substantially all the economic benefits from the use of that asset, in exchange for consideration. The Group
recognises a lease liability and a corresponding right-of-use asset with respect to all lease arrangements in which it is a lessee, except low-value leases and
short-term leases of 12 months or less, costs for which are recognised as an operating expense within the consolidated income statement as they are incurred.
comprises the present value of future lease payments determined at the inception of the lease adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred in addition to an estimate of costs to remove or restore the underlying asset. Where a lease
incentive is receivable, the amount is offset against the right-of-use asset at inception. Right-of-use assets are depreciated using the straight-line method
over the shorter of the estimated life of the asset or the lease term and are reviewed for impairment to account for any loss when events or changes in
The lease liability is initially measured at amortised cost using the effective interest rate method to calculate the present value of future lease payments and
is subsequently increased by the associated interest cost and decreased by lease payments made. The effective interest rate is based on the rate implicit
in the lease or, where not available, the incremental borrowing rate. Lease payments made are apportioned between a capital repayment amount and an
interest charge, which are disclosed within the financing and operating activities sections of the consolidated statement of cash flows respectively. Lease
payments comprise fixed lease rental payments only, with the exception of property leases for which the associated fixed service charge is also included.
The majority of the Group’s lease contracts include inflationary-linked rent review clauses. Future increases or decreases in rentals linked to an index or
rate are not included in the lease liability until the change in cash flows takes effect. Lease liabilities are classified between current and non-current and
presented within financing liabilities on the consolidated statement of financial position.
The lease term comprises the non-cancellable period in addition to the determination of the enforceable period which is covered by an option to extend
the lease, where it is reasonably certain that the option will be exercised, and the period covered by the option to terminate the lease to a point in time
where no more than an ‘insignificant penalty’ is incurred. The Group assesses an insignificant penalty with reference to the wider economics of the lease,
including any investment in non-transferable leasehold improvements which may result in an impairment charge should the lease be terminated.
A modification to a lease which changes the lease payment amount (e.g. due to a renegotiation or market rent review) or amends the term of the lease,
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Provisions have been made for contract-specific costs, onerous contracts, insurance exposures, legal claims, property-related commitments including
dilapidations and restructuring-related costs.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where management expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised
as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the consolidated income
statement net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contract-specific cost provisions are made when the Group expects to incur future remedial and rectification costs required to meet customers’
contractual terms. Costs are estimated using either the work of external consultants or internal experts. The amount recognised as a provision represents
management’s best estimate and is inherently uncertain and could change materially over time. The provision is reviewed at least on a biannual basis for
changes in cost estimates. Any change in cost estimate is recognised as a charge or a release to the provision when it occurs.
The insurance reserve relates to employers’ and motor and fleet liabilities retained in the Group’s self-insurance arrangement. The insurance reserve includes
the full estimated value of the liability, gross of amounts expected to be recovered from the Group’s insurer. Any related insurance reimbursement asset
that is virtually certain to be received is separately presented gross within trade and other receivables on the consolidated statement of financial position.
No provisions are recognised and only a disclosure in the consolidated financial statements is made for contingent liabilities. Contingent liabilities are
possible obligations dependent on whether some uncertain future event occurs, or where a present obligation exists but an outflow of resources is not
probable, or the amount of the obligation cannot be measured reliably.
Onerous contracts
Onerous contract provisions arise when the unavoidable costs of meeting contractual obligations exceed the remuneration expected to be received.
The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is lower of the cost of fulfilling a contract and any
compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises both incremental costs and an allocation of other direct
costs related to contract activities.
Where a customer has an option to extend a contract and it is likely that such an extension will be made, the expected net cost arising during the extension
period is included within the calculation. However, where a profit can be reasonably expected in the extension period, no credit is taken on the basis that
The Group operates a number of executive and employee share option schemes. Equity-settled share-based payments to employees are measured at
the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. For grants of share
options and awards, the fair value as at the date of grant is calculated using the Black-Scholes model or the share price at grant date, and the corresponding
expense is recognised on a straight-line basis over the vesting period based on management’s estimate of shares that will eventually vest, taking into account
the non-market performance and service conditions associated with the schemes. At each statement of financial position date, the Group revises its
estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions. Save As You Earn (SAYE)
options are treated as cancelled when employees cease to contribute to the scheme, resulting in an acceleration of the remainder of the related expense.
of the Group and the Company, where shares are purchased and held in the EBT, the cost of the shares is deducted from the Company’s equity until the
shares are cancelled or issued. When shares are transferred to employees upon exercise of options and awards, the own shares reserve is reduced by the
The Group operates a number of defined contribution retirement benefit schemes for all qualifying employees. Payments to the defined contribution and
stakeholder pension schemes are charged as an expense as the related service is provided.
In addition, the Group operates and participates in a number of defined benefit schemes. In respect of the schemes in which the Group makes contributions
under Admitted Body status to clients’ defined benefit schemes in respect of certain employees who transferred to the Group under Transfer of
Undertakings (Protection of Employment) Regulations 2006, the Group accounts for its legal and constructive obligations over the period of its
participation which is for a fixed period only.
For the defined benefit pension schemes, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations
being carried out at each statement of financial position date by qualified third-party actuaries. Actuarial gains and losses on obligations, the return on
scheme assets (excluding interest) and the effect of the asset ceiling (if applicable, excluding interest) are recognised in the consolidated statement of
comprehensive income in the year in which they occur.
Defined benefit pension costs (including curtailments) are recognised in the consolidated income statement, in administrative expenses, while the net
interest cost is recognised in finance costs.
The Group’s liability in respect of defined benefit schemes is calculated separately for each scheme by estimating the amount of future benefit that
employees have earned in the current and prior years, discounting that amount using the market yield on a high-quality corporate bond and deducting
the fair value of any scheme assets. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of
economic benefits available in the form of any future refunds from the scheme, where the Group has the unconditional right to the surplus or reductions
in future contributions to the scheme. Assets recognised are adjusted for tax, where relevant.
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Insurance buy-in policies included within plan assets are measured at fair value. The timing and amount of payments exactly match a portion of benefits
in the scheme and therefore the present value of the related obligations (determined using the project unit credit method as set out above) is deemed to
be the fair value of the insurance policies. Defined benefit pension scheme buyouts are accounted for as settlements under IAS 19 where the Group is
relieved of its obligations. On settlement, the related defined benefit obligation and plan assets are derecognised.
For schemes where sufficient information is not available to use defined benefit accounting, no liability is recognised on the consolidated statement of
The preparation of consolidated financial statements under IFRS requires management to make judgements, estimates and assumptions that affect amounts
recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual results
may differ from these judgements, estimates and assumptions.
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, made by management in the process of applying the Group’s accounting policies, that have the most significant
effect on the amounts recognised in the Group’s consolidated financial statements.
Profit before Other items
Other items are items of financial performance which management believes should be separately identified on the face of the consolidated income
statement to assist in understanding the underlying financial performance achieved by the Group. Determining whether an item should be classified within
Other items requires judgement as to whether an item is or is not part of the underlying performance of the Group. See Note 1, which details the Group’s
accounting policy for Other items.
Other items after tax of £88.1m were charged (2025: £57.9m) to the consolidated income statement for the year ended 31 March 2026. A complete
analysis of the amounts included in Other items is detailed in Note 4.
The significant accounting estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year, are discussed below.
Measurement of defined benefit pension obligations
At 31 March 2026, net retirement benefit assets of £18.2m (2025: £16.3m) and net retirement benefit liabilities of £2.8m (2025: £2.4m) were recognised.
The measurement of gross defined benefit obligations of £214.1m (2025: £252.2m) requires judgement, and is dependent on material key assumptions,
including discount rates, inflation and life expectancy. See Note 29 for further details and a sensitivity analysis for the key assumptions.
Other sources of estimation uncertainty
The below estimates are not considered to be a significant source of estimation uncertainty as per the requirements of IAS 1 – Presentation of Financial
Statements (IAS 1) but represent areas of focus for management.
Revenue recognition
The Group’s revenue recognition policies, which are set out under Revenue recognition in Note 1, are central to how the Group measures the work it has
performed in each financial year.
Some of the Group’s contracts, including Private Finance Initiative contracts, contain variable consideration where management assesses the extent
to which revenue is recognised. For certain contracts, judgements were made on whether it is considered highly probable that a significant reversal of
revenue will not occur when the associated uncertainty with the variable consideration is subsequently resolved and there is estimation uncertainty
involved in determining the applicable revenue constraint.
Business combinations – purchase price allocation
When the Group completes a business combination, the identifiable assets and liabilities acquired are recognised at their acquisition date fair values
in accordance with IFRS 3 Business Combinations. The determination of these fair values involves selection and application of appropriate valuation
techniques and assumptions, which results in estimation uncertainty.
During the year ended 31 March 2026, the Group completed the acquisition of Marlowe plc, representing a transaction that was material to the Group. Total
consideration of £351.5m resulted in provisional goodwill of £223.8m, after recognising provisional fair values of identifiable net assets acquired of £127.7m (see
Note 27). The most significant fair value adjustments related to the recognition and measurement of intangible assets for customer relationships and contracts,
with a provisional fair value of £143.0m recognised together with a corresponding provisional deferred tax liability of £35.8m.
The fair value of customer relationships and contracts was determined using the multi-period excess earnings method, applying an appropriate discount
rate to forecast post-tax cash flows. In applying this valuation technique, management was required to exercise judgement in estimating the inputs for the
model including customer attrition rates, revenue growth, earnings before interest, tax, depreciation and amortisation (EBITDA) margins (including the
expected impact of market participant synergies) and the discount rate.
Of the inputs in the model, significant estimation uncertainty was noted on customer attrition rates used in determining the valuation of customer
contracts and relationships. A reasonably possible increase of two percentage points in the assumed attrition rate would result in a decrease in the
provisional fair value of these intangible assets of approximately £19.3m, with a corresponding increase in goodwill of £14.5m (net of deferred tax).
A reasonably possible decrease of two percentage points would increase the fair value of customer contracts and relationships by approximately £24.0m,
with a corresponding reduction in goodwill of £18.0m (net of deferred tax). The sensitivity could lead to material movements in the valuation of customer
relationships and contracts; however, this is considered a longer-term uncertainty and is not expected to result in a material change within the 12 months
following 31 March 2026.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
2. Critical accounting judgements and sources of estimation uncertainty continued
Mitie Group plc
178
Annual Report and Accounts 2026
Contract-specific cost provisions
The Group is, from time to time, party to legal proceedings and claims. Judgements are required in order to assess whether these legal proceedings
and claims are probable, and the liability can be reasonably estimated, resulting in a provision or, alternatively, whether the items meet the definition of
contingent liabilities.
Provisions are liabilities of uncertain timing or amount and, therefore, in making a reliable estimate of the quantum and timing of liabilities, judgement is
applied and re-evaluated at each reporting date. Estimation is required in determining the probable outflow in respect to contract-specific costs, for which
the Group recognised provisions at 31 March 2026 of £26.5m (2025: £33.0m), see Note 18.
Within this total, £10.8m (2025: £10.8m) relates to a certain contract where a liability has been estimated in relation to a commercial dispute. Management
sought external assistance at the time of the acquisition of Interserve to value the potential risk exposure to the Group and has periodically updated this
assessment. The actual exposure to the Group may differ from the amount provided at 31 March 2026 due to the multiple variables associated with
the particular issues involved in the dispute. The value of the provision represents management’s best estimate at the reporting date. Management will
continue to assess the value of the provision recorded in arriving at its best estimate of any potential resolution at each subsequent reporting date.
Onerous contract provisions
The recognition of onerous contract provisions is based on assumptions that are subject to longer-term uncertainties. Onerous contract provisions
totalling £12.1m have been recognised at 31 March 2026 (2025: £10.0m), see Note 18.
Onerous contract assessments are performed by the Group at an individual contract level at each reporting date. Determining the carrying value of
onerous contract provisions requires assumptions and judgements to be made about the future performance of the Group’s contracts. The level of
uncertainty in the estimates made, either in determining whether a provision is required, or in the measurement of a provision booked, is linked to the
complexity of the underlying contracts.
The sources of judgement when measuring the level of provision to book are:
• The level of accuracy in forecasting future variable revenue and costs to complete the contract
• The ability of the Group to maintain or improve operational performance to ensure cost assumptions are in line with expected levels, including contract-
specific key performance indicators (KPIs)
• Identifying cost-saving initiatives that are considered to be probable in terms of timing and scale
The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the Chief Operating
Decision Maker in deciding how to allocate resources and in assessing performance. The Group has determined the Chief Operating Decision Maker to be
its Board of Directors.
The Group manages its business on a service division basis. During the year, the Group reorganised its Communities division, where the Healthcare, Local
Government & Education business was transferred into the Technical Services division, and the Immigration & Justice business was transferred into the Business
Services division. The Compliance business, which was previously reported within the Technical Services division, has also transferred to the Business Services
division. The comparatives for the year ended 31 March 2025 have been restated for the change in the composition of reportable segments.
As a result of the reorganisation, Communities is not considered to be an operating segment for the year ended 31 March 2026, and the Group therefore
has two reportable segments (2025: three segments). The change in operating segments reflects how the Chief Operating Decision Maker evaluates
the divisions and their performance and decides on resource allocation. The comparatives for the year ended 31 March 2025 have been restated for the
change in the composition of reportable segments.
Revenue, operating profit before Other items and operating profit margin before Other items are the primary measures of performance that are
reported to and reviewed by the Board. Segment assets and liabilities have not been disclosed as they are not reviewed by the Board.
No single customer accounted for more than 10% of external revenue in the year ended 31 March 2026 or in the comparative year. The UK Government
is not considered to be a single customer.
Consolidated income statement information
| 2026 |
2025 (restated) 1 |
|||||
Operating |
Operating |
|||||
profit/(loss) |
Operating |
profit/(loss) |
Operating |
|||
before |
margin before |
before |
margin before |
|||
Revenue |
Other items 2 |
Other items 2 |
Revenue |
Other items 2 |
Other items 2 |
|
£m |
£m |
% |
£m |
£m |
% |
|
Business Services |
2,985.1 |
187.1 |
6.3 |
2,538.0 |
180.4 |
7.1 |
Technical Services |
2,633.5 |
135.9 |
5.2 |
2,544.6 |
109.1 |
4.3 |
Corporate Centre |
– |
(58.9) |
– |
– |
(55.4) |
– |
Total Group |
5,618.6 |
264.1 |
4.7 |
5,082.6 |
234.1 |
4.6 |
Notes:
1.
The comparatives for the year ended 31 March 2025 have been restated for the change in the composition of reportable segments.
2. Other items are as described in Note 4.
Strategic report
Governance
Financial statements
3. Business segment information continued
Mitie Group plc
179
Annual Report and Accounts 2026
A reconciliation of segment operating profit before Other items to total profit before tax is provided below:
2026 |
2025 |
|
£m |
£m |
|
Operating profit before Other items 1 |
264.1 |
234.1 |
Other items 1 |
(112.7) |
(72.5) |
Net finance costs |
(27.7) |
(16.2) |
Profit before tax |
123.7 |
145.4 |
Note:
1. Other items are as described in Note 4.
Revenue, operating profit before Other items and operating margin before Other items from external customers by geographical segment are shown below:
| 2026 |
2025 |
|||||
Operating |
Operating |
Operating |
Operating |
|||
profit before |
margin before |
profit before |
margin before |
|||
Revenue |
Other items 1 |
Other items 1 |
Revenue |
Other items 1 |
Other items 1 |
|
£m |
£m |
% |
£m |
£m |
% |
|
United Kingdom |
5,271.4 |
241.3 |
4.6 |
4,826.1 |
219.3 |
4.5 |
Spain |
226.7 |
14.1 |
6.2 |
167.2 |
9.7 |
5.8 |
Ireland |
62.5 |
3.3 |
5.3 |
60.1 |
2.8 |
4.7 |
Other countries 2 |
58.0 |
5.4 |
9.3 |
29.2 |
2.3 |
7.9 |
Total |
5,618.6 |
264.1 |
4.7 |
5,082.6 |
234.1 |
4.6 |
Notes:
1. Other items are as described in Note 4.
2. No other individual countries are considered material in the context of the Group’s overall revenue to be separately presented.
The carrying amount of non-current assets, excluding financial instruments, retirement benefit assets, and interest in associates, by geographical segment is
shown below:
2026 |
2025 |
|
£m |
£m |
|
United Kingdom |
1,245.3 |
879.0 |
Spain |
29.0 |
24.0 |
Ireland |
10.4 |
10.2 |
Other countries |
0.7 |
0.1 |
Total |
1,285.4 |
913.3 |
Supplementary information
| 2026 |
2025 (restated) 1 |
|||||
Depreciation of |
Amortisation of |
Depreciation of |
Amortisation of |
|||
property, plant |
other intangible |
Amortisation of |
property, plant |
other intangible |
Amortisation of |
|
and equipment |
assets |
contract assets |
and equipment |
assets |
contract assets |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
Business Services |
12.6 |
1.0 |
0.9 |
7.3 |
0.1 |
0.4 |
Technical Services |
4.2 |
0.3 |
– |
4.1 |
0.3 |
– |
Corporate Centre |
69.0 |
49.9 |
– |
56.5 |
37.7 |
– |
Total |
85.8 |
51.2 |
0.9 |
67.9 |
38.1 |
0.4 |
Note:
1.
The comparatives for the year ended 31 March 2025 have been restated for the change in the composition of reportable segments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
3. Business segment information continued
Mitie Group plc
180
Annual Report and Accounts 2026
Disaggregated revenue
The Group disaggregates revenue from contracts with customers by sector (government and non-government). Management believes that this
best depicts how the nature and amount of revenue and cash flows are affected by economic factors. The following table includes a reconciliation of
disaggregated revenue with the Group’s reportable segments.
| 2026 |
2025 (restated) 1 |
|||||
| Sector 2 |
Sector 2 |
|||||
Government |
Non-government |
Total |
Government |
Non-government |
Total |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
Business Services |
1,259.2 |
1,725.9 |
2,985.1 |
1,202.5 |
1,335.5 |
2,538.0 |
Technical Services |
1,535.4 |
1,098.1 |
2,633.5 |
1,441.7 |
1,102.9 |
2,544.6 |
Total revenue |
2,794.6 |
2,824.0 |
5,618.6 |
2,644.2 |
2,438.4 |
5,082.6 |
Notes:
1.
The comparatives for the year ended 31 March 2025 have been restated for the change in the composition of reportable segments.
2. Sector is defined by the end customer on any contract. For example, if the Group is a subcontractor to a company repairing a government building, then the contract would be
classified as government.
Transaction price allocation to the remaining performance obligations
The table below shows the secured forward order book for each segment at the reporting date with the time bands of when the Group expects to
recognise secured revenue on its contracts with customers. Secured revenue corresponds to all work contracted with customers and excludes the impact
of anticipated variable works and projects.
| 2026 |
2025 (restated) 1 |
|||||
Total secured |
Total secured |
|||||
Less than 1 year |
More than 1 year |
revenue |
Less than 1 year |
More than 1 year |
revenue |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
Business Services |
2,222.7 |
5,271.6 |
7,494.3 |
1,387.3 |
5,840.1 |
7,227.4 |
Technical Services |
1,460.7 |
4,101.3 |
5,562.0 |
983.4 |
3,690.9 |
4,674.3 |
Total Group |
3,683.4 |
9,372.9 |
13,056.3 |
2,370.7 |
9,531.0 |
11,901.7 |
Note:
1.
Strategic report
Governance
Financial statements
Mitie Group plc
181
Annual Report and Accounts 2026
Other items are items of financial performance which management believes should be separately identified on the face of the consolidated income
statement to assist in understanding the underlying financial performance achieved by the Group.
The Group separately reports acquisition and disposal costs within Other items. These include the amortisation of acquisition-related intangible
assets, integration costs, employment-linked earnout charges, and gains or losses on business disposals. ‘Other items’ also include cost of restructuring
programmes, impairments of goodwill and acquired intangible assets, charges arising on the exit of pension schemes and other exceptional items, together
with the associated tax effects.
2026 |
2025 |
|
£m |
£m |
|
Restructuring costs |
(27.2) |
(16.6) |
Acquisition and disposal costs |
(74.9) |
(43.1) |
Other exceptional items |
(10.6) |
(12.8) |
Total Other items before tax |
(112.7) |
(72.5) |
Tax charge on Other items |
24.6 |
14.6 |
Total Other items after tax |
(88.1) |
(57.9) |
Restructuring costs
The Group has been undertaking a major transformation programme involving the restructuring of operations to reposition the business for its next
phase of growth. Material transformation programmes are included as Other items where initiatives are not considered to be normal operating costs of
the business. The costs are analysed below:
2026 |
2025 |
|
£m |
£m |
|
Target Operating Model 1 |
(25.5) |
(16.6) |
Process Re-imagination & Optimisation 2 |
(1.7) |
– |
Restructuring costs |
(27.2) |
(16.6) |
Tax |
6.8 |
4.1 |
Restructuring costs net of tax |
(20.4) |
(12.5) |
Notes:
1.
The Target Operating Model (TOM) transformation programme includes the further outsourcing of back-office functions, process optimisation and system consolidation and
optimising the organisation structure. Since its launch in the year ended 31 March 2022, cumulative costs of £70.7m have been recognised within the consolidated income statement
and classified as Other items, of which £66.9m were cash costs. The programme is expected to complete by 31 March 2027.
2. During the year ended 31 March 2026, the Group launched the Process Re-imagination & Optimisation programme, to redefine ways of working, leveraging technology and AI to
support enhanced customer service and further margin expansion. This will be a major ‘step change’ for the business, requiring significant investment, including estimated programme
costs of c.£20–25m in the year ending 31 March 2027.
The costs associated with the Group restructuring programmes include £9.3m (2025: £3.7m) of external consultancy costs, fixed-term staff costs of £6.2m
(2025: £5.5m) to manage and implement changes, redundancy costs of £5.3m (2025: £4.7m), impairment of right-of-use assets of £1.3m (2025: £nil), other
property exit costs of £2.1m (2025: £nil), dual-run licence costs in relation to decommissioned operating systems of £2.7m (2025: £0.5m) and loss on
disposal of software of £0.3m (2025: £2.2m).
Acquisition and disposal costs
2026 |
2025 |
|
£m |
£m |
|
Amortisation of acquisition-related intangible assets |
(41.5) |
(29.6) |
Integration costs 1 |
(16.6) |
(0.7) |
Transaction costs 2 |
(9.1) |
(3.6) |
Employment-linked earnout charges 3 |
(6.3) |
(8.6) |
Other acquisition-related costs |
(1.4) |
(0.6) |
Acquisition and disposal costs |
(74.9) |
(43.1) |
Tax |
15.1 |
7.6 |
Acquisition and disposal costs net of tax |
(59.8) |
(35.5) |
Notes:
1.
Comprises costs in relation to professional fees of £6.9m (2025: £0.7m), fixed-term staff costs of £4.7m (2025: £nil), redundancy costs of £3.0m (2025: £nil), impairment of right-of-use
assets of £0.6m (2025:£nil), other property exit costs of £0.9m (2025: £nil), and £0.5m (2025: £nil) of accelerated amortisation in relation to software that is in the process of being
replaced due to integration activities.
2. Relates to professional fees.
3. Comprises earnout amounts payable to former owners of acquired businesses under the terms of the sale and purchase agreements where a condition of receiving the payment is the
continued employment by the Group of the individual receiving the payment. These payments are accrued over the period that the related employment services are received, up until
the point at which the consideration becomes payable.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
4. Other items continued
Mitie Group plc
182
Annual Report and Accounts 2026
Other exceptional items
2026 |
2025 |
|
£m |
£m |
|
Pension-related costs 1 |
(9.3) |
(9.4) |
Digital supplier platform 2 |
(1.3) |
(3.4) |
Other exceptional items |
(10.6) |
(12.8) |
Tax |
2.7 |
2.9 |
Other exceptional items net of tax |
(7.9) |
(9.9) |
Notes:
1.
Comprises a £7.9m contract settlement charge to reverse the gross surplus on three Local Government Pension Schemes (2025: £5.3m), where an asset ceiling had been applied and
therefore no net surplus was recognised on the consolidated statement of financial position. The reversal of the asset ceiling has been credited to other comprehensive income. In
addition, one-off past service costs of £1.3m were recognised due to changes in certain pension scheme rules (2025: £1.1m), together with £0.6m of administrative expenses relating to
the Landmarc pension scheme buyout (2025: £0.2m). The costs were partially offset by a £0.5m release of an accrual following the final settlement agreement with the trustees of the
Plumbing Scheme in respect of the Section 75 debt, relating to the previously disposed Social Housing business (2025: £2.8m charge). See Note 29.
2. Comprises costs in relation to the implementation of a new digital supplier platform, resulting in a step change in the Group’s supply chain management capabilities. These costs
comprise fixed-term staff costs of £1.3m (2025: £2.3m), and during the year ended 31 March 2025, third-party implementation costs of £1.1m were also incurred. The roll-out of
the digital supplier platform was completed in the year ended 31 March 2026, and cumulative cash costs of £16.2m were recognised within the consolidated income statement and
2026 |
2025 |
|
Total Group |
£m |
£m |
Depreciation of property, plant and equipment (Notes 13 and 23) |
85.8 |
67.9 |
Amortisation of other intangible assets (Note 12) |
51.2 |
38.1 |
Amortisation of contract assets |
0.9 |
0.4 |
Loss on disposal of property, plant and equipment |
0.8 |
0.3 |
Loss on disposal of other intangible assets |
0.3 |
2.4 |
Impairment of right-of-use assets (Note 23) |
1.9 |
– |
Impairment (reversal)/loss recognised on trade and other receivables (Note 22) |
(0.5) |
1.0 |
A detailed analysis of auditor’s remuneration is provided below:
2026 |
2025 |
|
£’000 |
£’000 |
|
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts |
347 |
336 |
Fees payable to the Company’s auditor and its associates for the audit of the Company’s subsidiaries pursuant to |
||
legislation – current year |
4,946 |
4,113 |
Total audit fees – current year |
5,293 |
4,449 |
Fees payable to the Company’s auditor and its associates for the audit of the Company’s subsidiaries pursuant to |
||
legislation – prior year |
75 |
453 |
Total audit fees |
5,368 |
4,902 |
Audit-related assurance services to the Group (interim review) |
253 |
241 |
Total non-audit fees |
253 |
241 |
Total |
5,621 |
5,143 |
Strategic report
Governance
Financial statements
Mitie Group plc
183
Annual Report and Accounts 2026
The average number of people employed during the financial year was:
Number of people |
2026 |
2025 (restated) 1 |
Business Services |
61,101 |
51,757 |
Technical Services |
19,808 |
21,054 |
Corporate Centre |
206 |
171 |
Total Group |
81,115 |
72,982 |
Note:
1.
The comparatives for the year ended 31 March 2025 have been restated for the change in the composition of reportable segments.
The total employment costs, including Directors, were:
2026 |
2025 |
|
£m |
£m |
|
Wages and salaries |
2,532.7 |
2,225.6 |
Social security costs |
318.3 |
225.3 |
Other pension costs 1 |
68.2 |
55.9 |
Share-based payments (Note 28) |
22.9 |
16.1 |
Total |
2,942.1 |
2,522.9 |
Note:
1.
Other pension costs for the year ended 31 March 2026 excludes £9.3m (2025: £9.4m) of pension-related costs charged to Other items (see Note 4). Including these expenses, other
pension costs total £77.5m (2025: £65.3m).
Executive and Non-Executive Directors’ aggregate emoluments are shown below:
2026 |
2025 |
|
£m |
£m |
|
Short-term employment benefits |
3.0 |
4.0 |
Post-employment benefits |
0.1 |
0.1 |
Share-based payments |
4.1 |
4.7 |
Total |
7.2 |
8.8 |
2026 |
2025 |
|
Finance costs |
£m |
£m |
Interest on bank loans |
6.9 |
3.5 |
Interest on private placement loan notes |
10.7 |
5.3 |
Bank fees |
2.0 |
1.2 |
Interest on lease liabilities (Note 23) |
10.2 |
8.7 |
Other interest |
1.2 |
0.8 |
Total |
31.0 |
19.5 |
2026 |
2025 |
|
Finance income |
£m |
£m |
Bank interest |
2.3 |
3.0 |
Net interest on defined benefit pension scheme assets and liabilities (Note 29) |
1.0 |
0.3 |
Total |
3.3 |
3.3 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
184
Annual Report and Accounts 2026
2026 |
2025 |
|
Total Group |
£m |
£m |
Current tax |
34.6 |
20.4 |
Deferred tax (Note 19) |
(1.2) |
16.6 |
Tax charge for the year |
33.4 |
37.0 |
Corporation tax is calculated at 25% (2025: 25%) of the estimated taxable profit for the year. A reconciliation of the tax charge to the elements of profit
before tax per the consolidated income statement is as follows:
| 2026 |
2025 |
|||||
Before |
Before |
|||||
Other items |
Other items 1 |
Total |
Other items |
Other items 1 |
Total |
|
Total Group |
£m |
£m |
£m |
£m |
£m |
£m |
Profit/(loss) before tax |
236.4 |
(112.7) |
123.7 |
217.9 |
(72.5) |
145.4 |
Tax at UK rate of 25% (2025: 25%) |
59.1 |
(28.2) |
30.9 |
54.5 |
(18.1) |
36.4 |
Reconciling tax charges for: |
||||||
Non-deductible items |
1.2 |
3.6 |
4.8 |
0.5 |
3.5 |
4.0 |
Credit for losses not previously recognised |
(0.3) |
– |
(0.3) |
– |
– |
– |
Overseas tax rates |
(1.0) |
– |
(1.0) |
(1.0) |
– |
(1.0) |
Adjustments in respect of prior years |
(1.0) |
– |
(1.0) |
(2.4) |
– |
(2.4) |
Tax charge/(credit) for the year |
58.0 |
(24.6) |
33.4 |
51.6 |
(14.6) |
37.0 |
Effective tax rate for the year |
24.5% |
21.8% |
27.0% |
23.7% |
20.1% |
25.4% |
Note:
1. Other items are as described in Note 4.
The tax charge during the year ended 31 March 2026, consists of charges with respect to current tax of £34.6m, and credits with respect to deferred tax
of £1.2m. The effective tax rate for the Group of 27.0% is higher than the UK headline rate of 25.0% primarily due to non-deductible items.
Certain expenditure is not deductible for tax purposes as set out in tax legislation. The main categories of non-deductible expenditure are certain
acquisition-related costs, such as employment-linked earnout charges and professional fees that are classified as capital in nature for tax purposes.
Deferred tax is provided on items where the timing of tax relief differs from when the amounts are included in the financial statements such as tax
depreciation, retirement benefit assets/liabilities, share options and short-term timing differences.
The Group does not have any material uncertain tax positions.
In addition to the amounts charged to the consolidated income statement: (i) a £1.1m credit for current tax (2025: £1.2m charge) and a £3.3m charge
for deferred tax (2025: £3.4m) relating to remeasurements of retirement benefit liabilities has been recognised within the consolidated statement of
comprehensive income; and (ii) a £7.4m credit for current tax (2025: £4.7m) and a £3.9m credit for deferred tax (2025: £2.1m charge) relating to share
options have been recognised directly within equity.
Impact of Pillar Two legislation
Pillar Two legislation has either been enacted or substantively enacted in jurisdictions in which the Group operates, and has been effective for the Group
since 1 April 2025. The Group is in scope of the enacted or substantively enacted legislation and has performed an assessment of the Group’s potential
exposure to Pillar Two income taxes. The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-
by-country reporting and financial statements for the constituent entities in the Group. Based on the assessment, the Pillar Two effective tax rates in most
of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbour
relief does not apply and the Pillar Two effective tax rate is therefore close to 15%. A charge of £0.2m (2025: £0.2m) as a result of the Pillar Two income
taxes has been included in the overall tax charge for the year.
Tax strategy
Strategic report
Governance
Financial statements
Mitie Group plc
185
Annual Report and Accounts 2026
2026 | 2026 | 2025 | 2025 | |
Pence per share | £m | Pence per share | £m | |
Amounts recognised as distributions in the year: | ||||
Final dividend for the prior year | 3.0 | 36.6 | 3.0 | 38.5 |
Interim dividend for the current year | 1.4 | 18.1 | 1.3 | 16.0 |
54.7 | 54.5 | |||
Proposed final dividend for the year ended 31 March |
final dividend for the year ended 31 March 2026 will be paid on 27 August 2026 to shareholders on the register on 17 July 2026. The ordinary shares will
The calculation of the basic and diluted earnings per share (EPS) is based on the following data:
2026 | 2025 | |
£m | £m | |
Net profit before Other items attributable to owners of the parent | 169.2 | 157.6 |
Other items net of tax attributable to owners of the parent 1 | (86.6) | (56.2) |
Net profit attributable to owners of the parent | 82.6 | 101.4 |
Note:
1. Other items are as described in Note 4.
2026 | 2025 | |
Number of shares | million | million |
Weighted average number of ordinary shares for the purpose of basic EPS 1 | 1,245.6 | 1,237.7 |
Effect of dilutive potential ordinary shares 2 | 102.1 | 101.5 |
Weighted average number of ordinary shares for the purpose of diluted EPS 1,2 | 1,347.7 | 1,339.2 |
Notes:
1.
The weighted average number of ordinary shares in issue during the year excludes those accounted for in the Own shares reserve.
2. The dilutive potential ordinary shares relate to instruments that could potentially dilute basic earnings per share in the future, such as share-based payments.
2026 | 2025 | |
Pence per share | Pence per share | |
Basic earnings before Other items 1 | 13.6 | 12.7 |
Basic earnings | 6.6 | 8.2 |
Diluted earnings before Other items 1 | 12.6 | 11.8 |
Diluted earnings | 6.1 | 7.6 |
Note:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
186
Annual Report and Accounts 2026
£m |
|
Cost |
|
At 1 April 2024 |
394.2 |
Arising on business combinations |
36.1 |
At 31 March 2025 |
430.3 |
Arising on business combinations (Note 27) |
244.7 |
At 31 March 2026 |
675.0 |
Accumulated impairment losses |
|
At 1 April 2024, 31 March 2025 and 31 March 2026 |
32.5 |
Net book value |
|
At 31 March 2026 |
642.5 |
At 31 March 2025 |
397.8 |
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from that business
combination. The Group tests goodwill at least annually for impairment, or more frequently if there are indicators that goodwill may be impaired.
The Group has reorganised its business in the year ended 31 March 2026, and the determination of CGUs has been updated accordingly to meet the
criteria included in IAS 36 – Impairment of Assets. Business Services, Technical Services and Spain have been determined to be the relevant CGUs for the
year ended 31 March 2026. The information presented for the year ended 31 March 2025 has been re-presented to reflect these changes, and, as a result,
the £81.0m of goodwill previously allocated to the Communities CGU has been reallocated on a relative value approach.
A summary of the goodwill balances and the discount rates used to assess the forecast cash flows from each CGU are as follows:
2026 |
2025 |
||
Pre-tax |
Goodwill |
||
discount rate |
Goodwill |
(restated) 1 |
|
% |
£m |
£m |
|
Business Services |
10.9 |
423.2 |
188.3 |
Technical Services |
10.9 |
211.5 |
204.3 |
Spain |
11.6 |
7.8 |
5.2 |
Total |
642.5 |
397.8 |
|
Note:
1.
The 2025 goodwill allocation by CGU has been restated to reflect the changes in the year to the way in which the Group monitors CGUs for goodwill impairment purposes.
At 31 March 2025 and under the previous organisational structure, the goodwill was allocated as follows:
2025 |
||
Pre-tax |
Goodwill |
|
discount rate |
(as presented) |
|
% |
£m |
|
Business Services |
9.5 |
167.5 |
Technical Services |
9.5 |
144.1 |
Communities |
9.5 |
81.0 |
Spain |
10.2 |
5.2 |
Total |
397.8 |
|
Key assumptions
The recoverable amounts for each CGU are based on value-in-use, which is derived from discounted cash flow calculations. The key assumptions applied in
value-in-use calculations are those regarding forecast operating profits, growth rates and discount rates.
Strategic report
Governance
Financial statements
11. Goodwill continued
Mitie Group plc
187
Annual Report and Accounts 2026
Forecast operating profits
For all CGUs, the Group prepared cash flow projections derived from the most recent forecasts for the year ended 31 March 2027 and the Group’s
strategic plan to 31 March 2031. Forecast revenue and direct costs are based on past performance and expectations of future changes in the market,
operating model and cost base including the impact of inflation.
Growth rates and terminal values
Medium-term revenue growth rates applied to the value-in-use calculations of each CGU reflect management’s strategy for a period of five years.
Terminal values were determined using a long-term growth assumption of 2.0% (2025: 2.0%).
Discount rates
The pre-tax discount rates used to assess the forecast cash flows from CGUs are derived from the Group’s post-tax weighted average cost of capital,
which was 7.7% as at the time of the Group’s annual impairment review (2025: 7.1%). These rates are reviewed annually by external advisors and adjusted
for the risks specific to the business being assessed and the market in which the CGU operates. All CGUs have the same access to the Group’s treasury
functions and borrowing lines to fund their operations.
Sensitivity analysis
A sensitivity analysis has been performed and management has concluded that no reasonably foreseeable change in the key assumptions would result in an
Acquisition-related |
|||||
Customer |
Total |
Software and |
|||
contracts and |
acquisition- |
development |
|||
relationships |
Brands |
related |
expenditure |
Total |
|
£m |
£m |
£m |
£m |
£m |
|
Cost |
|||||
At 1 April 2024 |
309.0 |
2.3 |
311.3 |
99.7 |
411.0 |
Additions |
– |
– |
– |
8.9 |
8.9 |
Arising on business combinations |
14.7 |
0.2 |
14.9 |
– |
14.9 |
Disposals |
– |
(1.2) |
(1.2) |
(30.7) |
(31.9) |
At 31 March 2025 |
323.7 |
1.3 |
325.0 |
77.9 |
402.9 |
Additions |
– |
– |
– |
8.2 |
8.2 |
Arising on business combinations |
146.9 |
3.5 |
150.4 |
2.9 |
153.3 |
Disposals |
– |
– |
– |
(1.7) |
(1.7) |
At 31 March 2026 |
470.6 |
4.8 |
475.4 |
87.3 |
562.7 |
Amortisation and impairment |
|||||
At 1 April 2024 |
76.9 |
1.2 |
78.1 |
49.5 |
127.6 |
Charge for the year |
29.2 |
0.4 |
29.6 |
8.5 |
38.1 |
Disposals |
– |
(1.0) |
(1.0) |
(28.5) |
(29.5) |
At 31 March 2025 |
106.1 |
0.6 |
106.7 |
29.5 |
136.2 |
Charge for the year |
40.5 |
1.0 |
41.5 |
9.7 |
51.2 |
Disposals |
– |
– |
– |
(1.3) |
(1.3) |
Effect of movements in exchange rates |
– |
– |
– |
0.1 |
0.1 |
At 31 March 2026 |
146.6 |
1.6 |
148.2 |
38.0 |
186.2 |
Net book value |
|||||
At 31 March 2026 |
324.0 |
3.2 |
327.2 |
49.3 |
376.5 |
At 31 March 2025 |
217.6 |
0.7 |
218.3 |
48.4 |
266.7 |
Customer contracts and relationships and brands are amortised over their useful lives based on the period of time over which they are anticipated to
generate benefits, with an average remaining useful life of eight years (2025: eight years) and three years (2025: three years) respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
188
Annual Report and Accounts 2026
Property, plant and equipment comprise owned and leased assets.
2026 |
2025 |
|
£m |
£m |
|
Owned property, plant and equipment |
74.4 |
54.5 |
Right-of-use assets (Note 23) |
188.3 |
192.4 |
Total |
262.7 |
246.9 |
The table below relates to owned property, plant and equipment.
Buildings |
Plant and vehicles |
Total |
|
£m |
£m |
£m |
|
Cost |
|||
At 1 April 2024 |
10.0 |
74.2 |
84.2 |
Additions |
0.8 |
26.5 |
27.3 |
Disposals |
(0.3) |
(14.3) |
(14.6) |
Arising on business combinations |
0.4 |
1.2 |
1.6 |
Effect of movements in exchange rates |
– |
(0.5) |
(0.5) |
At 31 March 2025 |
10.9 |
87.1 |
98.0 |
Additions |
0.1 |
30.2 |
30.3 |
Disposals |
(6.4) |
(16.9) |
(23.3) |
Arising on business combinations |
2.1 |
6.7 |
8.8 |
Effect of movements in exchange rates |
– |
0.6 |
0.6 |
At 31 March 2026 |
6.7 |
107.7 |
114.4 |
Accumulated depreciation and impairment |
|||
At 1 April 2024 |
7.2 |
37.8 |
45.0 |
Charge for the year |
0.7 |
11.8 |
12.5 |
Disposals |
(0.2) |
(13.5) |
(13.7) |
Effect of movements in exchange rates |
– |
(0.3) |
(0.3) |
At 31 March 2025 |
7.7 |
35.8 |
43.5 |
Charge for the year |
1.2 |
16.7 |
17.9 |
Disposals |
(5.7) |
(16.2) |
(21.9) |
Effect of movements in exchange rates |
– |
0.5 |
0.5 |
At 31 March 2026 |
3.2 |
36.8 |
40.0 |
Net book value |
|||
At 31 March 2026 |
3.5 |
70.9 |
74.4 |
At 31 March 2025 |
3.2 |
51.3 |
54.5 |
Strategic report
Governance
Financial statements
Mitie Group plc
189
Annual Report and Accounts 2026
2026 |
2025 |
|
£m |
£m |
|
Trade receivables |
585.8 |
538.3 |
Accrued income |
394.3 |
339.3 |
Prepayments |
75.9 |
59.5 |
Other receivables |
45.9 |
51.3 |
Total |
1,101.9 |
988.4 |
Included in current assets |
1,082.2 |
967.9 |
Included in non-current assets |
19.7 |
20.5 |
Total |
1,101.9 |
988.4 |
Management considers that the carrying amount of trade and other receivables approximates their fair value.
Information about the Group’s exposure to credit risk and its loss allowance against the balance of trade receivables, accrued income and other receivables
2026 |
2025 |
|
£m |
£m |
|
Materials and total |
26.7 |
14.9 |
2026 |
2025 |
|
£m |
£m |
|
Trade payables |
282.1 |
205.0 |
Other taxes and social security |
217.6 |
202.1 |
Accruals |
566.9 |
557.2 |
Other payables |
72.9 |
70.5 |
Total |
1,139.5 |
1,034.8 |
Included in current liabilities |
1,128.8 |
1,012.6 |
Included in non-current liabilities |
10.7 |
22.2 |
Total |
1,139.5 |
1,034.8 |
The significant changes in deferred income are as follows:
2026 |
2025 |
|
£m |
£m |
|
At 1 April |
174.0 |
107.3 |
Revenue recognised that was included in the deferred income balance at the beginning of the year |
(136.6) |
(90.6) |
Increase due to cash received, excluding amounts recognised as revenue during the year |
126.5 |
152.5 |
Arising on business combinations (Note 27) |
5.9 |
4.8 |
At 31 March |
169.8 |
174.0 |
Included within current liabilities |
138.6 |
140.9 |
Included within non-current liabilities |
31.2 |
33.1 |
Total |
169.8 |
174.0 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
190
Annual Report and Accounts 2026
Contract- |
Onerous |
Insurance |
||||
specific costs |
contracts |
reserve |
Dilapidations |
Other |
Total |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
At 1 April 2025 |
33.0 |
10.0 |
27.3 |
10.4 |
3.4 |
84.1 |
Additional provisions |
4.8 |
13.0 |
13.3 |
0.6 |
2.2 |
33.9 |
Released to the consolidated income statement |
(1.3) |
(2.9) |
– |
(0.4) |
(0.2) |
(4.8) |
Arising on business combinations 1 |
– |
4.2 |
4.1 |
6.3 |
0.9 |
15.5 |
Utilised |
(10.0) |
(12.2) |
(14.3) |
(0.6) |
(1.7) |
(38.8) |
At 31 March 2026 |
26.5 |
12.1 |
30.4 |
16.3 |
4.6 |
89.9 |
Included in current liabilities |
11.7 |
7.2 |
10.7 |
3.8 |
3.5 |
36.9 |
Included in non-current liabilities |
14.8 |
4.9 |
19.7 |
12.5 |
1.1 |
53.0 |
Total |
26.5 |
12.1 |
30.4 |
16.3 |
4.6 |
89.9 |
Note:
1.
Onerous contract provisions arising on business combinations relate to the prior year acquisition of ESM Power Limited. The insurance reserve, dilapidations provisions and other
provisions arising on business combinations relate to the acquisition of Marlowe and Forest Group. See Note 27.
Contract-specific costs
Contract-specific costs provisions have been recognised primarily to cover remedial and rectification costs required to meet clients’ contract terms, and
include a £10.8m (2025: £10.8m) provision relating to a liability risk on a certain contract which is subject to dispute (see Note 2), and £3.8m (2025: £5.3m)
for rectification works on a certain contract. The value of these provisions reflects the single most likely outcome and is expected to be utilised over a
maximum period of seven years. In the year ended 31 March 2026, a settlement has been reached on a certain contract resulting in a provision utilisation
of £4.7m (2025: Contract-specific provision £4.7m), with a further £3.5m utilised on rectification works on another contract. The remaining provisions
relate to other potential commercial claims and rectification work for other contracts.
Onerous contracts
Onerous contracts include provisions for certain long-term Private Finance Initiative, and other contracts. Due to the long-term nature of Private Finance
Initiative contracts, it is expected that these provisions will be utilised over a weighted average period of six years. During the year ended 31 March 2026,
an onerous contract provision held for a certain contract was increased by £10.1m, where the contract has ended following the year end and will not
be renewed.
Insurance reserve
The Group retains a portion of the exposure in relation to insurance policies for employer liabilities and motor and fleet liabilities. The provision includes
claims incurred but not yet reported and is based on information available at the consolidated statement of financial position date using advice from third-
party actuarial experts. The provision is expected to be utilised over five years.
The insurance reserve of £30.4m is presented gross of an insurer reimbursement asset of £3.4m (2025: £4.2m), which represents the amount the Group
is virtually certain to recover for claims under its insurance policies. Of this other receivable, £2.2m (2025: £2.7m) is presented as non-current.
Dilapidations
The provision for dilapidations relates to the legal obligation for leased properties to be returned to the landlord in the contracted condition at the end
of the lease period. This cost would include repairs of any damage and wear and tear and is expected to be utilised in the next nine years as properties
Strategic report
Governance
Financial statements
Mitie Group plc
191
Annual Report and Accounts 2026
The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon:
Accelerated |
Retirement |
Intangible |
Short-term |
||||
capital |
benefit |
assets |
Share |
timing |
|||
Losses |
allowances |
liabilities |
acquired |
options |
differences |
Total 1 |
|
Assets/(liabilities) |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
At 1 April 2024 |
30.8 |
7.6 |
1.2 |
(58.2) |
16.6 |
9.9 |
7.9 |
Arising on business combinations |
0.1 |
(0.1) |
– |
(3.7) |
– |
– |
(3.7) |
(Charge)/credit to consolidated income statement |
(16.8) |
(4.6) |
(1.3) |
7.3 |
(0.4) |
(0.8) |
(16.6) |
Charge to equity and other comprehensive income |
– |
– |
(3.4) |
– |
(2.1) |
– |
(5.5) |
At 31 March 2025 |
14.1 |
2.9 |
(3.5) |
(54.6) |
14.1 |
9.1 |
(17.9) |
Arising on business combinations |
3.6 |
(1.1) |
– |
(37.6) |
– |
0.2 |
(34.9) |
(Charge)/credit to consolidated income statement |
(12.9) |
1.0 |
2.4 |
10.4 |
1.9 |
(1.6) |
1.2 |
(Charge)/credit to equity and other comprehensive income |
– |
– |
(3.3) |
– |
3.9 |
– |
0.6 |
At 31 March 2026 |
4.8 |
2.8 |
(4.4) |
(81.8) |
19.9 |
7.7 |
(51.0) |
Note:
1.
Deferred tax liabilities of £86.2m are offset against deferred tax assets of £35.2m (2025: Deferred tax liabilities of £58.1m were offset against deferred tax assets of £40.2m) as they
relate to income taxes levied by the same tax authorities, and the Group has the right to and intends to settle its current tax assets and liabilities on a net basis.
Deferred tax assets have been recognised in respect of all temporary differences where it is probable that these assets will be recovered.
The majority of the Group’s deferred tax assets and liabilities are expected to be recovered over more than one year.
The Group has unutilised income tax losses of £52.0m (2025: £88.7m) that are available for offset against future profits. A deferred tax asset has been
recognised in respect of £19.2m (2025: £56.5m) of these losses to the extent that it is probable that taxable profits will be generated in the future and be
available for utilisation. When considering the recoverability of deferred tax assets, the taxable profit forecasts are based on the same information used to
support the going concern and goodwill assessments. See Note 1 for more information on these forecasts and the methodology applied.
No deferred tax asset has been recognised in respect of losses of £17.6m (2025: £17.0m), and disallowed interest under the UK corporate interest
restriction rules of £15.2m (2025: £15.2m) because recoverability is uncertain. All amounts may be carried forward indefinitely. Deferred tax has been
2026 |
2025 |
|
£m |
£m |
|
Cash and cash equivalents |
108.9 |
180.4 |
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less. The Group
operates cash-pooling arrangements with certain banks for cash management purposes. There were no gross overdraft balances at 31 March 2026
(2025: no gross overdrafts).
2026 |
2025 |
|
£m |
£m |
|
Private placement notes |
360.0 |
180.0 |
Lease liabilities (Note 23) |
195.5 |
197.5 |
Loan arrangement fees |
(2.1) |
(2.4) |
Total |
553.4 |
375.1 |
Included in current liabilities |
62.5 |
52.2 |
Included in non-current liabilities |
490.9 |
322.9 |
Total |
553.4 |
375.1 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
21. Financing liabilities continued
Mitie Group plc
192
Annual Report and Accounts 2026
US Private Placement (USPP) notes
Previously, in December 2022, the Group issued £120m of USPP notes, which are split equally between 8, 10 and 12 year maturities, and were issued with
an average interest rate of 2.94%.
Subsequently, in October 2024, the Group additionally entered into a three-year uncommitted USPP shelf facility with initial capacity of approximately
£320m, which was increased to approximately £360m in March 2026. At 31 March 2026, undrawn capacity under the facility was approximately £120m
(31 March 2025: £260m at constant currency to 31 March 2026), available for drawdown until October 2027.
In December 2024, the Group issued £60m of new USPP notes under the shelf facility, replacing an existing £30m note that matured in the same month.
These notes have a seven year maturity and carry an interest rate of 5.71%.
To facilitate the acquisition of Marlowe, the Group secured a £240m bridge facility during the year ended 31 March 2026. The facility was scheduled
to mature in June 2026, with an option to extend to June 2027. In October 2025, £60m of the facility was repaid, with the remaining £180m refinanced
through a drawdown under the Group’s USPP shelf facility on 12 November 2025. The new USPP notes have maturities ranging from three to seven
years and carry a weighted average fixed interest rate of 5.44%.
The USPP notes issued by the Group are unsecured and rank pari passu with other senior unsecured indebtedness of the Group. The amount, maturity
and interest terms of these USPP notes as at 31 March 2026 are shown below.
Tranche |
Maturity date |
Amount |
Interest terms |
3 year |
12 November 2028 |
£50.0m |
£ fixed at 5.27% |
5 year |
12 November 2030 |
£65.0m |
£ fixed at 5.38% |
8 year |
16 December 2030 |
£40.0m |
£ fixed at 2.84% |
7 year |
22 December 2031 |
£60.0m |
£ fixed at 5.71% |
7 year |
12 November 2032 |
£65.0m |
£ fixed at 5.63% |
10 year |
16 December 2032 |
£40.0m |
£ fixed at 2.97% |
12 year |
16 December 2034 |
£40.0m |
£ fixed at 3.00% |
Revolving Credit Facility (RCF)
The Group has an RCF of £250m with a maturity date of October 2028. During the year ended 31 March 2026, the RCF was utilised for short-term
borrowings, with the average borrowing amounting to £22.5m (2025: £22.6m) over an average period of 13 days (2025: 10 days). Amounts drawn down
during the year accumulated to £810m (2025: £812m) with equal amounts repaid in 2026 and 2025. There were no amounts outstanding at 31 March 2026
(2025: no amounts outstanding).
At the acquisition date, Marlowe had an outstanding balance on its revolving credit facility of £9.0m which was subsequently repaid by the Group.
Following the repayment the facility was closed.
As at 31 March 2026, the Group had available £250m (2025: £250m) of undrawn committed borrowing facilities in respect of the RCF to which all
conditions precedent had been met.
Compliance with covenants
The RCF, bridge facility, and USPP notes are unsecured but have financial and non-financial covenants and obligations commonly associated with these
arrangements. The two key financial covenant ratios are leverage and interest cover, measured biannually on a rolling 12-month basis at 31 March and
30 September as follows:
• Leverage – ratio of ‘consolidated total net borrowings’ to ‘adjusted consolidated EBITDA’) shall not exceed 3.0x
• Interest cover – ratio of ‘consolidated EBITDA’ to ‘consolidated net finance costs’, shall not be lower than 4.0x
Covenant ratios are measured after adjustments for IFRS 16 primarily excluding lease liabilities from net debt and the inclusion of a charge equivalent to
lease payments against EBITDA. The Group was compliant with these covenants as at 31 March 2026, with leverage of 0.82x (2025: 0.04x) and interest
cover of 17.8x (2025: 38.7x), and therefore all amounts are classified in line with repayment dates.
On 18 July 2025, Morningstar DBRS confirmed that Mitie’s BBB investment grade credit rating remains unchanged.
The weighted average interest rates paid during the year were as follows:
2026 |
2025 |
|
% |
% |
|
Bank loans |
5.7 |
6.7 |
Private placement notes |
4.3 |
3.4 |
Strategic report
Governance
Financial statements
Mitie Group plc
193
Annual Report and Accounts 2026
The Group’s principal financial assets are cash and cash equivalents, trade receivables, accrued income and other receivables. The Group’s principal financial
liabilities are financing liabilities, trade payables, other payables and accruals.
Details of the material accounting policies for each class of financial asset and financial liability are disclosed in Note 1.
The vast majority of financial instruments are held at amortised cost. The classification of the fair value measurement falls into three levels, based on the
degree to which the fair value is observable. The levels are as follows:
• Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities
• Level 2 fair value measurements are those derived from other observable inputs for the asset or liability
• Level 3 fair value measurements are those derived from valuation techniques using inputs that are not based on observable market data
There have been no transfers between levels in the year.
The Group held the following financial instruments at 31 March:
2026 |
2025 |
|
£m |
£m |
|
Held at amortised cost |
||
Cash and cash equivalents (Note 20) |
108.9 |
180.4 |
Trade receivables (Note 14) |
585.8 |
538.3 |
Accrued income (Note 14) |
394.3 |
339.3 |
Other receivables (Note 14) |
45.0 |
50.4 |
Financing liabilities (Note 21) |
(553.4) |
(377.5) |
Trade payables (Note 16) |
(282.1) |
(205.0) |
Other payables (Note 16) |
(70.0) |
(69.7) |
Accruals (Note 16) |
(566.9) |
(557.2) |
Held at fair value through profit and loss |
||
Other payables (Note 16) 1 |
(2.9) |
(0.8) |
Held at fair value through other comprehensive income |
||
Other receivables (Note 14) 2 |
0.9 |
0.9 |
Notes:
1.
Other payables measured at fair value of £2.9m (2025: £0.8m) represent management’s best estimate of contingent consideration payable for acquisitions which are level 3 within the
fair value hierarchy (see Note 27).
The Group’s treasury department monitors and manages the financial risks relating to the operations of the Group. These risks include those arising
from interest rates, foreign currencies, liquidity, credit and capital management. The Group seeks to minimise the effects of these risks by using effective
control measures and, where appropriate, derivative financial instruments to hedge certain risk exposures. The use of financial derivatives is governed
by Group policies and reviewed regularly. Group policy is to not trade in financial instruments. The risk management policies remain unchanged from the
previous year.
The Group’s activities expose it to the financial risks of interest rates. The Group’s treasury function reviews its risk management strategy on a regular
basis and will, as appropriate, enter into derivative financial instruments in order to manage interest rate risk.
Interest rate sensitivity
The Group’s interest rate sensitivity has been determined based on the exposure to interest rates on cash balances net of financing liabilities (excluding
lease liabilities) at the consolidated statement of financial position date. All financial liabilities, other than financing liabilities, are interest free.
If underlying interest rates had been 0.5% higher for cash held on deposit and financing liabilities (excluding lease liabilities) at variable rates and all other
variables were held constant, there would be a £1.2m increase in the Group’s net finance costs for the year ended 31 March 2026 (2025: £nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
22. Financial instruments continued
Mitie Group plc
194
Annual Report and Accounts 2026
Foreign currency risk
The Group has limited exposure to transactional foreign currency risk from trading transactions in currencies other than the functional currency of
individual Group entities, and to translational foreign currency risk from the translation of its foreign operations. The transactional foreign exchange
exposure for the Group is immaterial. The Group considers the need to hedge its exposures and, as appropriate, will enter into forward foreign exchange
contracts to mitigate any risks, if required.
The Group monitors its liquidity risk using a cash flow projection model which considers the maturity of the Group’s assets and liabilities and the projected
cash flows from operations. Bank loans under committed facilities, which allow for appropriate headroom in the Group’s daily cash movements, are then
arranged. Details of the Group’s bank facilities can be found in Note 21.
The tables below summarise the maturity profile (including both undiscounted interest and principal cash flows) of the Group’s financial liabilities:
Within |
Between one |
After |
||
one year |
and five years |
five years |
Total |
|
Financial liabilities at 31 March 2026 |
£m |
£m |
£m |
£m |
Trade payables |
282.1 |
– |
– |
282.1 |
Other payables |
62.2 |
10.7 |
– |
72.9 |
Accruals |
566.9 |
– |
– |
566.9 |
Financing liabilities |
89.2 |
353.3 |
225.3 |
667.8 |
Financial liabilities |
1,000.4 |
364.0 |
225.3 |
1,589.7 |
Within |
Between one |
After |
||
one year |
and five years |
five years |
Total |
|
Financial liabilities at 31 March 2025 |
£m |
£m |
£m |
£m |
Trade payables |
205.0 |
– |
– |
205.0 |
Other payables |
48.3 |
22.2 |
– |
70.5 |
Accruals |
557.2 |
– |
– |
557.2 |
Financing liabilities |
71.1 |
177.8 |
207.5 |
456.4 |
Financial liabilities |
881.6 |
200.0 |
207.5 |
1,289.1 |
The Group’s credit risk is monitored on an ongoing basis and formally reported quarterly. The value of business placed with financial institutions is
reviewed on a daily basis. The Group’s credit risk on liquid funds and derivative financial instruments is limited because the external counterparties are
banks with high credit ratings assigned by international credit rating agencies and are managed through regular review. The maximum exposure to credit
risk on cash and cash equivalents at the consolidated statement of financial position date is £108.9m (2025: £180.4m).
The Group’s credit risk is primarily attributable to its receivable balances from customers. Before accepting a new customer, the Group uses external
credit scoring systems to assess the potential customer’s credit quality and define an appropriate credit limit, which is reviewed regularly.
The maximum exposure to credit risk in relation to trade receivables and accrued income at the consolidated statement of financial position date is the fair
value of trade receivables and accrued income. The Group’s customer base is large and unrelated and, accordingly, the Group does not have a significant
concentration of credit risk with any one counterparty.
receivables balances are presented net of loss allowances. The Group performs an impairment analysis at each reporting date and measures loss
allowances on receivable balances with customers at an amount equal to lifetime expected credit losses (ECLs) using both quantitative and qualitative
information and analysis based on the Group’s historical experience, and forward-looking information.
Other receivables are also subject to the impairment requirements of IFRS 9 and the loss allowance is measured using those losses expected to arise in the
12 months subsequent to the consolidated statement of financial position date. At 31 March 2026, a loss allowance of £1.9m (2025: £3.0m) was recognised
in respect of other receivables.
Strategic report
Governance
Financial statements
22. Financial instruments continued
Mitie Group plc
195
Annual Report and Accounts 2026
The following tables provide information about the Group’s exposure to credit risk and ECLs against customer balances:
| 2026 |
2025 |
|||||
Gross carrying |
Loss |
Net carrying |
Gross carrying |
Loss |
Net carrying |
|
amount |
allowance |
amount |
amount |
allowance |
amount |
|
Trade receivables |
£m |
£m |
£m |
£m |
£m |
£m |
Current (not overdue) |
539.1 |
(0.7) |
538.4 |
492.2 |
(0.8) |
491.4 |
1–30 days overdue |
29.8 |
(0.1) |
29.7 |
35.8 |
(0.1) |
35.7 |
31–60 days overdue |
5.4 |
(0.1) |
5.3 |
7.1 |
(0.1) |
7.0 |
61–90 days overdue |
4.6 |
(0.2) |
4.4 |
1.9 |
(0.5) |
1.4 |
More than 90 days overdue |
14.0 |
(6.0) |
8.0 |
11.2 |
(8.4) |
2.8 |
Total |
592.9 |
(7.1) |
585.8 |
548.2 |
(9.9) |
538.3 |
| 2026 |
2025 |
|||||
Gross carrying |
Loss |
Net carrying |
Gross carrying |
Loss |
Net carrying |
|
amount |
allowance |
amount |
amount |
allowance |
amount |
|
Accrued income 1 |
£m |
£m |
£m |
£m |
£m |
£m |
1–30 days |
317.6 |
(0.4) |
317.2 |
261.6 |
(0.8) |
260.8 |
31–60 days |
32.2 |
(0.1) |
32.1 |
27.8 |
(0.1) |
27.7 |
61–90 days |
15.0 |
(0.1) |
14.9 |
16.7 |
(0.1) |
16.6 |
More than 90 days |
43.3 |
(13.2) |
30.1 |
46.5 |
(12.3) |
34.2 |
Total |
408.1 |
(13.8) |
394.3 |
352.6 |
(13.3) |
339.3 |
Note:
1.
Accrued income is aged from the date of recognition.
The following table provides the movement in the allowance for impairment in respect of trade receivables, accrued income and other receivables:
| 2026 |
2025 |
|||||||
Trade |
Accrued |
Other |
Trade |
Accrued |
Other |
|||
receivables |
income |
receivables |
Total |
receivables |
income |
receivables |
Total |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
At 1 April |
9.9 |
13.3 |
3.0 |
26.2 |
10.3 |
14.1 |
8.6 |
33.0 |
Net (reversal) of impairment losses/impairment |
(1.9) |
0.5 |
0.9 |
(0.5) |
1.9 |
(0.8) |
(0.1) |
1.0 |
Utilised |
(0.9) |
– |
(2.0) |
(2.9) |
(2.3) |
– |
(5.5) |
(7.8) |
At 31 March |
7.1 |
13.8 |
1.9 |
22.8 |
9.9 |
13.3 |
3.0 |
26.2 |
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders
through the optimisation of debt and equity. The capital structure of the Group consists of net debt per Note 24 and equity per the consolidated
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
196
Annual Report and Accounts 2026
Plant and |
|||
Properties |
vehicles |
Total |
|
Right-of-use assets |
£m |
£m |
£m |
At 1 April 2024 |
35.2 |
130.3 |
165.5 |
Additions |
5.7 |
72.0 |
77.7 |
Arising on business combinations |
0.6 |
0.7 |
1.3 |
Modifications to lease terms and disposals |
1.3 |
2.2 |
3.5 |
Depreciation |
(8.1) |
(47.3) |
(55.4) |
Effect of movement in exchange rates |
– |
(0.2) |
(0.2) |
At 31 March 2025 |
34.7 |
157.7 |
192.4 |
Additions |
4.9 |
30.1 |
35.0 |
Arising on business combinations (Note 27) |
6.4 |
20.8 |
27.2 |
Modifications to lease terms and disposals |
0.3 |
2.8 |
3.1 |
Impairments |
(1.9) |
– |
(1.9) |
Depreciation |
(10.1) |
(57.8) |
(67.9) |
Effect of movement in exchange rates |
– |
0.4 |
0.4 |
At 31 March 2026 |
34.3 |
154.0 |
188.3 |
2026 |
2025 |
|
Lease liabilities |
£m |
£m |
At 1 April |
197.5 |
174.0 |
Additions |
34.6 |
77.1 |
Arising on business combinations |
27.2 |
1.2 |
Modifications to lease terms and disposals |
3.2 |
1.5 |
Interest expense related to lease liabilities |
10.2 |
8.7 |
Repayment of lease liabilities (including interest) |
(77.7) |
(64.8) |
Effect of movement in exchange rates |
0.5 |
(0.2) |
At 31 March |
195.5 |
197.5 |
Included in current financing liabilities |
63.1 |
52.8 |
Included in non-current financing liabilities |
132.4 |
144.7 |
Total |
195.5 |
197.5 |
2026 |
2025 |
|
Maturity analysis – contractual undiscounted cash flows |
£m |
£m |
Less than one year |
70.7 |
62.4 |
One to five years |
136.9 |
145.6 |
More than five years |
7.6 |
13.4 |
Total undiscounted lease liabilities |
215.2 |
221.4 |
2026 |
2025 |
|
Amounts recognised in the consolidated income statement |
£m |
£m |
Depreciation of right-of-use assets |
(67.9) |
(55.4) |
Short-term lease expense |
(1.2) |
(0.6) |
Operating profit impact |
(69.1) |
(56.0) |
Interest on lease liabilities |
(10.2) |
(8.7) |
Profit before tax impact |
(79.3) |
(64.7) |
Strategic report
Governance
Financial statements
23. Leases continued
Mitie Group plc
197
Annual Report and Accounts 2026
2026 |
2025 |
|
Amounts recognised in the consolidated statement of cash flows |
£m |
£m |
Capital element of lease rental payments (financing cash flow) |
67.5 |
56.1 |
Interest payments (operating cash flow) |
10.2 |
8.7 |
Total cash outflow for capitalised leases |
77.7 |
64.8 |
As set out in the Task Force on Climate-related Financial Disclosures, the Group continues to replace fossil fuel vehicles with electric vehicles in response to
climate change. While the fleet utilising fossil fuels will be phased out, existing vehicle leases are generally held for the full lease term. There is therefore no
2026 |
2025 |
|
£m |
£m |
|
Cash and cash equivalents (Note 20) |
108.9 |
180.4 |
Adjusted for: restricted cash (Note 20) |
(5.7) |
(4.3) |
Private placement notes (Note 21) |
(360.0) |
(180.0) |
Loan arrangement fees (Note 21) |
2.1 |
2.4 |
Net debt before lease obligations |
(254.7) |
(1.5) |
Lease liabilities (Note 23) |
(195.5) |
(197.5) |
Net debt |
(450.2) |
(199.0) |
2026 |
2025 |
|
Reconciliation of net cash flow to movements in net debt |
£m |
£m |
Net decrease in cash and cash equivalents |
(71.8) |
(64.2) |
Increase in restricted cash |
(1.4) |
(0.1) |
Net decrease in unrestricted cash and cash equivalents |
(73.2) |
(64.3) |
Cash drivers |
||
Proceeds from new private placement notes |
(180.0) |
(60.0) |
Private placement notes repaid |
– |
30.0 |
Proceeds from bridge loan facility |
(240.0) |
– |
Repayment of bridge loan facility and other bank loans |
249.0 |
0.4 |
Payment of arrangement fees |
1.1 |
0.6 |
Capital element of lease rentals |
67.5 |
56.1 |
Non-cash drivers |
||
Non-cash movement associated with bank loans |
(1.3) |
(0.6) |
Non-cash movement associated with private placement notes |
(0.1) |
(0.1) |
Non-cash movement in lease liabilities |
(38.3) |
(79.6) |
Effect of foreign exchange rate changes |
0.3 |
(0.3) |
Debt acquired as part of business combinations |
(36.2) |
(0.4) |
Increase in net debt during the year |
(251.2) |
(118.2) |
Opening net debt |
(199.0) |
(80.8) |
Closing net debt |
(450.2) |
(199.0) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
198
Annual Report and Accounts 2026
Ordinary shares |
Share capital |
Share premium |
||||
2026 |
2025 |
|||||
Number |
Number |
2026 |
2025 |
2026 |
2025 |
|
million |
million |
£m |
£m |
£m |
£m |
|
At 1 April |
1,261.5 |
1,340.4 |
31.3 |
33.3 |
132.0 |
132.0 |
Issue of shares |
86.6 |
– |
2.2 |
– |
– |
– |
Shares cancelled |
(32.9) |
(78.9) |
(0.8) |
(2.0) |
– |
– |
At 31 March |
1,315.2 |
1,261.5 |
32.7 |
31.3 |
132.0 |
132.0 |
Each allotted and fully paid ordinary share of 2.5p is a voting share in the capital of the Company, is entitled to participate in the profits of the Company, and on
a winding-up is entitled to participate in the assets of the Company. The Company has one class of ordinary shares, which carries no right to fixed income.
Share premium represents the premium arising on the issue of equity shares.
As part of the consideration for the acquisition of Marlowe Limited (formerly Marlowe plc), 86.6 million shares were issued with a premium of £121.1m
arising. This share issue qualified for merger relief under Section 612 of the Companies Act 2006, such that the premium was credited to the merger
reserve, as it was not required to be credited to the share premium account (see merger reserve in Note 26).
The Company purchased 37.9 million (2025: 89.0 million) shares at an average price of 164p exclusive of associated fees and stamp duty (2025: 116p) under
share buyback programmes, of which 5.0 million (2025: 10.1 million) were bought into treasury and 32.9m (2025: 78.9m) were cancelled. The consideration
of £54.6m (2025: £91.5m) for the cancelled shares, together with associated fees and stamp duty of £0.6m (2025: £1.0m), utilised £55.2m (2025: £92.5m)
of the Company’s distributable profits. The cancellation of these shares led to a reduction of £0.8m (2025: £2.0m) in the issued share capital and a
corresponding increase in the capital redemption reserve (see capital redemption reserve in Note 26). While the share buyback programme was ongoing
Merger reserve
The merger reserve of £278.1m (2025: £157.0m) represents amounts relating to premiums arising on shares issued subject to the provisions of Section
612 of the Companies Act 2006. As part of the consideration for the acquisition of Marlowe, 86.6m shares were issued with a premium of £121.1m arising
(see Notes 25 and 27). These share issues qualified for merger relief under Section 612 of the Companies Act 2006, such that the total premium arising of
£121.1m has been credited to the merger reserve in the year ended 31 March 2026.
The own shares reserve of £71.4m (2025: £65.1m) represents the cost of ordinary shares in Mitie Group plc held for the purposes of the share schemes.
The Group uses shares held in the Employee Benefit Trust (EBT) to satisfy conditional awards under the Group’s Long Term Incentive Plan (LTIP),
Conditional Share Plan (CSP), Enhanced Delivery Plan (EDP), Retention Share Plan (RSP) and Deferred Bonus Plan (DBP) share schemes, and shares held
in the Share Incentive Plan (SIP) Trust to provide free shares and matching shares under the SIP scheme. Treasury shares are used to satisfy share options
under the Group’s Save as You Earn (SAYE) share schemes. Details of the movements in the own shares reserve are set out below:
| Number of shares (million) |
Cost of shares (£m) |
|||||||
EBT |
Treasury |
SIP Trust |
Total |
EBT |
Treasury |
SIP Trust |
Total |
|
At 1 April 2025 |
34.7 |
4.5 |
20.1 |
59.3 |
39.1 |
5.3 |
20.7 |
65.1 |
Share purchases |
20.3 |
5.0 |
1.1 |
26.4 |
27.5 |
7.7 |
1.6 |
36.8 |
Transfers |
(8.5) |
– |
8.5 |
– |
(9.2) |
– |
9.2 |
– |
Distributions for exercises |
(14.0) |
(7.4) |
(4.3) |
(25.7) |
(15.2) |
(10.9) |
(4.4) |
(30.5) |
At 31 March 2026 |
32.5 |
2.1 |
25.4 |
60.0 |
42.2 |
2.1 |
27.1 |
71.4 |
Share-based payments reserve
The share-based payments reserve of £50.6m (2025: £40.4m) represents credits in respect of the expense recognised during the vesting period for
unexercised awards under the Group’s equity-settled share schemes (see Note 28). During the year, the share-based payments reserve increased by
£10.2m, and a movement table is set out below:
£m |
|
At 1 April 2025 |
40.4 |
Share-based payments expense |
22.9 |
Exercises |
(12.7) |
At 31 March 2026 |
50.6 |
Exercises of £12.7m represents the fair value of the awards exercised by employees in the year, based on the date the share schemes were granted. The
net cost of these shares in the own shares reserve equated to £26.2m (being £30.5m cost of shares, offset by £4.3m of cash received from SAYE scheme
exercises). The exercises therefore generated a loss of £13.5m that has been recognised in retained earnings. In addition, a charge of £1.6m with respect to
dividend equivalents has been recognised in retained earnings, resulting in a total charge with respect to share-based payments (excluding tax) of £15.1m.
Strategic report
Governance
Financial statements
26. Reserves continued
Mitie Group plc
199
Annual Report and Accounts 2026
Share-based payments movement in equity
The total movement in equity as a result of share-based payment related transactions is set out below.
2026 |
2025 |
|
£m |
£m |
|
Share-based payment expense (Note 28) |
22.9 |
15.5 |
Cash received from the exercise of SAYE scheme options |
4.3 |
4.7 |
Dividend equivalents (Note 28) |
(1.6) |
(1.4) |
At 31 March |
25.6 |
18.8 |
Capital redemption reserve
The capital redemption reserve equates to £6.1m (2025: £5.3m). The increase of £0.8m relates to the cancellation of the shares bought back by the
Company in the year. See Note 25.
Translation reserve
The translation reserve equates to £1.7m (2025: £2.8m) and includes balances arising on translation of the Group’s foreign operations to which the
Current year acquisitions
Marlowe Limited, formerly Marlowe plc (Marlowe)
On 4 August 2025, the Group completed the acquisition of the entire issued share capital of Marlowe for a total transaction consideration of £351.5m.
This comprised a cash payment of £228.2m, and the issuance of 86.6 million ordinary shares valued at £123.3m. Marlowe is a leading provider of Testing,
Inspection & Certification (TIC) services in the UK and has been integrated into the Group’s Business Services division. The acquisition of Marlowe will
enhance Mitie’s existing TIC business, allowing it to become a leading Facilities Compliance provider across each of the key subsectors of TIC.
The goodwill is attributable to the operations and workforce of Marlowe and the Group-specific synergies, including cross-selling and operational
efficiencies expected to be achieved from integrating Marlowe into the Group’s existing TIC business.
Seguridad Profesional Mediterranea and Serveis Puntuals i Manteniment (together, SPM)
On 30 September 2025, the Group acquired the trade and assets of SPM for total cash consideration of £4.3m, of which £1.7m is deferred at 31 March
2026 and payable over three years. SPM is based in Barcelona and provides security services, specialising in surveillance and ancillary services. The
acquisition expands the Group’s security capabilities in Spain and SPM has been integrated into the Group’s Business Services division.
Goodwill arising on the acquisition represents the value attributed to the acquired, mobilised workforce and the anticipated enhancement of the Group’s
service offering in the Spanish market.
Forest Group Holdings Limited and its subsidiaries, Forest U.K. Limited and GB Refrigeration Limited (together, Forest Group)
On 19 November 2025, the Group acquired 100% of the issued share capital of Forest Group for a cash consideration of £5.0m. Forest Group is a UK-
based, engineering-led refrigeration services business. The acquisition strengthens the Group’s self-delivery capabilities within the retail sector and Forest
Group has been integrated into the Group’s Technical Services division.
Amounts of up to £2.5m payable to the former owners of Forest Group have been accounted for as remuneration for post-acquisition employment
services, as entitlement to these payments is conditional upon the continued employment of the former owners within the Group. The amounts are
payable based on performance over three periods ending 31 March 2026, 31 March 2027 and 31 March 2028, subject to an aggregate maximum of £2.5m.
Where relevant conditions are met, these amounts are recognised as an expense over the period in which the related services are received, up to the
point at which the payments become payable.
Goodwill arising on the acquisition reflects the expected benefits from the acquired operations and workforce, which are anticipated to enhance the
Group’s self-delivery and capabilities within the retail sector.
El-Team Vest A/S (ETV)
On 31 March 2026, the Group acquired 100% of the issued share capital of ETV, for a total transaction consideration of £12.7m, of which £2.3m is
deferred and payable over the following three years contingent on post-acquisition performance. ETV is a Danish electrical contracting and installation
business. The acquisition enhances the Group’s self-delivery capabilities in fire, security and electrical works within one of Europe’s fastest-growing data
centre markets and will be integrated into the Group’s Business Services division.
Amounts of up to £2.0m payable to the former owner of ETV have been accounted for as remuneration for post-acquisition employment services, as
entitlement to these payments is conditional upon the continued employment of the former owners within the Group. The amounts are payable based on
the sellers’ continued employment over three periods ending 31 December 2026, 31 December 2027 and 31 December 2028. Where relevant conditions
are met, these amounts are recognised as an expense over the period in which the related services are received, up to the point at which the payments
become payable.
Goodwill arising on the acquisition represents the expected future benefits from the acquired operations and workforce, which are anticipated to enhance
and support the Group’s self-delivery capabilities and its fire, security and electrical offerings across the Nordic regions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
27. Acquisitions continued
Mitie Group plc
200
Annual Report and Accounts 2026
ABC Elektro AS (ABC)
On 31 March 2026, the Group acquired 100% of the issued share capital of ABC, for a total cash consideration of £0.6m, of which £0.1m is payable on
finalisation of the completion accounts process. ABC is a Norwegian electrical installation business. The acquisition enhances the Group’s self-delivery
capabilities in fire, security and electrical works within the Nordic region and will be integrated into the Group’s Business Services division.
Amounts of up to £0.4m payable to the former owners of ABC have been accounted for as remuneration for post-acquisition employment services, as
entitlement to these payments is conditional upon the continued employment of the former owners within the Group. The amounts are payable based
on the sellers’ continued employment over two periods ending 31 December 2027 and 31 December 2028. Where relevant conditions are met, these
amounts are recognised as an expense over the period in which the related services are received, up to the point at which the payments become payable.
Goodwill arising on the acquisition represents the expected future benefits from the acquired operations and workforce, which are anticipated to enhance
the Group’s fire, security and electrical offerings across the Nordic regions.
Revenue and operating profit from acquisitions
The acquired entities contributed the following amounts of revenue and operating profit before Other items to the Group’s results during the year ended
31 March 2026:
Marlowe | SPM | Forest Group | Total 1 | |
£m | £m | £m | £m | |
Revenue | 207.9 | 4.5 | 2.4 | 214.8 |
Operating profit before Other items | 16.5 | 0.3 | 0.1 | 16.9 |
Note:
1.
As ETV and ABC were acquired on 31 March 2026, these acquisitions did not contribute to revenue or operating profit before Other items for the year ended 31 March 2026.
Based on estimates made of the full-year impact if all acquisitions had been completed on 1 April 2025, revenue for the year would have increased by
approximately £131.5m, and operating profit before Other items would have increased by £9.3m, resulting in total revenue of £5,750.1m and total Group
operating profit before Other items of £273.4m. Profit after tax would have increased by £5.3m, resulting in total Group profit after tax of £95.6m.
Fair value of assets and liabilities
The Group’s assessments of the fair values of the assets and liabilities recognised as a result of the acquisitions are provisional. The purchase price allocation,
including the valuation of identifiable intangible assets arising on acquisition, will be finalised within 12 months of the acquisition date. The provisional
purchase price allocation is as follows:
Marlowe | SPM | Forest Group | ETV | ABC | Total | |
£m | £m | £m | £m | £m | £m | |
Customer relationships and contracts | 143.0 | 2.3 | 1.6 | – | – | 146.9 |
Brand | 3.5 | – | – | – | – | 3.5 |
Other intangible assets | 2.9 | – | – | – | – | 2.9 |
Property, plant and equipment (owned) | 8.7 | – | 0.1 | – | – | 8.8 |
Right-of-use assets | 26.3 | – | 0.3 | 0.6 | – | 27.2 |
Trade and other receivables | 68.1 | – | 1.3 | 1.3 | 0.2 | 70.9 |
Inventories | 10.8 | – | 0.3 | 0.1 | 0.2 | 11.4 |
Cash and cash equivalents | 8.8 | – | 0.8 | 2.8 | – | 12.4 |
Current tax asset/(liabilities) | 2.8 | – | (0.2) | – | – | 2.6 |
Trade and other payables | (62.5) | – | (1.1) | (1.0) | (0.3) | (64.9) |
Deferred Income | (4.2) | – | – | – | – | (4.2) |
Lease liabilities | (26.3) | – | (0.3) | (0.6) | – | (27.2) |
Financing liabilities | (9.0) | – | – | – | – | (9.0) |
Provisions | (11.2) | – | (0.1) | – | – | (11.3) |
Deferred tax liabilities | (34.0) | (0.6) | (0.5) | (0.3) | – | (35.4) |
Net identifiable assets acquired | 127.7 | 1.7 | 2.2 | 2.9 | 0.1 | 134.6 |
Goodwill | 223.8 | 2.6 | 2.8 | 9.8 | 0.5 | 239.5 |
Total consideration | 351.5 | 4.3 | 5.0 | 12.7 | 0.6 | 374.1 |
Cash consideration | 228.2 | 2.6 | 5.0 | 10.4 | 0.5 | 246.7 |
Shares consideration 1 | 123.3 | – | – | – | – | 123.3 |
Deferred consideration | – | 1.7 | – | – | – | 1.7 |
Contingent consideration | – | – | – | 2.3 | 0.1 | 2.4 |
Total consideration | 351.5 | 4.3 | 5.0 | 12.7 | 0.6 | 374.1 |
Note:
1.
The share-based consideration consisted of 86.6m ordinary shares issued, valued at £1.424 per share based on the closing price on 4 August 2025.
Strategic report
Governance
Financial statements
27. Acquisitions continued
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201
Annual Report and Accounts 2026
Prior year acquisitions
On 1 August 2024, the Group completed the acquisition of Woodford Investments Limited and its subsidiary ESM Power Limited (together ESM).
Subsequently on 24 October 2024, Slademain Limited and its subsidiary Argus Fire Protection Company Limited (together Argus) were also acquired by
the Group.
The accounting for these acquisitions was disclosed as provisional within the Group’s Annual Report and Accounts 2025, as these acquired businesses were
in the 12-month measurement period as allowed by IFRS 3 Business Combinations. During the year ended 31 March 2026, Management have finalised the
acquisition accounting for these businesses, and measurement period adjustments have been recognised to reflect new information about conditions and
circumstances that existed at the acquisition date.
Following the measurement period adjustments, the fair value of acquired net assets for ESM decreased by £4.4m. This reduction was due to an increase
in onerous contract provisions of £4.2m and deferred income of £1.7m related to specific projects, and an increase in deferred tax assets of £0.5m and
current tax receivables of £1.0m resulting in a corresponding increase in goodwill of £4.4m.
Additionally, the fair value of acquired net assets for Argus decreased by £0.8m due to derecognition of certain reimbursement assets of £1.1m, and an
increase in current tax receivables of £0.3m, resulting in a corresponding increase in goodwill of £0.8m.
As these adjustments to acquisition accounting are not material for the Group, goodwill values have been adjusted in the current year rather than
re-presenting goodwill as at 31 March 2025.
Cash flows on acquisitions
2026 |
2025 |
|
£m |
£m |
|
Cash consideration |
246.7 |
58.8 |
Less: cash balance acquired |
(12.4) |
(9.7) |
Net outflow of cash – investing activities |
234.3 |
49.1 |
During the year ended 31 March 2026, payments totalling £13.0m (2025: £7.0m) have been made to the former owners of certain acquired businesses
The Group has six equity-settled share schemes. The Group also has awarded performance-related bonuses for Executive Directors which are deferred
in conditional shares under the Mitie Group plc 2010 Deferred Bonus Plan (DBP) and are accounted for as a share-based payment charge.
The Mitie Group plc Long Term Incentive Plan (LTIP)
The conditional awards of shares or rights to acquire shares (Awards) are offered to a small number of key senior management personnel. Where offered
as options, there is no associated exercise price. The vesting period is generally three years, although some awards are subject to a holding period of up
to a further two years. If the awards remain unexercised after a period of 12 months from the date of vesting, the awards expire. The awards may be
forfeited if the employee leaves the Group. Before the awards can be exercised, performance conditions must be satisfied that are based on movements
in a range of non-market measures over a three-year period.
Retention Share Plan (RSP)
The RSP was introduced in the year ended 31 March 2022. The Awards are offered to a small number of key senior management personnel. Where offered
as options, there is no associated exercise price. The vesting period is three years. If the awards remain unexercised after a period of 10 years from the date
of grant, the awards expire. The awards may be forfeited if the employee leaves the Group. There are no performance conditions attached to these awards.
The Enhanced Delivery Plan (EDP)
The EDP was introduced in the year ended 31 March 2021. The Awards are offered to a small number of key senior management personnel. Where
offered as options, there is no associated exercise price. The vesting period is three years, and awards are subject to a holding period of two additional
years. If the awards remain unexercised after a period of 12 months from the date of vesting (but subject to the additional holding period), the awards
expire. The awards may be forfeited if the employee leaves the Group. Before the awards can be exercised, performance conditions must be satisfied
that are based on movements in non-market measures over a three-year period.
The Conditional Share Plan (CSP)
The Awards are offered to a small number of key senior management personnel. Where offered as options, there is no associated exercise price. The
vesting period is determined at the discretion of the Remuneration Committee and is generally two or three years. If the awards remain unexercised after
a period of 10 years from the date of grant, the awards expire. The awards may be forfeited if the employee leaves the Group.
The Mitie Group plc Save As You Earn (SAYE) scheme
The SAYE scheme is open to eligible employees resident in the UK. The exercise price is not less than 80% of the market value of the shares, determined
using either: the share price preceding the date on which invitations to participate in the scheme are issued or an average share price over five days preceding
the invitation date. The vesting period is three years. If the options remain unexercised after a period of six months from the date of vesting, the options
expire. Options may be forfeited if the employee leaves the Group. An equivalent scheme is open to eligible Ireland-resident employees.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
28. Share-based payments continued
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202
Annual Report and Accounts 2026
The Share Incentive Plan (SIP)
The SIP is open to eligible employees resident in the UK. Under the scheme, eligible employees are invited to invest in partnership shares which are
purchased in the market on their behalf and held in a separate UK trust. Since October 2021, one conditional matching share has been awarded for every
two partnership shares purchased and has a holding period of three years. Matching shares are funded by way of market purchases. The Group also, from
time to time, launches free share schemes under which all employees receive an allocation of shares at no cost to the employee. The free shares have a
holding period of three years.
Details of the awards and share options outstanding are as follows:
2026 |
2025 |
2026 |
2025 |
|||
Number |
Weighted |
Number |
Weighted |
|||
Number of |
Number of |
of non- |
average |
of non- |
average |
|
discretionary |
discretionary |
discretionary |
exercise |
discretionary |
exercise |
|
share awards |
share awards |
share options 1 |
price 1 |
share options 1 |
price 1 |
|
(million) |
(million) |
(million) |
(p) |
(million) |
(p) |
|
Outstanding at 1 April |
70.4 |
83.2 |
65.4 |
78 |
58.3 |
64 |
Granted during the year |
13.2 |
19.7 |
24.9 |
128 |
25.0 |
86 |
Lapsed during the year |
(5.4) |
(10.9) |
(5.6) |
78 |
(6.4) |
66 |
Exercised during the year |
(14.0) |
(21.6) |
(11.5) |
61 |
(11.5) |
45 |
Outstanding at 31 March |
64.2 |
70.4 |
73.2 |
97 |
65.4 |
78 |
Exercisable at the end of the year |
4.8 |
1.0 |
7.7 |
61 |
5.6 |
50 |
Note:
1.
The non-discretionary share options include 51.7 million SAYE options (2025: 46.1 million) and 21.5 million SIP options (2025: 19.3 million). The weighted average exercise prices for
non-discretionary share plans are stated excluding the SIP schemes which have no associated exercise price.
The Group recognised the following expenses related to equity-settled share-based payments:
2026 |
2025 |
|
£m |
£m |
|
Discretionary share plans |
10.8 |
8.6 |
Non-discretionary share plans |
12.1 |
6.9 |
22.9 |
15.5 |
The equity-settled share-based payments expense charged to the consolidated income statement for the year is £22.9m (2025: £15.5m) and represents
share-based payment transactions relating to discretionary and non-discretionary share plans. The associated social security charge for the year is £5.4m
(2025: £3.9m).
In the year ended 31 March 2026, £1.6m of dividend equivalents have been accrued in relation to outstanding share awards (2025: £1.4m). Dividend
equivalents accrued under the share option schemes are forfeitable and are payable after the vesting date when the share awards are exercised.
The weighted average share price at the date of exercise for share awards and share options exercised during the year was 164p (2025: 118p). At 31 March
2026, the options outstanding with respect to the SAYE scheme had exercise prices ranging from 64p to 128p (2025: 27p to 86p), and a weighted average
remaining contractual life of 1.8 years (2025: 1.8 years). No other scheme is subject to exercise prices.
In the year ended 31 March 2026, 31.1 million (2025: 40.3 million) options and awards were granted in respect of the SAYE, LTIP, CSP, RSP and DBP
schemes and awards of matching shares and 7.0 million (2025: 4.4 million) free shares were granted under the SIP. The aggregate of the estimated fair
values of those options granted and awards made was £43.4m (2025: £36.5m).
The fair value of options is measured by use of the Black-Scholes model.
The inputs into the Black-Scholes model for new schemes granted in the year are as follows:
2026 |
2025 |
|
Share price (p) |
169 |
109 |
Exercise price (p) |
128 |
86 |
Expected volatility 1 (%) |
29 |
38 |
Expected life (years) |
3 |
3 |
Risk-free rate (%) |
3.9 |
4.2 |
Expected dividends (%) |
2.8 |
4.2 |
Note:
1.
Strategic report
Governance
Financial statements
Mitie Group plc
203
Annual Report and Accounts 2026
The Group operates a number of pension arrangements for employees:
• Defined contribution schemes for the majority of its employees
• Defined benefit schemes which include the Mitie Group plc Pension scheme, the Landmarc Pension Scheme and other smaller schemes
A defined contribution scheme is a pension scheme under which the Group pays contributions to an independently administered fund; such contributions
are based upon a fixed percentage of employees’ pay. The Group has no legal or constructive obligations to pay further contributions to the fund once
these contributions have been paid. Members’ benefits are determined by the amount of contributions paid, together with investment returns earned
on the contributions arising from the performance of each individual’s chosen investments and the type of pension the member chooses to take at
retirement. As a result, actuarial risk (that pension will be lower than expected) and investment risk (that the assets invested in do not perform in line
with expectations) are borne by the employee.
The Group’s contributions are recognised as an employee benefit expense when they are due.
The Group operates four separate schemes: a stakeholder defined contribution plan, which is closed to new members; a self-invested personal pension
plan, which is closed to new members; and two Group personal pension plans. Employer contributions are payable to each on a matched basis requiring
employee contributions to be paid. Employees have the option to pay their share via a salary sacrifice arrangement. The scheme used to satisfy auto-
enrolment compliance is a master trust, The People’s Pension.
During the year, the Group made a total contribution to the defined contribution schemes of £33.8m (2025: £26.8m) and contributions to the auto-
enrolment scheme of £28.5m (2025: £24.7m), which are included in the consolidated income statement charge. The Group expects to make contributions
Mitie Group plc Pension Scheme (the Group scheme)
The Group scheme comprises two segregated sections: the Group section (Group Part A) and the Interserve section (Group Part B). The assets and
liabilities of the two sections are ring-fenced.
The Group Part A section provides benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided
depends on members’ length of service and their final pensionable pay.
The Group Part A section was closed to new members in 2006, with new employees able to join one of the defined contribution schemes.
The Group Part B section was formed in the year ended 31 March 2023 when the assets and liabilities were transferred from the Interserve Scheme
Part C, which in turn had been formed to take Interserve members out of the Interserve Group Pension Scheme as part of the arrangements for Mitie’s
acquisition of Interserve in 2020.
The Group scheme is operated under the UK regulatory framework. Benefits are paid to members from the trust-administered fund, where the
Trustee is responsible for ensuring that the scheme is sufficiently funded to meet current and future benefit payments. Plan assets are held in trust and
are governed by pension legislation. If investment experience is worse than expected or the actuarial assessment of the scheme’s liabilities increases, the
Group’s financial obligations to the scheme rise.
The nature of the relationship between the Group and the Trustee is also governed by regulations and practice. The Trustee must agree a funding plan
with the sponsoring company such that any funding shortfall is expected to be met by additional contributions and investment outperformance. In order
to assess the level of contributions required, triennial valuations are carried out, with the scheme’s obligations measured using prudent assumptions
(which are determined by the Trustee with advice from the scheme actuary). The most recent triennial valuation was carried out as at 31 March 2023,
which indicated an actuarial deficit of £19.4m, an improvement of £72.7m since the last valuation. During the year, the Group paid £3.2m of deficit repair
contributions. The funding position has materially improved (through a combination of deficit repair contributions and investment returns) to an actuarial
surplus and due to the improved funding position of the scheme, no further deficit repair contributions are expected to be required in the year ending
31 March 2027. We are working with the Trustee of the scheme to enter into a qualifying insurance buy-in to secure the benefits of the scheme, which
had not completed as at 31 March 2026.
The Trustee’s other duties include managing the investment of the scheme’s assets, administration of plan benefits and exercising of discretionary powers.
The Group works closely with the Trustee to manage the scheme.
The Group has an unconditional right to refund of surplus assuming the gradual settlement over time until all members have left the section. Accordingly,
there is no restriction on the surplus.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
29. Retirement benefit schemes continued
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204
Annual Report and Accounts 2026
The Landmarc Pension Scheme (the Landmarc scheme)
Landmarc is the employing company for the Landmarc scheme, which commenced on 1 July 2003, at which time approximately 1,000 employees became
members of the scheme. From that date the majority of new employees were provided with defined contribution benefits under a separate arrangement,
with membership of the Landmarc scheme for certain new employees only, available at the discretion of the employing company. On 1 July 2021, the last
remaining active members ceased accrual and the scheme closed to future accrual.
In December 2022, the Trustee of the scheme entered into a qualifying insurance buy-in to secure the remaining uninsured benefits of the scheme.
Separately, a decision was taken to proceed with a scheme buyout, and in January 2026 the Group completed the buyout of the Landmarc scheme with an
authorised insurance company, receiving a £1.6m refund relating to the scheme surplus. Under this arrangement, the scheme’s assets and liabilities relating
to members’ accrued benefits were transferred to the insurer, which has assumed responsibility for the payment of future pension benefits in accordance
with the scheme rules.
As a result of the transaction, the Group has eliminated its exposure to future funding, longevity, inflation and investment risks in respect of these obligations.
Other defined benefit schemes
Grouped together under Other schemes are a number of schemes to which the Group makes contributions under Admitted Body status to clients’
(generally local government or government entities) defined benefit schemes in respect of certain employees who transferred to the Group under
Transfer of Undertakings (Protection of Employment) Regulations 2006, as well as three smaller schemes that the Group acquired on the acquisition
of Interserve. The valuations of the Other schemes are updated by an actuary at each consolidated statement of financial position date.
For the Admitted Body schemes, which are largely sections of the Local Government Pension Scheme, the Group will only participate for a finite period
up to the end of the relevant contract. The Group is required to pay regular contributions, as decided by the relevant scheme actuaries and detailed in
each scheme’s Contributions Certificate, which are calculated every three years as part of a triennial valuation. In a number of cases, contributions payable
by the employer are capped and any excess is recovered from the entity that the employees transferred from. In addition, in certain cases, at the end of
the contract the Group will be required to pay any deficit (as determined by the scheme actuary) that is assessed for its notional section of the scheme.
Any surplus positions are restricted as the Group does not have an unconditional right to a refund.
The Group made contributions to the Other schemes of £0.3m in the year (2025: £0.1m). The Group expects to make contributions of a similar amount
in the year ending 31 March 2027.
Multi-employer schemes
As a result of acquisition activity and staff transfers following contract wins, the Group participates in three multi-employer pension schemes. The total
contributions to these schemes for the year ending 31 March 2027 are anticipated to be £0.1m. The Group’s share of the assets and liabilities in respect
of these schemes is minimal.
The Group previously participated in the Plumbing & Mechanical Services (UK) Industry Pension Scheme (the Plumbing Scheme), a funded multi-employer
defined benefit scheme. The Plumbing Scheme was founded in 1975 and to date has had over 4,000 employers. The Group has received a Section 75
employer debt notice in respect of the participation of Robert Prettie & Co Limited in the Plumbing Scheme. As a result of the Interserve acquisition, the
Group increased its participation in the Plumbing Scheme and the Group has received a Section 75 employer debt notice in respect of the participation of
Mitie FM Limited.
During the year ended 31 March 2025, a settlement agreement was reached with the trustees of the Plumbing Scheme. As a result of this, the amount
of £21.7m was transferred from provisions to other payables, and a charge of £2.8m was recognised as Other items in respect of Mitie Property Services
(UK) Limited’s participation in the Plumbing Scheme. The costs were partially offset by a £0.5m release of an accrual during the year ended 31 March 2026
following the final settlement agreement with the trustees of the Plumbing Scheme in respect of the Section 75 debt.
Accounting assumptions
The assumptions used in calculating the accounting costs and obligations of the Group’s defined benefit pension schemes, as detailed below, are set after
consultation with independent, professionally qualified actuaries.
The discount rate used to determine the present value of the obligations is set by reference to market yields on high-quality corporate bonds. The
assumptions for price inflation are set by reference to the difference between yields on longer-term conventional government bonds and index-linked
bonds. The assumptions for increases in pensionable pay take into account expected salary inflation, the cap at consumer price inflation, and how often
the cap is likely to be exceeded.
The assumptions for life expectancy have been set with reference to the actuarial tables used in the latest funding valuations.
Strategic report
Governance
Financial statements
29. Retirement benefit schemes continued
Mitie Group plc
205
Annual Report and Accounts 2026
Principal accounting assumptions at consolidated statement of financial position date
Group Part A | Group Part B | Landmarc scheme | Other schemes | |||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
% | % | % | % | % | % | % | % | |
Key assumptions used for IAS 19 valuation: | ||||||||
Discount rate | 6.12 | 5.79 | 6.16 | 5.82 | – | 5.70 | 6.17 | 5.82 |
Expected rate of pensionable pay increases | 2.88 | 2.57 | 3.00 | 2.70 | – | 2.60 | 3.82 | 3.39 |
Retail price inflation | 3.44 | 3.18 | 3.41 | 3.15 | – | 3.20 | 3.41 | 3.15 |
Consumer price inflation | 2.88 | 2.57 | 3.00 | 2.70 | – | 2.60 | 3.00 | 2.70 |
Future pension increases | 2.88 | 2.57 | 3.00 | 2.70 | – | 3.10 | 2.81 | 2.82 |
Group Part A | Group Part B | Landmarc scheme | ||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
Years | Years | Years | Years | Years | Years | |
Post-retirement life expectancy: | ||||||
Current pensioners at 65 – male | 87.5 | 87.1 | 85.0 | 84.7 | – | 85.0 |
Current pensioners at 65 – female | 88.9 | 88.7 | 87.1 | 87.0 | – | 88.6 |
Future pensioners at 65 – male | 88.6 | 88.1 | 86.1 | 85.7 | – | 86.2 |
Future pensioners at 65 – female | 90.1 | 89.9 | 88.4 | 88.2 | – | 89.7 |
Life expectancy for the Other schemes is that used by the relevant scheme actuary.
Sensitivity of defined benefit obligations to key assumptions
The sensitivity of defined benefit obligations to changes in principal actuarial assumptions is shown below.
Impact on defined benefit obligations | |||
(Decrease)/ | (Decrease)/ | ||
increase in | increase in | ||
Change in | obligations | obligations | |
assumption | % | £m | |
Increase in discount rate | 0.25% | (3.2) | (6.7) |
Increase in retail price inflation 1 | 0.25% | 2.0 | 4.4 |
Increase in consumer price inflation (excluding pay) | 0.25% | 1.0 | 2.2 |
Increase in life expectancy | 1 year | 2.9 | 6.2 |
Note:
1.
Including other inflation-linked assumptions (consumer price inflation, pension increases and salary growth).
Some of the above changes in assumptions may have an impact on the value of the scheme’s investment holdings. For example, the Group scheme holds
a proportion of its assets in UK corporate bonds. A fall in the discount rate as a result of lower UK corporate bond yields would lead to an increase in the
value of these assets, mitigating the increase in the defined benefit obligation to some extent. The duration, or average term to payment for the benefits
due, weighted by liability, is around 14 years for the Group Part A and B sections.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
29. Retirement benefit schemes continued
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Annual Report and Accounts 2026
Amounts recognised in consolidated financial statements
Amounts recognised in the consolidated income statement are as follows:
| 2026 | 2025 | |||||||||
Group | Group | Landmarc | Other | Group | Group | Landmarc | Other | |||
Part A | Part B | scheme | schemes | Total | Part A | Part B | scheme | schemes | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Current service cost | (0.1) | (0.2) | – | (0.7) | (1.0) | (0.1) | (0.3) | – | (0.7) | (1.1) |
Past service cost | ||||||||||
(including curtailments/ | ||||||||||
settlements) 1,2 | – | (1.3) | – | (7.9) | (9.2) | – | – | (1.1) | (5.3) | (6.4) |
Total administrative | ||||||||||
expense 3 | (0.8) | (0.2) | (0.7) | (0.1) | (1.8) | (1.0) | (0.2) | (0.5) | (0.2) | (1.9) |
Amounts recognised | ||||||||||
in operating profit | (0.9) | (1.7) | (0.7) | (8.7) | (12.0) | (1.1) | (0.5) | (1.6) | (6.2) | (9.4) |
Net interest | ||||||||||
income/(cost) | 0.8 | 0.2 | 0.1 | (0.1) | 1.0 | 0.2 | 0.1 | 0.1 | (0.1) | 0.3 |
Amounts recognised | ||||||||||
in profit before tax | (0.1) | (1.5) | (0.6) | (8.8) | (11.0) | (0.9) | (0.4) | (1.5) | (6.3) | (9.1) |
Notes:
1.
During the year ended 31 March 2026, an agreement to amend the Group Part B scheme rules to increase certain cash benefits which members receive on retirement was completed.
The Group incurred a £1.3m past service cost charge in relation to the amendment of the Group Part B scheme rules, which have been recognised in the consolidated income
statement as Other items. See Note 4.
2. During the year ended 31 March 2026, the Group formally exited certain Local Government Pension Schemes (LGPS), resulting in a £7.9m contract settlement charge, which was
recognised within Other items. See Note 4.
3. During the year ended 31 March 2026, the Group completed the buyout of the Landmarc scheme. Administrative expenses of £0.6m were incurred as a result of the buyout process,
and these were recognised within Other items. See Note 4.
Amounts recognised in the consolidated statement of comprehensive income are as follows:
| 2026 | 2025 | |||||||||
Group | Group | Landmarc | Other | Group | Group | Landmarc | Other | |||
Part A | Part B | scheme | schemes | Total | Part A | Part B | scheme | schemes | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Actuarial gains/(losses) arising due | ||||||||||
to changes in financial assumptions | 3.8 | 0.3 | (0.8) | 0.2 | 3.5 | 22.8 | 2.9 | 4.3 | 6.6 | 36.6 |
Actuarial (losses)/gains arising from | ||||||||||
liability experience | (1.3) | – | (0.3) | (0.7) | (2.3) | 0.9 | 1.8 | (0.1) | (0.2) | 2.4 |
Actuarial (losses)/gains due to changes | ||||||||||
in demographic assumptions | (0.4) | (0.1) | – | 0.2 | (0.3) | (0.1) | 0.1 | – | 0.5 | 0.5 |
Movement in asset ceiling, | ||||||||||
excluding interest 1 | – | – | – | 0.1 | 0.1 | – | – | – | (2.4) | (2.4) |
Return on scheme assets, | ||||||||||
excluding interest income | (1.2) | (0.1) | 1.4 | 7.9 | 8.0 | (19.0) | (2.3) | (3.8) | 1.7 | (23.4) |
Amounts recognised in other | ||||||||||
comprehensive income | 0.9 | 0.1 | 0.3 | 7.7 | 9.0 | 4.6 | 2.5 | 0.4 | 6.2 | 13.7 |
Note:
1.
The £0.1m net credit (2025: £2.4m net charge) for the year ended 31 March 2026 includes a £7.9m credit (2025: £5.3m) with respect to the reversal of gross surplus associated with
the exit of certain LGPS schemes.
Strategic report
Governance
Financial statements
29. Retirement benefit schemes continued
Mitie Group plc
207
Annual Report and Accounts 2026
The amounts included in the consolidated statement of financial position are as follows:
| 2026 | 2025 | |||||||||
Group | Group | Landmarc | Other | Group | Group | Landmarc | Other | |||
Part A | Part B | scheme | schemes | Total | Part A | Part B | scheme | schemes | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Fair value of scheme assets | 168.3 | 23.0 | – | 67.1 | 258.4 | 165.3 | 22.7 | 36.7 | 69.1 | 293.8 |
Present value of defined | ||||||||||
benefit obligations | (152.8) | (20.3) | – | (41.0) | (214.1) | (154.7) | (18.9) | (34.8) | (43.8) | (252.2) |
Surplus without restriction | 15.5 | 2.7 | – | 26.1 | 44.3 | 10.6 | 3.8 | 1.9 | 25.3 | 41.6 |
Asset ceiling | – | – | – | (28.9) | (28.9) | – | – | – | (27.7) | (27.7) |
Net pension asset/(liability) | 15.5 | 2.7 | – | (2.8) | 15.4 | 10.6 | 3.8 | 1.9 | (2.4) | 13.9 |
All figures above are shown before deferred tax. The total of schemes in a surplus position is £18.2m (2025: £16.3m).
Movements in the present value of defined benefit obligations were as follows:
| 2026 | 2025 | |||||||||
Group | Group | Landmarc | Other | Group | Group | Landmarc | Other | |||
Part A | Part B | scheme | schemes | Total | Part A | Part B | scheme | schemes | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 April | 154.7 | 18.9 | 34.8 | 43.8 | 252.2 | 177.4 | 23.2 | 38.1 | 58.1 | 296.8 |
Additional schemes entered into | – | – | – | 1.6 | 1.6 | – | – | – | – | – |
Current service cost | 0.1 | 0.2 | – | 0.7 | 1.0 | 0.1 | 0.3 | – | 0.7 | 1.1 |
Interest cost | 8.7 | 1.1 | 1.5 | 2.1 | 13.4 | 8.4 | 1.1 | 1.8 | 2.4 | 13.7 |
Contributions from scheme members | – | 0.1 | – | 0.1 | 0.2 | – | 0.1 | – | 0.1 | 0.2 |
Actuarial (gains)/losses arising due to | ||||||||||
changes in financial assumptions | (3.8) | (0.3) | 0.8 | (0.2) | (3.5) | (22.8) | (2.9) | (4.3) | (6.6) | (36.6) |
Actuarial losses/(gains) arising from | ||||||||||
experience | 1.3 | – | 0.3 | 0.7 | 2.3 | (0.9) | (1.8) | 0.1 | 0.2 | (2.4) |
Actuarial losses/(gains) due to changes in | ||||||||||
demographic assumptions | 0.4 | 0.1 | – | (0.2) | 0.3 | 0.1 | (0.1) | – | (0.5) | (0.5) |
Benefits paid | (8.6) | (1.1) | (1.8) | (1.5) | (13.0) | (7.6) | (1.0) | (2.0) | (1.4) | (12.0) |
Past service cost | – | 1.3 | – | – | 1.3 | – | – | 1.1 | – | 1.1 |
Contract settlement | – | – | (35.6) | (6.1) | (41.7) | – | – | – | (9.2) | (9.2) |
At 31 March | 152.8 | 20.3 | – | 41.0 | 214.1 | 154.7 | 18.9 | 34.8 | 43.8 | 252.2 |
The defined benefit obligations analysed by participant status is as follows:
| 2026 | 2025 | |||||
Group | Group | Landmarc | Group | Group | Landmarc | |
Part A | Part B | scheme | Part A | Part B | scheme | |
£m | £m | £m | £m | £m | £m | |
Active | 1.0 | 7.7 | – | 1.1 | 8.5 | – |
Deferred | 67.4 | 3.0 | – | 72.3 | 2.9 | 6.9 |
Pensioners | 84.4 | 9.6 | – | 81.3 | 7.5 | 27.9 |
At 31 March | 152.8 | 20.3 | – | 154.7 | 18.9 | 34.8 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
29. Retirement benefit schemes continued
Mitie Group plc
208
Annual Report and Accounts 2026
Movements in the fair value of scheme assets were as follows:
| 2026 | 2025 | |||||||||
Group | Group | Landmarc | Other | Group | Group | Landmarc | Other | |||
Part A | Part B | scheme | schemes | Total | Part A | Part B | scheme | schemes | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 April | 165.3 | 22.7 | 36.7 | 69.1 | 293.8 | 174.8 | 24.4 | 41.1 | 80.0 | 320.3 |
Additional schemes entered into | – | – | – | 2.0 | 2.0 | – | – | – | – | – |
Interest income | 9.5 | 1.3 | 1.6 | 3.3 | 15.7 | 8.6 | 1.2 | 1.9 | 3.3 | 15.0 |
Actuarial (losses)/gains on assets | (1.2) | (0.1) | 1.4 | 7.9 | 8.0 | (19.0) | (2.3) | (3.8) | 1.7 | (23.4) |
Contributions from the | ||||||||||
sponsoring companies 1 | 4.1 | 0.3 | – | 0.3 | 4.7 | 9.5 | 0.5 | – | 0.1 | 10.1 |
Contributions from scheme members | – | 0.1 | – | 0.1 | 0.2 | – | 0.1 | – | 0.1 | 0.2 |
Expenses paid | (0.8) | (0.2) | (0.7) | (0.1) | (1.8) | (1.0) | (0.2) | (0.5) | (0.2) | (1.9) |
Benefits paid | (8.6) | (1.1) | (1.8) | (1.5) | (13.0) | (7.6) | (1.0) | (2.0) | (1.4) | (12.0) |
Exit credit paid on scheme buyout 2 | – | – | (1.6) | – | (1.6) | – | – | – | – | – |
Contract settlement | – | – | (35.6) | (14.0) | (49.6) | – | – | – | (14.5) | (14.5) |
At 31 March | 168.3 | 23.0 | – | 67.1 | 258.4 | 165.3 | 22.7 | 36.7 | 69.1 | 293.8 |
Notes:
1.
Group Part A section contributions of £4.1m (2025: £9.5m) is inclusive of £3.2m deficit repair contributions (2025: £8.4m).
2.
In January 2026, the Group completed the buyout of the Landmarc scheme with an authorised insurance company and the Group received a £1.6m refund relating to the scheme surplus.
Movements in the asset ceiling were as follows:
2026 | 2025 | |
£m | £m | |
At 1 April | 27.7 | 24.3 |
Interest cost on asset ceiling | 1.3 | 1.0 |
Change in asset ceiling excluding interest 1 | (0.1) | 2.4 |
At 31 March | 28.9 | 27.7 |
Note:
1.
The £0.1m net credit (2025: £2.4m net charge) for the year ended 31 March 2026 includes a £7.9m credit (2025: £5.3m) with respect to the reversal of gross surplus associated with
the exit of certain LGPS schemes.
Fair values of the assets held by the schemes were as follows:
| 2026 | 2025 | |||||||||
Group | Group | Landmarc | Other | Group | Group | Landmarc | Other | |||
Part A | Part B | scheme | schemes | Total | Part A | Part B | scheme | schemes | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Equities | 16.2 | – | – | 34.4 | 50.6 | 22.4 | – | – | 35.1 | 57.5 |
Government bonds | 84.4 | 7.0 | – | 3.3 | 94.7 | 72.4 | 8.5 | – | 3.2 | 84.1 |
Corporate bonds | 58.1 | 5.5 | – | 11.3 | 74.9 | 55.8 | 5.8 | – | 13.7 | 75.3 |
Property | – | – | – | 11.7 | 11.7 | 2.3 | – | – | 11.2 | 13.5 |
Diversified growth fund | 6.4 | 8.4 | – | 0.8 | 15.6 | 7.4 | 8.4 | – | 0.9 | 16.7 |
Cash | 3.1 | 2.1 | – | 4.7 | 9.9 | 3.8 | – | 2.5 | 4.1 | 10.4 |
Insurance policies | – | – | – | 0.9 | 0.9 | – | – | 34.2 | 0.9 | 35.1 |
Derivative financial instruments | (0.9) | – | – | – | (0.9) | – | – | – | – | – |
Commodities | 1.0 | – | – | – | 1.0 | 1.2 | – | – | – | 1.2 |
Total fair value of assets | 168.3 | 23.0 | – | 67.1 | 258.4 | 165.3 | 22.7 | 36.7 | 69.1 | 293.8 |
The investment portfolios are diversified, investing in a wide range of assets, in order to provide reasonable assurance that no single asset or type of asset
could have a materially adverse impact on the total portfolio. To reduce volatility, certain assets are held in a matching portfolio, which largely consists of
government and corporate bonds, designed to mirror movements in corresponding liabilities.
The property assets represent quoted property investments.
Strategic report
Governance
Financial statements
29. Retirement benefit schemes continued
Mitie Group plc
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Annual Report and Accounts 2026
Risks and risk management
The Group scheme, in common with the majority of UK plans, has a number of risks. These areas of risk and the ways in which the Group has sought to
manage them, with respect to the Group scheme, are set out in the table below.
The risks are considered from both a funding perspective, which drives the cash commitments of the Group, and from an accounting perspective, i.e. the
extent to which such risks affect the amounts recorded in the Group’s consolidated financial statements:
Risk |
Description |
Asset volatility |
The funding liabilities are calculated using a discount rate set with reference to government bond yields, with allowance for |
additional return to be generated from the investment portfolio. The defined benefit obligation for accounting is calculated |
|
using a discount rate set with reference to corporate bond yields. The Group scheme holds 16% of its assets in equities and |
|
other return-seeking assets, principally diversified growth funds (DGFs). The returns on such assets tend to be volatile and |
|
are not correlated to government bonds. This means that the funding level has the potential to be volatile in the short term, |
|
potentially resulting in short-term cash requirements, or alternative security offers, which are acceptable to the Trustee, and |
|
an increase in the net defined benefit liability recorded on the Group’s consolidated statement of financial position. Equities |
|
and DGFs are considered to offer the best returns over the long term with an acceptable level of risk and hence the scheme |
|
holds a significant proportion of these types of assets. However, the scheme’s assets are well-diversified by investing in a |
|
range of asset classes, including property, government bonds and corporate bonds. The Group scheme holds 8% of its assets |
|
in DGFs which seek to maintain high levels of return while achieving lower volatility than direct equity funds. The allocation to |
|
return seeking assets is monitored to ensure it remains appropriate, given the scheme’s long-term objectives. The investment |
|
in bonds is discussed further below. |
|
Changes in bond yields |
Falling bond yields tend to increase the funding and accounting obligations. However, the investment in corporate and |
government bonds offers a degree of matching, i.e. the movement in assets arising from changes in bond yields partially |
|
matches the movement in the funding or accounting obligations. In this way, the exposure to movements in bond yields |
|
is reduced. |
|
Inflation risk |
The majority of the Group scheme’s benefit obligations are linked to inflation. Higher inflation will lead to higher liabilities |
(although caps on the level of inflationary increases are in place to protect the plan against extreme inflation). The majority |
|
of the Group scheme’s assets are either unaffected by inflation (fixed interest bonds) or loosely correlated with inflation |
|
(equities), meaning that an increase in inflation will also increase the deficit. |
|
Life expectancy |
The majority of the Group scheme’s obligations are to provide a pension for the life of the member, so increases in life |
expectancy will result in an increase in the obligations. |
Areas of risk management
Although investment decisions in the Group scheme are the responsibility of the Trustee, the Group takes an active interest to ensure that pension plan
risks are managed effectively. The Group and Trustee have agreed a long-term strategy for reducing investment risk where appropriate.
The Group is, from time to time, party to contractual disputes that arise in the ordinary course of business. Management does not anticipate that the
outcome of any of these disputes will have a material adverse effect on the Group’s financial position, other than as already provided for in the consolidated
financial statements. In appropriate cases, a provision is recognised based on best estimates and management judgement but there can be no guarantee
that these provisions (which may be subject to potentially material revision from time to time) will result in an accurate prediction, due to the uncertainty of
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
210
Annual Report and Accounts 2026
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note.
Mitie Group plc has a related party relationship with the Mitie Foundation, a charitable company. During the year, the Group made payments of £0.4m
(2025: £0.4m) to the Mitie Foundation to fund operations.
During the year ended 31 March 2026, the Group recognised revenue from transactions with associates of £0.8m (2025: £1.9m). Separately, purchases
of £0.1m were made from associates (2025: no purchases).
There were no amounts due from associates as at 31 March 2026 (2025: £0.1m), and no expense has been recognised in the year for expected credit
losses in respect of amounts owed by associates (2025: no expense recognised). There were no amounts owed to associates at 31 March 2026 (2025: no
amounts owed).
Details of the Directors’ remuneration are included in Note 6. The remuneration for the other members of the MGX, including the share-based payments
charge, is £5.5m (2025: £8.2m).
2026 |
2025 |
|
£m |
£m |
|
Short-term employment benefits |
3.0 |
5.5 |
Post-employment benefits |
0.2 |
0.4 |
Share-based payments |
2.3 |
2.3 |
At 31 March |
5.5 |
8.2 |
All transactions with these related parties were made on terms equivalent to those that prevail in arm’s length transactions.
On 2 June 2026, the Board approved the initiation of a £100m share buyback programme for the year ending 31 March 2027 (including the remaining
Strategic report
Governance
Financial statements
Mitie Group plc
211
Annual Report and Accounts 2026
The subsidiaries, joint ventures, associates, and joint operations of the Group as at 31 March 2026 have been disclosed below. Unless otherwise stated, the
shareholding is held indirectly by Mitie Group plc and is represented by ordinary shares, of which the proportion of ownership interests held equals the
voting rights. No subsidiary undertakings have been excluded from the consolidation.
The principal activities of all undertakings, unless otherwise stated, is the performance of facilities management services and compliance services or the holding
companies of other undertakings performing these services. All undertakings are tax resident in their country of incorporation unless otherwise stated.
Subsidiaries
Aggregate % of |
||
Country/registered address/company |
share class |
Share class |
United Kingdom |
||
35 Duchess Road, Rutherglen, Glasgow, Scotland, G73 1AU, United Kingdom |
||
Cliniwaste Health South Limited 1 (registration number SC648410) |
100 |
Ordinary |
Cliniwaste Holdings Limited 2 |
||
P2ML Ltd 1 (registration number SC299864) |
100 |
Ordinary |
Level 12, The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom |
||
8Point8 Support Limited 1 (registration number 07370013) |
100 |
Ordinary (all classes) |
8Point8 Training Limited 1 (registration number 10064042) |
100 |
Ordinary |
Advance Environmental Limited |
100 |
Ordinary (all classes) |
Alarm Communication Limited |
100 |
Ordinary |
Argus Fire Protection Company Limited |
100 |
Ordinary |
Atana Ltd |
100 |
Ordinary |
Biotecture Limited 1 (registration number 06297364) |
100 |
Ordinary |
Care & Custody (Health) Limited 2 |
100 |
Ordinary |
Clearwater Group Limited |
100 |
Ordinary |
Clearwater Technology Ltd |
100 |
Ordinary |
Clymac Limited |
100 |
Ordinary |
Converge Technology Ltd |
100 |
Ordinary (all classes) |
CTI Power Limited 2 |
100 |
Ordinary |
Custom Solar Ltd 1 (registration number 07886213) |
100 |
Ordinary (all classes) |
ESM Power Limited 1 (registration number 04611637) |
100 |
Ordinary |
Esoteric Limited 1 (registration number 04441008) |
100 |
Ordinary |
Eurosafe UK Group Limited |
100 |
Ordinary |
Fire & Security (Group) Limited |
100 |
Ordinary |
Fire Alarm Fabrication Services Limited |
100 |
Ordinary |
Forest Group Holdings Limited 1 (registration number 06883198) |
100 |
Ordinary (all classes) |
Forest U.K. Limited 1 (registration number 02672708) |
100 |
Ordinary |
G.B. Electronics Limited |
100 |
Ordinary |
GB Refrigeration Limited 1 (registration number 06883842) |
100 |
Ordinary |
GBE Converge Group Ltd 1 (registration number 03648989) |
100 |
Ordinary (all classes) |
Global Aware International Ltd 2 |
100 |
Ordinary |
Guardian Water Treatment Ltd |
100 |
Ordinary |
Hadrian Technology Limited |
100 |
Ordinary |
Hydro-X Air Limited |
100 |
Ordinary |
Hydro-X Engineering Limited |
100 |
Ordinary |
Hydro-X Group Limited |
100 |
Ordinary |
Hydro-X Training Limited |
100 |
Ordinary |
Hydro-X Water Treatment Limited |
100 |
Ordinary |
Insitu Cleaning Company Limited 1 (registration number 01623889) |
100 |
Ordinary |
Island Fire Protection Limited |
100 |
Ordinary |
J C A Engineering Ltd |
100 |
Ordinary |
Jabez Holdings Limited 2 |
100 |
Ordinary |
JCA Head Co Limited 2 |
100 |
Ordinary (all classes) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
33. Related undertakings continued
Mitie Group plc
212
Annual Report and Accounts 2026
Aggregate % of | ||
Country/registered address/company | share class | Share class |
JCA HQ Group Holdings Ltd. 2 | 100 | Ordinary |
Kingfisher Environmental Services Limited | 100 | Ordinary |
Landmarc Support Services Limited | 100 4 | Ordinary-A |
Linx International Group Limited 1 (registration number 02057133) | 100 | Ordinary |
Maclellan International Limited 1 (registration number 03688689) | 100 | Ordinary |
Maclellan Management Services Limited 2 | 100 | Ordinary |
Marlowe 2016 Limited | 100 | Ordinary, |
redeemable B | ||
Marlowe Environmental Services Limited | 100 | Ordinary |
Marlowe Fire & Security (BBC) Limited | 100 | Ordinary |
Marlowe Fire & Security Group Limited | 100 | Ordinary |
Marlowe Fire & Security Limited | 100 | Ordinary |
Marlowe Kitchen Fire Suppression Limited | 100 | Ordinary |
Marlowe Limited | 100 | Ordinary |
Marlowe Smoke Control Limited | 100 | Ordinary |
Merryweather & Sons Ltd | 100 | Ordinary |
Mitie (Defence) Limited | 100 | Ordinary |
Mitie (Facilities Services) Limited | 100 | Ordinary |
Mitie Aviation Security Limited 5 | 100 | Ordinary |
Mitie Built Environment Limited 2 | 100 | Ordinary, preferred |
Mitie Care and Custody Limited 5 | 100 | Ordinary (all classes) |
Mitie Catering Services Limited 1 (registration number 02505731) | 100 | Ordinary (all classes) |
Mitie Cleaning & Environmental Services Limited | 100 | Ordinary |
Mitie Company Secretarial Services Limited | 100 | Ordinary |
Mitie Environmental Services Limited | 100 | Ordinary |
Mitie FM Limited | 100 | Ordinary |
Mitie FS (UK) Limited | 100 | Ordinary |
Mitie Group Pension Scheme Trustee Company Limited | 100 | Ordinary |
Mitie Integrated Services Limited | 100 | Ordinary |
Mitie Landscapes Limited | 100 | Ordinary (all classes) |
Mitie Limited | 100 | Ordinary |
Mitie PFI Limited | 100 | Ordinary (all classes) |
Mitie Property Services (UK) Limited 3 | 100 | Ordinary (all classes) |
Mitie Roofing Limited 3 | 100 | Ordinary |
Mitie Security (First) Limited 2 | 100 | Ordinary, deferred |
(all classes) | ||
Mitie Security (Knightsbridge) Limited 2 | 100 | Ordinary |
Mitie Security Limited | 100 | Ordinary |
Mitie Shared Services Limited | 100 | Ordinary |
Mitie Specialist Services (Holdings) Limited 1 (registration number 03044401) | 100 | Ordinary |
Mitie Technical Facilities Management Limited | 100 | Ordinary (all classes) |
Mitie Technical Services Limited 2 | 100 | Ordinary |
Mitie Telecoms Assets Limited 2 | 100 | Ordinary |
Mitie Telecoms Limited | 100 | Ordinary |
Mitie Telecoms Towers Limited 1 (registration number 08811106) | 100 | Ordinary |
Mitie Telecoms Ventures Limited 2 | 100 | Ordinary |
Mitie Treasury Management Limited 3 | 100 | Ordinary |
Mitie Trustee Limited | 100 | Ordinary |
Strategic report
Governance
Financial statements
33. Related undertakings continued
Mitie Group plc
213
Annual Report and Accounts 2026
Aggregate % of | ||
Country/registered address/company | share class | Share class |
Mitie Waste & Environmental Services Limited 5 | 100 | Ordinary (all classes) |
Mitiefm (Holdings) Limited 2 | 100 | Ordinary |
Mitiefm Services Limited 1 (registration number 02820560) | 100 | Ordinary, redeemable |
ordinary, deferred | ||
MJ Fire Safety Ltd | 100 | Ordinary |
Morgan Fire Protection Limited | 100 | Ordinary |
N-OV8 Group Limited | 100 | Ordinary |
Perpetuity Training Limited 1 (registration number 04505069) | 100 | Ordinary |
Procius Limited 1 (registration number 04730672) | 100 | Ordinary (all classes) |
RHI Industrials Limited | 100 | Ordinary |
Robert Prettie & Co Limited 1 (registration number 00948375) | 100 | Ordinary |
Rock Power Connections Ltd 1 (registration number 08247808) | 100 | Ordinary (all classes) |
Slademain Limited 1 (registration number 01776920) | 100 | Ordinary (all classes) |
Sludge Tek Holdings Limited | 100 | Ordinary |
Sludge Tek Limited | 100 | Ordinary |
Source Eight Limited 2,5 | 100 | Ordinary (all classes) |
Source8 Africa Limited 1 (registration number 08743753) | 100 | Ordinary (all classes) |
Sterling Hydrotech Holdings Limited | 100 | Ordinary |
Sterling Hydrotech Limited | 100 | Ordinary |
Tavcom Limited 1 (registration number 03120861) | 100 | Ordinary A |
Tersus Consultancy Limited | 100 | Ordinary |
Trans-fire Holdings Ltd | 100 | Ordinary |
Trans-fire Protection Limited | 100 | Ordinary |
UK CRBS Limited 1 (registration number 03656962) | 100 | Ordinary (all classes) |
Utilyx Healthcare Energy Services Limited 1 (registration number 06900475) | 100 | Ordinary |
Utilyx Limited 1 (registration number 03922833) | 100 | Ordinary |
Vantage Solutions Limited 1 (registration number 10902316) | 100 | Ordinary |
Victory Fire Limited | 100 | Ordinary |
WCS Environmental Engineering Ltd | 100 | Ordinary |
WCS Environmental South East Ltd | 100 | Ordinary |
WCS Services Limited | 100 | Ordinary |
Wealthy Thoughts Limited 2 | 100 | Ordinary |
Woodford Investments Limited 1 (registration number 10714484) | 100 | Ordinary |
Mitec Operations Centre, Unit 9B, First Floor, Silverwood Business Park, Silverwood Rd, Lurgan, | ||
Craigavon, Northern Ireland, BT66 6SY, United Kingdom | ||
Mitie NI Limited | 100 | Ordinary |
Denmark | ||
Alkaergardvej 20, 8700, Horsens, Denmark | ||
El-Team Vest A/S | 100 | Ordinary |
France | ||
259 Rue St Honore, 75001, Paris, France | ||
Mitie France SAS | 100 | Ordinary |
Germany | ||
c/o Pinsent Masons Germany LLP, Ottostrasse 21, 80333, Munich, Germany | ||
Mitie Deutschland GmbH | 100 | Ordinary |
Guernsey | ||
c/o MPR Private Clients Limited, Plaza House, Third Floor, Elizabeth Avenue, St. Peter Port, | ||
GY1 2HU, Guernsey | ||
Mitie Engineering Services (Guernsey) Limited 6 | 100 | Ordinary |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
33. Related undertakings continued
Mitie Group plc
214
Annual Report and Accounts 2026
Aggregate % of | ||
Country/registered address/company | share class | Share class |
Ireland | ||
108 Q House, 76 Furze Road, Sandyford, Dublin 18, D18 AY29, Ireland | ||
Mitie Facilities Management Limited 5 | 100 | Ordinary (all classes) |
Unit 17, Axis Business Park, Clara Road, Tullamore, Offaly, R35 PK70, Ireland | ||
Clearwater Compliance Limited | 100 | Ordinary |
Jersey | ||
IFC 5, St Helier, JE1 1ST, Jersey | ||
Mitie Engineering Services (Jersey) Limited 6 | 100 | Ordinary |
Kingdom of Saudi Arabia | ||
PO Box 26982, Riyadh, 11595, Kingdom of Saudi Arabia | ||
Interserve Saudi Arabia LLC 2 | 100 | Ordinary |
Netherlands | ||
Javastraat 12, Rotterdam, Netherlands | ||
Mitie Nederland B.V. | 100 | Ordinary |
Ondernemingsweg 25, 1422 DZ, Uithoorn, Netherlands | ||
GBE Converge B.V. | 100 | Ordinary |
Nigeria | ||
235 Ikorodu Road, Ilupeju, Lagos, Nigeria | ||
Source8 Delivery (Nigeria) Limited | 100 | Ordinary |
Norway | ||
Storgata 94, 3182 Horten, Norway | ||
ABC Elektro AS | 100 | Ordinary |
Spain | 100 | Ordinary |
Avenida de Cornellá 140, Planta 6, Puerta 2 (08950) Esplugues de Llobregat, Barcelona, Spain | 100 | Ordinary |
JP Silcom Servicios S.L. | 100 | Ordinary |
Silcom Auxiliares S.L. | 100 | Ordinary |
Visegurity Express S.L. | 100 | Ordinary |
Avenida de Sevilla 8, 03690, Sant Vicent del Raspeig, Alicante, Spain | ||
Mitie Integra Levante S.L. | 100 | Ordinary |
Calle Cala Blanca, Número 15, Polígono Son Fuster, 07009, Palma, Spain | ||
Mitie Integra Baleares S.L. | 100 | Ordinary |
Calle Fernando Beautell, 25, 1 Planta, Polígono Costa Sur, 38009, Santa Cruz de Tenerife, Spain | ||
Bisermax Control S.L. | 100 | Ordinary |
Biservicus Sistemas De Seguridad S.A. | 100 | Ordinary |
Calle Juan Ignacio Luca de Tena, 8, 28027, Madrid, Spain | ||
Mitie Facilities Services S.A. | 100 | Ordinary |
Translimp Contract Services S.A. | 100 | Ordinary |
Calle Luciano Ramos Diaz, 1, Local 2 Despacho 4 – San Cristobal de la Laguna, 38202, Tenerife, Spain | ||
Mitie Integra Canarias S.L. | 100 | Ordinary |
Calle Metalurgia, 8,Planta 2 Puerta A, 47610 Zaratán, Valladolid, Spain | ||
Fundación Mitie | 100 | Ordinary |
Calle San Miguel 25, Bajo 1, Azuqueca de Henares, 19200, Guadalajara, Spain | ||
Mitie Centro Especial de Empleo S.L. | 100 | Ordinary |
Carretera Santa Creu de Calafell 81, Gava, 08850, Barcelona, Spain | ||
Mitie Integra S.L. | 100 | Ordinary |
Switzerland | ||
Brandschenkestrasse 90, CH-8027, Zurich, Switzerland | ||
Mitie Schweiz GmbH | 100 | Ordinary |
Strategic report
Governance
Financial statements
33. Related undertakings continued
Mitie Group plc
215
Annual Report and Accounts 2026
Aggregate % of |
||
Country/registered address/company |
share class |
Share class |
United Arab Emirates |
||
PO Box 41394, Abu Dhabi, United Arab Emirates |
||
Landmarc Gulf Consultancy Management LLC 2 |
49 |
Ordinary |
Aggregate % of |
||
Country/registered address/company |
share class |
Share class |
United Kingdom |
||
Level 12, The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom |
||
Pride (SERP) Ltd |
100 7 |
A Ordinary |
Kingdom of Saudi Arabia |
||
Unit 6 and 7, Al Amani Center, Anas Bin Malik Road, Building number 2727, Additional number 8114, |
||
Riyadh, Postal Code 133, Kingdom of Saudi Arabia |
||
Interserve Rezayat Company LLC 2 |
50 |
Ordinary |
United States of America |
||
4800 Westfields Boulevard, Suite 400, Chantilly, Virginia, 20151, United States of America |
||
Amentum Mitie Pacific LLC |
30 |
Ordinary |
Aggregate % of |
||
Country/registered address/entity |
share class |
Share class |
United Kingdom |
||
Suite 1, First Floor Coachworks Arcade, Northgate Street, Chester, CH1 2EY, United Kingdom |
||
Chaperhome Ltd |
36.78 8 |
Ordinary A |
Joint operations
Aggregate % |
|
United Kingdom |
|
OneAim 9 |
50 |
1.
These subsidiaries have taken advantage of the audit exemption under Section 479A of the Companies Act 2006 for the period ended 31 March 2026. As such, Mitie Group plc has
provided a guarantee against all debts and liabilities in these subsidiaries as at 31 March 2026.
2. In liquidation as at 31 March 2026.
3. Held directly by the Company.
4. 100% ownership held in Ordinary-A shares. 51% ownership of total share capital, as another party owns the remaining 49%. See Note 34.
5. The Company holds direct minority interest in these subsidiaries.
6. The Company is also tax resident in the United Kingdom.
7.
100% ownership held in A Ordinary shares. 50% ownership of total share capital, as another party owns the remaining 50%.
8. 36.78% ownership held in Ordinary A shares. 29.1% ownership of total share capital due to existence of other share classes and other parties own the remaining 70.9%. Voting rights
are 32.7% as a certain share class is non-voting.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
Mitie Group plc
216
Annual Report and Accounts 2026
The Group has opted to recognise the non-controlling interest in Landmarc at its proportionate share of the acquired identifiable net assets.
The summarised financial information represents the consolidated position of Landmarc and its subsidiaries that would be shown in its consolidated financial
statements prepared in accordance with UK-adopted International Accounting Standards under Group accounting policies before intercompany eliminations.
Summarised statement of total comprehensive income
2026 |
2025 |
|
£m |
£m |
|
Revenue 1 |
216.4 |
206.6 |
Profit for the financial year before Other items |
18.7 |
17.8 |
Other items |
(3.0) |
(3.5) |
Profit for the year |
15.7 |
14.3 |
Other comprehensive income |
0.3 |
0.4 |
Total comprehensive income |
16.0 |
14.7 |
Profit attributable to non-controlling interests after Other items |
7.7 |
7.0 |
Total comprehensive income attributable to non-controlling interests |
7.8 |
7.2 |
Dividends paid to non-controlling interests |
7.2 |
10.1 |
Note:
1.
Included within the revenue for the year ended 31 March 2025 is intercompany revenue at nil margin which was eliminated on consolidation. No such transactions were recorded
during the year ended 31 March 2026.
Summarised statement of financial position
2026 |
2025 |
|
£m |
£m |
|
Non-current assets |
32.6 |
37.6 |
Current assets |
70.1 |
47.2 |
Total assets |
102.7 |
84.8 |
Current liabilities |
(58.6) |
(40.8) |
Non-current liabilities |
(7.0) |
(8.1) |
Total liabilities |
(65.6) |
(48.9) |
Net assets |
37.1 |
35.9 |
Equity shareholders’ funds |
18.9 |
18.3 |
Non-controlling interests |
18.2 |
17.6 |
Total equity |
37.1 |
35.9 |
Summarised statement of cash flows
2026 |
2025 |
|
£m |
£m |
|
Net increase/(decrease) in cash and cash equivalents |
2.6 |
(12.5) |
Notes
2026
£m
2025
£m
Non-current assets
Investments in subsidiaries
4
801.7
661.2
Other receivables
5
–
0.2
Deferred tax assets
6
2.3
11.1
Total non-current assets
804.0
672.5
Current assets
Trade and other receivables
5
257.5
260.4
Current tax receivable
7
7.9
13.1
Cash and cash equivalents
3.2
1.7
Total current assets
268.6
275.2
Total assets
1,072.6
947.7
Current liabilities
Trade and other payables
8
(48.4)
(66.9)
Provisions
9
(5.2)
(5.7)
Total current liabilities
(53.6)
(72.6)
Net current assets
215.0
202.6
Non-current liabilities
Provisions
9
(9.6)
(10.2)
Total non-current liabilities
(9.6)
(10.2)
Total liabilities
(63.2)
(82.8)
Net assets
1,009.4
864.9
Equity
Share capital
10
32.7
31.3
Share premium
10
132.0
132.0
Merger reserve
10
278.1
157.0
Own shares reserve
10
(71.4)
(65.1)
Share-based payments reserve
10
50.6
40.4
Capital redemption reserve
10
6.1
5.3
Retained profits
1
10
581.3
564.0
Total equity
1,009.4
864.9
Note:
1.
The profit for the year ended 31 March 2026 was £146.3m (2025: £238.2m).
The accompanying notes on pages 219 to 222 form an integral part of the financial statements.
The Company financial statements of Mitie Group plc, company registration number SC019230, were approved by the Board of Directors and authorised
for issue on 3 June 2026. They were signed on its behalf by:
Phil Bentley
Simon Kirkpatrick
Chief Executive Officer
Chief Financial Officer
217
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Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2026
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Own shares
reserve
£m
Share-based
payments
reserve
£m
Capital
redemption
reserve
£m
Retained
profits
£m
Total equity
£m
At 1 April 2024
33.3
132.0
157.0
(69.8)
42.1
3.3
482.1
780.0
Profit for the year
–
–
–
–
–
–
238.2
238.2
Total comprehensive income
–
–
–
–
–
–
238.2
238.2
Transactions with owners
Dividends paid
–
–
–
–
–
–
(54.5)
(54.5)
Purchase of own shares
1
–
–
–
(14.6)
–
–
–
(14.6)
Share buybacks
2
(2.0)
–
–
(12.2)
–
2.0
(92.5)
(104.7)
Share-based payments
–
–
–
31.5
(1.7)
–
(10.6)
19.2
Tax on share-based payments
–
–
–
–
–
–
1.3
1.3
Total transactions with owners
(2.0)
–
–
4.7
(1.7)
2.0
(156.3)
(153.3)
At 31 March 2025
31.3
132.0
157.0
(65.1)
40.4
5.3
564.0
864.9
At 1 April 2025
31.3
132.0
157.0
(65.1)
40.4
5.3
564.0
864.9
Profit for the year
–
–
–
–
–
–
146.3
146.3
Total comprehensive income
–
–
–
–
–
–
146.3
146.3
Transactions with owners
Dividends paid
–
–
–
–
–
–
(54.7)
(54.7)
Issue of shares
3
2.2
–
121.1
–
–
–
–
123.3
Purchase of own shares
1
–
–
–
(29.1)
–
–
–
(29.1)
Share buybacks
2
(0.8)
–
–
(7.7)
–
0.8
(55.2)
(62.9)
Share-based payments
–
–
–
30.5
10.2
–
(14.7)
26.0
Tax on share-based payments
–
–
–
–
–
–
(4.4)
(4.4)
Total transactions with owners
1.4
–
121.1
(6.3)
10.2
0.8
(129.0)
(1.8)
At 31 March 2026
32.7
132.0
278.1
(71.4)
50.6
6.1
581.3
1,009.4
Notes:
1.
The Employee Benefit Trust acquired 20.3m (2025: 11.7m) ordinary shares through market purchases for a consideration together with associated fees and stamp duty of £27.5m
(2025: £13.2m) and the Share Incentive Plan Trust acquired 1.1m (2025: 1.1m) shares for a consideration of £1.6m (2025: £1.4m). See Note 26 of the consolidated financial statements.
2. The share buybacks resulted in the purchase of 37.9m ordinary shares (2025: 89.0m), of which 32.9m ordinary shares (2025: 78.9m) were purchased for £55.2m (2025: £92.5m) and
were subsequently cancelled. The remaining 5.0m ordinary shares (2025: 10.1m) were bought into treasury for a total consideration of £7.7m (2025: £12.2m). See Notes 25 and 26 of
the consolidated financial statements.
3. As part of the consideration for the acquisition of Marlowe Limited (formerly Marlowe plc), 86.6m shares were issued with a premium of £121.1m arising (see Note 27 of the
consolidated financial statements). These share issues qualified for merger relief under Section 612 of the Companies Act 2006, such that the premium was credited to the merger
reserve, as it was not required to be credited to the share premium account (see merger reserve in Note 26 of the consolidated financial statements).
218
Mitie Group plc
Annual Report and Accounts 2026
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2026
1. Basis of preparation and material accounting policies
(a) Basis of preparation
Mitie Group plc (the Company) is a public company limited by shares, incorporated in the United Kingdom and registered in Scotland. It was incorporated
on 16 July 1936 under the Companies Act 1929. The Company’s registered office is at 35 Duchess Road, Rutherglen, Glasgow, G73 1AU. The Company’s
financial statements are presented in pounds sterling, which is the Company’s functional and presentational currency. All amounts have been rounded to
the nearest hundred thousand pounds, unless otherwise indicated.
These financial statements were prepared in accordance with Financial Reporting Standard 101 – Reduced Disclosure Framework (FRS 101). In preparing
its financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted International Accounting Standards,
but makes amendments where necessary in order to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.
The Company’s financial statements have been prepared on the historical cost basis and on a going concern basis.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• A cash flow statement and related notes
• The statement of compliance with UK-adopted International Accounting Standards
• The effects of new but not yet effective UK-adopted International Accounting Standards
• Disclosures in respect of capital management
• Disclosures in respect of the compensation of key management personnel
• Disclosures in respect of related party transactions entered into between two or more members of a group, provided that any subsidiary which is a
party to the transaction is wholly owned by such a member
As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect
of the following disclosures:
• IFRS 2 – Share-based Payment in respect of Group settled share-based payments
• Certain disclosures required by IAS 12 – Income Taxes
• Certain disclosures required by IFRS 13 – Fair Value Measurement and the disclosures required by IFRS 7 – Financial Instruments: Disclosures
In accordance with Section 408(3) of the Companies Act 2006, the Company is exempt from the requirement to present its income statement.
There are no new and mandatorily effective standards or amendments in the year that could have a material impact on the financial statements.
(b) Material accounting policies
The material accounting policies and measurement bases adopted are the same as those disclosed in Note 1 of the consolidated financial statements
except as noted below, and have been applied consistently throughout the year and the preceding year, unless stated otherwise.
Investments
Investments in subsidiaries are shown at cost less any impairments. Investments in subsidiaries are reviewed on an ongoing basis for any indication of
impairment and, if any such indication exists, the investment’s recoverable amount is estimated. An impairment loss is recognised in the income statement
whenever the carrying value of an asset exceeds its recoverable amount.
Financial instruments
Intercompany loans are all assessed as being repayable on demand. The impairment assessment of receivables is in accordance with IFRS 9 – Financial
Instruments (IFRS 9).
The Company enters into financial guarantee arrangements to guarantee the indebtedness of other companies within the Group. The financial guarantee
contracts are measured in accordance with IFRS 9.
Taxation
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted at the
statement of financial position date.
Deferred tax is provided in full on temporary differences that result in an obligation at the statement of financial position date to pay more tax, or a right to
pay less tax, at a future date, at rates expected to apply when they crystallise based upon tax rates and legislation that have been enacted or substantively
enacted at the statement of financial position date. Temporary differences arise from the inclusion of items of income and expenditure in tax computations
in periods different from those in which they are included in the financial statements. Deferred tax is not provided on unremitted earnings of subsidiaries,
joint ventures and associates as the Group control the timing of dividend payments and there is no commitment to remit these earnings. Deferred tax assets
are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.
Share-based payments
Details of the Company’s equity-settled share schemes are provided in Note 28 of the consolidated financial statements. The own shares reserve in equity
includes the shares owned by the Employee Benefit Trust (EBT) and treasury shares. The EBT is treated as an extension of the Group and the Company,
where shares are purchased and held in the EBT, the cost of the shares is deducted from the Company’s equity until the shares are cancelled or issued.
When shares are transferred to employees upon exercise of options and awards, the own shares reserve is reduced by the relevant cost or value.
The cost of options and discretionary awards over the Company’s shares granted to employees of the Company’s subsidiaries are accounted for as a
capital contribution within the carrying value of investments in subsidiaries.
219
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 March 2026
1. Basis of preparation and material accounting policies continued
(c) Critical accounting judgements and significant sources of estimation uncertainty
The preparation of the financial statements under FRS 101 requires management to make judgements, estimates and assumptions that affect amounts
recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual results
may differ from these judgements, estimates and assumptions.
There were no critical judgements that had significant effects on the amounts recognised in the financial statements and there were no significant sources
of estimation uncertainty at the statement of financial position date that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities in the next financial year.
2. Staff numbers and costs
There were no persons employed by the Company (including Directors) during the years ended 31 March 2026 and 31 March 2025. Information about the
Directors’ remuneration has been disclosed in Note 6 of the consolidated financial statements.
3. Auditor’s remuneration
The auditor’s remuneration for audit services to the Company has been disclosed in Note 5 of the consolidated financial statements.
4. Investments in subsidiaries
£m
Net book value
At 1 April 2024
652.5
Capital contribution with respect to share-based payments
9.2
Impairment charge for the year
(0.5)
At 31 March 2025
661.2
Capital contribution with respect to share-based payments
17.2
Additions
1
123.3
At 31 March 2026
801.7
Cost
At 1 April 2024
735.0
At 31 March 2025
737.0
At 31 March 2026
877.2
Impairment
At 1 April 2024
82.5
At 31 March 2025
75.8
At 31 March 2026
75.5
Note:
1.
The Company increased its investment in Mitie Treasury Management Limited by £123.3m associated with facilitating the acquisition of Marlowe.
Details of the Company’s subsidiary undertakings have been disclosed in Note 33 of the consolidated financial statements.
The carrying amount of the Company’s investments in subsidiary undertakings has been tested for impairment in accordance with IAS 36 – Impairment
of Assets. The carrying amount was compared to the asset’s recoverable amount and assessed by reference to value-in-use if required. The value-in-use
has been calculated based upon a discounted cash flow methodology using the most recent forecasts prepared by management. These forecasts cover
the next five years with a terminal value using a long-term growth assumption of 2.0% (2025: 2.0%) and are consistent with those used for the Group’s
goodwill impairment assessment.
The key assumptions for the value-in-use calculation are forecast revenue, direct costs, expectations of future changes in the market, operating model and
cost base, and discount rates. The pre-tax discount rates used to assess the forecast cash flows ranged from 10.9% to 11.6%, and include adjustments for
the risks specific to the business being assessed and the market in which it operates.
Reasonably possible changes to the key assumptions would not have resulted in an impairment in the Company’s investments in subsidiary undertakings
(2025: £nil).
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
220
Mitie Group plc
Annual Report and Accounts 2026
5. Trade and other receivables
2026
£m
2025
£m
Amounts owed by subsidiaries
204.8
220.3
Prepayments
9.0
8.7
Other receivables
1
43.7
31.6
Total
257.5
260.6
Current
257.5
260.4
Non-current
–
0.2
Total
257.5
260.6
Note:
1.
Includes £40.6m (2025: £27.2m) of VAT payments on account made on behalf of other Group entities and £0.2m (2025: £0.6m) of VAT owed by tax authorities.
Amounts owed by subsidiaries are generally repayable on demand. The Directors consider that the carrying amount of trade and other receivables
approximates their fair value.
6. Deferred tax assets
Accelerated
capital
allowances
£m
Share
options
£m
Short-term
timing
differences
£m
Total
£m
At 1 April 2024
0.4
8.6
0.4
9.4
Credit to income statement
–
0.3
1.0
1.3
Credit to equity
–
0.4
–
0.4
At 31 March 2025
0.4
9.3
1.4
11.1
(Charge)/credit to income statement
–
(4.9)
0.5
(4.4)
Charge to equity
–
(4.4)
–
(4.4)
At 31 March 2026
0.4
–
1.9
2.3
7. Current tax receivable
As at 31 March 2026, the Company held a current tax receivable of £7.9m (2025: £13.1m), comprising amounts owed by subsidiaries in relation to group
relief of £3.3m (2025: £1.3m), £2.0m (2025: £11.8m) of tax payments made on behalf of other Group entities and £2.6m (2025: £nil) owed by tax authorities.
8. Trade and other payables
2026
£m
2025
£m
Trade payables
3.7
2.7
Amounts owed to subsidiaries
17.3
41.8
Other taxes and social security
8.3
6.3
Accruals
14.0
12.1
Other payables
5.1
4.0
Total
48.4
66.9
Amounts owed to subsidiaries are repayable on demand. The Directors consider that the carrying amount of trade and other payables approximates their
fair value. As at 31 March 2026 there are no amounts owed to subsidiaries relating to interest-bearing loans (2025: £20.7m at 5% per annum).
221
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Strategic report
Governance
Financial statements
9. Provisions
£m
At 1 April 2025
15.9
Additional provisions
0.5
Released to the income statement
(0.2)
Utilised
(1.4)
At 31 March 2026
14.8
Current
5.2
Non-current
9.6
Total
14.8
Provisions are in respect of the insurance reserve. The Company retains a portion of the exposure in relation to insurance policies for employer liabilities,
and motor and fleet liabilities. The provision includes claims incurred but not yet reported and is based on information available at the statement of financial
position date using advice from third-party actuarial experts. The provision is expected to be utilised over five years.
10. Equity
Details of the Company’s share capital, share premium, merger reserve, own shares reserve, share-based payments reserve and capital redemption
reserve have been disclosed in Notes 25 and 26 of the consolidated financial statements. Retained profits comprise the earnings and losses of the
Company less amounts distributed to the Company’s shareholders.
11. Dividends
Dividends recognised have been disclosed in Note 9 of the consolidated financial statements.
12. Contingent liabilities
As disclosed in Note 33 of the consolidated financial statements, certain subsidiaries have taken advantage of the audit exemption under Section 479A of
the Companies Act 2006 for the year ended 31 March 2026. A parent company guarantee has been provided for these companies under Section 479C of
the Companies Act 2006.
13. Share-based payments
The Company has certain equity-settled share schemes as described in Note 28 of the consolidated financial statements.
14. Related party transactions
Details of the related party transactions have been disclosed in Note 31 of the consolidated financial statements.
The Directors are remunerated for their services to the Group as a whole. No remuneration was paid to the Directors specifically in respect of their
services to the Company for the years ended 31 March 2026 or 31 March 2025. Detailed disclosures of Directors’ remuneration and share interests are
given in the Directors’ remuneration report on pages 133 to 148.
Under FRS 101, the Company is exempt from disclosing key management personnel compensation and transactions with other companies wholly owned
by the Group. The Company had no other related party transactions during the year ended 31 March 2026 (2025: £nil).
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
222
Mitie Group plc
Annual Report and Accounts 2026
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (APMS)
The Group presents various Alternative Performance Measures (APMs) as management believes that these are useful for users of the consolidated
financial statements in helping to provide a balanced view of, and relevant information on, the Group’s financial performance.
In assessing its performance, the Group has adopted certain non-statutory measures which, unlike its statutory measures, cannot be derived directly from
its consolidated financial statements. The Group commonly uses the following measures to assess its performance:
Performance before Other items
The Group adjusts the statutory income statement for Other items which, in management’s judgement, need to be disclosed separately by virtue of their
nature, size and incidence in order for users of the consolidated financial statements to obtain a proper understanding of the financial information and the
underlying performance of the business.
The Group separately reports acquisition and disposal costs within Other items. These include the amortisation of acquisition-related intangible
assets, integration costs, employment-linked earnout charges, and gains or losses on business disposals. ‘Other items’ also include cost of restructuring
programmes, impairments of goodwill and acquired intangible assets, charges arising on the exit of pension schemes and other exceptional items.
Further details of these Other items are provided in Note 4.
Operating profit
2026
£m
2025
£m
Operating profit
Statutory measures
151.4
161.6
Adjust for:
Restructuring costs
Note 4
27.2
16.6
Acquisition and disposal costs
Note 4
74.9
43.1
Other exceptional items
Note 4
10.6
12.8
Operating profit before Other items
Performance measures
264.1
234.1
Reconciliations are provided below to show how the Group’s segmental reported results are adjusted to exclude Other items.
Operating profit/(loss)
2026
2025 (restated
1
)
Reported
results
£m
Adjust for:
Other items
(Note 4)
£m
Performance
measures
£m
Reported
results
£m
Adjust for:
Other items
(Note 4)
£m
Performance
measures
£m
Segment
Business Services
172.1
15.0
187.1
171.8
8.6
180.4
Technical Services
114.2
21.7
135.9
94.6
14.5
109.1
Corporate Centre
(134.9)
76.0
(58.9)
(104.8)
49.4
(55.4)
Total Group
151.4
112.7
264.1
161.6
72.5
234.1
Note:
1.
The comparatives for the year ended 31 March 2025 have been restated for the change in composition of reportable segments (See Note 3).
In line with the Group’s measurement of profit from operations before Other items, the Group also presents its basic earnings per share before Other
items. The table below reconciles this to the statutory basic earnings per share.
Earnings per share
2026
pence
2025
pence
Statutory basic earnings per share
Statutory measures
6.6
8.2
Adjust for: Other items per share
7.0
4.5
Basic earnings per share before Other items
Performance measures
13.6
12.7
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Annual Report and Accounts 2026
Strategic report
Governance
Financial statements
Net debt
Net debt is defined as the difference between total borrowings and cash and cash equivalents. It is a measure that provides additional information on the
Group’s financial position. Restricted cash which is subject to constraints on the Group’s ability to utilise these balances, has been excluded from the net
debt measure.
Total financial obligations (TFO) are defined as the Group’s net debt and the net retirement benefit assets/liabilities. TFO represents all debt-like financing
items the Group has made use of at the year end.
A reconciliation from reported figures is presented below:
Net debt
2026
£m
2025
£m
Cash and cash equivalents
Statutory measures
108.9
180.4
Adjust for: restricted cash
Note 20
(5.7)
(4.3)
Financing liabilities
Note 21
(553.4)
(375.1)
Net debt
Performance measures
(450.2)
(199.0)
Net retirement benefit assets
Note 29
15.4
13.9
TFO
Performance measures
(434.8)
(185.1)
The Group uses an average net debt measure as this reflects its financing requirements throughout the year. The Group calculates its average net debt
based on the daily closing figures. This measure showed average daily net debt of £440.2m for the year ended 31 March 2026, compared with £264.0m
for the year ended 31 March 2025.
Free cash flow
Free cash flow is a measure representing the cash that the Group generates after accounting for cash flows to support operations and maintain its capital
assets. It is a measure that provides additional information on the Group’s financial performance as it highlights the cash that is available to the Group after
operating and capital expenditure requirements are met. The table below reconciles net cash generated from operating activities to free cash inflow.
Free cash flow
2026
£m
2025
£m
Net cash generated from operating activities
Statutory measures
246.6
220.0
Add: net increase in restricted cash
Note 20
(1.4)
(0.1)
Interest received
2.5
3.0
Employment-linked earnouts
1
13.0
7.0
Acquisition transaction costs
2
8.3
–
Purchase of property, plant and equipment
Note 13
(33.4)
(24.0)
Purchase of other intangible assets
Note 12
(6.7)
(7.6)
Disposal of property, plant and equipment
0.6
0.6
Disposal of other intangible assets
0.1
–
Capital element of lease rentals paid
Note 23
(67.5)
(56.1)
Free cash inflow
Performance measures
162.1
142.8
Note:
1.
During the year ended 31 March 2026, payments totalling £13.0m (2025: £7.0m) have been made to the former owners of certain acquired businesses with respect to earnout
payments, which are conditional on the owners remaining employed with the Group as well as the underlying performance of the acquired business. The costs related to
performance-based employment-linked earnouts are charged to the consolidated income statement and classified as Other items (see Note 4).
2. During the year ended 31 March 2026, acquisition transaction costs charged to the income statement totalled £9.1m (See Note 4), of which £8.3m have been settled in cash during
the year. Free cash flow has been adjusted to exclude the impact of acquisition transaction costs, reflecting the significant transaction expenses incurred on the acquisition of Marlowe.
The comparative free cash flow for the year ended 31 March 2025 has not been adjusted to reflect £3.6m of acquisition transaction costs, as the amount is immaterial for a prior
year re-presentation.
224
Mitie Group plc
Annual Report and Accounts 2026
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (APMS)
continued
Earnings before interest, tax, depreciation and amortisation
Earnings before interest, tax, depreciation and amortisation (EBITDA) is a measure of the Group’s profitability. EBITDA is measured as profit/(loss) before
tax excluding the impact of net finance costs, Other items, depreciation of property, plant and equipment, amortisation and impairment of non-current
assets and amortisation of contract assets. Other Companies may define EBITDA on a different basis.
EBITDA
2026
£m
2025
£m
Profit before tax
Statutory measures
123.7
145.4
Add: net finance costs
Note 7
27.7
16.2
Operating profit
151.4
161.6
Add: Other items
Note 4
112.7
72.5
Operating profit before Other items
264.1
234.1
Add:
Depreciation of property, plant and equipment
Note 13, 23
85.8
67.9
Amortisation of non-current assets
1
9.2
8.5
Amortisation of contract assets
0.9
0.4
EBITDA
Performance measures
360.0
310.9
Note:
1.
Excludes amounts classified in the consolidated income statement as Other items. See Note 4.
Return on invested capital
Return on invested capital (ROIC) is a measure of how efficiently the Group utilises its invested capital to generate profits. The table below reconciles the
Group’s net assets to invested capital and summarises how the ROIC is derived.
2026
£m
2025
£m
Net assets
Statutory measures
532.5
428.0
Add:
Non-current liabilities
639.6
445.2
Current provisions
Note 18
36.9
37.4
Deduct:
Cash and cash equivalents
Note 20
(108.9)
(180.4)
Invested capital
Performance measures
1,100.1
730.2
Operating profit before Other items
264.1
234.1
Tax
1
(64.7)
(55.5)
Operating profit before Other items after tax
199.4
178.6
ROIC %
Performance measures
18.1%
24.5%
Notes:
1.
Tax charge has been calculated at the effective tax rate for the year on pre-tax profits before Other items of 24.5% (2025: 23.7%).
225
Mitie Group plc
Annual Report and Accounts 2026
Strategic report
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Financial statements
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Mitie Group plc
Annual Report and Accounts 2026
SHAREHOLDER INFORMATION
Overview
Interim results for H1 FY27
19 November 2026
Dividends
FY26 interim dividend (1.4p paid)
20 February 2026
FY26 final dividend (3.1p proposed)
– Ex-dividend date
16 July 2026
– Record date
17 July 2026
– Last date for receipt/revocation of Dividend
Re-investment Plan (DRIP) mandate
3 August 2026
– Payment date
27 August 2026
Annual General Meeting
2026 Annual General Meeting
21 July 2026
Registered office
Mitie Group plc
35 Duchess Road
Rutherglen
Glasgow
G73 1AU
Telephone: 0117 322 1322
Email: info@mitie.com
Website: www.mitie.com
Registered in Scotland under company number: SC019230
Registrars
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Telephone: +44 (0) 371 664 0300*
* Calls are charged at the standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international rate. Lines are open
9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales.
Mitie online share portal
Mitie has a portal where shareholders can register and can then login to:
• Access information on shareholdings and movements
• Update address details
• View dividend payments received and register bank mandate instructions
• Sell Mitie shares
• Complete an online proxy voting form
• Register for e-communications allowing Mitie to notify shareholders by
email that certain documents are available to view on its website. This will
further reduce Mitie’s carbon footprint as well as reduce costs
If you wish to register, please sign up at: www.mitie-shares.com.
Corporate website
This report can be downloaded in PDF from the Mitie website, which also
contains additional general information about Mitie.
Please visit www.mitie.com.
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Mitie Group plc
Registered Office
35 Duchess Road
Rutherglen
Glasgow
G73 1AU
UK
Head Office
The Shard
Level 12
32 London Bridge Street
London
SE1 9SG
UK
T:
+44 (0) 330 678 0710
E:
info@mitie.com
Registration number: SC019230
More information
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