Annual Report • Dec 12, 2025
Annual Report
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Future plc Annual Report FY 2025







179 Shareholder information

FUTURE operates c.175 brands in diversified verticals, with market leading positions and three monetisation frameworks: advertising, eCommerce affiliate (products and price comparison) and Magazines (subscriptions and newstrade magazine sale). Our content is distributed through a range of formats including websites, email newsletters, videos, magazines, podcasts and live events. The successful execution of our strategy is based on a value-led organisation with a clear purpose:
Future is a data-first platform that monetises high audience engagement powered by technology and enabled by trusted specialist brands with authority.
Future is organised around 3 businesses and 2 main geographies:

B2C
Go.Compare
B2B

US
UK (including RoW)
B2C encompasses over 150 consumer brands in content verticals from tech to gaming, sports, fashion and beauty, homes, entertainment and knowledge.
Brands display their content in a platform-agnostic way including websites, magazines, subscriptions, events.
B2C brands are monetised through advertising (digital and print), eCommerce affiliates, events, newstrade and subscriptions.





Go.Compare is a price comparison website in the UK and an insurance wallet app.
61% of the revenue is generated from car insurance, the remainder from home, travel, van, pet and other insurance products.
Go.Compare is monetised through its website as people switch or renew insurance providers and through RNWL, an insurance wallet app, acquired in March 2025.
100% revenue generated in the UK

B2B monetises its hyper-segmented audience through email newsletters, lead generation, events and webinars for B2B audiences.
B2B audiences are in verticals ranging from enterprise technology to education, financial services, food and beverage.




| FY 2025 | FY 2024 | Var | |
|---|---|---|---|
| Revenue (£m) | 739.2 | 788.2 | (6)% |
| Adjusted EBITDA (£m) | 223.4 | 239.1 | (7)% |
| Adjusted operating profit (£m) | 205.4 | 222.2 | (8)% |
| Adjusted operating profit margin (%) | 28% | 28% | flat |
| Adjusted diluted EPS (p) | 123.0 | 123.9 | (1)% |
| Adjusted Free Cash Flow (£m) | 177.0 | 222.3 | (20)% |
| Statutory results | FY 2025 | FY 2024 | Var |
| Revenue (£m) | 739.2 | 788.2 | (6)% |
| Operating profit (£m) | 121.9 | 133.7 | (9)% |
| Operating profit margin (%) | 16% | 17% | (1)ppt |
| Profit before tax (£m) | 91.9 | 103.2 | (11)% |
| Diluted EPS (p) | 62.1 | 66.8 | (7)% |
1 For all definitions, please refer to the APM glossary on page 173

Delivering on today, whilst building for tomorrow
FY 2025 has been a year of constant change, across global economies as well as our ecosystem. Future's DNA of a growth mindset, agility and track record of innovation positions the Group well to withstand such change and disruption.
Succession is top of mind for our Nomination Committee and the Board regularly reviews our succession pipeline to ensure we nurture internal talent. I was therefore delighted to welcome Kevin Li Ying to the Board on 31 March 2025, following his appointment as CEO of the Company. With his long track record of visionary contributions to the development of Future's strategy over the past twenty years and his deep knowledge of the Group's business models - from our tech stack to our audience and revenue streams – he is perfectly placed to lead the next phase of Future's growth.
FY 2025 was a year of change and macroeconomic challenges. The Group delivered (6)% reported revenue decline of which (3)% was organic the remainder was attributed to adverse foreign exchange and brand closures in B2C and B2B. Notwithstanding the top line performance, the Group continued to invest in growth initiatives, whilst maintaining a tight control over costs, and as a result delivered flat adjusted operating profit margin year-on-year despite top line decline: a testimony of the financial rigour of the Group. Cash generation remained a strong feature of the Group, with £188.3m of cash generated. During the year, the Group returned £99.5m to shareholders through the annual dividend and share buyback programmes.
For more detail on the Financial Review, please go to the section on page 42.
Given the significant and constant technologyled changes across the eco system in which Future operates, we regularly review our strategy to identify changes and pivots that are needed to lean into areas of opportunity and to mitigate risks to our business model. However, our core strategy remains simple and timeless, creating internal alignment to ensure flawless execution and agility.
Our audiences remain the lifeblood of our business model, and central to our purpose. Expert and trusted content is paramount to reach audiences, especially with the rise of AI through generic summarisation and fake news. However, audiences are not static and how they consume and engage with our expert content evolves. Consequently, it is important to remain platform-agnostic and to produce content in whatever form users require.
In a disruptive industry, driving revenue from our audiences requires diversification which, in turn, delivers sustainability and relevance: the way we make money today is not the same as ten years ago and won't be the same in ten years' time. We must continue to create new revenue streams from new audiences and new revenue that does not require audience through leveraging our innovative mindset, creating new products, targeting growing adjacencies and new market opportunities (such as AI).
During the year, the Group has made strong strategic progress and established a clear product and initiatives roadmap to build Future growth. This was showcased to investors and analysts at an investor webinar in September 2025. We will closely monitor these inititaives to ensure that they are driving value and fostering growth, and where relevant are creating the platform amplification effect through replication across the Group.
In an ever-changing environment, we must also ensure that the portfolio we operate is fit for purpose, poised for growth and/or cash generative. We are unemotional about the assets that we own and focused on creating value for stakeholders. Our portfolio is regularly reviewed against criteria including growth profile, profitability, cash generation, and strategic opportunities. Assets that are no longer fit for purpose are closed or disposed of.
For more detail on the strategy, please go to the section on page 11.
Our capital allocation framework is focused on five priorities (organic growth, bolt-ons, strategic M&A, dividend and return to shareholders), the order of which is continuously reviewed by the Board in light of market conditions to ensure we maximise returns.
Given current conditions, strategic acquisitions are challenging and therefore are not an immediate priority. During the year, the Group added skills and capabilities through two bolt-ons, one for B2C and one for Go. Compare. We believe these bolt-ons will fast



track our growth initiatives in audience engagement. The Group is making good progress on delivering value from these acquisitions.
During the year, following careful assessment, the Board concluded that shareholder returns through dividend and share buybacks continued to be the optimal use of cash.
In addition, the Board reviewed our dividend policy. In light of market conditions and the Group's strong cash generation ability, the Board is proposing to increase its dividend to 17p per share, reflecting the Board's confidence in the Group long-term trajectory and the commitment to deliver returns to shareholders in addition to the new share buyback of £30m approved by the Board on 3 December 2025.
For more detail on our capital allocation, please go to the section on page 12.
Acting as a responsible business is at the core of our values, and we seek to create a culture which nurtures talent across the whole organisation. During the year, engagement with Future's corporate sustainability and ESG strategy jumped by 24 ppt, reflecting growing awareness and support among employees. This is a result of the ongoing work we are doing to reduce our carbon emissions and the carbon literacy training we have delivered, and our commitment to inclusion through the launch of our first three employee networks.
For more information, please go to our Responsibility section on page 20.
Today, we have also announced that I will be stepping down from my role as Chair with effect from the conclusion of the Annual General Meeting in February 2026. I joined the Board in December 2017, taking up the role of Chair in February 2018.
I'm delighted that, following a thorough process, the Board has selected Mark Brooker, currently the Company's Senior Independent Director and Chair of the Remuneration Committee, to take on the role of Chair once I step down in February. Mark has been on the Board since October 2020 and his knowledge of the business, and data and platform businesses more

widely, will be of real value. At the same time, Alan Newman will take on the role of Senior Independent Director and Angela Seymour-Jackson will become Chair of the Remuneration Committee.
The Board D&I Policy, adopted in 2023 was reviewed in September 2025. Whilst the policy is still fit for purpose, we had not achieved all the objectives we set ourselves as a Board by the dates we originally set and we have therefore extended some of those dates. The Board remains fully committed to meeting its own diversity targets and has asked Spencer Stuart to consider and advise the Nomination Committee on priorities for ongoing refreshment of the Board over the next two to three years, in order to ensure that it has the skills, expertise and capabilities it needs to support Future's strategic direction and continued evolution. Diversity of the Board will be a key consideration of this activity. As a consequence, we have updated our Board D&I Policy to reflect the fact that we will aim to achieve the first and second objectives of the policy by the end of 2026.
For more information about our Board, please go to the Governance section on page 74.
Whilst the current macroeconomic conditions continue to be challenging for consumers and businesses, I am confident that Future's resilient and agile business model, powered by innovation, has the ability to come out of this cycle stronger.
We are already building capabilities to capitalise on future opportunities through the strength of our brands, the quality of our content, and the innovation and data that will drive new products. This is all whilst maintaining the Group's strong financial characteristics of healthy margin and high cash conversion and deploying our capital
optimally to enhance value creation.
I have greatly enjoyed my time as Chair, supporting the leadership team as they have shaped the Group to best position it for the next chapter of its story. Future is a fantastic business, filled with talented teams across the organization and, with Mark bringing new expertise and experience as Chair, I am confident the Group will deliver long-term value for stakeholders.
To conclude, I would like to thank all my Future colleagues, past and present and in every part of the business, for their hard work, professionalism, commitment and passion for the Future cause during my time on the Board, as well as shareholders for their continued and valuable support.
With best wishes Richard
Richard Huntingford,
Chair
3 December 2025
10 Future plc

gamesradar+

tom's guide

woman&home

Ideal Home


COUNTRY LIFE
GO.COMPARE

LIVESCI=NCE


Our strategy is simple, creating internal alignment to ensure flawless execution and agility, allowing us to pivot and lean into areas of opportunity in an ever changing ecosystem: it is timeless. Our strategy is broken down into three objectives:

(Reach & attract)
Our audiences are the lifeblood of our business model, central to our purpose. Our business is a function of audience and monetisation, so attracting audiences is essential to drive sustainable growth.
Expert and trusted content is paramount to reach audiences. Especially with the rise of AI through generic summarisation and fake news, producing quality, expert and trustworthy content is of the utmost importance. This is also how we reinforce the quality of our brands, making them go-to for their area of expertise, making them influential across platforms including on large language models (LLMs).
Audience diversification: audiences are not static. How they consume and engage with our expert content evolves. As a result it is paramount to remain platform-agnostic and produce content in whichever form users would like to consume. This is about understanding the users, and providing them with a valuable proposition, which is why we continually look at ways to diversify our audience sources to ensure sustainability.
Audience reach is measured by adding all our sources of audience: Online sessions + average subscriptions (weekly and monthly) in the month + monthly average newstrade circulation + monthly average Apple News users + social followers + event attendees for the year + monthly newsletter subscribers end of year. See page 16 for the track record. Audience engagement is measured through page views per sessions.
Audience diversification is measured by online sessions as a % of total audience and SEO % of source of online sessions.

(Diversify & grow)
In a disruptive industry, diversification is a synonym for sustainability and relevance: the way we make money today is not the same as ten years ago and won't be the same in ten years time. We must continue to create new revenue streams from new audiences and new revenue that does not require audience.
By leveraging our innovative mindset, creating new products, targeting growing adjacencies and market opportunities such as artificial intelligence (AI).
This section is likely to evolve as new products and or revenue streams emerge. % direct advertising out of total advertising
Subscriptions revenue performance Non-car insurance revenue Net new B2B clients

(Optimise)
In an ever-changing environment, we ensure that the portfolio we operate is fit for purpose, poised for growth and/or cash generative. We are unemotional about the assets that we own and therefore focused on creating value for stakeholders.
Our portfolio is regularly reviewed against criteria including growth profile, profitability, cash generation, and strategic opportunities. Assets that are no longer fit for purpose are closed.
Additionally, and in line with our capital allocation (see more on this on page 12), we aim to accelerate our strategic initiatives through acquisitions. We assess these against strict financial hurdles to ensure the strategic fit is matched with financial metrics.
Revenue growth Number of acquisitions completed

SmartBrief, part of Future B2B, launched Ad Genie, a proprietary AI-powered creative generation tool designed to help advertisers and agencies significantly boost the performance of their B2B campaigns. Leveraging insights from millions of B2B email advertisements delivered annually, Ad Genie is purpose-built for B2B marketing performance and enables the rapid creation of alternate versions of existing native creatives. Each iteration of the language model incorporates the latest trends, ensuring advertisers benefit from continuous improvements. This allows marketers to test, optimize, and scale campaigns with unprecedented efficiency.


The global creator economy is estimated to be worth approximately \$250bn today, and is predicted it could be nearly double that by 2027. We are moving to capture that value instead of competing with it through the launch of Collab.
We have something that all the creators want: trusted brands, with reach, that are valued by creators as a tool to raise their profile, credibility and reach and a strong tech stack with diverse monetisation routes (ad stack, our eCommerce engine and our digital subscription capabilities). Collab provides vetted content creators with the tools to publish multi-media content through our CMS, supported by our full monetisation capabilities .
Collab is currently live on a number of brands such as Marie Claire, WhoWhatWear, Kiplinger, Ideal Homes, PC Gamer, etc.
Organic Investment (capex ~3% of revenue)
Bolt-ons Vertical Leadership Technology & Product Skill & Capability
Strategic M&A Continuous review and will remain opportunistic
Dividends Annual progressive dividend
Share buybacks The Group will return excess free cash to shareholders
Maintain strong balance sheet with floor leverage of 1x
The diagram above depicts our capital allocation framework, showing the hierarchy of priorities we consider to deploy our capital. We review this regularly to ensure it remains appropriate in current market conditions.
First, the Group is highly cash generative with ~95% of adjusted free cash flow conversion to adjusted operating profit.
Future adopts a disciplined and rigorous approach to bolt-on acquisitions and will only pursue an acquisition where there is
a compelling rationale, i.e. the acquisition has to offer either (1) diversification across new verticals, (2) new products, or (3) new technology, skills or capabilities.

It all starts with our DNA: this is how we do things, it's at the core of how we operate.
The Group has been built over the years by leveraging and perfecting its assets
The combination of our DNA and our assets creates products and content that support the delivery of our strategic pillars.
By executing on our strategy we drive the platform effect. The Platform Effect is about value creation where 1+1= 3 or 4.
The Platform Effect (in the diagram below) is all about driving audiences and using our tech stack to monetise it effectively, through new products, creating scale and operating leverage, capturing data along the way, reinforcing the value of our audience and products, creating a flywheel.



I continue to be impressed by the talent we have, the quality of our brands, the scalability of our tech and the opportunities we can capitalise on
Before answering the question and on behalf of the Board, I would like to extend our thanks to Richard for his leadership over the past eight years. Richard has brought a wealth of knowledge, oversight and dedication to the Group. I'm delighted that Mark will take on the role of Chair. His knowledge of the business, and data and platform businesses more widely, will be of real value.
Back to your question, I want to start by saying how honoured I am to be CEO for Future - a Group I have worked for 20 years. I continue to be impressed by the talent we have, the quality of our brands, the scalability of our tech and the opportunities we can capitalise on.
I think it is more about bringing in my way of working rather than wholesale changes. What was imperative for me when I took on the role, was to roll out my governance framework: this is key for accountability, pace, cadence of meetings and deliverables. In other words this is my way of running the Group and ensuring we are laser-focused on execution.
After 20 years at Future, I am leveraging my knowledge of the Group to drive strategic initiatives. It is all about innovation through data and products and achieving that innovation at pace - speed matters in an
ever-changing environment.
I have been CEO for the last six months of the financial year. The macroeconomic backdrop has not been easy, but this is the same for all. So I have leaned into my strengths of being a strong operator with tech expertise: it is about delivering on today whilst building for tomorrow.
Being in organic decline is disappointing, but we have made difficult decisions during the year to better position the portfolio and I am very pleased with the strategic roadmap we have: it is starting to show greenshoots. We have been rigorous on costs whilst investing for growth and it is pleasing to see margin being flat year-on-year despite top line decline. We continue to generate good cash as well which has been spent wisely by completing two bolt-on acquisitions - which have been very additive to the Group - and returning £99.5m to shareholders.
Some might think that the biggest challenge is macro - the macro environment can be a tailwind or a headwind, but it's outside our control. My philosophy is to focus on what we can control instead.
The biggest challenge for me is pace, it always has been. Our ecosystem is moving faster than ever and remaining relevant requires pace and agility.
It's hard to say what the biggest opportunity is, there are so many from leveraging our brands, to creating new routes of monetisation. Where I stand today, leveraging our rich first-party data is the biggest opportunity: we have an extensive amount of data from Go.Compare and from customer behaviours on our sites.
Platforms display four characteristics: 1. they are connectors: we use our brands and content to connect with our audience or customers. 2. they are scalable: at Future we have a unique and proprietary tech stack, centers of excellence that are leveraged across brands and revenue streams, effective back office functions. 3. They are data-driven: we have billions of rich, valuable, first-party data points that we are not leveraging as much as we should but we are on it. 4. the platform effect: this is about value creation, making 1



and 1 adding to 3, doing things once and applying it across the Group. I strongly believe platforms are valuable because of the last point and how they create sustainable value.
It's the genesis of the Group, its raison d'être. This is also the reason why we have a 40-year history, why the Group has reinvented itself over time. Importantly, our past combined with our DNA is the reason to believe that the Group will remain relevant in the years to come.
Additionally, this is how as a Group we all behave, innovation drives us, it creates the glue between our people.
Of course, as the former CTO, I do have a bias towards tech and innovation - which is a good thing! I like products and innovation for two reasons. First, it creates new revenue streams or improves the effectiveness of existing revenue streams, aligned to our strategic pillar of monetisation. Second, our tech and products are scalable: we create something once and apply it across our portfolio, creating operating leverage. These factors are how we create our future.
In terms of output, very simply put: revenue growth. However, not any revenue growth, sustainable and profitable growth, accompanied by engaged, talented people that deliver on today whilst building for tomorrow. And all the while maintaining our financial characteristics of high margin and cash conversion.
Three things: 1. Do the basics well, to drive efficiency; 2. Build our future through leveraging data, new products and innovation to deliver current and future growth and 3. Execute flawlessly.
Kevin Li Ying Chiel Executive Officer
3 December 2025






Sustainable and profitable growth, accompanied by engaged, talented people that deliver on today whilst building for tomorrow
Our strategy is measured by a set of financial and non-financial KPIs. For all definitions, please refer to the APM glossary on page 173.

Overall audience declined by (6)% in the year driven by a decline in on-platform sessions. We changed our on-platform measure from online users to online sessions in FY 2024. Online sessions+ average subscriptions (weekly and monthly) in the month + monthly average newstrade circulation + average monthly Apple News users + social followers + event attendees for the year + monthly newsletter subscribers end of year.

Revenue was down (6)% in FY 2025, with (3)% organic decline combined with unfavourable foreign exchange translation and portfolio change. On a CAGR basis, revenue has grown by +5% since FY 2021.

Organic revenue decreased by (3)% in FY 2025 mainly driven by decline in B2C Media combined with Go.Compare and B2B. Average organic growth between FY 2021 and FY 2025 was +3%

Operating profit of £121.9m declined by (9)% due to the impact of the revenue decline combined with inflation on our cost base and adverse foreign exchange translation. On a CAGR basis, operating profit has grown by +1%, since FY 2021.

Adjusted EBITDA decline of (7)% due to investment to support future growth combined with inflation on our cost base and adverse foreign exchange translation. On a CAGR basis, adjusted EBITDA has increased by +1% since FY 2021.


Adjusted diluted EPS declined by (1)% in the year driven by operating profit, partially offset by the favourable impact of the execution of share buyback programmes. On a CAGR basis, adjusted diluted EPS has declined by (2)% since FY 2020.

Strong cash generation is a feature of the Group, Adjusted FCF of £177.0m represents 86% of adjusted operating profit (FY 2024: 100%). FY 2025 performance has been impacted by one-off tax payment combined with the payment of the prior year bonus. Excluding these, conversion was 96%.

Our strong cash generation enables a strong balance sheet with high returns to shareholders, having returned £99.5m to shareholders in FY 2025. Leverage at September 2025 was 1.3x (FY 2024: 1.1x) with net debt excluding lease liability of £276.4m (FY 2024: £256.5m)

Employee engagement is an important metric for the Group as our biggest assets are our people and having an engaged workforce is paramount. In FY 2025, we have improved our engagement score by +90bps to 74.4% (FY 2024: 73.5%).


| FY2025 | FY2024 | Organic Change (%) |
|
|---|---|---|---|
| Digital ads & other media (£m) | 169.5 | 183.5 | (3)% |
| eCommerce (£m) | 76.7 | 83.9 | (6)% |
| MEDIA (£m) | 246.2 | 267.4 | (4)% |
| Subscriptions (£m) | 122.2 | 129.0 | (2)% |
| Other magazines (£m) | 125.0 | 126.7 | +2% |
| MAGAZINES (£m) | 247.2 | 255.7 | flat |
| REVENUE (£m) | 493.4 | 523.1 | (2)% |
| FY2025 | FY2024 | Change (%) | |
|---|---|---|---|
| Online sessions (m) | 317 | 353 | (10)% |
| Social followers (m) | 223 | 221 | +1% |
| Subscribers (m) | 1.6 | 1.7 | (6)% |
| Digital revenue per session (£/'000) | 690 | 676 | +2% |
| % direct digital ads of total digital ads |
68% | 65% | +3ppt |
| Subscription revenue performance (£m) |
122.2 | 129.0 | (2)% organic |
| FY2025 | FY2024 | Change (%) | |
|---|---|---|---|
| Revenue (£m) | 493.4 | 523.1 | (6)% |
| Gross contribution (£m) | 365.6 | 383.0 | (5)% |
| Gross contribution (%) | 74% | 73% | +1ppt |
| SME & overheads (£m) | 237.1 | 244.6 | +3% |
| EBITDA (£m) | 128.5 | 138.4 | (7)% |
| EBITDA (%) | 26% | 26% | flat |
Annual Report and Accounts 2025 Strategic Report 19



| FY2025 | FY2024 | Change (%) | |
|---|---|---|---|
| Car insurance revenue (£m) | 117.6 | 130.1 | (10)% |
| Non-car insurance revenue (£m) | 74.2 | 72.6 | +3% |
| Revenue (£m) | 191.8 | 202.7 | (5)% |
| Gross contribution (£m) | 129.8 | 130.6 | (1)% |
| Gross contribution (%) | 68% | 64% | +4ppt |
| SME & overheads (£m) | 49.4 | 46.6 | (6)% |
| EBITDA (£m) | 80.4 | 84.0 | (4)% |
| EBITDA (%) | 42% | 41% | +1ppt |
| FY2025 | FY2024 | Change (%) | |
|---|---|---|---|
| Car quotes (m) | 16.3 | 19.8 | (18)% |
| Non-car insurance revenue (£m) | 74.2 | 72.6 | +3% |


| FY2025 | FY2024 | Change (%) | |
|---|---|---|---|
| Digital advertising (£m) | 32.0 | 36.2 | (9)% organic |
| Other revenue (£m) | 22.0 | 26.1 | (10)% organic |
| Revenue (£m) | 54.0 | 62.4 | (9)% organic |
| Gross contribution (£m) | 43.3 | 49.1 | (12)% |
| Gross contribution (%) | 80% | 79% | +1ppt |
| SME & overheads (£m) | 28.8 | 32.4 | +11% |
| EBITDA (£m) | 14.5 | 16.7 | (13)% |
| EBITDA (%) | 27% | 27% | flat |
| FY2025 | FY2024 | Change (%) | |
|---|---|---|---|
| Email newsletter subscribers (m) | 6.0m | 6.3m | (5)% |
| Number of webinars | 528 | 512 | +3% |
| Net new clients | (137) | (11) | n/a |
20 Future plc
21 Our Future, Our Responsibility
34 Non-financial and sustainability information statement
36 How we engage with our stakeholders
40 Section 172(1) Statement






business, driven by our clear purpose, values and culture.
At Future, we operate as a responsible
Our corporate strategy is formulated to drive both returns and sustainability for the long term; as a consequence, Environment, Social and Governance (ESG) is always at the heart of what we do.
We are committed to using our scale and reach to make a positive societal impact and inspire change, in line with our purpose. We also aim to play our part in building a sustainable future for all our communities and our planet.
Our Responsibility Strategy, titled 'Our Future, Our Responsibility', is centred around four pillars that we know are important to our employees and audiences: climate, culture, community and content.
While we are driven by the desire for actions that make a difference, we are mindful of the importance of accountability and transparency, as well as the benefits a framework can provide in this regard. We adopted the UN's Sustainable Development Goals (SDGs) as a guide for our objectives, and in FY 2024, we signed the UN's SDG Publishers Compact as part of our aspiration to act as champions of the UN SDGs. As signatories to the SDG Publishers Compact, we are committed to publicly stating our policies and targets regarding climate action (SDG 13), as well as actively creating and promoting content that advocates for themes represented by the SDGs, such as equality and sustainability.
We have also signed the Professional Publishers Association (PPA) Action Net Zero Pathway, which focuses on reducing emissions from our own operations, influencing our value chain through quantifying supply chain emissions and the creation of content that drives behavior change, and promoting genuine and impactful sustainable solutions with the intention of beating the rise of greenwashing. Due to our considerable presence in the Events Industry, we are also signatories of the Net Zero Carbon Pledge for the Events Industry, through which we have committed to publishing our organisation's pathway to net zero, measuring our Scope 1-3 emissions according to best practice, collaborating with suppliers to drive change across our value chain, and reporting on our progress at least every other year.
This year, we signed the Responsible Media Forum's Media Climate Pact, commiting to
maintaining science-based targets aligned with climate science, and to helping drive behaviour change towards climate-friendly lifestyles through our content.
In this section, you will find a description of our Responsibility Strategy and a deep dive on each of the four pillars, to report on what we have achieved in FY 2025 and our objectives for FY 2026. You will also find our update on S172, our carbon efficiency reporting and our non-financial and sustainability information statement.
Ensuring governance of our Responsibility Strategy is critical. Consequently, we created a new Board Committee in 2021, with the mandate to ensure board-level oversight of our Responsibility Strategy, monitoring, and approving the output. The Audit and Risk Committee has oversight of all ESG financial disclosures and works in tandem with the Responsibility Committee.
| Members | Since |
|---|---|
| Ivana Kirkbride | 2024 |
| Meredith Amdur | 2021 |
| Angela Seymour-Jackson | 2021 |
| Sharjeel Suleman | 2025 |
| Kevin Li Ying | 2025 |
The Responsibility Committee supports the Board in the oversight of our Responsibility Strategy:
The 'Our Future, Our Responsibility' Strategy is organised into the following pillars to enhance the efficiency of our working groups and ensure our strategy is clear and precise.

We are committed to making a positive impact and inspiring change - playing our part in building a sustainable future for our planet.
Our priorities are to reduce our carbon emissions across the business, avoid the use of single-use plastics, minimise waste and influence partners within our supply chain to reduce their carbon emissions where possible.

We invest in our employee experience, championing Diversity, Equity & Inclusion (DE&I) and creating development opportunities for all.
This pillar focuses on implementing our DE&I strategy, providing learning and development opportunities, employee well-being, and acting on feedback from our Annual Employee Engagement Survey.

It's important to us that the effects we have on our local communities are positive and that we build meaningful connections with local charities and educational institutions.
This pillar is the home for our Charity & Social Impact strategy, and consequently any fundraising initiatives spearheaded by the brilliant community teams across our organisation.

Leading with purpose, we drive change for the better and support our editorial teams to produce responsible content for their diverse audiences.
This pillar brings together senior colleagues from across our editorial function, who drive forward sustainability initiatives within our brands and champion best practices.
Our core values are the principles that help shape our organisational culture, attract the right talent, guide decision-making, and foster long-term success by creating a strong and positive identity for the Company.
| Passionate | We are passionate about our brands and serving our audiences, partners and communities. |
|---|---|
| Resourceful | We find ways to figure things out and solve problems with skill and creativity. |
| Collaborative | We are one team and foster a supportive culture where open communication, debate and teamwork are paramount. |
| Results Driven | We are focused on hitting our goals, delivering on promises, and are relentless in the pursuit of success. |
| Innovative | We aspire to be thought-leaders, constantly challenging the status quo of our industry, and embracing experimentation to find better ways of doing things. |
We are committed to making a positive impact and inspiring change


At Future, we are committed to delivering a sustainable, transparent and well-governed business. We are principled and transparent in reducing our own impacts and behaving ethically.
There are many ways we ensure our business is sustainable, from responsibly sourcing paper to our responsible travel policies, and we also have brands at the forefront of the sustainability narrative. You can find more information on the importance of sustainability within Future content on page 33.
Future is committed to reducing our overall greenhouse gas (GHG) emissions by 42% by FY 2030, and by 90% by 2050, across Scopes 1, 2 and 3. Progress against these targets is measured compared to our baseline emissions data associated with FY 2022.
Our short and long term greenhouse gas (GHG) emission reduction targets have been developed with reference to the Science-based Targets initiative (SBTi) Corporate Net-Zero Standard. This standard defines corporate net-zero as 'reducing Scope 1, 2 and 3 emissions to zero or a residual level consistent with reaching net zero emissions at the global or sector level, in eligible 1.5°C-aligned pathways', and 'permanently neutralising any residual emissions at the net zero target year, and any GHG emissions released into the atmosphere thereafter'. In light of the draft SBTi Corporate Net Zero Standard update released in March 2025, Future has chosen to delay submitting its current targets for validation. While the core framework is
unchanged, requirements relating to when targets must be refreshed following structural changes and/or as part of an ongoing validation cycle are still awaiting confirmation. Our focus remains on achieving real emission reductions while the final standard is completed.
Following the establishment of our Climate Pillar Working Group and the development of a foundational carbon reduction pathway in FY 2024, the working group has prioritised three key areas of focus this year:
In FY 2023, we began partnering with Scope3, a specialist technology platform that enables detailed and accurate analysis of greenhouse gas (GHG) emissions across the lifecycle of digital advertising. This collaboration provided us with greater visibility into the emissions generated by our digital media activity and helped identify areas for targeted reduction. Based on these insights, we implemented a series of measures to reduce our digital
These changes led to a 36% year-on-year reduction in emissions from our digital operations between FY 2022 (58,578 tCO2e) and FY 2023 (37,616 tCO2e). We are thrilled to report a further reduction of 76% year-on-year between FY 2023 and FY 2024 (9,074 tCO2e). Note that our value chain emissions are reported one year in arrears. This achievement underscores the effectiveness of our continued optimisation efforts between FY 2023 and FY 2024.
A significant initiative in FY 2025 has been the rollout of Advisor, our proprietary in-house recommendations solution, which has replaced a third-party solution. The introduction of Advisor has eliminated the need for URL-level crawling tools used to collect audience engagement data, such as clicks and impressions. This process previously required high energy usage. The full emissions impact will be reported with our FY 2025 Scope 3 data in next year's annual report.
Paper is the largest raw material we use as a group: we're committed to ensuring our consumption remains ethically and environmentally responsible. Our paper is sourced and produced from sustainable, managed forests, conforming to strict environmental and socio-economic standards. Our paper mills and paper merchants all hold full FSC (Forest Stewardship Council) certification and accreditation, showing our commitment to sourcing paper supplies from sustainable sources.
At Future, we always look to avoid the use of single-use plastic in our packaging: our UK subscription copies are all mailed in paper wrap, along with the majority of promotional packs, to the retail newstand. Future is compliant with obligations set out under the Producer Responsibility Obligations (Packaging Waste) Regulations. We conduct an annual packaging waste audit to declare our packaging waste volumes and offset them by purchasing Packaging Waste Recovery Notes. Recycling logos are also included on the
24 Future plc
wrapping of our products, displaying the latest information available on the recyclability of the wrappers and directing customers to recycle the bags at local supermarkets.
All of our offices have clearly defined communal waste and recycling areas. Our in-office signage for employees ensures we all play an active part in recycling. We have separate general waste, mixed recycling and food waste bins in all of our offices. We work with our waste provider to complete quarterly reporting, which helps trace waste usage more efficiently and monitor progress on reducing waste that is sent to landfill. The data below refers only to recycling and waste from our offices. Any waste generated throughout our value chain is included in the Category 5 (Waste) section of our Scope 3 report (page 26).
| FY 2022 | FY 2023 | FY 2024 | FY 2025 | |
|---|---|---|---|---|
| Total waste (tonnes per year) |
32 | 24 | 17.64 | 16.63 |
| Total recycled (tonnes per year) |
21 (65.63%) |
15.8 (65.83%) |
10.99 (62.3%) |
10.03 (60.32%) |
| Locations | 3 PY | 3 PY | 4 PY | 3 PY |
The Group is strongly incentivised to minimise the number of unsold magazines, and we employ sophisticated techniques to help achieve this.
In FY 2024, we launched our proprietary forecasting technology, APEX. This gives us precise visibility of volumes sold by store, with each store receiving a bespoke allocation by brand based on the national sales forecast and their sales history by issue. APEX has facilitated an improvement in the quality of our allocations and, consequently, allowed us to reduce Future's environmental impact from waste in the following two ways:
In FY 2024, we were able to save 9 million copies (across Future's own brands and Marketforce's external client brands) from becoming unsold waste. We are pleased to report that within FY 2025, there were
approximately 2.5 million less unsolds compared to FY24 and the overall efficiency levels were the highest achieved.
Furthermore, in the UK, we support the PPA's (Professional Publishers Association) voluntary Recycling Deal with the British Government, encouraging readers to recycle their magazines after use. We are full members of the OPRL (On-Pack-Recycling-Label) Scheme, which provides complete access to and use of correct recycling labelling, instructing consumers on how to recycle or dispose of our magazines and packaging responsibly.
As Scope 3 emissions account for nearly 100% of our total carbon footprint, engaging our suppliers on environmental performance is a critical part of Future's path to Net Zero. This year, we introduced a supplier maturity matrix to assess and support supplier progress across three key areas:
We distributed a tailored assessment form to a targeted group of suppliers, prioritised based on total spend and their relevance to highimpact business areas, such as print production and distribution.
Using the responses, we mapped suppliers onto our maturity matrix to gain a clearer understanding of their current position. This process allowed us to identify those requiring additional support and engagement to accelerate their climate journey. Looking ahead to FY 2026, our key priorities include:
This year, a key focus has been on embedding sustainability into Future's organisational
culture - an essential step toward achieving our emissions reduction targets. Our Talent Development and ESG teams collaborated and developed a bespoke Carbon Literacy Training programme, accredited by the Carbon Literacy Project and explicitly tailored to our industry and operations. We are proud to report that, as of September 2025, all members of our Board, Executive Leadership Team, along with over 80% of our Senior Leadership Team, have completed their Carbon Literacy training and been personally certified as carbon literate.
The training provides employees with a foundational understanding of climate science, relevant international and local climate policy, and a comprehensive overview of Future's own environmental commitments. To gain their own personal certification, participants are required to commit to two climate-related actions: one individual action and one group-based action to be implemented collaboratively within their teams.
The impact of this programme has been more than encouraging. We are already seeing sustainability become more deeply embedded in day-to-day decision-making across the business. Within our IT & Technology team, we have now committed to transitioning all new laptop shipments from air freight to sea freight - an initiative expected to reduce emissions by an estimated 39 tonnes of CO2e annually.
Additionally, as a result of the training, employees from Marketforce and Production have established a quarterly sustainability forum to facilitate idea-sharing, monitor emissions data, and map key suppliers against our environmental targets - further embedding climate consciousness into operational processes.
Enhancing communication around our ESG strategy has been a key focus this year. This has included the rollout of our Carbon Literacy Training, the distribution of quarterly newsletters highlighting our sustainability initiatives, and company-wide Town Hall presentations led by our Director of ESG. We are pleased to report that in the FY 2025 Annual Engagement Survey, the score with the most significant year-on-year improvement was employees' perception of Future's commitment to reducing its environmental impact, rising by 24 ppt.
This report is produced in accordance with the Companies Act 2006 (Strategic Report and Directors' Report), the 2013 Regulations, and
Annual Report and Accounts 2025 Corporate Responsibility 25
the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
Our reporting for FY 2025 covers our UK, US and Australian entities: Future Publishing Limited, Future US, and Mozo Pty Limited.
This year, we have switched business energy consultants and consequently enhanced our methodology for reporting Scope 1 and 2 emissions. In previous reporting years, our disclosures were developed with reference to the Environmental Reporting Guidelines, with GHG emission factors sourced and applied from BEIS conversion factors. The equivalent reports on US properties used regional factors provided by the United States Environmental Protection Agency. For Australia, we used the CO2e factors provided by the Government of Australia, and sourced from carbonfootprint. com for different regions.
For the current reporting period, Government Emissions Factor Database 2025 version 1.0 has been used, utilising the published kWh gross Calorific Value (CV) and kgCO2e emission factors relevant for the reporting period.
Our Scope 1 and 2 report also covers our market-based electricity emissions across the UK, USA and Australia. Emissions have been calculated using supplier-specific factors, with the emission factors being sourced from suppliers' fuel mix disclosures or official national greenhouse gas reporting publications.
As a group with only office-based activities and no manufacturing activities, our emissions fall under the GHG Protocol Corporate Standard as Scope 1 (combustion of fuel) and Scope 2 (purchase of electricity).
A total of 0.37% of consumption data used for our Streamlined Energy and Carbon Reporting (SECR) report, has been estimated to achieve 100% data coverage. Estimations were undertaken to cover missing billing periods for properties directly invoiced to Future Publishing Limited. These were calculated on a KWh/day pro-rata basis at the metre level for 1 gas supply, using the median consumption for properties with similar operations.
We are using Revenue in £m as our chosen metric to calculate our Intensity Ratio. Our GHG emissions for Scope 1 and 2 (location-based) CO2e intensity for FY 2025 is 0.61 tCO2e per £1m revenue, which is a 5.17% increase compared to FY 2024.
In FY 2025, we implemented a series of initiatives aimed at lowering our operational energy consumption and supporting our broader carbon reduction initiatives.
We have also published a comprehensive energy policy this year, which outlines Future's commitment to responsible energy management and decarbonisation. The policy integrates governance standards, operational goals and stakeholder engagement practices to form a robust roadmap for carbon and energy efficiency performance
.
It is worth noting that we report on our Scope 3 emissions one year behind; this year's report contains our Scope 3 emissions report for FY 2024. This is because a significant portion of the data required for Scope 3 calculations depends on our Production & Distribution suppliers within the physical supply chain of our magazines, the majority of whom disclose the relevant data on a calendar year basis.
We followed the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting & Reporting Standard and Technical Guidance for Calculating Scope 3 emissions. We first conducted a high-level screening of the 15 categories of Scope 3 emissions listed in the Greenhouse Gas Protocol for Future, to determine relevance. Acquisitions have been included from the date of acquisition.
Our Scope 3 footprint is detailed in the table below. The most material categories of Scope 3 emissions for Future continue to be:
We have excluded the four categories following our screening exercise:
The emissions for each category were then calculated based on the best available data. A detailed description can be found in the reporting methodology. Key categories were calculated as follows:
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| Description | Unit | CHANGE | FY25 (CY) | FY24 (CY) | FY23 (CY) | FY22 (CY) | |
|---|---|---|---|---|---|---|---|
| UK | 17.24% | 136 | 116 | 144 | 154 | ||
| and fuel for vehicles. | US | - | - | - | - | - | |
| AUS | - | - - - 136 116 144 206.25 271.23 100.73 58.00 7.28 9.11 8.82 314.26 338.34 |
- | ||||
| TOTAL | 17.24% | 154 | |||||
| UK | (23.96%) | 288.28 | 271.81 | ||||
| cooling by the Group for its own use. | US | 73.67% | 52.94 | 71.76 | |||
| AUS | (20.09%) | 9.3 | |||||
| TOTAL | (7.11%) | 350.04 | 352.87 | ||||
| UK | 99.14% | 168.77 | 84.75 | 178.56 | 147.85 | ||
| The purchase of electricity, heat, steam or cooling by the Group for its own use. |
US | 80.69% | 104.8 | 58 | 52.94 | 71.76 | |
| AUS | (12.28%) | 8.82 | 9.3 | ||||
| TOTAL | 86.11% | 280.64 | 150.81 | 240.32 | 228.91 | ||
| Total Emissions | tCO2e | TOTAL | (0.89%) | 450.26 | 454.33 | 494.0 | 507.87 |
| Total Revenue | £m | TOTAL | (6.22%) | 739.2 | 788.2 | 788.9 | 825.4 |
| Intensity Ratio - Location-based (1&2) | tCO2e/£1m | GLOBAL | 5.17% | 0.61 | 0.58 | 0.63 | 0.61 |
| UK | 18.91% | 733,105 | 616,511 | 768,155 | 820,246 | ||
| US | - | - | - | - | - | ||
| Direct & Indirect Energy Consumption | kWh | AUS | - | - | - | - | - |
| TOTAL | 18.91% | 733,105 | 616,511 | 768,155 | 820,246 | ||
| UK | (11.05%) | 1,165,267 | 1,309,978 | 1,392,152 | 1,575,827 | ||
| Direct & Indirect Energy Consumption | US | 5.53% | 287,822 | 272,733 | 229,505 | 413,121 | |
| kWh | AUS | (12.32%) | 11,741 13,390 |
12,082 | 11,773 | ||
| TOTAL | (8.22%) | 1,464,830 | 1,596,101 | 1,633,739 | 2,000,721 | ||
| Total Direct & Indirect Energy Consumption (kWh) | kWh | TOTAL | (0.66%) | 2,197,935 | 2,212,612 | 2,401,895 | 2,820,966 |
| Intensity Ratio - Location-based (1&2) | kWh/£1m | GLOBAL | 5.92% | 2,973.40 | 2,807.17 | 3,835.58 | 3,417.70 |
| Total Scope 3 Emissions - Market-based | tCO2e | TOTAL | (26.27%) | - | 82,072 | 111,311* | 148,865* |
| Category 1: Purchased Goods and Services | tCO2e | GLOBAL | 9.01% | - | 54,599 | 50,085* | 67,410* |
| Category 2: Capital Goods | tCO2e | GLOBAL | 72.65% | - | 1,031 | 597 | 811 |
| Category 3: Fuel and Energy-related Activities | tCO2e | GLOBAL | (1.49%) | - | 136 | 134 | 248 |
| Category 4: Upstream Transportation and Distribution | tCO2e | GLOBAL | (34.63%) | - | 5,157 | 7,890 | 6,740 |
| Category 5: Waste Generated in Operations | tCO2e | GLOBAL | (23.13%) | - | 2,296 | 2,987 | 3,013 |
| Category 6: Business Travel | tCO2e | GLOBAL | (31.92%) | - | 1,989 | 2,921* | 2,534* |
| Category 7: Employee Commuting | tCO2e | GLOBAL | (46.27%) | - | 1,762 | 3,280 | 3,268 |
| Category 9: Downstream Transportation and Distri | 2,308 | ||||||
| 58,578 | |||||||
| 3,606 | |||||||
| Category 13: Downstream Leased Assets | tCO2e | GLOBAL | (19.13%) | - | 230 | 285 | 349 |
| The combustion of fuel: gas for heating The purchase of electricity, heat, steam or bution Category 11: Use of Sold Products Category 12: End-of-Life Treatments of Sold Products |
tCO2e tCO2e tCO2e tCO2e tCO2e tCO2e |
GLOBAL GLOBAL GLOBAL |
(18.58%) (75.88%) 24.33% |
7.07 - - - |
8.06 2,012 9,074 3,786 |
2,471 37,616 3,045 |

In order to achieve Net Zero by 2050, we are following a broad programme of actions to reduce our Greenhouse Gas (GHG) emissions across Scopes 1, 2 and 3 by 42% by FY 2030 and 90% by FY 2050. This is aligned with the latest climate science.
The chart above shows our carbon reduction pathway, first published in our FY 2023 Annual Report and developed through a series of workshops, identifying key decarbonisation levers. It starts at our FY 2022 baseline and demonstrates where and when we expect to see reductions throughout our value chain up until 2050, taking into account our expected organic growth rate. We plan to mitigate the remaining 10% GHG emissions by 'neutralising' through carbon removals, although we will revise this over time based on our progress. We aim to reach net zero without needing to utilise offsetting tools.
The chart has been updated to reflect our current progress according to our most recent emissions reporting (FY 2024), and with a dotted line to show an adjusted forecast for the coming years.
Across Scopes 1, 2 and 3, we have reduced our carbon footprint in FY 2024 by 26% vs FY 2023, and by 45% vs our FY 2022 baseline, meaning we have achieved the target we set for 2030 ahead of time, and remain on track to achieve our 2050 target.
This year, we have switched business energy consultants (see page 25) and consequently enhanced our methodology for reporting Scope 1 and Scope 2 emissions. While direct comparisons are not possible due to this change, our Scope 1 footprint has slightly increased from 116 tCO2e in FY 2024 to 136 tCO2e in FY 2025, which can be attributed to an increase in natural gas usage affected by slightly higher office occupancy. Overall, our Scope 1 emissions have reduced by 12% vs our FY 2022 baseline (154 tCO2e).
Our Scope 2 (location-based) footprint has decreased by 7% year on year and by 11% vs our FY 2022 baseline, as a result of the energysaving initiatives mentioned on page 25.
Our Scope 2 (market-based) footprint has increased by 86% year on year and by 23% vs our FY 2022 baseline. The majority of this increase is a result of the change in calculation methodology (as mentioned above and on page 25), as we have moved to supplierspecific factors.
Our Scope 3 emissions represent nearly 100% of our total carbon footprint. We are pleased to report that our overall Scope 3 footprint has decreased by 26% vs FY 2023, and by 45% vs our FY 2022 baseline. Our top three material categories continue to be:
The decrease in our overall emissions from Scope 3 can largely be attributed to the reductions made in our ad-serving process (see page 23). Our average emissions from digital have decreased by a further 76% year-on-year, totalling an 85% decrease from our Category 11 baseline.
We have also seen year on year decreases within Categories 4, 5 and 9 (35%, 25% and 19% respectively), due to APEX (see page 24) reducing the volume of unsold magazines, and a decrease in the overall volumes printed.
We have, however, seen a 9% increase in emissions within Category 1 year-on-year, which is in part due to higher spend but also due to our main Paper supplier using more sophisticated data capture, which has picked up items not included previously.
Once the final framework has been published by the UK Government, we will review our
carbon reduction pathway and publish a comprehensive climate transition plan in line with the TPT framework. In the meantime, our focuses can be categorised into the following:
We invest in our colleague experience, championing Diversity, Equity & Inclusion (DE&I) and creating development opportunities for all. Colleague engagement and well-being underpin this pillar.

In order to attract, retain and develop diverse talent, we continue to invest in our people strategy to ensure that we are an employer of choice for all.
To create content that our customers love, we value diversity in our business, people and thoughts. This is what drives diversity in content, discussion and views, enriching lives. At Future:
(diversity, equity & inclusion)
(learning & development)
(employee engagement)
(well-being & safety)
We ensure we are inclusive from the recruitment stage and through the employee lifecycle. We work hard to attract, retain and develop diverse talent, educate our leaders on the importance of diversity, and review our internal processes so that they remain as free from bias as possible. We recognise that to reach diverse communities through our content, we must first ensure ours is a workplace in which diversity can thrive. Embracing diversity underpins our commitment to providing equal opportunities to our current and future employees, and to applying fair and equitable employment practices. We codify this through our Diversity, Equity & Inclusion (DE&I) Policy, and our company values (see page 22).
We have also continued to collect companywide diversity data this year, which is housed within our Human Resources Information System (HRIS). The questions, which are tailored by country, are centred on gender, disability, ethnicity and socio-economic demographics, with an option to choose 'prefer not to say'. The purpose of this data is to measure the impact of our DE&I initiatives and inform future initiatives.
Following listening sessions we held in FY 2024, we partnered with DE&I Consultancy Project23 to deliver on our DE&I commitments. Following a period of discovery and insight, including further listening sessions and company-wide surveys, we were able to launch the first phase of our Employee Networks in February 2025:
• Women of Future
Each network is run by a Chair and Co-Chair, elected by fellow members, with the assistance of regional leads and an Executive Sponsor. The networks have been very well received, providing a safe space and fostering a more inclusive environment at Future. Membership and engagement are growing month on month within each network, with regular meetings and events that the whole business can attend.
Following the success of these initial networks, we plan to launch another three networks in November 2025, focusing on the following groups:
We have implemented several key initiatives this year, aimed at fostering a more inclusive and supportive workplace as part of our Diversity, Equity & Inclusion (DE&I) strategy. One example is our People Operations Team conducting a comprehensive review of our internal policies, using the Datapeople platform to evaluate the inclusivity of language. Based on this analysis, relevant updates were made to ensure our policies reflect inclusive and equitable language across the organisation.
In parallel, senior leaders within the People & Culture Team completed a benchmarking review of our global parental leave policies against industry standards. As a direct outcome, we have enhanced our paternity leave policy, extending the entitlement to eight weeks.
Additionally, the People & Culture Team initiated a collaborative review with the Facilities Team at the start of the financial year to evaluate the accessibility and inclusivity of our office environments, ensuring our physical spaces support the needs of all employees.
In accordance with the requirements of the UKLR 6.6.6R, the Board is required to provide a statement as to whether it has met specific targets related to gender and ethnic diversity at the Board level.
The Board confirm that as of 30 September 2025, 1 out of 3 diversity targets were met: The percentage of women on the Board
stands at 33.3%, with no women in senior positions. 33.3% of the Board members in FY 2025 were from an ethnic minority background. As above, more details on the context of this can be found in the Nomination Committee's report (see page 85).
Gender and ethnicity data for the Board and Executive Leadership Team (ELT) are collected on an annual basis through a standardised process managed by the People & Culture Team.
Each Board member and each member of the ELT is asked to complete a confidential and voluntary form, through which the individual can self-report on their ethnicity and gender identity. Alternatively, they can specify that they do not wish to provide such data. The criteria of the questionnaire are aligned to the definitions specified in the UK Listing Rules and set out in the tables below.
The Company's approach to data collection is consistent for all diversity-related reporting requirements under the Listing Rules and and for all individuals about whom the data is being reported.
When considering recruitment, training, career development, promotion or any other aspect of employment, we strive to ensure that no employee or job applicant is discriminated against, either directly or indirectly, on the grounds of disability. If an employee becomes disabled while employed and, as a result, is unable to perform their duties, we will make every effort to offer suitable alternative employment and assistance with retraining.
FY 2025 has seen Future welcome over 375 new employees into the business. We have continued to use our onboarding tool (enboarder) to enhance the employee journey further and have launched our new online learning platform, Dayforce Learning, which gives employees access to bite-sized learning opportunities at a time that is convenient for them.
Providing training opportunities for Future employees across all locations and departments has been a key priority in FY 2025. Throughout the year, we delivered over 162 training sessions, equating to over 660 hours of training.
One focus has been the delivery of the '5
Behaviours of a Team' training, an all-day course based on the best-selling book 'The 5 Dysfunctions of a Team' by Patrick Lencioni. The purpose of the training is to enhance team effectiveness and further contribute to Future's healthy, high-performing culture. We have delivered this training to 178 employees this year, and plan to continue this rollout throughout FY 2026.
Another focus has been the delivery of our bespoke Carbon Literacy Training, accredited by The Carbon Literacy Project (see page 23).
We also launched a 'Power Skills' Training Programme in March 2025, with sessions focusing on communications skills, presentation skills and time management & prioritisation. This training has been delivered to over 305 employees.
We have continued our partnership with the National Council for the Training of Journalists (NCTJ), reinforcing our commitment to high editorial standards and professional development. As part of this collaboration, we launched Media Law Training, delivered by the NCTJ. This training is mandatory for all editorial employees. It remains a compulsory component of onboarding for all new editorial hires, ensuring a consistent understanding of legal and ethical responsibilities across our editorial teams.
At Future, we view apprenticeships as a valuable component of our talent development strategy, supporting career growth while building future capabilities across the business. These programmes are delivered through the UK Government's Apprenticeship Levy.
Our apprenticeship offerings span a range of disciplines and levels, including the Sales Executive Level 4 qualification, delivered in partnership with BMS Progress, which brings in approximately 10 to 15 new hires annually.
Following the expansion of our support for degree programmes and certifications through our partnership with the online learning provider Coursera, we expanded our Coursera offering in FY 2025 through the purchase of additional licenses, resulting in a total of 2,213 learning hours completed through the platform this year. This is a key part of our strategy to provide a more equitable training offer to all employees, regardless of their location, offering a great alternative to the apprenticeship option
available to our employees in England and Wales.
Our Manager Development Programme (MDP) is designed to support managers in building and sustaining a healthy, high-performing culture at Future. We have continued to deliver our MDP throughout FY 2025, launching our monthly 'Manager's Week', where all sessions included in the MDP are held during one week every month. The programme consists of 3 x 2-hour live workshops, focusing on: 1-to-1s and Feedback Conversations; Difficult Conversations; and Career Development. The training is mandatory for all new managers and employees who join the business in a management position.
We have delivered 60 Manager Development sessions this year, equating to over 130 hours of training.
At Future, we are committed to fostering a high-performance culture through clear goal setting, continuous feedback, and fair recognition. In FY 2024, we introduced our formal Performance Management Framework, designed to support regular performance reviews, promote transparency, and ensure alignment between individual contributions and our broader business objectives. The company-wide SMART goals framework (Specific, Measurable, Attainable, Relevant, and Timely) remains central to our approach. Each employee sets three to six SMART goals at the beginning of the financial year, aligning them to their line manager's objectives, and also sets one personal development goal.
Quarterly performance reviews provide structured opportunities for reflection and feedback, using progress against these goals as a foundation. These reviews not only support continuous development but also inform year-end performance ratings and salary reviews, ensuring a fair and consistent approach to recognition and reward across the organisation.
We will be formalising our approach to workforce planning by introducing a playbook-style method for stakeholder engagement. Adopting a structured agenda for quarterly and annual meetings with the ELT and Senior Leadership Team (SLT), we will provide strategic, forward-looking people insights that align with business or department-specific priorities, aligning people priorities (including training) with business goals for the year ahead, taking a holistic approach to recruitment, internal mobility and skills gap analyses.
In FY 2025, Future launched both a coaching and a mentoring programme as part of our continued commitment to employee growth and development.
Our coaching programme matches employees with trained coaches who can help them tackle specific challenges and reach defined goals. This focused, one-to-one support gives individuals personalised guidance, allowing them to build confidence and unlock their full potential.
Our mentoring programme connects selected employees with experienced mentors to support their ongoing professional development. The programme initially launched within Future's Women's Network, 'Women of Future', and underscores our commitment to fostering inclusive growth and leadership across the organisation.
In addition, the People & Culture Team is developing a comprehensive Career Development Hub. This centralised resource will bring together training materials, information on current vacancies, our job architecture, and other career planning tools. Designed as a one-stop shop, the Hub will empower employees to take ownership of their career progression at Future, offering clear pathways and practical insights for advancing to the next stage in their professional journey.
Our FY 2025 Employee Engagement Survey achieved a strong response rate of 76%, with an overall engagement score of 74.4%, representing a 0.9 point increase from the previous year. We were encouraged to see improvements in 8 out of 13 engagement categories, and are particularly proud that almost all categories have shown positive growth over the past two years. Particular areas of progress include:
across the organisation.
• Company Values: Engagement with our company values improved by 6 ppt, demonstrating continued resonance and relevance within our culture.
Based on feedback from our employees, we have transformed internal communications at Future, with a strategy focused on clarity and inclusion. Below are the key communication channels introduced or upgraded this year:
We have fantastic community teams that look after each of our office locations and our remote teams. Each community is a team of volunteers from across departments who are passionate and enthusiastic about building a sense of community and collectivity at Future. They work hard to keep everyone informed and allow our colleagues to connect in relaxed and enjoyable environments through social events.
Here are some examples of the brilliant events organised by our community teams this year:
Charity and fundraising events are often at the heart of our office communities. See 'Pillar 3: Community' to read more about the charitable initiatives that took place in FY 2025 (page 32).
In addition to our formal Performance Management Framework, employees' involvement in the Company's performance is encouraged through share schemes and other initiatives such as our Profit Pool. This is all in addition to the other benefits we offer. We strongly believe that when employees benefit from the Company's success, it leads to greater engagement and a greater sense of personal involvement in the business's future success.
This year, we have enhanced our employee recognition programme to further celebrate the outstanding contributions of our employees. The existing monthly 'Star of the Month' award was expanded to recognise three winners each month, all of whom are automatically entered into the annual 'Star of the Year' award.
Additionally, we introduced a new 'Team of the Month' award, allowing employees to nominate any team, whether a formal department or an ad hoc project group, for recognition. All monthly winning teams from FY 2025 will be entered into the running for the 'Team of the Year' award, which will also be presented at the Annual Future Awards in December 2025.
Everyone is supported (well-being & safety)
At Future, prioritising health and employee well-being is a critical part of our Company culture. By supporting our employees physically, mentally and emotionally, we can help them find fulfilment in their careers and thrive in their roles.
At Future, we recognise that due to the nature of the Internet and online communities, some Future employees, particularly those whose writing is published online, are at risk of receiving online harassment. We continue to maintain our 'Future Safeguarding site', available to all employeees through our company wiki, Futurenet. This site provides details on the escalation process for any employees who feel uncomfortable with any negative online attention.
Future is primarily an office-based environment. All locations across the Group comply with relevant legislation, and we communicate our health and safety policy to all employees. Across all of our office locations, there were no fatalities and 21 minor incidents during FY 2025.
We are committed to being a great place to work and an employer of choice, and recognise that our business cannot thrive without a strong workforce. We remain proud of our unlimited leave policy.
This year saw the launch of our Multisport benefit in the Czech Republic, providing our Czech employees with access to a network of over 2,700 sports and relaxation facilities.
We also launched Perks at Work as a benefit for all employees globally, offering exclusive savings and free online classes to all users.
We recognise that, for a workplace to be fully supportive of its people, our working environment must be one in which employees feel comfortable to air their grievances and ideas for improvement. Future's grievance policy is central to our belief that all employees should be treated impartially and fairly. This policy is available for all Future employees through Futurenet.
We encourage employees to air their grievances through open communication. However, if this option is not suitable for any reason, then an employee can follow the grievance procedure. As per our policy, an employee who wishes to raise a grievance can
do so by providing details in writing either to their line manager or a member of the People Team via private and confidential correspondence. In most cases, the employee will be invited to a meeting by one of our People Advisors or People Business Partners to discuss the matter in more detail. For all meetings that take place, the employee has the right to be accompanied by another
Future employee or a Trade Union representative. Wherever possible, the outcome of the grievance will be communicated in writing within 15 working days of the grievance meetings. Employees have the right to appeal against the grievance decision or part of the outcome. The procedures involved in raising or escalating grievances are entirely confidential and
entirely legally compliant.
To maintain a culture of openness and accountability at Future, we also have a Whistleblowing 'Speak Up' Policy. This policy details the formal procedure to follow should any issues be raised, allowing employees to 'speak up' without fear of reprisal.
| All Employees |
Number of Board members |
Percentage of the Board |
Number of Senior Positions on the Board |
Number in Executive Management (ELT & Company Secretary) |
Percentage of Executive Management (ELT & Company Secretary) |
Number of Direct Reports to Executive Management (SLT) |
Percentage of Direct Reports to Executive Management (SLT) |
|
|---|---|---|---|---|---|---|---|---|
| Male | 46.2% | 6 | 66.7% | 4 | 10 | 83.3% | 61 | 64.2% |
| Female | 53.2% | 3 | 33.3% | - | 2 | 16.7% | 32 | 33.7% |
| Not disclosed/unknown | 0.6% | - | - | - | - | - | 2 | 2.1% |
| Number of Board members |
Percentage of the Board |
Number of Senior Positions on the Board |
Number in Executive Management (ELT & Company Secretary) |
Percentage of Executive Management (ELT & Company Secretary) |
Number of Direct Reports to Executive Management (SLT) |
Percentage of Direct Reports to Executive Management (SLT) |
|
|---|---|---|---|---|---|---|---|
| White (or other white including minority white groups) | 6 | 66.7% | 2 | 9 | 75% | 84 | 88.4% |
| Mixed/multiple ethnic groups | - | - | - | - | - | 1 | 1.1% |
| Asian/Asian British | 2 | 22.2% | 1 | 1 | 8.3% | 3 | 3.2% |
| Black/African/Caribbean/Black British | - | - | - | - | - | 1 | 1.1% |
| Other ethnic group including Arab | 1 | 11.1% | 1 | 1 | 8.3% | - | - |
| Not specified/prefer not to say | - | - | - | 1 | 8.3% | 6 | 6.3% |

It's important to us that the effects we have on our digital and local communities are positive. This pillar is the home for our charity strategy and fundraising initiatives.



As a leading media company with physical bases across the globe and an even greater digital reach, we acknowledge our responsibility to ensure that our impact on our communities is positive.
This year marked a significant advancement in Future's commitment to volunteering, with increased efforts to promote opportunities internally and highlight the positive contributions being made. For example, one recurring theme in our weekly 'Good Stuff' newsletters, distributed to all Future employees, has been a focus on our Community Teams, showcasing the outstanding work they continue to deliver. Below are just a few examples of the brilliant volunteering initiatives our communities have spearheaded:

Each Future office has a fantastic Communities team, responsible for organising office social & charity events. FY 2025 has been another year full of brilliant fundraising events:
Our content is what connects us to the public and is thus our most significant opportunity to highlight ESG-related causes. It is also through our content that we can set industry-wide standards.



Our content is accessible, engaging, authoritative and expert, enabling audiences from diverse and global backgrounds to fuel their passions and gain valuable learning. We hold ourselves to high standards, ensuring our content is ethical, trustworthy and in line with our values.
With a global audience of over 570 million, it is ultimately our content and the breadth of our reach that give us a unique opportunity to connect people with their passions, as well as to educate our readers on issues central to sustainability, and to inspire them to make more sustainable choices in their day-today lives.
In December 2024, we held our annual Future Awards. For the past 3 years, this has included the Positive Impact Award. Examples of our brands that have demonstrated a positive impact, environmentally or societally, are collated and shared throughout the business. The Positive Impact Award this year was taken home by the Live Science editorial team for their long-form climate change content. The team's regular reporting covers everything from the shifting patterns of El Niño to how climate change can impact orca behaviour. Live Science's climate change coverage generated over 4 million page views throughout the year.
One of the primary ambitions within the content pillar is to embed diversity and sustainability within Future's content, and to ensure that our writers are equipped to address these topics in a manner which is sensitive and grounded in knowledge and confidence. Below are just a few examples from the past year of Future brands leading conversations on matters of diversity and sustainability:
Editorial Standards are of utmost importance at Future. We are incredibly proud of our reputation as a trustworthy and authentic provider of content.
As the role of AI in editorial workflows continues to prompt essential discussions across the industry, we updated our internal policy this year to clearly define acceptable uses of AI by our content creators. The central principle of this policy is that all content must be created and ultimately reviewed by human journalists and editors, who are also responsible for verifying the accuracy of any information sourced through AI tools.
We have an Ethics Committee at Future, comprised of various senior leaders across the business, though primarily in Editorial and Commercial roles. Its role is to be the guardian of ethical behaviour in the content we publish, the advertising we accept, and the commercial products we sell. The Future Ethics Committee establishes guidelines around activity that might, on ethical or moral grounds, compromise the perception of Future, the content we create, or the experience our audiences or customers may have when engaging with Future brands. In addition, the Committee will facilitate decision-making processes for senior colleagues' reference, enabling them to make the best decisions for the Company and its audiences or customers.
modern slavery
The Company is required to comply with the non-financial and sustainability reporting requirements set out in Sections 414CA and 414CB of the Companies Act 2006. The table below sets out where in the Annual Report the relevant information regarding the key non-financial matters can be found. Please refer to page 13 for more details on our business model.
| Reporting Requirement | Relevant Group principal and emerging risks, pages 47-53. |
Policies which govern our approach (available on Future plc website) |
Policy embedding, due diligence, outcomes and key performance indicators |
|---|---|---|---|
| Environmental Matters | Climate change, page 51. | Risk section, pages 47-53. | |
| • Carbon performance, | TCFD and CFD, pages 54-73. | Responsibility Report, pages 21-34. | |
| metrics and targets • TCFD and CFD reporting |
Climate-related risks and opportunities, pages 54-73. |
||
| We are fully compliant with all TCFD and CFD requirements. See page 55. |
|||
| Colleagues | Key person risk | Health and Safety Policy | Responsibility Report, pages 21-34. |
| • Health and safety | People | Diversity, Equity & Inclusion Policy | Risk section, pages 47-53. |
| • Culture and ethics • Inclusion and diversity |
Whistleblowing (Speak Up) Policy | Corporate Governance Report, pages 75-95. |
|
| • Well-being and support | Directors' Report, pages 93-95. | ||
| Social Matters | Personal data | Charity & Social Impact Policy | Responsibility Report, pages 21-34. |
| • Contributing to the economy | Cyber security and IT | Health and Safety Policy | Risk section, pages 47-53. |
| • Partnership | Digital advertising market changes | Financial Review, pages 43-73. | |
| Directors' Report, pages 93-95. | |||
| Human Rights, Anti-Corruption | Personal data | Anti-corruption and Bribery Policy | Responsibility Report, pages 21-34. |
| and Anti-Bribery | Cyber security and IT | Whistleblowing (Speak Up) Policy | Risk section, pages 47-53. |
| • Reinforcing an ethical business culture | Economic & geo-political uncertainty | Slavery and Human Trafficking Policy | Directors' Report, pages 93-95. |
| • Speaking up against wrongdoing | |||
| • Prevention of bribery and corruption | |||
| • Approach to human rights and |
We align our strategy with the requirements of each of our stakeholders. We aim to engage effectively with them, to develop and maintain positive and productive relationships and to deliver value for all of them and for Future.
We explain on page 11 of this report why our audience is central to Future's purpose and essential to drive sustainable growth. Our audience is largely endemic and intent-led, and consumes and engages with our content in ever evolving ways. Engaging with our audience allows us to be responsive to our audience's needs and to evolve not only our content but also the platforms through which we deliver it. Through relevant, expert and trusted content, we are better able to monetise our audience and, through the platform effect of our various initiatives, we drive even greater value for our stakeholders.
Remaining a trusted source requires us to become increasingly influential in a new information ecosystem
Building repeat audiences, not dependent on Google, requires us to develop our brand propositions to attract loyal, repeat users through high-quality, brand-specific content; to drive our email audience through Membership features and high-quality newsletter execution; and to reach our audience wherever they are, whether that be on techradar.com, ChatGPT or TikTok
As one of our core monetisation frameworks, advertising is key to delivering on our strategy.
Mitigate the risk of detrimental advertising market changes
Deliver audience profile and size to optimise advertising and ecommerce sales
Our colleagues are integral to Future's operations and the successful execution of our strategy. Engagement helps Future attract, retain and develop a diverse and talented workforce, and ensures that the Board has the necessary insights and is able to consider our colleagues' voices in the Board's decision-making. Diversity in our people and our thoughts, as well as high levels of employee engagement, help us to create content that our audience loves, with many of our colleagues being part of the communities we reach.
has been updated in FY25, based on Board feedback, to provide more analysis
Need for a reporting system to give colleagues a means of 'speaking up' about serious concerns without fear of reprisal and
allowing Future to address concerns promptly
Board Q&A session in London office in February and in Cardiff office in September; Board members joined a dinner with the ELT and some of the SLT during the Strategy Day in March
Carbon literacy training programme rolled out from February, involving the Board and senior leadership
Our business relies on strong and mutually beneficial partner relationships. Building resilience, quality and efficiency across our supply chain is a fundamental contributor to our long-term sustainability. Through alignment with our values, continuous improvement and an appropriate balancing of risk, we build mutual confidence and respect.
• An example of collaboration with our key partners was the Board's approval, in February, of a new UK printer contract with Walstead and, in August, of a new global paper supply contract with Lindenmeyr
Our Board is committed to ensuring that Future's business is conducted in line with all relevant laws and regulations and that we operate in an ethical and a responsible way. Through constructive engagement, providing our considered and expert views in relation to the public policy and regulatory frameworks in the markets in which we operate, we aim to ensure we maintain a high standard of regulatory compliance, while also ensuring that new laws which impact our business are balanced and proportionate.
• We are engaging both directly with AI providers and via the UK Professional Publishers' Association and the US News Media Alliance on the AI topic and we contributed to the former's response to the UK Government consultation on Copyright and Artificial Intelligence in February
Our investors (equity and debt) provide liquidity in our shares and access to capital. We place great importance on having constructive relationships with all investors and seek to ensure that we maintain an appropriate dialogue with them on all matters, including strategy, governance and remuneration, throughout the year. Listening to their views and seeking to address their needs and to generate value for them allows for Future's long-term sustainable success and its contribution to wider society.
The CEO and CFO attended investor conferences during the year. These included the DBN UK conference in January 2025, the Berenberg UK conference in March 2025 and the JPM TMT London conference in May
The CEO and CFO held meetings with equity sales teams and analysts following our results announcements
• Details of the feedback received from shareholders on the proposed new Directors' Remuneration Policy, and the consequent modification of the proposals, are set out on page 112 of this report.
The Directors consider that they have acted, in good faith, in a way that is most likely to promote the success of the Company for the benefit of its members and stakeholders as a whole, having regard (among other matters) to the matters set out in Section 172(1)(a-f) of the Companies Act 2006.
We have a broad range of stakeholders who influence or are affected by our day-to-day activities, and have varying needs and expectations. Our aim is to try to ensure that the perspectives, insights and opinions of stakeholders are understood and taken into account when key operational, investment or business decisions are being made. This ensures that those decisions are more robust and sustainable in themselves and support Future's strategic approach of creating value for shareholders and society.
This allows the Board to build trust and fully understand the potential impacts of the decisions it makes on all our stakeholders.
To avoid duplication, this statement incorporates information from other areas of the Annual Report. The Board considers that the statement focuses on those risks and opportunities that are strategically important to Future, consistent with the Group's size and complexity. More information on the issues, factors and stakeholders that the Board considers relevant to complying with Section 172 are set out in these other areas of this report:
Our business model (page 13)
Chair's statement (page 8)
Chief Executive's Q&A (page 14)
Key performance indicators (page 16)
Risk management (page 47)
Viability statement (page 52)
Chair's governance statement (page 75) Board activity (page 82)
Audit and Risk Committee report (page 88)
Our business model (page 13) Responsibility Report (page 21) Stakeholder engagement (page 36)
Chair's governance statement (page 75) Board activity (page 82) Audit and Risk Committee report (page 88)
Nomination Committee report (page 85)
Remuneration Committee Chair's statement (page 96)
Directors' pay in a wider setting (page 108)
Responsibility
Gender pay gap report
Fostering the Group's business relationships with suppliers, customers and others
Our business model (page 11) Responsibility Committee report (page 21) Stakeholder engagement (page 36) Investment (page 12) Performance (page 43) Risk management (page 47)
Board activity (page 82)
Audit and Risk Committee report (page 88)
Responsibility Report (page 21) Climate-related financial disclosures (page 54)
Responsibility
Responsibility Report (page 21) Climate-related financial disclosures (page 54)
Responsibility
Responsibility Report (page 21)
Non-financial information statement (page 34)
Responsibility
Modern slavery statement
Responsibility Report (page 21)
Chair's governance statement (page 75)
Directors' Report (page 93)
Shareholder information (page 179)
Some of the key decisions considered by the Board in FY 2025, and how the Board had regard to Section 172(1) matters when discussing them, are set out below:
Relevant Section 172(1) decision criteria: (a), (b), (c), (d), (e), (f)
Relevant stakeholders: Audience, Customers, People, Commercial Partners and Suppliers, Regulators, Investors
Stakeholder Impacts: The appointment of a new CEO has an impact on all aspects of the Group and therefore on all of our stakeholder groups. The role is crucial in shaping the Group's strategy and in ensuring that the Section 172(1) statement is accurate and reflects the Group's commitment to stakeholder interests, as well as for ensuring that the Group's commitment to these principles is communicated to employees and other stakeholders.
Decision: The Board approved the appointment of Kevin Li Ying as CEO, with effect from 31 March 2025. As a strong, visionary leader with an unmatched knowledge of the Group, from its tech stack to its revenue streams, and having led B2C, the Group's largest division, as EVP, successfully delivering on the execution of the Growth Acceleration Strategy, Kevin was the ideal candidate for the role, for the benefit of all stakeholders. Read more about the appointment on page 85.
Relevant Section 172(1) decision criteria: (a), (b), (c), (d), (e), (f)
Relevant stakeholders: Audience, Customers, People, Commercial Partners and Suppliers, Investors
Stakeholder Impacts: A clear strategy, aimed at driving value and fostering growth, as well as being linked to and addressing many of the risks and uncertainties highlighted on page 47 of this report, is key to promoting the long-term success of the Group for the benefit of all its stakeholders.
Decision: Building on the investments made in FY 2024 and FY 2025, under the Growth Acceleration Strategy, in September 2025 the Board approved a clear roadmap with a series of strategic initiatives, which was showcased to investors and analysts during a webinar in September.
Relevant Section 172(1) decision criteria: (a), (c), (e), (f)
Relevant stakeholders: Audience, Customers, Investors
Stakeholder Impacts: Across Future's brands, we are focused on growing our engaged audience and building global communities. Expanding the range of platforms where our content is distributed is a key part of this and users are increasingly starting their web searches on Generative AI platforms like OpenA. ChatGPT provides a whole new avenue for people to discover Future's content.
Decision: The Board approved a strategic partnership between the Company and OpenAI, which was announced in December 2024.
Relevant Section 172(1) decision criteria: (a), (b), (e), (f)
Relevant stakeholders: People, Investors
Stakeholder Impacts: Buying back our shares returns cash to our shareholders. We completed a £45m share buyback programme in October 2024 and, at the time of our full-year results announcement in December 2024, announced a further buyback programme of up to £55m. That programme was launched on 2 January 2025 and concluded on 31 July 2025, when the £55m limit was reached. As at that date, 7,011,664 shares had been repurchased, and cancelled, under the programme. On the same date we launched the further £55m buyback programme, which we had announced at the time of our half-year results in May 2025.
Decision: The Board believed that the share buyback programmes would provide greater flexibility to achieve an optimal use of cash to deliver value for shareholders, which include our people, whilst still maintaining a strong balance sheet. The Board keeps the current programme under review and continues to assess it against its capital allocation priorities.
Relevant Section 172(1) decision criteria: (a), (c)
Relevant stakeholders: Investors
Stakeholder Impacts: The Group's Export Development Guarantee ('EDG') Facility was due to mature in November 2027. Although best practice would have been to refinance this facility by September 2026, the Board considered the increased market volatility and economic uncertainty following the announcement of US tariffs, which it was anticipated may change the supply and demand dynamics in the debt markets, increasing re-forecasting and interest rate risk. This led the Board to consider refinancing the EDG facility well ahead of its due date to ensure that the Group retained access to a strong, stable debt facility at reasonable interest rates.
Decision: In May, the Board approved the initiation of a sterling bond issuance process and appointed a sub-committee of the Board to finalise the issuance. The Group announced the successful launch and pricing of the bond on 3 July 2025, enhancing its access to debt markets, lengthening its maturity profile and providing long-term financing for the business that aligns with the Group's capital allocation policy, while the competitive pricing of the bond demonstrated the strength of the Group's business.
Relevant Section 172(1) decision criteria: (b), (c), (e)
Relevant stakeholders: People, Suppliers and Customers
Stakeholder Impacts: A Code of Ethics & Conduct articulates the standards for Future's conduct and mindset, conveying our commitment to responsible practice, to both internal and external stakeholders. It sets out the rules and values our employees must follow and the standards they must uphold, connecting these directly to our purpose and values.
Decision: The Board approved the Group's new Code of Ethics & Conduct in July 2025, with the intention that it would, among other things: clarify leadership's expectations for behaviour across the business, enhance Future's reputation, culture and brand among all its internal and external stakeholders and create a positive perception of Future with potential customers.
Financial summary Risks and uncertainties FY 2025 principal risks Longer term viability statement Taskforce on Climate-Related



Financial Disclosures




Building the business for tomorrow whilst delivering on today

Sharjeel Suleman Chief Financial Officer
The financial summary is based primarily on a comparison of results for the year ended 30 September 2025 with those for the year ended 30 September 2024. Unless otherwise stated, change percentages relate to a comparison of these two periods. Organic growth is defined as the like for like portfolio including the impact of closures and new launches, but excluding acquisitions and disposals made during FY 2025 and FY 2024 at constant foreign exchange rates. Constant rate is defined as the average rate for FY 2025.
The Directors believe that adjusted results provide additional useful information on the current core operational performance of the Group and review the results on an adjusted basis internally. Refer to the Glossary section at the end of this document for a reconciliation between adjusted and statutory results.
Group revenue was down (6)% year-onyear at actual currency, with a (3)% organic decline combined with the previously announced closures of brands and adverse foreign exchange.
The Group is organised and arranged primarily by reportable segment. From 1 October 2024, the Executive Directors consider the performance of the business from a divisional perspective of B2C, Go.Compare and B2B. Historically, the performance of the business was considered on a geographic basis split between US and UK, with Australia included within UK activities. The Group also uses a subsegment split of Media (websites and events) and Magazines for further analysis.
| FY 2025 £m |
FY 2024 £m |
Reported YoY var |
Organic YoY var |
|
|---|---|---|---|---|
| US digital advertising |
96.8 | 102.8 | (6)% | (2)% |
| UK digital advertising |
44.6 | 52.0 | (14)% | (8)% |
| Digital advertising |
141.4 | 154.8 | (9)% | (4)% |
| eCommerce affiliates |
76.7 | 83.9 | (9)% | (6)% |
| Other media | 28.1 | 28.7 | (2)% | +2% |
| Media | 246.2 | 267.4 | (8)% | (4)% |
| Subscriptions | 122.2 | 129.0 | (5)% | (2)% |
| Other magazines |
125.0 | 126.7 | (1)% | +2% |
| Magazines | 247.2 | 255.7 | (3)% | flat |
| B2C revenue | 493.4 | 523.1 | (6)% | (2)% |
Reported revenue for B2C was down (6)%, impacted by foreign exchange and closures. Organic revenue was down (2)% during the year reflecting mixed performance.
Media organic revenue was down (4)% in the year with a challenging macroeconomic backdrop, impacting affiliates and total digital advertising despite direct advertising being in growth in H2 in both the US and the UK. Sessions² of 317m (FY 2024: 353m) declined (10)%, with growth in women's and wealth not being able to offset decline in other verticals. However, the correlation between sessions and revenue is decreasing, driven by our strategic focus on driving direct advertising which is less dependent on audience. During the year, we saw +3ppt of ads revenue move into direct from programmatic. As a result, our yields grew +8% year on year.
| Summary | FY 2025 £m |
FY 2024 £m |
|---|---|---|
| Revenue | 739.2 | 788.2 |
| Adjusted EBITDA1 | 223.4 | 239.1 |
| Adjusted operating profit1 | 205.4 | 222.2 |
| Operating profit | 121.9 | 133.7 |
| Profit before tax | 91.9 | 103.2 |
| Basic earnings per share (p) | 62.7 | 67.2 |
| Diluted earnings per share (p) | 62.1 | 66.8 |
| Adjusted basic earnings per share (p)1 | 124.2 | 124.6 |
| Adjusted diluted earnings per share (p)1 | 123.0 | 123.9 |
1 Adjusted items are a non-GAAP measure. For further details refer to the Glossary section on pages 173 to 178.
| Revenue | FY 2025 £m |
FY2024 £m |
YoY Var | Organic YoY Var |
|---|---|---|---|---|
| B2C | 493.4 | 523.1 | (6)% | (2)% |
| Go.Compare | 191.8 | 202.7 | (5)% | (5)% |
| B2B | 54.0 | 62.4 | (13)% | (9)% |
| Total Revenue | 739.2 | 788.2 | (6)% | (3)% |
UK Digital advertising market remained challenging, down (8)% on an organic basis, a significant improvement on the first half and returning to growth in Q4 (+5%).
In the US, digital advertising organic revenues were down (2)% with an improvement in H2 to +1% growth. This includes +6% growth in direct advertising during the year, a key strategic objective of the Group, despite ongoing volatility.
Affiliates' good H1 performance reversed in H2 with overall revenue (6)% down for the full year, despite continued growth in vouchers. The performance was mainly driven by the audience decline.
Magazines recorded an excellent performance. Magazines represent 50% of the B2C division and, as an industry, is in secular decline. During the year, Magazines revenues were flat. This is the strongest performance from Magazines since COVID, and is a result of an improvement in our subscription business combined with growth in premium print titles and the Rolex book.
Subscription organic revenue was only down (2)% in the period, testament of the work and investment to drive stabilisation in this revenue stream with growth in key titles such as The Week Junior.
Other magazines (print advertising and newstrade) organic revenue grew +2% in the period driven by a premium book for Rolex combined with better underlying

performance for both weekly and premium titles.
| FY 2025 £m |
FY 2024 £m |
Reported YoY var |
Organic YoY var |
|
|---|---|---|---|---|
| Car insurance | 117.6 | 130.1 | (10)% | (10)% |
| Non-car insurance |
74.2 | 72.6 | +2% | +3% |
| Go.Compare revenue |
191.8 | 202.7 | (5)% | (5)% |
Revenue for our price comparison business Go.Compare declined (5)%, both reported and organically, reflecting the strength of the prior-year. Looking at the performance over a two-year period, revenue grew by +10% CAGR.
Car insurance revenue declined by (10)% in the year against strong comparators. The car performance was impacted by lower quote volumes driven by the market partially offset by improved conversion driven by continued focus on improving consumer journey.
Non-car insurance revenue grew by +3% in the year, reflecting the strategic focus to grow non-car categories which now represent 39% of Go.Compare revenue, up +3ppt yearon-year.
| FY 2025 £m |
FY 2024 £m |
Reported YoY var |
Organic YoY var |
|
|---|---|---|---|---|
| Digital advertising (newsletters) |
32.0 | 36.3 | (12)% | (9)% |
| Affiliates (lead gen & webinars) & Other media (events) & Magazines |
22.0 | 26.1 | (16)% | (10)% |
| B2B revenue | 54.0 | 62.4 | (13)% | (9)% |
B2B performance remained challenging with (13)% reported revenue decline and (9)% organic. The performance was impacted by challenging end-market dynamics.
Digital advertising organic revenue was down (9)% in the year with mixed performance across verticals with growth in education and financial services offset by decline in healthcare, food and travel.
The (10)% organic decline in other revenue is largely driven by the continued challenging backdrop in enterprise tech. The team is executing on plans to turnaround the performance in B2B.
Cost of sales including distribution costs were down 11% year-on-year. The decline was driven by revenue combined with a change in revenue mix with the reduction in Go.Compare revenue, combined with better rates in Magazines cost of sales. See note 3 to the financial statements for further details.
Other costs are down 3% during the year reflecting the annualisation of the investment in certain areas combined with annual pay rise which increased salary and wages costs, the impact of which abated in H2, as planned. These cost increases have been offset by lower TV marketing spend combined with the benefit of an incremental year of R&D tax credits and lower medical benefit rates.
Adjusted operating profit decreased £16.8m to £205.4m (FY 2024: 222.2m) driven by the impact of revenue decline whilst adjusted operating profit margin has remained stable at 28% (FY 2024: 28%), despite annualisation of some investment combined with inflationary pressures within wages, the largest cost. This is a testament to the strength of the Group to focus on investment that drives returns as well as continuous review to remove inefficient spend. The diversified revenue and strong financial characteristics of the Group, even in a challenging macroeconomic environment, have provided clear benefits.
Statutory operating profit decreased by £(11.8)m to £121.9m (FY 2024: £133.7m), primarily driven by adjusted operating profit performance. Statutory operating margin declined marginally to 16% (FY 2024: 17%), reflecting adjusted operating profit movement net of adjusting items.
Basic earnings per share is calculated using the weighted average number of ordinary shares in issue during the period of 105.8m (FY 2024: 114.4m), the decrease reflecting the share buyback programmes.
| Earnings per share | FY 2025 |
FY 2024 |
|---|---|---|
| Basic earnings per share | 62.7 | 67.2 |
| Adjusted basic earnings per share | 124.2 | 124.6 |
| Diluted earnings per share | 62.1 | 66.8 |
| Adjusted diluted basic earnings per share |
123.0 | 123.9 |
The Glossary section at the end of this document provides the definition of adjusted earnings per share and a reconciliation to reported earnings per share.
Transaction and integration related costs of £7.2m incurred in the year reflect £1.6m of post-integration IT system costs and associated fees, and £0.9m of transaction related legal fees. £2.4m relates to professional fees to support portfolio optimisation across the Group's divisions, of which £0.7m relates to rationalisation of previously acquired subsidiaries. A charge of £2.3m has been provided for historic sales taxes arising from a post integration tax compliance review.
The Group performed a strategic optimisation review and identified Mozo Pty Ltd, an Australian price comparison subsidiary acquired in 2021, having been impacted by macroeconomic challenges, and being sub-scale in its market, was no longer contributing to the overall strategy of the Group. An impairment charge related to goodwill and acquired intangible assets of £15.2m is recognised in exceptional costs. Mozo formed part of the B2C cash generating unit.
Exceptional items also include £2.7m relating to redundancy costs in line with our ongoing group wide programme to create an efficient and sustainable operating model targeting £20.0m savings per annum by FY 2028 and a £0.4m credit relating to properties which became onerous and were treated as exceptional in prior years.
Other adjusting items include amortisation of acquired intangibles of £53.3m (FY 2024: £66.7m), the decrease is due to £11.0m accelerated amortisation in the prior period for brand and customer list intangible assets relating to Look After My Bills ('LAMB'), arising with the Go.Compare acquisition, following the cessation of active management of the LAMB business in FY 2024.
Share-based payment expenses relating to equity-settled share awards with vesting periods longer than twelve months, together with associated social security costs, decreased by £3.4m to £5.5m (FY 2024: £8.9m), partly due to the lapsing of former CEO's awards. Share based payment expenses are excluded from the adjusted results of the Group as the Directors believe they are significant and result in a level of charge that would distort the user's view of the core trading performance of the Group, and include the historical one-off
all-employee Value Creation Plan scheme where a charge is booked irrespective of the likelihood of achieving the vesting targets.
At 30 September 2025, 48.3% (£290.0m of £600.0m) of the Group's facilities remained undrawn (30 September 2024: 53.8% (£350.0m of £650.0m) undrawn).
Net finance costs decreased to £28.8m (FY 2024: £29.8m) which includes net external interest payable of £24.7m (FY 2024: £25.9m) reflecting the reduction in the Group's debt and £4.1m (FY 2024: £3.9m) in respect of the amortisation of arrangement fees relating to the Group's bank facilities. A further £1.5m (FY 2024: £1.7m) of net interest was recognised in relation to lease liabilities and £0.3m (FY 2024: £0.2m) in respect of the unwinding of deferred/ contingent consideration.
The Group refinanced its entire capital structure during the year. The previous RCF of £350.0m, maturing July 2026, was refinanced with a £300.0m RCF, maturing May 2029, with two, 1-year extension options subject to lender consent.
The Group's £300.0m Export Development Guarantee Facility, maturing November 2027, was refinanced with a £300.0m 5-year non-call 2 ("5NC2") senior unsecured bond. The instrument carries a fixed coupon of 6.75% per annum, payable semi-annually in arrears, and matures in July 2030. The bond is callable at the issuer's option after the second anniversary of issuance ,according to the following schedule:
Year 3: Redeemable at par plus 50 % of the annual coupon,
Year 4: Redeemable at par plus 25 % of the annual coupon, and
Year 5: Redeemable at par.
This stepped call structure provides flexibility for the Group to optimise its capital structure. The new facilities significantly extend the maturity of the Groups debt.
Following the issuance of the Group's 5NC2 senior unsecured bond, as at 30 September 2025, 98% (FY 2024: 100%) of the Group's drawn debt was fixed at an average rate of 6.73% (FY 2024: 6.39%).
The tax charge for the year amounted to £25.6m (FY 2024: £26.4m), comprising a current tax charge of £32.5m (FY 2024: £37.9m) and a deferred tax credit of £6.9m (FY 2024: £11.5m).
The current tax charge arises in the UK where the standard rate of corporation tax in FY 2025 is 25% and in the US where the Group pays a blended Federal and State tax rate of 28%.
The Group's FY 2025 adjusted effective tax rate was 25.3% (FY 2024: 25.7%). The Glossary section at the end of this document provides a reconciliation between the Group's adjusted effective tax charge and statutory effective tax charge.
The Group's effective tax rate, inclusive of adjustments in respect of previous years, has increased to 27.8% (FY 2024: 25.6%). The Group tax charge includes the impact of the impairment of goodwill and intangibles and other non-deductible items offset by movements in uncertain tax liabilities and prior year adjustments.
The Group has assessed the impact of the enacted or substantively enacted Pillar Two legislation in the jurisdictions in which the Group operates. Based on this assessment, there is no impact of the Pillar Two legislation on the Group.
Property, plant and equipment decreased by £3.3m to £29.5m in the period (FY 2024: £32.8m) primarily reflecting depreciation of £6.9m, offset by capital expenditure of £3.6m.
Intangible assets decreased by £60.0m to £1,453.7m (FY 2024: £1,513.7m) driven by amortisation charge £64.4m and an impairment of goodwill and acquired intangibles of £15.2m offset by the capitalisation of website development costs £12.9m and £9.3m intangible assets acquired through the acquisition of RNWL and Kwizly.
At 30 September 2025, the Group had net current liabilities of £6.6m (FY 2024: £70.3m).
Total current assets decreased by £9.2m to £149.5m (FY 2024: £158.7m), led by Trade and other receivables reducing by £10.2m to £105.1m (FY 2024: £115.3m) due to lower revenue.
Total current liabilities decreased by £72.9m to £156.1m (FY 2024: £229.0m) of which: trade and other payables reduced £29.3m primarily due to a £11.5m oneoff VAT liability which was settled during the year and a £4.2m reduction in bonus accrual. Deferred income reduced by £3.8m relating to recurring subscriptions. Financial liabilities movement included a reduction
in interest bearing loans and borrowings by £20.0m as the bond refinancing secured in July 2025 provided a break in short term debt repayments. Other financial liabilities reduced by £12.2m due to the change in terms of the share buyback programme resulting in a liability of nil at 30 September 2025 (FY 2024: £12.2m). Finally a reduction in corporation tax payable and lease liabilities primarily explains the remaining £7.6m reduction.
Total non-current liabilities increased by £20.9m to £438.2m (FY 2024: £417.3m) principally from the debt refinancing secured in June 2025.
The Group remains highly cash generative, a consistent feature of the Group, with cash inflow from operations of £188.3m (FY 2024: £230.0m) reflecting continued strong cash generation. Adjusted operating cash was £193.2m (FY 2024: £236.2m). A reconciliation of cash generated from operations to adjusted free cash flow is included in the Glossary section at the end of this document.
The Group delivered adjusted free cash flow conversion of 86% and is forecast to generate sufficient cash flows to meet its liabilities as they fall due. Excluding one off items (a one-off VAT payment and the payment of the prior year bonus), the underlying adjusted free cash flow conversion would have been 96%.

After expenditure on property, plant and equipment and website development costs and returning £99.5m (FY 2024: £67.0m) to shareholders in the period through share buyback programmes and annual dividend, leverage is stable at 1.3x (FY 2024: 1.1x) and net debt excluding lease liability has increased to £276.4m (FY 2024: £256.5m).
Other significant movements in cash flows include purchase of shares into Trust of £7.0m (FY 2024: nil), lease payments of £6.2m (FY 2024: £6.9m), and net inflow of refinancing which occurred during the year of £10.0m (FY 2024: net outflow due to repayment of debt of £93.0m) offset by bank arrangement fees of £6.3m. Foreign exchange and other movements accounted for the balance of cash flows.
The going concern of the Group has been assessed, taking into account the Group's strong financial position, including external funding in place over the assessment period, of over 12 months from the date of this report, and after modelling the impact of certain scenarios arising from the principal risks in line with forecast, which have the greatest potential impact on going concern in that period. The Group was in a net current liabilities position as detailed in the balance sheet section above, but has significant adequate cash flow to meet its obligations.
Whilst each of the principal risks has a potential impact and has been considered as part of the assessment, only those that represent severe but plausible scenarios were selected for modelling. The scenarios have been modelled using the Group's existing £300.0m RCF, which was refinanced during the 2025 financial year and does not expire until after the viability period, and the £300.0m Sterling bond (2030 end date).
The scenarios are hypothetical and purposefully severe with the aim of creating outcomes that have the ability to threaten the going concern of the Group. The Group has multiple control measures in place to prevent and mitigate the scenarios from taking place.
Although the downside scenarios result in increased leverage, the Group maintains headroom over the existing bank facilities and covenants at all testing points. The results of the above stress testing showed that the Group would be able to withstand the impact of these scenarios occurring over the assessment period.
The exercise undertaken indicates that the Group is extremely diversified and
very resilient to a number of extreme but plausible downside scenarios.
The scenario modelling does not account for various mitigating actions the Board could undertake to offset the impacts of such a reduction in cashflow, such as reducing operational and capital expenditure or a disposal of part of the portfolio.
Based on the severe but plausible scenarios, the Directors have a reasonable expectation that the Company will continue in operation and meet its liabilities as they fall due over the period considered. For this reason, the Directors continue to adopt the going concern basis in preparing the consolidated financial statements for the FY 2025 results.
The Group has delivered results in line with expectations, demonstrating resilience in a challenging macroeconomic environment. The Group's strong cash generation remains a consistent feature of the Group's financial characteristics. The Strategic Report and the Financial Review are approved by the Board of Directors and signed on its behalf by:

Sharjeel Suleman Chief Financial Officer 3 December 2025
Effective strategic decision making requires a risk-aware approach throughout the Group to ensure that management and employees identify, assess and respond to risks and opportunities throughout the organisation.
The Group operates in fast-paced and dynamic sectors and markets in different territories and faces a variety of opportunities, risks and challenges that may have direct or indirect impacts on our ability to deliver value and achieve our strategic objectives, which requires well-informed and risk-aware decision making at all levels in the Group.
The Board has overall responsibility for determining the nature and extent of the net risk the Group is willing to take in pursuit of its strategy. Our robust approach to the identification and evaluation of key risks enables us to support the achievement of strategic objectives and to address the challenges, uncertainties and opportunities the Group faces.
Risk appetite sets how much risk the Group is willing to take in pursuit of its strategy, and can be summarised as:
harm or detriment to our audience, employees, suppliers and partners and other key stakeholders.
Risk appetite statements may change to reflect the Group's strategy, business performance and to reflect developments in both the internal and external environments.
The overarching risk management framework continues to evolve and is subject to ongoing oversight from the Executive Leadership Team (ELT) and robust challenge by the Audit and Risk Committee and Board. Including a formal bi-annual review of the risk register by the Audit & Risk Committee.
The Group operates in a number of different markets and environments and takes a forward-looking and proactive approach to the identification and evaluation of new and emerging risks, which are identified from current business activities, acquisitions, integration workstreams and through developments in the wider environment.
Emerging risks may be identified in a number of ways - through changes in strategic priorities, changes in the external environment, incidents and near-misses and also events impacting competitors and/or the markets in which the Group operates.
The Group's approach to risk management is evolving to reflect changes in the external environment, strategic developments, competitor landscape and wider macroeconomic and geo-political conditions.
The Group's work in monitoring strategic risk from internal and external developments has resulted in the following updates to its principal risks:
During FY25 the following have been areas of focus:
Go.Compare - ongoing focus on and enhancements to respond to the FCA's expectations in relation to Consumer Duty, which includes subsidiary Board reporting and updates.
Cyber and information security - continued focus on and investment in resilience and response capabilities.
Ongoing review of the Group's principal risks and uncertainties to ensure that these align with changes in the Group's strategic priorities - this was subject to oversight, discussion and challenge by executive management, the Audit and Risk Committee and the Group Board.

Future has adopted the three lines of defence model for the effective oversight and support of risk management.
Operational areas are responsible for dayto-day identification, management and reporting of risks.
In addition, M&A risks are identified and managed through pre-acquisition due diligence activities, integration planning and weekly project meetings.
Specialist functions provide support and advice to operational areas in areas of risk management and control design, which include Compliance, Data Protection & Privacy, Legal and Information Security.
The second line functions support management in ensuring that risks, issues and incidents are escalated and reported throughout the organisation, including (where appropriate) the Audit and Risk Committee and the Board.
Internal Audit delivers a risk based programme to provide assurance on the management of key risks and the effectiveness of the control environment.
Where required, access to internal audit utilise the services of specialists when

Key Risk movement relative to prior year New Principal Risk
The Group's performance may be affected by changes in the way that audiences search, access and consume content.
The search landscape is changing and traditional SEO is being supplemented by both AI generated summaries and large language model powered search engines as well as personalised feeds like Google Discover.
Failure to anticipate and respond to how the search market is evolving, such as the use of AI summarisation or to maximise the benefits of changing habits, like the use of Google Discover, may affect demand for our B2C advertising and e-commerce revenue.
Additionally AI summarisation tools may reduce the perceived value of our brand in the eyes of the audience and impact our direct access.
We continue to focus on securing the high trust value of our content, distinct from AI alternatives, ensuring this acts as a source of competitive advantage and loyalty.
As announced at our investor webinar in September 2025, the Group has launched a strategic initiatives 12-month roadmap to break down the delivery of the strategy in incremental steps to focus on execution. This roadmap contains a number of strategic initiatives across our three businesses with many initiatives focused on a Google-Zero approach. They include:
The Future+ initiative aims to strengthen direct access to our audience and build both frequency and loyalty, by offering members personalised experiences and exclusivity mitigating potential usage of AI summarisation. Future+ will also give us enhanced visibility of how our audience seeks to engage in our content.
Collab aims to extend our reach to audiences across media channels by using engaging content created by vetted creators.
Signal provides personalised shoppable curated content offering a differentiated experience to our audience. This will supplement both Future+ and Collab in promoting loyalty and direct access.
The combination of Future+, Collab and Signal also aims to maximise the potential of personalised search development, such as Google Discover to strengthen visibility and monetisation of our content.
Furthermore, strengthening direct engagement with the Group's passion led, loyal and highly engaged audiences enables us to sell directly to advertisers at increased yields to reduce reliance on open auction.
To date we have entered into content partnerships, including Open AI and ProRata to both promote our own content and obtain deeper understanding around how it is being consumed. We continue to evaluate further strategic partnerships.
The CEO provides the Board with regular updates on market and competitor activity. You can also read more about our Business Model in the Strategic Report on page 13.
The Group is reliant on its ability to market, distribute and monetise content through various media channels.
Our audiences are increasingly platformagnostic and they choose to access content through an increasingly diverse mix of channels including search engines, websites, social media apps or email.
This means that the Group's ability to attract, engage and retain audiences depends on its ability to operate effectively across a range of media channels.
Failure to anticipate and respond to the changing trends and consumer behaviour may result in a reduction in audience and impact revenue, profit and future growth.
We aim to mitigate this risk by ensuring our brands operate in a platform-agnostic way to ensure our content is found through channels such as websites, emails, videos, social platforms, magazines, live events, podcasts and webinars.
This diversified proposition, a core principle of our strategy, creates a multiplying platform effect in several ways.
Collab aims to provide vetted creators with access to our trusted brands, increasing our ability to monetise content in a platformagnostic way. This naturally supplements our existing branded content creation distributed through our own channels increasing breadth and resilience .
Signal will enhance audiences' online shopping experience by providing curated content tailored by brands that extends our ecommerce offering across media channels
Further bolt-on M&A does offer us new audiences that we can draw to existing brands through initiatives like Future+, Signal and Collab. Or we can apply our existing monetisation routes to brands we acquire to enable them to scale.
Lobbying activities to ensure the Group is in a position to influence regulatory and governmental developments.
Regular monitoring of developments in the search landscape is conducted by the Content and Strategy team with updates provided to the Executive Management team and the Board.
The Group derives its revenue principally through marketing activities and customer engagement across its websites and online publications. This includes digital advertising, subscription services and comparison journeys.
The Group and its third-party partners are required to comply with stringent data protection and privacy legislation – including the UK and EU General Data Protection Regulation (GDPR) and equivalent laws in other markets (e.g. US) – governing the collection, use and sharing of personal information. These laws impose significant obligations of transparency, accountability and data governance on the Group.
The collection, storage and use of personal data carries the risk of misuse, loss, compromise or unauthorised access. Such incidents could lead to regulatory enforcement, financial penalties, reputational harm and a loss of trust among customers, partners and advertisers.
Evolving global privacy and advertising standards continue to affect the Group's data-driven marketing and audience-targeting activities. While major platforms have paused plans to withdraw third-party cookies entirely, increased scrutiny of tracking technologies and targeted advertising persists. In the US, legacy state privacy and consumer protection laws are increasingly being applied to modern adtech practices, creating further uncertainty and potential compliance exposure.
The Group Data Protection and Privacy function provides expert support, guidance and oversight across all business areas. Global privacy and data protection developments are continuously monitored to ensure that emerging regulatory requirements are identified and embedded into business practices.
Contractual provisions with third-party suppliers and partners include data protection and security obligations to ensure compliance and safeguard personal information. Mandatory training and awareness programmes reinforce colleague understanding of privacy responsibilities and evolving regulatory expectations.
Privacy and data governance considerations are integral to acquisition due diligence and integration planning. The Privacy function maintains regular engagement with key business stakeholders to review developments, assess risks and set priorities, ensuring that data protection remains embedded in operational and strategic decision-making.
The Audit and Risk Committee regularly reviews results of internal control reports and the Board receives internal corporate governance and compliance updates. You can read more about our governance framework on pages 78 to 79.
Group performance could be adversely impacted by factors beyond our control such as the economic conditions in key markets and political uncertainty.
The macroeconomic climate and continued uncertainty surrounding the impact of interest rates, inflation, energy costs, events in the Middle East, war in Ukraine and the US tariff landscape could lead to reduced consumer spending and a related downturn in advertising.
An economic downturn, fiscal policy changes or unexpected developments linked to worsening economic conditions may have a negative impact on revenue and profit.
The Group is diverse geographically and continues to grow the diversity of its revenue segments, which provides resilience to economic shocks in any particular country or region.
Continuous monitoring of macroeconomic developments and market conditions.
The Group is a market leader in many sectors in which it operates, which provides resilience in tough economic conditions.
The Board is regularly updated across the year, and performs a deep review annually in the strategy review, on the consideration of the impact of the macroeconomic environment. You can also read more about this in the Strategic Report starting on page 4.
Certain third parties are critical to the operations of our businesses.
Key third parties include:
A failure of one of our critical third parties may cause disruption to business operations, impact our ability to deliver products and services, meet the needs of our customers and result in financial loss. The reputation of our businesses may be damaged by poor performance or a regulatory breach by critical third parties.
Robust continuity arrangements are in place for disruption to key third parties.
Magazine Supply Chain and Production BCP capabilities and contingency arrangements for Paper Mill Suppliers, Printers (UK, US and Australia), Distribution partners, Wholesalers and Postage Suppliers.
Print options and contingency plans are assessed through market review, procurement charter and tender exercises.
Financial stability checks on key third-party service providers and suppliers.
Contingency plans in place to switch to alternative networks should a failure occur by wholesalers.
Operational and financial due diligence is undertaken for any new key suppliers or material changes.
Contracts, service levels and outputs are closely managed on an on-going basis for key third party services.
Regular reviews of key suppliers financial stability and financial performance.
Analysis of magazine production and supply chain business continuity capabilities, inc. paper suppliers, printers.
Global paper supply tender exercise completed in 2025.
Board updates on key third-party service providers from executive management.
Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain highly skilled individuals in both the UK and US, at executive board and leadership levels and in our senior management and technical teams.
The Group has a senior management team that has a strong track record of innovation, scaling media groups and creating value.
Lack of skilled, experienced and motivated people at executive board level and throughout the wider group may lead to an inability to deliver on strategy and business and financial performance targets.
Skilled executive and senior leadership teams across brands and verticals.
Regular review of people metrics by executive management inc. hires, attrition and net employee movement.
Talent management framework in place, including coaching, mentoring, performance management program and leadership development program.
Training and development opportunities available to all employees from online, in-house courses to funded professional qualifications.
Ongoing review reward packages and employee benefits, including benchmarking against peers.
Employee engagement activities, including surveys, workshops and listening sessions, and peer benchmarking analysis to respond to employee feedback and prevailing best practice.
DE&I initiatives in place to ensure the Group remains an attractive employer that responds to the needs of a wide range of employees from different backgrounds.
The Board, Nomination Committee and Remuneration Committee receive regular reports on reward and people-related matters. The Nomination Committee regularly reviews Board succession planning and the Board receives updates on senior talent management programmes. You can read more about the work of the Nomination Committee on pages 85 to 87.
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The Group relies on high-performing and resilient IT solutions and infrastructure to support systems and data science solutions that meet customer and partner expectations for experience, use and device of choice. These include content management, e-Commerce advertising, CRM systems and datastores.
The Group is dependent upon its websites and underlying tracking technology to generate income. Outages, poor performance may result in reduced revenue and loss of audience to competitors.
Disruption, poor performance or unavailability of key IT solutions may result in an inability to produce content and to provide first-class customer experience and support e-Commerce and advertising activities may result in an inability to meet business performance and financial targets.
A cyber security incident could result in interruption to trading, damage to reputation, regulatory scrutiny and censure along with increased costs and resources to manage, mitigate and recover from incidents.
Proactive monitoring, detection, prevention and response to the cyber threat landscape by the Information Security team.
Specialist third-party reviews of information security, IT resilience and business continuity capabilities.
Business impact assessments in place and reviewed annually. Business continuity arrangements in place for all processes, suppliers and systems deemed critical.
Ongoing vulnerability assessment programme in place.
Dedicated IT teams in place consisting of Technology & Engineering and Ops & IT, reporting to the Group CTO.
Network redundancy and resilience (multiple network connections) built into all locations including data centres.
Data centre infrastructure in place with geographical failover capabilities for greater resilience.
Full backup and disaster recovery capabilities in place for key systems with annual testing.
Cyber and Information Security training is mandatory for all employees, including random phishing simulations.
The Board receives updates and reports from the CEO and CTO on IT related matters, including budgets and ongoing delivery of key projects and initiatives.
The Group's activities, supply chains and customers may be impacted by climate change, extreme weather events and physical changes caused by climate change.
There are also increasing expectations from governments, regulators, customers, suppliers and partners to ensure that the Group operates in a responsible and sustainable way to minimise environmental harm and reduce carbon emissions.
A failure to respond to climate change and the climate-related expectations of key stakeholders may lead to negative impact on the Group's reputation, business and financial performance.
Our Future, Our Responsibility strategy established in place, comprising of four pillars: Climate, Culture, Community and Content.
Plans in place to reduce greenhouse gas emissions (both direct and in the wider value chain).
Climate change scenario planning workshops take place annually.
Carbon Literacy training rolled across the Group.
Reviews under way of key supply chain partners to understand their net zero approach.
For more information about the risks and opportunities we have identified specifically in relation to climate change and as part of our climate-related risks and opportunities starting on page 54.
Information about each of these pillars can be found in the Responsibility section starting on page 21.
The Board, Responsibility Committee and Audit & Risk Committee receive regular updates on TCFD, ESG and the four pillars of the Group's Responsibility strategy.
The Group operates in a number of regulated markets (insurance, lending, mortgages, energy and home communications) in the UK and is required to comply with relevant legal and regulatory requirements.
Failure to comply with existing or adapt to changes in future legal and regulatory requirements may have a fundamental impact on the Group's business model, leading to reputational damage, regulatory scrutiny and / or sanction and a failure to meet financial and operational targets.
This may result in consumer harm due to our failure to comply with existing regulatory requirements and/or implement regulatory changes and an inability to implement key business change initiatives successfully.
In-house Compliance team provide ongoing support and advice on regulatory developments, marketing campaigns, product and journey development and changes and associated content updates.
Distinct and separate governance approach for Go.Compare to ensure that FCA expectations and requirements are adhered to, including regulatory change implementation.
Comprehensive regulatory training and development for board members, senior management and employees.
Outsourced internal audit programme to provide assurance on compliance with key regulatory requirements.
Regular reviews and updates on Consumer Duty developments and broader regulatory change are presented to the Go.Compare Board and the Audit and Risk Committee.
52 Future plc
The Directors have based their assessment of viability on the Group's current strategy, which is outlined in pages 11 to 12. The Group's prospects and risks are continually assessed through:
The Directors consider a three-year period, to September 2028, the most appropriate for the Group's viability statement as:
repeatable revenue. Print magazines, as a whole, are in secular decline, making longer-term forecasting less relevant;
This process includes an annual review of the ongoing plan, led by the Group's Executive Directors. The latest updates to the plan were finalised in December 2025. The base case financial projections start with the Group's 2026 budget and look ahead over the assessment period to include an expected level of growth. The Group's funding position is also considered, with focus on the ongoing compliance with the covenants attached to the Group's external debt.
The viability of the Group has been assessed, taking into account the Group's strong financial position, including external funding in place over the assessment period, and after modelling the impact of certain scenarios arising from the principal risks, which have the greatest potential impact on viability in that period.
The Group remains highly cash generative, a consistent feature of the Group, with cash generated from operations being £188.3m (FY 2024: £230.0m). After returning £99.5m (FY 2024: £67.0m) to shareholders in the year through the share buyback programme and annual dividend, leverage increased to 1.3x (FY 2024: 1.1x). Net debt excluding lease liability increased to £276.4m (FY 2024: £256.5m). These figures represent the actualised figures in the consolidated financial statements.
A number of scenarios have been modelled, considered severe but plausible, that encompass these identified risks. Whilst each of the risks on pages 49 to 51 has a potential impact and has been considered as part of the assessment, only those that represent severe but plausible scenarios
were selected for modelling. None of these scenarios individually threaten the viability of the Group. The scenarios have been run both individually and with 1) and 3) combined (as the combination of all downside scenarios occurring at once is considered to be remote). The viability scenarios have been prepared using the most recent Board approved budget, which uses the 9+3 forecast for FY 2025, in keeping with the goodwill impairment assessment.
For the viability modelling, we have assumed:
All scenarios have been modelled using the existing £300m RCF (which was refinanced in the 2025 financial year) and the £300m bond (which is due in 2030). As both facilities are in place for the duration of the viability period, all scenarios use the base case model for these financing options.
The scenarios above are hypothetical and purposefully severe with the aim of creating outcomes that have the ability to threaten the viability of the Group. The Group has multiple control measures in place to prevent and mitigate the scenarios from taking place.
Although each of the downside (and the combined) scenarios result in increased leverage, the Group maintains headroom over the existing bank facilities and covenants at all testing points. The results of the above stress testing showed that the Group would be able to withstand the impact of these scenarios occurring over the assessment period.
The exercise undertaken indicates that the Group is extremely diversified and very resilient to a number of extreme but plausible downside scenarios. The Directors also reviewed the results of a reverse stress test, which was undertaken to illustrate the scenario required to exhaust cash balances or breach covenants within three years. This identified that it would require cashflow to reduce by 80% in total across FY 2026 and FY 2027 for the Group to be in breach of its leverage cover covenant limits in FY 2027. The Directors consider such a large reduction to be extremely unlikely and would
| Scenario | Associated Principal Risk(s) | Description |
|---|---|---|
| 1) Significant Media revenue reduction |
1. Search disruption; 2.Distribution platforms; 6. People; and 8. Climate change |
This scenario assumes a significant reduction in digital advertising revenues and eCommerce (net of direct cost reductions) compared to the three year plan. This could be from a change in consumer habits and/or changes in algorithms and strategies of tech giants which could materially impact traffic and media revenues, together with the impact of failing to meet our level 3 emission requirements. This includes the impact of the Google AI overview driving customers directly to sources rather than through Future brands, and the impact of social media taking up a more prevalent space within advertising rather than traditional means. The scenario also assumes no bonus payment in any of the next three years. |
| Total EBITDA impact of £291.4m (£81.7m in FY26, £102.5m in FY27 and £107.2m in FY28). | ||
| 2) Data security breach |
3. Personal data; and 7. Cyber & IT |
The Company is subject to a cyber-attack that results in a serious data breach, critical systems outage, and loss of business and customer data. This results in a significant loss of reputation among customers, a material reduction in Media revenues and additional IT costs while the breach is rectified. The breach of customer data would also result in the most significant monetary penalty being applied by the Information Commissioner's Office (the higher of £17.5 million or 4% of the total annual worldwide turnover in the preceding financial year). Given the inherent uncertainty of total quantum, this test is purposely severe as a stress test for the Group. Total EBITDA impact of £219.5m (£94.7m in FY 2026, £92.0m in FY 2027 and £32.8m in FY 2028). |
| 3) Significant change in the external environment |
2. Distribution platforms; 4. Economic and geo-political 5. Key suppliers & supply chain; and 6. People |
This assumes a reduction in advertising and magazine revenues as well as a print margin decline and extended collection days and an overseas third party distributor going bankrupt, resulting in bad debt exposure and supply disruption. The scenario also assumes no bonus payment in any of the next three years. Total EBITDA impact of £192.8m (£62.7m in FY26, £64.1m in FY27 and £66.0m in FY28). |
| 4) Combined scenario |
1. Search disruption; 2. Distribution platforms; 4. Economic and geo-political; 5. Key suppliers & supply chain; 6. People; and 8. Climate change |
This scenario assumes a combination of scenarios 1 and 3 above occurring simultaneously. Where there is overlap between the individual scenarios, we removed the duplication but left the worst case position, as such the total impacts are not additive with respect to the individual scenarios. Total EBITDA impact of £347.0m (£100.2m in FY26, £122.2m in FY27 and £124.5m in FY28). |
contradict the Group's underlying track record and success of the business model.
The scenario modelling does not account for all various mitigating actions the Board could undertake to offset the impacts of such a reduction in cashflow, such as reducing operational and capital expenditure, a disposal of part of the portfolio, a reduction or removal of dividends paid or a postponement of share buyback schemes. In the event of a disposal, the Group would be using a share of the proceeds to pay down debt, giving further optionality and flexibility to the Group.
Based on these severe but plausible scenarios, the Directors have a reasonable expectation that the Company will continue in operation and meet its liabilities as they fall due over the three-year period considered.
54 Future plc



Climate change, and how we are responding to the risks and opportunities that it poses, is important to our stakeholders (Our Audience, People, Investors, Commercial Partners, Suppliers and Regulators).
This report sets out Future's climate-related financial disclosures, current approach, and future commitments, in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommended disclosures, and in compliance with the Financial Conduct Authority (FCA) UKLR 6.6.6R and the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.
Future's ESG Strategy, Our Future, Our Responsibility (see Corporate Responsibility section on page 21), sets out our commitments on broader ESG issues, including:
Pillar - Climate: containing our climate commitments. This includes an ambition to reduce our Greenhouse Gas (GHG) emissions by 42% by FY 2030 and by 90% by FY 2050. We hope to overachieve against our long term target and reduce our GHG emissions by 100% by 2030. However, in the event that we achieve 90%, we plan to mitigate the remaining 10% GHG emissions by "neutralising" through carbon removals, which would either be natural through reforestation or afforestation, or technological (carbon capture and storage). It's likely we would work with a third party partner to achieve this.
Pillar 4 - Content: including how Future enables its readers and communities to take climate action, such as at home or through the products they purchase.
We undertook a comprehensive work programme in FY 2023 to understand better the climate-related risks and opportunities that could impact our business, as well as the resilience of our strategy under various climate scenarios. We have updated our climate scenario analysis for FY 2025, as 2024 marked the first year that global
temperatures exceeded 1.5°C above pre-industrial levels. Whilst this does not mean the international 1.5°C limit has been broken, as that refers to a long-term average over decades, it does bring us closer to exceeding it as emissions continue to heat the atmosphere.
The climate scenario analysis was overseen by the Board, Audit and Risk Committee and Executive Leadership Team, and managed by the Responsibility Committee (see Corporate Governance section on page 56). We have continued to integrate climate change into our overall risk management processes and determined metrics to track performance and set targets (see page 72).
Following this work, as detailed in the sections below, we are compliant with all 11 of the TCFD's recommended disclosures. We are disclosing our Scope 3 emissions (using FY 2024 data) for the third consecutive year, as our best estimate at this point (see page 26). We will continue to improve our disclosures over time, as outlined in this report and as best practice evolves.
The table below summarises how Future has aligned its actions on climate change to the four TCFD thematic areas, signposting where disclosures are consistent with the recommended TCFD and CFD disclosure requirements, and describing our areas of focus for FY 2025.

Disclosure is consistent with recommended TCFD and CFD requirements

Disclosure is not consistent with recommended TCFD and CFD requirements, with focus on further improvements in FY 2025
42% by FY 2030 and by 90% by FY 2050 (see Corporate Responsibility section, page
27).
| TCFD thematic area | TCFD recommended disclosures |
Relevant section within this report | Timeline |
|---|---|---|---|
| Governance Disclose the organisation's governance around climate-related issues and |
(a) Describe the Board's oversight of climate-related risks and opportunities. |
(a) Board oversight of climate-related risks and opportunities (CFD A)' section, page 56. |
The Responsibility Committee continues to oversee climate-related risks and opportunities, in accordance with the latest guidance and recommendations. |
| opportunities. | (b) Describe management's role in assessing and managing climate related risks and opportunities. |
(b) Management's role in assessing and managing climate-related risks and opportunities section, page 56. |
|
| 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. |
(a) Our processes for identifying and assessing climate-related risks (CFD B) section, page 58. |
We have integrated climate-related risks into Future's overall risk management processes, including embedding the most material risks within the Group's principal risk register. |
| (b) Describe the organisation's process for managing climate related risks. |
(b) Our processes for managing climate related risks section, page 62. |
||
| (c) Describe how processes for identifying and managing climate related risks are integrated into the organisation's overall risk management. |
(c) How our processes for identifying, assessing and managing climate-related risks are integrated into our organisation's overall risk management (CFD C) section, page 62. |
||
| Strategy Disclose the actual and potential impacts of climate related risks and opportunities |
(a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. |
(a) The climate-related risks and the opportunities we have identified over the short, medium and long term (CFD D), page 63. |
We will continue to assess the impact of climate-related risks and opportunities on our strategy, to improve resilience to material risks faced and capitalise on opportunities, for example, delivering on our |
| on the organisation's business, strategy and financial planning where such information is material. |
(b) Describe the impact of climate related risks and opportunities on the organisation's business strategy and financial planning. |
(b) The impact of climate-related risks and opportunities on our organisation's businesses, strategy, and financial planning (CFD E)' section, pages 63-71. |
target of reducing GHG emissions by 42% by FY 2030 - see further details on page 73. We also aim to expand our coverage of climate-related editorial content and further reduce our digital advertising emissions, in |
| (c) Describe the resilience of the organisation's strategy, taking into consideration different climate related scenarios, including a 2°C or lower scenario. |
(c) The resilience of our strategy, taking into consideration different scenarios, including a 20 or lower scenario (CFD F)' section, pages 58-61. |
line with the targets set on page 73. | |
| Metrics & targets Disclose the metrics used to assess and manage relevant climate-related risks and opportunities where such |
(a) Disclose the metrics used to assess and manage relevant climate-related risks and opportunities where such information is material. |
(a) Metrics used by our organisation to assess climate-related risks and opportunities in line with our strategy and risk management process (CFD H)' section, page 72. |
Future's Scope 1 and 2 emissions are disclosed on page 26, within the Corporate Responsibility section. We calculated our Scope 3 emissions for the third time in FY 2025. The data used is |
| information is material. | (b) Disclose Scope 1, Scope 2 and if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks. |
(b) Our organisation's Scope 1, Scope 2 and Scope 3 Greenhouse Gas (GHG) emissions, page 26, and the related risks' section, pages 63-69. |
from FY 2024, because our suppliers collate a significant share of the underlying data (particularly relating to the physical supply chain of our magazines) on a calendar-year basis. |
| Responsibility Report, pages 21-34. | The basis of calculation is the GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard. We have identified which of the 15 categories are relevant for Future and collated the appropriate data. We have published our latest view of our Scope 3 emissions (FY 2024 data) on page 26 of the Corporate Responsibility section. |
||
| (c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance |
(c) The targets we are using to manage climate-related risks and opportunities and performance against targets (CFD G)' section, page 73. |
We have aligned our targets in accordance with SBTi guidelines, but have not submitted them. Progress is being tracked against Future's |
|
| against targets. | target of reducing our GHG emissions by |
56 Future plc
Future's understanding and response to climate change is part of the Group's wider ESG Governance and Risk Management processes. The Board provides ultimate oversight of these processes, supported by the Group's Executive Committees and management functions.
The diagram opposite illustrates how our climate-related governance is integrated within our business model.
The Board has ultimate responsibility for ESG Governance, including the Group's approach to climate change.
The Our Future, Our Responsibility ESG strategy was considered and adopted by the Board in December 2021. The Board receives updates at least twice a year from the Director of ESG on performance against the ESG Strategy, including the Group's actions to mitigate its carbon emissions and progress against climate-related targets.
Progress to date against our targets and Carbon Reduction Pathway (described in the Corporate Responsibility section on page 27) was reviewed and discussed at the Board meetings in February, May, July and September 2025.
Climate-related risks have been considered as part of the Group's FY 2026 budget process and three-year plan review. For example, the Board considered the importance of climate risk on location strategy. None of the identified risks has an 'Almost Certain' or 'Very Likely' material impact on the business in the short term.
The Board has ultimate responsibility for the Group's risk control environment, including the annual review of the Risk Register at its September meeting. The Risk Register is signed off by the CFO (Sharjeel Suleman) and CEO (Kevin Li-Ying).
Future is a low-capital expenditure business; therefore, decisions made regarding capital expenditure would not have a significant impact on our climate strategy and have thus not been taken into account for capital expenditure-related decisions during FY 2025.
The Audit and Risk Committee leads its work on the internal control environment, including reviewing risks from emerging legislation.
The Committee is responsible for approving the Group's TCFD disclosures as part of the Annual Report and Accounts process and meets with the Responsibility Committee at least twice a year. The Chair of the Audit & Risk Committee, Alan Newman, also reports back to the Board after every Committee meeting.
See page 89 for the members of the Audit and Risk Committee.
The Group has appointed a Responsibility Committee consisting of Ivana Kirkbride, Angela Seymour-Jackson, Meredith Amdur, Sharjeel Suleman and Kevin Li-Ying. The Responsibility Committee oversees and manages climate-related risks and opportunities. Its duties include reviewing progress against priorities and objectives, as well as the effectiveness of climate-related risk management. In FY 2025, its climate responsibilities focused on reviewing our Scope 3 data and progress against our Carbon Reduction Pathway (see page 27).
All Board members and the four Our Future, Our Responsibility Pillar Sponsors are invited to attend each meeting of the Responsibility Committee, even if they are not formal committee members, as this provides essential context for discussions. The Chair of the Responsibility Committee also reports back to the Board after every Committee meeting.
The Chair of the Audit and Risk Committee, Alan Newman, attends the Responsibility Committee meetings at least twice a year, when climate responsibilities and actions are discussed, to ensure the risk process is holistic.
Future's Executive Directors' remuneration policy, as disclosed in our FY 2024 Annual Report, included an ESG measure applying to 10% of the annual bonus amount. The ESG measure for FY 2024 was related to colleague engagement, calculated based on the results of the Annual Colleague Engagement Survey. This marks Future's first step toward incorporating ESG metrics into our incentive scorecards. We have started with a people measure, given that our success as a business is closely tied to our ability to recruit, retain and engage a highly talented workforce.
Managing our emissions is an essential part of mitigating the risks we face from climate change, as increasingly consumers, advertisers, and employees want to see us make progress toward net zero. The Remuneration Committee considered but are not proposing a carbon reduction target in this round of LTIP awards; it has been discussed that Future is not a significant emitter of carbon and has already made significant progress towards its 2030 carbon target.

See page 97 for the members of the Remuneration Committee.
The VP of People & Culture, Sam Feldman, has ultimate responsibility for delivering the Our Future, Our Responsibility ESG strategy, including the Group's climate commitments. She and the Director of ESG report back to the Board at least twice a year on the progress against climate-related initiatives and targets, which the Climate Pillar working group drives.
This group is responsible for implementing the outcomes of the climate scenario analysis, which include further reductions in emissions from print and digital advertising during FY 2026 and into FY 2027. This Group provides quarterly input to the Director of ESG.
The Group Risk and Compliance Function is responsible for compiling and reviewing risks. The SVP Magazines, Subscriptions & Events is responsible for ESG-related risks affecting Future's physical supply chain (primarily paper and print).
As mentioned on page 54, the process of identifying and assessing climate-related risks outlined above was undertaken for the first time in FY 2023. In light of the rapid changes in global temperature that we are seeing, we have renewed our climate scenario analysis this year. Working with our external advisors, SLR Consulting, we identified a revised range of climate outcomes, using 1.5-2.5°C, 2.0-3.5°C and 3.0-5.0°C climate change scenarios. These were used as the basis for a climate change scenario workshop in May 2025, held with the Executive Leadership Team, Finance, IT Operations and Facilities departments.
During the workshop, we discussed the possible risks and opportunities for Future in each climate change scenario, and possible mitigation strategies for the risks identified. In addition to the previously identified risks and opportunities, we identified four new risks and no new opportunities. Following the workshop, we assessed the financial impact and likelihood of each climate-related risk and opportunity (old and new) within three timeframes (0-3 years, 3-6 years and 6+ years), using the scoring matrix below (which is in line with Future's overall risk management approach and in line with previous disclosures, but updated to reflect current materiality thresholds):
The tables on pages 63 to 70 summarise the risks and opportunities that the Group has
identified, along with their classification (i.e. transition vs physical), materiality, likelihood, the timeframe over which they are expected to materialise and Future's management approach.
Our definition of a material financial impact is an increase or decrease in profit before tax of over £6m, being the level at which investors would consider a risk to be material to the Group's results.
1.5-2.0°C scenario could mean, for example, carbon taxes of approximately £300/tCO2e, or, in a 3.0-5.0°C scenario, a very high degree of physical risks, such as flooding.
To stress test the Group's performance and understand the resilience of the business under a range of climate outcomes, we defined three climate scenarios for analysis, based on the latest information from the Intergovernmental Panel on Climate Change (IPCC) and International Energy Agency (IEA):
For each scenario, we have modelled the impact of the identified transition and physical risks, with a summary of the results presented on pages 59 to 61, including the approximate likelihood and financial impact of the highest transition risks, physical risks, and opportunities.
| Impact | 5 Significant | 4 Major | 3 Moderate | 2 Minor | 1 Insignificant |
|---|---|---|---|---|---|
| Financial Impact (Revenue or Op Profit) |
Greater than £39m (Higher of 5% Revenue or 15% Op Profit) |
£22m - £39m (Higher of 2.5% - 5% Revenue or 10% - 15% of Op Profit) |
£6m - £22m (Higher of 1.0% to 2.5% Revenue or 3% - 10% of Op Profit) |
£3m - £6m (Higher of 0.5% to 1.0% Revenue or 1% - 3% Op Profit) |
Less than £3m |
| LIKELIHOOD | 5 Almost Certain | 4 Likely | 3 Possible | 2 Unlikely | 1 Almost Impossible |
We have selected this scenario because 1.5°C of global warming is widely accepted as the "safe level" by the scientific community, and therefore, what the global community is striving to achieve. It is also the level of ambition used by the Science-Based Targets initiative (SBTi) for large corporations, with which Future has aligned its GHG reduction targets. However, as current emission reductions and policies are not moving fast enough to meet the 1.5°C scenario, we have chosen to use a range of 1.5-2.0°C, placing more emphasis on a slightly higher warming scenario. We have used the IPCC's 'RCP 2.6 & SSP1 scenario' and the IEA's 'Sustainable Development Scenario' to inform our 1.5-2.0°C scenario.
In this scenario, global collaboration helps shift society away from fossil fuels and focuses on adding value aside from economic, such as well-being. A united response enables all value chains to benefit from sustainable action. Achieving this goal has required an unprecedented and substantial shift in policy and behaviour:
Mandatory climate disclosures, cross-border carbon taxes, demands for sustainable materials, and the need for supplier innovation and decarbonisation drive rising supply chain costs and transformation pressures.
Renewable infrastructure stabilises energy prices and cuts costs. ESG investments are on the rise, making sustainable finance a key competitive advantage. Supply chains shift unevenly, with some struggling to keep pace with the low-carbon transition.
We have seen a shift from economic growth to general well-being. Consumers care deeply about the climate. Mass consumption is viewed as excessive and selfish, and society does not tolerate it.
Growing demand for low-carbon technology drives innovation in sustainable digital infrastructures, such as energy-efficient data centres and studios, which becomes a competitive differentiator.
Governments implement supportive policies and regulations promoting sustainability, such as subsidies for renewable energy and incentives for reducing carbon footprints.
Swift transition to renewable energy sources in operations to reduce carbon footprint, leading to increased demand and growth opportunities.
A slower transition leads to an unstable and increasingly unpredictable world.
We have selected this scenario because the actions taken by governments so far (e.g., regulation) have not been as rapid and systematic as they need to be to limit global warming to 1.5°C. This scenario is considered the most likely, based on the current level of climate ambition and commitments. We have used the IPCC's 'RCP 4.5 & SSP2 scenario' and the IEA's 'Announced Pledges Scenario' to model our 2.0-3.5°C scenario.
Global emissions have fallen rapidly - by 60% from 2020 to 2050 - however, a disorderly transition to a low-carbon economy reflects a 'business as usual' approach. Engagement from leaders and the public is intermittent, while the physical impacts of climate change become more evident. This results in moderate transition risks, with amplified physical risks, including increased labour costs and an exodus of talent if city locations become unattractive. Additionally, there are increased costs associated with upgrading digital equipment and data centres, as well as agencies and advertisers increasingly seeking to place business with companies on 'green' lists. The impact is clear to see for many:
Risk of non-compliance from sudden regulatory shifts. Reactive policies in the late 2020s/early 2030s aim to curb climate impacts. Diverging national policies fuel geopolitical tension. Policy-makers delay decisive action, feeding uncertainty.
Regular disruptions to business operations. Global, just-in-time supply chains face challenges due to divergent policies; in some regions, unsupportive policy environments make sourcing low-carbon products difficult.
Audience interest is likely to grow in practical and solution-oriented content, such as how to live sustainably or adapt to changing conditions.
Investments in new technologies are necessary to meet rapidly changing environmental standards and to keep pace with customer demand, potentially incurring financial strain from increased capital expenditures in energy efficiency/emissions reduction technologies.
There is a need to allocate resources quickly to adapt to new legal frameworks such as carbon pricing and emissions caps.
Enhanced risk of operational disruptions from floods, storms, and heatwaves. Investment in infrastructure to withstand extreme weather is required. Significant resources might be required to enhance business continuity planning.
Failure to act leads to an irreversible, unstable, and in some cases uninhabitable world.
We have selected this scenario as a "reasonable worst case." This scenario carries the risk of tipping points being breached, leading to runaway climate change. Recent climate science suggests that this scenario is becoming increasingly likely in the future, given current policies and trends. We have used the IPCC's RCP 8.5 & SSP5 scenarios, as well as the IEA's 'Stated Policies Scenario', to model our 3.0-5.0°C scenario.
Strong economic growth propped up by the unrestricted use of fossil fuels results in prolific long-term development. However, the financial toll of climate change becomes an unprecedented drag on preserving that growth. Emissions are expected to roughly double by 2100, and global warming is projected to accelerate well past the point of no return by 2030. The consequences are widespread and tangible, catastrophic in some cases:
In the short and medium term, there will be an absence of effective government policies or regulations to mitigate climate change, resulting in a lack of incentives for sustainability initiatives.
Disruption and volatile prices have become the new normal due to supply chain disruptions. Fossil fuels drive growth in the short term, but companies are realising the long-term economic damage from climate change.
Behavioural change is being linked more closely to adapting to the impacts of climate change (e.g., moving, migrating), resulting in slower uptake and buy-in of low-carbon technologies.
Limited investment in and adoption of new technologies result in inefficiencies and increased vulnerability to climate impacts in the long run.
Exposure to evolving environmental disclosure regulations, such as ESG reporting, especially if media is used for product promotion, results in operational complexity and a greater compliance burden.
Increased frequency and severity of extreme weather events such as floods, droughts, and heatwaves, which disrupt supply chains, site operations and production processes.
Future operates a model of two lines of defence for climate-related risks. Executive management, who are responsible for the day-to-day management of risks, including climate-related risks, act as the first line of defence. Specialist functions, including Compliance, Legal, Privacy, and the Director of ESG, provide second-line support and advice.
We have an established process for risk identification and control, overseen by the Audit and Risk Committee under the supervision of the CFO. A more detailed description of the risk control process and the risk register can be found on pages 47 to 53.
There is a twice-yearly exercise to identify risks and compile the Group's Risk Register. Due to their longer-term nature, climaterelated risks are reviewed and updated at the end of each financial year as part of the annual reporting cycle. During FY 2025, we identified our climate-related risks via in-depth workshops as detailed on page 58. Executive stakeholders across the business, including ELT members, have been consulted during FY 2025 to identify changes in risk and emerging/ new risks for consideration. Identified risks are evaluated for likelihood, impact and the effectiveness of mitigation, with the Board reviewing the most material climate-related risks annually. A member of the ELT formally assumes ownership of every risk on the Register.
The Group considers the risk of existing and emerging regulatory requirements in determining our climate-related risks (see table on pages 63 to 70). It will continue to monitor developments in regulatory requirements going forward.
During FY 2025, we further disaggregated and investigated our climate-related risks through the use of detailed climate scenarios, as described on pages 59 to 61, leading to a more detailed set of identified risks and management actions that have been incorporated into the FY 2025 Risk Register.
Each climate-related risk has been assigned an owner on the ELT, and that ELT member is responsible for ensuring mitigations are in place for risks that have been categorised as having a material financial impact (a decrease in profit before tax of over £6m) and have a likelihood of Almost Certain or Likely (in any scenario or timeframe).
Potential annual impact on profit before tax of most significant risks and opportunities (unmitigated):
Risks Insignificant Minor Moderate Major Significant Timeframe Opportunities Insignificant Minor Moderate Major Significant Short-term: 0-3 years Medium-term: 3-6 years Long-term: >6 years
a. The climate-related risks and the opportunities we have identified over the short, medium and long term (CFD D)
b. The impact of climate-related risks and opportunities on our organisation's businesses, strategy, and financial planning (CFD E)
The process of identifying risks and opportunities included our assessment of the impact at a geographical level and by business sector. For example, this involved evaluating the physical risks associated with our office
locations globally, as well as transition risks and opportunities for specific revenue streams, as shown in the table below. Certain risks were identified which did not have a moderate or material impact on our
business under any scenario or timeframe, and which have therefore been excluded from the table below:
Scenario Transition Risk Timeframe
In order for this scenario to become reality, governments will need to implement policies and regulations, potentially leading to increased costs, such as carbon taxation, which has already been imposed by many nations worldwide.
It's unlikely that carbon taxes will be introduced within the next 0-3 years, and more likely that the UK will continue with the current UK Emissions Trading Scheme.
If this scenario became reality, it's Unlikely this risk would affect Future in this timeframe, and we would expect an Insignificant financial impact on our business.
It's likely that carbon taxes would be in place for most sectors within this timeframe.
Short Medium Long
If this scenario became reality, it's Likely this risk would affect Future in this timeframe, and we would expect a Minor financial impact on our business.
It's very likely that carbon taxation would be in place for all sectors in the long term.
If this scenario became reality, it's Almost Certain this risk would affect Future in the long term, and we would expect a Minor financial impact on our business.
In order for this scenario to become reality, we have to assume governments have not implemented policies and regulations quickly enough.
Instead, reactive policies may be introduced in the late 2020s/early 2030s to mitigate the inevitable impacts of climate change. These could include stricter emissions regulations, carbon pricing mechanisms and mandatory green technology adoption, which could lead to increased operating expenses through carbon taxes or the purchases of emissions allowances, higher energy prices, and significant capital investment to adapt infrastructure and difficulty obtaining affordable insurance coverage.
It's unlikely that reactive policies will be introduced within the next 0-3 years.
Therefore, it's Unlikely this risk would affect Future in this timeframe, and we would expect an Insignificant financial impact on our business.
It's likely that reactive policies would be in place for most sectors within this timeframe.
If this scenario became reality, it's Likely this risk would affect Future in this timeframe, and we would expect a Minor financial impact on our business.
It's very likely that reactive policies would be in place for all sectors in the long term.
If this scenario became reality, it's Almost Certain this risk would affect Future in the long term, and we would expect a Minor financial impact on our business.
In order for this scenario to become reality, there will have been an absence of effective Government policies or regulations to mitigate climate change.
Instead, reactive policies may be introduced in the late 2020s/early 2030s to mitigate the inevitable impacts of climate change. These could include stricter emissions regulations, carbon pricing mechanisms and mandatory green technology adoption, which could lead to increased operating expenses through carbon taxes or the purchases of emissions allowances, higher energy prices, and significant capital investment to adapt infrastructure and difficulty obtaining affordable insurance coverage.
As per the 2.0-3.5°C scenario (Unlikely, Insignificant Impact).
As per the 2.0-3.5°C scenario, but more certainty given the state the world is likely to be in by this point in this scenario.
(Almost Certain, Minor Impact).
Almost Certain, Minor Impact As per the 2.0-3.5°C scenario (Almost Certain, Minor Impact).
We have committed to near-term and long-term carbon reduction targets and have already taken steps to reduce the amount of carbon we emit directly and through our value chain, including from digital activities (see the "How we are responding" section in Risk 2: "Changes in the Advertising Sector"). We also expect the impact of this risk to decrease over time as we reduce our direct and value chain emissions and move closer to our carbon reduction targets.
We have already transitioned to renewable energy sources in the UK for our direct activities, including our data centres and vehicles, thereby reducing our exposure to carbon taxation and fossil fuel volatility.
The potential impact from this risk is not greater than Minor, and as we are mitigating this impact as described above, we are satisfied that the business is resilient to the impact of this risk.
42% reduction in our overall emissions by FY 2030.
90% reduction in our overall emissions by FY 2050.
Scope 1, 2 and 3 footprint (see page 26 of the Corporate Responsibility section).
42% reduction in our overall emissions by FY 2030.
90% reduction in our overall emissions by FY 2050.
Our overall Scope 3 footprint has decreased by 26% from FY 2023, and 45% from our FY 2022 baseline (see pages 26 and 27 in the Corporate Responsibility section for more details).
Scenario
Market 1.5-2.0°C
In order for this scenario to become reality, agencies and advertisers will want to place business with publishers who can demonstrate low GHG emissions from their digital value chain. Advertisers placing ads with publishers with above-average GHG emissions would be tarnished by association.

Given that we observed this happening in FY 2023 and FY 2024, it's Almost Certain this risk would affect Future in this timeframe, and we would expect to see a Minor financial impact on our business.

As per the Short timeframe (Almost Certain, Minor Impact).

As per the Medium timeframe (Almost Certain, Minor Impact).
In order for this scenario to become reality, advertisers and agencies would be less stringent about placing business with publishers who can demonstrate low GHG emissions from their digital value chain.

This risk would Likely (rather than Almost Certainly) affect Future, with agencies and advertisers not placing as much pressure on publishers to demonstrate low GHG emissions from their digital value chain, and we would expect to see a Minor financial impact on our business.

As per the Short timeframe (Likely, Minor Impact).

As per the Medium timeframe (Likely, Minor Impact).
In order for this scenario to become reality, advertisers and agencies would be considerably less stringent about placing business with publishers who can demonstrate low GHG emissions from their digital value chain.

This risk could Possibly (rather than is Likely to) affect Future, with agencies and advertisers placing even less pressure on publishers to demonstrate low GHG emissions from their digital value chain, and we would expect to see a Minor financial impact on our business.

As per the Short timeframe (Possible, Minor Impact).

As per the Medium timeframe (Possible, Minor impact).
We started working with Scope3.com in FY 2023 to identify and reduce our emissions from digital advertising, in line with expectations from agencies and advertisers.
We have already reduced our digital GHG emissions by a considerable amount and now feature on 'green' lists; however, as our competitors reduce their digital GHG emissions further, so must we, to mitigate this risk.
In FY 2022, our digital GHG emissions totalled 58,578 tCO2e. In FY 2023, we reduced this by 36% to 37,616 tCO2e, and in FY 2024, we have reduced this by a further 76% year on year to 9,074 tCO2e. We have achieved this by taking actions such as:
The potential impact from this risk is not greater than Minor, and as we are mitigating this impact as described above, we are satisfied that the business is resilient to the impact of this risk.
We will continue to measure our digital GHG emissions on a quarterly basis, which will be benchmarked against competitors' digital GHG emissions (see current progress in the box to the left).
We intend to reduce our emissions from digital advertising further by the end of FY 2026 (which we will report on in our FY 2027 Annual Report).
Chronic/ Acute
In this scenario, physical climate risks are not expected to increase significantly in the locations of our key operations.
Over the last couple of years, we have seen flash flooding around our New York office location and wildfires around our LA office location. However, these weather events haven't significantly impacted our workforce or our data centres.
Therefore, it's Unlikely this risk would affect Future in this timeframe, and we would expect an Insignificant financial impact on our business.
As per the Short timeframe (Unlikely, Insignificant Impact).
As per the Medium timeframe (Unlikely, Insignificant Impact).
In this scenario, over time, there would be an enhanced risk of operational disruptions from floods, storms, and heatwaves in the locations of our key operations.
We wouldn't expect to see the physical impacts of climate change from this scenario in the short term.
Therefore, it's Unlikely this risk would affect Future in this timeframe, and we would expect an Insignificant financial impact on our business.
If this scenario were to become a reality, we would expect to start seeing the physical effects of climate change in this timeframe.
Therefore, it's Possible this risk could affect Future in this timeframe and, if it did, we would expect a Minor financial impact on our business.
As time passes and we near the top temperature in this scenario (3.5°C), we would expect to see more of the physical impacts of climate change.
Therefore, this risk would Likely affect Future in the long term, and we would expect a Minor financial impact on our business.
In this scenario, over time, we would see an increase in the frequency and severity of extreme weather events, such as floods, droughts, and heatwaves, in the locations of our key operations.
In particular, we would see significant costs to upgrade our digital equipment if the current equipment needs to be upgraded to withstand higher temperatures.
As per the 2.0-3.5°C scenario (Unlikely, Insignificant Impact).

If this scenario were to become a reality, we would expect to see more of the physical impacts of climate change.
Therefore, this risk would Likely affect Future in this timeframe, and we would expect a Moderate financial impact on our business.

As time passes and we near the top temperature in this scenario (5.0°C), we would expect to see even more of the physical impacts of climate change, across the world.
Therefore, this risk would Almost Certainly affect Future in the long term, and we would expect a Moderate financial impact on our business.
Whilst we fundamentally believe in the importance of offices for encouraging in-person community building and collaboration, the global pandemic of Covid-19 has proven that our business can continue without disruption if our people work remotely for a period. A large percentage of our people still work remotely. Therefore, if we had to close some offices due to a location becoming uninhabitable, our people could continue to deliver their work, although relocation costs may increase.
We continually review our cost base so that any increases (such as upgrading our digital equipment or data centres) can be managed and profit margins retained.
We have already implemented measures to mitigate these risks. If the location of our data centre in South Wales were underwater, we would stop all live workloads from there, and workloads would only run from our London data centres. Each of our data centres features advanced cooling systems, including indirect evaporative air handling units and dry cooler systems. In London, our cages are located on high floors within the building and have their own power source. Equally, from a device perspective, we can replace them as needed and have the proper asset management controls and supplier engagements in place to replace them quickly if necessary.
Finally, we consider alternative solutions in our Business Continuity Plan, which also includes guidance for colleagues to refer to in emergencies.
We will continue to measure our digital GHG emissions on a quarterly basis, which will be benchmarked against competitors' digital GHG emissions (see current progress in the box to the left).
We intend to reduce our emissions from digital advertising further by the end of FY 2026 (which we will report on in our FY 2027 Annual Report).
Chronic/ Acute
operations.
1.5-2.0°C In this scenario, physical climate risks are not expected to increase significantly in the locations of the majority of our magazine supply chain

We would see limited growth in extreme weather events that could disrupt production, given the locations of the suppliers in our magazine production and distribution supply chain.
Therefore, it's Unlikely this risk would affect Future's magazine production and distribution in this timeframe, and we would expect an Insignificant financial impact on our business.

As per the Short timeframe (Unlikely, Insignificant Impact)
Short Medium Long

As per the Medium timeframe (Unlikely, Insignificant Impact)
In this scenario, over time, there would be an enhanced risk of supply chain disruptions from floods, storms, and heatwaves, which could directly affect our magazine production and distribution.

We wouldn't expect to see the physical impacts of climate change from this scenario in the short term.
Therefore, it's Unlikely this risk would affect Future's magazine production and distribution in this timeframe, and we would expect an Insignificant financial impact on our business.

If this scenario were to become a reality, we would expect to start seeing the physical effects of climate change in this timeframe, which could result in some disruptions within our supply chain.
Therefore, it's Possible this risk could affect Future in this timeframe and, if it did, we would expect a Moderate financial impact on our business.

As time passes and we near the top temperature in this scenario (3.5°C), we would expect to see more of the physical effects of climate change, which would result in regular disruptions within our supply chain.
Therefore, it's Likely this risk would affect Future in the long term, and we would expect a Moderate financial impact on our business.
In this scenario, over time, we would see an increase in the frequency and severity of extreme weather events, such as floods, droughts, and heatwaves, which would disrupt supply chains, site operations, and production processes.

As per the 2.0-3.5°C scenario (Unlikely, Insignificant Impact).

As time passes, we would expect to see more of the physical effects of climate change, which would result in regular and significant disruptions within our supply chain.
Therefore, it's Likely this risk would affect Future in this timeframe, and we would expect a Moderate financial impact on our business.

If this scenario was to become a reality, in the long term: 1) disruption and volatile prices would be the new normal, 2) we would see more extreme weather events, regularly, which would result in droughts and water scarcity, which could lead to deforestation and pulp shortages, with higher long-term temperatures also increasing the risk of wildfires, and 3) extreme weather events (acute risks) such as flooding impacting distribution in key markets including the UK, Ireland, Australia, and the US. These challenges could affect both the availability and the timely delivery of printed products.
If this scenario was to become reality, it would Likely affect Future in the long term, and we would expect a Major financial impact on our business.
Our long term Subscriptions strategy is to drive more digital subscribers (paywall), which will inevitably become a larger proportion of our subscriber business. Print will remain a core part of our premium subscriber proposition with proportionate pricing reflected in line with our cost base.
Sourcing paper from multiple geographical locations remains possible and would support the mitigation of localised extreme weather events.
We are also ensuring that options for print operations remain with multiple suppliers, or that large suppliers have multi-site and Disaster Recovery capability. We can also consolidate supply chain hubs, which would allow greater flexibility in routing.
We are utilising scale and buying arrangements with suppliers to secure priority access to raw materials (e.g. we have awarded paper buying to the most prominent global paper merchant operating in the pulp market, and therefore have some control over input into paper mills.
Not deemed necessary for now. Ability to source at least 75% of paper from a minimum of three different geographies.
Cap the annual increase in paper COGS at 5%, even during periods of global supply shock.
Maintain on-time delivery rate to a >90% benchmark, even during periods of adverse weather events affecting single locations.
Acute
Scenario
In this scenario, physical climate risks are not expected to increase significantly, and therefore it's unlikely that climate change would affect the viability of lifestyle and leisure activities, or the demand for content that is focused on activities such as golf and cycling.
Unlikely, Insignificant Impact If this scenario were to become a reality, lifestyle and leisure activities, such as golf and cycling, would remain viable.
Therefore, it's Unlikely this risk would affect Future, and we would expect an Insignificant financial impact on our business from this risk within this timeframe.
As per the Short timeframe (Unlikely, Insignificant Impact).

As per the Medium timeframe (Unlikely, Insignificant Impact).
In this scenario, over time, there would be an the enhanced risk of floods, storms, and heatwaves, which may affect the viability of lifestyle and leisure activities in the longer-term, although the change is not likely to be significant or everywhere.
If this scenario were to become a reality, it's unlikely we would see much change in the short term.
Therefore, it's Unlikely this risk would affect Future in this timeframe, and we would expect an Insignificant financial impact on our business.

If this scenario were to become a reality, lifestyle and leisure activities, such as golf and cycling, may start to become less viable, which may reduce audience demand for content focused on activities such as these.
Therefore, it's Possible this risk could affect Future in this timeframe and, if it did, we would expect a Minor financial impact on our business.

If this scenario were to become a reality, it's likely that lifestyle and leisure activities, such as golf and cycling would no longer be viable in the long term in some regions, which would somewhat reduce audience demand for content focused on activities such as these.
Therefore, it's Likely this risk could affect Future in the long term, and we would expect a Minor financial impact on our business.
In this scenario, over time, we would see an increase in the frequency and severity of extreme weather events, such as floods, droughts, and heatwaves, which is likely to affect the viability of lifestyle and leisure activities in many regions in the longer-term.
If lifestyle and leisure activities are no longer viable, it's likely the demand for content that is focused on activities such as golf and cycling will significantly decrease.
As per the 2.0-3.5°C scenario (Unlikely, Insignificant Impact).

If this scenario were to become a reality, lifestyle and leisure activities, such as golf and cycling, would likely become less viable, affecting content verticals focused on activities such as these.
Therefore, it's Likely this risk would affect Future in this timeframe, and we would expect a Minor financial impact on our business.

If this scenario were to become a reality, it's almost certain that lifestyle and leisure activities, such as golf and cycling, would no longer be viable, directly affecting content verticals focused on activities such as these.
Therefore, this risk would Almost Certainly affect Future in the long term, and we would expect a Moderate financial impact on our business.
We are agile in response to changes in audience demand. For example, golf and cycling could become indoor sports instead of outdoor sports, and therefore, the demand would still be there; it would just be different.
We have access to Google search volumes on demand. If we had concerns that these sports were being materially affected we would look at the data if/when we have concerns, to validate seriousness.
We are always looking for launch and acquisition opportunities, and we would step this up if the profile of sports participation starts to change.
The potential impact from this risk is not greater than Minor apart from in the 3.0-5.0°C scenario in the long term, and as we believe the demand would change rather than disappear, we are satisfied that the business is resilient to the impact of this risk.
Not deemed necessary for now. Not deemed necessary for now.
Scenario
In order for this scenario to become a reality, we would see growing environmental, social, and governance (ESG) expectations from key stakeholders, including investors and consumers.
Companies could face significant reputational risks if they fail to meet these expectations.
Scrutiny would intensify around corporate climate responsibility, and underperformance or a perceived lack of transparency in ESG commitments, particularly related to climate impact, could erode stakeholder trust and confidence.

In this scenario, it would be vital for us to demonstrate action in the ESG space and transparency around our ESG commitments.
Therefore, if this scenario became a reality this risk would Almost Certainly affect Future in this timeframe, and we would expect a Minor financial impact from this risk on our business.

As per the Short timeframe (Almost Certain, Minor Impact).
Short Medium Long

As per the Short timeframe (Almost Certain, Minor Impact).
In order for this scenario to become a reality, we would have seen less interest in environmental, social, and governance (ESG) expectations from key stakeholders, including investors and consumers.

In this scenario, there would be less interest from key stakeholders in our ESG commitments.
Therefore, if this scenario became a reality, this risk would Likely (rather than Almost Certainly) affect Future in this timeframe, and we would expect a Minor financial impact from this risk on our business.

As per the Short timeframe (Likely, Minor Impact).

As per the Short timeframe (Likely, Minor Impact).
In order for this scenario to become a reality, we would have seen very little interest in environmental, social, and governance (ESG) expectations from key stakeholders, including investors and consumers.

In this scenario, it's doubtful that key stakeholders would be concerned about Future's environmental impact or its transparency around corporate climate responsibility.
Therefore, if this scenario were to become a reality, it's Unlikely this risk would affect Future in this timeframe but, if it did, we would expect a Minor financial impact from this risk on our business.

As per the Short timeframe (Unlikely, Minor Impact).

As per the Short timeframe (Unlikely, Minor Impact).
We have committed to near-term and long-term carbon reduction targets and have already taken steps to reduce the amount of carbon we emit directly and through our value chain, including from digital activities (see the "How we are responding" section in the risk below: "Changes in the Advertising Sector").
We are transparent in our reporting of our climate-related actions, targets, and progress against them. We are also members of multiple climate action groups, including those run by the PPA and the Responsible Media Forum. We have also signed climate pledges with them, along with the Net Zero Carbon Pledge for the Events Industry and the UN SDG Publishers Compact.
As the potential impact from this risk is not greater than Minor in any scenario, we are satisfied that the business is resilient to the impact of this risk.
42% reduction in our overall emissions by FY 2030.
90% reduction in our overall emissions by FY 2050.
Qualitative metric - feedback/questions from stakeholders.
42% reduction in our overall emissions by FY 2030.
90% reduction in our overall emissions by FY 2050.
Our overall Scope 3 footprint has decreased by 26% from FY 2023, and 45% from our FY 2022 baseline (see page 26 in the Corporate Responsibility section for more details).
As awareness of environmental and climate issues grows, audiences may change their habits by reducing general consumption or spending on certain products, services, or media that they perceive as environmentally harmful or unsustainable.
This shift in consumer behaviour could lead to a decline in engagement with Future's content or associated brands, directly impacting advertising revenue and affiliate income streams.
If this scenario became reality, in the short term we may start to see a shift away from general consumption and from engagement with associated content.
Therefore, it's Possible this risk would affect Future in this timeframe and, if it did, we would expect a Minor financial impact on our business.

Over time, we would expect to see a more notable shift away from general consumption and from engagement with associated content.
Short Medium Long
Therefore, it's Likely this risk could affect Future in this timeframe, and we would expect a Minor financial impact on our business.

In the long term, we would expect to have witnessed a marked shift away from general consumption and from engagement with associated content.
Therefore, it's Likely this risk could affect Future in this timeframe, and we would expect a Major financial impact on our business.
In order for this scenario to become reality, there would have been less of a change in general consumption, but perhaps a shift towards practical and solution-oriented content in the longer term, such as how to live sustainably or adapt to changing conditions.

In this scenario, audience consumption habits would likely stay the same in the short term as they are currently.
Therefore, it's Unlikely this risk would affect Future, and we would expect an Insignificant financial impact on our business.

In this scenario, more consumers would experience the impacts of climate change in the medium term, and we may see a shift in behaviour towards practical and solutionoriented content.
Therefore, it's Possible this risk could affect Future in this timeframe and, if it did, we would expect a Minor financial impact on our business.

As more time passes and we near the top temperature in this scenario (3.5°C), we would expect to see behaviour shift towards practical and solution-oriented content.
Therefore, it's Likely this risk would affect Future in this timeframe, and we would expect a Minor financial impact on our business.
In this scenario, there would have been very little change in general consumption, but perhaps we start to see a shift towards practical and solution-oriented content in the longer term, such as how to live sustainably or adapt to changing conditions.

As per the 2.0-3.5°C scenario (Unlikely, Insignificant Impact).

In order for us to be in this scenario, consumption will have changed very little.
Therefore, it's Unlikely this risk could affect Future in this timeframe but, if it did, we would expect a Minor financial impact on our business.

In the long term, we may start to see a shift towards practical and solutionoriented content.
Therefore, it's Possible this risk would affect Future in this timeframe and, if it did, we would expect a Minor financial impact on our business.
We are agile in response to changes in audience demand. For example, if we were to see a shift towards practical and solution-oriented content, such as how to live sustainably or adapt to changing conditions, we would adjust our content to meet this need.
We are already working towards transitioning to a subscription-based model to reduce our reliance on advertising and affiliate income. We are also developing ways to monetise the circular economy via advertising and affiliates more effectively.
The potential impact from this risk is not greater than Minor apart from in the 1.5-2.0°C scenario in the long term, and as we are already working on the mitigations outlined above, we are satisfied that the business is resilient to the impact of this risk.
Not deemed necessary for now. Not deemed necessary for now.
Transitional opportunity
Market 1.5-2.0°C
Scenario
In this scenario, we may see a growing reluctance among consumers to purchase new technology or nonessential goods. This could create opportunities for businesses to position themselves as sustainable, ethical, and value-driven.
During economic downturns or climate-related protests, the luxury segment tends to remain more stable. This presents an opportunity to focus on premium offerings that align with sustainability and exclusivity.
Just as during the COVID-19 pandemic, periods of climate transition can drive demand for reliable, up-to-date information. Businesses that provide clear, accessible content such as price comparisons, sustainability guides, or product reviews can become essential resources for millions.
Scrutiny would intensify around corporate climate responsibility, and underperformance or a perceived lack of transparency in ESG commitments, particularly related to climate impact, could erode stakeholder trust and confidence.
If this scenario were to become a reality, businesses that position themselves as sustainable, ethical, and value-driven may benefit from promoting themselves through platforms like TechRadar, which can guide responsible tech choices. Product comparisons based on green credentials, such as carbon footprint, are an area of opportunity Future is bestplaced to capitalise on, given the product reviews we write and the associated eCommerce revenue. We would expect advertising revenue to increase in line with this.
There may be an opportunity for us to help audiences engage with the circular economy and further integrate sustainability into existing verticals.
Younger audiences are increasingly viewing sustainability as a core value across all interests – from fashion and technology to travel and finance. This opens the door to launching new content verticals or rebranding existing ones to reflect eco-conscious values.
However, our content will naturally be created over time. Consumers will not necessarily be at the stage within the next 0-3 years whereby they will actually start buying products that will help them to reduce their own GHG emissions on any kind of scale.
Therefore, this opportunity could Possibly benefit Future. We would expect an Insignificant financial impact on our business from this opportunity within this timeframe.

As per the Short timeframe. However, we would expect to see a significant shift in audience interest by this point in time.
Short Medium Long
Therefore, we have stated that this opportunity would Almost Certainly benefit Future. We would expect a Moderate financial impact on our business from this opportunity within this timeframe.

As per the Medium timeframe (Almost Certainly, and Moderate Impact).
In this scenario, this would mean there would have been less of a change in general consumption, but perhaps a shift towards practical and solutionoriented content, such as how to live sustainably or adapt to changing conditions.

If this scenario were to become a reality, audience consumption habits would likely remain the same as they are currently. Therefore, it's Unlikely this opportunity would benefit Future. We would expect an Insignificant financial impact on our business from this opportunity within this timeframe.

If this scenario were to become a reality, more consumers would experience the impacts of climate change in the medium term, and we would likely see a shift in behaviour towards practical and solutionoriented content.
Therefore, this opportunity would Likely benefit Future. We would expect a Minor financial impact on our business from this risk within this timeframe.

As per the Medium timeframe. However, we would expect to have seen a significant shift in audience interest by this point in time.
Therefore, this opportunity would Likely benefit Future. We would expect a Moderate financial impact on our business from this opportunity within this timeframe.
In this scenario, this would mean there would have been no change in general consumption, but perhaps a shift towards adapting to the impacts of climate change.

As per the 2.0-3.5°C scenario (Unlikely, and Insignificant Impact).

As per the 2.0-3.5°C scenario (Possible, and Minor Impact).

As more time passes and we near the top temperature in this scenario, we would expect to see behaviour shift towards practical and solution-oriented content.
Therefore, this opportunity could Possibly benefit Future. We would expect a Minor financial impact on our business from this opportunity within this timeframe.
How we are responding Metrics Targets
We started working with The Carbon Literacy Project in FY 2024 to develop certified carbon literacy training, which we delivered in FY 2025 to our Board, ELT and many employees within Editorial. You can read more about this in the Our Future, Our Responsibility section on page 21.
We have a sizable Audience team that continually monitors and reports on search trends, and climaterelated keywords are included in that reporting. At least twice a year, our Trade Marketing team conducts audience research that focuses on the products consumers expect to spend money on in the coming months, which informs our content strategy for key moments, such as Prime Day, Black Friday, and Christmas.
Quarterly reporting on climate-related search trends.
Targets will be set to manage the change or decline in these pursuits should the scenario come to fruition.
We have not identified any substantial systematic threats to the Group's strategy resulting from our climate scenarios. We have already begun to reduce our exposure to the material transition risks, as detailed in the 'Risks and Opportunities' table on pages 63 to 70, with a priority to reduce our GHG emissions.
Future has a small operational footprint with low capital spend and few critical locations. As a digital-first business, our strategy is adaptable and agile, continually responding to shifts in our audience. Our editorial and content colleagues are closely aligned with our audiences, enabling us to address issues as they arise. Resiliency is built into our digital delivery strategy, with content replicated across servers.
We will continue to review our mitigation of the risks identified in the climate-related scenario analysis, as shown in the table on pages 63 to 70. Planning for climate change has been integrated into management processes with the continued engagement with the Climate Pillar working group, as shown in the section '(a) Board oversight of climate-related risks and opportunities (CFD A)' on page 56.
Our Climate Pillar working group (see also page 22) comprises senior leaders from Editorial, Editorial Operations, Ad Operations, and Marketforce. Climate change is now being considered in business decisions, such as our choice of printers.
Climate-related risks have been considered as part of the Group's FY 2026 budget process and three-year plan review; for example, the Board discussed the importance of climate risk in relation to location strategy.
The following table presents an analysis of the climate-related risks and opportunities against each of Future's strategic objectives:
We successfully deliver expert, trusted content that our audiences want to consume about the things that matter to them.
We take a content-first approach, enabling us to continue engaging our audiences in a platform-agnostic way.
The three scenarios present both risk and opportunity for audience engagement. In the 1.5-2.0ºC and 2.0-3.5ºC scenarios, we anticipate increased consumer interest in sustainability and sustainable technology, potentially enriching current content and opening up new verticals as consumer needs change. People will require support and information to navigate lifestyle and technology change, and Future's brands can be a trusted partner in this. The 3.0-5.0ºC scenario represents significant economic and political change, which is harder to predict. Information and entertainment have the potential to grow if, for example, travel and real-world experiences become more constrained. At the same time, there are risks of economic downturn and increasing instability.
There are reputational and investment risks resulting from inaction on climate change. The diversification of Future's brands significantly mitigates the risks associated with consumer perceptions.
We diversify our monetisation models to create significant revenue streams. We are focused on three material revenue types: Advertising, Consumer Direct and eCommerce affiliate. Climate-driven audience-related risks and opportunities could impact income through eCommerce affiliates, necessitating a response to potential shifts in consumer behaviour. As set out above, the 1.5-2.0ºC and 2.0-3.5ºC scenarios will likely lead to increased consumer interest in sustainability and sustainable technology. In the 2.0-3.5ºC and 3.0-5.0ºC scenarios, climate adaptation has the potential to affect disposable income and consumption patterns.
There is a risk that advertising revenue could be negatively impacted if Future does not meet its emissions targets; however, this has been mitigated by a significant reduction of 85% in emissions from digital ads since FY 2022.
Our Consumer Direct revenue stream may be impacted by climate-related disruptions to supply chains for print magazines, which are partly mitigated by our 'digital first' strategy.
We are rational capital allocators, creating value by integrating acquisitions. Equally, where we can create value by separating assets that no longer fit the portfolio and could provide a return to shareholders, we will look to unlock such opportunities. To expand our global reach through organic growth, acquisitions and strategic partnerships.
Under the 2.0-3.5ºC and 3.0-5.0ºC scenarios, operational impacts have the potential to affect both organic and inorganic growth through the relocation of offices, data centres, and changes to employee commuting. There are opportunities for organic growth as consumer interest in sustainable products increases, along with opportunities for Future to be a trusted partner in guiding climate-motivated consumer choices.
Our strategy around transactions may be impacted due to a potential increase in transaction activity as businesses strive to protect portfolios from economic upheaval. The impact on our climate strategy will be considered as part of our decisionmaking process for any future acquisitions.
The Group has a low energy intensity and relatively low carbon footprint, making Future, in principle, a sustainable investment.
As outlined in our risk management process on pages 58 and 62, climate change is an area that the Group keeps under review as part of its TCFD requirements. Two of our ELT members sit within the Climate Pillar Working Group, and therefore every 6 weeks they participate in discussions about where we are against our 2030 and 2050 targets (taking 2022 as our base year) and the work we are doing to reduce emissions across the business.
We do not currently embed climate-related targets into our remuneration policy, as described on pages 56 to 57.
The scenario analysis (see page 58), which was conducted in FY 2025, identified two new transition risks and two new physical risks:
In the case of a 1.5-2.0°C scenario, companies may face significant reputational risks if they fail to meet the growing expectations of ESG from key stakeholders, including investors and consumers. However, we have committed to near-term and long-term carbon reduction targets, and have already taken steps to reduce the amount of carbon we emit directly and through our value chain. We are also transparent in our reporting of climate-related actions, our targets and our progress against them. We continue to measure our GHG emissions and progress against our target reductions, and we monitor feedback from stakeholders.
In the case of a 1.5-2.0°C scenario, a reduction in general consumption or spending on certain products, services, or media that consumers
perceive as environmentally harmful or sustainable could potentially lead to a decrease in audience engagement with Future's content or associated brands, directly impacting advertising revenue and affiliate income streams. As we are already working on the mitigations we have outlined, we do not deem it necessary to set metrics to measure ongoing.
In the case of a 2.0-3.5°C or 3.0-5.0°C scenario, Future's supply chain could be impacted by an enhanced risk of operational disruptions from floods, storms, and heatwaves, and potential costs being passed on by suppliers that need to invest in infrastructure to withstand more extreme weather events. We do not deem it necessary to track metrics for this risk at this moment in
We have historically tracked our impact on climate change by disclosing our Scope 1, 2, and 3 GHG emissions (see page 26). We have updated our climate scenario analysis for FY 2025, in light of the rapid changes occurring in global temperatures.
We do not currently use internal carbon pricing. Still, we will consider implementing it in future years if it becomes necessary to meet our long-term targets, for example, to incentivise behaviour change among staff when travelling for business.
Future operates a low-capital-expenditure model. The Responsibility Committee of the Board will review and approve any expected costs associated with delivering on our target of reducing GHG emissions by 42% by FY 2030 and by 90% by FY 2050, which is considered the most significant climaterelated requirement for capital deployment.
Future's strategy includes growth through acquisitions. Our climate-related metrics and targets will be reviewed and rebased as necessary following material acquisitions.
Across scopes 1, 2 and 3 we are targeting a 42% reduction in our overall emissions by FY 2030 and a 90% reduction by FY 2050, thereby reducing our exposure to this risk. We have already started taking steps to reduce the amount of carbon we emit in our business through our value chain, which has decreased by 27% year on year and by 45% since FY 2022 (see the Corporate Responsibility section on page 21 for more details).
We are agile in response to changes in audience demand and do not deem it necessary to set targets for this risk.
We have defined the targets we will use to monitor this risk (see page 23), which are our ability to source at least 75% of paper from a minimum of three different grographies; to cap the annual increase in paper COGS at 5%, even during periods of global supply shock; and to maintain our on-time delivery rate to a >90% benchmark, even during periods of adverse weather events affecting single locations .
We are agile in response to changes in audience demand. Targets will be set to manage the change in sports pursuits and any other verticals that could be affected by extreme weather events should the 2.0-3.5°C or 3.0-5.0°C scenario come to fruition.
Future operates a three-year forecasting cycle, which has been used to determine the short-term timeframe for testing climate change scenarios. None of the identified risks in the table on pages 63 to 70 has an Almost Certain or Very Likely material impact on the business in the short term. Where the risks are deemed to have a material impact within the Group's three-year Risk Register and will be subject to review and scrutiny as part of the Audit & Risk Committee's ongoing work.
In our approach to Viability Statement modelling (see page 52), the Group has sensitised its financial forecasts, taking into account climate-related transition risks in the same manner as the impairment testing, which is considered to be a severe but plausible scenario, concluding that even in combination with other principal risks the Group continues to be able to meet its commitments and continue trading over the
Chair's introduction Governance framework Board of directors Nomination committee Audit and risk committee Directors' report Statement of Directors' responsibilities Directors' remuneration report Annual report on remuneration Directors' remuneration policy




Annual Report and Accounts 2025 Corporate Governance 75

Richard Huntingford Chair
Dear Shareholder
I am pleased to present our Corporate Governance report for 2025, my last report as Chair.
I noted in my statement in the Strategic Report on page 8 that FY 2025 had been a year of constant change, across global economies as well as our ecosystem, but that Future's DNA of a growth mindset, agility and track record of innovation positioned the Group well to withstand such change and disruption. Likewise, corporate governance in 2025 has been significantly shaped by a confluence of evolving factors, including technological advancements, increasing regulatory scrutiny, and an evolving definition of corporate responsibility. Top trends included:
Simultaneously, cybersecurity remains a top priority, with boards being held more responsible for safeguarding against increasingly sophisticated cyber threats.
Shareholder activism is becoming more data-driven and influential, with activists leveraging advanced analytics to advocate for their positions. This means companies need to be prepared for more sophisticated engagement and be able to articulate their governance narrative effectively.
These trends highlight a growing complexity in the corporate governance landscape, requiring boards to be more agile, forward-thinking, and accountable to a wider range of stakeholders.
As noted above, board composition and diversity continue to be critical factors in influencing business performance. The Board's approach to diversity sets a clear direction to the organisation as a whole as to the importance of diversity, equity and inclusion in setting our business up for competitive success.
This year we reviewed our Board Diversity and Inclusion (D&I) Policy, which also applies to the Board's Committees. The D&I Policy was last updated in September 2023 and the Board's conclusion this year was that, while the policy is still fit for purpose, we have not achieved all the objectives we set for ourselves as a Board, by the dates we originally set. I provided detail on the context of our Board evolution and the efforts we were making to ensure that diversity remains a key element of that evolution, in my introduction to the Nomination Committee report last year, and I provide a further update in the Nomination Committee report on page 85 of this Annual Report.
As a Board, we focus on how we engage with our stakeholders, who are vital to Future's success. More details are set out on pages 36 to 37 and some highlights from 2025 are:
"Corporate governance in 2025 has been significantly shaped by a confluence of evolving factors, including technological advancements, increasing regulatory scrutiny and an evolving definition of corporate responsibility"
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An explanation of how the Company has complied with the 2018 UK Corporate Governance Code (the Code is available at www.frc.org.uk), including how it has applied the principles contained therein, is set out within this Corporate Governance report, the Strategic Report and the Directors' Report. In particular, the following pages will be most relevant in enabling shareholders to evaluate how these principles have been applied:
Board leadership and company purpose pages 11 and 24 Division of responsibilities page 78 Composition, succession and evaluation pages 83 to 84 Audit, risk and internal control page 88 Remuneration page 96
The Company confirms that it has complied with the provisions of the Code throughout the financial year.
Leadership Team in March, for a review of the overall strategy and performance in the HY. This was followed by a dinner which members of the Senior Leadership team also joined.
As noted in the Strategic Report on page 12, given market conditions during FY 2025 and our focus on organic growth, strategic acquisitions were not a priority for the Group, although M&A remains a key pillar of our strategy as a potential accelerator, should the right opportunities and market conditions prevail. We continued to look at bolt-on acquisitions when financially attractive, to add in vertical leadership, technology or product capability and/or skills capabilities. We made two bolt-on acquisitions during the year, details of which are on page 172.
We were delighted to appoint Kevin Li Ying to the role of Chief Executive Officer on 31 March 2025. Although Kevin had been the Board's preferred internal candidate, we also ran a thorough external search process, which was supported by Spencer Stuart, a global search firm, which has no connection with Future or any individual Directors.
Kevin joined Future over 20 years ago and has been a key contributor to the successful transformation of the Group from a traditional print publisher into the leading global digital media platform it is today. Prior to his appointment as CEO, he had full responsibility, as EVP of B2C, for the Group's largest division, for all B2C brands, editorial and revenue generation consisting of commercial advertising, eCommerce, subscriptions and newstrade revenue, whilst also ensuring that technology and data are central to the B2C offer. Prior to this, Kevin was Chief Technology Officer, a position he held for 8 years.
Kevin's appointment followed the departure of Jon Steinberg from the Board on 30 March 2025. I would like to thank Jon for his contribution to the success of the Company and wish him every success in the future.
Other than Kevin's appointment, further details of which are set out in the Nomination Committee report on page 85 and in the Directors' Remuneration Report on page 96, and Jon's departure, there were no other Board changes during the year. However, we plan to announce the Board changes detailed in the Nomination Committee report, on page 85.
Further details of the work that the Nomination Committee and the Remuneration Committee have done to ensure a smooth
CEO transition, as well as wider Board and senior leadership succession planning, are set out from page 85. The Remuneration Committee was also very much involved in Kevin's remuneration arrangements and Jon's leaver treatment, and you can read more about that on pages 96 and 97.
The Board was very pleased that a large majority of our shareholders (97.5%) voted to approve the Directors' Remuneration Report at the AGM in February 2025.
We have provided further details on this in the Directors' Remuneration Report, on page 96, where we also provide details of the new CEO's compensation arrangements, which are fully in line with the Directors' Remuneration Policy that was approved by shareholders at the AGM in February 2023.
On the topic of the Directors' Remuneration Policy, we began an extensive consultation with our shareholders at the end of May this year. The policy that was approved in 2023 was intended to apply for up to three years from 8 February 2023, with the proposed new policy being submitted for approval by shareholders at the AGM in 2026. Details of the consultation process led by Mark Brooker, the Remuneration Committee Chair, are set out in Mark's introduction to the Directors' Remuneration Report, on page 96. Based on that consultation and how we have reflected the feedback we received in the final policy, we very much hope that shareholders will vote in favour of the new policy at the AGM.
The Remuneration Committee also discussed the new policy with several of the proxy agencies, once shareholders had been engaged and the Committee had determined its final proposals.
The Board values the feedback and insights from all our stakeholders and we remain committed to engaging proactively with shareholders and advisory bodies on remuneration matters. Ensuring that our remuneration approach, practices and outcomes fully support our strategy remains a key priority for the Company.
We continued to build on our responsibility strategy, Our Future, Our Responsibility. The Corporate Responsibility section, starting on page 21, sets out details of the initiatives that we took during the year, as well as their outcomes.
These initiatives have been boosted since the
appointment of Ivana Kirkbride as our first nominated Non-Executive Director responsible for workforce engagement, in September 2024. This appointment, as we noted last year, aligns with Ivana's role as Chair of the Responsibility Committee and that Committee has supported a number of initiatives during FY 2025, including the launch of our first three employee networks, with a further three added since the FY 2025 year end. Feedback from the networks' activities is reported back to the Committee, including through case examples that demonstrate the positive impact that the networks are having within the organisation and in the communities we serve.
Another initiative introduced this year, which allows the Board to listen directly to the views and concerns of the workforce and to take them into account in Board decision-making, are bi-monthly Board lunches, where a randomly selected group of Future colleagues are invited to join Board members for an informal lunch and discussion on topics relevant to the Group. We continue to review the format of these important opportunities to interact directly with Future colleagues, so that they serve the purpose of facilitating open communication.
As in previous years, my Board colleagues and I also took various other opportunities to meet with colleagues during FY 2025, to learn more about working at Future and the business in general.
Our responsibility strategy is reviewed regularly in our Responsibility Committee meetings, with the wider culture and the ethical behaviour demonstrated within our business being a critical component of how Future operates.
In FY 2025, we built on our mission to attract, develop and support our colleagues to enable a healthy, high-performing culture centered on the employee experience. Key efforts included investing in tools and processes to reduce bias in hiring, launching the new employee networks to support belonging, and continuing to embed our performance and goal-setting framework introduced last year.
We will continue this engagement with existing and new colleagues in FY 2026.
During the year the Board approved the launch of the Group's new Code of Ethics & Conduct. Our reputation as a Group is founded on always meeting the highest professional standards in our interactions with all of our stakeholders, both within and outside the
Group. Retaining our existing audiences - and attracting new audiences - requires them to trust our brand. Key to that is acting responsibly with their personal information, not only meeting compliance requirements but, beyond that, being transparent and delivering on our promise to provide them with content that ignites their passions. This is how we create loyalty in our audiences.
All the Group's colleagues are responsible for demonstrating our commitment to ethical practices and protecting and enhancing Future's reputation, in everything we do and say. The Future Code of Ethics & Conduct sets out the rules and values we must all follow and the standards we must uphold. It explains where colleagues should go if they need further support and we hope it will contribute to improving workplace satisfaction and staff morale, helping talent retention and attraction.
The Board continues to be satisfied that the approach towards engagement with the workforce, as set out above and as described in the Responsibility Report on page 21, is robust.
The section 172 statement on page 40 describes how the Board's approach is supported by business-led stakeholder relationships.
Central to setting the correct tone is the review of the Board's own performance. Having carried out an externally facilitated review in FY 2024, in accordance with the UK Corporate Governance Code, our review in FY 2025 was internally facilitated.
I was pleased to note that the results of the review concluded that, among the Board's strengths, are a sense of trust and openness among Board members and a positive working relationship with management. You can read more about how the review was run and the findings on page 83.
We paid a dividend of 3.4p per share to our shareholders in February 2025.
As part of our ongoing focus on our capital allocation and how we can best use it to create shareholder value, we announced with our FY 2024 results that we were proposing to return up to a further £55m of cash to shareholders. That programme was launched on 2 January 2025 and concluded on 31 July 2025, when the £55m limit was reached. As at that date, 7,011,664 Shares had been repurchased, and cancelled, under the programme. On the
same date, we launched the further £55m buyback programme, which we had announced at the time of our half-year results in May 2025. We expect that programme to conclude in the coming days and the Board has approved a further £30m buyback programme, to commence as soon as the current programme is completed.
We continue to review our capital allocation priorities in light of market conditions, to maximise our opportunities.
Shareholder views remain a key influence and have been gathered through the year, primarily through investor meetings (as described in more detail on pages 75 and 83). Our AGM in February 2026, which we will continue to run as an in-person meeting, is another opportunity for the Board to meet shareholders and answer their questions.
Richard Huntingford
Chair
3 December 2025
The owners of the Company and the other stakeholder groups to whom the Board is responsible.
The UK Corporate Governance Code ('Code') requires that the Board:
Matters reserved for the Board can be found on the website at www.futureplc.com/governance.
All Directors have access to the advice of the Company Secretary, who is responsible for advising the Board on all governance matters.
| Board1 | Nomination Committee |
Audit and Risk Committee |
Remuneration Committee |
Responsibility Committee |
AGM | |
|---|---|---|---|---|---|---|
| Richard Huntingford | 7 (7) | 3( 3) | - | - | - | 1 (1) |
| Meredith Amdur | 7 (7) | 3 (3) | 4 (4) | - | 4 (4) | 1 (1) |
| Mark Brooker | 7 (7) | 3 (3) | - | 4 (4) | - | 1 (1) |
| Rob Hattrell | 7 (7) | 3 (3) | - | 4 (4) | - | 1 (1) |
| Ivana Kirkbride | 6 (7) | 2 (3) | - | - | 4 (4) | 1 (1) |
| Kevin Li Ying2 | 4 (7) | 2 (3) | - | - | 2 (4) | 0 (1) |
| Alan Newman | 7 (7) | 2 (3) | 4 (4) | - | - | 1 (1) |
| Angela Seymour-Jackson | 7 (7) | 3 (3) | 4 (4) | 4 (4) | 4 (4) | 1 (1) |
| Sharjeel Suleman | 7 (7) | - | - | - | - | 1 (1) |
The GoCompare.com Limited board oversees Future's regulated businesses, reviewing their strategy and culture within the wider Group and monitoring that they are operating in compliance with the applicable regulations and guidance.
Considers Group-wide initiatives and priorities. Reviews the implementation of operational plans. Reviews changes to policies and procedures and facilitates the discussion of the development of new projects. Reviews and prioritises principal risks.
80 Future plc
Key
Nomination Committee
Remuneration Committee
Audit and Risk Committee
Responsibility Committee
Committee chair

Position: Independent Non-Executive Chair
Nationality: British
December 2017 and as Chair in February 2018
Non-Executive Director and Chair of Unite Group plc Richard had a 20-year executive career at Chrysalis plc and was CEO from 2000 to 2007. He has extensive FTSE non- executive board experience. Previous roles have included Non-Executive Chair of Wireless Group plc (formerly UTV Media plc) from 2012 to 2016 and Non-Executive Director of JPMorgan Mid Cap Investment Trust plc from
Richard is a chartered accountant (FCA), having qualified with KPMG

Chief Executive Officer
British / Mauritian
March 2025
Non-Executive Director of W.A.G. Payment Solutions plc (trading as EUROWAG)
Prior to his appointment as Chief Executive Officer, Kevin served as Executive Vice President of Future's B2C division and, prior to that, as Future's Chief Technology Officer from April 2016. He was previously Chief Technical Architect, leading systems and software engineering as well as all infrastructure operations across the Group. During that time, his key achievements included the delivery of the Hawk technology – Future's proprietary eCommerce platform and the backbone of the Group's revenue stream. Before this, he was Web Development Director at Future
Kevin holds a BSc Honours in Software Engineering from the University of the West of England

Position: Chief Financial Officer
Nationality: British
Appointed:
September 2024
Non-Executive Director and Audit & Risk Committee chair of Commonwealth Games England, Trustee of MCC Foundation
Previously Chief Financial Officer for five years at ITV Studios and before that held a variety of senior finance roles at ITV plc including Director of Group Finance and Director of Investor Relations
Sharjeel started his career at KPMG, where he qualified as a chartered accountant
Sharjeel is a chartered accountant and holds a BSc in Economics from University College London and a MPhil in Finance from University of Cambridge

Independent Non-Executive Director
American
Appointed:
February 2020
Previously Chief Executive Officer of Rhetorik, a leading data supplier to technology vendors, until sale to Lightcast in July 2025. Now Senior Adviser at Lightcast
Previously President and CEO of Wanted Technologies, a Canadian listed recruitment data analytics provider, and has held executive roles with Microsoft, Deloitte and DirecTV
Meredith holds a BA from the University of North Carolina in International Studies, an MSc from the London School of Economics in Politics and an MBA in Business Administration and Management from Cornell University

Position:
Senior Independent Non-Executive Director
Nationality: British
Appointed: October 2020
Non-Executive Director at Paysafe Ltd (NYSE listed), Heathrow Airport Holdings Ltd and eCogra Holding Ltd (both private companies)
Previously Chief Operating Officer of Trainline (formerly thetrainline.com) with responsibility for the UK and International consumer and B2B businesses. Prior to this he was COO at Betfair having previously spent 17 years in investment banking advising UK companies on equity capital raising and M&A, latterly as a Managing Director at Morgan Stanley
Mark holds a Master's degree in Engineering, Economics and Management from Oxford University

Position:
Independent Non-Executive Director
Nationality: British
Appointed:
October 2018
• Digital platforms, eCommerce and online sales, retail and customer behaviour, technology, business development, executive leadership
Partner & Head of Digital at TDR Capital, Non-Executive Director of Priam Acquisitions Limited, Asda Stores Limited and other other TDR investment vehicles
Previously Vice President, eBay UK, where he led one of eBay's strongest markets worldwide and before that at Tesco, where Rob was most recently responsible for the supermarket's General Merchandise business across the UK and Central Europe. He has also held the position of Partner in the global retail practice at Accenture
Rob graduated from Oxford University with a degree in Geography

Position:
Independent Non-Executive Director
Nationality: American
Appointed:
December 2023
Formerly Chief Commercial Officer for Deezer S.A. Board Director for the Television Academy
Former executive at Meta, Verizon and Google
Former investor at Advent International and ABS Capital Partners
Foundation
BS in Commerce from the University of Virginia
Henry Crown Fellow at The Aspen Institute
Member of the Television Academy of Arts and Sciences and the Producers Guild of America

Position:
Independent Non-Executive Director
Nationality: British
Appointed:
February 2018
• Corporate finance, accounting and audit, executive leadership, investor relations, media, telecommunications and technology, public company leadership and governance, strategy and M&A
Alan is Chair of the Audit and Risk Management Committee and Council member at the University of Essex
He was formerly Chief Financial and Operating Officer of Ebiquity plc (2019 to 2023) and Chief Financial Officer of YouGov plc (2008-2017). Prior to that, Alan was a Partner at EY Business Advisory Services and KPMG Consulting, working mainly with media, telecommunications and technology clients
Alan is a chartered accountant and holds an MA in Modern Languages (French and Spanish) from Cambridge University

Position:
Independent Non-Executive Director
Nationality: British
Appointed:
February 2021
Chair of PageGroup plc, Non-Executive Director of Janus Henderson Group plc and SID at Trustpilot Group plc.
Held executive roles with Aegon UK, RAC Motoring Services Limited and Aviva UK Limited, and was Senior Advisor to Lloyds Banking Group (insurance). Previous non-Executive Director roles include esure Group plc, Rentokil Initial plc and GoCo Group plc
Angela is a qualified marketing professional and a member of the Chartered Institute of Marketing. She holds an MSc in Marketing
Each of the Executive Directors has a rolling contract of employment with a 12-month notice period, while Non-Executive Directors are, subject to re-election by shareholders, appointed to the Board for a term of approximately three years. The adjacent chart shows the current tenure of the Non-Executive Directors (rounded up to the nearest year).
Richard Huntingford Meredith Amdur Mark Brooker Rob Hattrell Ivana Kirkbride Alan Newman Angela Seymour-Jackson

The Board has an annual programme, or governance rhythm, which sets out both standing agenda items for each meeting, as well as topics on which the Board is updated either annually, bi-annually, or as and when required. Standing agenda items include updates from the Group CEO and CFO, as well as Strategy updates. Other regular updates include M&A, Investor Relations, People & Culture and Company
Secretary. Rotational presentations include deep dives from the three business divisions (B2B, B2C and Go.Compare) and Committee Chair updates, as well as topical updates, for example on Capital Allocation, ESG, Cyber Resilience, Risk, Litigation and Defence Preparedness. The table below sets out some of the other key activities from the Board meetings during the year.
As well as the Group's principal external advisers, other external presenters are invited to join Board meetings, to ensure that the Board benefits from their perspectives. Various Company events provide opportunities for Directors to engage with the Group's employees, as well as its other stakeholders. Further details are set out on page 36.
B - Board A - Audit and Risk Committee G - Go.Compare Board N - Nomination Committee Rem - Remuneration Committee Resp - Responsibility Committee

B, A, G, N, Rem, Resp
Based on feedback received during the review process described on the opposite page, the Board agreed on areas of focus, which will be monitored during the year:
Continue the Board's focus on strategic debate, market shifts, our customers' needs and on redefining Future's mission and purpose in a fastchanging ecosystem.
Review Board agenda to ensure sufficient time is dedicated during meetings to discussion. Ensure regular debate about the strategy in light of emerging information.
Effectively implement the changes to our Board composition outlined in the Nomination Committee report, on page 85, and support the new Board Chair and other Board members to transition seamlessly into their new roles, setting the Group up for further success.
Continue the culture of trust and openness among Board members, particularly during the transition period, to ensure successful execution of the transition. Use the Spencer Stuart work to inform decisions on the broader Board composition.
As well as the opportunities, anticipate the challenges and risks of a fast-changing business environment and ensure our strategy allows for trade offs and prioritisation, in light of emerging information.
Focus on resilience risk management and further embed this into strategy and KPI monitoring.
The Senior Independent Director, Mark Brooker had the opportunity to engage with major shareholders on two topics during the past year. In December and January Mark met with shareholders as requested during the CEO transition process and over the summer as part of his Remuneration Committee Chair role. While the focus of the latter engagement was Future's proposed new Directors' Remuneration Policy (details on which are on pages 112 to 117), he took the opportunity to explain to shareholders some of the challenges and opportunities that developments in the broader business environment presented to the Group, as context for the new policy proposals. As part of those conversations, he responded to a range of questions from shareholders. He reported on the feedback from shareholders to other Board members, ensuring that they clearly understood the shareholders' views. Mark also lead the annual appraisal of the Chair's performance, as explained on page 82.

An evaluation of the Board and its Committees is carried out annually and externally facilitated every three years. Last year we carried out an external review; this year the review was internal.
Key objectives identified for action in FY 2025 were:
Some of the steps taken during FY 2025 to address those objectives were:
Financial Officer immediately prior to FY 2025, in September 2024, the Board worked closely with him during the year to support his effective onboarding.
engage directly with senior management and colleagues from across the business in various forums. These included:
As mentioned above, the Board conducted an internally facilitated review in FY 2025. To help monitor trends from the previous year, Independent Audit provided a questionnaire and sent it to Board members in early July. Responses were received through July and early August and, having analysed the responses, the Company Secretary submitted a report on the Board members' responses in early September. The report outcomes and the proposed actions were discussed at the September Nomination Committee and Board meetings. The report, which was based on the self-assessment questionnaire, confirmed that the Board displays a number of strengths, including:
This discussion, together with the Nomination Committee's considerations
of independence, time commitment and tenure, are used as the basis for recommending the re-election of Directors by shareholders. The Board is satisfied that all its Non-Executive Directors bring robust, independent oversight and that they continue to remain independent.
The review process also addressed the strengths and development areas for Go.Compare, which has its own board, and for the four board committees, which are the Audit and Risk, Nomination, Remuneration and Responsibility Committees. For Go.Compare, noting a strong score in particular for the information provided to the Board and on the effectiveness of its meetings, the actions focused on continuing the focus on its strategy, within the broader Future Group strategy, and on ensuring that Go.Compare colleagues feel as connected to Future plc and the success of its strategy as they do to Go.Compare's own strategy and plan.
Noting that all four committees function well in terms of effective chairing, quality of discussions, the support they receive and the reporting they do, the actions they agreed to implement in FY 2025 to enhance their performance included: completing the consultation process on the 2026-2028 Directors' Remuneration policy, securing shareholder approval of the policy at the February 2026 AGM and implementing it effectively from FY 2026; continuing to enhance communication of Future's responsibility strategy and measuring its impact.
As part of the internal Board evaluation process, the Senior Independent Director led a review of the Chair's performance taking into consideration the view of all the Directors. The Directors unanimously agreed that Richard has been an excellent Chairman and a strong leader for the Board. They noted the open and inclusive culture the Chair has created within the boardroom and effective management of board meetings. The Chair has also provided strong support and mentoring for the recently appointed CEO as he becomes established in the role. Looking forward to FY 2026, the proposed new Chair and the Board are planning to further increase time at board meetings considering Future's strategy, given the longer-term challenges arising from fundamental changes to the media industry. The proposed new Chair will also look for opportunities to provide
1:1 feedback to Non-Executive Director colleagues regarding their performance. Finally, the focus on Director succession planning will continue, as a number of Board members will reach the end of their expected tenure in the next 2-3 years.

Richard Huntingford Chair of the Nomination Committee
Dear Shareholder
On behalf of my colleagues on the Nomination Committee, I am pleased to present this review of the Committee's activities during FY 2025. The Committee met formally on three occasions during the year. Its Terms of Reference describe its role and responsibilities more fully and can be found on Future's website.
On 18 October 2024, we announced that Jon Steinberg had informed the Board of his decision to step down from the Board in 2025, to relocate back to the US with his family. Jon's notice period was twelve months. We also announced that the Board had initiated a search for his successor and ultimately the Board appointed Spencer Stuart, the executive search adviser, which has no connection with
Future or any individual Directors, to advise the Committee on this appointment.
Spencer Stuart presented a diverse set of candidates for the Committee to consider. Included in the list of potential candidates was Kevin Li Ying, whose background I outlined in my Chair's introduction, on page 8 of this report.
Having interviewed a shortlist of candidates, including Kevin, and after careful consideration, referencing and due diligence, the Committee concluded that Kevin was its preferred candidate and recommended to the Board that he be appointed CEO. With the Board's approval, this was announced on 30 January 2025, with his appointment taking effect on 31 March 2025.
Also on 30 January 2025, it was announced that the then CEO, Jon Steinberg, would step down from the Board on 30 March 2025 and act as Senior Advisor until 30 June 2025, to ensure a smooth transition with Kevin.
The Committee played a central role in Kevin's search process, as outlined above, and worked closely with the Remuneration Committee to define his compensation arrangements and Jon's leaver treatment, details of both of which are set out from page 96.
Other than Kevin's appointment, further details of which are set out in the Directors' Remuneration Report on page96, and Jon's
departure, there were no other Board changes during the year. However, we plan to announce the following Board changes on 4 December 2025, which will take effect from 5 February 2026, following the Annual General Meeting on that date:
The Board decided that Spencer Stuart was also the best choice to advise the Committee on the replacement of the Board Chair position. Based on individual discussions with members of the Nomination Committee by Alan Newman, the assessment of the Nomination Committee was that the current Senior Independent Director, Mark Brooker, would be the preferred candidate as Chair successor, providing continuity and understanding of the Group following a series of leadership changes.
In order to validate its assessment, the Nomination Committee asked Spencer Stuart to carry out an assessment of Mark, which was shared with the Committee. The due diligence process also included a formal interview of Mark by a panel of the Nomination Committee, which excluded myself and Kevin. The panel concluded that it was not necessary to consider external candidates for the role and recommended Mark's appointment as Board Chair to the Board, subject to receiving my confirmation as to when I intended to step down from the role. Mark, of course, having indicated his willingness to be considered for the position, did not take part in any of the Nomination Committee's deliberations or decisions and, in accordance with good governance practice, neither I nor Kevin took part in them, although we were briefed on them afterwards, as part of a meeting of the full Nomination Committee. In my absence, Alan Newman chaired the relevant meetings.
We have a detailed Director induction programme which all new Board members participate in.
Briefed on outcomes of most recent Board performance review
Information on the Group budget and strategy
Last Annual Report
Meeting senior executives
The Committee, on behalf of the Board, regularly assesses the balance of Executive and Non-Executive Directors, and the composition of the Board in terms of skills, experience, diversity and capacity. We continually monitor the composition of the Board not only based on the length of Directors' tenure and on our Board D&I Policy,
86 Future plc
| Members | Since |
|---|---|
| Richard Huntingford (Chair) | 2017 |
| Meredith Amdur | 2020 |
| Mark Brooker | 2020 |
| Rob Hattrell | 2018 |
| Ivana Kirkbride | 2023 |
| Kevin Li Ying | 2025 |
| Alan Newman | 2018 |
| Angela Seymour-Jackson | 2021 |
The Company Secretary acts as secretary to the Committee. Details of individual Directors' attendance at committee meetings can be found on page 79.
The Nomination Committee supports the Board in Executive and Non-Executive succession planning. Our key objectives as a Nomination Committee are:
but also with a view to ensuring that the Board's blend of skills and experience is appropriate for the next stage of Future's development.
On appointment each Non-Executive Director receives a letter of appointment setting out, among other things, their term of appointment, the expected time commitment for their duties to Future and details of any committees of which they will be a member and/or Chair. Non- Executive Directors are initially appointed for a three-year term, after which a review is undertaken to consider renewal of the term for a further three years. However, Future follows governance best practice, with all directors standing for re-election by shareholders at each Annual General Meeting.
Executive Leadership Team (ELT) succession
During FY 2025, the Board and the Committee have monitored the changes to the organisational structure and approved changes to key leadership roles. During the year, the Board discussed succession plans for executives below Board level on a number of occasions.
The Committee will continue to keep a watching brief on the market and potential talent. It will continue to monitor the ELT and senior management talent pool to ensure that succession planning for business-critical roles is proactively reviewed and to ensure the development of a diverse pipeline for succession for the Board and the ELT. This follows the requirements of the 2024 Corporate Governance Code, which the Group is working towards compliance with, although it will only apply to the Group from the financial year beginning 1 October 2025.
We adopted a new Board D&I Policy in 2023, which also applies to the Board's Committees. We reviewed the policy in September 2025 and concluded that, while the policy is still fit for purpose, we had not achieved all the objectives we set for ourselves as a Board, by the dates we originally set and we have therefore extended some of those dates.
We continue to see increasing diversity at Board level as an essential element in maintaining a competitive advantage and to believe that a truly diverse Board will include and make good use of differences in the skills, regional and industry experience, educational, professional and socio- economic backgrounds, ethnicity, race, gender, age, sexual orientation, disability, cognitive and other distinctions between Directors.
Our Board D&I Policy also makes specific reference, as well as to diversity, to inclusion, to highlight that, as well as a diverse Board, we promote an open and inclusive culture in Board and Committee meetings, where all Directors are encouraged to share their views and their views are all taken into account, without bias or discrimination.
Our objective of driving the benefits of a diverse and inclusive Board, senior management team and wider workforce is underpinned by our strong culture of diversity and inclusion, which is essential to fulfilling Future's purpose, is inherent in our values and supports the delivery of our strategy. You can read more about the Group's approach to diversity and inclusion in the Corporate Responsibility report from page 21.
Set out below are the objectives of our Board D&I Policy and our assessment of performance against them. These objectives ensure that both appointments and succession planning support developing a diverse pipeline:
white ethnic groups, from FY 2023.
As at 30 September 2025, we met the third of these objectives, with three members of the Board being from an ethnic minority background.
Regarding the first and second objectives, the percentage of women on the Board is 33 percent. The Chair role of the Go.Compare Board, while it is not one of the four named senior roles on the Future plc Board, is a significant one for Future, given it is a regulated entity with significant responsibilities and governance requirements, and that role continues to be occupied by Angela Seymour-Jackson. As mentioned, Angela will also take over the role of Remuneration Committee Chair from February 2026.
Our Board D&I Policy also explains that all Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective and that periods of change in Board composition may result in temporary periods when this balance is not achieved.
Future has previously had a strong record of Board gender diversity and the succession process for the CEO role was approached with diversity as an important consideration. The candidate brief explicitly mentioned diversity as an important consideration.
The reasons for Kevin's selection were, as already mentioned above, his deep knowledge of the Group's business, secondly, the fact that he had been a key contributor to the successful transformation of the Group, particularly through leading the development of the Group's proprietary technology and infrastructure and, thirdly, that he had successfully transitioned from a functional leadership role into a commercial role, as EVP of B2C. He was clearly the right candidate for the role and, while his appointment has
strengthened the ethnic diversity representation on the Board, it has not strengthened the Board's gender diversity.
We noted last year, after Sharjeel Suleman's appointment as CFO, that the Board had rejected the idea of making additional, gender diverse Board appointments, on the basis that it would not be appropriate and would lead to an oversized and unwieldy Board for the Company's size.
However, the Board remains fully committed to meeting its own diversity targets. As part of a wider brief, the Nomination Committtee has asked Spencer Stuart to consider and advise the Committee on priorities for ongoing refreshment of the Board over the next two to three years, in order to ensure that it has the skills, expertise and capabilities it needs to support Future's strategic direction and continued evolution. Diversity of the Board will be a key consideration of this activity. As a consequence, we have updated our Board D&I Policy to reflect the fact that we will aim to achieve the first and second objectives of the policy by the end of 2026.
Our principles for Board diversity also apply to the ELT and senior management below this level, with female representation of 16.7% at ELT level and 33.7% at SLT level.
Numerical data on the sex or gender identity and ethnic diversity of the Board, senior Board positions (Chair, CEO, SID and CFO) and executive management, in the format required by the UK Listing Rules, are set out on page 28.
The Board D&I Policy mirrors that of our wider Equality, Inclusion & Diversity Policy, which is available on our website at www.futureplc.com.
Committee performance and effectiveness The Nomination Committee's performance
was evaluated as part of the internally facilitated Board performance review, as described on page 83. The review was completed by all Committee members and no issues arose.
During FY 2025, the Committee reviewed the balance of skills, experience and independence of the Board, including consideration of Board members' terms in office and any potential conflicts of interest. It concluded that each Non-Executive Director remained independent. The Committee is satisfied that the external commitments of the Board's Chair and members do not conflict with their duties as Directors of the Company and that they have sufficient time to fulfil their Director responsibilities to Future, both in normal circumstances and in exceptional circumstances.
After the year-end, the Committee also considered the Directors proposed for election or re-election by shareholders at the AGM. Following discussion of the skills, contribution and external commitments of each Director, and in conjunction with the Board performance review conducted between July and September 2025, the Committee supports the proposed re-election of all Directors standing for re-election (or election) at the AGM in 2026. In line with best practice, each Committee member was excluded from approving the proposal for their re-election (or election).
Richard Huntingford
Chair of the Nomination Committee 3 December 2025
| Gender | Ethnicity | CEO | Financial | Editorial/ Publishing Content |
Digital and Technology |
Advertising and Brands |
UK Governance | Remuneration | |
|---|---|---|---|---|---|---|---|---|---|
| Richard Huntingford | M | W | |||||||
| Kevin Li Ying | M | M | |||||||
| Meredith Amdur | F | W | |||||||
| Mark Brooker | M | W | |||||||
| Ivana Kirkbride | F | M | |||||||
| Rob Hattrell | M | W | |||||||
| Alan Newman | M | W | |||||||
| Angela Seymour-Jackson | F | W | |||||||
| Sharjeel Suleman | M | M |

Alan Newman Chair of the Audit and Risk Committee
Dear Shareholder
On behalf of the Audit and Risk Committee, I am pleased to present its report for the year ended 30 September 2025.
I and the Committee members have continued to work closely with the Executive Directors, other members of management, with Deloitte LLP (Deloitte), the external auditor, and with RSM UK Risk Assurance Services LLP (RSM), the Group's provider of outsourced internal audit, on the Committee's core duties, which remained unchanged. Our key actions throughout the year are set out below and we followed our usual cadence of activities to ensure the effectiveness of our financial reporting, risk management and internal controls framework. We continued our role of challenging, advising and, when required, making informed decisions.
A key area of focus has continued to be the ongoing maturity of the Group's internal controls environment, taking into account the enhanced reporting requirements introduced by the 2024 UK Corporate Governance Code. Although the 2024 Code will only apply to the Group from the financial year beginning 1 October 2025 (FY 2026), with Provision 29 applying from the following year (FY 2027), the Board and management have been proactive in their readiness activities, which the Committee has helped guide and which it continues to monitor. More information on this can be found on page 90.
We have continued to review and scrutinise, discuss and challenge the assumptions and judgements made by management in the preparation of published financial information, to ensure that the Committee had clear oversight of the evolving impact of the Group's strategy on the business and its financial affairs, as well as emerging risks.
We received regular reporting on the recommendations arising from our internal audit programme and provided inputs to help make those recommendations even more robust. We then monitored how the recommendations were implemented by the Group.
We also reviewed and provided feedback on other aspects of the Group's risk management and internal controls framework, including: its new Speak Up policy; a programme to ensure clarity of responsibilities and accountabilities among the management for understanding and complying with all legal and regulatory requirements in each of the business areas that may be affected by any such
requirements; simplification of certain aspects of the Group's corporate structure.
Information regarding the Board's stakeholder engagement is set out on page 36, which also indicates where the Committee took account of the views of key stakeholders and considered their interests in its discussions and decision-making, as does page 41.
This year the Board undertook a review of the performance of the Board and Board Committees, including this Committee, and you can read more about this on page 83.
I would like to thank all the colleagues involved in the Group's corporate and financial integrity, controls, recording and reporting for their contribution during 2025.
Alan Newman
Chair of the Audit and Risk Committee 3 December 2025
| Members | Since |
|---|---|
| Alan Newman (Chair) | 2018 |
| Meredith Amdur | 2020 |
| Angela Seymour-Jackson | 2021 |
The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors' attendance can be found on page 79.
The Committee held four scheduled meetings during the year and a number of ad hoc meetings. Meeting cadence is linked to events in the Company's financial calendar and other important events that arise throughout the year, which fall for consideration by the Committee under its remit.
Two of these meetings focused on reviewing matters in conjunction with the half year and full year reporting and included private meetings with the Internal and External Auditors. The other meetings focused on the development of internal controls, the work of the Internal Audit function, evaluation of corporate and emerging risks, our ongoing work on TCFD and ad hoc matters which arose during the year.
In addition to the Committee members, all of whom are Non-Executive Directors, the CFO, Finance Director, Risk & Compliance Director, Group Senior Risk Manager, the Internal Auditor (RSM) and the External Auditor (Deloitte) attended all or parts of these meetings by invitation. The Chair of the Board and Chief Executive Officer may also attend meetings. The Company Secretary acts as Secretary to the Committee. The Chair of the Committee holds regular meetings with the External and Internal Auditors, who have an opportunity to discuss matters without management being present, and also with the CFO and other members of the Finance function to address specific matters.
The Committee received sufficient, reliable and timely information from management to enable it to fulfil its responsibilities. The Board has confirmed that it is satisfied that Committee members possess an appropriate level of independence and depth of financial and commercial, including sectoral, expertise. For the financial year ended 30 September 2025, Alan Newman was the member of the Committee determined by the Board as having recent and relevant financial experience.
The Committee reviewed the updated wording of the Group's longer-term viability statement, set out on page 52. To do this, the Committee ensured that the model used was consistent with the approved three-year plan and that scenario and sensitivity testing aligned clearly with the principal risks of the Group. Committee members challenged the underlying assumptions used and reviewed the results of the detailed work performed. The Committee was satisfied that the analysis supporting the viability statement had been prepared on an appropriate basis. The
90 Future plc
Committee also reviewed the going concern statement, set out on page 52 and confirmed its satisfaction with the methodology, including appropriateness of the sensitivity testing.
The Committee considered whether the Annual Report is 'fair, balanced and understandable', in line with the requirements of the 2018 Code. The Committee members were consulted during the drafting process and gave input to the planning process, as well as having the opportunity to review the Annual Report as a whole and discuss, prior to the December 2025 Committee meeting, any areas requiring additional clarity or better balance in the messaging. In this respect the Committee focused on:
On the basis of this work, together with the views expressed by the External Auditor, the Committee recommended, and in turn the Board confirmed, that it could make the required statement that the Annual Report is 'fair, balanced and understandable'.
The Committee also received regular updates from the CFO on provisions made for litigation and the Committee considered the appropriateness of the methodology applied.
The Board has overall responsibility for determining the nature and extent of its principal and emerging risks and the extent of the Group's risk appetite, and for monitoring and reviewing the effectiveness of the Group's systems of risk management and internal control. Further details of the risk management objectives and process are on pages 47 to 51.
The principal risks and uncertainties facing the Company are addressed in the Strategic Report and in the table on pages 47 to 51. The Board has delegated to the Committee the responsibility for monitoring the effectiveness of the systems of risk management.
The Board determines the objectives and broad policies of the Group and meets regularly, when a set schedule of matters which are required to be brought to it for decision is discussed. Overall management of the Group's risk appetite, its tolerance to risk and discussion of key aspects of execution of the Group's strategy remain the responsibility of the Board. The Board has delegated to the Audit and Risk Committee the responsibility for establishing a system of internal controls appropriate to the business environment in which the Group operates.
Key elements of this system include:
The new Speak Up policy, which is underpinned by an independent, external reporting tool as another means for the Group to become aware of serious wrongdoing in the organisation and to take quick action to address it.
The ongoing development of a formal controls framework that defines the key controls, the persons responsible and the specific risk that each of these key controls is designed to mitigate.
As highlighted above, the 2024 Code will apply to the Group from its financial year beginning 1 October 2025, other than Provision 29, which will apply to its financial year beginning 1 October 2026. For FY 2025, the focus for the Committee was on the approach and roadmap to achieve compliance from FY 2026 and, for Provision 29, from FY 2027. This initial phase of work, on which management provided the Committee with progress updates throughout the year, included:
The Committee considered the following issues relating to the financial statements during the year. These include the matters relating to risks disclosed in the financial statements:
| Area of focus | Reporting issue | Role of the Committee | Conclusion / Action taken |
|---|---|---|---|
| Exceptional items Judgement is applied in determining exceptional items credited or incurred in the year. The Group defines an item as exceptional where its nature, size or materiality is not related to the core trading of the Group |
Review of the judgements made to determine the classification of certain one-off items |
The Committee considered the appropriateness of the judgements made by the Board and Management in determining the classification of these items, including the impairment of Mozo |
The Committee satisfied itself that exceptional items were classified appropriately |
• Ownership and responsibilities of the risk and controls were clarified and an assurance framework aligned to provide support and evidence for the effectiveness of material controls.
Over FY 2026, the Committee will receive updates of testing against the framework to provide assurance it can perform its declaration of material control effectiveness in FY 2027.
The Audit and Risk Committee assesses the effectiveness of the Internal Audit function annually and considers whether the level of internal audit resources is appropriate to provide the right level of assurance over principal risks and controls.
In FY 2025, RSM continued to act as Future's outsourced Internal Auditor. The annual Internal Audit plan is approved by the Committee and Internal Audit is an agenda item at each Committee meeting. RSM presents an update on audit activities, progress of the audit plans and the outcomes of all audits, with action plans to address any issues. Reviews have been completed in FY 2025 on areas including: IT Asset Management, Compliance, Go.Compare Customer Journey, Online Audience Diversification and Growth, Digital Advertising Strategy, Data Governance and Retention and Succession Planning.
The Committee has overseen the establishment of plans to implement the control improvements recommended by these reviews. No significant failings in financial reporting controls were identified.
The Internal Audit function is aligned with the Internal Control function to ensure the timing of each review type can be appropriately considered, and discuss common themes and concerns to ensure the appropriate remediation or improvements can be made.
Looking forward to FY 2026, a risk assessment has been completed to inform the FY 2026
Internal Audit plan, which the Committee is confident will help further improve the organisation's control environment.
The Committee is responsible for reviewing the independence of the Company's External Auditor, Deloitte, agreeing the terms of engagement with them and the scope of their audit. Deloitte has a structure of peer reviews for its engagements, which are aimed at ensuring that its independence is maintained.
Maintaining an independent relationship with the Company's External Auditor is a critical part of assessing the effectiveness of the audit process. The Financial Reporting Council's ethical standard for auditors restricts the provision of non-audit services to Public Interest entities to no more than 70% of the average audit fee in the last three consecutive years.
The Committee has agreed the Group's policy on non-audit fees, and this was reviewed by the Committee during the year ended 30 September 2025. The Committee also regularly reviews the level of audit and non-audit fees paid to Deloitte. The key principles of the policy on non-audit services are:
During FY 2025, the External Auditor provided services in relation to the Group's year end
results and non-audit services for the half year reporting and bank covenant compliance, as well as support with a comfort letter in relation to the Group's bond issuance. The External Auditor has also confirmed to the Committee that they did not provide any other non-audit and additional services and that they have not undertaken any work that could lead to their objectivity and independence being compromised. The non-audit services supplied by the External Auditor can be found in note 4 of the financial statements. Deloitte do not provide non-audit services to the Group, other than licence to their technical accounting database since 2024. The licence fee is de minimis and represents less than 1% of the 70% FRC independence cap.
The lead partner is rotated every five years. Mark Tolley was appointed as the lead audit engagement partner in FY 2021 and he will step down after the closure of the Group's FY 2025 financial statements. He has been succeeded as lead audit engagement partner by Nicola Barker.
The scope of the external audit is formally documented by the auditor. The Committee discussed Deloitte's detailed audit plan and strategy including the intended scope of the audit, identification of significant and elevated audit risks and the level of materiality proposed. In respect of the financial year ended 30 September 2025, the Committee assessed the performance and effectiveness of the External Auditor, as well as its independence and objectivity, on the basis of meetings, the limited improvements of the FRC Audit Quality Review in relation to the 2024 audit, which was published in July 2025, and a questionnaire-based internal review which was completed by the Committee members and regular attendees to the Committee. The summary of the results of the questionnaire has been reviewed by the Committee.
Deloitte has a policy of partner rotation, which complies with regulatory standards. The
Committee considered the transition plan for the upcoming change in lead engagement partner, as noted above.
Deloitte were appointed in 2019 to succeed PwC as the Company's auditors with effect from the start of FY 2021. A resolution to reappoint Deloitte as auditors for the year ending 30 September 2026 is being proposed to shareholders at the Company's AGM to be held on 5 February 2026.
The Company has complied with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Process and Audit Committee Responsibilities) Order 2014 (Competition & Markets Authority Order) for FY 2025 in respect to audit tendering and the provision of non-audit services.
The Committee is kept up to date with changes to Accounting Standards and relevant developments in financial reporting, company law, and the various regulatory frameworks through presentations from the Group's External Auditor, the CFO, the Group Finance Director, Risk Manager, Head of Compliance and the General Counsel and Company Secretary. In addition, members attend relevant seminars and conferences provided by external bodies. The Committee also receives tailored briefings from management and the Group's External Auditor from time to time.
The Terms of Reference of the Audit and Risk Committee include all the matters required under the 2018 Code and are reviewed annually by the Committee. No changes were considered necessary to the Terms of Reference in FY 2025.
The Committee's effectiveness in respect of the year ended 30 September 2025 was evaluated as part of the review described on page 83. The key issues that were identified in the previous year's assessment were discussed by the Committee to ensure these were adequately addressed and the Chair provided an update where appropriate.
As well as the regular cycle of matters that the Committee schedules for consideration each year, we are planning over the next 12 months to:
• Continue to monitor legislative and regulatory changes that may impact the work of the Committee, with a particular focus on the
forthcoming 2024 UK Corporate Governance Code requirements.
The Committee's report was approved by a Committee of the Board of Directors on 3 December 2025 and signed on its behalf by
Alan Newman
Chair of the Audit and Risk Committee 3 December 2025
Future plc is the holding company of the Future group of companies (the Group)
The Company's 2026 Annual General Meeting will be held at 11.00 am on Thursday 5 February 2026 at Future's London office at 121-141 Westbourne Terrace, Paddington W2 6JR.
The Corporate Governance statement, prepared in accordance with rule 7.2 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTRs), comprises of the following sections of the Annual Report: the Strategic Report; the Corporate Governance Report; the Audit and Risk Committee Report; the Nomination Committee Report; the Remuneration Committee Report; together with this Directors' Report. As permitted by legislation, some of the matters required to be included in the Directors' Report have been included in the Strategic Report by cross reference including details of the Group's financial risk management objectives and policies, business review, future prospects and environmental policy.
The names and biographical details of the current Directors are shown on pages 80 and 81 of this Annual Report. Particulars of their emoluments and beneficial and non-beneficial interests in shares are given in the Directors' Remuneration Report on page 109.
The appointment and removal of Directors is governed by the Company's Articles of Association, the 2018 Code and the Companies Act 2006. The Directors may, from time to time, appoint one or more Directors. In the interests of good governance and in accordance with the provisions of the 2018 Code, all Directors will retire and submit themselves for election or re-election at the forthcoming AGM.
The Board manages the business of the Company under the powers set out in the Company's Articles of Association. The Company's Articles of Association can only be amended, or new Articles adopted, by a resolution passed by shareholders in a general meeting by at least three quarters of the votes cast. Further discussion of the Board's activities, powers and responsibilities appears within the Corporate Governance Report on page 95 of this Annual Report. Information on compensation for loss of office is contained in the Directors' Remuneration Report on page 109 of this Annual Report.
The Company has procedures in place for managing conflicts of interest. Should a Director become aware that they, or any of their
connected parties, have an interest in an existing or proposed transaction with the Company, they should notify the Board in writing or at the next Board meeting.
Internal controls are in place to ensure that any related party transactions involving Directors, or their connected parties, are conducted on an arm's length basis. Directors have a continuing duty to update any changes to these conflicts.
The Company had Directors' and Officers' liability insurance cover in place throughout the year, which included cover for claims by third parties.
Details of the Company's issued share capital, together with details of the movements in the issued share capital during the year, are shown in note x to the financial statements. The Company has one class of ordinary shares with a nominal value of 15 pence each (Ordinary Shares), which does not carry the right to receive a fixed income. Each share carries the right to one vote at general meetings of the Company. There are no restrictions or agreements known to the Company that may result in restrictions on share transfers or voting rights in the Company.
There are no specific restrictions on the size of a holding, on the transfer of shares, or on voting rights, all of which are governed by the provisions of the Articles of Association and prevailing legislation. Shareholder authority for the Company to allot Ordinary Shares up to an aggregate nominal amount of £5,540,264.75 (or £11,080,529.50, if used for a rights issue) was granted at the AGM held in February 2025.
FY 2025 saw the operation of 3 separate on-market share buyback programmes, as follows:
announced the start of that programme on 1 August 2025 and it is expected to conclude in the coming days. The Board has approved a further £30m buyback programme, which will be announced on 4 December 2025.
These programmes were authorised by shareholders as follows:
The issued share capital of the Company as at 30 September 2025 was approximately £15 million, divided into 100,042,163 Ordinary Shares.
Since 30 September 2025, no new shares have been issued as a result of the exercise of share options by the Company's share option scheme participants and the total issued share capital at 2 December 2025 was 96,056,790 Ordinary Shares.
The Company's Ordinary Shares are listed on the London Stock Exchange. The register of shareholders is held in the UK.
No contributions were made to political parties during the year (2024: £Nil).
Information provided to the Company pursuant to the DTRs is published on a Regulatory Information Service and on the Company's website. Information set out in the table at the bottom of page 94 has been received, in accordance with DTR 5, from holders of notifiable interests in the Company's issued share capital.
Data privacy is a cornerstone of our corporate ethics at Future. We are dedicated to protecting the data of our customers, employees and prospective employees, treating it with the level
of care we expect for our own data. We hold our partners to this same high standard. Future has a comprehensive privacy programme in place to ensure we meet our privacy obligations under applicable laws. This programme incorporates leading data protection principles and practices, which are central to our approach to processing personal data.
Our Data Protection Officer continually reviews, develops and improves Future's privacy practices to ensure we uphold these principles and that Future's privacy operations are run in a smooth and timely fashion. For example, updating systems and processes to meet the deletion and access rights of our customers and employees, as they develop across all relevant territories. We ensure we meet the requirements of emerging privacy laws and regulations across the world, as well as keep up with rapid advancements in technology and new business initiatives.
Future abides by all current digital advertising standards by providing users with a clear choice on how and when they accept personalised advertising experiences and ensuring they can exercise their data privacy rights. We work with industry trade bodies to ensure we are aligned to the guiding principles of privacy by design and implement technical solutions to protect user privacy. As user privacy continues to evolve and become more complex, we have the resources and technology to adapt our digital offerings as needed.
We have invested significantly in our proprietary advertising technology stack, Hybrid, and our customer data platform, Aperture. These platforms are designed to obtain user consent and process valuable audience data while adhering to privacy regulations. This ensures that our advertisers can effectively reach their target customers across our leading digital properties, with a strong commitment to data privacy and user consent.
It is Future's policy to conduct all of our business in an honest and ethical manner and we take a zero-tolerance approach to bribery and corruption. We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and we are implementing and enforcing effective systems to counter bribery and corruption.
We have whistleblowing ('Speak Up') and anti-bribery and corruption policies which are reviewed regularly and published on our intranet. The Speak Up policy is designed to encourage employees to report, in good faith, matters such as criminal activity, failure to comply with legal obligations, fraud, danger to health and safety, bribery and corruption, breaches of internal policies and procedures and attempts to conceal any of the above. Disclosures can be made to an individual's line manager, or to the Head of Legal, Head of Compliance or General Counsel. Individuals can also make disclosures anonymously via a Speak Up web reporting
service managed by an independent external organisation. During the period of this report, no substantiated disclosures were made.
In addition, to ensure Future is adopting best practice with anti-corruption legislation and to promote transparency, a Review Kit, Trips and Gifts Log is in place to track the whereabouts of products sent to us for review and the acceptance of gifts and trips by our employees. We also have an Editorial Ethics Committee, which oversees our compliance with our own ethical and editorial standards.
The results of the Group are shown on pages 119 to 178 and movements in reserves are set out in note 25 to the financial statements.
The Board's policy is that dividends should be covered at least four times by adjusted diluted earnings per share and free cashflow. The Company's Employee Benefit Trust (EBT) waives its entitlement to any dividends. The Board is recommending a final dividend for the year of 17p per share (FY 2024: 3.4p per share) payable on 11 February 2026 to shareholders recorded on the register at the close of business on 16 January 2026. The Ordinary Shares will become ex-dividend on 15 January 2026.
The provisions of the European Directive on Takeover Bids (as implemented in the UK in the Companies Act 2006) require the Company to disclose any significant agreements which take
Substantial interests information provided to the Company pursuant to the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTRs) is published on a Regulatory Information Service and on the Company's website. The following information has been received, in accordance with DTR 5, from holders of notifiable interests in the Company's issued share capital:
| Shareholder | As at 30 September 2025* | As at 2 December 2025* | Nature of holding |
|---|---|---|---|
| Fidelity International Limited | 10.04% | 10.02% | Direct and Indirect |
| JP Morgan Asset Management | 6.13% | 6.13% | Direct and Indirect |
| BlackRock inc. | 5.28% | 5.28% | Direct and Indirect |
| Slater Investments | 4.18% | 4.26% | Direct |
| Capital Group | 3.67% | 3.55% | Direct |
| Sir Peter Wood | 3.71% | 2.94% | Direct |
effect, alter or terminate upon a change of control of the Company. In common with many other companies, the Group's bank facility is terminable upon change of control of the Company. In common with market practice, awards under certain of the Group's long-term incentive plans (details of which are set out in the Directors' Remuneration Report on page 96) will vest or potentially be exchangeable into awards over a purchaser's share capital upon change of control of the Company. There are also change of control provisions in Kevin Li Ying's and Sharjeel Suleman's respective service agreements, exercisable within three months of a change of control by the Company or on one month's notice by the executive, to expire no later than three months from the date of the change of control.
The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware, and each Director has taken all reasonable steps to ascertain any relevant audit information and to ensure that the Company's auditor is aware of that information.
This Directors' Report was approved by order of the Board.
On behalf of the Board David Bateson
3 December 2025
Other information relevant to this Directors' Report, and which is incorporated by reference, including information required in accordance with the UK Companies Act 2006 and UK Listing Rule 9.8.4R, can be located as follows:
| Subject Matter | Page |
|---|---|
| Important events since the financial year-end | 9 |
| Likely future developments in the business | 8 |
| Information on financial instruments | 158 |
| Internal control and risk management systems in relation to the process for preparing |
90 |
| Employment of disabled persons | 28 |
| Employee involvement | 30 |
| Stakeholder engagement | 36 |
| Diversity policy | 28, 75 |
| Energy and carbon disclosures | 23, 54 |
With the exception of capitalised website development costs, the Group has not undertaken any material research and development costs (FY 2024: £nil).
The Directors are responsible for preparing the Annual Report and the 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 have prepared the Group financial statements in accordance with UKadopted international accounting standards and with the requirements of the Companies Act 2006 and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 "Reduced Disclosure Framework".
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.
In preparing the financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Annual Report and financial statements as they appear on our website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed in the Corporate Governance report, confirms that, to the best of their knowledge:
Having made the requisite enquiries, so far as each Director in office at the date the Directors' Report is approved is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware and each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.
This responsibility statement was approved by the Board of Directors on 3 December 2025 and is signed on its behalf by:
Kevin Li Ying Chief Executive Officer 3 December 2025

Mark Brooker Chair of the Remuneration Committee
On behalf of my colleagues on the Remuneration Committee, I am pleased to present the Directors' Remuneration Report for the year ended 30 September 2025. This report covers my fourth - and final - year as Remuneration Committee Chair. Key focus areas for the Committee this year have been the remuneration arrangements for our new CEO, Kevin Li Ying, who stepped into that role and joined the Board on 31 March 2025, as well as the leaver terms for the outgoing CEO, Jon Steinberg. We have also undertaken an extensive consultation exercise with our largest shareholders in relation to the Group's Remuneration Policy. I provide further details of these initiatives in this report.
Our report sets out the principles and policy we have applied to remuneration for our Directors in FY 2025, as well as the principles and policy we propose to apply from FY 2026 under the new Remuneration Policy. In both cases we aim to demonstrate how our approach and policy align with our strategy, support the attraction and retention of key talent, motivate our Directors to achieve strong performance and reward them appropriately and transparently for doing so.
We were delighted that Kevin Li Ying was appointed as the Group's new Chief Executive Officer in March, following the departure of Jon Steinberg.
We disclosed details of Kevin's remuneration package on the Company's website at the time of his appointment and noted that full details would be provided in this Annual Report. The package is fully aligned to our Remuneration Policy.
Details of Kevin's remuneration, and of the treatment of Jon's remuneration on his leaving Future, are included later in the report. In both cases, the Committee took advice from its appointed external remuneration consultants, Ellason. To assist shareholders in understanding the Committee's decisionmaking, below are the key parameters of Kevin's remuneration package and the rationale for them:
Base Salary: Kevin's base salary was set at an initial level of £575,000 per annum, which is approximately 20% below the level of his predecessor (£730,000) and c. 10% below current market levels for this role at FTSE 250 companies of comparable scale to Future, according to our benchmarking (£640,000). Noting that this is his first FTSE Board-level executive role, the Committee determined that setting Kevin's base salary at an initial discount to both his predecessor and market would be appropriate. The former CEO was also paid a premium to UK benchmarks reflecting his recruitment from the US market. The approach the Committee took to benchmarking is explained in the sidebar below.
As set out at the time of his appointment, the Committee intends to keep Kevin's base salary under review and, as warranted by his continued performance and development in role, to award Kevin increases above inflation (and therefore, as necessary, above the average increase of the wider workforce) over the 2025, 2026 and 2027 pay review cycles.
Kevin's salary was first eligible for review with effect from 1 December 2025 and then annually thereafter. Since he has only been in the CEO role for 8 months (rather than a full year), the Committee decided to increase his salary by 2.5%, at or below the increase to be awarded to the wider workforce. The Committee believes that Kevin has made an excellent start to his tenure as CEO but felt it was too early to make significant changes to his salary. The Committee is also conscious that, as I have explained above, his base salary is below
The Committee uses benchmarking as one of its inputs to validate the appropriateness of pay proposals. Base pay and incentive award opportunities were compared to pay practices at other FTSE 250 companies (excluding financial services) of comparable scale and complexity to Future, as indicated by factors such as market cap, revenue, profitability and employee numbers. Pay data is adjusted to reflect Future's relative size.
the relevant market levels. The Committee will keep Kevin's salary under review and, as required, bring it into line with an appropriate market positioning over the next two pay review cycles (in 2026 and 2027).
The other key areas of Kevin's remuneration, which are all in line with Future's Remuneration Policy and unchanged from the remuneration of the outgoing CEO, are:
Annual bonus: Kevin's maximum bonus opportunity as CEO was set at 200% of base salary.
Together with the salary agreed on his appointment, this delivers an appropriately competitive bonus opportunity, in the context of his first Board-level appointment, that strikes the correct balance between fixed pay and short-term variable pay, and provides a strong link to Future's annual performance against its financial and strategic KPIs.
For FY 2025, Kevin's bonus eligibility was pro-rated to reflect the period served in the CEO role. Kevin was also eligible for an annual bonus for the period to 31 March in respect of his former below-Board role of Executive Vice President of Future's B2C division.
LTIP awards: Kevin's LTIP opportunity has been set at the same level as his predecessor's, being a maximum of 200% of base salary. For FY 2025, Kevin received a top-up award worth 50% of his base salary on his appointment, to reflect his increased responsibilities for the second half of the financial year. This award was granted after the HY results announcement in May 2025, with the same performance targets as disclosed in last year's Annual Report and Accounts.
This opportunity ensures a competitive total package and, through this long-term variable component, close alignment of Kevin's interests with those of shareholders. Details of the other elements of Kevin's annual package are set out on page 101.
In FY 2025 the Committee also determined the leaver arrangements for our former CEO, Jon Steinberg. As it was Jon's decision to leave Future, the Committee resolved not to confer "good leaver" status, in line with our Remuneration Policy. As such, Jon was not entitled to any payment under the annual bonus scheme for FY 2025 and all his unvested awards under the PSP lapsed in full. As was disclosed under section 430(2B) of the Companies Act 2006 at the time Jon stepped down from the Board, he remained an employee of the Company, in the role of
Annual Report and Accounts 2025 Directors' remuneration report 97
Senior Adviser, until 30 June 2025, when his employment ended. He continued to receive his base salary and contractual benefits until that date. Further details of the leaver arrangements are included in the report on page 109.
With the current Remuneration Policy coming up to the third anniversary of its approval by shareholders, the Committee spent time during FY 2025 reviewing the overall framework to ensure it remains appropriate for Future and can continue to support the delivery of the Group's strategy over the coming years.
Since the current Policy was approved by shareholders, the Company has seen significant change, including an evolution of strategy and a period of leadership transition, most recently with the appointments of Kevin Li Ying as CEO from 31 March 2025 and Sharjeel Suleman as CFO from 16 September 2024. These have implications for remuneration policy design as described below.
The changes to the Policy now being proposed by the Committee were informed by the continued volatility in the external markets in which the Company operates, as was highlighted in the Company's half-year results announcement in May and in the September investor webinar. For example, Future saw a marked difference in performance between October and January (when the Company demonstrated organic growth), and March (when uncertainty related to tariff announcements by the United States government resulted in reduced advertising spend and revenue decline for Future). This uncertainty continued to have a dampening effect through the year, albeit to a lesser degree. Kevin also talked in the investor webinar in September about the bigger thematic challenges and opportunities facing the Company and the wider sector that need to be addressed over the next five years. Most notable is the change in the way consumers find content online with the rise of AI-led search (such as ChatGPT or Google AI Overviews).
Future's strategy remains the same, as set out on page 11. However the eco-system in which we operate is changing and we need to adapt to that change. The channels by which Future attracts and reaches its audience are shifting from traditional Google, where our focus has been on how to push audiences to our platform, toward AI-generated answers, social media and other platforms such as news-type channels (for example, Google Discover and
| Members | Since |
|---|---|
| Mark Brooker (Chair since 1 October 2021) | 2020 |
| Rob Hattrell | 2018 |
| Angela Seymour-Jackson | 2021 |
Details of individual Directors' attendance can be found on page 79.
Other directors and executives, including the Board Chair, the CEO, CFO and COO may be invited to attend Remuneration Committee meetings, or parts thereof, where appropriate. The Company Secretary acts as secretary to the Committee. No individuals are involved in decisions related to their own remuneration.
This Directors' Remuneration Report sets out how the Group compensates its Directors (both Executive and Non-Executive), the decisions made on their pay in FY 2025 and the amounts they received in relation to the financial year ended 30 September 2025.
Our objective is to have a fair, equitable and competitive total reward package that supports our vision, and to ensure rewards are performance-based and reinforce long-term shareholder value creation.
Apple News), where we will focus more on pulling audiences to our platforms. The methods of monetising the audience are also evolving and diversifying.
The Board is confident that Future has the right brands, assets and capabilities to be successful in this ever-changing landscape. In the last few months we have launched a series of initiatives, with encouraging early performance. What is clear is that the
Company will need to go through a period of reinvention, building on its strengths to be able to continue as a leader in its space, evolving the inherent value of our platform and proposition to unlock long-term value for our shareholders.
I set out this background in the letter to shareholders that initiated the consultation, as it is important context to the proposals we made regarding executive reward in the next
Policy cycle and the shareholders we consulted indicated that it would be important to clearly explain the rationale for all the proposals for the benefit of all shareholders.
In summary, our proposals are as follows:
The rationale for the proposals, the feedback received from shareholders and the Committee's responses are set out on page 100.
The Committee discussed the current Policy over a series of meetings throughout 2024 and early 2025, reflecting on how the next iteration may need to evolve to reflect the strategic priorities of the business, the cyclical nature of the sector, evolving market trends and investor guidance. Input was sought from the Executive Directors at various stages of the process, while ensuring that conflicts of interest were suitably mitigated. An external perspective was provided by Ellason, the Committee's independent adviser. The evolving proposals were also assessed against our core remuneration principles of clarity, simplicity, risk, predictability, proportionality and alignment to culture.
The consultation with shareholders was, of course, a critical part of the process. Below we describe how the consultation was conducted, including the number of shareholders that were consulted. On page 100, for each of the proposals that the Committee put to shareholders, we highlight the main feedback received and how the Company has responded, with the resulting outcomes. We trust that this will allow all shareholders to understand how the Committee's proposals have evolved.
We wrote to over 20 of our largest shareholders as part of the consultation and invited each of them to provide feedback on the proposals. As Chair of the Committee, I
offered to discuss the proposals or to provide any further information that shareholders required, and any other aspect of remuneration at Future, either by meeting, by phone or by correspondence.
We ultimately received feedback from 15 shareholders representing approximately 46% of the issued share capital. Seven shareholders took me up on the offer of a call, while others provided written comments and requested additional information, to which I also responded. The feedback was extremely helpful in informing the final Policy proposals and, on behalf of the Committee, I would like to thank shareholders for their engagement and constructive input. I also discussed the Policy with several proxy agencies - Glass Lewis, ISS and IVIS - once shareholders had been engaged and the Committee had determined its final proposals.
The details of the proposed Policy are set out from page 112 in this Annual Report and we hope that shareholders will vote in favour of it at the AGM.
In addition to the new Remuneration Policy, the Committee is also making the following proposals to shareholders at the AGM:
Further details of these implementation decisions are provided in the Notice of AGM that accompanies this Annual Report.
We are also proposing a minor change to Policy, to align the change of control provisions with the current contractual notice periods contained in the employment contracts of Executive Directors (i.e., an increase from 6 to 12 months).
The Board values the feedback and insights from all our stakeholders and we remain committed to engaging proactively with shareholders and advisory bodies on remuneration matters.
The Company achieved Adjusted Operating Profit of £208.9m on a constant currency basis, warranting 0% payout of this element of the bonus (90% of the opportunity). The Company's Employee Engagement score was 74.4%, a 0.9 point increase over FY 2024, resulting in a 45% payout of this element (or 4.5%, with the 10% weighting applied). The overall bonus outcome warranted for FY 2025 performance was therefore 4.5% of maximum.
However, in light of the all-employee profit pool scheme paying a zero bonus to colleagues for FY 2025, both Executive Directors have decided to waive their entitlement to an annual bonus as calculated above. The Committee believes this demonstrates strong leadership from both Kevin and Sharjeel and their desire to remain aligned with colleagues throughout the Company.
As noted in the section 430(2B) Companies Act 2006 statement, which the Company published on its website at the time Jon Steinberg stepped down from the Board, and earlier in this letter, Jon forfeited any entitlement to an annual bonus in respect of FY 2025.
The Committee is satisfied that overall pay outcomes in respect of FY 2025 are appropriate and reflect Future's performance during the year and the experience of all key stakeholder groups. The annual bonus outcome for the year reflects a year of challenge but one in which improvements have been seen in Employee Engagement, reflecting a multi-year programme to address certain key issues for colleagues. Kevin Li Ying holds legacy PSP awards in respect of his former role (see page 105). The PSU element of his December 2023 award, subject to performance to 30 September 2025, will lapse in full. The RSU element will vest on the normal vesting date. Sharjeel Suleman's first PSU award will vest subject to performance to 30 September 2027.
The Committee did not exercise discretion in respect of remuneration outcomes during the year.
Annual Report and Accounts 2025 Directors' remuneration report 99
A summary of the approach to implementation of the Remuneration Policy outside the topics covered above is as follows:
The Committee recognises that the cost of living and spend on everyday costs continues to be a real concern for a number of our colleagues. The annual inflation rate in the UK, where the majority of our employees are based, was 3.6% in October 2025. In the US, where we also have a significant employee population, the most recent October 2025 data shows a 3% year over year inflation rate. In FY 2024, we moved from a flat rate of salary increase by country, which was tied to the inflation rates of each location, to a performance-based review process, with pay rises aligned to performance scores. This allows us to reward individual performance against our goals and values more consistently and transparently than in previous years. We plan to continue this model for FY 2026, with pay rises of between 1% and 4.5%, dependent on performance (being an average workforce pay increase of 2.5%), effective from 1 January
As noted on page 37, we are undertaking a number of initiatives to ensure better transparency and consistency in approach to remuneration for the wider workforce and to support colleague development. These include a company-wide roll out of our updated levelling structure. This structure, along with the employee and manager tools that support it, will improve our ability to support career development and performance management. This project also ensures that we are both externally competitive and internally consistent in our remuneration practices, from our earliest-in-career colleagues through to our Executive Leadership.
As regards engagement with the wider workforce about executive pay decisions, the Committee considers pay and employment conditions elsewhere in the Group when determining pay for Executive Directors. The Committee and the full Board is made aware of, and consulted on, the Company's Human Resources strategy and takes seriously its obligation to have a broad oversight on the operation of fair pay policies elsewhere in the Group. This forms an important input to the Committee's consideration and determination of Executive Director remuneration, including base salary increases.
The Board recognises the value of listening to colleagues' views and perspectives on a range of business matters and adopts multiple channels to do so. In September 2024, the Board appointed Ivana Kirkbride as Future's Designated NED for workforce engagement. In this role, Ivana meets regularly with colleagues and is responsible for bringing their views and perspectives into the boardroom. We also engage with colleagues through a regular schedule of Town Hall meetings (which we call 'The Exchange'), on a range of subjects including reward philosophy and remuneration policy. Colleagues are invited to ask relevant questions in this forum and are also able to submit queries outside of the formal meeting structure. Any feedback on reward matters is relayed to the Remuneration Committee and taken into account – along with the feedback from engagement with our shareholders – in its decision-making. In addition, employees are encouraged to become shareholders through the Company's all employee share plans; once an employee becomes a shareholder, he or she can vote on resolutions in respect of Directors' remuneration as well as any other resolutions put before the AGM.
The Board was very pleased that a large majority of our shareholders (97.5%) voted to approve the Directors' Remuneration Report at the AGM in February 2025.
As I mentioned earlier in this report, the new Directors' Remuneration Policy consultation provided an opportunity for us to engage once again with shareholders on remuneration matters. I hope it demonstrated that, as a Committee, we are committed to making responsible and measured decisions around pay. The robustness of that process gives me confidence that we have achieved a balanced policy, within the context of the ongoing debate around the competitiveness of UK pay, which aligns with our strategy and appropriately motivates our Directors.
I hope this report provides clear and transparent disclosure, including of the wider context that has informed our decisions.
We look forward to receiving your support for the Annual Report on Directors' Remuneration and the Directors' Remuneration Policy, at our AGM on 5 February 2026.
Finally, as you will read in the Nomination Committee report on page 85, I will be handing over the Committee Chair responsibility to my fellow Non-Executive Director, Angela Seymour-Jackson, from February 2026. I would like to express my thanks to my fellow Committee members for their support and contribution over the four years I have chaired the Committee. I am also extremely grateful to our shareholders and to the proxy agencies who have continued to provide constructive feedback.

Chair of the Remuneration Committee 3 December 2025
This report has been prepared in accordance with the provisions of the Companies Act 2006, and Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the UK Listing Authority's Listing Rules and the Disclosure and Transparency Rules. In accordance with the Regulations, the following sections of the Remuneration Report are subject to audit:
The remaining sections of the Report are not subject to audit.
100 Future plc
Set out below, for shareholders' information, is a summary of the key Policy proposals on which we originally engaged shareholders and our rationale for putting these forward. We have also summarised the feedback we received through the consultation process, and the Committee's response to this, to provide further clarity to all shareholders around how this process informed the Committee's decisionmaking when finalising its proposals
The Committee considers that granting time-vesting RSU awards alongside the performance-based PSU awards provides management with the confidence to invest in the strategic changes required to allow Future to remain a leading digital media player over the coming years, without abandoning the results-driven culture which has made the Group successful.
As noted in this report, Future operates in particularly cyclical sectors, and this is reflected in the binary (i.e. either 0% or 100%) vesting outcomes under our long-term incentives over the last ten years. This dynamic is reducing the effectiveness of long-term equity awards as motivational and retention tools in an increasingly competitive talent market. The Committee has sought to address this issue in recent years through the diversification of metrics as well as setting targets to reflect a broader range of relevant reference points. However, volatility in Future's key markets means that it currently remains challenging to set robust targets at the time of grant which we can be confident will remain stretching and motivational over the 3-year performance period. As we look forward, we see this issue becoming more acute due to the significant changes that AI-led search is bringing to the way the Group will need to operate.
For senior executives below Board-level, we pivoted from entirely performance-based awards to a combination of performance- and time-vesting awards in 2023, to address concerns about the retentive power of PSU awards and recognising the tendency for US-based competitors (a key talent market at certain levels of our organisation) to offer a similar 'hybrid' model. Extending this approach to Executive Directors provides greater alignment in our approach to long-term incentivisation across the Group, whilst retaining a meaningful proportion in performance-based awards supports a continued focus on long-term strategic delivery.
During the consultation, shareholders expressed broad support for the Committee's proposal to introduce hybrid awards, acknowledging the aforementioned rationale and no increase to the overall quantum of long-term incentive opportunity on a PSU-equivalent basis. Accordingly, the Committee did not amend the original proposals that are now reflected in the Policy.
In a minor change, the Committee is proposing to express short- and long-term incentive opportunities in terms of a 'target' opportunity (as opposed to a 'maximum' opportunity), with the ability for Executive Directors to earn up to two-times the target opportunity under any performance-based incentives if stretching targets are achieved. This proposal is presentational only. It has no impact on award quantum. It allows for consistency of messaging throughout the Group – and in particular to provide alignment with US colleagues for whom we have already aligned our communication internally with the market-standard approach in that geography. Noting positive feedback on the change during consultation, the Committee did not amend its original proposals.
The Committee consulted with major shareholders on removing the mandatory annual bonus deferral requirement in cases where an Executive Director had met their shareholding requirement at the time of payment. This proposal received mixed feedback from shareholders. Therefore, the Committee has resolved not to take this proposal forward at this stage. 50% of any bonus earned will continue to deferred for the duration of the new Policy term, irrespective of an Executive Director's shareholding in Future.
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The main features of the Remuneration Policy as applied in FY 2025 are summarised in the table below. Details of payments made to the former CEO, Jon Steinberg, who stepped down as an Executive Director on 30 March 2025, are set out on page 109. The table also includes details of how the new Remuneration Policy is intended to apply in FY 2026:
| Element of | Application of the Remuneration Policy | |||||
|---|---|---|---|---|---|---|
| remuneration | FY 2025 | FY 2026 | ||||
| Paid over the financial year | ||||||
| Base salary See page 104 for more details |
CEO: £575,000 CFO: £420,000 |
CEO: £589,375 (+2.5%) from 1 December 2025 CFO: £430,500 (+2.5%) from 1 December 2025 |
||||
| Pensions and benefits See page 104 for more details |
CEO: 5% of salary CFO: 5% of salary |
CEO: 5% of salary CFO: 5% of salary No changes to other benefits |
||||
| Paid in the year after the relevant financial year, with an element subject to mandatory deferral | ||||||
| The performance measures for FY 2025 were 90% on Adjusted Annual bonus See page 104 for more Operating Profit and 10% on Employee Engagement. details The maximum opportunity for the CEO was 200% of salary. The maximum opportunity for the CFO was 150% of salary. |
No change to the overall structure. The performance measures for FY 2026 will be 80% on Adjusted EBITDA, 15% on Organic Digital Revenue growth and 5% on Employee Engagement. The target opportunity for the CEO will be 100% of salary. The target opportunity for the CFO will be 85% of salary. Executive Directors can earn up to two times the target opportunity at maximum. |
|||||
| Vest at least three years after grant, with a post-vest holding period | ||||||
| Performance Share Plan See page 104 for more details |
PSU awards CEO - Granted a top-up award on appointment as CEO of 50% of salary. CFO - Granted an award of 167% of salary. Vesting of awards based 40% on 3-year relative TSR, 30% on 3-year Adjusted Diluted EPS growth and 30% on 3-year organic revenue growth. RSU awards n/a |
PSU awards CEO - Will be granted an award with a target opportunity of 50% of salary. CFO - Will be granted an award with a target opportunity of 41.75% of salary. Vesting of awards based 40% on 3-year relative TSR and 60% on 3-year Adjusted Diluted EPS growth. Executive Directors can earn up to two times the target opportunity at maximum. RSU awards CEO – Will be granted an award with a target opportunity of 50% of salary. |
||||
| CFO - Will be granted an award with a target opportunity of 41.75% of salary. RSU awards will vest after three years subject to continued employment and a discretionary underpin. |
||||||
| Shareholding requirements See page 104 for more details |
CEO: 200% of salary CFO: 200% of salary |
CEO: 200% of salary CFO: 200% of salary |
The Remuneration Committee is responsible for the remuneration of the Executive Directors and Board Chair and has oversight of senior executive and all employee remuneration policies. This includes ensuring that the Committee is satisfied that all relevant regulatory requirements have been complied with in connection with employees of Future's regulated subsidiary.
In setting the remuneration of the Executive Directors and other senior executives, the Committee is mindful of the importance of an appropriate relationship between the remuneration policies and practices for the Executive Directors, senior executives, managers and other colleagues within the Group.
We set out on page 99 how the Company consults with the workforce in terms of executive remuneration.
Remuneration at all levels in Future is designed to support its remuneration principles, long-term business strategy and core purpose. It is also designed to be consistent with and to support the Company's core values. The structure of reward necessarily differs based on scope and responsibility of role, level of seniority and location.
The table below illustrates how the core elements of Executive Director, Executive Leadership Team and wider Future leadership teams' pay aligns with the wider workforce:
| Eligibility | Element of remuneration | Details |
|---|---|---|
| Employees at all levels |
Base salary | Salaries are generally reviewed annually, taking into account Company and individual performance, experience and responsibilities. Future is committed to ensuring UK pay for colleagues is above not only the national minimum but at least at the wage set by the Living Wage Foundation. This was introduced in 2021 and continues to be reviewed and updated annually. |
| Benefits | Employees across all levels of the business are eligible for a range of competitive, voluntary benefits. For all employees, Future offers health benefits, a cycle to work scheme, unlimited holiday and enhanced maternity, paternity and adoption leave. |
|
| Pension | Pension planning is an important part of Future's reward strategy for all employees because it is consistent with the long-term goals and horizons of the business, an approach it has been practising for a number of years. The specific Company offering differs by jurisdiction. |
|
| All-employee share plans | UK and US employees are strongly encouraged to become shareholders through the Share Incentive Plan (SIP) or Employee Stock Purchase Plan (ESPP) and those who become shareholders through participating are able to express their views in the same way as other shareholders. |
|
| Performance-related bonus - cash |
All employees below Board level are eligible to participate in the profit pool, with outcomes based on Group performance. Maximum opportunities vary by employee level and jurisdiction. |
|
| Executive Directors and other senior leadership |
Other long-term incentives |
Key members of the senior management population are eligible to participate in long-term incentive arrangements. Incentives for senior management have an emphasis on share awards and performance metrics. |
| Executive Directors only |
Performance-related bonus - Deferred Annual Bonus Plan (DABS) |
Currently only Executive Directors are required to defer a proportion of their performance-related bonus into Future shares under the DABS, which supports shareholder alignment. As a result, Executive Directors are the only participants in the plan. |
| Shareholding guidelines | All employees are strongly encouraged to become shareholders to allow them to share in the success of the Company. However, currently only Executive Directors are subject to formal shareholding guidelines (both in post and post-exit). |
The following section provides details of how the Directors' Remuneration Policy was applied for the year ended 30 September 2025 and how the Committee intends to apply the proposed Policy in the year ending 30 September 2026
The table below sets out a single figure for the total remuneration received for the last two financial years by each Executive and Non-Executive Director who served in the year ended 30 September 2025.
| £'000 | Year end 30 September |
(A) Basic salar or fees 1 |
y (B) Taxable benefits² |
(C) Annual bonus³ |
(D) PSP 4 | (E) Pension benefit 5 |
(F) Other 6 | TOTAL SINGLE FIGURE |
(A+B+E) Total fixed |
(C+D+F) Total variable |
|---|---|---|---|---|---|---|---|---|---|---|
| Executive Directors | , | |||||||||
| Kevin Li Ying 7 | 2025 | 290 | 10 | - | - | 14 | - | 314 | 314 | - |
| Sharjeel Suleman | 2025 | 420 | 18 | - | - | 22 | - | 460 | 460 | - |
| 2024 | 18 | 1 | 182 | - | 1 | 385 | 587 | 20 | 567 | |
| Non-Executive Directors | , | , | ||||||||
| Richard Huntingford | 2025 | 220 | - | - | - | - | - | 220 | 220 | - |
| 0 | 2024 | 214 | - | - | - | - | - | 214 | 214 | - |
| Meredith Amdur | 2025 | 63 | - | - | - | - | - | 63 | 63 | - |
| 2024 | 61 | - | - | - | - | - | 61 | 61 | - | |
| Mark Brooker 8 | 2025 | 85 | - | - | - | - | - | 85 | 85 | - |
| 2024 | 79 | - | - | - | - | - | 79 | 79 | - | |
| Rob Hattrell 9 | 2025 | 79 | - | - | - | - | - | 79 | 79 | - |
| 2024 | 77 | - | - | - | - | - | 77 | 77 | - | |
| Ivana Kirkbride 10 | 2025 | 82 | - | - | - | - | - | 82 | 82 | - |
| Trana timis | 2024 | 56 | - | - | - | - | - | 56 | 56 | - |
| Alan Newman 11 | 2025 | 74 | - | - | - | - | - | 74 | 74 | - |
| , i.a., . i.e., | 2024 | 72 | - | - | - | - | - | 72 | 72 | - |
| Angela Seymour-Jackson 12 | 2025 | 91 | - | - | - | - | - | 91 | 91 | - |
| 2024 | 88 | - | - | - | - | - | 88 | 88 | - | |
| Former Executive Directors | _ | _ | ||||||||
| Jon Steinberg 13 | 2025 | 365 | 11 | - | - | 18 | - | 394 | 394 | - |
| 2024 | 725 | 97 | 475 | - | 36 | - | 1,333 | 858 | 475 |
The Committee takes into account a number of internal and external factors when reviewing salary levels. These factors include the performance of Future during the year, historic increases made to the individual and, to ensure a consistent approach, the salary review principles applied to the rest of the organisation.
Further context and rationale for setting the level of Kevin Li Ying's salary as CEO, on his appointment and in subsequent years, can be found on page 96. Jon Steinberg was an Executive Director until 30 March 2025 and was Senior Adviser until 30 June 2025, when his employment with the Group ended. He received an annual salary of £730,000 until the termination of his employment, as detailed on page 109. Sharjeel Suleman's salary remained £420,000.
Kevin's salary was increased to £589,375 from 1 December 2025. Sharjeel Suleman's salary was increased to £430,500 from 1 December 2025.
The only element of remuneration that is pensionable is basic annual salary. Employer pension contributions were payable to the Executive Directors as an additional cash payment, which is not included in determining their entitlement to any performance-related bonus, share-based incentive or pension. The Company had no liability in respect of the Executive Directors' pensions as at 30 September 2025.
Employer's pension contributions were payable to the Executive Directors as a salary supplement, at a rate of 5% of basic salary for Kevin Li Ying, from 31 March 2025, and for Sharjeel Suleman. This is aligned with the majority of the Group's UK employees' pension provision, following Provision 39 of the UK Corporate Governance Code, as set out in the Remuneration Policy.
Jon Steinberg received a cash supplement in lieu of pension contribution of 5% of salary, until his departure on 30 June 2025.
Kevin Li Ying and Sharjeel Suleman will each continue to receive a cash supplement in lieu of pension contribution of 5% of basic salary.
Benefits are provided at an appropriate level taking into account market practice at similarly sized companies and the level of benefits provided for other employees in the Company.
Core benefits include car allowance, private health insurance and life assurance. The Executive Directors also have the opportunity to participate in the Company's SIP on the same terms as other UK employees.
The Company operates an annual bonus for the Executive Directors. Target opportunities are 100% of salary for the CEO, and 85% of salary (increased from 75% in FY 2025) for the CFO. 50% of any bonus earned by Executive Directors is deferred in shares for two years.
For both Kevin Li Ying and Sharjeel Suleman, the bonus opportunity was based 90% on AOP and 10% on an ESG metric related to Employee Engagement. For Kevin, this was applied pro rata from the date of his appointment as CEO, so from 31 March 2025.
As noted in the section 430(2B) Companies Act 2006 statement, which the Company published on its website at the time Jon Steinberg stepped down from the Board, Jon forfeited any entitlement to an annual bonus in respect of FY 2025.
Full details of the target ranges set at the start of the financial year are set out in the table on page 105 along with actual outcomes for each measure and the resulting annual bonus payout.
As explained in the Chair's letter, on page 75, in light of the all-employee profit pool scheme paying a zero bonus to colleagues for FY 2025, both Executive Directors have decided to waive their entitlement to an annual bonus.
The Group will continue to operate a profit pool bonus for all employees. As described on page 105, the annual bonus for the Executive Directors will operate on a similar basis to FY 2025, based on the target opportunity levels stated above.
The FY 2026 annual bonus will be based 80% on Adjusted EBITDA, 15% on Organic Digital Revenue growth and 5% on Employee Engagement. These changes to the scorecard were discussed with major shareholders as part of the Committee's recent consultation. The rationale for these changes is as follows:
• Replacing Adjusted Operating Profit with Adjusted EBITDA aligns with a shift in our external reporting to shareholders. In practice, given that Future has a capital-light business model leading to a relatively low depreciation and amortisation charge, the dynamics of the two measures at Future are very similar.
The context for the Committee's decisionmaking this year is set out in the introductory letter on pages 96 to 99.
The purpose of our remuneration policy is to deliver a remuneration package that:
Annual Report and Accounts 2025 105 Directors' remuneration report
Specific performance targets for the FY 2026 Annual Bonus are not disclosed due to their commercial sensitivity, but will be disclosed retrospectively in the FY 2026 Annual Report. In accordance with the Directors' Remuneration Policy, 50% of any bonus earned will be deferred in Future shares for 2 years under the DABS.
We have chosen to retain Employee Engagement in the annual bonus assessment for a further year, but with a reduced weighting. This recognises that the FY 2025 outcome under this measure shows significant progress made over the past four years. Whilst there remains scope for further improvements in the score, with the commitment and engagement of our people continuing to be a key driver of the success of our business, we are pleased that the Company is now achieving levels in line with the expected benchmark.
| Performance measure |
Threshold | Target | Max | Actual | % weighting |
% of maximum achieved |
|---|---|---|---|---|---|---|
| Adjusted Operating Profit 1 | £215.0m | £222.0m | £236.0m | £208.9m | 90% | nil% |
| Employee Engagement target | 74.0% | - | 75.5% | 74.4% | 10% | Waived |
| Overall | nil% |
1 Constant currency basis, as explained on page 174
Awards granted to Executive Directors under the DABS in December 2024 in respect of the FY 2024 annual bonus are set out below.
| Executive Director | Date of award | Face value | Number of shares granted | Vesting date |
|---|---|---|---|---|
| Sharjeel Suleman | 18 December 2024 | £91,178 (50% of bonus) |
9,458 | The first Dealing Day after the announcement of the FY2026 results |
| Former Executive Director | ||||
| Jon Steinberg | 18 December 2024 | £237,250 (50% of bonus) |
24,610 | The first Dealing Day after the announcement of the FY2026 results |
The number of shares awarded was based on the closing share price on the date preceding the grant date, of £9.64. Kevin Li Ying did not participate as he was not a Director at the time.
The PSP is now the only long term incentive plan applicable to the Executive Directors. Details of awards made under the Plan in FY 2025 and which are proposed to be made in FY 2026 are summarised below:
Details of the PSP awards made to Kevin Li Ying and Sharjeel Suleman are set out below. The PSP award below, of 50% of base salary, was made to Kevin Li Ying to reflect his increased responsibilities for the second half of the financial year, as explained on page 96.
| Executive Director | Date of award | Shares granted | Market value on date of award |
Face value (and % of salary) |
End of performance period |
Normal vest date | Hold period |
|---|---|---|---|---|---|---|---|
| Kevin Li Ying | 21 May 2025 | 43,103 | £6.67 | £287,497 (50% of salary) |
30 September 2027 | 21 May 2028 | 2 years post vesting |
| Sharjeel Suleman | 12 December 2024 | 70,705 | £9.92 | £701,394 (167% of salary) |
30 September 2027 | 12 December 2027 | 2 years post vesting |
Jon Steinberg was not eligible to receive a PSP award for FY 2025, following his decision to step down from the Board and as CEO.
The performance measures for these awards are based 40% on relative TSR, 30% on Adjusted Diluted EPS growth and 30% on organic revenue growth (see below for details). Any awards vesting will be subject to a mandatory 2-year holding period following the end of the 3-year performance period.
| Measure | Weight | Measurement Date | Target | Vesting Outcome 1 |
|---|---|---|---|---|
| Relative TSR 2 | 40% | 30 Sept 2027 | Below Median At Median At Upper Quartile |
0% 25% 100% |
| Adjusted Diluted EPS | 30% | 30 Sept 2027 | Below 3% CAGR At 3% CAGR At 8% CAGR |
0% 25% 100% |
| Organic Revenue Growth (3 year average) | 30% | 30 Sept 2027 | Below 1.5% At 1.5% At 5.0% |
0% 25% 100% |
1 Straight Line vesting between Threshold and Stretch
2 The relevant comparator group for the Relative TSR measurement will be the constituents of the FTSE 250 index excluding Investment Trusts.
As noted on page 101, subject to approval of the proposed Policy, Kevin Li Ying's and Sharjeel Suleman's next PSU awards will be made for FY 2026 alongside awards of RSUs.
These PSU awards, with target opportunities of 50% and 41.75% for Kevin and Sharjeel respectively, will be made following the FY 2025 results announcement in December 2025. In determining these award levels, the Committee was mindful of the prevailing share price compared to that at which last year's awards were granted. However, recognising that this is the first award to Kevin Li Ying as CEO, and the desire to align his and Sharjeel's interests with the wider executive team but also the execution of the strategy, the Committee resolved not to reduce the award opportunity at grant. However, the Committee will assess for windfall gains at the time of vesting.
Maximum vesting of the PSU awards will be up to two times these target opportunities. PSU performance measures, weightings and targets for FY 2026 are set out in the table below and reflect a simplification compared to awards in previous years. As noted earlier, the Organic Revenue growth metric is now captured in the annual bonus scorecard. Its weighting in the PSU has been reassigned to Adjusted Diluted EPS, to incentivise and reward long-term profitable growth from the delivery of the refreshed strategy. No changes are proposed for the relative TSR metric, which the Committee believes will continue to provide direct shareholder alignment and incentivise the creation of sustainable long-term value creation for shareholders.
| Measure | Weight | Measurement Date | Target | Vesting Outcome¹ % of target opportunity |
|---|---|---|---|---|
| Below Median | 0% | |||
| Relative TSR² | 40% | 30 Sep 2028 | At Median | 50% |
| At Upper Quartile | 200% | |||
| Below 3% CAGR | 0% | |||
| at 3% CAGR | 50% | |||
| Adjusted Diluted EPS | 60% | 30 Sep 2028 | at 4% CAGR | 100% |
| at 5% CAGR | 150% | |||
| at 8% CAGR | 200% |
RSU awards with face values of 50% and 41.75% of salary for Kevin Li Ying and Sharjeel Suleman respectively, will be made at the same time, to facilitate scheme administration and align the interests of the Executive Directors with those of other colleagues who are eligible to receive RSU awards. These RSUs will lapse if the resolution being put to the 2026 AGM to approve the Remuneration Policy is not passed by the requisite majority. Otherwise, these awards will vest after three years subject to continued employment and a discretionary underpin based on the Committee's assessment of underlying financial and operational performance, as a safeguard against paying for failure.
As required under the reporting regulations, the Committee reviews the year-on-year change in the level of Board Director salaries, fees, taxable benefits and bonus payments, compared with the wider workforce. This analysis displays a five-year history for all directors who served during FY 2025. The all-employee data is based on the average earnings per employee in order to avoid distortions to the Group's total wage bill because of the movements in the number of employees. The comparator group used is all Future employees.
| Director¹, ², ³ |
Basic salary/fee | Taxable benefits |
Bonus² | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Executive Directors | FY 2025 | FY 2024 | FY 2023 | FY 2022 | FY 2021 | FY 2025 | FY 2024 | FY 2023 | FY 2022 | FY 2021 | FY 2025 | FY 2024 | FY 2023 | FY 2022 | FY 2021 |
| Kevin Li Ying | 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 | N/A | N/A |
| Sharjeel Suleman | 0% | N/A | N/A | N/A | N/A | 0% | N/A | N/A | N/A | N/A | -100% | N/A | N/A | N/A | N/A |
| Jon Steinberg | 1% | 4% | N/A | N/A | N/A | 0% | 0% | N/A | N/A | N/A | −100% | 100% | N/A | N/A | N/A |
| Non-Executive Directors | |||||||||||||||
| Richard Huntingford | 3% | 3% | 0% | 2% | 42% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Meredith Amdur | 3% | 4% | 0% | 4% | 2% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Mark Brooker | 7% | 14% | 0% | 22% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Rob Hattrell | 3% | 4% | 26% | 4% | 20% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Ivana Kirkbride | 19% | 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 | N/A |
| Alan Newman | 3% | 4% | 0% | 3% | 23% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Angela Seymour-Jackson | 3% | 4% | 0% | 29% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| All employees | 3% | 1% | 8% | −2% | −6% | −61% | 9% | 15% | 13% | −6% | -100% | 100% | −99% | −35% | −28% |
The relative importance of spend on pay for the business is shown in the table below.

The chart above shows the actual expenditure of the Group, and change between the current and previous years, on remuneration paid to all employees, compared to the total operating costs for the Group, excluding exceptional costs and remuneration, investment in capital expenditure, EBT share purchase and distributions to shareholders.
These are considered to be the areas of material outgoings for the Group relating to core performance. Figures are derived from the Group's consolidated financial statements. Distribution to shareholders figures in the chart relate to the dividends paid (or payable) for FY 2024 and FY 2025 being, respectively, (i) the 3.4p final dividend for FY 2024, paid in February 2025 and (ii) the 17p final dividend proposed for the FY 2025 financial year, payable in February 2026. The FY 2025 dividend figure of £3.7m in the chart above is based on the issued share capital of approximately 100.0m shares as at 30 September 2025.
UK reporting regulations require companies with 250 or more UK employees to publish information on the pay ratio of the CEO to UK employees and to build this up over time until it covers a rolling 10-year period.
In line with this requirement, the table below adds to the prior years' analysis, with the ratio of CEO total pay to that of employee pay received during the financial year ended 30 September 2025. This includes basic salary, benefits, pension contributions and the value received from incentive plans
| Financial Year | Calculation methodology | Lower quartile (P25) | Median (P50) | Upper quartile (P75) |
|---|---|---|---|---|
| 2025 | Option A | 22:1 | 17:1 | 12:1 |
| 2024 | Option A | 42:1 | 33:1 | 23:1 |
| 2023 | Option A | 29:1 | 22:1 | 15:1 |
| 2022 | Option B | 104:1 | 86:1 | 65:1 |
| 2021 | Option B | 311:1 | 240:1 | 184:1 |
| 2020 | Option B | 107:1 | 84:1 | 66:1 |
This year we continued the methodology of calculating the ratios with Option A. The data represents the FTE equivalent of all 2,155 UK employees as of 30 September 2025. The employee calculation includes all pay components that mirror the CEO single figure of remuneration. For FY 2025, the CEO single fingure is based on the aggregate remuneration payable to Jon Steinberg and Kevin Li Ying in respect of their tenures as CEO during the year. The data points are reflective of our Company structure and types of roles across the organisation and accordingly the Committee believes the median pay ratio for FY 2025 is consistent with the pay, reward and progression policies for the Company's UK employees taken as a whole. The CEO pay ratio decreased this year relative to FY 2024. This was based on a combination of remuneration elements, primarily due to the outcome of the FY 2025 profit pool relative to last year and a new CEO. We anticipate that in future years the ratio will increase with the outcomes of short-term and long term incentive structures vesting. A summary of the salaries and total single figures of remuneration for the relevant individuals in FY 2025 is included in the table below:
| Pay level | CEO | Lower quartile (P25) | Median (P50) | Upper quartile (P75) |
|---|---|---|---|---|
| Salary | £651,863 | £29,948 | £38,696 | £54,954 |
| Single figure of remuneration | £705,064 | £31,513 | £41,364 | £58,578 |
Non-Executive Directors do not participate in any of the Company's share incentive arrangements, nor do they receive any benefits. Fees are reviewed annually, in line with the wider workforce, with the Board Chair's fees set by the Committee, and those for the Non-Executive Directors set by the Board as a whole. The increase to be applied to their fees, and to the fees of all the Non-Executive Directors, from 1 January 2026, will be 2.5%, which will be at or below the average salary increase for UK employees. The rates for the Chair's and Non-Executive Directors' fees are:
| Fees effective from 1 January 2025 | Fees effective from 1 January 2026 | |
|---|---|---|
| Base fees | ||
| Board Chair | £221,363 | £226,897 |
| Non-Executive Director | £63,308 | £64,891 |
| Additional fees | ||
| Senior Independent Director | £11,118 | £11,396 |
| Audit and Risk Committee Chair | £11,118 | £11,396 |
| Remuneration Committee Chair | £11,118 | £11,396 |
| Responsibility Committee Chair | £11,118 | £11,396 |
| Go.Compare.Com Limited Chair | £27,796 | £28,491 |
| Go.Compare.Com Consumer Champion INED fee | £16,678 | £17,095 |
| Designated NED for workforce engagement | £7,600 | £7,790 |
This graph shows a comparison of Future's total shareholder return (share price growth plus dividends) with that of the FTSE All-Share Media Index and the FTSE 250 Index (excluding investment trusts). The FTSE All-Share Media Index was selected as it provides a comparison of Future's performance relative to the other companies in its sector, whilst the FTSE 250 Index is shown to reflect the Group having moved up to a Commercial Companies Listing1 and its inclusion in the FTSE 250 Index during 2019.

1 On 29 July 2024, Future's shares were mapped to the new "equity shares (commercial companies)" segment, in accordance with the FCA's changes to the UK Listing Rules.
The table below shows the CEO's single figure of remuneration and variable pay outcomes over the same period as the graph above.
| Zillah Byng-Thorne | Jon Steinberg¹ | Kevin Li Ying | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2023 | FY 2024 | FY 2025 | FY 2025 |
| CEO single figure of remuneration £'000 |
£347 | £5,425 | £10,881 | £5,678 | £3,685 | £8,390 | £2,776 | £324 | £559 | £1,333 | £391 | £314 |
| Annual Bonus (% of maximum) |
0% | 88% | 100% | 100% | 100% | 100% | 88% | n/a | 0% | 33% | n/a | 0%1 |
| PSP Vesting (% of maximum) |
0% | 100% | 100% | 100% | 100% | 100% | 100% | n/a | n/a | n/a | n/a | n/a |
1 As described elsewhere in this Report, Kevin Li Ying waived his bonus for FY 2025.
Annual Report and Accounts 2025 Directors' remuneration report 109
Jon Steinberg stepped down as CEO and from the Board on 30 March 2025. Having served notice to leave the Company on 17 October 2024, he was not deemed to be a 'good leaver'. He remained employed as Senior Adviser to the Group until 30 June 2025.
His leaver arrangements were as follows:
· He continued to be paid his basic salary and contractual benefits until his termination date of 30 June 2025. All contractual notice payments ceased from that date. In addition to that portion of these payments disclosed in the single figure of remuneration table on page 103 in relation to his tenure as CFO. Jon received remuneration of £204,803.74 for the period 31 March to 30 June.
No other payments were made to Jon Steinberg beyond those described above and set out in the single figure of remuneration table on page 103. There were no other payments to past Directors during FY 2025, although DABS awards made in 2022 vested to former Directors during the year, on the normal vesting date and as previously disclosed.
The Company has a policy on share ownership by Executive Directors which requires the CFO and the CFO to build up a holding of shares (excluding shares that remain subject to performance conditions) of 200% of salary over a five-year period from appointment.
In respect of Kevin Li Ying, the period commenced on 31 March 2025, the date upon which he joined the Board. Other than the interests in shares included elsewhere in this report, Kevin currently holds 16,038 shares which, at 30 September 2025, were worth £107.615 (9.4% of shareholding requirement).
In respect of Sharjeel Suleman, the period commenced on 16 September 2024, the date upon which he joined the Board. Sharjeel currently holds an interest in shares representing 36.9% of his shareholding requirement. This includes the buyout awards of 36,465 shares (see page 110 for details) which were awarded on 19 September 2024 and which, at 30 September 2025, were worth £207.759 net of tax (24.7% of his shareholding requirement). Also included is the DARS award made in December 2024 which is worth £48,323 net of tax. As there are no performance conditions associated with these awards they count toward his
shareholding requirement on a net of tax value basis. He also purchased 7,682 shares on 22 May 2025 and which, at 30 September 2025, were worth £50,317 (6.0% of his shareholding requirement).
The above valuations were based on the higher of the prevailing closing mid-market share price on 30 September 2025 and the acquisition price, in accordance with the Company's policy on share ownership.
Between 30 September 2025 and the sign off date of this report there have been no changes in the Directors' interests in shares.
| Directors in office at 30 September 2025 1 |
Balance as at 30 September 2024 2 |
Purchases during the year |
Share scheme exercises during the year | Sales during the year | Balance as at 30 September 2025 3 |
|---|---|---|---|---|---|
| Executive Directors | |||||
| Kevin Li Ying | 589 | 15,449 | - | - | 16,038 |
| Sharjeel Suleman | - | 7,682 | - | - | 7,682 |
| Non-Executive Directors | |||||
| Richard Huntingford | 24,500 | - | - | - | 24,500 |
| Meredith Amdur | 385 | - | - | - | 385 |
| Mark Brooker | 1,500 | - | - | - | 1,500 |
| Rob Hattrell | - | - | - | - | - |
| Alan Newman | 8,750 | - | - | - | 8,750 |
| Angela Seymour-Jackson | 3,145 | - | - | - | 3,145 |
| Ivana Kirkbride | - | - | - | - | - |
| Total | 38,280 | - | - | - | 38,280 |


Details of options and other share awards held by Executive Directors who served during the year, and movements during the year, are set out in the tables below:
| Director | Date of Grant | End of deferral period | Balance at 1 Oct 2024 |
Granted during the |
year | Released during the year |
Balance at 30 Sept 2025 |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Sharjeel Suleman | 18 Dec 2024 | 18 December 2026 or first dealing day thereafter | - | 9,458 | - | 9,458 | ||||
| Former Director | ||||||||||
| Jon Steinberg | 18 Dec 2024 | 18 December 2026 or first dealing day thereafter | - | 24,610 | - | 24,610 | ||||
| Total | - | 34,068 | - | 34,068 | ||||||
| PSP | ||||||||||
| Director4 | Date of Grant | Earliest exercise date |
Expiry date |
Exercise price per share (p) |
Balance at 1 Oct 2024 |
Granted during the year |
Vested during the year |
Lapsed during the year |
Exercised during the year |
Balance at 30 Sept 2025 |
| 21 December 20231 21 December 2025 | 21 December 2033 | Nil | 33,692 | - | - | - | - | 33,692 | ||
| 21 December 20231 21 December 2026 | 21 December 2033 | Nil | 33,692 | - | - | - | - | 33,692 | ||
| Kevin Li Ying | 1 March 20241 21 December 2026 | 1 March 2034 | Nil | 6,738 | - | - | - | - | 6,738 | |
| 12 December 20241 | 12 December 2027 | 12 December 2034 | Nil | - | 35,282 | - | - | - | 35,282 | |
| 21 May 20252 | 21 May 2028 | 21 May 2035 | Nil | - | 43,103 | - | - | - | 43,103 | |
| Total | 74,122 | 78,385 | - | - | - | 152,507 | ||||
| 19 September 20243 | 14 April 2025 | 19 September 2034 | Nil | 12,261 | - | 12,261 | - | - | 12,261 | |
| Sharjeel Suleman |
19 September 20243 | 14 April 2026 19 September 2034 | Nil | 15,050 | - | - | - | - | 15,050 | |
| 19 September 20243 | 14 April 2027 | 19 September 2034 | Nil | 9,154 | - | - | - | - | 9,154 | |
| 12 December 20242 | 14 April 2027 | 19 September 2034 | Nil | - | 70,705 | - | - | - | 70,705 | |
| Total | 36,465 | 70,705 | 12,261 | - | - | 107,170 |
The Committee is responsible for determining the overall remuneration policy of the Group, and in particular:
• The terms of reference of the Remuneration Committee, reviewed annually, are available on the Company's website (www.futureplc. com).
The Committee is informed of key developments and best practice in the field of remuneration and obtains advice from independent external consultants, when required, on individual remuneration packages and executive remuneration practices in general.
Ellason is the Committee's independent adviser and was appointed by the Committee in January 2021, to provide regulatory guidance, advice on remuneration trends and advice on other remuneration matters during the year. Fees paid to Ellason
for services provided to the Committee during the financial year were £77,815 (2024: £67,090) on the basis of time and materials.
Ellason does not provide any other services to the Group or any of the Directors and the Committee is satisfied that Ellason remains independent. Ellason is a member and signatory to the Remuneration Consultants' Code of Conduct (www. remunerationconsultantsgroup. com), which requires that their advice be objective and impartial.
The following table shows the results of the advisory vote on the FY 2024 Remuneration Report at the 2025 Annual General Meeting, and the binding vote on the Remuneration Policy, at the 2023 Annual General Meeting:
| Remuneration Report FY 2024 | Remuneration Policy (2023 AGM) | |
|---|---|---|
| For (including discretionary) | 92,276,216 (97.5%) | 91,450,475 (92.75%) |
| Against | 2,369,222 (2.5%) | 7,151,979 (7.25%) |
| Total votes cast (excluding withheld votes) | 94,645,438 (86.05% of the total voting rights) | 98,602,454 (81.59% of the total voting rights) |
| Votes withheld | 5,616 | 6,222,568 |
Awards under Future plc incentive plans may be satisfied by treasury shares or the issue of new shares or the purchase of shares in the market. Under Investment Association guidelines the issue of new shares or reissue of treasury shares under a plan, when aggregated with awards under all of a company's other schemes, must not exceed 10% of the issued ordinary share capital (adjusted for share issuance and cancellation) in any rolling ten-year period. As at 30 September 2025 this limit had not been exceeded (5.7%).
The Company has also applied, since 2021, a secondary, '5% in 10 years' dilution limit, for any future discretionary awards, in line with generallyaccepted principles of good governance. As at 30 September 2025 this limit had not been exceeded as all currently expected dilution is covered by shares held in the Company Employee Benefit Trust (nil%), for the purpose of covering outstanding share options.
As set out in the Company's Notice of Annual General Meeting which accompanies this report, shareholder approval will be sought to remove the 5% limit.
Future's proposed 2026 Directors' Remuneration Policy, as set out below, is subject to a binding shareholder vote at Future's AGM on 5 February 2026. If approved, it will apply from that date. It is intended that the Policy will apply for a period of up to three years from that date and as a result will again be submitted for approval at the 2029 AGM at the latest. The current Directors' Remuneration Policy (the 'Policy') was approved by shareholders at Future's AGM on 8 February 2023. For full details of the current Policy, please refer to the FY 2022 Annual Report.
The Policy was reviewed and approved by the Remuneration Committee. As part of the process, the views of shareholders and shareholder advisory bodies were sought, as outlined on page 97 of this report. In addition, the input from other Board members, management and external advisors was considered. The Committee also took into account the context of wider workforce remuneration arrangements at Future. The members of the Committee then made decisions independently without inappropriate influence. No person participates in decisions relating to their own remuneration.
| Element | Objective and link to strategy | Operation |
|---|---|---|
| Basic annual salary |
To recruit, retain and motivate individuals of a high calibre and reflect the skills, experience and contribution of the relevant Director. |
Basic annual salary is paid in 12 equal monthly instalments during the year and is reviewed annually. When assessing the level of basic annual salary, the Committee takes into account performance, market conditions, remuneration of equivalent roles within comparable companies, the size and scale of the business and pay in the Group as a whole. |
| Benefits | To ensure broad competitiveness with local market practice. | Current benefits available to Executive Directors are car allowance, permanent health insurance, healthcare and life assurance. Additional benefits may be offered if deemed appropriate. |
| Pension | To reflect wider workforce practices and broad competitiveness with market practice at the relevant time. |
The Company shall make a contribution up to a maximum percentage of basic annual salary set to reflect workforce practices at the time and in the relevant jurisdiction. |
| All-employee share plans |
To encourage share ownership by employees and align their interests with those of shareholders. |
The Company operates all-employee schemes in the UK and the US, with invitations made under the UK HMRC-Approved Share Incentive Plan ("SIP") in the UK and under the US Employee Stock Purchase Plan ("ESPP") in the US. Executive Directors may participate in the all-employee scheme that operates in their country of residence on the same terms as other employees. |
| Performance-related bonus |
To incentivise and reward strong performance against annual targets linked to delivery of the strategic plan. |
The Committee sets financial targets based on a number of reference points, including performance during the previous financial year and the budget for the forthcoming year. Strategic objectives will be set, and performance of the Group or individual against these assessed, at the Committee's discretion and may be set on a collective basis or tailored to each Executive Director. |
| 50% of any performance-related bonus earned will be delivered by way of a deferred share award, which will vest two years after the award date. A payment equal to the value of dividends, which would have accrued on deferred awards, may be made following the release of awards to participants, either in the form of cash or as additional shares. |
||
| Payments and awards in relation to the performance-related bonus are subject to malus and clawback provisions, further details of which are included following this table. |
||
| Long-term share-based incentive |
To incentivise sustained long-term performance that supports the creation of value for shareholders. |
Annual awards may comprise (1) performance-tested ('PSU') awards of shares that normally vest subject to three-year performance against targets set at grant and (2) time-vesting ('RSU') awards of shares that normally vest after three years subject to a discretionary underpin. Vested PSU and RSU awards are subject to a 2-year holding period. |
| The scheme rules allow the Committee discretion to change the performance targets and the Committee shall be entitled to exercise its discretion to change performance criteria to the extent that it reflects market practice and/or the Committee considers alternative performance targets to be more appropriate to the business. |
||
| A payment equal to the value of dividends, which would have accrued on vested awards, may be made following the release of awards to participants, either in the form of cash or as additional shares. |
||
| PSU and RSU awards are subject to malus and clawback provisions, further |
details of which are included following this table.
Aggregate annual target opportunity: up to 100% of salary. Aggregate exceptional target opportunity: 150% of salary.
award opportunity capped at 50% of salary.
The target opportunity may be split between PSU and RSU awards, with the RSU
The maximum PSU opportunity is two times the target PSU opportunity. The maximum RSU opportunity is the same as the target RSU opportunity.
Performance measures will be selected for the PSU scorecard at the start of each cycle to align with drivers of Future's strategy and long-term shareholder value creation. Strategic measures, if used, will not be weighted more than 25% of the award opportunity. Financial measures may include, but are not limited to, profitability, cash,
Performance targets are set by the Committee at grant and disclosed in the Annual Report on Remuneration, provided they are deemed not to be commercially sensitive.
RSU awards will be subject to a discretionary underpin which will allow the Committee to scale back vesting (including to zero) in exceptional circumstances, if allowing the awards to vest is considered not to be a fair reflection of the underlying financial and
At the end of the three-year performance period, the Committee will assess performance against the targets set and determine, in its absolute discretion, the
returns and total shareholder return.
overall level of vesting of the PSU award.
operational performance of the Company over the period.
Measures used under the performancerelated bonus are selected annually to reflect the Group's main short-term objectives and can reflect both financial and non-financial priorities, as appropriate. Details of the measures selected, and the rationale for doing so, will be disclosed in the relevant Directors' Remuneration Report.
Targets applying to the performance-related bonus are reviewed annually, based on a number of internal and external reference points. Performance targets are set to be stretching but achievable, with regard to the particular strategic priorities and the economic environment in a given year. Targets are typically not disclosed in advance due to commercial sensitivity but will typically be retrospectively disclosed in full, following the year-end, to the extent that such commercial sensitivity concerns no longer apply.
The PSU scorecard will be determined at the time of grant and may include measures of profitability (such as EPS), capital allocation discipline (such as ROCE), strategic priorities (such as ESG) and measures that reflect long-term success (such as TSR). Measures will be selected to align with the Group's stated strategy (and key performance indicators thereof) and our underlying ambition to deliver value creation for shareholders. Targets applying to PSU awards will normally be disclosed prospectively in the relevant Annual Report on Remuneration and are set using a similar methodology to that described above in relation to the performance-related bonus.
As described on page 102, all employees of the Group receive a basic annual salary, benefits, pension and annual bonus (subject to financial performance). The maximum value of remuneration packages is based on the seniority and responsibilities of the relevant role.
Future also implements long-term equity incentives (both PSUs and RSUs) to key employees, to help ensure not only an alignment of interests internally, but also between our colleague base and shareholders.
The Committee strongly believes in aligning the interests of Executive Directors and shareholders. Executive Directors are required to acquire and maintain a holding of Future shares (excluding shares that remain subject to performance conditions), within five years of appointment and defined as a percentage of salary. The shareholding guideline is 200% of salary. Details of the Executive Directors' current shareholdings are provided on page 110.
Additionally, Executive Directors will normally be expected to maintain a holding of Future shares for a period after their employment with the Company. This shareholding guideline is equal to the lower of an Executive Directors' actual shareholding at the time of their departure and the shareholding requirement in effect at the date of their departure, with such shares to be held for a period of at least two years from the date of ceasing to be an Executive Director. The specific application of this shareholding guideline will be at the Committee's discretion.
Payments and awards under the performancerelated bonus and long-term incentives are subject to malus and clawback provisions, which can be applied to both vested and unvested awards. Malus and clawback provisions will apply for a period of at least two years after payment or vesting. This timeframe reflects the period over which the Group's processes and systems are likely to uncover any of the trigger events listed below.
Circumstances in which malus and clawback may be applied include a material misstatement of the Group's financial accounts, fraud or serious misconduct on the part of the participant, an error in calculating the award vesting outcome, corporate failure or reputational damage.
Incentive plan participants are required to acknowledge their understanding and acceptance of the malus and clawback provisions as a pre-condition to participating in these plans. The Committee is satisfied that the malus and clawback provisions are appropriate and enforceable.
The charts overleaf provide an illustration of the potential future reward opportunities for the CEO and CFO, and the potential split between the different elements of remuneration under three different performance scenarios: 'Minimum', 'Ontarget', and 'Maximum'.
Potential reward opportunities are based on Future's proposed remuneration policy, applied to base salaries for FY 2026. The
performance-related bonus is based on the maximum opportunities set out under the remuneration policy for normal circumstances. The PSU and RSU award opportunities shown in the charts are based on the expected grant date face value.
The 'Minimum' scenario reflects base salary, pension and benefits (i.e. fixed remuneration) which are the only elements of the Executive's remuneration packages not linked to performance.
The 'On-target' scenario reflects fixed remuneration as above, plus an at-target performance-related bonus payout, an at-target PSU outcome (in previous years, this was illustrated assuming threshold performance for the purposes of this scenario) and 100% vesting of the RSU award.
The 'Maximum' scenario includes fixed remuneration and full payout of the performance-related bonus, full vesting of the PSU at 200% of the target opportunity and 100% vesting of the RSU award.
The Companies (Miscellaneous Reporting) Regulations 2018 require a fourth scenario, showing the value at maximum assuming share price growth of 50% for the purpose of long-term incentive awards. This is reflected in relation to the illustrative PSU and RSU valuations shown in the charts overleaf.

| Executive | Salary | Pension | Benefits | Performance- related bonus target opportunity (% salary) |
PSU target opportunity (% salary) |
RSU target opportunity (% salary) |
|---|---|---|---|---|---|---|
| Kevin Li Ying | £589,375 | 5% | £20,000 | 100% | 50% | 50% |
| Sharjeel Suleman | £430,500 | 5% | £17,000 | 85% | 41.75% | 41.75% |
Non-Executive Directors are not eligible to participate in any performance-related bonus, share incentive schemes or pension arrangements. Details of the policy on fees paid to Non-Executive Directors are set out in the table below:
| Element | Objective and link to strategy | Operation | Maximum potential value | Performance measure |
|---|---|---|---|---|
| Fees | To attract and retain high calibre Non-Executive Directors with broad commercial and other experience relevant to the Company and reflecting the time commitment and responsibilities of these roles. | Non-Executive Directors' fees are reviewed annually and paid in 12 monthly instalments. In addition to the base fee, additional fees are payable for acting as Senior Independent Director and as Chair of any of the Board's Committees (other than the Nomination Committee). If the Board requires the formation of an additional Board Committee, fees for the Chair (and where relevant, membership) of such Committee will be determined by the Board at the time. The fees paid to the Chair are determined by the Committee, whilst the fees of the Non-Executive Directors are determined by the Board. Expenses incurred by the Chair and the Non-Executive Directors in the performance of their duties (including taxable travel and accommodation benefits) may be reimbursed or paid for directly by the Company, as appropriate. | Non-Executive Director fee increases are applied in line with the outcome of the annual fee review and would normally be aligned with the increase awarded to the workforce. Fees for the year under review and for the following year are set out in the Annual Report on Remuneration. Aggregate fees paid to non-Executive Directors are subject to the limits set out in the Articles of Association. | Not applicable. |
The Committee's objective at the time of an appointment to a new role is to weight Executive Directors' remuneration packages towards performancerelated pay that is linked to targets set for the financial performance of the Group against budget and the Group's performance against its business objectives and stated strategy. Any new Executive Director's remuneration package would include the same elements as those of the existing Executive Directors, as shown below
| Element of remuneration | Approach | Policy limit |
|---|---|---|
| Salary | The base salaries of new appointees will be determined by reference to relevant market data, experience and skills of the individual, internal relativities and their current basic salary. |
n/a |
| The Committee may approve a higher basic annual salary for a newly appointed Director than the outgoing Director received, where it considers it necessary in order to recruit an individual of sufficient calibre for the role. Alternatively, where new appointees have initial basic salaries set below market-level, any shortfall may be managed with phased increases over a period of up to three years subject to the individual's development in the role (and which may exceed the workforce average increase). |
||
| Benefits | New appointees will be eligible to receive benefits which may include (but are not limited to) the provision of a car allowance, permanent health insurance, healthcare and life assurance. |
n/a |
| If the Director is required to relocate, our policy is to provide reasonable, time-limited relocation, travel and subsistence payments at the discretion of the Committee. |
||
| New appointees will also be eligible to participate in all-employee share schemes, where relevant. | ||
| Pension | New appointees will receive company pension contributions or an equivalent cash supplement aligned to that offered to other new employees in the relevant jurisdiction at the time of appointment. |
n/a |
| Performance-related bonus | The structure described in the Policy table will apply to new appointees with the relevant opportunity being pro-rated to reflect the proportion of the year employed. If used, individual and/or strategic targets may be tailored to the priorities agreed for the executive over the remainder of the relevant financial year. |
Target opportunity of up to 100% of salary (maximum is up to 200% of salary) |
| Long-term share based incentives |
New appointees will be granted PSU and RSU awards on the same terms as other Executive Directors, as described in the Policy table. |
Target opportunity of up to 150% of salary (maximum is up to 300% of salary) |
In determining an appropriate remuneration package, the Remuneration Committee will take into consideration all relevant factors (including quantum, nature of remuneration and the jurisdiction from which the candidate was recruited) to ensure that arrangements are at the same time fair to the individual and in the best interests of the Company and its stakeholders.
The Committee may make an award to buy out incentive arrangements forfeited by a new appointment on leaving a previous employer on a like-for-like basis, which may be awarded in addition to the remuneration structure outlined in the table above. In doing so, the Committee will consider relevant factors including time to vesting, any performance conditions attached and the likelihood of these being met. Any such buy-out awards would typically be made
under the existing bonus or long-term incentive schemes, except that the terms of the buy-out award may diverge from these as necessary to replicate the terms of the award being replaced. In exceptional circumstances the Committee may use the exemption permitted within the UK Listing Rules. Any buy-out awards would have a fair value no higher than that of the awards forfeited.
In cases of appointing a new Executive Director by way of internal promotion, the Remuneration Committee and Board will be consistent with the policy for external appointees detailed above (except in relation to buy-outs). Where an individual has contractual commitments made prior to their promotion to Executive Director level (and not in connection with their promotion
to this level), the Company will continue to honour these arrangements (other than pension contribution) even if these are not provided for by the Policy in force at the time of appointment (or when the arrangements were originally agreed).
In recruiting a new Non-Executive Director, the Board will use the policy as set out in the table on page 115.
Copies of Directors' service agreements and letters of appointment are available for inspection on request at the Company's registered office.
In summary, the contractual provisions for current Executive Directors are as follows:
| Contract provision | Policy | Detail |
|---|---|---|
| Notice periods | Director or Company shall be entitled to serve twelve months' notice. | A Director may be required to work during their notice period or be put on garden leave. |
| Change of control | In the event of a change of control, a Director's appointment may be terminated within three months of the change of control by the Company, or on one month's notice by the Director (to expire no later than three months from the date of the change of control). |
In the event of termination by either the Director or the Company, the Director will be entitled to receive twelve months' salary |
Both Kevin Li Ying and Sharjeel Suleman have rolling service contracts which, as noted above, provide for twelve months' notice on either side.
The following payments may also be made to departing Executive Directors, depending on circumstances:
PSU awards tested for performance at the end of the original performance period. PSU and RSU awards which are subject to an additional holding period will typically be retained and released at the end of the holding period, with Committee discretion to accelerate the release of such awards on an exceptional basis in certain good leaver circumstances, or on a change of control. Deferred bonus shares will normally be retained by the Executive Director and released in full following completion of the applicable deferral period, with Committee discretion to accelerate the vesting of awards in certain good leaver circumstances, or on a change of control;
other circumstances at the discretion of the Committee and subject to the achievement of the relevant performance targets. Deferral requirements will typically continue to apply to bonus payable in such circumstances;
| Contract provision | Policy | Detail |
|---|---|---|
| Notice periods | Three months' notice from either the Company or Director. | Appointed for a three-year term, subject to annual re-election by shareholders at the Company's AGM. |
Executive Directors are encouraged to hold a non-executive role in addition to their full-time position, in order to broaden their experience, and may retain any fees received in respect of such roles. All appointments must first be agreed by the Board and must not represent a conflict to their current role.
In respect of positions at listed companies held by our current Executive DIrectors, during the financial year ended 30 September 2025, as noted on page 80, Kevin Li Ying held the position of Non-Executive Director of W.A.G Payment Solutions plc, for which he was paid a fee.
As noted on page 99, the Committee takes
into consideration the pay and conditions of employees across the Group when determining remuneration for Executive Directors and receives feedback from employees via the employee engagement survey, as well as subsequent listening sessions and through questions raised at Town Hall (the 'Exchange') meetings.
The Committee and the full Board is made aware of, and consulted on, the Company's People & Culture strategy and takes seriously its obligation to have a broad oversight on the operation of fair pay policies elsewhere in the Group.
Further details of the Group's approach to remuneration for the general workforce are set out on page 99.
The Remuneration Committee considers shareholder feedback received through any discussions with shareholders and consults with shareholders on specific matters as and when appropriate.
Approved by the Board and signed on its behalf by
Chair of the Remuneration Committee 3 December 2025
Independent auditor's report Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Company statement of changes in equity Consolidated balance sheet Company balance sheet Consolidated cash flow statement Notes to the consolidated cash flow statement Material accounting policy information Notes to the financial statements



We have audited the financial statements which comprise:
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and United Kingdom 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 FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
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 are 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 (the '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 provided to the group and parent company for the year are disclosed in note 4 to the financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC's Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
| Key audit matter | The key audit matter that we identified in the current year was: |
|---|---|
| Accuracy of revenue | |
| Within this report, the key audit matter is identified as follows: | |
| Similar level of risk | |
| Materiality | The materiality that we used for the group financial statements was £6.0m which was determined based on a blended set of benchmarks including revenue and forecast profit before tax normalised for impairment charges disclosed within exceptional items, as defined in note 5. |
| Scoping | Our group audit procedures covered 92% of the group's revenue, 93% of the group's profit before tax, and 97% of the group's net assets. |
| Significant changes in our approach | There have been no significant changes in our approach in the current period. |
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's and parent company's ability to continue to adopt the going concern basis of accounting included:
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's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the group 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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. These matters included 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.

The group's revenue consists of a large number of low value transactions across a variety of revenue streams which follow different business models, including eCommerce, digital advertising, subscriptions and magazine newsstand circulation. The group operates a number of distinct billing and order-entry systems, and the IT landscape underpinning the end-to-end revenue process is complex in nature.
Due to the large number of transactions, varying revenue streams, and manual intervention between differing IT systems and the group's main ERP system, this is an area which requires a significant allocation of resources and effort in the audit, therefore accuracy of revenue is identified as a key audit matter in our audit report.
We identified non-routine adjustments to revenue as an area with the greatest potential for fraud.
Further details are included within the annual report on pages 6 to 19, 43 to 46 and note 2 to the financial statements.
In response to the identified key audit matter we have performed the following procedures:
In addition, in response to the potential risk of fraud related to non-routine adjustments to revenue, we used data analytics to identify revenue entries with characteristics that appeared unusual, and assessed the appropriateness of these entries by inspecting supporting documentation and evaluating their business rationale
Based on the work performed, we determined that the accuracy of the revenue recognised was appropriate.
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
| Group financial statements | Parent company financial statements | |
|---|---|---|
| Materiality | £6.0m (2024: £6.0m) | £3.0m (2024: £3.0m) |
| Basis for determining materiality |
Materiality has been based on a blended set of benchmarks including revenue and profit before tax normalised for impairment charges disclosed within exceptional items (see Note 5). The profit before tax benchmark used this year has been normalised to reflect the impairment charges disclosed in exceptional items in the period. Materiality for the current year | Parent company materiality is based on 1% (2024: 1%) of net assets and capped at 50% (2024: 50%) of group materiality. |
| represents: | ||
|
||
| impairment charges (2024: 5.2% of profit before tax adjusted for transaction and integration related costs and exceptional items) | ||
| Rationale for the benchmark applied |
Revenue and profit before tax are the primary measures used by stakeholders of the group. We have normalised profit before tax for impairment charges disclosed within exceptional items as the key metrics used by management, investors, analysts and lenders with shareholder value being driven by the result. | The company is non-trading and operates primarily as a holding company. As such, we believe the net asset position is the most appropriate benchmark to use. |
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
| Group financial statements | Parent company financial statements | |
|---|---|---|
| Performance materiality |
70% (2024: 70%) of group materiality | 70% (2024: 70%) of parent company materiality |
| Basis and rationale for determining performance materiality |
|
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £0.3m (2024: £0.3m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Based on that assessment, we focused our group audit scope on six components including the parent company, which were subject to audits of the entire financial information (six components).
The six components represent the principal business units with the group's reportable segments and account for 92% (FY24: 95%) of the group's revenue and 93% (FY24: 90%) of the profit before tax and 97% (FY24:98%) of net assets. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. Our audit work at these components were executed at levels of performance materiality applicable to each individual entity, which were lower than group performance materiality ranging from £2.1m to £3.0m (FY24: £2.1m to £3.0m).
At the group level we also tested the consolidation process and carried out analytical procedures to assess whether there were any significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit. None of these components represented more than 2% of revenue or 5% of profit before tax individually. All audit work was carried out by the same group engagement team, led by the senior statutory auditor.
The group operates a diverse IT infrastructure. With the involvement of our IT specialists, we obtained an understanding of the relevant IT environment and the key general IT controls.
For all components we obtained an understanding of the relevant controls associated with the financial reporting process, accounting estimates and revenue recognition. We did not rely on controls in any areas of the audit and instead adopted a fully substantive approach. Refer to the Audit and Risk Committee report on page 85, for further details of the group's internal controls.
7.2. Our consideration of the control environment
The group has considered the potential impact of climate change on the group's business and its financial statements. Refer to the annual report on pages 54 to 73. We obtained an understanding of management's process which consider the impact of climate risk and considered whether these are consistent with disclosures made. We have evaluated the appropriateness of disclosures included in the financial statements in the material accounting policies information on page 137. We have also assessed the related disclosures with support from internal ESG specialists and read the related narrative in the Corporate Responsibility report to consider whether it is materially consistent with the financial statements and our knowledge obtained in the audit.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
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.
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.
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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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the area of non-routine adjustments to revenue. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK Listing Rules, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. These included GDPR, health and safety laws, and employment legislation.
As a result of performing the above, we identified the accuracy of revenue as a key audit matter related to the potential risk of fraud (solely in respect of non-routine adjustments to revenue). The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.
The UK Listing Rules require 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 group'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 and our knowledge obtained during the audit:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
We have nothing to report in respect of these matters.
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors' remuneration have not been made or the part of the directors' remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
Following the recommendation of the audit and risk committee, we were appointed by the board of directors at the Annual General Meeting on 21 February 2021 to audit the financial statements for the year ended 30 September 2021 and subsequent financial periods. The period of total uninterrupted engagement of the firm is five years, covering the years ending 30 September 2021 to 30 September 2025.
Our audit opinion is consistent with the additional report to the audit and risk committee we are required to provide in accordance with ISAs (UK).
This report is made solely to the 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA 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.
Mark Tolley, FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Reading, United Kingdom
3 December 2025
for the year ended 30 September 2025
| Note | 2025 £m |
2024 £m |
|
|---|---|---|---|
| Revenue | 1, 2 | 739.2 | 788.2 |
| Net operating expenses | 3 | (617.3) | (654.5) |
| Operating profit | 121.9 | 133.7 | |
| Finance income | 7 | 0.7 | 1.3 |
| Finance costs | 7 | (30.7) | (31.8) |
| Net finance costs | (30.0) | (30.5) | |
| Profit before tax | 91.9 | 103.2 | |
| Tax charge | 8 | (25.6) | (26.4) |
| Profit for the year attributable to owners of the parent | 66.3 | 76.8 |
| Note | 2025 pence |
2024 pence |
|
|---|---|---|---|
| Basic earnings per share | 10 | 62.7 | 67.2 |
| Diluted earnings per share | 10 | 62.1 | 66.8 |
for the year ended 30 September 2025
| Note | 2025 £m |
2024 £m |
|
|---|---|---|---|
| Profit for the year | 66.3 | 76.8 | |
| Items that may be reclassified to the consolidated income statement: | |||
| Currency translation differences | (0.9) | (52.7) | |
| Loss on cash flow hedge | 25 | − | (4.4) |
| Other comprehensive expense for the year | (0.9) | (57.1) | |
| Total comprehensive income for the year attributable to owners of the parent | 65.4 | 19.7 |
Items in the statement above are disclosed net of tax.
for the year ended 30 September 2025
| Group | Note | Issued share capital £m |
Share premium £m |
Capital redemption reserve £m |
Merger reserve £m |
Treasury reserve £m |
Cash flow hedge reserve £m |
Accumu lated exchange reserve £m |
Retained earnings £m |
Total equity £m |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 30 September 2023 | 17.8 | 197.0 | 0.3 | 581.9 | (15.3) | 4.4 | 27.8 | 300.8 | 1,114.7 | |
| Profit for the year | − | − | − | − | − | − | − | 76.8 | 76.8 | |
| Currency translation differences | − | − | − | − | − | − | (52.7) | − | (52.7) | |
| Loss on cash flow hedge | 25 | − | − | − | − | − | (5.9) | − | − | (5.9) |
| Deferred tax on loss on cash flow hedge | 22, 25 | − | − | − | − | − | 1.5 | − | − | 1.5 |
| Other comprehensive expense for the year | − | − | − | − | − | (4.4) | (52.7) | − | (57.1) | |
| Total comprehensive (expense)/income for the year | − | − | − | − | − | (4.4) | (52.7) | 76.8 | 19.7 | |
| Acquisition of own shares | 23, 25 | (1.0) | − | 1.0 | − | − | − | − | (76.7) | (76.7) |
| Merger reserve reduction | 25 | − | − | − | (472.9) | − | − | − | 472.9 | − |
| Share premium reduction | 25 | − | (197.0) | − | − | − | − | − | 197.0 | − |
| Share schemes: | ||||||||||
| - Issue of treasury shares to employees | 25 | − | − | − | − | 4.4 | − | − | (4.4) | − |
| - Share-based payments | − | − | − | − | − | − | − | 8.3 | 8.3 | |
| - Current tax on options | − | − | − | − | − | − | − | (0.5) | (0.5) | |
| - Deferred tax on options | 14 | − | − | − | − | − | − | − | 0.1 | 0.1 |
| Dividends paid to shareholders | 9 | − | − | − | − | − | − | − | (3.9) | (3.9) |
| Balance at 30 September 2024 | 16.8 | − | 1.3 | 109.0 | (10.9) | − | (24.9) | 970.4 | 1,061.7 | |
| Profit for the year | − | − | − | − | − | − | − | 66.3 | 66.3 | |
| Currency translation differences | − | − | − | − | − | − | (0.9) | − | (0.9) | |
| Other comprehensive expense for the year | − | − | − | − | − | − | (0.9) | − | (0.9) | |
| Total comprehensive (expense)/income for the year | - | - | - | - | - | − | (0.9) | 66.3 | 65.4 | |
| Acquisition of own shares | 23, 25 | (1.8) | − | 1.8 | − | (7.0) | − | − | (83.5) | (90.5) |
| Share schemes: | ||||||||||
| - Issue of treasury shares to employees | 25 | − | − | − | − | 7.4 | − | − | (7.4) | − |
| - Share-based payments | 24 | − | − | − | − | − | − | − | 5.5 | 5.5 |
| - Current tax on share options | − | − | − | − | − | − | − | (0.1) | (0.1) | |
| - Deferred tax on share options | 14 | − | − | − | − | − | − | − | 0.5 | 0.5 |
| Dividends paid to shareholders | 9 | − | − | − | − | − | − | − | (3.7) | (3.7) |
| Balance at 30 September 2025 | 15.0 | − | 3.1 | 109.0 | (10.5) | − | (25.8) | 948.0 | 1,038.8 |
for the year ended 30 September 2025
| Company | Note | Issued share capital £m |
Share premium £m |
Capital redemption reserve £m |
Merger reserve £m |
Treasury reserve £m |
Cash flow hedge reserve £m |
Retained earnings £m |
Total equity £m |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 30 September 2023* | 17.8 | 197.0 | 0.3 | 472.9 | (15.3) | 4.4 | 350.2 | 1,027.3 | |
| Loss for the year | − | − | − | − | − | − | (23.8) | (23.8) | |
| Loss on cash flow hedge | 25 | − | − | − | − | − | (5.9) | − | (5.9) |
| Deferred tax on loss on cash flow hedge | 22, 25 | − | − | − | − | − | 1.5 | − | 1.5 |
| Other comprehensive expense for the year | − | − | − | − | − | (4.4) | − | (4.4) | |
| Total comprehensive expense for the year | − | − | − | − | − | (4.4) | (23.8) | (28.2) | |
| Acquisition of own shares | 23, 25 | (1.0) | − | 1.0 | − | − | − | (76.7) | (76.7) |
| Merger reserve reduction | 25 | − | − | − | (472.9) | − | − | 472.9 | − |
| Share premium reduction | 25 | − | (197.0) | − | − | − | − | 197.0 | − |
| Share schemes: | |||||||||
| - Issue of treasury shares to employees* | 25 | − | − | − | − | 4.4 | − | (4.4) | − |
| - Share-based payments | − | − | − | − | − | − | 8.3 | 8.3 | |
| Dividends paid to shareholders | 9 | − | − | − | − | − | − | (3.9) | (3.9) |
| Balance at 30 September 2024* | 16.8 | − | 1.3 | − | (10.9) | − | 919.6 | 926.8 | |
| Loss for the year | − | − | − | − | − | − | (0.6) | (0.6) | |
| Other comprehensive expense for the year | − | − | − | − | − | − | − | − | |
| Total comprehensive expense for the year | − | − | − | − | − | − | (0.6) | (0.6) | |
| Acquisition of own shares | 23, 25 | (1.8) | − | 1.8 | − | (7.0) | − | (83.5) | (90.5) |
| Share schemes: | |||||||||
| - Issue of treasury shares to employees | 25 | − | − | − | − | 7.4 | − | (7.4) | − |
| - Share-based payments | 24 | − | − | − | − | − | − | 5.5 | 5.5 |
| Dividends paid to shareholders | 9 | − | − | − | − | − | − | (3.7) | (3.7) |
| Balance at 30 September 2025 | 15.0 | − | 3.1 | − | (10.5) | − | 829.9 | 837.5 |
* See details of the change in presentation of Employee Benefit Trust (EBT) in note 25.
as at 30 September 2025
| Note | 2025 £m |
2024 £m |
|
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 11 | 29.5 | 32.8 |
| Intangible assets - goodwill | 12 | 1,000.4 | 1,011.7 |
| Intangible assets - other | 12 | 453.3 | 502.0 |
| Financial asset - derivative | 22 | − | 1.4 |
| Deferred tax | 14 | 0.4 | 1.4 |
| Total non-current assets | 1,483.6 | 1,549.3 | |
| Current assets | |||
| Inventories | 1.3 | 0.4 | |
| Corporation tax recoverable | 11.9 | 1.3 | |
| Trade and other receivables | 15 | 105.1 | 115.3 |
| Cash and cash equivalents | 16 | 27.6 | 39.7 |
| Finance lease receivable | 3.6 | 2.0 | |
| Total current assets | 149.5 | 158.7 | |
| Total assets | 1,633.1 | 1,708.0 | |
| Equity and liabilities | |||
| Equity | |||
| Issued share capital | 23 | 15.0 | 16.8 |
| Capital redemption reserve | 25 | 3.1 | 1.3 |
| Merger reserve | 25 | 109.0 | 109.0 |
| Treasury reserve | 25 | (10.5) | (10.9) |
| Accumulated exchange differences | 25 | (25.8) | (24.9) |
| Retained earnings | 948.0 | 970.4 | |
| Total equity | 1,038.8 | 1,061.7 | |
| Non-current liabilities | |||
| Financial liabilities - interest-bearing loans and borrowings | 18 | 304.0 | 276.2 |
| Lease liability due in more than one year | 21 | 27.7 | 29.8 |
| Corporation tax payable | 0.1 | − | |
| Deferred tax | 14 | 88.4 | 94.9 |
| Provisions | 20 | 3.3 | 4.7 |
| Contract liabilities | 27 | 10.1 | 10.3 |
| Contingent consideration | 22 | 4.6 | − |
| Financial liability - derivative | 22 | − | 1.4 |
| Total non-current liabilities | 438.2 | 417.3 | |
| Current liabilities | |||
| Financial liabilities - interest-bearing loans and borrowings | 18 | − | 20.0 |
| Trade and other payables | 17 | 92.4 | 121.7 |
| Deferred income | 27 | 56.4 | 60.2 |
| Provisions | 20 | 1.7 | − |
| Corporation tax payable | − | 6.5 | |
| Lease liability due within one year | 21 | 5.6 | 8.4 |
| Other financial liability | 19 | − | 12.2 |
| Total current liabilities | 156.1 | 229.0 | |
| Total liabilities | 594.3 | 646.3 | |
| Total equity and liabilities | 1,633.1 | 1,708.0 |
The financial statements on pages 130 to 178 were approved by the Board of Directors on 3 December 2025 and signed on its behalf by:
Richard Huntingford Sharjeel Suleman
Chair Chief Financial Officer
as at 30 September 2025
| 2025 | 2024 | ||
|---|---|---|---|
| Note | £m | £m | |
| Non-current assets | |||
| Investments in Group undertakings | 13 | 1,372.3 | 1,366.8 |
| Financial asset - derivative | 22 | − | 1.4 |
| Deferred tax | 0.2 | 0.2 | |
| Trade and other receivables* | 15 | − | 79.3 |
| Total non-current assets | 1,372.5 | 1,447.7 | |
| Current assets | |||
| Trade and other receivables* | 15 | 83.5 | − |
| Cash and cash equivalents | 16 | 0.9 | 0.2 |
| Total current assets | 84.4 | 0.2 | |
| Total assets | 1,456.9 | 1,447.9 | |
| Equity and liabilities | |||
| Equity | |||
| Issued share capital | 23 | 15.0 | 16.8 |
| Treasury share reserve* | 25 | (10.5) | (10.9) |
| Capital redemption reserve | 25 | 3.1 | 1.3 |
| Retained earnings | 829.9 | 919.6 | |
| Total equity | 837.5 | 926.8 | |
| Non-current liabilities | |||
| Financial liabilities - interest-bearing loans and borrowings | 18 | 304.0 | 276.2 |
| Trade and other payables | 17 | 49.6 | 202.1 |
| Deferred tax | 0.2 | 0.2 | |
| Financial liability - derivative | 22 | − | 1.4 |
| Total non-current liabilities | 353.8 | 479.9 | |
| Current liabilities | |||
| Financial liabilities - interest-bearing loans and borrowings | 18 | − | 20.0 |
| Trade and other payables | 17 | 265.6 | 9.0 |
| Other financial liability | 19 | − | 12.2 |
| Total current liabilities | 265.6 | 41.2 | |
| Total liabilities | 619.4 | 521.1 | |
| Total equity and liabilities | 1,456.9 | 1,447.9 |
* See details of the change in presentation of Employee Benefit Trust (EBT) in note 25.
As permitted by the exemption under Section 408 of the Companies Act 2006 no Company income statement or statement of comprehensive income is presented. The Company's loss for the year was £0.6m (2024: £23.8m loss).
The financial statements on pages 130 to 178 were approved by the Board of Directors on 3 December 2025 and signed on its behalf by:
Richard Huntingford Sharjeel Suleman
Chair Chief Financial Officer
Future plc 03757874
for the year ended 30 September 2025
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities | £m | £m |
| Cash generated from operations | 188.3 | 230.0 |
| Interest paid on bank facilities | (27.2) | (26.0) |
| Interest received | 0.6 | 1.2 |
| Interest paid on lease liabilities | (1.5) | (1.7) |
| Tax paid | (42.9) | (33.7) |
| Net cash generated from operating activities | 117.3 | 169.8 |
| Cash flows from investing activities | ||
| Purchase of property, plant and equipment | (3.3) | (2.8) |
| Additions to computer software and website development | (12.9) | (11.1) |
| Purchase of subsidiary undertakings, net of cash acquired | (3.4) | (7.9) |
| Net cash used in investing activities | (19.6) | (21.8) |
| Cash flows from financing activities | ||
| Acquisition of own shares | (102.8) | (63.1) |
| Drawdown of bank loans | 345.0 | 140.0 |
| Repayment of bank loans | (335.0) | (233.0) |
| Bank arrangement fees | (6.3) | − |
| Repayment of principal element of lease liabilities | (6.2) | (6.9) |
| Dividends paid | (3.7) | (3.9) |
| Net cash used in financing activities | (109.0) | (166.9) |
| Net decrease in cash and cash equivalents | (11.3) | (18.9) |
| Cash and cash equivalents at beginning of year | 39.7 | 60.3 |
| Effects of exchange rate changes on cash and cash equivalents | (0.8) | (1.7) |
| Cash and cash equivalents at end of year | 27.6 | 39.7 |
for the year ended 30 September 2025
The reconciliation of profit for the year to cash generated from operations is set out below:
| 2025 £m |
2024 £m |
|
|---|---|---|
| Profit for the year | 66.3 | 76.8 |
| Adjustments for: | ||
| Depreciation | 6.9 | 6.5 |
| Impairment charge on tangible and intangible assets | 15.2 | 4.7 |
| Amortisation of intangible assets | 64.4 | 77.1 |
| Share-based payments | 5.5 | 8.3 |
| Net finance costs | 30.0 | 30.5 |
| Tax charge | 25.6 | 26.4 |
| Cash generated from operations before changes in working capital and provisions | 213.9 | 230.3 |
| Increase/(decrease) in provisions | 0.3 | (2.8) |
| (Increase)/decrease in inventories | (0.9) | 0.9 |
| Decrease in trade and other receivables | 5.7 | 6.2 |
| Decrease in trade and other payables | (30.7) | (4.6) |
| Cash generated from operations | 188.3 | 230.0 |
| Group Financial liabilities |
30 September 2024 £m |
Cash flows £m |
Other non-cash changes £m |
Exchange movements £m |
30 September 2025 £m |
|---|---|---|---|---|---|
| Other financial liability | (12.2) | 12.2 | − | − | − |
| Lease liabilities | (38.2) | 6.2 | (3.9) | − | (35.9) |
| Current borrowings | (20.0) | 20.0 | − | − | − |
| Non-current borrowings | (276.2) | (23.7) | (4.1) | − | (304.0) |
| Total financial liabilities | (346.6) | 14.7 | (8.0) | − | (339.9) |
| Group | 30 September 2023 £m |
Cash flows £m |
Other non-cash changes £m |
Exchange movements £m |
30 September 2024 £m |
|---|---|---|---|---|---|
| Financial liabilities | |||||
| Other financial liability | − | − | (12.2) | − | (12.2) |
| Lease liabilities | (44.8) | 6.9 | (4.3) | 1.3 | (40.9) |
| Current borrowings | − | − | (20.0) | − | (20.0) |
| Non-current borrowings* | (387.5) | 93.0 | 16.1 | 2.2 | (276.2) |
| Total financial liabilities | (432.3) | 99.9 | (20.4) | 3.5 | (349.3) |
*Now shown net of arrangement fees of £7.7m
Annual Report and Accounts 2025 Financial Statements 137
The financial statements consolidate those of Future plc and its subsidiaries (the Group). The Consolidated Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and UK adopted IFRS. The principal accounting policies applied in the preparation of the consolidated financial statements published in this 2025 Annual Report are set out on pages 137 to 141. These policies have been applied consistently to all years presented, unless otherwise stated below. These financial statements have been prepared under the historical cost convention, except for derivative financial instruments and contingent and deferred consideration, which are measured at fair value.
Future plc (the Company) is incorporated and registered in England and Wales and is a public company limited by shares. The address of the Company's registered office and its registered address is:
Quay House, The Ambury, Bath, BA1 1UA, United Kingdom.
The Company's registered number is given on page 134.
The Company has applied Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) issued by the Financial Reporting Council (FRC). In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
The Company produces consolidated financial statements which are prepared in accordance with International Financial Reporting Standards ('IFRS'). As the consolidated financial statements of the Company include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
As permitted by s408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account or statement of comprehensive income for the year. The loss attributable to the Company is disclosed in the footnote to the Company's balance sheet.
The following standards and amendments became effective in the year:
There has been no material impact from the adoption of new standards, amendments to standards or interpretations which are relevant to the Group.
The Directors have considered the impact on the Group of new and revised accounting standards, interpretations or amendments that are effective on or after 1 October 2025 and which the Group has chosen not to adopt early. The following standards are relevant to the Group:
• IAS 21 Amendments regarding Lack of Exchangeability
The Group does not expect amendments to IAS 21 to have a material impact on results or net assets.
• IFRS 18 Presentation and Disclosure in Financial Statements
This new accounting standard is effective for the year ended 30 September 2028 and will involve a change to the structure
of the primary financial statements. This requires entities to classify income and expenses into five categories – operating, investing, financing, income tax and discontinued operations. In addition, certain "non-GAAP" measures, as disclosed in the Glossary – will now form part of the audited financial statements, and require mandatory definitions and reconciliation to GAAP measures.
The Group is presently reviewing the impact of this standard which is expected to structurally change the presentation of the income statement.
The consolidated financial statements incorporate the financial statements of Future plc ('the Company') and its subsidiary undertakings. Subsidiaries are all entities controlled by the Group. Control exists when the Group is either exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, and includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Group was in a net current liabilities position as detailed in the balance sheet, but has significant adequate cash flow to meet its obligations. The financial statements have been prepared on a going concern basis. The Group has sufficient liquidity over the full going concern period under both its base case and stress-tested forecast. Accordingly the Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements. Further detail on the stress-tested forecast over the viability period can be found in the Longer Term Viability Statement on page 52.
The Group is organised and arranged primarily by reportable segment. From 1 October 2024, the Executive Directors consider the performance of the business from a divisional perspective of B2C, Go.Compare and B2B. The revised operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Makers who are considered to be the Executive Directors of Future plc.
Revenue from contracts with customers is recognised in the income statement in line with the five-step model in IFRS 15, to reflect the pattern of transfer of goods and services to the customer. Revenue is recognised in the income statement when control passes to the customer. If the customer simultaneously receives and consumes the benefits of the contract, revenue is recognised over time. Otherwise, revenue is recognised at a point in time.
Revenue comprises the transaction price of the contract, being consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of valueadded tax, estimated returns, rebates and discounts, which includes retail promotion costs and advertising rebates, and after eliminating sales within the Group.
For print and digital magazine newstrade and subscription revenue, and digital advertising revenues and expenses, revenue is recognised as the amount paid by the end consumer, rather than the amount remitted by the agent. Related commissions paid to agents are recognised as an expense within
cost of sales.
See note 2 on page 143 for details of the Group's revenue recognition policy. The right of return is considered to be variable consideration. The probable amount of expected returns is estimated using the most-likely amount method and accounted for as a reduction in revenue.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in sterling, which is the Group's presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at balance sheet exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, with exchange differences arising on trading transactions being reported in operating profit and with those arising on financing transactions reported in net finance costs unless, as a result of cash flow hedging, they are reported in other comprehensive income.
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
The Group's financial results are principally exposed to US dollar exchange rates which are detailed in the table below:
| US dollar | 2025 | 2024 |
|---|---|---|
| Closing Rate | 1.3435 | 1.3384 |
| Average Rate | 1.3074 | 1.2652 |
The Group has a number of defined contribution plans. For defined contribution plans the Group pays contributions into a privately administered pension plan on a contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. Contributions are charged to the income statement as they are incurred.
The Group operates a number of share-based compensation plans.
The fair value of the employee services received in exchange for the grant of the awards is recognised as an expense. The total amount to be expensed over the appropriate service period is determined by reference to the fair value of the awards. The calculation of fair value includes assumptions regarding the number of cancellations and excludes the impact of any non-market vesting conditions (for example, earnings per share). Non-market vesting conditions are included in assumptions about the number of awards that are expected to vest. At each balance sheet date, the Group revises its estimates of the number of awards that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity for equity-settled awards and liabilities for cash-settled awards.
The grant by the Company of share awards to the employees of subsidiary undertakings is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the Company's financial statements.
Shares in the Company are held in trust to satisfy the exercise of awards under certain of the Group's share-based compensation plans and exceptional awards. The trust is consolidated within the Group and Company financial statements. These shares are presented in the consolidated balance sheet as a deduction from equity at the market value on the date of acquisition.
The Group recognises a liability and an expense for bonuses taking into
consideration the profit attributable to the Company's shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Property leases are recognised on the balance sheet as a right-of-use asset and corresponding lease liability at the date the leased asset is available for use. Lease liabilities are measured at the present value of payments less lease incentives receivable. Right-of-use assets are measured equal to the value of the lease liability plus restoration costs.
Lease payments are discounted using the interest rate implicit in the lease, or where not available, the incremental borrowing rate (for leases existing on transition the incremental borrowing rate). Short-term and low-value leases are recognised on a straight-line basis as an expense in the income statement.
Finance costs are charged to the income statement over the lease term, at a constant periodic rate of interest. Right-of-use assets are depreciated over the lease term on a straight-line basis. Each lease payment is allocated between the liability and finance cost.
Tax on the profit or loss for the year comprises current tax and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity in which case it is recognised in equity.
Current tax is payable based on taxable profits for the year, using tax rates that have been enacted or substantively enacted at the balance sheet date, along with any adjustment relating to tax payable in previous years. Management periodically evaluates items detailed in tax returns where the tax treatment is subject to interpretation. Taxable profit differs from net profit in the income statement in that income or expense items that are taxable or deductible in other years are excluded – as are items that are never taxable or deductible. Current tax assets relate to payments on account not offset against current tax liabilities.
Deferred tax is provided for in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled in the appropriate territory.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Certain deferred tax assets and liabilities are offset against each other where they relate to the same jurisdiction and there is a legally enforceable right to offset.
Uncertain tax positions are provided for under IAS 12, with due consideration for the interpretive guidance in IFRIC 23. Each uncertain tax treatment is considered either separately or together with other uncertain positions in the same jurisdiction, depending on which approach better predicts the resolution of the uncertainty.
The effect of the uncertainty is measured with reference to the expected value, i.e. the sum of the probability-weighted amounts in a range of possible outcomes. The expected value better predicts the resolution of the uncertainty where there is a range of possible outcomes.
In business combinations, deferred tax is calculated at the date of acquisition. Where the fair value (and therefore the acquisition accounting value) of assets acquired is different from its tax base, a deferred tax asset or liability is recognised on the temporary difference. The tax base is dependent on the expected tax deductions available in the applicable jurisdiction over the life of the asset.
All dividend distributions to the Company's shareholders are recognised as a liability in the financial statements in the period in which they are approved.
Property, plant and equipment is stated at cost (or deemed cost) less accumulated depreciation and impairment losses. Cost
includes the original purchase price of the asset and amounts attributable to bringing the asset to its working condition for its intended use.
Depreciation is calculated using the straightline method to allocate the cost of property, plant and equipment less residual value over estimated useful lives, as follows:
• Land and buildings
fifty years or shorter if deemed appropriate.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the income statement.
Goodwill represents the difference between the cost of the acquisition and the fair value of net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to appropriate groups of cash generating units (those expected to benefit from the business combination) and it is not subject to amortisation but is tested annually for impairment.
These intangible assets have a finite useful life and are stated at cost less accumulated amortisation. Assets acquired as part of a business combination are initially stated at fair value. Amortisation is calculated using the straight-line method to allocate the cost of these intangibles over their estimated useful lives (typically between three and twenty years).
Expenditure incurred on the launch of new magazine titles is recognised as an expense in the income statement as incurred.
Non-integral computer software purchases are stated at cost less accumulated
amortisation. Costs incurred in the development of new websites are capitalised only where the cost can be directly attributed to developing the website to operate in the manner intended by management and only to the extent of the future economic benefits expected from its use. These costs are amortised on a straight-line basis over their estimated useful lives (typically two years). Costs associated with maintaining computer software or websites are recognised as an expense as incurred.
A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Goodwill is not amortised but tested for impairment at least once a year or more frequently when there is an indication that it may be impaired. Therefore, the evolution of general economic and financial trends as well as actual economic performance compared to market expectations represent external indicators that are analysed by the Group, together with internal performance indicators, in order to assess whether an impairment test should be performed more than once a year.
IAS 36 Impairment of Assets requires these tests to be performed at the level of each CGU or group of CGUs likely to benefit from acquisition-related synergies, within an operating segment.
Any impairment of goodwill is recorded in the income statement as a deduction from operating profit and is never reversed subsequently.
Other intangible assets with a finite life are amortised and are tested for impairment only where there is an indication that an impairment may have occurred.
To determine whether an impairment loss should be recognised, the carrying value of the assets and liabilities of the CGUs or groups of CGUs is compared to their recoverable amount.
Carrying values of CGUs and groups of CGUs tested include goodwill and assets with finite useful lives (property, plant and equipment and intangible assets).
The recoverable amount of a CGU is the higher of its fair value, less costs to sell and its value in use. Fair value less costs to sell is the best estimate of the amount obtainable from the sale of an asset in an arm's length
transaction between knowledgeable, willing parties, less the costs of disposal. This estimate is determined, on the balance sheet date, on the basis of the discounted present value of expected future cash flows plus a terminal value and reflects general market sentiment and conditions.
Value in use is the present value of the future cash flows expected to be derived from the CGUs or group of CGUs. Cash flow projections are based on economic assumptions and forecast trading conditions drawn up by the Group's management, as follows:
If goodwill has been allocated to a CGU and an operation within that CGU is disposed of, the goodwill associated with that operation is included in the carrying amount of the operation in determining the profit or loss on disposal. The goodwill allocated to the disposal is measured on the basis of the relative profitability of the operation disposed of and the operations retained.
Trade receivables are initially recognised at their transaction price. Other receivables are initially recognised at fair value and both are subsequently measured at amortised cost using the effective interest method, less a loss allowance.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. Expected loss rates, calculated based on historical credit losses, are applied to trade receivables grouped based on days past due. Excpeted credit loss rates are calculated on a historic basis, as current understanding of customer behaviour and macro-economic trends provide comfort that historic activity is representative of the current portfolio behaviours.
Cash and cash equivalents include cash in hand and deposits held on call with banks. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities where the Group does not have the right at the end of the reporting period to defer settlement of the liability for at least 12 months after the reporting period.
The Group uses interest rate swaps to hedge its exposure to interest rate risk arising from operational activities. Further details are disclosed in note 22.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless the Group has both a legally enforceable right and intention to offset. The impact of any master netting agreements on the Group's financial position is disclosed in note 22. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and as a current asset or liability, if the maturity of the hedged item is less than 12 months. Settlements on derivatives are presented within interest paid in the consolidated cash flow statement.
The Group does not hold or issue derivative contracts for trading purposes. The Group has a policy not to, and does not, undertake any speculative activity in these instruments.
The Group designates certain derivatives as hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecasted transactions (cash flow hedges).
At the inception of the hedge relationship, the Group formally documents the economic relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking the hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group monitors
whether the hedging instrument is effective in offsetting changes in cash flows of the hedged item.
The Group accounts for certain derivatives as cash flow hedges. The effective portion of the change in fair value of the hedging instrument is recorded in other comprehensive income and accumulated in the cash flow hedging reserve, while the ineffective portion is recognised immediately in the consolidated income statement. Gains and losses on cash flow hedges accumulated in other comprehensive income/(loss) are reclassified to the consolidated income statement in the same year the hedged item affects the consolidated income statement.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria. This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated in cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to profit or loss.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is more likely than not that an outflow of resources will be required to settle the obligation.
Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.
The Company's investments in subsidiary undertakings are stated at the fair value of consideration payable, including related acquisition costs, less any provisions for impairment.
The Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its size, is significant and/or is not related to the core trading of the Group. This is to assist the user of the financial statements to understand the results of the core underlying operations of the Group. Details of exceptional items are shown in note 5.
The preparation of the financial statements under IFRS requires the use of certain critical accounting assumptions and requires management to exercise its judgement and to make estimates in the process of applying the Group's accounting policies.
The areas where the Board has made critical judgements in applying the Group's accounting policies (apart from those involving estimations which are dealt with separately below) are:
Judgement is applied in determining exceptional items credited or incurred in the year. The Group defines an item as exceptional where its nature, size or materiality is not related to the core trading of the Group so as to assist the user of the financial statements to understand the results of the core underlying operations of the Group.
Exceptional items in the year include impairment of goodwill and acquired intangible assets, onerous property costs and restructuring costs. See note 5 for further details.
Management confirms that there are no key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
The Directors have assessed that there is currently no material impact arising from climate change on the judgements and estimates determining the valuations within the financial statements.
The Group is organised and arranged primarily by reportable segment. From 1 October 2024, the Executive Directors consider the performance of the business from a divisional perspective of B2C, Go.Compare and B2B. Historically, the performance of the business was considered on a geographic basis. The comparative figures have been restated to reflect the new divisional segments. The Group also uses a sub-segment split of Media (websites and events) and Magazines for further analysis. The Group considers that the assets within each division are exposed to the same risks.
| Sub-segment | 2025 | Sub-segment | Restated 2024 |
|||
|---|---|---|---|---|---|---|
| Segment | Media £m |
Magazines £m |
Total £m |
Media £m |
Magazines £m |
Total £m |
| B2C | 246.2 | 247.2 | 493.4 | 267.4 | 255.7 | 523.1 |
| Go.Compare | 191.8 | − | 191.8 | 202.7 | − | 202.7 |
| B2B | 50.3 | 3.7 | 54.0 | 58.4 | 4.0 | 62.4 |
| Total | 488.3 | 250.9 | 739.2 | 528.5 | 259.7 | 788.2 |
Transactions between segments are carried out at arm's length.
No end-customer, or other single customer or group of customers under common control contributed 10% or more to the Group's revenue in either the current or prior year.
Adjusted EBITDA is used by Executive Directors to assess the performance of each segment.
| Segment | 2025 £m |
Restated 2024 £m |
|---|---|---|
| B2C | 128.5 | 138.4 |
| Go.Compare | 80.4 | 84.0 |
| B2B | 14.5 | 16.7 |
| Total | 223.4 | 239.1 |
Adjusted operating profit is used by the Executive Directors to assess the performance of each segment. Operating profit for the Media and Magazines sub-segments is not reported internally, as overheads are not fully allocated on this basis. The table below shows the adjusted operating profit for the segments:
| Segment | 2025 £m |
Restated 2024 £m |
|---|---|---|
| B2C | 113.3 | 123.8 |
| Go.Compare | 77.6 | 81.6 |
| B2B | 14.5 | 16.8 |
| Total | 205.4 | 222.2 |
| 2025 £m |
2024 £m |
|
|---|---|---|
| UK | 947.8 | 961.9 |
| US | 535.8 | 587.4 |
| Total | 1,483.6 | 1,549.3 |
The Australian business is considered to be part of the UK operations and is not reported separately due to its size.
The Group applies IFRS 15 Revenue from contracts with customers. See note 1 for disaggregation of revenue by sub-segment.
Revenue is recognised in the income statement when control passes to the customer. If the customer simultaneously receives and consumes the benefits of the contract, revenue is recognised over time. Otherwise, revenue is recognised at a point in time. The table below provides detail for each revenue stream:
| Revenue stream |
Nature, timing and satisfaction of performance obligations |
Revenue recognition |
|---|---|---|
| Online advertising revenue |
The Group operates a number of websites with advertising space on their webpages which are sold via first party and programmatic/third party routes. Customers can purchase by time and number of impressions. |
Revenue is recognised at the point the advert is presented to the consumer or over the period during which the advertisements are served. |
| For impressions, the performance obligation is the presentation of the advert to the customer. For time-based adverts, the performance obligation is the provision of an advert over a period of time to be seen by the customer. |
The Group has assessed that for first party online advertising they are acting as the principal under IFRS 15 as the Group is responsible for the fulfillment of the advert on behalf of the customer. |
|
| eCommerce revenue |
The Group earns commission when purchases are made directly from third parties by consumers clicking through to these products through links on the Group's websites. The facilitation of each product sale reflects a separate performance obligation. |
Revenues related to these commissions are recognised at the time of the related product sale, less an estimate to reflect the likelihood of product returns to the retailer based on historic return rates. |
| Print and digital |
Subscriptions of magazines are sold online, with subscribers sent a digital or print version of the magazine every month (or multiple versions in a 'double issue month'). |
For digital magazines cash collected in advance is deferred, with revenue recognised uniformly over the term of the subscription. |
| magazine subscriptions |
Cash is received in advance (e.g. annually, quarterly or monthly via various payment methods). |
For print magazines cash collected in advance is deferred, with revenue recognised at a point in time when the relevant publication being subscribed to goes on sale. |
| For print subscriptions each magazine delivered represents a distinct performance obligation, whereas for digital magazines providing access to the digital content represents a distinct performance obligation. |
The Group has assessed that, as they are responsible for the fulfillment of the magazines in both print and digital form, they act as a principal under IFRS 15 for the magazine subscription revenue stream. |
|
| Magazine newsstand |
Single issues of magazines are sold in stores and online. | Revenue is recognised at a point in time on the date that the related publication goes on sale based on the estimate of sales net of returns. |
| circulation and advertising revenue |
The provision of each issue is a separate performance obligation, which is satisfied when the issue goes on sale. |
The Group has assessed its obligations under the principal vs agent requirements of IFRS 15. The Group has assessed it has the obligation to fulfil the customer contracts for advertising within the print magazines and therefore this revenue stream is treated as that of a principal. Magazine newstand circulation is split into two components. For magazines printed and distributed by the Group, the Group has assessed that it acts as a principal in fulfilling these sales. For third party magazines distributed via the Groups distribution network, the Group acts as an agent. |
| Event income | The Group holds a number of events throughout the year, held physically and virtually. Revenue arises from the following: |
Cash collected in advance is deferred, with revenue recognised at a point in time when the event takes place. |
| - Stand/table space; sponsorship; ticket sales; and marketing packages. | ||
| - Cash is collected in advance of the event. Each event is a separate performance obligation, being satisfied when the event has taken place. |
||
| Licensing revenue |
Licence fees are charged for the use of the Group's brands and content. | Revenue is recognised on the supply of the licensed content, based on usage. |
| Performance obligations are satisfied over time (for example magazine content provided each month) and at a point in time (historic content is provided up-front). |
||
| Publisher | The Martketforce brand is a distributor for magazines. | Revenue is recognised at a point in time on the date that the related |
| services revenue |
Performance obligations are satisfied at a point in time, when the issues go on sale. |
publication goes on sale based on the estimate of sales net of returns. |
| Price comparison |
Revenue from price comparison services represents amounts receivable for insurance, utilities and other product introductions, including click through fees. |
Upon the completion of a sale, revenue is measured at the fair value of the consideration received or receivable, net of an estimate of cancellations. |
| Performance obligations are satisfied at a point in time, being the point at which a policy is sold, a consumer signs up to a new tariff, or in limited cases when a customer clicks through to a partner website. |
||
| Rewards | Revenue is generated through commission arrangements, primarily based on a fixed percentage of spend. Performance obligations are satisfied at a point in time, when an online voucher transaction is approved by the merchant. |
Upon usage of a voucher and approval by the merchant, revenue is measured net of an estimate for cancellations. |
The table below disaggregates revenue according to the timing of satisfaction of performance obligations:
| 2025 £m |
2024 £m |
|||||
|---|---|---|---|---|---|---|
| Over time |
Point in time |
Total revenue |
Over time |
Point in time |
Total revenue |
|
| Total revenue | 8.1 | 731.1 | 739.2 | 15.1 | 773.1 | 788.2 |
The table below disaggregates revenue according to segment with a breakdown of revenue by type within each segment.
| 2025 £m |
Restated 2024 £m |
|
|---|---|---|
| B2C | ||
| Digital advertising | 141.4 | 154.8 |
| eCommerce affiliates | 76.7 | 83.9 |
| Other Media | 28.1 | 28.7 |
| Media | 246.2 | 267.4 |
| Subscriptions | 122.2 | 129.0 |
| Other Magazines | 125.0 | 126.7 |
| Magazines | 247.2 | 255.7 |
| Total B2C | 493.4 | 523.1 |
| Go.Compare | ||
| Car insurance | 117.6 | 130.1 |
| Non-car insurance | 74.2 | 72.6 |
| Total Go.Compare | 191.8 | 202.7 |
| B2B | ||
| Digital advertising (Newsletters) | 32.0 | 36.3 |
| Affiliates & Other Media, Magazines | 22.0 | 26.1 |
| Total B2B | 54.0 | 62.4 |
| Total Revenue | 739.2 | 788.2 |
| 2025 £m |
2024 £m |
|
|---|---|---|
| UK | 470.5 | 504.0 |
| US | 268.7 | 284.2 |
| Total | 739.2 | 788.2 |
The Australian business is considered to be part of the UK operations and is not reported separately due to its size.
During the year ended 30 September 2025, £60.2m of deferred income recorded at 30 September 2024 (2024: £58.5m) was recognised in revenue.
Operating profit is stated after charging:
| Note | 2025 £m |
2024 £m |
|
|---|---|---|---|
| Cost of sales | (410.2) | (433.8) | |
| Distribution expenses | (36.2) | (37.8) | |
| Share-based payments (including social security costs) | 24 | (5.5) | (8.9) |
| Exceptional items | 5 | (17.5) | (7.0) |
| Depreciation | 11 | (6.9) | (6.5) |
| Amortisation | 12 | (64.4) | (77.1) |
| Other administration expenses ¹ | (80.7) | (83.4) | |
| RDEC income | 4.1 | − | |
| Operating expenses | (617.3) | (654.5) |
1 Other administration expenses includes the expected credit loss credit of £0.5m (FY 2024: charge of £6.5m).
Other administration expenses include transaction and integration related costs of £7.2m (2024: £5.9m). Details of these costs are provided in the Glossary section on page 175.
The Group has recognised a credit under the Research and Development Expenditure Credit (RDEC) scheme for qualifying R&D expenditure in the year presented in other income of £4.1m.
Foreign exchange gain recognised through the income statement of £0.4m (2024: loss of £0.5m) was recognised through other administration expenses.
| 2025 £m |
2024 £m |
|
|---|---|---|
| Audit fees in respect of the audit of the financial statements of the Company and the consolidated financial statements |
0.9 | 0.9 |
| Audit and other assurance services¹ | 0.2 | 0.1 |
| Total charge | 1.1 | 1.0 |
1 Audit and other assurance services relate to the interim review, bond issuance and covenant compliance.
| 2025 £m |
2024 £m |
|
|---|---|---|
| Impairment | 15.2 | 4.5 |
| Onerous properties | (0.4) | 1.7 |
| Restructuring | 2.7 | 0.8 |
| Total charge | 17.5 | 7.0 |
The Group performed a strategic optimisation review and identified Mozo Pty Ltd, an Australian price comparison subsidiary acquired in 2021, having been impacted by macroeconomic challenges, and being sub-scale in its market, was no longer contributing to the overall strategy of the Group. An impairment charge related to goodwill and acquired intangible assets of £15.2m is recognised in exceptional costs. Mozo formed part of the B2C cash generating unit.
Exceptional items also include a £0.4m credit relating to properties which became onerous and were treated as exceptional in prior years and a £2.7m charge relating to redundancy costs in line with our ongoing group wide programme to create an efficient and sustainable operating model.
For the tax and cash flow impact of exceptional items see pages 175 and 176 in the Glossary section.
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|
|---|---|---|---|---|
| Wages and salaries | 177.6 | 0.9 | 179.2 | 0.9 |
| Social security costs | 19.1 | − | 16.8 | − |
| Other pension costs | 5.7 | − | 5.4 | − |
| Share schemes: | ||||
| Value of employees' services¹ | 5.5 | − | 8.3 | − |
| Employer's social security costs on share options | − | − | 0.9 | − |
| Total employee costs | 207.9 | 0.9 | 210.6 | 0.9 |
1 In the current year, £5.5m relates to equity-settled share-based payments (2024: £8.3m).
| Key management personnel compensation | Group 2025 £m |
Group 2024 £m |
|---|---|---|
| Salaries and other short-term employee benefits | 1.7 | 0.9 |
| Post employment benefits | 0.1 | 0.1 |
| Share schemes: | ||
| - Value of employees' services | 0.8 | (0.4) |
| - Employer's social security costs on share options | − | − |
| Total employee costs | 2.6 | 0.6 |
Key management personnel are deemed to be the members of the Board of Future plc. It is this Board which has responsibility for planning, directing and controlling the activities of the Group.
Jon Steinberg, Kevin Li-Ying and Sharjeel Suleman (2024: Jon Steinberg, Penny Ladkin-Brand and Sharjeel Suleman) were paid by Future Publishing Limited, a subsidiary company, for their services. In 2025 the Company recognised salaries recharged by Future Publishing Limited in respect of Kevin Li Ying, £0.2m (2024: £nil), Jon Steinberg, £0.4m (2024: £0.7m), and Sharjeel Suleman, £0.3m (2024: £nil). In FY 2024, an additional £0.2m was recharged in respect of Penny Ladkin-Brand.
Further details on the Directors' remuneration and interests are given in the Directors' remuneration report on pages 96 to 111. The highest paid Director during the year was Sharjeel Suleman (2024: Jon Steinberg) and details of his remuneration are shown on page 103.
| Average monthly number of people (including Directors) | Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|---|---|---|---|---|
| Production | 2,455 | − | 2,429 | − |
| Administration | 592 | 9 | 543 | 9 |
| Total | 3,047 | 9 | 2,972 | 9 |
At 30 September 2025, the actual number of people employed by the Group was 2,991 (2024: 2,998). In respect of our reportable segments 2,525 (2024: 2,557) were in B2C, 200 in Go.Compare (2024: 161) and 266 in B2B (2024: 280).
| 2025 £m |
2024 £m |
|
|---|---|---|
| Interest payable on interest-bearing loans and borrowings | (24.7) | (25.9) |
| Amortisation of bank loan arrangement fees | (4.1) | (3.9) |
| Interest payable on lease liabilities | (1.6) | (1.8) |
| Unwind of discount on contingent consideration | (0.3) | (0.2) |
| Total finance costs | (30.7) | (31.8) |
| Interest receivable from cash held on deposit | 0.6 | 1.2 |
| Interest receivable on lease receivables | 0.1 | 0.1 |
| Total finance income | 0.7 | 1.3 |
| Net finance costs | (30.0) | (30.5) |
For further information in respect of the Group's debt facilities and changes during the year see note 18.
The tax charged in the consolidated income statement is analysed below:
| 2025 £m |
2024 £m |
|
|---|---|---|
| Corporation tax | ||
| Current tax on the profit for the year | 34.4 | 45.8 |
| Adjustments in respect of previous years | (1.9) | (7.9) |
| Current tax charge | 32.5 | 37.9 |
| Deferred tax origination and reversal of temporary differences | ||
| Current year gain | (8.5) | (20.9) |
| Adjustments in respect of previous years | 1.6 | 9.4 |
| Deferred tax credit | (6.9) | (11.5) |
| Total tax charge | 25.6 | 26.4 |
The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are explained below:
| 2025 £m |
2024 £m |
||
|---|---|---|---|
| Profit before tax | 91.9 | 103.2 | |
| Profit before tax at the standard UK tax rate of 25% | 23.1 | 25.8 | |
| Expenses not deductible for tax purposes | 0.9 | 0.1 | |
| Provision for uncertain tax positions | (0.5) | (3.9) | |
| Other permanent differences | (1.1) | − | |
| Non-deductible amortisation | 3.1 | 1.7 | |
| Share-based payments | 0.4 | 0.1 | |
| Effect of different rates of subsidiaries operating in other jurisdictions | 0.2 | 1.1 | |
| Adjustments in respect of previous years | (0.5) | 1.5 | |
| Total tax charge | 25.6 | 26.4 |
A reconciliation between the statutory and adjusted tax charge is provided in the Glossary section on page 175.
The Directors have assessed the Group's uncertain tax positions and have recorded a provision of £0.9m (2024: £1.4m). The provision for uncertain tax positions has been recognised under IAS 12, taking into account the guidance published in IFRIC 23. Further information is given in the accounting policies section on page 139. The adjusted tax charge takes into account amortisation of acquired intangible assets.
The IASB amends the scope of IAS 12 to clarify that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in those rules.
The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.
The Group has considered the expected impact of the global minimum tax rules on the FY 2025 tax position using FY 2023 and FY 2024 financial information and concludes that the income inclusion rule is expected to apply. The application of the transitional safe harbour is anticipated in all operational jurisdictions.
| Equity dividends | 2025 £m |
2024 £m |
|---|---|---|
| Number of shares in issue at end of period (million) | 100.0 | 112.1 |
| Dividends paid in year (pence per share) | 3.4 | 3.4 |
| Dividends paid in year (£m) | 3.7 | 3.9 |
Final dividends are recognised in the period in which they are approved.
On 3 December 2025 the Board proposed a dividend of 17.0p per share, totalling an estimated £16.2m, in respect of the year ended 30 September 2025, which subject to shareholder consent at the AGM, will be paid on 11 February 2026 to shareholders on the register at close of business on 15 January 2026.
A dividend of 3.4p per share totalling £3.7m in respect of the year ended 30 September 2024 was paid on 11 February 2025.
| Earnings per ordinary share | 2025 | 2024 |
|---|---|---|
| Profit attributable to owners of the parent (£m) | 66.3 | 76.8 |
| Weighted average number of shares in issue during the year | 105,792,764 | 114,355,263 |
| Dilution (number of shares) | 953,085 | 696,450 |
| Diluted weighted average number of shares in issue during the year | 106,745,849 | 115,051,713 |
| Basic earnings per share (p) | 62.7 | 67.2 |
| Diluted earnings per share (p) | 62.1 | 66.8 |
Basic earnings per share are calculated using the weighted average number of ordinary shares in issue during the year. Diluted earnings per share have been calculated by taking into account the dilutive effect of shares that would be issued on conversion into ordinary shares of awards held under employee share schemes.
A reconciliation between earnings per share and adjusted earnings per share is shown in the Glossary on page 178.
| Land and buildings £m |
Plant and machinery £m |
Equipment, fixtures and fittings £m |
Right-of-use lease assets £m |
Total £m |
|
|---|---|---|---|---|---|
| Cost | |||||
| At 30 September 2023 | 6.4 | 14.1 | 2.7 | 65.2 | 88.4 |
| Additions | 0.8 | 1.9 | 0.1 | 2.9 | 5.7 |
| Disposals | − | − | − | (0.6) | (0.6) |
| Exchange adjustments | (0.2) | (0.2) | (0.1) | (2.0) | (2.5) |
| At 30 September 2024 | 7.0 | 15.8 | 2.7 | 65.5 | 91.0 |
| Additions | 1.1 | 2.2 | − | 0.3 | 3.6 |
| Exchange adjustments | − | − | − | (0.1) | (0.1) |
| At 30 September 2025 | 8.1 | 18.0 | 2.7 | 65.7 | 94.5 |
| Accumulated depreciation | |||||
| At 30 September 2023 | (4.8) | (11.5) | (2.3) | (35.4) | (54.0) |
| Charge for the year | (0.2) | (2.3) | (0.1) | (3.9) | (6.5) |
| Disposals | − | − | − | 0.5 | 0.5 |
| Impairment | − | − | − | (0.2) | (0.2) |
| Exchange adjustments | 0.1 | 0.2 | − | 1.7 | 2.0 |
| At 30 September 2024 | (4.9) | (13.6) | (2.4) | (37.3) | (58.2) |
| Charge for the year | (0.7) | (1.6) | (0.3) | (4.3) | (6.9) |
| Exchange adjustments | − | − | − | 0.1 | 0.1 |
| At 30 September 2025 | (5.6) | (15.2) | (2.7) | (41.5) | (65.0) |
| Net book value at 30 September 2025 | 2.5 | 2.8 | − | 24.2 | 29.5 |
| Net book value at 30 September 2024 | 2.1 | 2.2 | 0.3 | 28.2 | 32.8 |
| Net book value at 30 September 2023 | 1.6 | 2.6 | 0.4 | 29.8 | 34.4 |
Right-of-use assets relate to property leases. Depreciation is included within administration expenses in the consolidated income statement.
| Goodwill £m |
Publishing rights £m |
Brands £m |
Customer relationships £m |
Subscribers £m |
Advertiser relationships £m |
Other acquired intangibles £m |
Non-acquired intangibles £m |
Total £m |
|
|---|---|---|---|---|---|---|---|---|---|
| Cost | |||||||||
| At 30 September 2023 | 1,320.3 | 90.6 | 497.2 | 63.5 | 81.6 | 21.1 | 44.0 | 67.2 | 2,185.5 |
| Other additions | − | − | − | − | − | − | − | 11.1 | 11.1 |
| Exchange adjustments | (45.7) | (0.2) | (13.0) | (1.5) | (4.2) | (1.6) | (1.2) | (1.1) | (68.5) |
| At 30 September 2024 | 1,274.6 | 90.4 | 484.2 | 62.0 | 77.4 | 19.5 | 42.8 | 77.2 | 2,128.1 |
| Additions through business combinations | 2.8 | − | − | − | − | − | 6.5 | − | 9.3 |
| Other additions | − | − | − | − | − | − | − | 12.9 | 12.9 |
| Disposals | − | (0.1) | − | − | − | − | − | − | (0.1) |
| Exchange adjustments | (1.8) | − | (0.7) | (0.3) | (0.3) | (0.1) | (0.2) | (0.3) | (3.7) |
| At 30 September 2025 | 1,275.6 | 90.3 | 483.5 | 61.7 | 77.1 | 19.4 | 49.1 | 89.8 | 2,146.5 |
| Accumulated amortisation and impairment | |||||||||
| At 30 September 2023 | (266.7) | (36.1) | (88.8) | (30.6) | (25.6) | (4.5) | (36.2) | (57.6) | (546.1) |
| Charge for the year | − | (5.9) | (32.3) | (13.4) | (9.3) | (1.6) | (4.2) | (10.4) | (77.1) |
| Impairment | − | (0.5) | (4.0) | − | − | − | − | − | (4.5) |
| Exchange adjustments | 3.8 | 0.3 | 3.9 | 1.0 | 1.8 | 0.3 | 1.0 | 1.2 | 13.3 |
| At 30 September 2024 | (262.9) | (42.2) | (121.2) | (43.0) | (33.1) | (5.8) | (39.4) | (66.8) | (614.4) |
| Charge for the year | − | (5.8) | (26.2) | (4.8) | (9.3) | (1.5) | (5.7) | (11.1) | (64.4) |
| Impairment | (12.4) | − | (1.6) | − | − | − | (1.2) | − | (15.2) |
| Disposals | − | 0.1 | − | − | − | − | − | − | 0.1 |
| Exchange adjustments | 0.1 | − | 0.4 | − | 0.2 | − | 0.2 | 0.2 | 1.1 |
| At 30 September 2025 | (275.2) | (47.9) | (148.6) | (47.8) | (42.2) | (7.3) | (46.1) | (77.7) | (692.8) |
| Net book value at 30 September 2025 | 1,000.4 | 42.4 | 334.9 | 13.9 | 34.9 | 12.1 | 3.0 | 12.1 | 1,453.7 |
| Net book value at 30 September 2024 | 1,011.7 | 48.2 | 363.0 | 19.0 | 44.3 | 13.7 | 3.4 | 10.4 | 1,513.7 |
| Net book value at 30 September 2023 | 1,053.6 | 54.5 | 408.4 | 32.9 | 56.0 | 16.6 | 7.8 | 9.6 | 1,639.4 |
| Useful economic lives | 5-15 years |
3-20 years |
8-10 years |
7-11 years |
9-15 years |
3-10 years |
2 years |
Acquired intangibles are amortised over their estimated economic lives, typically ranging between three and twenty years. See accounting policy on page 139 for further details. The other acquired intangibles category in the table above includes assets relating to customer lists, content and websites.
Included within the summary of acquired intangible assets above are the following individually material assets:
<-- PDF CHUNK SEPARATOR -->
Additions through business combinations totalling £9.3m in the current year related to the acquisition of RNWL Ltd (£8.7m), an insurance digital wallet that allows users to consolidate their insurance policies in one place, and Kwizly, (£0.6m) an audience engagement tool provider. Refer to note 31 for further details on acquisitions.
Any residual amount arising as a result of the purchase consideration being in excess of the value of acquired assets is recorded as goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing at least annually or more frequently on the occurrence of some triggering event. Goodwill is recorded and tested for impairment on a territory by territory basis. Non-acquired intangibles relate to capitalised software costs and website development costs which are internally generated.
The Group performed its impairment testing as of 31 July 2025 and concluded no reasonably possible change in assumptions would result in an impairment.
Subsequently to 31 July 2025, the Group performed a strategic optimisation review and identified Mozo Pty Ltd, an Australian price comparison subsidiary acquired in 2021, having been impacted by macroeconomic challenges, and being sub-scale in its market, was not contributing to the overall strategy of the Group. As a result, the Group determined that there was evidence of possible impairment and an additional impairment test was performed. An impairment charge of £15.2m, comprised of £12.4m goodwill and £2.8m intangibles, was recognised. Mozo formed part of the B2C CGU.
Further assessment was made to identify any additional indicators of impairment during the remaining two months of the year to 30 September 2025, with no further indicators identified. Amortisation is included within net operating expenses in the consolidated income statement.
The Group conducted an impairment review of its intangible assets, aside from Mozo as mentioned above, no further impairment is required at 30 September 2025.
A goodwill impairment review for the group CGUs was conducted on 31 July 2025. The assumptions used in this review were based on information available as of that date.
The net book value of goodwill at 30 September 2025 consists of £570.3m (31 July 2024: £612.2m) relating to B2C, £65.7m (31 July 2024: £69.6m) relating to the B2B and £364.4m (31 July 2024: £361.2m) relating to GoCo. The basis for calculating recoverable amounts is described in the accounting policies on page 139.
Trends in the economic and financial environment, competition and regulatory authorities' decisions, or changes in competitor behaviour in response to the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in the political, economic or legal systems of some countries.
From 1 October 2024, the Executive Directors consider the performance of the business from a divisional perspective of B2C, Go.Compare and B2B. Subsquently, as detailed in the accounting policies on page 140, the divisional sectors, B2C, Go.Compare and B2B, are considered to be the smallest group of cash generating units ('CGU') which independently generate cashflows and at which goodwill is monitored. Impairment testing has therefore been performed at this level as goodwill cannot be monitored at a lower level than that allowed by operating segments.
Adjusted EBITDA has been used in the value in use calculation as it best reflects the cash profits generated by the CGUs. Adjustment has been made for other items, such as lease expenses, which are not included within EBITDA following the adoption of IFRS 16 in prior years. A reconciliation between adjusted EBITDA and adjusted operating profit has been included in the Glossary on page 175.
Other assumptions that influence estimated recoverable amounts are set out below:
| 2025 | B2C | Go.Compare | B2B |
|---|---|---|---|
| Basis of recoverable amount Source used | Value in use Three-year plans Discounted cash flow |
Value in use Three-year plans Discounted cash flow |
Value in use Three-year plans Discounted cash flow |
| Growth rate to perpetuity | 1.0% | 2.0% | 2.0% |
| Adjusted EBITDA margins | 22.0% to 22.9% | 37.0% to 39.6% | 25.3% to 28.3% |
| Post-tax discount rate | 10.0% | 10.7% | 10.4% |
| Pre-tax discount rate | 13.5% | 13.3% | 13.9% |
| 2024 | B2C | Go.Compare | B2B |
|---|---|---|---|
| Basis of recoverable amount Source used | Value in use Three-year plans Discounted cash flow |
Value in use Three-year plans Discounted cash flow |
Value in use Three-year plans Discounted cash flow |
| Growth rate to perpetuity | 1.9% | 1.7% | 2.0% |
| Adjusted EBITDA margins | 25.6% to 26.4% | 38.8% to 40.4% | 32.6% to 38.4% |
| Post-tax discount rate | 10.1% | 9.7% | 10.0% |
| Pre-tax discount rate | 14.0% | 12.9% | 13.9% |
Management has determined the values assigned to each of the above key assumptions as follows:
| Assumption | Approach used to determining values |
|---|---|
| Growth rate to perpetuity | This is the growth rate used to extrapolate cash flows beyond the period of the three-year plan to five years. The rates are consistent with forecast GDP growth for the relevant jurisdictions and are supported by the Group's long term average annual growth rate. |
| Adjusted EBITDA margins assumed |
Adjusted EBITDA margin is based on budgeted and forecast margins from the Group's three-year plan (based on past performance and management's expectations for the future), adjusted to include intra-group management and licence charges. |
| Post-tax discount rate | Reflects risks relevant to each CGU and the country in which they operate. |
| Pre-tax discount rate | The post-tax discount rate adjusted for the impact of tax. |
| Company | 2025 £m |
2024 £m |
|---|---|---|
| Shares in Group undertakings | ||
| At 1 October | 1,366.8 | 1,311.1 |
| Additions | 5.5 | 55.7 |
| At 30 September | 1,372.3 | 1,366.8 |
Prior additions of £47.4m were attributable to capitalisation of amounts owed to the Company by other Group companies. In 2025, additions of £5.5m (2024: £8.3m) were wholly attributable to the fair value of share-based compensation awards granted to employees of subsidiary undertakings of Future Holdings 2002 Limited.
The Directors believe that the carrying values of the investments are supported by their underlying assets. An impairment assessment has been undertaken, with no impairment of investments required.
The following are the major deferred tax assets and liabilities recognised by the Group, and the movements thereon, during the current and prior years.
| Intangible assets £m |
Share-based payments £m |
Temporary differences £m |
Depreciation vs tax allowances £m |
Tax losses £m |
Total £m |
|
|---|---|---|---|---|---|---|
| At 30 September 2023 | (128.3) | 1.7 | 14.2 | 4.7 | 0.5 | (107.2) |
| Acquisitions | (0.2) | − | − | (0.1) | − | (0.3) |
| Credited/(charged) to income statement | 9.3 | 1.4 | 1.5 | (0.2) | (0.5) | 11.5 |
| Credited to equity | − | 0.1 | 1.5 | − | − | 1.6 |
| Exchange adjustment | 2.5 | − | (1.5) | (0.1) | − | 0.9 |
| At 30 September 2024 | (116.7) | 3.2 | 15.7 | 4.3 | − | (93.5) |
| Acquisitions | (1.6) | − | (0.2) | 0.1 | − | (1.7) |
| Credited/(charged) to income statement | 13.8 | (0.2) | (5.3) | (1.4) | − | 6.9 |
| Credited/(charged) to equity | − | (0.5) | 0.6 | − | − | 0.1 |
| Exchange adjustment | 0.3 | (0.1) | − | − | − | 0.2 |
| At 30 September 2025 | (104.2) | 2.4 | 10.8 | 3.0 | − | (88.0) |
The Australian jurisdiction had a deferred tax asset position of £0.4m, being £0.2m of intangible assets and £0.2m of temporary differences. The UK and US jurisdictions had a combined deferred tax liability position of £88.4m.
Of the temporary differences, £10.1m relates to US interest (2024: £11.6m). Certain deferred tax assets and liabilities will reverse within 12 months of the year end. The following sets out the expected reversal profile:
| Intangible assets £m |
Share-based payments £m |
Temporary differences £m |
Depreciation vs tax allowances £m |
Total £m |
|
|---|---|---|---|---|---|
| Within one year | (8.9) | 0.8 | 0.5 | 0.5 | (7.1) |
| More than one year | (95.3) | 1.6 | 10.3 | 2.5 | (80.9) |
| At 30 September 2025 | (104.2) | 2.4 | 10.8 | 3.0 | (88.0) |
As at 30 September 2025 the Group has unrecognised capital losses totalling £13.8m (2024: £13.8m) and unrecognised unutilised nontrade loan relationship deficits totalling £1.2m (2024: £1.2m). These all arise in the UK. The Group has unrecognised trade losses arising on acquisition of £0.4m.
Deferred tax assets have been recognised in respect of tax losses and other temporary differences where it is probable that these assets will be recovered.
The Company has no unprovided deferred tax assets or liabilities at 30 September 2025 (2024: £nil).
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Restated Company 2024 £m |
|
|---|---|---|---|---|
| Non-current assets: | ||||
| Amounts owed by Group undertakings | − | − | − | 79.3 |
| Current assets: | ||||
| Trade receivables | 65.8 | − | 74.6 | − |
| Allowance for impairment of trade receivables | (5.5) | − | (8.6) | − |
| Trade receivables net | 60.3 | − | 66.0 | − |
| Amounts owed by Group undertakings | − | 83.5 | − | − |
| Other receivables | 4.5 | − | 5.6 | − |
| Prepayments | 19.0 | − | 19.7 | − |
| Contract assets | 21.3 | − | 24.0 | − |
| Total | 105.1 | 83.5 | 115.3 | 79.3 |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Trade receivables are presented net of magazine returns provision of £44.1m (2024: £42.5m).
The Company recognises amounts owed by Group undertakings. These amounts are unsecured, have no fixed date of repayment and are repayable on demand.
The Group applies the simplified approach to recognise lifetime credit losses for trade receivables. Expected credit losses are only provided for on trade receivables, and are not calculated on contract assets. Due to the short term nature, contract assets are deemed low risk. The movement in the Group allowance for impairment of trade receivables during the year is as follows:
| Provision | Group 2025 £m |
Group 2024 £m |
|---|---|---|
| At 1 October | 8.6 | 4.5 |
| Impairment losses recognised on trade receivables: | ||
| Provided for in the year | 1.5 | 6.5 |
| Utilisation and release of provision | (4.6) | (1.7) |
| Foreign exchange movement | − | (0.7) |
| At 30 September | 5.5 | 8.6 |
The Group measures expected credit losses by performing impairment analysis at each reporting date. Expected credit losses are recognised unless the Group is satisfied that no recovery of the amount owing is possible, at which point the amounts considered irrecoverable are written off against the trade receivable directly. The primary indicator that the debt is irrecoverable is the customers liquidation but there are also instances where legal proceedings and/or debt recovery have not succeeded. Receivables written off during the year include amounts provided for in full on prior acquisitions.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses trade receivables are grouped by trading subsidiaries. The expected losses are based on historical credit losses, as current understanding of customer behaviour and macro-economic trends provide comfort that historic activity is representative of the current portfolio behaviours, for the 24 months in the period to 30 September 2025. Additionally, in 2025 we have released a provision of £2.0m previously held for a specific US magazine distributor, which had suspended payments pending their refinancing at the end of FY 2024. These debtor balances were subsequently recovered in FY 2025 and so the provision was released. There was also a £0.7m decrease (2024: £2.0m increase) in the provision, relating to aged receivables in the B2C and B2B segments. The expected credit loss provision therefore reflects the net exposure to credit losses after accounting for the expected benefits from the insurance coverage.
The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:
| 2025 | Current | 0-30 days | 31-60 days | 61-90 days | 90+ days | Total |
|---|---|---|---|---|---|---|
| Gross carrying amount of trade receivables (£m) | 55.0 | 0.8 | 1.9 | 1.5 | 4.6 | 63.8 |
| Allowance for impairment of trade receivables (£m) | 0.7 | 0.1 | 0.4 | 0.7 | 3.6 | 5.5 |
| Expected loss rate | 1.3% | 12.5% | 21.1% | 46.7% | 78.3% |
| 2024 | Current | 0-30 days | 31-60 days | 61-90 days | 90+ days | Total |
|---|---|---|---|---|---|---|
| Gross carrying amount of trade receivables (£m) | 58.4 | 6.0 | 2.5 | 2.8 | 4.9 | 74.6 |
| Allowance for impairment of trade receivables (£m) | 2.5 | 0.7 | 0.6 | 1.6 | 3.2 | 8.6 |
| Expected loss rate | 4.3% | 11.7% | 24.0% | 57.1% | 65.3% |
Credit checks are required for both new and existing accounts where trading exceeds a risk based de minimis threshold. Default credit terms range between 30 and 60 days depending on the geography and revenue stream but can be extended for commercial reasons. Credit risk management will take the final decision on customer credit and extension credit terms after considering the following factors; trading history to date, credit status of the customer, deal profitability and any other relevant commercial factors. The Group holds trade credit insurance policies covering a significant portion of its trade receivables portfolio. These policies are considered integral to the terms of the receivables for IFRS 9 purposes.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security for trade receivables. All the Company's receivables are with Group undertakings. Amounts due from Group undertakings are stated at amortised cost including a provision for expected credit losses. For the purpose of impairment assessment, amounts due from group undertakings are considered low credit risk and therefore, the Company measures the provision at an amount equal to 12-month expected credit losses. Impairment provision is not material to the financial statements. The Company is covered by the Group's liquidity arrangements hence the probability of default is insignificant. Interest on £79.4m (2024: £75.3m) of the amounts owed by Group undertakings has been charged at the Secured Overnight Financing Rate ('SOFR') plus 2%. The balance of amounts owed by Group undertakings is interest-free without any terms for repayment and so are repayable on demand.
Cash and cash equivalents include the following for the purposes of the cash flow statements:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | |
| £m | £m | £m | £m | |
| Cash at bank | 27.6 | 0.9 | 39.7 | 0.2 |
The decrease in cash is principally due to the share buyback programme which was £95.8m (see note 23 for further detail) and the purchase of £7.0m of shares into the Employee Benefit Trust in the year (see note 25 for further detail).
The Group has a number of authorised counterparties with whom cash balances are held in the countries in which the Group operates. Credit risk is minimised by considering the credit standing of all potential counterparties before selecting them by the use of external credit ratings. Over 99.9% of the Group's cash and cash equivalent balance was held with counterparties with a minimum S&P credit rating of A-. The Group monitors the exposure, credit rating and outlook of all financial counterparties on a regular basis.
The Group holds no cash equivalents at 30 September 2025 (2024: nil).
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|
|---|---|---|---|---|
| Current liabilities | ||||
| Trade payables | 27.7 | − | 20.6 | − |
| Amounts owed to Group undertakings | − | 259.0 | − | − |
| Other taxation and social security | 7.5 | 0.1 | 4.4 | − |
| Global sales tax | 0.8 | − | 11.3 | − |
| Other payables | 5.6 | 0.2 | 14.8 | 0.2 |
| Accruals | 50.8 | 6.3 | 70.6 | 8.8 |
| Total current liabilities | 92.4 | 265.6 | 121.7 | 9.0 |
| Non-current liabilities | ||||
| Amounts owed to Group undertakings | − | 49.6 | − | 202.1 |
| Total | 92.4 | 315.2 | 121.7 | 211.1 |
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure all payables are paid within the agreed credit terms. Included within other payables in 2024 was a one-off VAT liability of £11.5m (2025: £nil) which has been settled during the year.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
The Company recognises amounts owed to Group undertakings. These amounts are unsecured, have no fixed date of repayment and are repayable on demand.
| Non-current liabilities | Variable rate benchmark |
Interest rate at 30 September 2025 |
Interest rate at 30 September 2024 |
Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|---|---|---|---|---|---|---|---|
| Export development guarantee term facility* | SONIA | − | 6.39% | − | − | 276.2 | 276.2 |
| Senior unsecured bond | N/A | 6.75% | − | 296.6 | 296.6 | − | − |
| Revolving credit facility | SONIA | 5.97% | − | 7.4 | 7.4 | − | − |
| Total | 304.0 | 304.0 | 276.2 | 276.2 |
| Current liabilities | Interest rate at | Interest rate at | Group | Company | Group | Company |
|---|---|---|---|---|---|---|
| 30 September | 30 September | 2025 | 2025 | 2024 | 2024 | |
| 2025 | 2024 | £m | £m | £m | £m | |
| Export development guarantee term facility* | − | 6.39% | − | − | 20.0 | 20.0 |
*Rate is after accounting for the impact of interest rate swaps
The interest-bearing liabilities are repayable as follows:
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|
|---|---|---|---|---|
| Within one year | − | − | 20.0 | 20.0 |
| Between one and two years | − | − | 130.0 | 130.0 |
| Between two and five years | 304.0 | 304.0 | 146.2 | 146.2 |
| Total | 304.0 | 304.0 | 296.2 | 296.2 |
In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £6.0m (2024: £3.9m). The Group refinanced its entire capital structure during the year. The previous RCF of £350.0m, maturing July 2026, was refinanced with a £300m RCF, maturing May 2029, with two, 1-year extension options subject to lender consent. The Group's £300.0m Export Development Guarantee Facility, maturing November 2027, was refinanced with a £300.0m 5-year non-call 2 ("5NC2") senior unsecured bond. The instrument carries a fixed coupon of 6.75% per annum, payable semi-annually in arrears, and matures in July 2030. The bond is callable at the issuer's option after the second anniversary of issuance according to the following schedule:
This stepped call structure provides flexibility for the Group to optimise its capital structure. The new facilities significantly extend the maturity of the Group's debt.
At 30 September 2025, 48.3% (£290.0m of £600.0m) of the Group's facilities remained undrawn (30 September 2024: 53.8% (£350.0m of £650.0m) undrawn).
All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants. The RCF has a variable interest margin payable that is linked to a ratchet mechanism, subject to a minimum margin, as the Group's leverage covenant changes. This margin ranges between between 1.75% and 3.00%.
The key covenants for all facilities are set out in the glossary section on page 177. The Group remains comfortably within all covenant requirements.
The Group had drawn down £nil on its interest-bearing overdraft at 30 September 2025 (30 September 2024: £nil).
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | |
| £m | £m | £m | £m | |
| Other financial liability | − | − | 12.2 | 12.2 |
The other financial liability relates to an obligation at 30 September 2024 for the Group to purchase its own shares under the terms of its buyback agreement. The share buyback concluded on 21 October 2024. On 1 August 2025 a new share buyback programme commenced. The share buyback agreement includes no obligation to purchase own shares under the terms of the buyback agreement. Therefore, no financial liability is recognised for purchase of future shares in the terms of the buyback agreement.
| Property £m |
Restructuring £m |
Other £m |
Total £m |
|
|---|---|---|---|---|
| At 30 September 2023 | 6.7 | − | 0.5 | 7.2 |
| Charged/(released) in the year | 1.2 | − | 0.4 | 1.6 |
| Utilised in the year | (3.4) | − | (0.7) | (4.1) |
| At 30 September 2024 | 4.5 | − | 0.2 | 4.7 |
| Charged/(released) in the year | (0.4) | 2.7 | (0.1) | 2.2 |
| Utilised in the year | (0.9) | (1.0) | − | (1.9) |
| At 30 September 2025 | 3.2 | 1.7 | 0.1 | 5.0 |
The provision for property relates to dilapidations and obligations under short leasehold agreements on vacant property. The majority of the vacant property provision is expected to be utilised over the next three years.
In the year ended 30 September 2025, the Group has undertaken a significant rationalisation programme which has resulted in the redundancy of a number of employees in the Group. Restructuring costs currently provided are expected to be fully utilised over the next 12 months.
Provisions for the Company were £nil (2024: £nil).
| Property £m |
Restructuring £m |
Other £m |
Total £m |
|
|---|---|---|---|---|
| Current | − | 1.7 | − | 1.7 |
| Non-current | 3.2 | − | 0.1 | 3.3 |
| Total at 30 September 2025 | 3.2 | 1.7 | 0.1 | 5.0 |
All provisions in FY 2024 were non-current in nature.
| Group 2025 £m |
Group 2024 £m |
|
|---|---|---|
| Current lease liabilities | 5.6 | 8.4 |
| Non-current lease liabilities | 27.7 | 29.8 |
| Total lease liabilities | 33.3 | 38.2 |
The Group leases various offices, the right-of-use assets relating to leases are shown within note 11. The current year interest expense on lease liabilities (see note 7) was £1.6m (2024: £1.8m). Total cash outflow for leases for the year ended 30 September 2025 was £7.7m (2024: £8.6m). See note 22 for an analysis of the timings of contractual undiscounted cash flows (including interest) for lease liabilities.
During the year, the Group refinanced it's EDG facility with a 5NC2 senior unsecured bond at a fixed rate of 6.75%. The following table presents the Group's financial assets and liabilities that are measured at fair value at 30 September 2025:
| 2025 | |||||
|---|---|---|---|---|---|
| Group | Note | Amortised cost £m |
Fair value through profit and loss £m |
Total carrying value £m |
Total fair value £m |
| Finance lease receivable | 3.6 | - | 3.6 | 3.6 | |
| Trade receivables net | 15 | 60.3 | - | 60.3 | 60.3 |
| Other receivables & contract assets | 15 | 25.8 | - | 25.8 | 25.8 |
| Cash and cash equivalents | 16 | 27.6 | - | 27.6 | 27.6 |
| Total financial assets | 117.3 | - | 117.3 | 117.3 | |
| Trade payables | 17 | (27.7) | - | (27.7) | (27.7) |
| Other liabilities & accruals | 17 | (56.4) | - | (56.4) | (56.4) |
| Contingent consideration | 31 | - | (4.6) | (4.6) | (4.6) |
| Current and non-current borrowings | 18 | (304.0) | - | (304.0) | (304.0) |
| Lease liabilities | 21 | (33.3) | - | (33.3) | (33.3) |
| Total financial liabilities | (421.4) | (4.6) | (426.0) | (426.0) |
| 2024 | |||||
|---|---|---|---|---|---|
| Group | Note | Amortised cost £m |
Fair value through profit and loss £m |
Total carrying value £m |
Total fair value £m |
| Financial asset - derivative | − | 1.4 | 1.4 | 1.4 | |
| Finance lease receivable | 2.0 | − | 2.0 | 2.0 | |
| Trade receivables net | 15 | 66.0 | − | 66.0 | 66.0 |
| Other receivables | 15 | 5.6 | − | 5.6 | 5.6 |
| Cash and cash equivalents | 16 | 39.7 | − | 39.7 | 39.7 |
| Total financial assets | 113.3 | 1.4 | 114.7 | 114.7 | |
| Trade payables | 17 | (20.6) | − | (20.6) | (20.6) |
| Other liabilities & accruals | (101.1) | − | (101.1) | (101.1) | |
| Financial liabilities - derivative | 18 | − | (1.4) | (1.4) | (1.4) |
| Other financial liability | 19 | (12.2) | − | (12.2) | (12.2) |
| Non-current borrowings | (296.2) | − | (296.2) | (296.2) | |
| Lease liabilities | 21 | (38.2) | − | (38.2) | (38.2) |
| Total financial liabilities | (468.3) | (1.4) | (469.7) | (469.7) |
The Group uses financial instruments where appropriate to raise funding for its operations and to manage the financial risks arising from those operations. The agreements governing the principal instruments entered into were approved by the Board.
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, provide returns and benefits for shareholders.
The principal financing and treasury exposures faced by the Group arise from foreign currencies, working capital management, the financing of capital expenditure and acquisitions, the management of interest rates on the Group's debt, the investment of surplus cash and the management of the Group's debt facilities. The Group manages all of these exposures with an objective of remaining within covenant ratios agreed with the Group's banks, and the Group has been in compliance with its covenants during the year. These ratios are disclosed in the Glossary on page 177.
The carrying value of financial instruments measured at amortised cost approximates their fair value.
| 2025 | 2024 | |||
|---|---|---|---|---|
| Financial asset | Level 2 Fair value £m |
Level 3 Fair value £m |
Level 2 Fair value £m |
Level 3 Fair value £m |
| Asset | ||||
| Financial asset - derivatives | − | − | 1.4 | − |
| Liabilities | ||||
| Financial liability - derivatives | − | − | (1.4) | − |
| Contingent consideration | − | (4.6) | − | − |
IFRS 13 Fair Value Measurement requires that the classification of financial instruments at fair value be determined by reference to the source of inputs used to derive the fair value. The classification uses the following three-level hierarchy:
The valuation technique used to measure the fair value of the derivatives is discounted cash flows.
There have been no transfers between levels during the year to 30 September 2025 (30 September 2024: none).
At 30 September 2025 there was contingent consideration payable of £4.6m relating to the acquistion of RNWL Ltd (see note 31).
The currency and interest rate profile of the Group's financial assets and liabilities is shown below:
| Financial assets | Financial liabilities | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Floating rate £m |
Fixed rate £m |
Non-interest bearing £m |
Total £m |
Floating rate £m |
Fixed rate £m |
Non-interest bearing £m |
Total £m |
Net financial (liabilities)/ assets £m |
|
| At 30 September 2025 | |||||||||
| Currency: | |||||||||
| Sterling | 15.5 | − | 28.8 | 44.3 | (7.4) | (296.6) | (92.9) | (396.9) | (352.6) |
| US Dollar | 9.3 | − | 51.3 | 60.6 | − | − | (25.7) | (25.7) | 34.9 |
| Euro | 1.4 | − | 3.1 | 4.5 | − | − | (1.3) | (1.3) | 3.2 |
| AUS Dollar | 1.1 | − | 2.5 | 3.6 | − | − | (1.2) | (1.2) | 2.4 |
| Other | 0.3 | − | 4.0 | 4.3 | − | − | (0.9) | (0.9) | 3.4 |
| Total | 27.6 | − | 89.7 | 117.3 | (7.4) | (296.6) | (122.0) | (426.0) | (308.7) |
| At 30 September 2024 | |||||||||
| Currency: | |||||||||
| Sterling | 31.1 | 1.4 | 45.3 | 77.8 | (296.2) | (1.4) | (146.8) | (444.4) | (366.6) |
| US Dollar | 6.4 | − | 46.1 | 52.5 | − | − | (3.7) | (3.7) | 48.8 |
| Euro | 0.9 | − | 1.7 | 2.6 | − | − | (4.7) | (4.7) | (2.1) |
| AUS Dollar | 1.0 | − | 0.9 | 1.9 | − | − | (0.1) | (0.1) | 1.8 |
| Other | 0.3 | − | 3.6 | 3.9 | − | − | (1.1) | (1.1) | 2.8 |
| Total | 39.7 | 1.4 | 97.6 | 138.7 | (296.2) | (1.4) | (156.4) | (454.0) | (315.3) |
Details of the interest rates on borrowings as at 30 September 2025 are set out in note 18.
At 30 September 2025 the Group had £27.6m (2024: £39.7m) of interest-bearing assets. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The Group evaluates its risk appetite towards interest rate risks regularly and during 2025 fixed it's long-term borrowings via the issuance of a 6.75% 5NC2 senior unsecured bond due 2030. At inception of the Guaranteed Note facility, interest rate swap agreements used to hedge the Group's previous variable rate EDG facility were closed out. The Group still remains exposued to changes in cash flows due to changes in interest rates on its RCF, however drawings on this facility are expected to be variable in nature and therefore not hedged via derivative instruments.
The Group's exposure to interest rates on financial assets and financial liabilities is detailed in the liquidity risk section of this note.
For the year ended 30 September 2025, if interest rates on net debt excluding lease liability had been on average 1.0% higher/lower, throughout the year, with all other variables held constant, the post-tax profit would have decreased/increased by £0.3m (2024: £0.1m). There would be no impact on equity excluding retained earnings.
Impact of hedging on equity:
| Cash flow hedge reserve 2025 £m |
Cash flow hedge reserve 2024 £m |
|
|---|---|---|
| As at 1 October | - | 4.4 |
| Change in fair value recognised in other comprehensive income | ||
| - Interest rate swaps | 1.9 | (4.3) |
| Reclassified to profit or loss as hedged item effects profit or loss | (1.9) | (1.6) |
| Deferred tax impact | - | 1.5 |
| As at 30 September | - | - |
The Group is exposed to (1) transaction foreign exchange risk arising from exchange rate fluctuations on non-functional currency trading transactions, assets and liabilities which can impact the Groups cashflow, and (2) to translation foreign exchange risk on converting the results, assets and liabilities of foreign operations into Sterling which can have a significant effect on the Group's reported profits and balance sheet. The main exposure is to movements in the US Dollar against Sterling.
The Group's policy for managing exchange rate risk is summarised as follows:
Transaction exposure – the Group manages this by ensuring that transactions are denominated in the local functional currency of the operating units wherever possible. Where this is not possible the use of forward contracts to hedge exposure is considered if the exposure is considered material and sufficiently reliable, however the Group seeks to ensure that its balance sheet positions are naturally hedged wherever possible. The use of forward exchange contracts (or any other derivative financial instrument) is subject to authorisation by the Board. Where possible, any any forward exchange contracts are disignated as cash flow hedges.
Translation exposure - The Group acknowledges and accepts this risk, it does not enter into forward foreign exchange or other derivative contracts to hedge foreign currency translation of its overseas subsidaries.
It is estimated that, with all other variables held equal (in particular other exchange rates), a general change of 20 percent in the value of the US Dollar against Sterling would have had the following impact on the Group's current year profit after tax and on retained earnings:
| 2025 currency risks expressed in USD/GBP £m |
|
|---|---|
| Reasonable shift | 20% |
| Impact on profit after tax if USD strengthens against GBP | (3.6) |
| Impact on profit after tax if USD weakens against GBP | 3.6 |
| Impact on shareholders' funds if USD strengthens against GBP | (138.6) |
| Impact on shareholders' funds if USD weakens against GBP | 138.6 |
| 2024 currency risks expressed in USD/GBP £m |
|
|---|---|
| Reasonable shift | 20% |
| Impact on profit after tax if USD strengthens against GBP | (4.2) |
| Impact on profit after tax if USD weakens against GBP | 4.2 |
| Impact on shareholders' funds if USD strengthens against GBP | 78.8 |
| Impact on shareholders' funds if USD weakens against GBP | (78.8) |
The profit after tax impact reflects the foreign exchange differences that could arise following the retranslation of balances denominated in currencies other than the functional currency of the entity to which they relate. The retained earnings impact reflects the currency translation differences that would arise directly within other comprehensive income upon retranslation of the Group's US subsidiaries on consolidation. The method of estimation involves assessing the translation impact of the US dollar.
The Group funds the business largely from cash flows generated from operations and long-term debt. Details of the Group's borrowings are disclosed in note 18.
The Group monitors and manages the cash for the Group and has maintained committed banking facilities as noted above to mitigate any liquidity risk it may face. If necessary, inter-company loans within the Group meet short-term cash needs. The following table shows the Group's remaining contractual maturity for financial liabilities and derivative financial instruments. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is obliged to pay, including estimated interest payments but excluding amortisation of bank arrangement fees:
| 2025 | Less than one year £m |
Between one and two years £m |
Between two and five years £m |
Between five and ten years £m |
Over ten years £m |
Total £m |
|---|---|---|---|---|---|---|
| Trade payables | (27.7) | - | - | - | - | (27.7) |
| Lease liabilities | (6.4) | (6.0) | (11.8) | (12.6) | (0.6) | (37.4) |
| Contngent consideration | - | (0.2) | (4.3) | (2.4) | - | (6.9) |
| Other liabilities | (56.4) | - | - | - | - | (56.4) |
| Borrowings | (20.9) | (20.9) | (361.6) | - | - | (403.4) |
| Total financial liabilities | (111.4) | (27.1) | (377.7) | (15.0) | (0.6) | (531.8) |
| 2024 | Less than one year £m |
Between one and two years £m |
Between two and five years £m |
Between five and ten years £m |
Over ten years £m |
Total £m |
|---|---|---|---|---|---|---|
| Trade payables | (20.6) | − | − | − | − | (20.6) |
| Lease liabilities | (8.4) | (6.3) | (14.3) | (13.4) | (3.0) | (45.4) |
| Other financial liabilities | (12.2) | − | − | − | − | (12.2) |
| Other liabilities | (101.1) | − | − | − | − | (101.1) |
| Financial liabilites - derivative | − | (1.4) | − | − | − | (1.4) |
| Borrowings | (39.1) | (67.0) | (247.3) | − | − | (353.4) |
| Total financial liabilities | (181.4) | (74.7) | (261.6) | (13.4) | (3.0) | (534.1) |
| Group and Company | No. of shares | 2025 £m |
No. of shares | 2024 £m |
||
|---|---|---|---|---|---|---|
| Allotted, authorised, issued and fully paid ordinary shares of 15p each | ||||||
| At 1 October | 112,088,026 | 16.8 | 119,077,135 | 17.8 | ||
| Share buyback | (12,045,863) | (1.8) | (6,992,733) | (1.0) | ||
| Share incentive plan matching shares | − | − | 3,624 | − | ||
| At 30 September | 100,042,163 | 15.0 | 112,088,026 | 16.8 |
During the year ended 30 September 2025, 12.0m shares were bought back for consideration of £95.6m (2024: 7.0m shares for consideration of £63.1m).
The income statement charge for the year for share-based payments (and related social security costs) was £5.5m (2024: £9.2m). This charge has been included within net operating expenses.
These charges arise when employees are granted awards under the Group's share option schemes, the Value Creation Plan (VCP), Performance Share Plan (PSP), Deferred Annual Bonus Scheme (DABS), Share Incentive Plan (SIP) or Employee Stock Purchase Plan (ESPP) and when employees are granted awards by the trustees of The Future plc Employee Benefit Trust (EBT). The charge equates to the fair value of the award and has been calculated using the Monte Carlo and Black-Scholes models, using the most appropriate model for each scheme. Assumptions have been made in these models for expected volatility, risk-free rates and dividend yields.
A reconciliation of movements in the number of options awarded under the PSP and DABS is shown below:
| 2025 Number of options/ awards |
2024 Number of options/ awards |
|
|---|---|---|
| Outstanding at 1 October | 2,920,937 | 1,392,757 |
| Granted | 1,004,057 | 2,164,670 |
| Share awards exercised | (580,269) | (256,138) |
| Cancelled | (669,305) | (380,352) |
| Outstanding at 30 September | 2,675,420 | 2,920,937 |
| Exercisable at 30 September | 158,120 | 536,076 |
The weighted average share price at the date of exercise of share options and other share incentive awards during the year was £8.963 (2024: £8.313). A reconciliation of movements in the number of options awarded under the VCP is shown below:
| 2025 Number of options/awards |
2024 Number of options/ awards |
|
|---|---|---|
| Outstanding at 1 October | 1,076,316 | 1,772,308 |
| Cancelled | (1,076,316) | (695,992) |
| Outstanding at 30 September | − | 1,076,316 |
The third VCP tranche lapsed on 30 September 2025, there are no units outstanding (2024: 1,960,000). Further details regarding the rules of the scheme can be found on page 165.
For options outstanding under the PSP and DABS at 30 September the weighted average exercise prices and remaining contractual lives are as follows:
| Weighted average remaining | ||||
|---|---|---|---|---|
| Number of options/awards | contractual life in years | |||
| 2025 | 2024 | 2025 | 2024 | |
| PSP | ||||
| November 2018 | − | 51,537 | − | − |
| May 2019 | − | 14,149 | − | − |
| November 2019 | 15,000 | 100,709 | − | − |
| February 2020 | 7,500 | 7,500 | − | − |
| July 2020 | 7,500 | 10,000 | − | − |
| February 2021 | 15,347 | 17,639 | − | − |
| March 2021 | 1,250 | 1,250 | − | − |
| May 2021 | 4,000 | 9,500 | − | − |
| July 2022 | − | 1,805 | − | 1 |
| September 2022 | 45,884 | 321,987 | − | 1 |
| October 2022 | 7,000 | 13,000 | − | − |
| December 2022 | 15,000 | 15,000 | − | − |
| February 2023 | 9,000 | 30,000 | − | 1 |
| April 2023 | 12,647 | 12,647 | − | 1 |
| May 2023 | − | 79,545 | 1 | 2 |
| October 2023 | 14,500 | 114,006 | 1 | 2 |
| December 2023 (2 year) | 573,605 | 699,426 | − | 1 |
| December 2023 (3 year) | 810,871 | 1,233,477 | 1 | 2 |
| March 2024 | 66,106 | 66,106 | 1 | 2 |
| May 2024 | 7,280 | 7,280 | 2 | 3 |
| June 2024 | 1,910 | 1,910 | 1 | 2 |
| July 2024 | 2,506 | 2,506 | 2 | 3 |
| September 2024 | 36,465 | 36,465 | 2 | 3 |
| December 2024 (1 year) | 31,829 | − | 1 | − |
| December 2024 (2 year) | 17,678 | − | 2 | − |
| December 2024 (3 year) | 830,053 | − | 3 | − |
| May 2025 (1 year) | 3,748 | − | 1 | − |
| May 2025 (2 year) | 7,978 | − | 2 | − |
| May 2025 (3 year) | 78,703 | − | 3 | − |
| DABS | ||||
| November 2015 | 2,663 | 2,663 | − | − |
| February 2022 | − | 19,993 | − | − |
| December 2022 | 15,329 | 50,837 | − | 1 |
| December 2024 | 34,068 | − | 2 | − |
| Total outstanding at 30 September | 2,675,420 | 2,920,937 |
The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at 30 September 2025 is £nil (2024: £nil).
The fair value per share for grants made under the PSP during the year and the assumptions used in the calculation are as follows:
| 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Grant date | 12 Dec 2024 | 12 Dec 2024 | 12 Dec 2024 | 21 May 2025 | 21 May 2025 | 21 May 2025 | 21 May 2025 |
| Share price at grant date |
£9.90 | £9.90 | £9.90 | £6.67 | £6.67 | £6.67 | £6.67 |
| Exercise price | − | − | − | − | − | − | − |
| Vesting period (years) | 1 | 2 | 3 | 1 | 1.5 | 2.5 | 3 |
| Expected volatility² | 57.24% | 57.24% | 57.24% | 57.24% | |||
| Option life (years) | 1 | 2 | 3 | 1 | 2 | 3 | 3 |
| Expected life (years) | 1 | 2 | 3 | 1 | 2 | 3 | 3 |
| Risk-free rate | − | − | 4.02% | − | 4.02% | 4.02% | 4.02% |
| Dividend yield | − | − | 0.38% | − | 0.38% | 0.38% | 0.38% |
| Fair value² | £9.90 | £9.90 | £9.23 | £6.67 | £6.67 | £6.67 | £6.67 |
| Fair value - TSR element² |
− | − | £6.55 | − | £6.55 | £6.55 | £6.55 |
| Fair value - Non market based element |
£9.90 | £9.90 | £9.90 | £6.67 | £6.67 | £6.67 | £6.67 |
| 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Grant date | 11 Oct 2023 31 Oct 2023 21 Dec 2023 21 Dec 2023 | 1 Mar 2024 18 Mar 2024 18 Mar 2024 17 May 2024 | 5 Jun 2024 | 11 Jul 2024 19 Sep 2024 19 Sep 2024 19 Sep 2024 | |||||||||
| Share price at grant date |
£9.24 | £8.85 | £7.59 | £7.59 | £6.34 | £5.99 | £5.99 | £10.24 | £11.41 | £11.03 | £10.45 | £10.45 | £10.45 |
| Exercise price | − | − | − | − | − | − | − | − | − | − | − | − | − |
| Vesting period (years) |
3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
| Expected volatility² |
31.84% | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | ||||||
| Option life (years) |
3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
| Expected life (years) |
3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
| Risk-free rate | − | − | − | − | − | − | − | − | − | − | − | − | − |
| Dividend yield | − | − | − | − | − | − | − | − | − | − | − | − | − |
| Fair value² | £9.24 | £8.85 | £7.59 | £6.04 | £5.42 | £5.24 | £5.24 | £7.37 | £7.45 | £7.45 | £10.45 | £10.45 | £10.45 |
| Fair value - TSR element² |
− | − | − | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | − | − | − |
| Fair value - Non market-based element |
£9.24 | £8.85 | £7.59 | £7.59 | £6.34 | £5.99 | £5.99 | £10.24 | £11.41 | £11.03 | £10.45 | £10.45 | £10.45 |
There were no new grants made for the VCP scheme during the FY 2025 year. For FY 2024 the fair value per share for grants made under the VCP during the year was nil.
The VCP was launched in FY 2021. The VCP comprised three equal tranches, based on performance measured over three periods, from 1 October 2020 to: 30 September 2023; 30 September 2024; and 30 September 2025.
The plan was designed to align the interests of Future employees and shareholders, by incentivising the delivery of exceptional shareholder returns over the long-term. To the extent that performance exceeded the hurdle on a measurement date, participants would have shared 3.33% of the shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded were 980,000 per tranche, of which a small pool was reserved for future hires and promotions. Units vested based on value created in terms of £ TSR, being the growth in Future's market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks, less share issues), over and above a hurdle rate of return of 10% per annum.
Future's starting market capitalisation was based on the spot closing price of a share on 30 September 2020 of £19.42. Value created at each measurement date was calculated with reference to the average closing return index over the three months ending on that date. To the extent that performance did not exceed the hurdle on a measurement date, the relevant tranche lapsed in full, immediately. There was no retesting allowed. All three tranches of the VCP scheme have lapsed in full at 30 September 2025.
Grants were made under the VCP in April 2021, June 2021, January 2022, February 2022, May 2022, July 2022, October 2022, December 2022 and February 2023.
There will be no further grants under the VCP scheme.
The PSP is a share-based incentive scheme open to the Executive Directors and certain other key employees and 'rising stars', usually based on a percentage of the participant's salary. Awards under this scheme are subject to stretching performance criteria measured against a combination of Adjusted Diluted Earnings Per Share ("EPS"), and Total Shareholder Return ("TSR") (in prior years, share price) performance, depending on the date of grant. Unless the Remuneration Committee decides otherwise at the date of grant, awards will vest three years after the date of grant subject to the participant's continued employment within the Group and achievement of the following performance criteria.
Performance metrics are weighted 50% on the Group's adjusted EPS and 50% on the Company's TSR. The threshold entry point of 25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 16% CAGR. The threshold entry point of 25% vesting for the TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements.
Performance metrics are weighted 50% on the Group's adjusted EPS and 50% on the Company's TSR. The threshold entry point of 25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 23% CAGR. The threshold entry point of 25% vesting for the TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements.
The award made in May 2021 is not subject to performance conditions.
Performance metrics are weighted 100% on the Group's adjusted EPS. The threshold entry point of 25% vesting for the EPS element requires a 6% CAGR, with 100% vesting at 12% CAGR. Vesting will be on a straight line basis between the threshold and maximum. One of the awards made in July 2022 is not subject to performance conditions. The performance metric for the other award made in July 2022 are weighted 50% on the Group's adjusted EPS and 50% on the Company's TSR. The threshold entry point of 25% vesting for the EPS element requires a 5% CAGR, with 100% vesting at 12% CAGR. The threshold entry point of 25% vesting for the TSR element requires 5% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements. The performance metric for the award made in September 2022 is 100% weighted to the Group's adjusted EPS. The threshold entry point of 25% vesting for the EPS element requires an adjusted diluted EPS of 86.5p, with 100% vesting at an adjusted diluted EPS of 104.9p or above.
The performance metrics for the awards made in February, May and August 2023 are weighted 50% on the Group's adjusted diluted EPS and 50% on the Company's TSR. The threshold entry point of 25% vesting for the EPS element requires a 2.5% CAGR, with 100% vesting at 7% CAGR. The threshold entry point of 25% vesting for the TSR element requires 2.5% CAGR, with 100% vesting at 7% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements.
The performance metrics for the awards made in FY 2024 are weighted 40% on the Group's Relative TSR, 30% on adjusted diluted EPS and 30% on organic revenue growth. The threshold entry point of 25% vesting for the Relative TSR element requires a 50th percentile ranking within the comparator group, with 100% vesting at the 75th percentile. The threshold entry point of 25% vesting for the adjusted diluted EPS element requires 3% CAGR, with 100% vesting at 8% CAGR. The threshold entry point of 25% vesting for the organic revenue growth element requires 1.5% growth over the performance period, with 100% vesting at 5% growth. Vesting will be on a straight line basis between the threshold and maximum for all elements.
The performance metrics for the awards made in FY 2025 are weighted 40% on the Group's Relative TSR, 30% on adjusted diluted EPS and 30% on organic revenue growth. The threshold entry point of 25% vesting for the Relative TSR element requires a 50th percentile ranking within the comparator group, with 100% vesting at the 75th percentile. The threshold entry point of 25% vesting for the adjusted diluted EPS element requires 3% CAGR, with 100% vesting at 8% CAGR. The threshold entry point of 25% vesting for the organic revenue growth element requires 1.5% growth over the performance period, with 100% vesting at 5% growth. Vesting will be on a straight line basis between the threshold and maximum for all elements.
Grants were made under the PSP in November 2018, March 2019, May 2019, June 2019, August 2019, November 2019, February 2020, June 2020, July 2020, September 2020, February 2021, March 2021, May 2021, July 2022, September 2022, October 2022, December 2022, February 2023, April 2023, May 2023, October 2023, December 2023, March 2024, May 2024, June 2024, July 2024, September 2024, December 2024 and May 2025.
The DABS is a share-based incentive scheme open to the Executive Directors and certain managers across the Group. The maximum value of any shares granted under the DABS to any one participant will be an amount which is equal to a fixed percentage of that eligible participant's annual bonus for the previous financial year. The number of shares over which an award is to be granted to each participant will usually be calculated by reference to the market value of an Ordinary share in the Company on the date of the award. No annual bonus will be paid for the year ending 30 September 2025. See page XXX of the Directors' Remuneration Report for further detail. The last grant made under the DABS was in December 2024.
The SIP is open to all UK employees including the Executive Directors. It is a tax efficient incentive plan pursuant to which employees are eligible to acquire up to £150 (or 10% of salary, if less) worth of Ordinary shares in the Company per month or £1,800 per annum. Under the SIP, employees are invited to subscribe for Partnership shares via salary deductions. If an employee agrees to buy Partnership shares the Company currently matches the number of Partnership shares bought with an award of Matching shares on the basis of one Matching share for every four Partnership shares. Matching share awards to date have been met by the issue of Ordinary shares or transfers from the Employee Benefit Trust to JP Morgan Workplace Solutions, formerly Global Shares, as Trustee of the SIP.
The Future plc Employee Stock Purchase Plan commenced in FY 2021 and is open to all employees who are employed and resident in the US. The ESPP is a tax favourable plan pursuant to which employees can save between 1% and 10% of salary (capped at \$25,000 in any one calandar year) over a six month savings period, the savings from which are used for purchases of Ordinary shares in the Company at a 15% discount.
Share premium represents the excess of proceeds received over the nominal value of new shares issued.
In order to create additional distributable reserves to provide flexibility for shareholder returns, during the prior year the total share premium reserve of Future plc of £197.0m was cancelled and credited to reserves, increasing distributable reserves by the same amount. The balance at 30 September 2025 is £nil.
See 'Merger reserve' section below for further detail.
| Group and Company | 2025 £m |
2024 £m |
|---|---|---|
| At 1 October | − | 197.0 |
| Share premium reduction | − | (197.0) |
| At 30 September | − | − |
The capital redemption reserve increased by £1.8m (2024: £1.0m) during the year to £3.1m, being the nominal value of shares purchased and cancelled as part of the share buyback programme (see note 23 for further details).
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|
|---|---|---|---|---|
| At 1 October | 1.3 | 1.3 | 0.3 | 0.3 |
| Share buyback | 1.8 | 1.8 | 1.0 | 1.0 |
| At 30 September | 3.1 | 3.1 | 1.3 | 1.3 |
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|
|---|---|---|---|---|
| At 1 October | 109.0 | − | 581.9 | 472.9 |
| Merger reserve reduction | − | − | (472.9) | (472.9) |
| At 30 September | 109.0 | − | 109.0 | − |
In order to create additional distributable reserves to provide flexibility for shareholder returns, in FY 2024 the total value of the Future plc merger reserve of £472.9m was capitalised, with B ordinary shares issued at a total nominal value equal to £472.9m, then cancelled and extinguished, with £472.9m credited to retained earnings, increasing distributable reserves by the same amount.
An amount of £109.0m in the merger reserve arose following the 1999 Group reorganisation and is non-distributable.
The treasury reserve represents the cost of shares in Future plc purchased in the market and held by the Employee Benefit Trust ('EBT') to satisfy awards made by the trustees.
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Restated Company 2024 £m |
|
|---|---|---|---|---|
| At 1 October | 10.9 | 10.9 | 15.3 | 15.3 |
| Acquisition of own shares | 7.0 | 7.0 | − | − |
| Issue of treasury shares to employees from employees benefit trust | (7.4) | (7.4) | (4.4) | (4.4) |
| At 30 September | 10.5 | 10.5 | 10.9 | 10.9 |
During the year, 623,388 (2024: 286,795) of the shares held by the EBT were used to satisfy the vesting of share options and 997,375 shares were purchased to fund the future vesting of share options (2024: nil). The issuance of treasury shares to employees relates to the settlement of PSP awards exercised in the year.
The Company has amended the presentation of the amounts relating to the EBT in the period, with the outstanding shares transferred to the EBT but not yet awarded previously being presented as trade and other receivables. The acquired shares have now been included within a treasury reserve in equity to appropriately reflect the transaction. Consequently, the Company balance sheet as at 30 September 2024 has been restated without any impact on the result of the period or distributable reserves. The prior year restatement of the Company balance sheet and statement of changes in equity results in a reduction of non-current trade and other receivables of £5.3m, current trade and other receivables of £5.6m, and recognition in the treasury reserve of £10.9m.
| Group 2025 £m |
Company 2025 £m |
Group 2024 £m |
Company 2024 £m |
|
|---|---|---|---|---|
| At 1 October | − | − | 4.4 | 4.4 |
| Interest rate swaps | − | − | (5.9) | (5.9) |
| Deferred tax on interest rate swaps | − | − | 1.5 | 1.5 |
| At 30 September | − | − | − | − |
During 2023 the Group entered into interest rate swaps, in order to hedge against fluctuations in interest rates. The cash flow hedge reserve represents the cumulative amount of gains and losses on the interest rate swap deemed effective.
The reserve for accumulated exchange differences comprises the revaluation of the Group's foreign currency, principally on the US and Australian entities, on consolidation.
The Group operates a defined contribution scheme for employees resident in the United Kingdom.
In the US, the Group operates a section 401(K) profit sharing defined contribution plan in respect of pensions, which covers substantially all Future US employees. The section 401(K) plan allows employees to invest in 22 registered mutual funds at Charles Schwab Trust Bank, the plan's custodian. The employees, not the employer, have complete control over which funds they invest in, although they have no control over the stocks owned by the funds.
During the year, £5.7m (2024: £5.4m) contributions were made to these plans and at 30 September 2025 the outstanding balance due to be paid over to the plans was £1.2m (2024: £2.1m).
Future minimum sub-lease receipts expected for the Group under non-cancellable operating subleases at 30 September 2025 total £3.5m (2024: £2.4m), for the Company £nil (2024: £nil).
During the year, £0.1m was recognised in the income statement in respect of operating lease rental payments for short-term and low-value leases (2024: £0.1m), and £0.8m (2024: £1.1m) was recognised in respect of sub-lease receipts.
The Group also leases equipment under non-cancellable operating lease agreements.
There were no material contingent liabilities for the Group or the Company as at 30 September 2025 (2024: £nil).
There were no material capital commitments for the Group or the Company as at 30 September 2025 (2024: £nil).
At 30 September 2025, the Group recognised £10.1m of contract liabilities in relation to subscription liabilities due after more than 1 year (2024: £10.3m).
During the year ended 30 September 2025, £60.2m of deferred income recorded at 30 September 2024 (2024: £58.5m) was recognised in revenue. Deferred income in FY 2025 and FY 2024 related to deferred subscription revenue due within 1 year which reduced by £3.8m in FY 2025 due to a decrease in recurring subscriptions. The balance held at 30 September 2025 was £56.4m (FY 2024: £60.2m).
The Group had no material transactions with related parties in 2025 or 2024 which might reasonably be expected to influence decisions made by users of these financial statements.
During the year, the Company had net management fees and recharges receivable of £0.8m (2024: receivable of £0.9m) from subsidiary undertakings. The outstanding balance owed at 30 September 2025 was £1.7m (2024: £0.9m).
No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel compensation are set out note 6.
Details of the Company's subsidiaries at 30 September 2025 are set out below. All subsidiaries are included in the consolidation. Shares of those companies marked with an * are indirectly owned by Future plc through an intermediate holding company.
| Company name and registered number | Country of incorporation and registered office |
Nature of business | Holding % | Class of shares |
|---|---|---|---|---|
| ActualTech Marketing, LLC* 460984715 | USA¹⁰ | Content marketing solutions | 100 | \$1 Ordinary shares |
| Barcroft Media Limited* 4826405 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
| Broadleaf Bidco Limited* 11473951 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
| Broadleaf Holdco Limited* 11473888 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
| Broadleaf Midco Limited* 11473807 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares £0.001 A1 Ordinary shares |
| Broadleaf Newco 2 Limited* 13435883 | England and Wales¹ | Holding company | 100 | £0.001 A2 Ordinary shares £0.001 B1 Ordinary shares £0.001 B2 Ordinary shares |
| Broadleaf US Bidco Inc* 6982422 | USA¹¹ | Holding company | 100 | \$0.01 Ordinary shares |
| Circlesix Media Inc* 5904231 | USA¹⁴ | Non-trading | 100 | \$0.01 Ordinary shares \$0.00001 Ordinary shares Series A Preferred Stock of \$1.0000 |
| Clique Brands Inc* 5168252 | USA¹² | Publishing | 100 | Series B Preferred Stock of \$4.3550 Series C Preferred Stock of \$7.4560 |
| Comary, Inc* 2400371 | USA¹¹ | Publishing | 100 | Not applicable |
| Dennis Interactive Inc* 1827502 | USA¹⁴ | Non-trading | 100 | \$20 Ordinary shares |
| Dennis Publishing Limited* 1138891 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
| Future Holdings 2002 Limited 4387886 | England and Wales¹ | Holding company | 100 | £1 Ordinary shares |
| Future UK Finance Limited* 13651021 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
| Future Publishing Limited* 2008885 | England and Wales¹ | Publishing | 100 | 10 pence Ordinary shares |
| Future Publishing Australia Pty Limited ACN 658 563 252 | Australia³ | Publishing | 100 | AUD \$1 Ordinary shares |
| Future Publishing (Overseas) Limited* 6202940 | England and Wales¹ | Publishing | 100 | £1 Ordinary shares |
| Future Publishing Holdings Limited* 3430449 | England and Wales¹ | Holding company | 87.5 | 1 pence Ordinary shares |
| Gardening Know How* 201355 | USA¹⁰ | Non-trading | 100 | \$1 Ordinary shares |
| GoCo Group Limited* 6062003 | England and Wales² | Non-trading | 100 | £0.0002 Ordinary shares |
| GoCompare.com Limited* 05799376 | England and Wales² | Price comparison website | 100 | £1 Ordinary shares |
| GoCompare.com Finance Limited* 10227007 | England and Wales² | Non-trading | 100 | £0.0002 Ordinary shares |
| Marketforce (U.K.) Limited* 00499150 | England and Wales¹ | Dormant | 100 | £1 Ordinary shares |
| Mozo Pty Limited* ACN 128199208 | Australia³ | Comparison shopping | 100 | AUD \$1 Ordinary shares |
| RNWL LTD* 12091439 | England and Wales² | Digital insurance wallet | 100 | £0.01 Ordinary shares |
| Sapphire Bidco Limited* 11157309 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
| Sarracenia Limited* 0458289 | England and Wales¹ | Dormant | 100 | £1 Ordinary shares |
| Sport Insights Media Ltd* 12708129 | England and Wales¹ | Non-trading | 100 | £0.0025 Ordinary shares £0.0025 Ordinary B shares £0.0025 Ordinary C shares £0.01 Ordinary D shares |
| The Kiplinger Washington Editors Inc* 434902 | USA¹¹ | Publishing | 100 | \$10 A Ordinary shares \$10 B Ordinary shares |
| USA¹¹ | Publishing | 100 | \$0.01 Ordinary shares | |
| This is the Big Deal, Inc* 6690977 | USA¹³ | Holding company | 100 | Not applicable |
| This is the Big Deal Limited* 8867458 | England and Wales² Energy auto switching service | 100 | £0.000015625 Ordinary shares | |
| Next Commerce Pty Limited* 113146786 | Australia³ | Comparison shopping | 100 | \$1 Ordinary shares |
| Future Creative Media Canada Limited* BC1198396 | Canada⁴ | Digital media publishing | 100 | Not applicable |
| Future Publishing s.r.o.* 09393951 | Czech Republic⁵ | Non-trading | 100 | CZK 1 Ordinary shares |
|---|---|---|---|---|
| Future Technologies Sarl* 84138050400016 | France⁶ | Non-trading | 100 | Not applicable |
| Windsor Support Services Private Limited* U74999DL2011FTC217990 | India⁷ | Dormant | 100 | Rand 10 equity shares |
| Next Commerce Philippines Inc* CS201517783 | Philippines⁸ | Dormant | 100 | ₱ Ordinary shares |
| Future US, LLC* 1513070 | USA¹⁰ | Publishing | 100 | Not applicable |
| Future US Holdings, Inc* 6260582 | USA⁹ | Holding company | 100 | Not applicable |
| Future B2B LLC 3253770 | USA¹⁰ | Publishing | 100 | \$1 Ordinary shares |
| Future B2B Limited* 15195757 | England and Wales¹ | Publishing | 100 | £1 Ordinary shares |
Barcroft Media Limited, Broadleaf Bidco Limited, Broadleaf Holdco Limited, Broadleaf Midco Limited, Broadleaf Newco 2 Limited, Dennis Publishing Limited, Future B2B Limited, Future Holdings 2002 Limited, Future Publishing Limited, Future Publishing Holdings Limited, Future Publishing (Overseas) Limited, Future UK Finance Limited, GoCo Group Limited, GoCompare.com Limited, GoCompare.com Finance Limited, RNWL LTD, Sapphire Bidco Limited, Sport Insights Media Ltd and This is the Big Deal Limited are exempt from the requirement to file audited financial statements by virtue of Section 479A of the Companies Act 2006. Sarracenia Limited and Marketforce (U.K.) Limited are exempt from the requirement to file audited financial statements by virtue of Section 480 of the Companies Act 2006.
On 1 December 2025 the Board approved a share buyback of up to £30.0m which is expected to commence in 2026.
On 12 November 2025, the Board made the decision to close the operations of Mozo Pty Ltd.
On 4 March 2025, the Group acquired 100% of the shares in RNWL Ltd, an insurance digital wallet, for initial cash consideration of £2.8m. On acquisition, a further variable deferred consideration up to a total value of £60m could be paid subject to meeting certain financial targets based on the following 5 year period ending 30 September 2030. The table below includes £4.3m as contingent consideration, which represents its fair value at the date of acquisition. At the reporting date, the fair value of the contingent consideration has increased to £4.6m due to discounting. The impact of the acquisition on the consolidated balance sheet was:
| Fair value £m |
|
|---|---|
| Intangible assets | 6.5 |
| Tangible assets | − |
| Cash and cash equivalents | 0.1 |
| Trade and other receivables | − |
| Trade and other payables | (0.1) |
| Deferred tax | (1.6) |
| Net assets acquired | 4.9 |
| Goodwill | 2.2 |
| 7.1 | |
| Consideration: | |
| Cash | 2.8 |
| Contingent | 4.3 |
| Total consideration | 7.1 |
RNWL is an FCA-regulated digital wallet that organises customers' details across insurance policies and provides reminders of road tax, MOT and breakdown support. RNWL supports the acceleratation of Future's focus on customers' loyalty in Go.Compare, by increased focus on customer retention through the acquired developed technology. RNWL forms part of the Go.Compare cash generating unit. Goodwill is attributed to the strategic value associated with potential further development and exploitation of RNWL's technology which had not commenced or could not be separately recognised at acquisition. The intangibles recognised, including the goodwill, are expected to be deductible for tax purposes.
Acquisition related costs of £0.7m were recognised as an expense within operating expenses in the Consolidated statement of profit or loss. RNWL was not revenue generating prior to acquisition, and has now been fully integrated post acquisition. As such no revenue/profit has been recognised in the above table.
On 15 May 2025, the Group acquired 100% of the issued share capital and voting rights of Kwizly, which provides audience engagement tools including quizzes, games and polls embedded into websites, for initial consideration of £0.6m. Further deferred consideration is payable contingent on the acquired team remaining in the business for 2 and 4 years, both for £0.4m. As this is contingent on employment, this will be treated as post-combination remuneration costs. Goodwill of £0.6m has been recognised for the acquisition of Kwizly and is attributed to the expertise of the acquired team in providing audience engagement tools and the value they could bring to Future's online content. Kwizly forms part of the B2C cash generating unit.
Annual Report and Accounts 2025 Financial Statements 173
The Directors believe that adjusted results and adjusted earnings per share provide additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term 'adjusted' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit. Adjustments are made in respect of:
| Adjusting item | Explanation |
|---|---|
| Share-based payments | Share-based payment expenses (relating to equity-settled share awards with vesting periods longer than 12 months), together with associated social security costs, are excluded from the adjusted results of the Group as the Directors believe they result in a level of charge that would distort the user's view of the core trading performance of the Group. |
| Transaction and integration related costs | Although transactions are a key part of the Group's strategy, the Group adjusts for costs relating to the completion and subsequent integration of acquisitions and other corporate transactions, initiated within 12 months of the completion date, as these costs are not related to the core trading of the Group and not doing so would distort the Group's results, so as to assist the user of the financial statements to understand the results of the core underlying operations of the Group. Details of transaction and integration related costs are shown on page 175. |
| Exceptional items | The Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its size, is significant and/or is not related to the core trading of the Group so as to assist the user of the financial statements to understand the results of the core underlying operations of the Group. Details of exceptional items are shown in note 5. |
| Amortisation of acquired intangible assets | The amortisation charge for those intangible assets recognised on business combinations is excluded from the adjusted results of the Group since they are non-cash charges arising from non-trading investment activities. As such, they are not considered to be reflective of the core trading performance of the Group. This is consistent with industry peers and how certain external stakeholders monitor the performance of the business. |
| Amortisation of non acquired intangible assets, depreciation and interest |
Adjusted EBITDA excludes the amortisation charge for computer software and website development, as well as amortisation of acquired intangible assets, depreciation and interest. |
| Unwinding of discount on contingent consideration |
The Group excludes the unwinding of the discount on contingent consideration from the Group's adjusted results on the basis that it is non-cash and the balance is driven by the Group's assessment of the relevant discount rate to apply. Excluding this item ensures comparability with prior periods. |
| Change in the fair value of contingent consideration |
The Group excludes the remeasurement of these acquisition-related liabilities from its adjusted results as the impact of remeasurement can vary significantly. |
The tax related to adjusting items is the tax effect of the items above, movement in uncertain tax provisions and adjustments in respect of prior years, calculated using the standard rate of corporation tax in the relevant jurisdiction.
Reference to 'core' or 'underlying' reflects the trading results of the Group without the impact of amortisation of acquired intangible assets, transaction and integration related costs, exceptional items, share-based payment expenses (relating to equity-settled share awards with vesting periods longer than 12 months), together with associated social security costs, unwinding of discount on contingent consideration and any tax related effects that would otherwise distort the users understanding of the Group's performance.
A summary table of all measures is included in the table overleaf.
| APM (adjusted performance measure) |
Closest equivalent statutory measure |
Definition |
|---|---|---|
| Adjusted EBITDA | Operating profit | Adjusted EBITDA represents operating profit before share-based payments (relating to equity-settled awards with vesting periods longer than 12 months) and related social security costs, amortisation, depreciation, transaction and integration related costs and exceptional items. |
| Adjusted EBITDA margin is adjusted EBITDA as a percentage of revenue. | ||
| Adjusting items are shown on page 175 and are defined in the table above. | ||
| Adjusted operating profit | Operating profit | Adjusted operating profit represents operating profit before share-based payments (relating to equity-settled awards with vesting periods longer than 12 months) and related social security costs, amortisation of acquired intangible assets, transaction and integration related costs and exceptional items. |
| This is a key management incentive metric, used within the Group's Deferred Annual Bonus Plan. | ||
| Adjusted operating profit margin is adjusted operating profit as a percentage of revenue. | ||
| Adjusting items are shown in the table on page 175 and defined in the table above. | ||
| Adjusted profit before tax |
Profit before tax |
Adjusted profit before tax represents profit before tax before share-based payments (relating to equity-settled awards with vesting periods longer than 12 months) and related social security costs, net finance costs, amortisation of acquired intangible assets, transaction and integration related costs, exceptional items, unwinding of discount and fair value movements on contingent consideration. |
| Adjusting items are shown in the table on page 175 and defined in the table above. | ||
| Adjusted profit after tax |
Profit after tax | Adjusted profit after tax represents profit after tax before share-based payments (relating to equity-settled awards with vesting periods longer than 12 months) and related social security costs, net finance costs, amortisation of acquired intangible assets, transaction and integration related costs, exceptional items, unwinding of discount, fair value movements on contingent consideration and the impact of tax on adjusting items. |
| Adjusting items are shown in the table on page 175 and defined in the table above. | ||
| Adjusted diluted earnings per share |
Diluted earnings per share |
Adjusted diluted earnings per share (EPS) represents adjusted profit after tax divided by the weighted average dilutive number of shares at the year end date. |
| This is a key management incentive metric, used within the Group's Performance Share Plan. | ||
| A reconciliation is provided on page 178. | ||
| Adjusted effective tax rate |
Effective tax rate |
Adjusted effective tax rate is defined as the effective tax rate adjusted for the tax impact of adjusting items including adjustments in respect of prior year and any other one-off impacts , including adjustments in respect of previous years. The tax impact of adjusting items is provided on page 175. |
| Adjusted operating cash flow |
Operating cash flow | Adjusted operating cash flow represents cash generated from operations adjusted to exclude cash flows relating to transaction and integration related costs, exceptional items and payment of accrual for employer's taxes on share-based payments relating to equity settled share awards with vesting periods longer than 12 months, and to include lease repayments following adoption of IFRS 16 Leases. |
| Adjusted free cash flow |
Operating cash flow | Adjusted free cash flow is defined as adjusted operating cash flow less capital expenditure. Capital expenditure is defined as cashflows relating to the purchase of property, plant and equipment and purchase of computer software and website development. |
| Net debt excluding lease liability |
The aggregation of cash and debt |
Net debt excluding lease liability is defined as the aggregate of the Group's cash and cash equivalents and its external bank borrowings net of capitalised bank arrangement fees. It does not include lease liabilities recognised following the adoption of IFRS 16 Leases, or other financial liabilities. |
| Organic growth | Organic growth is defined as the like for like portfolio, including the impact of closures and new launches, but excluding acquisitions and disposals made during FY 2025 and FY 2024 at constant foreign exchange rates. Constant foreign exchange rates is defined as the average rate for FY 2025. |
|
| Constant currency | Constant currency translates the financial statements at fixed exchange rates to eliminate the effect of foreign exchange on the financial performance. Constant foreign exchange rates is defined as the average rate for FY 2025. |
There are limitations to the use of APMs; these include that the APMs exclude the deprecation and amortistion of intangible, but do not similarly exclude the revenue generated by these assets. Similarly the APMs exclude significant recurring business transactions that impact performance and cash flows.
Reconciliation between revenue and organic revenue at constant currency:
| 2025 £m |
Restated 2024 £m |
YoY Var | |
|---|---|---|---|
| Revenue | 739.2 | 788.2 | (6.2%) |
| Revenue from acquisitions and disposals which have not been wholly owned for a full financial year | (4.6) | (18.2) | |
| Organic revenue at actual currency | 734.6 | 770.0 | (4.6%) |
| Impact of FX at constant rates | 0.1 | (9.4) | |
| Organic revenue | 734.7 | 760.6 | (3.4%) |
A reconciliation of adjusted EBITDA and adjusted operating profit to profit before tax is shown below:
| 2025 £m |
2024 £m |
|
|---|---|---|
| Adjusted EBITDA | 223.4 | 239.1 |
| Depreciation (note 11) | (6.9) | (6.5) |
| Amortisation of non-acquired intangibles (note 12) | (11.1) | (10.4) |
| Adjusted operating profit | 205.4 | 222.2 |
| Share-based payments (including social security costs) (note 24) | (5.5) | (8.9) |
| Transaction and integration related costs | (7.2) | (5.9) |
| Exceptional items (note 5) | (17.5) | (7.0) |
| Amortisation of acquired intangibles (note 12) | (53.3) | (66.7) |
| Operating profit | 121.9 | 133.7 |
| Net finance costs | (30.0) | (30.5) |
| Profit before tax | 91.9 | 103.2 |
Transaction and integration related costs are shown in the table below:
| 2025 £m |
2024 £m |
|
|---|---|---|
| Transaction and integration related costs | 7.2 | 5.9 |
| Total charge | 7.2 | 5.9 |
Transaction and integration related costs of £7.2m incurred in the year reflect £1.6m of post-integration IT system costs and associated fees, and £0.9m of transaction related costs. £2.4m relates to professional fees to support portfolio optimisation across the Group's divisions, of which £0.7m relates to rationalisation of previously acquired subsidiaries. A charge of £2.3m has been provided for historic sales taxes arising from a post integration tax compliance review.
Included below is a reconciliation between the statutory and adjusted tax charge:
| 2025 £m |
2024 £m |
|
|---|---|---|
| Total statutory tax charge | 25.6 | 26.4 |
| Tax effect of adjusting items: | ||
| Exceptional items | 1.6 | 1.0 |
| Transaction and integration related costs | 0.9 | 1.5 |
| Share based payments | 1.0 | 2.3 |
| Amortisation of acquired intangibles | 14.2 | 15.6 |
| Adjustments in respect of previous years | 1.0 | 2.5 |
| Total adjusted tax charge | 44.3 | 49.3 |
<-- PDF CHUNK SEPARATOR -->
A reconciliation of cash generated from operations to adjusted free cash flow is shown below:
| 2025 £m |
2024 £m |
|
|---|---|---|
| Cash generated from operations | 188.3 | 230.0 |
| Cash flows related to transaction and integration related costs | 5.7 | 7.5 |
| Cash flows related to exceptional items | 4.8 | 5.3 |
| Settlement of social security costs on share based payments¹ | 0.6 | 0.3 |
| Lease payments | (6.2) | (6.9) |
| Adjusted operating cash inflow | 193.2 | 236.2 |
| Cash flows related to capital expenditure | (16.2) | (13.9) |
| Adjusted free cash flow | 177.0 | 222.3 |
¹ Relating to equity-settled share awards with vesting periods longer than 12 months.
A reconciliation between earnings per share and adjusted earnings per share is shown in the table below:
| The adjustments to profit after tax have the following effect: | 2025 | 2024 |
|---|---|---|
| Profit after tax (£m) | 66.3 | 76.8 |
| Share-based payments (including social security costs) (£m) | 5.5 | 8.9 |
| Transaction and integration related costs (£m) | 7.2 | 5.9 |
| Exceptional items (£m) | 17.5 | 7.0 |
| Amortisation of intangible assets arising on acquisitions (£m) | 53.3 | 66.7 |
| Decrease in fair value of contingent consideration (£m) | − | (0.1) |
| Unwinding of discount on contingent consideration (£m) | 0.3 | − |
| Unwinding of discount on deferred consideration (£m) | − | 0.2 |
| Tax effect of the above adjustments and the impact of tax items relating to prior years (£m) | (18.7) | (22.9) |
| Adjusted profit after tax (£m) | 131.4 | 142.5 |
| Weighted average number of shares in issue during the year: | ||
| - Basic | 105,792,764 | 114,355,263 |
| - Dilutive effect of share options | 953,085 | 696,450 |
| - Diluted | 106,745,849 | 115,051,713 |
| Basic earnings per share (in pence) | 62.7 | 67.2 |
| Adjusted basic earnings per share (in pence) | 124.2 | 124.6 |
| Diluted earnings per share (in pence) | 62.1 | 66.8 |
| Adjusted diluted earnings per share (in pence) | 123.0 | 123.9 |
| The adjustments to profit after tax have the following effect: | ||
| Basic earnings per share (pence) | 62.7 | 67.2 |
| Share-based payments (including social security costs) (pence) | 5.2 | 7.8 |
| Transaction and integration related costs (pence) | 6.8 | 5.2 |
| Exceptional items (pence) | 16.5 | 6.1 |
| Amortisation of intangible assets arising on acquisitions (pence) | 50.4 | 58.3 |
| Decrease in fair value of contingent consideration (pence) | − | (0.1) |
| Unwinding of discount on contingent consideration (pence) | 0.3 | − |
| Unwinding of discount on deferred consideration (pence) | − | 0.2 |
| Tax effect of the above adjustments and the impact of tax items relating to prior years (pence) | (17.7) | (20.1) |
| Adjusted basic earnings per share (pence) | 124.2 | 124.6 |
| Diluted earnings per share (pence) | 62.1 | 66.8 |
| Share-based payments (including social security costs) (pence) | 5.2 | 7.7 |
| Transaction and integration related costs (pence) | 6.7 | 5.1 |
| Exceptional items (pence) | 16.4 | 6.1 |
| Amortisation of intangible assets arising on acquisitions (pence) | 49.9 | 58.0 |
| Decrease in fair value of contingent consideration (pence) | − | (0.1) |
| Unwinding of discount on contingent consideration (pence) | 0.2 | − |
| Unwinding of discount on deferred consideration (pence) | − | 0.2 |
| Tax effect of the above adjustments and the impact of tax items relating to prior years (pence) | (17.5) | (19.9) |
The definition of net debt excluding lease liability is provided on page 174.
| 30 September 2024 £m |
Net cash flows £m | Recognised on acquisition £m |
Other non-cash changes £m |
Exchange movements £m |
30 September 2025 £m |
|
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 39.7 | (11.4) | 0.1 | − | (0.8) | 27.6 |
| Debt due within one year | (20.0) | 20.0 | − | − | − | − |
| Debt due after more than one year | (276.2) | (23.7) | − | (4.1) | − | (304.0) |
| Net debt excluding lease liability | (256.5) | (15.1) | 0.1 | (4.1) | (0.8) | (276.4) |
| 30 September 2023 £m |
Net cash flows £m |
Other non-cash changes £m |
Exchange movements £m |
30 September 2024 £m |
|
|---|---|---|---|---|---|
| Cash and cash equivalents | 60.3 | (18.9) | − | (1.7) | 39.7 |
| Debt due within one year | − | − | (20.0) | − | (20.0) |
| Debt due after more than one year | (387.5) | 93.0 | 16.1 | 2.2 | (276.2) |
| Net debt excluding lease liability | (327.2) | 74.1 | (3.9) | 0.5 | (256.5) |
| 2025 £m |
2024 £m |
|
|---|---|---|
| Net debt excluding lease liability at start of year | (256.5) | (327.2) |
| Decrease in cash and cash equivalents | (11.3) | (18.9) |
| Net movement in borrowings | (3.7) | 93.0 |
| Amortisation of loan issue costs | (4.1) | (3.9) |
| Exchange movements | (0.8) | 0.5 |
| Net debt excluding lease liability at end of year | (276.4) | (256.5) |
| Net debt excluding lease liability/Bank EBITDA | Leverage in respect of any Relevant Period shall not exceed 3.00:1.00 | |||
|---|---|---|---|---|
| Bank EBITDA/Interest | Interest Cover in respect of any Relevant Period shall not be less than 4.00:1.00 |
Leverage is defined as net debt excluding lease liability (excluding capitalised bank arrangement fees and including any non-cash ancillaries), as a proportion of Bank EBITDA and including the 12 month trailing impact of acquired businesses (in line with the Group's bank covenants definition). Bank EBITDA is defined as earnings less interest, tax, depreciation and amortisation and also adjusted for the adjusting items set out on page 173. A reconciliation between operating profit and bank EBITDA is provided on page 175.
The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at 30 September 2025 is set out in the following table:
| 30 September 2025 |
30 September 2024 |
Covenant 2025 | Covenant 2024 | |
|---|---|---|---|---|
| Net debt excluding lease liability/Bank EBITDA | 1.3 times | 1.1 times | < 3.0 times | < 3.0 times |
| Bank EBITDA/Interest | 9.5 times | 9.1 times | > 4.0 times | > 4.0 times |
A reconciliation between operating profit and bank EBITDA is provided in the table below:
| Group 2025 £m |
Group 2024 £m |
|
|---|---|---|
| Operating profit | 121.9 | 133.7 |
| Share-based payments (including social security costs) (note 24) | 5.5 | 9.1 |
| Transaction and integration related costs (note 3) | 7.2 | 5.9 |
| Exceptional items (note 5) | 17.5 | 7.0 |
| Depreciation (excluding depreciation of right-of-use assets) (note 11) | 2.6 | 2.6 |
| Amortisation of intangible assets (note 12) | 64.4 | 77.1 |
| Net interest payable on lease liabilities (note 7) | (1.5) | (1.7) |
| Bank EBITDA | 217.6 | 233.7 |
The table below provides a reconcilation between adjusted and statutory measures, along with the impact of each adjusting item:
| 2025 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Statutory | Share-based payments |
Exceptional items |
Transaction and integration related costs |
Amortisation of acquired |
intangibles Finance costs | Tax impact |
Depreciation of Right of Use assets |
Lease Payments |
Net interest payable on lease liabilities |
Adjusted | |
| Revenue (£m) | 739.2 | − | − | − | − | − | − | − | − | − | 739.2 |
| Operating profit (£m) | 121.9 | 5.5 | 17.5 | 7.2 | 53.3 | − | − | − | − | − | 205.4 |
| Net finance (costs)/income (£m) | (30.0) | − | − | − | − | 0.3 | − | − | − | − | (29.7) |
| Profit before tax (£m) | 91.9 | 5.5 | 17.5 | 7.2 | 53.3 | 0.3 | − | − | − | − | 175.7 |
| Tax (£m) | (25.6) | (1.0) | (1.6) | (0.9) | (14.2) | − | (1.0) | − | − | − | (44.3) |
| Profit after tax (£m) | 66.3 | 4.5 | 15.9 | 6.3 | 39.1 | 0.3 | (1.0) | − | − | − | 131.4 |
| Basic earnings per share (pence) |
62.7 | 4.3 | 15.0 | 6.0 | 37.0 | 0.2 | (1.0) | − | − | − | 124.2 |
| Diluted earnings per share (pence) | 62.1 | 4.2 | 14.9 | 5.9 | 36.6 | 0.2 | (0.9) | − | − | − | 123.0 |
| EBITDA (£m) | 217.6 | − | − | − | − | − | − | 4.3 | − | 1.5 | 223.4 |
| Operating Cash (£m) | 188.3 | 0.6 | 4.8 | 5.7 | − | − | − | − | (6.2) | − | 193.2 |
| Statutory | Share-based payments |
Exceptional items |
Transaction and integration related costs |
Amortisation of acquired intangibles |
Finance costs |
Tax impact |
Depreciation of Right of Use assets |
Lease Payments |
Net interest payable on lease liabilities |
Adjusted | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue (£m) | 788.2 | − | − | − | − | − | − | − | − | − | 788.2 |
| Operating profit (£m) | 133.7 | 8.9 | 7.0 | 5.9 | 66.7 | − | − | − | − | − | 222.2 |
| Net finance (costs)/income (£m) | (30.5) | − | − | − | − | 0.1 | − | − | − | − | (30.4) |
| Profit before tax (£m) | 103.2 | 8.9 | 7.0 | 5.9 | 66.7 | 0.1 | − | − | − | − | 191.8 |
| Tax (£m) | (26.4) | (2.3) | (1.0) | (1.5) | (15.6) | − | (2.5) | − | − | − | (49.3) |
| Profit after tax (£m) | 76.8 | 6.6 | 6.0 | 4.4 | 51.1 | 0.1 | (2.5) | − | − | − | 142.5 |
| Basic earnings per share (pence) | 67.2 | 5.8 | 5.2 | 3.8 | 44.7 | 0.1 | (2.2) | − | − | − | 124.6 |
| Diluted earnings per share (pence) | 66.8 | 5.7 | 5.2 | 3.8 | 44.5 | 0.1 | (2.2) | − | − | − | 123.9 |
| EBITDA (£m) | 233.7 | − | − | − | − | − | − | 3.9 | − | 1.5 | 239.1 |
| Operating Cash (£m) | 230.0 | 0.3 | 5.3 | 7.5 | − | − | − | − | (6.9) | − | 236.2 |
2024
The Company's website at www.futureplc. com contains the latest information for shareholders, including press releases. Email alerts of the latest news, press releases and financial reports about Future plc may be obtained by registering for the email news alert service on the website.
The latest price of the Company's ordinary shares is available on www. londonstockexchange.com. Future's ticker symbol is FUTR. It is recommended that you consult your financial adviser and verify information obtained before making any investment decision.
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Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE
| Event | Date |
|---|---|
| Annual General Meeting | 11 February 2026 |
| Ex dividend date for the FY 2025 final dividend | 15 January 2026 |
| FY 2025 final dividend payment date | 11 February 2026 |
Announcement of the preliminary results for the year ended 30 September 2025 3 December 2025
Notice is given that the Annual General Meeting of Future plc will be held at 11.00 am on Thursday 5 February 2026 at Future's London office at 121 - 141 Westbourne Terrace, Paddington, London, W2 6JR to consider and, if thought fit, pass the following resolutions:



to holders of other equity securities as
required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
That, if resolution 15 is passed, the Directors be authorised to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
i) to the allotment of equity securities in connection with an offer of or other invitation to apply for equity securities (but in the case of the authorisation granted under resolution 15.a. ii), such powers shall be limited to a fully pre-emptive offer only):
ii) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph i) above) up to a nominal amount of £1,440,851.85; and
iii) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph i) or paragraph ii) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph ii) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice (the "Statement of Principles"), such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 4 May 2027 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
i) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,440,851.85, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles; and
ii) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph i) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph i) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles, such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 4 May 2027 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
20.That the Company is generally and unconditionally authorised for the purpose of Section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares on such terms and in such manner as the Directors of the Company may from time to time decide, provided that:
a) the maximum aggregate number of ordinary shares which may be purchased is 9,605,679, representing approximately 10 per cent of the Company's issued ordinary share capital;
b) the minimum price (excluding expenses) which may be paid for each ordinary share is 15 pence (being the nominal value);
c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:
i) an amount equal to 105 per cent of the average market value of an ordinary share as derived from the London Stock Exchange
Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, in each instance, any number of ordinary shares on the trading venues where the purchase is carried out; and
d) unless previously revoked, varied or renewed by the Company in general meeting, the authority granted by this resolution shall expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 4 May 2027 but, in each case, prior to its expiry the Company may enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority and may make purchases of ordinary shares pursuant to such contract as if this authority had not expired.
By order of the Board David Bateson Company Secretary 3 December 2025 Future plc, Quay House, The Ambury, Bath BA1 1UA Registered in England and Wales: 03757874
For each of the following resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
The Directors present to shareholders at the Annual General Meeting ("AGM") the Reports of the Directors and Auditor and the financial statements of the Company for the year ended 30 September 2025.
This resolution seeks shareholder approval to pay a final dividend of 17p per ordinary share for the year ended 30 September 2025. The dividend, if approved, will be payable on 11 February 2026 to shareholders on the register at the close of business on 16 January 2026.
This resolution seeks shareholder approval for the Directors' Remuneration Policy ('Remuneration Policy'), the proposals for which have been the subject of extensive consultation with our shareholders since June 2025. The proposed changes to the Remuneration Policy are set out on pages 112 to 117 of the Annual Report. The Board believes that the amended Remuneration Policy offers a greater ability to align remuneration with the Company's strategy.
A change is also proposed to the Remuneration Policy, to align the change of control provisions with the current contractual notice periods contained in the employment contracts of the Executive Directors (i.e., an increase of 6 to 12 months).
Resolution 4 seeks shareholder approval for the Directors' Remuneration Report on pages 96 to 111 of the Annual Report. The FY 2025 Annual Report on Remuneration (which starts on page 103) gives details of the implementation of the Company's Remuneration Policy, approved by shareholders at the AGM in February 2023, in terms of the payments and share awards made to the Directors in connection with their performance and that of the Company during the year ended 30 September 2025. It also gives details of how the Company intends to apply the Remuneration Policy, subject to approval of the changes to the Remuneration Policy proposed by Resolution 3, in practice for FY 2026. This vote is advisory and the Directors' entitlement to remuneration is not conditional on it. The Company's Auditor during the year, Deloitte LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 119 to 129 of the Annual Report.
A biography of each Director, including a description of the skills and experience they contribute to the Board, appears on pages 80 and 81 of the Annual Report and is also available on the Company's website at www. futureplc. com/governance/.
In accordance with the recommendations of the UK Corporate Governance Code, every Director is required to retire from office at every AGM. Any Director eligible, in accordance with the Company's Articles of Association (the 'Articles'), may stand for
re-election. The Company's Chair confirms that, following the evaluation process, as described on page 83 of the Annual Report, the performance of each Director standing for re-election and election continues to be effective and that they have each demonstrated a strong commitment to their role. In reaching its recommendations the Board considered the individual skills and experience brought by each Director and the overall skill set of the Board. The Board also carefully considers other commitments held by each Director.
Where a Director holds other roles, and prior to accepting any additional roles, attention is paid to ensuring they are able to commit sufficient time to the Company. The Board has determined that each Director has the ability to continue to provide the level of focus and time required to fulfil their individual obligations at the Company notwithstanding their external appointments.
An independent auditor is required to be appointed at each general meeting at which accounts are presented to shareholders.
Under Resolution 13 the Directors propose to reappoint Deloitte LLP as the Company's independent auditor. More information about the decision to appoint Deloitte LLP can be found in the Audit and Risk Committee report on page 88 of the Annual Report.
Resolution 14 seeks shareholder authorisation for the Audit and Risk Committee to decide the Auditor's fee, which is standard practice.
At the AGM held in February 2025, the Directors were given the authority to allot shares without the prior consent of shareholders for a period expiring at the conclusion of the AGM to be held in 2026 or, if earlier, on 4 May 2026. It is proposed to renew this authority and to authorise the Directors under section 551 of the Companies Act 2006 to allot ordinary shares or grant rights to subscribe for or convert any security into shares in the Company for a period expiring at the conclusion of the AGM to be held in 2027 or, if earlier, the close of business on 4 May 2027. This resolution, which follows the guidelines issued by the Investment Association, will allow the Directors to:
a) allot ordinary shares up to a maximum nominal amount of £4,802,839.50, representing approximately one third (33.33 per cent) of the Company's existing issued
share capital and calculated as at 2 December 2025 (being the last practicable date prior to publication of this notice); and
b) allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to a maximum nominal amount (including any shares allotted under the paragraph above) of £9,605,679, representing approximately two thirds (66.67 per cent) of the Company's existing issued share capital and calculated as at 2 December 2025 (being the last practicable date prior to publication of this notice).
The Directors have no present intention of allotting shares under the authority conferred by this resolution, but believe that the flexibility allowed by this resolution may assist them in taking advantage of business opportunities as they arise.
If they do exercise this authority, the Directors intend to follow best practice as recommended by the Investment Association. As at 2 December 2025 (being the last practicable date prior to publication of this notice) the Company does not have any shares in treasury.
It remains the policy of the Company not to make political donations or to incur political expenditure, as those expressions are normally understood. However, following broader definitions introduced by the Act, the Directors continue to propose a resolution designed to avoid inadvertent infringement of these definitions.
The Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £50,000 in any 12-month period, and for any political expenditure, subject to limited exceptions.
The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could also include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or to influence support for any particular political party.
The Company operates the Future plc 2023 Performance Share Plan (the 'Plan'), which
was approved by shareholders in 2023 and is used to make long term share awards to employees. The Company is proposing to make two changes to the Plan, as follows: (i) to confirm that the Plan may be used to grant awards subject to time-vesting only, in addition to awards subject to specific performance conditions; and (ii) to update the Plan's dilution limits in line with latest investor guidelines.
(i) Performance Conditions. The Plan currently states that the vesting of awards will be conditional on the satisfaction of one or more performance conditions.
The Company wishes to amend this provision to make it clear that the Board may choose whether or not to include specific performance conditions when granting awards. This change is being made to confirm that the Plan has the flexibility to grant both performance-vesting awards (PSUs) and time-vesting awards (RSUs) to participants, including to Executive Directors (as proposed under the Remuneration Policy).
Where awards are not subject to specific performance conditions, they will be subject to an underpin, as described in the Remuneration Policy.
(ii) Dilution limits. The Plan includes limits ('Dilution Limits') on the use of newly issued shares or treasury shares of the Company to satisfy awards.
These Dilution Limits were implemented in line with the investor guidelines in force at the time the Plan was approved. The Dilution Limits state that an award under the Plan may not be granted if it may cause, in any rolling 10-year period, (a) the total number of shares allocated under all of the Company's employee share plans to exceed 10%, or (b) the total number of shares allocated under the Company's discretionary share plans to exceed 5%.
Shares will count towards those Dilution Limits if an award has been granted over shares and that award has either been settled using new-issue or treasury shares or that award remains outstanding and could possibly be settled using new issue or treasury shares (whether or not it is anticipated that awards will in fact be settled in that way).
The Company wishes to amend the Dilution Limits to: (i) adjust how the dilution is calculated so that the limits are calculated by reference to the actual dilution impact rather than the maximum possible dilution; and (ii)
remove the 5% limit. These updates are in line with updated investor guidelines.
Having carefully considered the proposed amendments to the Plan, and reviewed recent changes to institutional investor guidance, the Remuneration Committee has concluded that the amendments would be in the best interests of the Company to allow it more flexibility in terms of how it deploys its capital and to also potentially mitigate some of the operational costs of acquiring shares in the market to satisfy employee awards.
The Group will continue to carefully plan and monitor its use of new issue and treasury shares under its employee share plans within the limits set out in investor guidance.
An updated draft of the Plan, which includes both of these changes, will be available for inspection through the FCA's National Storage Mechanism https://www.fca.org.uk/markets/ primary-markets/regulatory-disclosures/ national-storage-mechanism and will be available for review at the place of the AGM for at least 15 minutes prior to and until the conclusion of the meeting.
For each of the following resolutions to be passed, at least 75 per cent of the votes cast must be in favour of the resolution.
At last year's meeting, special resolutions were passed, under sections 570 and 573 of the Act, empowering the Directors to allot equity securities for cash without a prior offer to existing shareholders. Resolutions 18 and 19 will renew and, in the case of follow-on offers of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles only, extend these authorities. In line with the guidance set out in the Statement of Principles, if approved, resolution 18 will authorise the Board to allot equity securities (as defined in section 560 of the Act) for cash and/or to sell ordinary shares held by the Company as treasury shares for cash on a non-pre-emptive basis. The authority will be limited to: (i) the allotment for fully preemptive offers; (ii) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) above) up to a nominal amount of £1,440,851.85, which represents approximately 10% of the issued share capital of the company as at 2 December 2025 (being the latest practicable date prior to publication of this notice); and (iii) the allotment of equity securities or sale of treasury shares (otherwise than under (i) or (ii)
above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under (ii), such authority to be used only for the purposes of making a follow on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles.
In line with the guidance set out in the Statement of Principles, if approved, resolution 19 will additionally authorise the Board to allot equity securities (as defined in section 560 of the Act) and/or sell ordinary shares held by the Company as treasury shares for cash on a non pre-emptive basis.
This additional authority will be limited to: (i) the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,440,851.85, which represents approximately 10% of the issued share capital of the Company as at 2 December 2025 (being the latest practicable date prior to publication of this notice), for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles and which is announced at the same time as the allotment, or has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment; and (ii) the allotment of equity securities or sale of treasury shares (otherwise than under (i)) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under (i), such authority to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph three of Section 2B of the Statement of Principles.
The Directors consider the authorities in these two resolutions to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a fully pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emptive provisions. The Directors have no present intention to make use of these authorities. If the powers sought by Resolutions 18 and 19 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the Statement of Principles and, where relevant, follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.
The authorities sought under resolutions 18 and 19 will, if granted, lapse at the conclusion of the next Annual General Meeting or, if earlier, the close of business on 4 May 2027.
At the AGM last year, the Directors were given authority to make on-market purchases of ordinary shares up to a maximum of approximately 10 per cent of the Company's issued share capital . This authority will expire at the conclusion of this year's Annual General Meeting.
Resolution 20, which will be proposed as a special resolution, seeks to renew the authority granted at the AGM last year and gives the Company authority to buy back its own ordinary shares in the market as permitted by the Act.
In line with institutional investor guidelines, the authority limits the numbers of shares that could be purchased to a maximum of 9,605,679 ordinary shares (representing approximately 10 per cent of the issued ordinary share capital (excluding treasury shares)) of the Company as at 2 December 2025 (being the latest practicable date prior to publication of this notice). The authority sought under Resolution 20 will, if granted, lapse at the conclusion of the next Annual General Meeting or, if earlier, the close of business on 4 May 2027. Any shares purchased will be cancelled.
The Directors intend to announce, on 4 December 2025, a further share repurchase programme of up to £30m. The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its shareholders generally.
The Company has options and awards outstanding over 2,699,605 ordinary shares, representing 2.8% of the Company's issued ordinary share capital (excluding treasury shares) as at 2 December 2025 (being the latest practicable date prior to the publication of the Notice). If the authority now being sought by resolution 20 were to be used in full, the total number of options and awards outstanding would represent 2.96% of the Company's issued ordinary share capital (excluding treasury shares) at that date.
The notice period for general meetings, as governed by the Act, is 21 days. The notice period can be less if shareholders approve a shorter notice period, however it cannot be shorter than 14 clear days. AGMs cannot be held at shorter notice and must always be held on at least 21 clear days' notice.
At last year's AGM, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice and it is proposed that this authority be renewed. The authority granted by this resolution, which will be proposed as a special resolution, if passed, will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.
Note, that if a general meeting is called on less than 21 clear days' notice, the Company will arrange for electronic voting facilities to be available to all shareholders. The flexibility offered by this resolution will be used where, taking into account the circumstances, and noting the recommendations of the UK Corporate Governance Code, the Directors consider this appropriate in relation to the business of the meeting and in the interests of the Company and shareholders as a whole.
If you are attending the meeting in person, please bring the attendance card attached to your form of proxy and arrive at Future's London office, 121 - 141 Westbourne Terrace, Paddington, London, W2 6JR, in sufficient time for registration.
We will keep you updated should the plans for our AGM change in light of future developments. Any change to the location, time or date of our AGM will be communicated to shareholders in accordance with our Articles of Association and by Stock Exchange Announcement.
Appointment of a proxy does not preclude a member from attending the meeting and voting in person. If a member has appointed a proxy and attends the meeting in person, the proxy appointment will automatically be terminated.
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE
not later than 11.00 am on Tuesday, 3 February 2026, being two business days before the time appointed for the holding of the meeting. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
including on the day of the meeting from 11.00 am until its completion.
A Nominated Person's main point of contact in terms of their investment in the Company remains the Relevant Member (or, perhaps, the Nominated Person's custodian or broker) and the Nominated Person should continue to contact them (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from the Nominated Person.
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by 11.00 am on Tuesday, 3 February 2026 or, if the meeting is adjourned, not less than 48 hours before the time fixed for the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy nstructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which
has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 am on Tuesday, 3 February 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
If more than one valid proxy appointment is submitted, the appointment received last before the deadline for the receipt of proxies will take precedence.
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE.
Note that the deadlines for receipt of proxy appointments (see above) also apply in relation to revocations; any revocation received after the relevant deadline will be disregarded.
representative exercises powers over the same share. Members considering the appointment of a corporate representative should check their own legal position, the company's articles of association and the relevant provision of the Act.
b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
the conduct of the audit) that are to be laid before the AGM.
Where the Company is required to publish such a statement on its website: a) it may not require the members making the request to pay any expenses incurred by the Company in complying with the request;
a) may be in hard copy form or in electronic form and must be authenticated by the person or persons making it (see note 19(d) and (e) below); b) should either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; and c) must be received by the Company at least one week before the AGM.
The conditions are that: a) any resolution must not, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); b) the resolution or matter of business must not be defamatory of any person, frivolous or vexatious;
c) the request:
ii) must identify the resolution or the matter of business of which notice is to be given by either setting it out in full or, if supporting a resolution/ matter of business sent by another member, clearly identifying the resolution/ matter of business which is being supported;
iii)in the case of a resolution, must be accompanied by a statement setting out the grounds for the request; iv)must be authenticated by the person or persons making it; and
v) must be received by the Company not later than six weeks before the date of the AGM; and
or by fax to +44(0)1225 732266 marked for the attention of the Company Secretary; and
Please state 'AGM' in the subject line of the email. You may not use this electronic address to communicate with the Company for any other purpose.
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