Future PLC - Audit Report / Information 2024

Future PLC

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Future annual

report 2024.

Contents

Annual Report and Accounts 2024

Future annual

report FY 2024

Contents

Annual Report and Accounts 2024

Future plc

Annual Report and Accounts 2024

Contents

Corporate Governance

Chair’s introduction

Governance framework

Board of directors

82 Nomination committee

85 Audit and risk committee

89 Directors’ report

Statement of Directors’ responsibilities

Director’s remuneration report

Annual report on remuneration

Financial Statements

117 Independent auditor’s report

128 Consolidated income statement

128 Consolidated statement of

comprehensive income

129 Consolidated statement of changes in equity

130 Company statement of changes in equity

131 Consolidated balance sheet

132 Company balance sheet

133 Consolidated cash ﬂow statement

133 Notes to the consolidated cash ﬂow statement

135 Material accounting policy information

140 Notes to the ﬁnancial statements

Shareholder information

174 Shareholder information

Strategic Report

Group overview

Chair’s statement

Our business model

Our strategy

Key Performance Indicators

Chief Executive’s Q&A

Operational review

Corporate responsibility

Our Future, Our Responsibility

Non-ﬁnancial information and

sustainability statement

How we engage with our stakeholders

40 Section 172(1) statement

Financial Review

43 Financial review

Risks and uncertainties

FY 2024 principal risks

Longer term viability statement

54 Taskforce on Climate-Related

Financial Disclosures

Future plc

Our purpose

We are the platform for creating and distributing trusted, specialist

content, to build engaged and valuable global communities

The successful execution of the strategy is based on

a value-led organisation with a clear purpose:

ignite

people’s

passions.

Group

overview

Introduction

Strategic report

Annual Report and Accounts 2024

Our ambition

Our ambition is to be a leading specialist media company

driving valuable outcomes for all our stakeholders:

The

most trusted, specialist

content

for our audiences

Being

expert partners

for our clients

healthy high-performing

organisation

for our employees

commercial success

for our shareholders

Future plc

FY 2024

FY 2023

Var

Revenue (£m)

788.2

788.9

ﬂat

Adjusted EBITDA

(£m)

239.1

276.8

(14)%

Adjusted operating proﬁt (£m)

222.2

256.4

(13)%

Adjusted operating proﬁt margin (%)

28%

32%

(4)ppt

Adjusted diluted EPS (p)

123.9p

140.9p

(12)%

Adjusted Free Cash Flow

(£m)

222.3

253.2

(12)%

Statutory results

FY 2024

FY 2023

Var

Revenue (£m)

788.2

788.9

ﬂat

Operating proﬁt (£m)

133.7

174.5

(23)%

Operating proﬁt margin (%)

17%

22%

(5)ppt

Proﬁt before tax (£m)

103.2

138.1

(25)%

Diluted EPS (p)

66.8p

94.1p

(29)%

Cash generated from operations (£m)

230.0

241.0

(5)%

For all deﬁnitions, please refer to the APM glossary on page 168

( including RoW)

Revenue (£m)

504.0

64%

284.2

36%

Media revenue (£m and % of total geographic revenue)

316.0

63%

212.5

75%

Magazines revenue (£m and % of total geographic revenue)

188.0

37%

71.7

25%

Employees (#)

2,276

76%

722

24%

Revenue diversiﬁcation by geography

Financial highlights FY 2024 adjusted results

* % of Group’s revenue

Our diversiﬁed business*

26%

66%

B2C

Go.Compare

B2B

Key

3 main businesses

38%

29%

33%

Advertising (Media)

Magazines

eCommerce afﬁliate

(Media)

Key

3 main categories

64%

36%

UK (including RoW)

Key

2 main geographies

Highlights

Group

overview

Strategic report

Annual Report and Accounts 2024

479

Audience

3.2

Ofﬂine

users

1.5

Circulation

353

website

sessions

221

Soclal users

178

Event

attendees

1.7

Subscriptions

250m

Off-platform

users

476

Digital

online

users

newsletters

226

Website

users

Apple News

Our audience & monetisation

Magazines

33% of Group’s revenue is made through

the direct purchase of content or services

by consumers - e.g. the sale of magazines

either directly from the newsstand or

through subscriptions, or the purchase of an

online membership.

Subscriptions print & digital

Newstrade

of Group

revenue

of Group

revenue

Our diversiﬁed monetisation

Our diversiﬁed audience

eCommerce afﬁliates (Media)

eCommerce afﬁliate is the commission we

earn when an online user clicks through to

a retailer or service provider’s website to

make a purchase. We offer this across our

content and comparison websites.

Services

Products

Rewards

Print advertising

Advertising (Media)

Is the revenue we earn from ads displayed

alongside this our content on various

platforms (our own websites, social

platforms, videos, email newsletters, and

events (physical or digital)).

Digital advertising

Newsletters

Branded content

Lead generation

Events

AVOD

Licensing

of Group

revenue

Future plc

Group

overview

Our brands

We operate over 200 brands

Strategic report

Annual Report and Accounts 2024

Chair’s

Statement

2023. Ivana is already contributing

signiﬁcantly to the Board debates with

her valuable US digital media experience

and network. She has also taken on

the Chair role of our Responsibility

Committee.

During the year, Penny Ladkin-Brand,

Chief Financial and Strategic Ofﬁcer

(CFSO) stepped down from the Board and

from her role in July 2024. Penny has been

a fantastic leader and Board member

over her nine-year tenure and has been

instrumental in the success of the Group.

I’d like to thank Penny for her major

contribution to the Group over the years.

In September, the Group welcomed

Sharjeel Suleman as Chief Financial

Ofﬁcer (CFO). Sharjeel joined us from

ITV where he held a variety of roles over

his past 19 years at ITV, including, most

recently, CFO of ITV Studios. We are very

pleased to have attracted such talent:

Sharjeel brings a wealth of expertise

in the media ecosystem, managing

international and complex businesses.

In October 2024, Jon Steinberg, Chief

Executive Ofﬁcer (CEO) announced

his intention to step down in 2025 to

relocate back to the US with his family.

Jon’s notice period is twelve months and

the Board has launched a search for his

successor, and will provide an update

when appropriate. Further details of the

search process can be found on page 75.

I would like to thank Jon for the

signiﬁcant contribution he has made to

the Group. Whilst we are disappointed

that he will be departing next year, we

respect Jon’s decision to return to the

US. The Growth Acceleration Strategy

(GAS) he has implemented is well

underway and continues to drive good

strategic and ﬁnancial progress.

Board diversity and succession is a

critical part of our Board discussion.

Since the departure of Penny Ladkin-

Brand, we no longer have a woman in

the role of Chief Financial Ofﬁcer and

the percentage of women on the Board

has reduced to 33 percent. Whilst the

Board recognises that an effective

Board with broad strategic perspective

requires diversity, and the Nominations

Committee has always been very mindful

of ensuring diversity on the Board, for

the reasons explained in our Board D&I

policy, ultimately the Board appoints

candidates based on merit and assesses

potential Directors against measurable,

objective criteria. Future has previously

had a strong record of Board gender

diversity, with women holding both the

CEO and CFSO roles until 2023 and on

31 December 2023, the percentage of

women on the Board was 44%, with one

of those Board members being ethnically

diverse. The succession process for the

CFO role was approached with diversity

as an important consideration, as was

the process for the CEO in 2023. In both

cases, the searches were supported by

external search consultancies, and the

candidate briefs explicitly mentioned

diversity as an important consideration.

For more information about our Board,

please go to the governance section on

page 72.

FY 2024 in review

This year we delivered on our promise

to return the Group to organic

revenue growth, with +1% organic

growth with statutory revenue of

£788.2m (FY 2023: £788.9m). This is

a solid achievement given continued

macroeconomic headwinds.

Additionally, we have maintained our

strong ﬁnancial characteristics of healthy

28% adjusted operating margin (FY

2023: 32%), operating margin 17% (FY

2023: 22%) and strong cash generation

with £230.0m of cash generated from

operations (FY 2023: 241.0m).

For more detail on the ﬁnancial review,

please go to the section on page 116.

Strategic review

In December 2023, Jon announced the

Growth Acceleration Strategy (GAS)

to return the Group to organic growth

whilst maintaining the Group’s strong

ﬁnancial characteristics of healthy

margin and high cash conversion.

The Growth Acceleration Strategy

(GAS) is articulated around three

strategic objectives of growing valuable

audiences, increasing revenue per user

whilst optimising the portfolio.

Our strategy is simple, we believe that

simplicity drives alignment but also the

ability to pivot which is paramount in a

fast evolving ecosystem.

The Growth Acceleration Strategy

(GAS) is supported by a two-year

investment, notably headcount additions

mainly in editorial and sales.

We are one year in and I am pleased

with early signs of success across

our revenue streams: from higher

“This year we

delivered on our

promise to return

to organic revenue

growth”

Richard Huntingford

Chair

Dear Shareholders,

FY 2024 was a year of change and

continued macro challenges. The

Group’s diversiﬁed business model

and laser focus on the execution of

the strategy has enabled the Group to

navigate the year successfully: making

progress on the strategy whilst meeting

market expectations and focusing on

creating value for all stakeholders.

I want to start by thanking all our

Future colleagues who once again have

showcased unparalleled dedication and

commitment: from creating the best

expert, insightful, unique content, to

providing very targeted audiences to

our clients, to managing our talent, to

managing our ﬁnances and enhancing

our tech stack. It is a privilege to

see the breadth of talent in action,

demonstrating the innovation, passion,

collaboration and resourcefulness that

embody the values that deﬁne and drive

Future’s success.

Board change

Succession is at the top of mind of

our Nomination Committee and the

Board reviews on a regular basis the

succession pipeline to ensure we

nurture internal talent.

As announced in last year’s report,

we were delighted to welcome Ivana

Kirkbride to the Board in December

Future plc

growth in non-car insurance revenue in

Go.Compare, to US digital advertising

growth in H2 to strong vouchers growth

or managing effectively the secular

decline in Magazines.

For more details on our strategy, please

go to the Strategy section on page 12.

Portfolio optimisation

As a Board, we regularly review

unemotionally our portfolio of assets to

ensure that we are the best operators

and maximise value creation.

During the year, we took the difﬁcult

but necessary decision to close a

number of assets that had low to no

growth prospects and on the path to no

proﬁtability. This process is continuous

and we will regularly review our portfolio

of assets to ensure the Group is

positioned for growth.

Capital allocation

Our capital allocation framework

is articulated around four priorities

(organic growth, M&A, debt repayment,

return to shareholders), the order of

which is continuously reviewed by the

Board in light of market conditions to

ensure we maximise the returns.

Given current market conditions, adding

to the Group content and capabilities

through strategic acquisitions is

challenging and therefore not an

immediate priority. However, should

market conditions change and

opportunities arise, the Group may

switch its focus back on M&A.

Therefore, capital allocation options

currently reside between debt

repayment and returning cash to

shareholders. Having carefully

assessed the relative elements, the

Board concluded that of the £230m

of cash generated from operations in

the year, £93m should be used for debt

repayment, £69m for shareholders

returns through two share buyback

programmes and a 3.4p dividend per

share. On 5 December, we will announce

a new share buyback programme of up to

£55m. For more on our capital allocation,

please see the section on page 13.

A responsible business

Acting as a responsible business for all

our stakeholders is at the core of our

values and purpose, and we seek to

create a culture which nurtures talent

and creates alignment across the whole

organisation.

During the year, we have launched our

new ﬁve values of being passionate,

resourceful, collaborative, results-driven

and innovative; these resonate with our

purpose and the principles that help shape

organisational culture, attract the right

talent, guide decision-making, and foster

long-term success by creating a strong

and positive identity for the Company.

For more information, please go to our

Responsibility section on page 20.

Looking forward

Whilst the current macroeconomic

conditions continue to be challenging

for consumers and businesses alike, I

am convinced that strong companies

like ours with clear, proven strategies,

resilient business models and leading

market positions have the capabilities to

come out of this cycle stronger.

We are already building capabilities to

capitalise on the opportunities through

the Growth Acceleration Strategy

(GAS). The execution of which will drive

accelerated organic revenue growth

whilst maintaining the Group’s strong

ﬁnancial characteristics of healthy

margin and high cash conversion.

I am very conﬁdent that Future will

continue its strong track record of

success in the coming years and, in

doing so, will drive return for all our

stakeholders.

Thank you for your continued and

valuable support.

With best wishes,

Richard

Richard Huntingford,

Chair

4 December 2024

Chair’s

Statement

Strategic report

Annual Report and Accounts 2024

It is about driving more valuable

audiences to our ecosystem (websites,

newsletters, events, magazines)

whilst increasing the revenue per

user by selling more premium

advertising inventory or a second

route of monetisation through afﬁliate

commissions, applied to over 200

brands in our portfolio and deployed

to acquisitions - when acquiring is

actionable.

Strategy is easy, execution is what

makes the difference.

This is why our strategy is simple

and communicated throughout the

organisation to ensure alignment; as

alignment drives ﬂawless execution.

We break down the strategy in steps.

This is important because it ensures

agility and the ability to pivot and

double down on potential tailwinds

whilst managing the potential

headwinds. This enables us to

prioritise to drive superior results.

In December 2023, we announced our

Growth Acceleration Strategy or GAS

like the fuel you put in your car, which

is articulated around three objectives:

• Reach valuable audiences

• Diversify and grow revenue per user

• Optimise the portfolio

The successful execution of GAS will

translate into an acceleration of organic

revenue growth whilst maintaining

strong ﬁnancial characteristics of healthy

margins and strong cash conversion.

Our business can be described through a simple equation of volume and price around which our strategy is articulated.

Total digital advertising market 2024 ($bn)*

303

Future digital advertising revenue (£m)

£53.9m

£137.2m

eMarketer forecast September 2024

This table depicts the differential between

the UK and the US digital advertising

market.

What is clear is the size of the opportunity:

The US digital advertising market is 8x the

size of the UK digital advertising market.

Yet at Future, the US digital advertising

revenue is only 2.5x the size of the UK digital

advertising market.

Our business model

At the heart of Future lies its expert and trusted content for specialised and passionate audiences

Operating as a responsible business driven by purpose, value and culture

Our strategic objectives

Reach valuable

audiences

Diversify & grow

revenue per user

Optimise

the portfolio

Outcome

Sustainable

revenue growth

Strong Free Cash Flow (FCF)

conversion

Efﬁcient and rational

capital allocation

The platform

Expert

content

Operating

model

Proprietary

technology

Accelerate

with M&A

Our purpose

We ignite

people’s

passion

Stakeholders

Our audiences

Our customers

Our people

Our shareholders

Our communities

Our business model

The US digital advertising opportunity

Future plc

Strategic objectives

We successfully deliver expert content

that our audiences want to consume about

the things that matter most to them. Our

audiences are largely endemic and intent-

led, so it is crucial for us to be a trusted

partner to help them meet their needs. We

invest in content but not just any content:

expert, authoritative and trustworthy

content. We believe that with the rise of AI

and fake news,

authentic, expert content is

becoming even more important.

Media is a fast-evolving industry, it is

therefore paramount to be diversiﬁed as well

as focusing on content ﬁrst and platform of

distribution second as our audiences evolve

in how they consume content.

Diversiﬁcation is a core feature in everything

we undertake and content is no exception:

• Diversiﬁcation of content: we cover

fashion, beauty, wealth, technology,

entertainment, sports, music, etc.

• Diversiﬁcation of audience acquisition:

from organic search to email, to social, to

awards.

The diversiﬁcation of acquisition

of audience allows us to capture new

audiences and reduce our dependence on

any one channel.

Our content strategy - as mentioned when

we announced the GAS programme in

December 2023 - requires investment:

• investment in heads to ensure a good

balance of content between news, how to,

and buying guides driving increases

in output,

• investment in capability with a continued

focus on quality reviews and data to

ensure that the content produced meets

the audience needs.

We announced in December 2024 a

strategic partnership with Open AI to

bring our content to Open AI’s users,

creating new ways for users to engage

with our content. The partnership is not

ﬁnancially material.

At Future we want to ensure we are market

leaders. Having leadership positions

generally results in better monetisation and

yield improvements.

Not all audiences are the same, as

mentioned above, and it is paramount

to focus on valuable audiences to drive

proﬁtable revenue growth. Our audiences

are passionate and with intent, which

makes them attractive from an advertiser’s

perspective as well as opening

up the opportunity for a secondary

monetisation route.

We diversify our monetisation models

to create signiﬁcant revenue streams

and multiply the opportunities. We are

focused on three material revenue types:

Advertising, Magazines and eCommerce

afﬁliate.

Monetisation can be improved either by

increasing price, for example by selling

an audience directly using our ﬁrst-

party data platform Aperture, rather

than programmatically, or by adding

an additional monetisation routes or

products, or by focusing on conversion in

Go.Compare. For example, some content

powers both digital advertising displayed

on the website but can also attract an

afﬁliate commission on a transaction.

Another example would be to sell a webinar

and a newsletter to a B2B client.

Growing the monetisation provides

stronger operating leverage, driving

margin progression.

Media is one of the most disruptive

industries - it keeps reinventing itself.

Therefore, it is important to ensure that our

assets are relevant and ﬁt the audience’s

needs, today and tomorrow.

We are rational capital allocators and

create value from integrating acquisitions.

Equally, where we can create value through

the separation of assets which no longer

ﬁt the portfolio and could provide a better

return to shareholders, we will look to

unlock such opportunities. As such, the

Board will continue to keenly appraise

performance and will actively look at

further options to accelerate value creation

across the Group’s business units.

In the year, we have focused on

reorganising the Group into three distinct

businesses: B2C, Go.Compare and B2B.

The ﬁnancial monitoring of which will

be effective during FY 2025. These

businesses are different: different growth

drivers and geographic mix. But they bring

together capabilities and diversiﬁcation

which is valuable to the Group on top of

cost synergies.

During the year, we announced the closure

of assets in B2C and B2B to focus the

portfolio and the investment on higher

growth assets. Whilst these decisions

are difﬁcult, they focus the Group for

sustainable growth.

This philosophy of continuous assessment

is very much embedded into the Group’s

DNA, driving focus and accountability to

ensure the successful execution of

our strategy.

Reach valuable

audiences (on and

off platform):

our content

strategy

Diversify and grow

revenue per user:

our monetisation

strategy

Optimise the

portfolio

~+15

increase

in editorial

output

growth in

branded content

revenue

£15

annualised

revenue

closed

Our strategy

Our platform

Our capital allocation

Our strategy is supported by an

effective and agile platform. The

platform effect is more than operating

leverage and growing the bottom line,

it is about the multiplier effect of the

organic and inorganic capabilities

that deliver unique value creation,

both top and bottom lines. We believe

our platform model is a source of

competitive advantage.

Our platform is articulated

around four pillars:

• Expert content

which as mentioned

previously is paramount to attract

audience and as a result beneﬁts from

continued investment.

• Our operating model

drives cost

advantage and operating leverage

through centres of excellence where

knowledge and expertise is shared

across the Group as well as a strategic

approach to costs to enable investment

and talent progression. For example our

back ofﬁce functions are largely based

in the South West of England enabling a

cost-effective overhead base.

• Our technology stack

is unique,

comprehensive, proprietary and

common across the Future ecosystem

driving operating leverage as well as

the ability to continuously invest in our

technology stack.

• M&A

as a potential accelerator should

opportunities and market conditions

prevail. See below our capital allocation

framework.

The diagram below depicts our capital

allocation framework which shows

the hierarchy of priorities we consider

to deploy our capital. We review

this regularly to ensure it remains

appropriate as market conditions can

inﬂuence the prioritisation.

First, the Group is highly cash generative

with 95%+ of adjusted free cash ﬂow

conversion to adjusted operating proﬁt.

Our approach is to focus on organic

growth as a priority and then where

appropriate to leverage our strong cash

ﬂows to create value through M&A. We

believe that provided we can execute

on strategic deals, M&A is a great

long-term value creation opportunity

for shareholders. This remains a core

strategic lever for the group going

forwards. However, in light of current

market conditions, you can see that

we have greyed out the strategic

M&A box as acquisitions are not an

immediate focus at this point in time

but we are retaining some ﬂexibility if

market conditions were to change or if

attractive opportunities arose. Currently

returning cash to shareholders drives a

greater return. We completed earlier in

the year our ﬁrst £45m share buyback

programme and a second £45m share

buyback programme concluded in

October 2024. We plan for a new share

buyback programme of up to £55m to

start in January 2025. The Group will

return excess free cash to shareholders

such that the Group maintains a

minimum leverage of 1x.

Going forward, we will continue to follow

this framework, reviewing priorities in

light of market conditions to maximise

our opportunities.

What is branded content?

Content sponsored by a brand:

• An authentic editorial point of view

• Led by data

• Created by editors

• It can take various shapes from an

event to a newsletter to a social post

Why is it valuable?

• It is not audience dependent

• Sold at a premium, albeit with higher

costs

• Usually is a selling argument for

direct display digital advertising

campaign

• Applicable to all content verticals,

not limited to fashion and beauty

Future Creative

Launched in FY 2024, it is our

branded content centre of excellence

to share best practice, leverage

existing advertising relationships to

cross-sell brands, support clients

from planning to post-sale and create

operational leverage

Case study

Strategic Report

Annual Report and Accounts 2024

Consistent cash ﬂow conversion of 95%+

(adjusted FCF/AOP)

Rigorous assessment to maximise value creation between

Strong cash generation gives optionality to accelerate the strategy

Organic

Investment

(capex <2%

of revenue)

Strategic

M&A

Continuous review

and

will remain

opportunistic

Maintain strong

balance sheet

Floor leverage of

1x established

Shareholder

returns

Annual progressive dividend

The Group will return excess free cash to

shareholders

Branded content

Future plc

Audience (m)

Revenue (£m)

Organic Revenue Growth (%)

FY2024

FY2023

FY2022

FY2021

FY2020

FY2024

FY2023

FY2022

FY2021

FY2020

FY2024

FY2023

FY2022

FY2021

FY2020

200

400

600

300

600

900

+0%

+5%

+10%

+15%

+20%

+25%

479

484

506

432

394

788.9

788.2

(10)%

+1%

825.4

+2%

606.8

+23%

339.6

+6%

Overall audience declined by (1)% in the year driven by a decline in on-platform online users.

Since FY 2020, our total audience has increased by 85m.

Online users + 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.

Please note that from FY 2025, as announced during our FY 2024 results presentation we

will be using sessions to calculate our online audience to be in line with market practice and

display a more direct link to monetisation

Revenue was ﬂat in FY 2024, with +1% organic growth offset by unfavourable foreign exchange

translation and portfolio change.

On a CAGR basis, revenue has grown by +23% since FY 2020.

In FY 2024, the Group has returned to organic revenue growth. Organic revenue increased by

+1% in FY 2024 mainly driven by Media growth of +5% partially offset by (5)% secular decline in

Magazines.

Average organic growth between FY 2020 and FY 2024 was +4%.

Key Performance Indicators (KPIs)

Our strategy is measured by a set of ﬁnancial and non-ﬁnancial KPIs.

For all deﬁnitions, please refer to the APM glossary on page 168.

Adjusted Operating Proﬁt (AOP) (£m)

FY2024

FY2023

FY2022

FY2021

FY2020

100

200

300

256.4

222.2

271.7

195.8

93.4

Adjusted AOP decline of (13)% due to investment to support our Growth Acceleration Strategy

combined with inﬂation on our cost base and adverse foreign exchange translation.

On a CAGR basis, adjusted AOP has grown by +24% outpacing revenue growth since FY 2020.

Operating Proﬁt (£m)

FY2024

FY2023

FY2022

FY2021

FY2020

150

200

174.5

133.7

188.6

115.3

50.7

Operating proﬁt of £133.7m declined by (23)% due to investment to support our Growth

Acceleration Strategy combined with inﬂation on our cost base and adverse foreign exchange

translation.

On a CAGR basis, operating proﬁt has grown by +27%, outpacing revenue growth since FY

2020.

Strategic report

Annual Report and Accounts 2024

Adjusted Free Cash Flow (AFCF) (£m)

Leverage (x)

Employee Engagement (%)

Adjusted Operating Proﬁt (AOP) Margin (%)

Adjusted Diluted Earnings Per Share (EPS) (p)

FY2024

FY2023

FY2022

FY2021

FY2020

FY2024

FY2023

FY2022

FY2021

FY2020

FY2024

FY2023

FY2024

FY2023

FY2022

FY2021

FY2020

FY2024

FY2023

FY2022

FY2021

FY2020

100

200

300

0.0

0.5

1.0

1.5

100

150

200

140.9

123.9

253.2

222.3

1.3

68.9

1.1

73.5

163.5

267.2

1.5

131.9

199.3

0.8

74.7

96.0

0.6

Strong cash generation is a feature of the Group, Adjusted FCF of £222.3m represented 100% of

AOP (FY 2023: 99%). On a CAGR basis, adjusted FCF has grown by +23% since FY 2020.

Our strong cash generation enables rapid de-leveraging. Leverage at September 2024 was 1.1x

with net debt of £256.5m.

Employee engagement is an importat metric for the Group as our biggest assets are our

people and having an engaged workforce is paramount.

In FY 2024, we have improved our

engagement score by

+4.6bps to 73.5%.

The impact of investment to support the Growth Acceleration Strategy and inﬂationary

pressures resulted in a (4)ppt decline in adjusted operating proﬁt margin as expected.

Adjusted diluted EPS declined by (12)% in the year driven by operating proﬁt.

On a CAGR basis, adjusted diluted EPS has grown by +13% since FY 2020.

Future plc

Chief Executive’s Q&A

businesses, effective during FY 2025,

each managed by a strong leader. This

reorganisation has brought us a lot more

ﬂexibility, agility and speed into our

execution.

It has also been a year of growth: organic

revenue growth, but also talent growth

with many internal promotions across

the Group.

Can you summarise FY 2024?

We embarked on FY 2024 with ﬁve

goals: invest in content, diversify

audience and revenue, drive US digital

advertising, optimise the portfolio and

maintain strong ﬁnancial characteristics

while applying our capital allocation

framework.

I am very pleased and proud that we have

delivered on these successfully. We

added ~50 net editorial heads and

increased editorial output.

We have diversiﬁed further our revenue

streams, from Go.Compare’s very strong

growth to new routes of revenue with

vouchers and branded content.

We returned US digital advertising to

growth in H2, with an acceleration in Q4.

We delivered adjusted operating margin

of 28% (FY 2023: 32%) operating margin

of 17% (FY 2023: 22%), generated

£230.0m of cash from operations (FY

2023: £241.0m) which we used to repay

£93m of gross debt and £69m was

returned to shareholders.

FY 2024 has been pivotal for the Group as

we returned to organic revenue growth in

FY 2024: this has been an important

inﬂection point both for the team here at

Future and externally as well.

During the year, the diversiﬁed nature of

the Group has enabled us to manage

performance, by leaning into areas of

strength whilst mitigating areas of

weaknesses.

But we are not done. Executing on our

strategy requires constant focus and

agility to ensure we maximise the return

on our investment.

What has been the biggest challenge?

Macro has not been easy; however, this

shouldn’t be viewed as a distraction but

instead an opportunity. An opportunity

to ensure our portfolio is the right one,

and that we are investing to ensure we

maximise the return of the cycle. In

Media, change always offers up

opportunity, and the key is to be front

footed to seize it. We have a forward-

looking approach, and sometimes

setting the portfolio up for success

means taking difﬁcult but necessary

decisions, such as closing a small

number of brands (~£15m of revenue).

New values have been launched during

the year: can you talk more about them?

Our people are our greatest asset and

our biggest competitive advantage. We

focus on our people not only as a

strategic decision, but because they are

what makes Future everything it is.

This year we launched our new values,

aligned to our strategy and more

importantly, designed to drive our

purpose forward.

In October 2024, we brought our Senior

Leadership Team together for our annual

conference, and our values took centre

stage. Hearing stories from across the

team that truly embody these principles

was inspiring. We’re focused on making

Future a place where talented, ambitious

people thrive and are excited to grow.

What are your priorities for FY 2025?

We have built solid foundations in FY

2024. Moving forward, we will apply

our editorial, audience and sales

playbooks to drive audience, as well as

focusing on diversifying audience and

revenue streams.

We will also continue to keenly appraise

performance and will actively look at

further options to accelerate value

creation across the Group’s business units.

We are conﬁdent that the ongoing

execution of our Growth Acceleration

Strategy will drive accelerating organic

revenue growth and believe we are well

set for FY 2025, whilst maintaining our

strong ﬁnancial characteristics of

healthy margin and high cash conversion.

“We are not done.

Executing on our

strategy requires

constant focus

and agility”

Jon Steinberg

CEO

Jon, before diving into the Group’s

results and strategy, can you please

explain the decision you took to step

down from your role of CEO next year?

It was a very difﬁcult decision for me to

make but it was what is right for my

family. I am relocating to Florida for the

next school year.

However, my commitment is intact, I am

going to continue to focus on the Growth

Acceleration Strategy, and I am very

enthused by the early signs of success.

How you come is how you go as they say,

so my involvement and commitment

have not changed.

How can you describe or qualify FY

2024 at Future?

FY 2024 Future has been intense and

very much focused on positioning the

portfolio organically for growth.

It has been a year of learning: learning

about new revenue streams such as

price comparison and magazines.

It has been a year of change: we have

reorganised the Group into three

Strategic report

Annual Report and Accounts 2024

Future plc

Operational review

Our global-ﬁrst approach translates into our ability to be country

or region agnostic, which gives us ﬂexibility and ability to deliver

optimum return on our cost base. We operate two geographic

segments: US and UK and two sub-segments: Media and Magazines

The UK monetises all our content

outside the US and Canada and also

includes our operations in Australia.

Our UK operations consist of edito-

rial, video production, advertising

sales and events across websites,

socials, video, newsletters, the pro-

duction of the large majority of print

magazines and licensing operations

which distribute online and print

magazines. In addition, the UK hosts

our centres of excellence for back

ofﬁce functions such as ﬁnance, hu

man resources and technology. The

technology team is split between

Bath (UK) and France. UK represents

64% of the Group’s total revenue

and 63% of its revenue is in Media.

(£m)

2024

2023

Reported

variance

Organic

variance

Revenue

504.0

476.6

+6%

– Media

316.0

280.8

+13%

– Magazines

188.0

195.8

(4)%

Adjusted

EBITDA

155.3

157.0

(1)%

n/a

The US encompasses both the USA

and Canada. We have ambitions to

create strong growth in the region.

Our US operations consist of edi-

torial, video production, marketing,

advertising sales and events across

websites, video, newsletters and

magazines. US represents 36% of

the Group’s total revenue and 75%

of its revenue is in Media.

(£m)

2024

2023

Reported

variance

Organic

variance

Revenue

284.2

312.3

(9)%

(6)%

– Media

212.5

234.1

(9)%

(6)%

–Magazines

71.7

78.2

(8)%

(5)%

Adjusted

EBITDA

83.8

119.8

(30)%

n/a

Media

Media is the largest division with

67% of the Group’s total revenue.

40% of Media revenues are

generated from the US.

The Media division encompasses

all revenue which is not magazines

and includes sub-segments like

digital advertising (revenue from

advertising on our websites or

on social platforms and email

marketing), afﬁliate revenue

for products, rewards and price

comparison, and events.

2024

2023

Revenue (£m)

528.5

514.9

Organic revenue growth (%)

+5%

(13)%

Website online users (m)

226

241

Off-platform online users (m)

250

240

Magazines

Magazines represent 33% of the

Group’s total revenue. 72% of

magazine revenues are generated

from the UK.

The Magazine division encompasses

all revenue associated with digital

or printed magazines or bookazines

from advertising, to subscriptions,

to newstrade. 50% of the magazines

revenue is subscriptions which

provide predictable, repeatable

revenue with positive working

capital.

2024

2023

Revenue (£m)

259.7

274.0

Organic revenue decline (%)

(5)%

Total circulation (m)

1.5

1.7

Subscribers (m)

1.7

1.9

Media

67%

of group’s revenue

Magazines

33% of group’s revenue

60%

40%

US revenue

UK revenue

Key

28%

72%

US revenue

UK revenue

Key

Future plc

As announced at our interim results in May 2024, the Group is structured around three businesses:

B2C (66%

of Group’s revenue),

Go.Compare (26%

of Group’s revenue)and

B2B (8%

of Group’s revenue).

Therefore, during FY 2025 we started ﬁnancial monitoring and reporting on the new divisional basis.

B2C is a collection of ~200 brands

covering a wide range of content

verticals such as technology, gaming,

sports, fashion, beauty, homes,

wealth, knowledge, etc supported by

websites, magazines (newsstand and

subscriptions), events.

B2C is powered by proprietary

technology to ensure effective

monetisation and scalability.

Go.Compare is a leading price

comparison website in the UK.

Go.Compare helps consumers

compare the cost and features of

insurance policies, ﬁnancial products,

energy tariffs and more. Go.Compare

works with trusted organisations and

has built a huge network of trusted

partners.

It is authorised and regulated by the

Financial Conduct Authority.

Scalable solutions connecting buyers

and sellers

Through the power of well-known

brands, Future B2B delivers an

unparalleled client and audience

experience across newsletters,

advertising, lead generation, content

creation, webinars and live events.

Our service offerings leverage

SmartBrief’s extensive network of

targeted newsletters

ActualTech Media’s authoritative tech

webinars

ITPro’s in-depth technology insights

The specialist content of brands such

as Tech & Learning, AVNetwork and

more.

These integrated platforms provide

our clients with a full-spectrum

services catalogue tailored to the

evolving needs of business.

FY 2024 Highlights

Website sessions

353m

Subscribers & circulation

3.2m

US revenue

44%

Media

51%

FY 2024 Highlights

Trustpilot score

4.7

UK revenue

100%

Car insurance

64%

Revenue growth

+28%

FY 2024 Highlights

Newletters delivered

1.2bn

Newsletter subscribers

Webinars hosted

510+

US revenue

87%

Revenue proﬁle (FY 2024)

Strategic Report

Annual Report and Accounts 2024

30%

24%

Digital ads

Other media

Afﬁliates

eCommerce

Subscriptions

Other

magazines

Key

25%

16%

B2C

Go.Compare

B2B

Contents

Our Future, Our Responsibility

Non-ﬁnancial and sustainability

information statement

How we engage

with our stakeholders

Section 172(1) Statement

Future plc

Corporate Responsibility

Our

Future,

Our

Responsibility.

Corporate Responsibility

Annual Report and Accounts 2024

Our Future, Our Responsibility

At Future, we operate as a responsible

business, driven by our clear purpose,

values and culture.

Our corporate strategy was formulated

to drive both returns and sustainability

for the long term; as a consequence,

Environment, Social and Governance

(ESG) has always been 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, as well as playing our part

in building a sustainable future for all our

communities and our planet.

Our Responsibility Strategy, called Our

Future, Our Responsibility, is centred

around four pillars that we know

are important to our colleagues and

audiences: climate, culture, community

and content.

Our focuses in FY 2024, by pillar, were:

Pillar 1: Climate

•

Reducing our carbon emissions,

particularly from digital and print

activities

•

Building the foundations for our

Climate Transition Plan

Pillar 2: Culture

•

Launching our DE&I strategy

•

Formalising our Performance

Management Process

•

Launching our Manager Development

Programme

•

Launching our Editorial Role-Speciﬁc

Training Programme

Pillar 3: Community

•

Enabling our ofﬁce community leads

to fundraise for local charities

•

Partnering with West Suffolk College

•

Partnering with Career Ready as part

of their mentoring programme

Pillar 4: Content

•

Launching our ESG Content Framework,

which includes individual Sustainability

Mission Statements per brand

•

Producing sustainability content

across multiple brands including

TechRadar, Country Life, Marie Claire,

The Week Junior and Kiplinger

While we are driven by the desire

for actions that make a difference,

we are mindful of the importance

of accountability and transparency,

and the beneﬁts a framework can

provide with this. 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. We also signed the PPA

Action Net Zero Pathway.

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 2024 and our objectives for FY

2025. You will also ﬁnd our update on

S172, our carbon efﬁciency reporting

and our non-ﬁnancial and sustainability

information statement.

Ivana Kirkbride

Chair of the Responsibility Committee

4 December 2024

Climate

Culture

Community

Content

Corporate

Responsibility

Responsibility Committee

Ensuring governance of our

Responsibility Strategy is critical, and

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 - Chair since 1/2/24 2024

Meredith Amdur

2021

Angela Seymour-Jackson

2021

Jon Steinberg

2023

Key Responsibilities

The Responsibility Committee supports

the Board in the oversight of our

Responsibility Strategy:

• Overseeing and assessing Future’s

overall contribution to, impact on, and

role in society

• Overseeing Future’s plans to deliver

the ‘Our Future, Our Responsibility’

Strategy, including the setting,

disclosure and achievement of targets

• Reviewing progress against priorities

and objectives, across Future’s

Responsibility Strategy

• Considering Future’s position on relevant

and emerging sustainability issues

Future plc

Our four pillars

The ‘Our Future, Our Responsibility’ Strategy is organised into the following pillars, in order to

multiply the efﬁciency of our working groups, and ensure our strategy is clear and precise.

Pillar 1: Climate

We are committed to making

a positive impact and

inspiring change - playing our

part in building a sustainable

future for our planet and our

communities.

Our priorites 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.

Pillar 2: Culture

We invest in our colleague

experience, championing

Diversity, Equity & Inclusion

(DE&I) and creating

development opportunities

for all.

This pillar focuses in

particular on implementing

our DE&I strategy, providing

learning and development

opportunities, acting on

feedback from our Colleague

Engagement Survey and

colleague well-being.

Pillar 3: Community

It’s important to us that the

effects we have upon our

digital and local communities

are positive, and that we’re

building connections with

local charities and educational

institutions.

This pillar is also the home

for our charity strategy

and fundraising initiatives,

spearheaded by the brilliant

communities teams across our

business.

Pillar 4: Content

Our content is the vehicle

that connects us to the

public and thus is our biggest

opportunity to highlight

ESG-related causes. It is also

through our content that

we can set industry-wide

standards.

This pillar brings together

senior colleagues from

across Editorial (Writers,

Editors, Editor-in-Chiefs

etc.) who drive forward

sustainability initiatives

within our brands and

champion best practice.

Future plc

Our values

We are passionate about our brands and serving our audiences, partners and communities.

We ﬁnd ways to ﬁgure things out and solve problems with skill and creativity.

We are one team and foster a supportive culture where open communication, debate and

teamwork are paramount.

We are focused on hitting our goals, delivering on promises, and are relentless in the pursuit of

success.

We aspire to be thought-leaders, constantly challenging the status quo of our industry, and

embrace experimentation to ﬁnd better ways of doing things.

Passionate

Resourceful

Collaborative

Results Driven

Innovative

In February 2024, Future’s Leadership

Team rolled out a new set of Company

values. 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. They also

set expectations for how we should

operate, behave, and interact with each

other, our clients, our customers and

our communities. This alignment helps

to foster a cohesive and positive work

environment. Our core values have also

been integrated into how we evaluate

and recognise performance, with

colleagues including an evaluation of

their performance against our values into

their annual self review.

The updated values were decided after

cross-company collaboration with

representatives across business units,

departments and geographies.

Corporate Responsibility

Annual Report and Accounts 2024

PILLAR 1: CLIMATE

We are committed to making a positive impact and inspiring

change - playing our part in building a sustainable future for our

planet and our communities.

comes to emission reduction targets,

and recognise their Corporate Net-Zero

Standard as the leading framework for

corporate emission targets in line with

climate science. Consequently, we are

beginning the process of submitting

our targets for SBTi validation in FY

2025. We believe that our sustainability

performance over time is comparable

year on year. Therefore, if information

arises that alters previous year data by

5% or more, we will restate those ﬁgures.

Our Climate Transition Plan

Our focus in FY 2024 has been on

developing our strategic objectives for

reducing our emission hotspots, and

achieving our short-term reduction

targets. This year saw the formation

of our Climate Pillar Working Group,

comprised of colleagues in departments

across the business such as Digital

Ad Operations, Events, Facilities and

Supply Chain Operations. The working

group is led by Rob George, Future’s

SVP of eCommerce & Transformation,

who oversees the Group’s progress on

initiatives and against our targets.

In June 2024, we held in-person

workshops with members of the Climate

Pillar working group, as well as a selection

of Future’s leadership and representatives

from SLR Consulting, in order establish

our strategic objectives for achieving

our carbon emission reduction goals and

therefore build the foundations for our

Climate Transition Plan.

Why is this important to Future?

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 in which we ensure

our business is sustainable, from sourcing

paper responsibly to our travel policies,

and we also have brands at the forefront

of the narrative on sustainability. You can

ﬁnd more information on the importance

of sustainability within Future content on

page 33.

Our Climate Action Goals

Our ambition is to reduce our overall

Greenhouse Gas (GHG) emissions by 42%

by FY 2030, and by 90% by 2050, across

Scopes 1, 2 and 3.

Our targets for the reduction in GHG

emissions in both the short and long-

term align with the SBTi Corporate

Net-Zero Standard, which 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 1.5C-aligned pathways,’ and

‘permanently neutralising any residual

emissions at the net-zero target year

and any GHG emissions released into the

atmosphere thereafter’.

We recognise that the SBTi both deﬁnes

and promotes best practice when it

Reducing Waste: Sourcing Paper

Paper is the largest raw material we use

as a group. We work hard to make sure

that whatever we consume, we do it in

a way that is ethically responsible and

environmentally sustainable. 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.

Recycling of Unsold Magazines and

Gifts

The Group is strongly incentivised

to minimise the number of unsold

magazines and we employ sophisticated

techniques to help achieve this.

In the UK, Future’s unsold magazines

are used in recycled paper manufacture.

We also support the PPA’s (Professional

Publishers Association) voluntary

Recycling Deal with the Government,

encouraging readers to recycle their

magazines after use, and we are full

members of the OPRL (On-Pack-

Recycling-Label) Scheme. which

provides full access to and use of correct

recycling labelling, instructing consumers

on how to responsibly recycle or dispose

of our magazines and packaging.

APEX is our proprietary technology

which gives us precise visibility of the

volumes sold by store, so we can improve

the quality of our allocations. Each store

receives a bespoke allocation by brand,

based on the national sales forecast

and their sales history by issue. Our

efﬁciencies have come from 2 key areas:

• Removing copies going to stores that

were not selling sufﬁcient volumes;

•

Improving the efﬁciency of medium

sized stores that are selling copies, but

with excessive unsold products.

We are pleased to report we have saved

9m copies (across Future’s own brands

and Marketforce’s external client brands)

from waste since the launch of APEX in

FY 2023, and plan to improve this even

further into FY 2025.

Packaging

We comply with our obligations under

the Producer Responsibility Obligations

(Packaging Waste) Regulations, and

carry out an annual packaging waste

Future plc

audit where we declare our packaging

waste volumes and offset our waste

with the purchase of Packaging Waste

Recovery Notes. Our UK subscription

copies are all mailed in paper-wrap, along

with the majority of promotional packs

to the retail newsstand. We remain

committed to ensuring recycling logos

show the latest information available on

recyclability of the wrappers, directing

customers to recycle the bags at local

supermarkets.

Recycling and waste management in

the ofﬁce

All of our ofﬁces have clearly deﬁned

communal waste and recycling areas.

Our in-ofﬁce signage for colleagues

ensures we all play an active part in

recycling. We have separate general

waste, mixed recycling and food waste in

all ofﬁces, and we operate a zero single-

use plastic policy, which has signiﬁcantly

reduced our impact already. We work

with our waste provider to complete

quarterly reporting to trace waste usage

more efﬁciently and monitor progress on

reducing waste that is sent to landﬁll.

FY 2021

FY 2022

FY 2023

FY 2024

Total

waste

(tonnes per

year)

15.129

17.64

Total

recycled

(tonnes per

year)

5.354

(35.4%)

(67%)

15.8

(65%)

10.99

(62.3%)

Locations

4 PY

3 PY

Digital

We began working with Scope3.com in

FY 2023, a specialist tech platform that

offers a comprehensive and accurate

tool to analyse emissions throughout the

lifecycle of a digital advertisement. This

gave us visibility of the GHG emissions

our digital activity produces. We are also

able to identify ways in which we can

reduce those emissions, and have taken

the following steps in FY 2023 and part

of FY 2024 which has reduced our digital

impact by 36%:

•Reducing the number of third party

resellers we allow our direct partners

to use

•Switching from a managed service

wrapper by a third party to running our

own pre-bid managed solution

•Reducing partners with lower revenue

impact and thus emissions trade off is

less viable

We expect to see a further reduction of

around 60% year on year in FY 2024,

which we will report on in our FY 2025

Annual Report. We are able to make

this assumption because the digital

data is live in the Scope3.com platform,

whereas the FY 2024 print and paper

metrics will be gathered from our

suppliers in April 2025. The actions we

took above were partway through FY

2023 and in the ﬁrst half of FY 2024,

hence the impact will be spread across

the two years.

Streamlined Energy & Carbon Report

(SECR)

In accordance with the Companies Act

2006 (Strategic Report and Directors’

Report) Regulations 2013 (‘the 2013

Regulations’) and the Companies

(Directors’ Report) and Limited Liability

Partnerships (Energy and Carbon

Report) Regulations 2018.

Scopes 1 & 2: Methodology

Our reporting covers our UK, US and

Australian entities: Future Publishing

Limited, Future US, and Mozo Pty

Limited. Acquisitions have been included

from the date of acquisition.

We have used the Environmental

Reporting Guidelines: including

streamlined energy and carbon

reporting guidance and Greenhouse Gas

Protocol methodology for compiling this

greenhouse gas (GHG) data; and have

included all required emissions sources.

GHG emissions factors have

been sourced and applied from

BEIS conversion factors for GHG

emissions. The equivalent reports

on US properties used the regional

factor for New York, California and

Washington D.C provided by United

States Environmental Protection

Agency, sourced from carbonfootprint

for emissions associated with grid

electricity consumption. For Australia we

used the CO2e factors provided by the

Government of Australia sourced from

carbon footprint for different regions.

Estimated Data

5% of the Energy data (kWh) and 5% of

the emissions data (tCO2e) are based on

estimated value due to unavailability of

electricity data for one or more sites.

As a group with only ofﬁce-based

activities and no manufacturing

activities, under the GHG Protocol

Corporate Standard, emissions fall under

Scope 1 (combustion of fuel) and Scope 2

(purchase of electricity).

Intensity Ratio

We are using Revenue in £m as our

chosen metric to calculate our Intensity

Ratio. Our GHG emissions CO2e intensity

for FY 2024 is 0.58 tCO2e per £1m

revenue, which is a decrease of 7.94%

compared to FY 2023.

Energy Efﬁciency Action Taken

• Electric car charging points now

installed in Reading, Cardiff and both

Bath ofﬁces

• Energy contracts are 100% renewable

energy

• New boilers have been installed in our

Bath ofﬁce that have helped reduce gas

usage by 25%

• Compliance with the ESOS scheme and

energy surveys completed at various

UK ofﬁces. We are in the process of

developing an action plan following

these surveys

Scope 3

At Future we recognise the

environmental impact of our business

activities across our global value chain

and appreciate the need to measure

our impact. We are pleased to disclose

our Scope 3 footprint, measuring the

impact of our activities in FY 2023.

This follows our ﬁrst Scope 3 footprint

disclosure in last year’s annual report,

covering our activities in FY 2022. Our

Scope 3 emissions represent nearly

100% of our total carbon footprint. The

top three material categories are 1 –

Purchased Goods & Services, 11 – Use

of Sold Products, and 4 – Upstream

Transportation & Distribution, so this is

where we have focused the majority of our

efforts to reduce our carbon emissions.

It is worth noting that we are reporting

our FY 2023 Scope 3 footprint 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.

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:

Pillar 1

Climate

Corporate Responsibility

Annual Report and Accounts 2024

• The GHG emissions from producing the

paper in our magazines, and the printing

and distribution of those magazines

• The GHG emissions associated with

the serving of ads alongside our online

content

• And all the other emissions associated

with the products and services we buy,

such as marketing and hosting services

We excluded four categories following

the screening exercise:

• Category 8:

Upstream Leased Assets:

all emissions from leased assets are

already included in our Scope 1 and 2

footprint

• Category 10:

Processing of Sold

Products: no products sold by Future

are further processed by another

company before being sold to the end

consumer

• Category 14:

Franchises: Future does

not operate any franchises

• Category 15:

Investments: Future has

two equity investments. One of these

companies has no activities, and the

other is active, but is excluded based on

a de minimis rationale. It has a very low

book value and there is no data available

on the associated GHG emissions.

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:

• Category 1:

Purchased Goods and

Services: Primary data was used for

the emissions from the physical supply

chain: paper, print and distribution.

Most other emissions were calculated

through a spend-based analysis, using

sector-average emission factors.

Suppliers within the top 60% of

spend categories were researched for

supplier-speciﬁc emission-factors

• Category 4:

Upstream Transportation

and Distribution and Category 9:

Downstream Transportation and

Distribution: These categories relate to

the physical print supply chain and were

calculated based on primary data from

logistics partners

• Category 11:

Use of Sold Products: most

of the GHG emissions in this category

relate to the ad serving process. These

were calculated by Scope3.com, the

specialist tech platform that enables

us to measure the carbon footprint of

our digital advertising value chain. The

remaining emissions relate to the use

of consumer devices to access Future’s

content which were calculated based

on actual user data and typical device

power consumption data from the

Carbon Trust and DIMPACT whitepaper

on the Carbon impact of video

streaming.

Topic

FY 2024 Progress

FY 2025 Objectives

Climate Change - Direct (Scope 1 & 2)

1 We have published our Scope 1 & 2 emissions data.

2 We have installed new boilers in our Bath ofﬁce to reduce gas

usage.

3 Our entire UK ofﬁce portfolio now has LED lighting installed.

1 We will continue to publish our Scope 1 & 2 emissions data.

2 We will continue negotiations with our electricity providers, as

this will contribute towards our near-term target (42% reduc-

tion in overall GHG emissions by 2030).

Climate Change - Indirect (Scope 3)

1 We have published our most recent Scope 3 report, for FY

2023 (see page 26) and have reduced our emissions by 27%

year on year.

2 We have reduced our digital emissions by 36% year on year,

our emissions from paper production have reduced by 29% and

our emissions from printing have reduced by 72%.

3 We continued to use data centre technologies that are 100%

scaled according to demand.

4 We have begun developing a supplier framework in order for

us to start holding our key suppliers accountable regarding

sustainability.

1 We will publish our Scope 3 report for FY 2024.

2 We will continue to reduce our digital emissions through

reductions in adserving emissions, and emissions related to our

magazines through APEX (see page 23) and by ordering paper

according to actual need.

3 We will continue to use data centre technologies that are 100%

be scaled according to demand.

4 We will utilise our supplier framework in order for us to start

holding our key suppliers accountable regarding sustainability.

Value Chain Impacts

1 We continued to produce hard copy issues from certiﬁed or

responsibly-sourced paper.

2 We continued to not use plastic covermounts, and to package

in recyclable materials.

3 We continued to disclose our waste and tonnage through

our annual return to DEFRA. We also continued to implement

industry-wide initiatives, e.g. recycling logos in our magazines

and on the recyclable plastic, and encouraging recycling in the

panels.

1 We will continue to produce hard copy issues from certiﬁed or

responsibly sourced paper.

2 We will continue to not use plastic covermounts and to pack-

age in recyclable materials.

3 We will continue to disclose our waste and tonnage through

our annual return to DEFRA. We will also continue to implement

industry-wide initiatives, e.g. recycling logos in our magazines

and on the recyclable plastic, and encouraging recycling in the

panels.

What have we accomplished in FY 2024?

Future plc

Scope

Description

Unit

CHANGE

FY24 (PY)

FY23 (PY)

FY22 (PY)

The combustion of fuel: gas for heating

and fuel for vehicles.

tCO2e

(19.44%)

116

144

154

AUS

TOTAL

(19.44%)

116

144

154

2 (Location-based)

The purchase of electricity, heat, steam or

cooling by the Group for its own use.

tCO2e

(5.91%)

271.23

288.28

271.81

(9.56%)

52.94

71.76

AUS

(3.29%)

9.11

8.82

9.3

TOTAL

(3.35%)

338.33

350.04

352.87

2 (Market-based)

The purchase of electricity, heat, steam or

cooling by the Group for its own use.

tCO2e

(52.54%)

84.75

178.56

147.85

9.56%

52.94

71.76

AUS

(8.62%)

8.06

8.82

9.3

TOTAL

(37.25%)

150.8

240.32

228.91

1 & 2 (Location-based)

Total Emissions

tCO2e

TOTAL

(8.20%)

454

494

507

Total Revenue

£m

TOTAL

(0.09%)

788.2

788.9

825.4

Intensity Ratio - Location-based (1&2)

tCO2e/£1m

GLOBAL

(7.94%)

0.58

0.63

0.61

Direct & Indirect Energy Consumption

kWh

(19.74%)

616,511

768,155

820,246

AUS

TOTAL

(19.74%)

616,511

768,155

820,246

2 (Location-based)

Direct & Indirect Energy Consumption

kWh

(5.90%)

1,309,978

1,392,152

1,575,827

18.84%

272,733

229,505

413,121

AUS

10.83%

13,390

12,082

11,773

TOTAL

(2.30%)

1,596,101

1,633,740

2,000,720

1 & 2 (Location-based)

Total Direct & Indirect Energy Consumption (kWh)

kWh

TOTAL

(7.88%)

2,212,612

2,401,895

2,820,966

Intensity Ratio - Location-based (1&2)

kWh/£1m

GLOBAL

(26.81%)

2,807.17

3,835.58

3,417.70

Total Scope 3 Emissions - Market-based

tCO2e

TOTAL

(26.84%)

101,535

138,393

Category 1: Purchased Goods and Services

tCO2e

GLOBAL

(30.11%)

40,513

57,965

Category 2: Capital Goods

tCO2e

GLOBAL

(26.39%)

597

811

Category 3: Fuel and Energy-related Activities

tCO2e

GLOBAL

(45.97%)

134

248

Category 4: Upstream Transportation and Distribution

tCO2e

GLOBAL

17.06%

7,890

6,740

Category 5: Waste Generated in Operations

tCO2e

GLOBAL

(0.86%)

2,987

3,013

Category 6: Business Travel

tCO2e

GLOBAL

80.29%

2,717

1,507

Category 7: Employee Commuting

tCO2e

GLOBAL

0.37%

3,280

3,268

Category 9: Downstream Transportation & Distribution

tCO2e

GLOBAL

7.06%

2,471

2,308

Category 11: Use of Sold Products

tCO2e

GLOBAL

(35.78%)

37,616

58,578

Category 12: End-of-Life Treatments of Sold Products

tCO2e

GLOBAL

(15.56%)

3,045

3,606

Category 13: Downstream Leased Assets

tCO2e

GLOBAL

(18.34%)

285

349

Total Scope 1, 2 & 3 - Market-based

tCO2e

GLOBAL

(26.76%)

101,919

138,775

Corporate Responsibility

Annual Report and Accounts 2024

Increased consumer recycling of copies

Reduction from all other Category 1 emissions

Reduction in paper manufacturing emissions

Greener employee travel

Reductions from logistics partners

Reduction in ad serving emissions

Reduction from all other Scope 3 emissions

Reduction in print manufacturing emisssions

Baseline

Adjusted Forecast based on FY 2023

achievements

Key

In order to achieve Net Zero by 2050, we are

following a broad programme of actions to

reduce our carbon emissions across Scopes

1, 2 and 3. We aim to reduce our overall

Scope 1, 2 and 3 Greenhouse Gas (GHG)

emissions by 42% by FY 2030 and 90%

by 2050 from a FY 2022 baseline. This is

aligned with the latest climate science.

Our Scope 3 emissions represent nearly

100% of our total carbon footprint. The top

three material categories are:

•

1 Purchased Goods & Services

•

11 Use of Sold Products

•

4 Upstream Transportation

& Distribution

Carbon Reduction Pathway

The chart above shows our carbon

reduction pathway, ﬁrst published in our

FY 2023 Annual Report. 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, as our aim is to reach net

zero without needing to utilise offsets.

We developed our Carbon Reduction

Pathway through a series of workshops

across the business, identifying key

decarbonisation levers to understand how

each area will contribute to achieving our

emission reduction ambition. The chart

highlights what we achieved in FY 2023 (the

red dot), which is signiﬁcantly lower than

planned.

Scope 3 Progress in FY 2023

Our overall Scope 3 footprint has decreased

signiﬁcantly from FY 2022, by 27%, and

faster than we had anticipated. The chart

above has been updated to include a red

dot showing where we are now (FY 2023)

and with a dotted line to show an adjusted

forecast for the coming years.

We can largely attribute the decrease to our

improved ad-serving process and how we

select advertising partners (see page 24 for

more details): our average emissions per

1,000 impressions decreased by 36% year-

on-year, signiﬁcantly reducing our Category

11 – Use of Sold Products emissions.

Another key contributor to our decrease

this year was Category 1 – Purchased Goods

& Services. Category 1 emissions include

those from paper (-29%) and print (-72%). Our

continued shift to more digital offerings led

to a reduction in paper weight and, therefore,

associated emissions. The launch of APEX

has massively reduced wastage (see page

23), and we are now stocking less paper and

order more accurately to budget.

Emissions from Category 3 have also

reduced by 46% year on year, due to a 37%

reduction in energy usage across Future’s

sites and a 17% decrease in company

vehicle mileage.

Transition Plan

The UK Transition Plan Taskforce (TPT) was

set up by the UK Government in April 2022 to

develop the gold standard for private sector

climate transition plans in the UK. The UK

Government is still consulting on the required

disclosures. Once the ﬁnal framework has

been published, we will review and look to

publish an updated climate transition plan. In

the meantime our focuses are:

Short term (0-3 years):

• Reduction in emissions from adserving and

our print value chain (see notes above on

progress in FY 2023. We’re unlikely to see

as steep a decrease from our print value

chain in FY 2024)

• Energy contracts to be 100% renewable

energy (completed in FY 2023)

• Build a suitable framework in order for

us to start engaging with key suppliers

regarding sustainability - encourage them

to adopt 1.5

aligned carbon reduction

targets (we have started to build the

framework in FY 2023)

• Engage with our employees to encourage

and incentivise low-emission commuting

and work travel

Medium term (3-6 years):

• Further reduction in adserving emissions

• Further reduction in emissions from our

print value chain as a result of our move

to digital subscriptions and the expected

(and continued) decline in the magazine

industry

• Continue to engage with key suppliers

regarding sustainability - encourage them

to adopt 1.5

aligned carbon reduction

targets, and prioritise spend with suppliers

who are aligned with our climate goals

Long term (>6 years):

• Further reduction in adserving emissions

• Signiﬁcant reduction in emissions from

our print value chain as a result of our

move to digital subscriptions and the

expected (and continued) decline in the

magazine industry

• Engage with all suppliers regarding

sustainability - encourage them to adopt

1.5

aligned carbon reduction targets and

prioritise spend with suppliers who are

aligned with our climate goals

• Electriﬁcation of heating across our

ofﬁces where possible

Net Zero Roadmap

Carbon Reduction Pathway

Corporate Responsibility

Annual Report and Accounts 2024

2025

2030

2035

2040

2045

2050

150,000

100,000

50,000

CO2 emissions (tonees)

Future plc

on our website at www.futureplc.com.

Throughout FY 2024, we have built

our data-driven DE&I Strategy. In May

2024, we held Diversity & Inclusion

listening sessions designed to provide

a safe and supportive environment for

open dialogue and sharing. We aimed to

foster understanding and appreciation

of diverse experiences, perspectives

and challenges within Future, and

to gain valuable insights to inform

our DE&I Strategy and initiatives. 10

sessions were held, each focusing on

one of the following groups: LGBTQIA+,

ethnic minority/diversity, disability,

neurodiversity, and women & gender

diverse. We also started collecting

company-wide diversity data for the

ﬁrst time this year, gathered and housed

within our Human Resources Information

System (HRIS). The questions, which

were tailored by country, were centred

on gender, the LGBTQIA+ community,

disability, ethnicity and socio-economic

demographics, with an option to choose

‘prefer not to say’.

Requirement

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 certain targets related to gender

and ethnic diversity at Board level.

Board Statement

The Board conﬁrm that as of 30

September 2024, 1 out of 3 diversity

targets were met:

Since the departure of Penny Ladkin-

Brand, we no longer have a woman in the

role of CFO and the percentage of women

on the Board has reduced to 33.3%,

with no women in a Senior Position on

Why is this important to Future?

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:

• Everyone is welcome

(diversity, equity & inclusion)

• Everyone can shine

(learning & development)

• Everyone is engaged

(colleague engagement)

• Everyone is supported

(well-being & safety)

Everyone is welcome (diversity, equity &

inclusion)

We ensure we are inclusive from the

recruitment stage and through the

colleague lifecycle. We work hard to

ensure that we attract, retain and develop

diverse talent, educating our leaders in

the importance of diversity, and reviewing

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 colleagues, and to

applying fair and equitable employment

practices. We codify this through our

Diversity, Equity and Inclusion (DE&I)

Policy, and our Values, which you can ﬁnd

the Board. Please refer to the Chair’s

statement around Board diversity and

succession (page 9).

22.2% of the Board members in FY 2024

were from an ethnic minority background.

As above, more details on the context of

this can be found on page 9.

Approach to data collection

Gender and ethnicity data for the

Board and executive management is

collected on an annual basis through a

standardised process managed by the

People & Culture team.

Each Director and member of the

executive management team is asked

to complete a conﬁdential and voluntary

form, through which the individual is

able to 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 the purposes

of all diversity-related reporting

requirements under the Listing Rules and

across all individuals in relation to whom

the data is being reported.

Disability

When considering recruitment, training,

career development, promotion or any

other aspect of employment, we strive to

ensure that no colleague or job applicant

is discriminated against, either directly

or indirectly, on the grounds of disability.

If a colleague becomes disabled while in

employment - and as a result is unable

PILLAR 2: CULTURE

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.

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

46.7%

66.7%

78.6%

69.2%

Female

52.8%

33.3%

21.4%

30.8%

Not disclosed/unknown

0.5%

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)

77.8%

79%

92.3%

Mixed/multiple ethnic groups

1.3%

Asian/Asian British

22.2%

6.4%

Black/African/Caribbean/Black British

Other ethnic group including Arab

Not speciﬁed/prefer not to say

Corporate Responsibility

Annual Report and Accounts 2024

Training & Development

Investment in our people has been a key

focus at Future throughout FY 2024. This

year has seen a transformational change

in the Group’s approach to training &

development, as we set out to develop

a comprehensive & diverse programme

of training opportunities available to all

Future colleagues, including part-time

colleagues and freelancers. Throughout

FY 2024, we have delivered over 214

training sessions to colleagues from

across the business, an increase of over

78% from last year. We have also seen

over 3,500 enrollments in our e-learning

courses available through our training

platform, Future University, with 1,509

unique students, equating to over 50% of

the business.

The company-wide internal training

programme launched in FY 2023 has

continued, offering ‘Skills Workshops’,

including sessions such as the basic

and advanced use of spreadsheets,

and

‘Knowledge Hours’, covering topics such

as the use of TikTok for Writers and

Editors, Representation in the Media and

Google Algorithm Refreshers.

In the FY 2023 Colleague Engagement

Survey, colleagues at Future indicated

a desire for more role-speciﬁc

training sessions, particularly those

in management and editorial roles. In

response to this, we developed and

launched our Manager Development

Programme and Editorial Training

Programme.

Editorial Training

Our Editorial Training Programme was

devised in response to the increased

demand for job-speciﬁc development

training, with topics identiﬁed following a

skills gap survey shared with all editorial

colleagues. In alignment with our GAS,

a particular focus for the sessions was

social media support and training for

digital writers on HAWK (our in-house

price comparison, eCommerce and

afﬁliate link technology). Utilising

our internal experts, we produced a

comprehensive package of training that

has equipped our colleagues with the

tools to make the most of their talents.

Subjects have ranged from InDesign and

Adobe After Effects, to Rights Training,

as well as Feature and News Writing.

Although aimed at colleagues working in

editorial, these sessions were available

to all Future colleagues.

We have also ofﬁcially partnered with

the National Council for the Training

of Journalists (NCTJ) to bring together

leading expertise in media law, and have

produced a bespoke training package

for our content creators that reﬂects the

needs of a specialist media company.

Last year, we partnered formally with

Sunderland University to offer the Level

7 Journalism Apprenticeship to Future

editorial colleagues. We were delighted

to support another cohort of colleagues

who started this course in September

2024. Our Finance team has now also

partnered with the educational provider

First Intuition, allowing colleagues to

earn their CIMA and ACCA qualiﬁcations,

which are fully-funded by Future.

Other Training

Further job-speciﬁc training

programmes are also available

through the apprenticeship levy; the

apprenticeships offered vary in length

from 13 to 48 months depending

on the level of qualiﬁcation, and are

available in areas including Leadership &

Management, Editorial, Finance, Human

Resources and Project Management. The

apprenticeship training and qualiﬁcations

offered are available to all Future

colleagues within England and Wales.

We have also widened our scope

of support for degree programmes

and certiﬁcations at Future through

our partnership with Coursera. This

forms part of our plan to provide a

more equitable training offer to all our

colleagues no matter where they are

based. Coursera offers specialised and

role-speciﬁc courses, such as Storytelling

and Branding in Content Marketing, and

accredited courses, such as an Advanced

Data Analytics Professional Certiﬁcate,

as well as degree programmes, such as

an MBA in Business Analytics, which

provides a great alternative to the

apprenticeship option available to our

colleagues in England and Wales.

Management Development

Our Manager Development Programme

(MDP) at Future was designed to

support managers to build and sustain

a healthy, high-performing culture at

Future, a key element of our GAS (page

12). The programme consisted of 3 x 2

hour live workshops. The areas covered

were: Holding Successful 1 to 1s &

Delivering Feedback, Managing Difﬁcult

Conversations, and Holding Career

Development Conversations. Throughout

FY 2024, we delivered 119 Manager

Development sessions, equating to over

250 hours of training.

to perform their duties - we will make

every effort to offer suitable alternative

employment and assistance with

retraining.

Everyone can shine (learning &

development)

FY 2024 has seen Future welcome over

550 new colleagues into the business.

We have continued to use our on-

boarding tool (enboarder) to further

enhance the colleague journey, and we

continue to build content into our ﬂexible

online learning portal, Future University,

which gives colleagues access to bitesize

learning opportunities at a time that is

convenient for them.

Future Academy

The Junior Talent scheme launched

in September 2023, Future Academy,

was created to encompass talent

pathways for graduates of University

or other Further Education, allowing

them to kick-start their career in the

media industry. In addition to on-the-

job training, 10 soft skills training

sessions were held for the cohort

across FY 2024, including workshops

on communication, conﬁdence building,

presentation skills, professionalism and

critical thinking.

Annual Performance Reviews

At Future, we have always encouraged

regular performance reviews for all

colleagues, but after the launch of our

Growth Accelerator Strategy (GAS) at

the end of FY 2023 (more information

on page 12), we recognised a need for a

formalised Performance Management

Framework, which would establish

regular performance appraisals and

clear feedback processes, as well as

ensuring the goals of our workforce were

aligned with our business goals, and

ultimately recognising and rewarding

colleagues fairly and in alignment with

their performance.

We launched company-wide SMART

(Speciﬁc, Measurable, Attainable,

Relevant & Timely) goals in December

2023. All Future colleagues set 3-6 goals

which aligned with their line manager’s

goals and the wider company goals, and

at least one personal development goal.

Progress against these goals has formed

the basis of the quarterly performance

reviews that take place for every colleague

at Future, and also informed performance

scores and salary reviews for each

individual at the end of FY 2024, as part of

their annual performance review.

Future plc

proud of, not least because it is a 4.6 pp

improvement on the previous year. The

insightful feedback provided will inform

our People & Culture strategy for FY 2025.

Internal Communications

We have a consistent rhythm of internal

communications that engage all our

colleagues in regular updates, formal and

informal, in person and online. Our weekly

Snapshot, for example, is an email sent to

all Future colleagues, and highlights brand

and team updates, as well as showcasing

anything colleagues have done which

is worth celebrating. All colleagues

are given frequent opportunities to

ask questions directly of the senior

management and receive direct feedback

(including the aforementioned Coffee &

Connect Sessions). Our Town Halls are

held every other month and all colleagues

are invited to ask open questions, which

are answered by the ELT during the

livestream. Jon Steinberg, CEO, also

sends frequent all-company emails to

update colleagues on initiatives and solicit

feedback. We also run Star of the Month

activities and annual awards aligned to

our values.

Our Communities

We have communities that look after

each of our ofﬁce locations. Each

community is a team of volunteers from

across departments who are passionate

and enthusiastic about building a sense

of community and connectivity at

Future. They work hard to keep everyone

informed, give them a chance to provide

feedback, and to connect in relaxed

and enjoyable environments through

organised social events. For example

(and there are many more):

• Our New York Community organised

a Colleague Appreciation Week and

brought a Meditation Studio to the

ofﬁce, and our Czech Community went

go-karting.

• Our Bath Community launched a Craft

Club, wreath-making and wine-tasting

sessions, a Jane Austen tea party and

even a session where colleagues could

spend time with puppies.

• Our Atlanta Community held a Korean

BBQ evening, went to watch The

Braves, and rented out a cinema for

a movie night. Our Washington, D.C.

Community organised Happy Hours and

our Canada Remote Community held a

Stampede Celebration.

• Our UK Remote Community have held

multiple themed lunch & learns with

external speakers as well as a remote

ofﬁce Olympics.

• Our

LA Community held a Met Gala-

themed Tea Party, a Rainbow-themed

Bagel Breakfast for Pride and an Emily in

Paris Celebration.

Charity and fundraising events are often

at the heart of our ofﬁce communities.

You can read more about the charitable

initiatives that took place in FY 2024 on

page 32.

Reward

In addition to our formal Performance

Management Framework, colleagues’

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 colleagues being able to

beneﬁt from the success of the Company

leads to greater engagement, and a

greater sense of personal involvement in

the future success of the business.

Everyone is supported

(well-being & safety)

At Future, prioritising health and

colleague well-being is a critical part

of our Company culture. By supporting

our colleagues physically, mentally and

emotionally, they can be fulﬁlled in their

career and thrive in their roles.

Safeguarding

At Future, we recognise that due to

the nature of the internet and online

communities, some Future colleagues

- particularly those whose writing is

published online - are at risk of receiving

online harrassment. Throughout FY 2024,

we have continued to promote our Future

Safeguarding site, which is accessible to

all Future colleagues through our central

hub, Futurenet, and provides support and

information to all colleagues, should they

feel uncomfortable about any negative

online attention, from mild critiques to

implied or explicit threats. It also includes

our online harrassment policy and our

escalation procedure.

Health & Safety

Future is largely an ofﬁce-based

environment; all locations across the

Group comply with relevant legislation

and we communicate our health and

safety policy to all colleagues. In the UK,

US & Australia, there were no fatalities

and 18 minor injuries across these sites

during FY 2024.

Beneﬁts

We are committed to being a great place

to work and an employer of choice, and

Formal Talent Pipeline

Development Strategy

In FY 2024, our Talent Development

Team began the process of forming

Future’s talent pipeline development

strategy. This began with the editorial

skills gap analysis undertaken in

order to develop our Editorial Training

Programme. As we move into FY 2025,

the team plans to work alongisde Future’s

Talent Acquisition Team to assess and

predict the hiring and subsequent training

needs of the business within the next 1-3

years, in alignment with our GAS business

strategy, which is laid out on page 12.

Succession Planning

As well as the training opportunities

we offer focusing on internal upward

mobility, all members of the Executive

and Senior Leadership Team (ELT and

SLT respectively). have been assessed

by their line managers according to

the 9 box grid method. This has been

utilised as a method of succession

planning at multiple levels, identifying

colleagues within the SLT as potential

candidates for ﬁlling any executive

leadership positions that may become

vacant, and likewise any colleagues

already established within the ELT,

should further responsibilities become

available. All members of the ELT were

also assigned a member of our Board

as a mentor as a result of the 9 box

grid assessment, and received training

tailored to their personal development

needs.

Everyone is engaged

(colleague engagement)

Annual Colleague Engagement Survey

The feedback we received in the FY

2023 Colleague Engagement Survey

informed the FY 2024 People &

Culture Strategy. For example, Future

colleagues suggested a desire for more

opportunities to communicate upwards

with the Executive Leadership Team

and, since January 2024, we have put

on 19 Coffee & Connect Sessions,

allowing colleagues to communicate

with leadership in an informal setting.

Other projects inspired by the FY 2023

feedback included our rollout of SMART

goals and our Performance Management

Framework, and our Editorial Training

Programme and Manager Development

Programme (page 29).

Following our FY 2024 Colleague

Engagement Survey we are pleased to

report that we achieved a 77% response

rate, and an overall engagement rate

of 73%, a ﬁgure we are particularly

Pillar 2

Culture

Corporate Responsibility

Annual Report and Accounts 2024

Topic

FY 2024 Progress

FY 2025 Objectives

Everyone is welcome

(diversity, equity & inclusion)

1 In May, we held listening sessions for our colleagues with

protected characteristics, using the feedback from these

sessions to inform our DE&I Strategy and our plans for future

initiatives.

2 We utilised the feedback provided through our Annual

Colleague Engagement Survey and our DE&I Listening

Sessions to determine the priorities within our DE&I Strategy,

which we will build on in FY 2025.

3 We launched Inclusive Recruitment & Unconscious Bias

training for all hiring managers, and updated many of our

recruitment processes and documentation to ensure equity

and inclusivity throughout.

4 We have started collecting company-wide diversity data, which

will be used to inform the creation of the metrics and targets of

our DE&I strategy.

1 We will review our equitable and accessible facilities, and inclusivity

and comfort in inductions and training sessions.

2 We will review and update our global People policies with more

inclusive language, as part of our annual policies review against the

external market.

3 We will continue the Inclusive Recruitment & Unconscious Bias

training for all hiring managers.

4 We will develop resources and training for managers around

supporting neurodiverse colleagues.

5 We will launch Employee Resource Groups, which will serve as a

platform for fostering community, support, and advocacy within

our diverse workforce.

Everyone can shine

(learning & development)

1 In our July Town Hall, we launched our Performance

Management Framework, which has formed the basis of

the quarterly performance reviews for all Future colleagues,

and informed performance scores and salary reviews for

each individual at the end of FY 2024, as part of their annual

performance reviews.

2 Throughout FY 2024 we delivered 214 training sessions, an

increase of over 78% from last year. In response to the FY 2023

Colleague Engagement Survey feedback, we have focused

particularly on the rollout of our Editorial Training and Manager

Development Programmes.

1 We will continue to develop our training offering according to

feedback provided through the Annual Colleague Engagement

Survey, and expect to launch programmes similar to the Editorial

Training Programme for other parts of the business.

2 We will continue to deliver our Manager Development Programme

to new managers, and build on the resources made available to

managers in FY 2024.

3 We will deliver carbon literacy training to our ELT and our Board, and

begin delivering the same to our editorial colleagues.

Everyone is engaged

(colleague engagement)

1 In FY 2024, we achieved a 77% response rate to our Annual

Colleague Engagement Survey, and a 73.5% overall engagement

rate, which was a 4.6 ppt improvement on last year.

2 In response to our FY 2023 Colleague Engagement Survey we

increased the number of Coffee & Connect Sessions with our

ELT and we launched our formal Performance Management

Framework.

1 We aim to increase our engagement rate in the FY 2025 Colleague

Engagement Survey.

2 We will use the feedback provided by Future colleagues through

the FY 2024 Colleague Engagement Survey to continue to improve

Future as a workplace.

Everyone is supported

(well-being & safety)

1 We currently have 18 trained Mental Health First Aiders at

Future across various locations, who support colleagues across

the business and are available to contact should colleagues feel

they need additional support.

1 We will continue to support the development of our Mental Health

First Aiders through re-training, and spread awareness of their

presence through internal communications.

recognise that our business cannot

thrive without a strong workforce. We

remain proud of our unlimited leave

policy. This year, unlimited leave became

an accessible beneﬁt for our colleagues

in the Czech Republic, and is now a

non-salary beneﬁt available to all Future

colleagues with the exception of nations

where the legal requirements state

otherwise.

All Future colleagues also receive

the non-salary beneﬁt of discounted

subscriptions to Future magazines.

Other non-ﬁnancial beneﬁts include

those such as discounted gym

memberships and shopping discounts.

All Future colleagues are eligible for the

ﬁnancial beneﬁts of our Proﬁt Pool. Our

ﬁnancial beneﬁts are referenced on page

97 (Directors’ Report on Remuneration).

Grievance Policy

We recognise that, in order for a workplace

to be fully supportive of its people, our

working environment must be one in

which colleagues feel comfortable and

indeed encouraged to air their grievances

and ideas for improvement. Future’s

grievance policy is central to our belief

that all colleagues should be treated

impartially, consistently and fairly - the

policy is internally accessible for all

Future colleagues through Futurenet.

We encourage colleagues to air their

grievances through open communication,

however if this option is not suitable

for any reason, then a colleague can

raise a grievance through the grievance

procedure. As per our grievance policy,

a colleague who wishes to raise a

grievance can do so by providing details

of the grievance in writing either to

their line manager, or a member of the

People Team via private and conﬁdential

correspondence. In most cases the

colleague will be invited to a meeting by

one of our People Advisors or Business

Partners to discuss the grievance in more

detail. For all meetings that take place

throughout the grievance process, the

colleague has the right to be accompanied

by another Future colleague or a Trade

Union representative. Wherever possible,

the outcome of the grievance will be

communicated in writing within 15

working days of the grievance meeting.

Colleagues have a right to appeal against

the grievance decision or part of the

outcome. If a colleague wishes to appeal,

the reasons must be submitted in writing

to the People Team within 5 working days

following the receipt of the outcome. The

procedures involved in raising or escalating

grievances are entirely conﬁdential and

entirely legally compliant.

In order to maintain a culture of openness

and accountability at Future, we also

maintain our Whistleblowing ‘Speak Up’

Policy, which details the formal procedure

followed should any issues be raised,

allowing colleagues to ‘speak up’ without

fear of reprisal.

What have we accomplished in FY 2024?

Future plc

at Cycle for Survival. The team cycled

for over 4 hours and raised an incredible

$3,300.

• In June, the team in New York organised

a donation drive for Pride Month,

collecting trial sized toiletries and cash

donations for unhoused LGBTQ+ youth.

• The Bath Community made a large

donation of sensory toys, weighted

blankets, ear defenders and more to

Off the Record, a mental health and

wellbeing charity supporting young

people aged 10-25 across Bath and

North East Somerset.

• The team in Cardiff held a charity bake

sale for the Huggard, Wales’s leading

charity for people who are homeless.

They also bought food and resources

for Action for Children’s annual trip to

Gorwelion and made a large donation of

essential items to the Cardiff food bank.

Our Atlanta community donated 26 wool

blankets to the Lost n Found LGBTQ+

Youth Center during winter.

We were also delighted to announce our

partnership with West Suffolk College,

speciﬁcally their Journalism and Media

Department. The networking event

held in our London ofﬁce earlier this

year was received so well by the staff

and students at the College, and the

Future colleagues involved, that a formal

partnership was established and more

events of a similar nature put straight

into the pipeline. We are particularly

excited for a ‘speed-dating style’

networking event, set to take place in our

London ofﬁce in December 2024, where

students will have the chance to have

quickﬁre conversations with colleagues

from all across Future’s workforce.

Charity & Fundraising

Each Future ofﬁce has a brilliant

Communities team, responsible for

organising ofﬁce social & charity events.

FY 2024 has been absolutely non-stop

with fantastic fundraising events run by

our Communities teams. Below are just

a few examples:

• In February, a group of colleagues based

in New York represented Team Future

Why is this important to Future?

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.

Social Impact

In FY 2023, we launched a partnership

with Career Ready, a not-for-proﬁt

organisation focusing on creating

opportunities for young people from

lower socioeconomic backgrounds by

connecting them with local professionals

and supporting them throughout the

mentorship process.

We were delighted to see 22 Future

colleagues volunteering to dedicate their

time to mentoring a local young person

FY 2024, an increase of approximately

69% from the previous year, and that

some of our mentors were able to

offer their mentees a work experience

placement in one of our ofﬁces, opening

the door to media and publishing for

young people who might not have

otherwise considered these industries as

potential future career opportunities.

PILLAR 3: COMMUNITY

It is important to us that the effects we have upon our digital

and local communities are positive. This pillar is also the home

for our charity strategy and fundraising initiatives.

Topic

FY 2024 Progress

FY 2025 Objectives

Social Impact

1 After a successful networking event run this year by our Head

of Brand Marketing Mary Bird, we were delighted to conﬁrm our

partnership with the Journalism department of West Suffolk

College. Due to its particularly rural location and distance from

London, the Journalism and Media Students at West Suffolk

College noted a difﬁculty in obtaining networking or work

experience opportunities within the industry they are so keen

to learn more about.

2 This year we were delighted to see the number of Future col-

leagues volunteering to mentor a local young person increase

by 70%, as part of our partnership with Career Ready. Multiple

colleagues were also able to organsie a week-long work experi-

ence for their mentee.

1 As part of our partnership with the Journalism and Media

Department at West Suffolk College, we hope to partake in

and host multiple networking events for the Journalism and

Media Students there. Preparations are already underway for

a ‘speed-dating’ networking event to take place in December,

whereby students have quickﬁre conversations with a selec

tion of Future colleagues, representing multiple departments,

gaining an overview of their role and their career journey so far

as well as sharing their own interests and passions.

2 We hope to continue to offer our mentorship programme

tocolleagues in FY 2025, and are currently exploring new

partnerships that would allow us to do this.

Charity & Fundraising

1 Multiple fundraising events were held by Future’s Communities

teams throughout FY 2024 and across the globe. Most of

these events were inspired by international days of recognition:

for example for Pride Month in June, New York colleagues

organised a donation drive for unhoused LGBTQ+ youth,

collecting cash donations and toiletries; a rafﬂe in our London

Ofﬁce was held for International Women’s Day, raising money

for the Marylebone Project, a centre for women facing

homelessness due to challenges such as domestic violence and

alcohol or drug abuse.

1 In FY 2025, we plan to work with the Communities teams to

support the planning and communications around volunteering

initiatives, encouraging as many colleagues as possible to use

the protected day of volunteering leave, which is available to all

Future colleagues.

2 We will continue to promote our Charity Matching Policy, which

encourages Future colleagues in their fundraising efforts for

registered charities by matching their contributions up to £300

or equivalent.

What have we accomplished in FY 2024?

Corporate Responsibility

Annual Report and Accounts 2024

Our content is what connects us to the public and is thus our

biggest opportunity to highlight ESG-related causes. It is also

through our content that we can set industry-wide standards.

and clear, whilst being realistic and

avoiding a moralistic stance.

FY 2024 has once again seen

multiple Future brands step forward

as leading voices on issues relating

to environmental sustainability and

the climate crisis. Within Women’s &

Luxury, Marie Claire have continued to

weave sustainability into the core of

their brand, providing topical content

all year round. March, for example, saw

the publication of content focusing

on the B Corp certiﬁcation, ranging

from suggestions on B Corp-certiﬁed

fashion, beauty, food and home brands,

to a deeper dive into sustainability

within the beauty industry. In April,

the team celebrated Earth Month with

pieces on how to spot greenwashing,

and the dangers of microplastics.

In April 2024, our editor of TechRadar,

Lance Ulanoff, appeared on the

Our content is accessible, engaging,

authoritative and expert so that

audiences from diverse and global

backgrounds can fuel their passions

and/or gain valuable learning. We hold

ourselves to high standards, ensuring

our content is ethical, trustworthy and

in line with our values.

Why is this important to Future?

With a global monthly audience of over

479 million, it is utlimately our content

and the breadth of our reach that gives

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 to day lives.

Diversity & Sustainability in our content

One of the primary ambitions within the

Content pillar is to embed diversity and

sustainability within our 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.

The biggest initiative to come out of

the Content Pillar in FY 2024 has been

Sustainability Mission Statements, which

have been completed by almost all of

Future’s brands. Each brand’s statement

includes their approach to covering

environmental and social issues in their

content, followed by 3 focus areas.

Popular themes emerged across brands

and verticals, such as commitments

to greater scrutiny of ‘green claims’

when promoting items, in a bid to avoid

greenwashing, and considerations about

how our brands can provide readers with

sustainability advice that is authentic

American Chat Show ‘LIVE with Kelly

and Mark’ as part of the show’s ‘Go

Green Week’, to discuss energy-

saving technology. TechRadar is also

currently planning its Sustainability

Awards, which will take place in 2025

in partnership with Seismic, and

will highlight areas such as avoiding

E-waste, digital inclusion, ‘Tech for

Good’ and supply chain sustainability.

Carbon Literacy at Future

We are pleased to announce that we

have created and will start delivering

our Carbon Literacy Training, created

in-house and certiﬁed by The Carbon

Literacy Project, to provide greater

learning opportunities to those within

Future who wish to enhance their

knowledge of the climate situation and

its relevance to us all in our personal and

working lives.

This includes members of the Board

and Executive Leadership Team, as

well as colleagues within editorial

who have put themselves forward as

wanting to increase their knowledge

and proﬁciency when addressing

sustainability-related causes in their

content. After completing their training,

these editorial colleagues will become

our ‘Sustainability Champions.’ As

well as increasing the credibility of

our content on these issues, our

Sustainability Champions will provide

support and guidance for other

colleagues looking to explore topics of

sustainability within their content.

Working with The Carbon Literacy

Project and our ESG team at Future,

our in-house trainers devised training

that would provide learners with a

comprehensive understanding of the

current claims on climate science, the

political landscape around it, Future’s

carbon footprint, and the actions we are

implementing to reduce it.

Editorial Standards

Editorial Standards are of utmost

importance at Future. We are incredibly

proud of our reputation as a trustworthy

and authentic provider of content.

Having published our ﬁrst Responsible

Content Framework in FY 2022, this

year we published Version Two of the

document, focusing on newer but equally

important issues, such as plagiarism,

sportswashing and greenwashing.

The Ethics Committee played a key role

this year in establishing the Company

PILLAR 4: CONTENT

Future plc

stance on the issues mentioned above,

which are the focus of Version Two of

the Responsible Content Framework.

The Ethics Committee’s role is to

proactively address potential ethical

issues which cannot be resolved by the

Editor-in-Chief, Content Directors, or the

respective Vertical Managing Director.

Encouraging Positive Impact

We strive to make a difference and are

driven by our desire to use our platform

positively. With a monthly audience of

over 479 million globally, we have an

opportunity to inspire positive change,

shape the world we live in and champion

positive societal impact.

In December 2023, we held our second

Positive Impact Award as part of our

annual Future Awards, collating and

sharing examples of our brands that

had demonstrated a positive impact

environmentally or societally.

The winner this year was Marie Claire

UK’s Start Somewhere Campaign.

Hosting the third iteration of their

Sustainability Awards, the Marie Claire

UK team continued to deliver expert-

led, engaging content encouraging

our audience to take small steps that

make all the difference. The content,

like the events themselves, was

aimed at demystifying, educating and

empowering our audience.

The team utilised their connections to

celebrities, activists and industry leaders

to expand the audience and amplify the

messaging. An example of this was the

Earth Month special in April 2024, which

actress, eco-activist and author Bonnie

Wright guest-edited and shared with

her 4 million social followers. Shining a

spotlight on climate change, alongside an

Editor’s letter and an interview with the

star, the campaign covered explainers on

intersectional environmentalism, vintage

shopping, and simple, actionable ways to

live more sustainably. The Marie Claire

team also became brand partners of the

UN’s ‘Fashion Avengers’, a collection of

leading fashion industry forces coming

together to inspire and accelerate

progress towards the United Nations’

Global Goals.

Topic

FY 2024 Progress

FY 2025 Objectives

Diversity & Sustainability

in our Content

1 Future brands remained at the forefront of social conversations

around diversity and sustainability throughout FY 2024. Examples

of this can be found on page 33.

2 Almost all of Future’s brands have created their own Sustainability

Mission Statements, using a framework created by the Content

Pillar group.

3 We’ve created our own Future-speciﬁc Carbon Literacy Training,

to upskill our Board, ELT and Future colleagues looking to become

‘Sustainability Champions.’

1 We will deliver our Carbon Literacy Training to our Board, the ELT

and a group of Editorial colleagues. We hope to train at least 2

Sustainability Champions within each of our editorial verticals.

2 We are working on implementing sustainability keyword tracking

within our content, which will provide us with a clear overview of the

hotspots for sustainability content across our business, and areas

for improvement.

Edtorial Standards

1 Version Two of the Responsible Content Framework was published

in February 2024. The updated document included new topics such

as plagiarism, as well as guides for editorial colleagues around the

issues of sportswashing and greenwashing.

2 The Ethics Committee has continued to meet quarterly, and

discuss internal decisions & dilemmas of an ethical nature which

could not be resolved by the relevant management.

1 Though our current Responsible Content Framework has a short

section on greenwashing, this issue is becoming more prominent

and consequently we plan to create a more detailed and instructive

greenwashing policy for editorial colleagues.

We will continue to ensure that the Ethics Committee holds

quarterly meetings to address issues that arise.

Encouraging Positive Impact

1 As part of the intention to celebrate the way in which Future’s

content creates positive impact, at the end of the last calendar year

we held the Positive Impact Awards, collating and sharing examples

of our brands that had demonstrated positive impact. Read more

about the awards and the winner above this table.

1 We will continue to promote and celebrate the Positive Impact

Award, which is a great example of Future brands creating positive

impact outside the workplace.

What have we accomplished in FY 2024?

Non-ﬁnancial and sustainability

information statement

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 11 for more details on our business model.

Reporting Requirement

Relevant Group principal and

emerging risks, pages 49-51.

Policies which govern

our approach (available on

Future plc website)

Policy embedding, due diligence,

outcomes and key performance

indicators

Environmental Matters

• Carbon performance,

metrics and targets

• TCFD and CFD reporting

Climate change, page 51.

TCFD and CFD, pages 54-70.

Risk section, pages 47-53.

Responsibility Report, pages 21-34.

Climate-related risks and opportunities,

pages 54-70.

We are fully compliant with all CFD

requirements. See page 55.

Colleagues

• Health and safety

• Culture and ethics

• Inclusion and diversity

• Well-being and support

Key person risk

People

Health and Safety Policy

Diversity, Equity & Inclusion Policy

Whistleblowing Policy

Responsibility Report, pages 21-34.

Risk section, pages 47-53.

Corporate Governance Report, pages

73-91.

Directors’ Report, pages 89-91.

Social Matters

• Contributing to the economy

• Partnership

Personal data

Cyber security and IT

Digital advertising market changes

Charity Policy

Health and Safety Policy

Responsibility Report, pages 21-34.

Risk section, pages 47-53.

Financial Review, pages 43-71.

Directors’ Report, pages 89-91.

Human Rights, Anti-Corruption

and Anti-Bribery

• Reinforcing an ethical business culture

• Speaking up against wrongdoing

• Prevention of bribery and corruption

• Approach to human rights and

modern slavery

Personal data

Cyber security and IT

Economic & geo-political uncertainty

Anti-corruption and Bribery Policy

Whistleblowing Policy

Slavery and Human Trafﬁcking Policy

Responsibility Report, pages 21-34.

Risk section, pages 47-53.

Directors’ Report, pages 89-91.

Corporate Responsibility

Annual Report and Accounts 2024

Future plc

How we engage with

our stakeholders

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.

Corporate

responsibility

• We continue to improve our data

functionality to understand changes in

demand and market share.

• Our audience, editorial and content (ACE)

working group is a key part of knowledge

sharing.

• Future has invested in additional video

and social resource, as well as increased

data capacity, to understand audience

behaviour on social media platforms and

engage users wherever they come into

contact with our brands.

• We ensure that our platforms continue

to evolve to meet the needs of our new

audiences.

Updates on our Vanilla

platform include:

– Category taxonomy has rolled out on

most of our legacy Future websites,

which allows users to navigate our

content by topic (eg Phones,

Computing, TVs) rather than content

type as previously (eg Opinion, News).

More recently migrated sites (eg via

acquisitions) have this architecture

already but it was lacking on older sites.

– Work has been undertaken to improve

user experience and performance,

including new Core Web Vitals

measurements, to ensure pages load

faster and respond quickly to user

interactions, particularly for users with

slow connections.

– A new homepage design was rolled

out for WhoWhatWear’s migration to

Vanilla, meeting user and advertiser

expectations for an attractive, premium

environment.

– Hawk was improved to meet needs of

‘fast fashion’, with a leaner version

(‘Egg’) created for products that are

likely to be promoted once and sell

out quickly.

We have also made signiﬁcant updates to

the Go.Compare platform, continuing our

commitment to delivering a robust,

customer-centric platform that drives

business growth, improves customer

retention and provides a scalable

foundation for future innovations.

Speciﬁcally:

• Car and Home Rollouts: Successfully

launched Car and Home products on the

new platform, providing greater efﬁciency

and reduced duplication of effort.

• Scalable and Resilient Cloud Platform:

Adopted a cloud-ﬁrst architecture with

multi-region capabilities, ensuring high

availability and supporting future growth.

OUR AUDIENCE

Description

Through regular engagement, the Board

recognises the evolution of Future’s

relationship with its audience, which is

key to shaping the Company’s strategy.

Forms of engagement

• Analysis of our target audience by

vertical, our activity and our audience

development strategy was shared with

the Board, as part of the Board strategy

session.

• The CEO’s monthly reports to the Board

include audience performance updates.

The Chief Executive also meets with the

Chair bi-weekly.

• Audience performance is a standing

agenda item in the ELT, sales and

business review meetings, which are

attended by the CEO and the CFO.

• We receive feedback from our audience

in various ways, including regular

engagement with subscribers on topics

such as value-for-money, usage and

content preferences and user testing

sessions to gather qualitative feedback,

observe how users interact with our sites

and assess overall site effectiveness.

• The Board has a standing invitation to

attend Future events, where they have

the opportunity to meet our audience.

Key issues or priorities identiﬁed

• Signiﬁcant differences in audience

performance across verticals.

• Google rankings on core search terms are

subject to change.

• Google algorithm updates continue to

affect performance.

• Execution continues to be key in ensuring

audience performance.

• Expert content continues to be the driver

of audience that can be monetised.

Expertise, authority and trust are still

critical, whether on Future’s websites or

elsewhere, such as social platforms.

Outcomes and impact on principal

decisions

•Our Growth Acceleration Strategy

includes investment in expert content,

with a focus on reviews and videos, to

deliver the best possible advice and user

experience to our audiences.

• Importance of brand strategies covering

brand purpose and user needs.

• Growth in off-platform audience via

social media.

• Centralised Login and Account

Management: Standardised login features

across products, simplifying user access

and improving security.

• Consistent User Experience:

Implemented a uniﬁed user experience

across Car, Home and Van journeys by

leveraging shared components, giving

customers a seamless and familiar

interface across products.

• Enhanced Customer Journey Insights:

Introduced comprehensive tracking and

analytics capabilities, allowing us to gather

detailed insights into customer interactions

and optimise each touchpoint.

• Accelerated Deployment and Innovation:

Transitioned from bi-weekly releases to

multiple daily deployments, enabling

faster time-to-market and continuous

delivery of new features.

• Improved Testing and Quality Assurance:

Automation-ﬁrst quality approach: over

5,000 tests, including end-to-end,

component, and API tests, driving higher

quality releases and consistency across

products.

OUR CUSTOMERS

(INCLUDING ADVERTISERS)

Description

Customers (including advertiser

relationships and content buyers) are

fundamental to monetising our content and

delivering on our strategy.

Forms of engagement

• Regular attendance by our Executive

Directors and members of the Executive

Leadership Team and other colleagues,

both at Future events and at industry

events, including CES, Cannes, Digiday

and Givsly.

•Meetings between the Executive Directors

and our customers, including advertising

agencies and content buyers.

• Chief Executives and other senior

members of some of our customers and

advertising partners presented at our

Board meeting in New York in July.

• Regular reports on customer and advertiser

performance by our CEO to the Board.

Key issues or priorities identiﬁed

• Continue to promote the Future brand, as

well as our titles.

• Mitigate the risk of detrimental advertising

market changes.

For further details,

Corporate Responsibility

Annual Report and Accounts 2024

please refer to the ‘Risks and

uncertainties’ section on page 47.

• Deliver audience proﬁle and size to

optimise advertising and ecommerce

sales.

• Maintain relationships with customers

who rely less on advertising agencies for

their advertising decisions.

• Bringing the US business performance to

parity with our UK business, driving

signiﬁcant revenue opportunities.

Outcomes and impact on principal

decisions

• Our Growth Acceleration Strategy

includes a focus on, and investment in, US

digital advertising, as one of its strategic

priorities.

• We have secured 11 new agreements

with US agencies over the last 12 months

and are targeting further agreements in

the coming months.

• Investment in a new CRM system.

• Investment in livestreams as a format.

OUR PEOPLE

Our colleagues are integral to Future’s

operations and the successful execution

of our strategy.

Future employs a range of

engagement touchpoints to ensure that

the Board has the necessary insights into

the employee population and that their

voice is considered in the Board’s

decision-making.

Regular Forms of Engagement

• Monthly Town Hall meetings, where the

Executive Directors update colleagues

on business performance. There is a

strong cultural emphasis on embracing

questions and feedback, where

colleagues can submit questions

anonymously or ask them live.

The

Board are invited to these virtual

meetings and the recordings are also

shared with them.

• Regular all-colleague emails from the

CEO with business updates and other

announcements.

• A comprehensive colleague engagement

survey is run annually to assess employee

sentiment, gather feedback and create

action plans to improve the employee

experience. Listening sessions were

conducted in addition to the survey, with

feedback given to the Executive

Directors.

• A People & Culture data snapshot is

shared as part of every Board meeting so

that there is a numeric view into the

employee population, including trends

around the employee lifecycle.

• Nominations Committee session on

talent and succession planning.

Additional Methods of

Engagement in FY24

•

The Board joined the Executive

Leadership Team for a strategy day in

March, followed by a dinner.

• A Women’s Leadership and Networking

event was held mid-year to create a

forum to discuss the representation of

women leaders in our organisation.

• Site visits made by Board members to our

Bath, New York and London ofﬁces to

engage directly with senior management

and colleagues from across the business,

which have included:

- Live ‘Ask the Board’ Q&A sessions for all

colleagues in New York in July and in

Bath in September.

- A dinner with the New York Senior

Leadership Team and other key

managers in July.

• Board members matched as mentors for

all ELT members.

Key Issues or Priorities Identiﬁed

• Recruitment and retention of talent to

support our growth strategy.

This

includes ensuring that we are thinking

globally about how we recruit and retain

talent, particularly in our US market.

• People & Culture improvements,

including updated organisational values

and the emphasis on a transparent

culture that communicates effectively.

• Progress on our DE&I strategy and the

importance of better understanding the

demographics of our workforce and the

representation of colleagues in different

groups.

• Importance of career development,

particularly for high potential employees.

Outcomes and Impact on

Principal Decisions

Our Growth Acceleration Strategy

includes organisational health as one of

its strategic priorities,

ensuring we

develop an engaged team with effective

communication, alignment, systems and

tools. Updates have included:

• An improved employee engagement rate

of 73%, as measured by our annual

colleague engagement survey (a 4-point

improvement from the year prior).

Shorter, quarterly pulse surveys have also

been introduced to allow for more regular

assessment.

• Update of our company values that serve

as the framework of how we operate and

make decisions.

• A new performance management

process that includes connected goal

setting at every level of the organisation

and a new system for rewarding

performance and results in alignment

with our values.

• A further developed DE&I strategy,

including making our recruitment

process more inclusive, supported by

unconscious bias training and

organising listening sessions with

colleagues who identify as being within

one or more of the following groups, to

help us understand their perspectives

and experiences at Future and to

identify our challenges and assess

opportunities for improvement: Women

& Gender Diverse; Neurodiversity,

Disability; Pride: LGBTQIA+; Ethnic

Minority/Diversity.

• Investment in multiple people initiatives,

such as new data and reporting

capabilities, investment in compensation

benchmarking to align with market pay

rates, a full suite of people management

training, development and deployment of

multiple skill-speciﬁc training programs

for employees, investment in hiring tools

to make our practices more inclusive and

a new onboarding framework and tools to

enhance employee experience, among

other efforts.

• Feedback informing, amongst other

things, communication with colleagues,

development opportunities and action

planning by the Executive Directors, the

Executive and Senior Leadership Teams,

and localised planning by line managers

across the business.

• A regular review of Future’s leadership

bench strength for the purposes of

development and succession planning.

OUR COMMERCIAL PARTNERS

AND SUPPLIERS

Description

Our business relies on strong and mutually

beneﬁcial partner relationships.

Forms of engagement

• Executive Directors’ engagements

(meetings, conferences) with key

suppliers and partners.

• Regular CEO meetings with technology

partners, clients and agencies.

Future plc

•Regular meetings with the large

platform businesses, such as Facebook,

Google and Snapchat, throughout the

year.

• We engage and meet regularly with key

raw material and service providers to

ensure they understand and align with

our objectives.

Key issues or priorities identiﬁed

• Mitigation and management of social

and environmental impacts.

•Project design and innovation.

• Effective governance and operations.

•Fair expectation in the delivery of

projects and prompt payment.

Outcomes and impact on principal

decisions

• An example of collaboration with our

key partners was the Board’s approval,

in November, of a wholesale agreement

renewal with Smiths News.

•As well as testing the use of AI in our

own products and services, we are

working

with companies in our industry,

via associations such as the News Media

Alliance, where Jon Steinberg is on the

Board, to protect the copyright in our

content against infringement by third

parties.

• We continue to monitor developments

and to work with our key vendors in the

area of privacy.

• Regular updates have been provided to

the Board.

• Future will continue to use the existing

trading agreements with key agencies,

while expanding their scope to cover

any new brands that we own and

operate.

• Improved understanding and

management of the risks related to our

relationships with our partners.

• We have worked closely with our

various suppliers on reducing

emissions, as detailed on page 24.

•Board review of Future’s Modern Slavery

Statement, including report on steps

taken to identify, address and prevent

modern slavery in our operations and

supply chains.

• Audit and Risk Committee review of the

Group’s supplier payment practices and

the procedures in place to safeguard

both Future and suppliers from fraud.

REGULATORS

Description

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.

Forms of engagement

• Regular engagement of the Chair, Audit

and Risk Committee Chair and

Remuneration Committee Chair, as well

as senior Future employees, in relevant

stakeholder forums regarding the

proposals for corporate governance and

audit reform, including attendance by the

Audit Committee Chair at a presentation

by the FRC CEO on the UK Corporate

Governance Code 2024.

• Brieﬁng on the UK Corporate

Governance Code 2024 for the Audit and

Risk Committee.

• Periodic engagement by senior Future

employees with regulators including the

FCA, the CMA, IPSO and the ICO.

• Monitoring the impact on Future of

regulatory changes, including via the FTC

and ASIC, and relevant court decisions in

the countries where we operate.

• Engagement with the UK Professional

Publishers’ Association, the US News

Media Alliance and the UK Price

Comparison Association.

Key issues or priorities identiﬁed

• The potential impact of artiﬁcial

intelligence (AI) on Future’s business,

from the perspectives of both providing

potential additional trafﬁc to our

properties and of the need to protect our

rights in our content, as well as potential

efﬁciency gains from the use of AI.

• ICO “Reject All” requirement for

websites.

• Californian court decision on analytical

tracking tools, which are widely used by

companies online.

• Third-party cookie deprecation.

• An ongoing dialogue helps us to maintain

our high standards of regulatory

compliance.

• Ongoing Consumer Duty obligations

related to Go.Compare.

• Ongoing assessment of the

implementation of the Digital Markets,

Competition and Consumers Act,

particularly vis a vis subscriptions.

• Preparation for UK Corporate

Governance Code 2024.

Outcomes and impact on principal

decisions

• 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.

• We have been testing the

inclusion of

ﬁrst layer “Reject All” options on our

websites.

• We are working to minimise the impact

on Future of the Californian court

decision on analytical tracking tools.

• Ongoing constructive dialogue with the

FCA to provide an understanding of our

strategy, business plans and culture, as

well as to respond to ad hoc enquiries and

to report any relevant issues.

• The Go.Compare Board, which includes

Future plc Executive and Non-Executive

Directors, receives regular updates on

Go.Compare’s Consumer Duty

compliance activities and attests to its

compliance annually.

• We hold the Federal Trade Commission

(FTC) approved KidSAFE+ COPPA-

CERTIFIED Seal (US - Children’s Online

Privacy Protection Act) for our child-

directed The Week Junior US Kids

website. This is audited annually by

KidSAFE and involves a report

submission (and review) to the FTC.

INVESTORS (INDIVIDUAL AND

INSTITUTIONAL) AND OTHER

PROVIDERS OF DEBT AND ANALYSTS

Description

Listening to the views of our investors

(equity and debt) and seeking to address

their needs and generate value for them

allows for Future’s long-term sustainable

success and its contribution to wider

society.

Forms of engagement

• The CEO and CFSO presented the full

year results and the interim results and

took questions from analysts.

• The Chair, CEO and CFSO held regular

meetings with our largest shareholders.

• The CEO and CFSO held meetings with

target investors based in the UK, US and

parts of Europe.

• The CEO and CFSO attended investor

conferences during the year. These

included the Berenberg UK conference

in March 2024 as well as a ﬁreside chat

with JPM in January 2024 and Investec

in July 2024.

Corporate

responsibility

Corporate Responsibility

Annual Report and Accounts 2024

• The CEO and CFSO held meetings with

equity sales teams and analysts in

December 2023 and May 2024.

• The Board attended the AGM, with an

opportunity for shareholders to ask

questions before, during and after the

meeting.

• The CEO and CFSO held Future’s ﬁrst

dedicated debt investor session as part

of the FY 2023 annual results

presentations.

This will now become a

regular feature of our annual and interim

results presentations.

• The Board received reports on analyst

consensus, latest shareholder feedback,

changes in the share register and key

shareholder engagement activities

undertaken by the Executive Directors

and the Director of Investor Relations.

•

The Board received updates from the

Company’s brokers and advisers on

market performance, bid defence and

capital structure and on shareholder

sentiment regarding Future’s

performance, strategy and dividend policy.

• Board members received analyst reports

throughout the year as well as end of day

emails on key announcement days.

• The Board was kept updated on Future’s

climate disclosures, its carbon footprint

and actions being taken to prepare for

further climate-related regulations.

•

Engagement with environmental, social

and governance (ESG) ratings agencies

that many investors and debt providers

rely on to gauge sustainability credentials.

• Ongoing dialogue with shareholders and

proxy agencies regarding remuneration.

Key issues or priorities identiﬁed

• Strategy and investment priorities.

• Progress and delivery against strategic

and ﬁnancial KPIs and targets.

• Capital allocation and leverage.

• Share price performance.

• ESG data and performance.

• Succession planning across the

leadership teams and appropriate

remuneration policy.

Outcomes and impact on

principal decisions

• Consideration of feedback to inform,

amongst other things, Future’s long-term

strategy, ﬁve year plan, dividend policy,

capital allocation and approach to ESG

and other governance issues.

• The Board approved the Growth

Acceleration Strategy, which was

announced in December, to drive

adjacent opportunities to generate

revenue growth and cash generation.

• The Board approved the reorganisation

of the operating structure into 3 core

divisions: B2C, Go.Compare and B2B, as

announced in February.

• Full repayment of the RCF in May.

• Engaged with shareholders on our

capital allocation, resulting in a return of

cash through a share buyback, as

announced in May.

• Announcement of the Board’s intention to

propose a ﬁnal dividend of 3.4p for 2024.

• £100m prepayment made on the

Export Development Guarantee

facility in February.

Why we engage

Impact on Future

Value created

Our

audience

We are the platform for creating and distributing

trusted, specialist content, to build engaged and

valuable global communities. Our purpose is to

ignite people’s passions. These communities are

central to our business and without them we would

not exist.

Our audience is largely endemic and intent-led.

We reach our audience through our websites,

email newsletters, social platforms, events and

subscriptions. We focus on providing trusted,

specialist content to ensure we meet our

audience’s different needs.

Strong, specialist communities are a differentiator

in media. Our diversiﬁed business model provides

us with revenue streams from newsletters, online

advertising, print and events. It also provides us

with the opportunity to make a difference, using

our collective strength to inspire positive change.

Our People

Engagement helps Future attract, retain and

develop a diverse and talented workforce. We aim

to be a healthy, high-performing organisation for

our employees.

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.

Our workforce reﬂects the communities we

serve. Our culture is a powerful asset and

empowers and enables our people to deliver our

purpose, supported by our values.

Our

Investors

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.

Our investors provide access to capital and liquidity

in our shares. Shareholders are directly consulted

by the Board on such matters as Remuneration

Policy and views are sought on key corporate

activity.

Successful execution of the strategy drives

strong earnings performance.

Our

commercial

partners and

suppliers

Fostering healthy reciprocal relationships helps

Future to achieve the greatest all-round value from

its investments and activities.

Developing mutually beneﬁcial relationships with

our commercial partners and suppliers and 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.

Regulators

Constructive engagement aims to ensure we

maintain a high standard of regulatory compliance,

while also ensuring new laws that impact our

business are balanced and proportionate.

Public policy and regulatory frameworks inﬂuence

the markets where we operate.

Considered and expert sector views; delivery

of policy and regulatory aims on topics such as

Consumer Duty, AI and Privacy.

Engagement value

(a)

The likely consequences of any

decision in the long term

Strategic report:

Our business model (page 11)

Chair’s statement (page 9)

Chief Executive’s Q&A (page 16)

Key performance indicators (page 14)

Risk management (page 47)

Viability statement (page 52)

Corporate Governance report:

Chair’s governance statement (page 73)

Board activities (page 80)

Audit and Risk Committee report (85)

(b) Interests of the Group’s employees

Strategic report:

Our business model (page 11)

Responsibility Report (page 21)

Stakeholder engagement (page 36)

Corporate Governance report:

Chair’s governance statement (page 73)

Board activity (page 80)

Audit and Risk Committee report (page 85)

Nomination Committee report (page 82)

Remuneration report:

Remuneration Committee Chair’s statement

(page 92)

Directors’ pay in a wider setting (page 104)

futureplc.com:

Responsibility

Gender pay gap report

Fostering the Group’s business relationships

with suppliers, customers and others

Strategic report:

Our business model (page 11)

Responsibility Committee report (page 21)

Stakeholder engagement (page 36)

Investment (page 13)

Performance (page 43)

Risk management (page 47)

Corporate Governance report:

Board activities (page 80)

Audit and Risk Committee report (page 85)

(

d) Impact of the Group’s operations on the

community and our environment

Strategic report:

Responsibility Report (page 21)

Climate-related ﬁnancial disclosures (page 54)

futureplc.com:

Responsibility

d) Impact of the Group’s operations on the

community and our environment

Strategic report:

Responsibility Report (page 21)

Climate-related ﬁnancial disclosures (page 54)

futureplc.com:

Responsibility

(e) Maintaining our reputation for high

standards of business conduct

Strategic report:

Responsibility Report (page 21)

Non-ﬁnancial information statement (page 35)

futureplc.com:

sponsibility

Modern slavery statement

(f) Acting fairly as between members

of the Group

Strategic report:

Responsibility Report (page 21)

Corporate Governance report:

Chair’s governance statement (page 73)

Directors’ Report (page 89)

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:

Section 172(1) Statement

Future plc

Corporate Responsibility

Annual Report and Accounts 2024

Some of the key decisions considered

by the Board in FY 2024, and how the

Board had regard to Section 172(1)

matters when discussing them, are set

out below:

Growth Acceleration Strategy

Relevant Section 172(1) decision criteria:

(a), (b), (c), (d), (e), (f)

Relevant stakeholders

: Audience,

Customers, People, Commercial

Partners and Suppliers, Investors

Stakeholder Impacts:

The launch of the

new Growth Acceleration Strategy was

aimed at building on our strong

foundations to ensure that the Group is

well-positioned to capitalise on future

opportunities in its attractive and

growing markets.

It includes a two-year

investment programme of £25m-£30m

to drive acceleration in a compounding

model by

(i)

growing a highly engaged and

valuable audience;

(ii)

diversifying and increasing revenue

per user; and

(iii) optimising our portfolio.

Decision:

The Board approved the

Growth Acceleration Strategy, which has

the clear aim of ensuring that the Group

is optimally positioned for future growth

when the macro backdrop improves.

leverages Future’s inherent strengths,

strong ﬁnancial characteristics and

unique proposition, making active

investments in targeted areas where the

Group has clear growth opportunities, for

the beneﬁt of all stakeholders.

Read

more about the strategy on page 12.

CFO succession

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 CFO has an impact on all

aspects of the Group and therefore on all

of our stakeholder groups, given their

responsibility for the ﬁnancial

performance of the Group.

The Board

was conscious of this throughout the

new CFO selection and appointment

process.

Decision:

The Board approved the

appointment of Sharjeel Suleman as

CFO, who joined on 16 September 2024.

His industry experience from his roles at

ITV, in particular driving growth across

international markets, made him the ideal

candidate for the role, for the beneﬁt of

all stakeholders.

related content as well.

TCFD Thematic Area 4: Metrics

and targets

Future plc

Task Force On

Climate-Related

Financial Disclosures

We have historically tracked our impact

on climate change through disclosing

Scope 1 and 2 GHG emissions (see page

26), disclosing Scope 3 emissions (FY

2022 data) for the ﬁrst time in FY 2023

following our ﬁrst comprehensive Scope

3 review to understand the impact of

our value chain. Further work has been

undertaken in FY 2024 including a

completeness analysis to determine that

all possible emissions are adequately

captured, and our FY 2024 Scope 3

emissions (FY 2023 data) are also

disclosed on pages 26.

Internal carbon prices

We do not currently use an internal

carbon price, as our focus in FY 2024

has been to determine completeness

of our Scope 3 footprint and set

targets for all metrics associated with

the risks indentiﬁed. We will consider

implementing an internal carbon price

in future years in support of meeting

those targets, for example to incentivise

behaviour change from staff when

travelling for business.

Future’s strategy includes growth

through acquisitions. Our climate related

metrics and targets will be reviewed and

rebased as necessary following material

acquisitions.

Transition risks

1. Increased regulatory costs in the

transition to a low-carbon world

(see page 63).

We are targeting a 42% reduction in our

overall emissions by FY 2030 and a 90%

reduction in our overall emissions by FY

2050, reducing our exposure to this risk,

and we have already started to take steps

to reduce the amount of carbon we emit

in our business through our value chain,

which has reduced by 27% year on year.

Capital deployment

Future operates a low capital

expenditure model. The Responsibility

Committee of the Board will review and

approve any expected cost of delivering

on our target of reducing our GHG

emissions by 42% by FY 2030 and by

90% by FY 2050, which is considered

to be the biggest climate-related

requirement for capital deployment.

2. Changes in the Advertising Sector

(see page 64).

We are actively working to reduce our

emissions from ad serving. The work

we have undertaken in FY 2023 and

FY 2024 has led to a decrease of 36%

in digital GHG emissions. We expert to

report a further 60% reduction in FY

2024 (reported in our FY 2025 report).

3. Increase in operational costs

(see page 65).

We have considered the increase in

energy prices that may be imposed on

businesses in a low carbon world, which

we believe is virtually certain in a 1.5°

scenario (medium to long timeframes)

and 2° scenario (long timeframe) and very

likely in a 2° scenario (medium timeframe)

and 3° scenario (medium to long

timeframes). We measure our energy

costs and Scope 1, 2 and 3 emissions

(see page 26) and will continue to do so in

order to assess the impact this may have

on our business moving forwards.

Physical risks

4. Resilience of our business to extreme

weather events (see page 66).

In the case of a 2° or 3° scenario, Future

could incur additional costs in relation to

labour, upgrading digital equipment and

upgrading data centres. We have deﬁned

the metrics we will use to monitor this

risk (see page 66).

Transition opportunity

1. Change in audience behaviour

(see page 67).

We have not yet set a ﬁnancial target

for this area, however if we see climate-

related search trends increasing we

would expect to see a signiﬁcant

increase in ad revenue from advertising

around climate-related content, and

targets may be set

going forwards to

reﬂect this.

Reﬂecting the impact of climate

change in our ﬁnancial statements

Future operates a three-year forecasting

cycle, which has been used to determine

the short-term timeframe for the climate

change scenario testing. None of the

risks identiﬁed in the table on pages

63-66 have a material impact on the

business in the short-term. The Group’s

impairment testing for goodwill (as set

out on page 149) included sensitivities

for the impact of the most material risk

identiﬁed, being the risk of a reduction

in digital advertising revenue as a result

of failing to reduce our emissions from

digital advertising and therefore falling

off Scope3.com’s “green” lists. The

output of our scenario analysis has

shown that any material impact arises

over a longer time frame.

In our approach to Viability Statement

modelling (see page 52), the Group

has sensitised its ﬁnancial forecasts,

taking into account climate-related

transition risk 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 short- to

medium-term period.

The Group has also considered the

impact of climate-related risks in its

assessment of going concern (see pages

45-46), with no material uncertainties

over the Group’s ability to operate as a

going concern.

b. Our organisation’s Scope 1, Scope 2

and Scope 3 greenhouse gas (GHG)

emissions and the related risks

c. The targets we are using to manage climate-related risks and opportunities

and performance against targets (CFD G)

Financial review

Annual Report and Accounts 2024

Contents

Corporate

Governance.

Chair’s introduction

Governance framework

Board of directors

Nomination committee

Audit and risk committee

Directors’ report

Directors’ responsibilities

statement

Directors’ remuneration report

Annual report on remuneration

Future plc

Corporate governance

Annual Report and Accounts 2024

Corporate

Governance

Chair’s introduction

programme of £25m-£30m, aims to

return the Group to organic growth

whilst maintaining the Group’s strong

ﬁnancial characteristics of high margin

and strong cash conversion.

We are

already seeing green shoots from this

strategy in FY 2024.

Key pillars of the strategy are: growing a

highly engaged and valuable audience;

diversifying and increasing revenue

per user; and optimising our portfolio.

On the last point, we have announced

the reorganisation of the Group into

three distinct business units - B2C,

Go.Compare and B2B, which will be fully

effective during FY 2025.

We also reminded our shareholders of

the Board’s view that the businesses

making up the Group are signiﬁcantly

undervalued and that the Board will

continue to keenly appraise performance

and will actively look at further options

to accelerate value creation across the

Group’s business units.

With that ambition and pace of change,

the Board continues to believe that

effective corporate governance and

integrity remain critical to our success.

Diversity and inclusion

We adopted a new Board Diversity and

Inclusion (D&I) Policy in 2023, which also

applies to the Board’s Committees.

I have

commented further on our D&I initiatives

in my introduction to the Nomination

Committee report on page 82.

Following completion of the Board

changes outlined on page 74, we no

longer have a woman in the role of Chief

Financial Ofﬁcer and the percentage

of women on the Board has reduced to

33 percent.

I comment further on the

background to this, and the actions we

will take as a Board, later on in this report

(on page 83).

We have two members

of the Board from an ethnic minority

background.

In accordance with the

FCA’s disclosure requirements, we have

included this information in a tabulated

format, on page 28, together with the

required information about our executive

management.

It is also clear from our D&I Policy that,

as well as a diverse Board, we promote

an open and inclusive culture in Board

and Committee meetings.

Cognitive

diversity is key to ensuring that

discussion and debate in the boardroom

are of the highest quality; our Directors

are encouraged to share their views and

their views are all taken into account,

without bias or discrimination.

This was

borne out in the externally facilitated

Board performance review we ran in FY

2024, further details of which are set out

on page 81.

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.

Engaging with our stakeholders,

including our Future colleagues

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 and 37 and some

highlights from 2024 are:

• The Board regularly receives updates

on the operational and ﬁnancial position

of the business. It also receives updates

on the impact of our actions on our

stakeholders and other topics that are

relevant to Future’s business.

Each

Board meeting includes a ‘deep dive’

on a speciﬁc area of the business,

where the leadership team for that area

presents both a backward and forward-

looking view, and from an internal and

an external-facing perspective.

In FY

2024, for example, this included deep

dives on artiﬁcial intelligence, audience

development, subscriptions, our

responsibility strategy, and people and

HR systems.

• Board members take regular

opportunities to meet face-to-face with

management and employees, to underpin

the Board’s role of ensuring a clear focus

on our long-term strategic objectives and

supporting senior management to make

quick and robust decisions, responding to

the needs of the business, on behalf of all

stakeholders.

• Board members joined the Executive

Leadership Team in March, for a review

of the overall strategy and performance

in the HY.

This was followed by a dinner

which some members of the Senior

Leadership team also joined.

• The Board is kept updated on the results

of the Company’s employee engagement

surveys.

• We held our July Board meeting in the

Group’s New York ofﬁce.

As part of that,

the Board took part in a Q&A session

at which all staff were invited to put

their questions to Board members.

Informal events were also organised

with members of both the Executive

Leadership team and the Senior

Leadership team.

“We use the car analogy

to explain our Growth

Acceleration Strategy,

with that being the fuel

to drive business growth;

in the same way, effective

corporate governance

doesn’t always need to

be a brake.

We use it

more as a steering wheel,

helping us to steer the

organisation in the right

direction, for long-term

sustainable success.”

Richard Huntingford

Chair

Dear fellow shareholders,

I am pleased to present our Corporate

Governance report for 2024.

Year in review

In the Strategic Report section (page

9) I noted that FY 2024 was once

again a year of change and continued

macroeconomic challenges.

It was also

one in which the Group’s diversiﬁed

business model and laser focus on

the execution of the strategy has

enabled the Group to navigate the

year successfully, making progress on

the strategy whilst meeting market

expectations and focusing on creating

value for all stakeholders.

The Growth Acceleration Strategy, which

we announced in December 2023 and

which includes a two-year investment

Future plc

• We held a similar Q&A session for our

staff based in Bath, in September.

• We met regularly with shareholders

through one-to-one meetings,

conferences and at the Annual

General Meeting.

• The Board sought to balance

the interests of all stakeholders

throughout the year. Please see page

41 for examples of key strategic

issues considered and Board

decisions taken in 2024 and page

40 for an explanation of how the

Board has had regard to the section

172 matters (including certain key

stakeholder considerations).

Acquisitions and Portfolio Optimisation

As noted in the Strategic Report, given

market conditions during FY 2024,

adding to the Group’s content and

capabilities through acquisition was

not a priority.

We therefore made no

acquisitions during the year.

However, as

a potential accelerator, should the right

opportunities and market conditions

prevail, M&A remains a key pillar of

our strategy.

As noted in our pre-close

trading statement in September, the

Group began the closure of a number

of non-core or low to no growth assets,

including its external video production

unit, selected events and a small number

of print and digital brands, representing

c.£15m of annualised revenue and with

margins below the Group’s average.

Board changes during the year

We were delighted that Sharjeel

Suleman joined Future as our new Chief

Financial Ofﬁcer on 16 September

2024, following a thorough search

process, which was supported by Russell

Reynolds, a global search ﬁrm.

Sharjeel

joined Future from ITV Studios, where

he had been Chief Financial Ofﬁcer

for ﬁve years.

Before this, he held a

variety of senior ﬁnance roles at ITV plc,

including Director of Group Finance and

Director of Investor Relations.

He brings

a broad industry experience to Future,

particularly in media and driving growth

across international markets.

Sharjeel’s appointment followed the

departure of Penny Ladkin-Brand from

the Board on 28 July 2024.

I would like to

thank Penny for her great service to the

Board and her major contribution to the

success of the Company and wish her

every success in the future.

Other than Sharjeel’s appointment,

further details of which are set out in the

Nomination Committee report and in the

Directors’ Remuneration Report on page

92, and Penny’s departure, the other

Board changes during the year were

those already mentioned

in the FY2023

Annual Report, namely:

• Ivana Kirkbride joined the Board on

15 December 2023 and became Chair

of the Responsibility Committee on 1

February 2024

• Mark Brooker became Senior

Independent Director on 1 February

2024.

Mark also continues in his role as

Chair of the Remuneration Committee.

• Hugo Drayton resigned from the Board

on 31 January 2024.

You can read more about the work that

the Nomination Committee and the

Remuneration Committee have done

to ensure a smooth CFO transition, as

well as wider Board and ELT succession

planning, starting from pages 82 and

92.

The Remuneration Committee was

also very much involved in Sharjeel’s

remuneration arrangements and Penny’s

leaver treatment, and you can read more

about that on pages 92 and 93.

Remuneration

The Board was very pleased that a large

majority of our shareholders voted to

approve the Directors’ Remuneration

Report at the AGM in February 2024,

although we acknowledge that a

minority of shareholders either withheld

Compliance with the 2018 Code

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 12, 21

Division of responsibilities

page 76

Composition, succession and evaluation

pages 81, 82

Audit, risk and internal control

page 85

Remuneration

page 92

The Company conﬁrms that it has complied

with the provisions of the Code throughout the

ﬁnancial year, or where it has not complied, an

explanation has been provided below:

Provision 5 - Approach to Workforce

Engagement

We have not had a speciﬁc director responsible

for workforce engagement throughout the

ﬁnancial year. Instead, each Director was

tasked with different engagement objectives,

to drive an inclusive and engaged culture.

However, as noted on page 75, in September we

appointed our ﬁrst nominated Non-Executive

Director for workforce engagement.

Provision 41 - Engagement with Workforce on

Executive Remuneration

In our Remuneration Report, you will ﬁnd the

rationale for our Executive Director pay

decisions, including the ﬁxed elements such as

base salary, as well as the reasoning for the

performance metrics tied to our annual bonus

and LTIP targets.

For the wider workforce, a full review and

refresh of our job architecture is underway: this

includes our levelling structure, which will

improve the ability to support career

development and performance management.

This project also includes a full review of our pay

structures, ensuring that we are both externally

competitive and internally consistent in our

practices, from our earliest-in-career

colleagues through to our Executive

Leadership.

The rollout of these updates to the

workforce will begin in early 2025.

As a company, we have not yet achieved the

requirement in this provision to engage with the

wider workforce about executive pay decisions;

however, we expect that this will ﬂow naturally

from the rollout of a broader remuneration

approach as mentioned above.

That said, we

have openly discussed pay with colleagues,

including directly addressing our Gender Pay

Gap in an all-company meeting, and regularly

address questions from colleagues about our

pay practices.

Future’s new company values include being

‘results-driven’;

in service of that cultural aim,

the Company launched a new goal-setting

structure across the full workforce and has

implemented a new performance management

process that allows the Company to be

consistent in its evaluation of employees and

structured and fair about the tie of performance

to remuneration.

The Board notes the release by the FRC of the

revised Corporate Governance Code 2024 and

will work to ensure compliance with it,

according to the timeline set out in the Code.

Corporate governance

Annual Report and Accounts 2024

their votes or voted against.

We have

provided further details on this in

the Directors’ Remuneration Report,

on pages 92, where we also provide

details of the new CFO’s compensation

arrangements, which are fully in line with

the Directors’ Remuneration Policy that

was approved by shareholders at the

AGM in February 2023.

We have continued to implement the

Directors’ Remuneration Policy in line

with our business strategy and culture

and you can read more about this from

page 98.

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.

Culture

Future launched its responsibility

strategy, called Our Future, Our

Responsibility, in 2021, built on four

pillars that we know are important to our

colleagues and audiences. In FY 2023

our responsibility strategy evolved to

encourage company-wide engagement.

Details are set out on page 21, but what

hasn’t changed is that our strategy

remains focused on key topics that

resonate with our organisation: these

are actionable; are in line with all our

stakeholder expectations; ensure the

responsibility strategy incorporates the

best in class approach to governance

and corporate culture; and most

importantly, are where we can make a

unique difference to the environment,

the industry and the communities

around our ofﬁce locations.

The Board continues to monitor the

execution of our responsibility

strategy with regular Board Committee

meetings. We place signiﬁcant focus not

just on the strategic plans developed

by management, but also on the wider

culture and the ethical behaviour

demonstrated within our business.

A number of initiatives were taken in

FY 2024, to support our mission of

attracting, developing, and supporting

Future colleagues by creating

an engaging, inclusive culture with

a renewed focus on the employee

experience.

This included: updating the

organisation’s core values; improving our

talent acquisition efforts; emphasising

to hiring managers the criticality

of successful onboarding of new

colleagues and raising awareness of the

available tools; and ongoing emphasis on

diversity, equity and inclusion, supported

by initiatives such as blind screening

interviews and unconscious bias training

You can read about these and other

initiatives in our Responsibility Report on

page 21.

In September 2024 we appointed

Ivana Kirkbride as our ﬁrst nominated

Non-Executive Director responsible for

workforce engagement.

I am conﬁdent

that this appointment, which aligns

perfectly with Ivana’s role as Chair

of the Responsibility Committee, will

signiﬁcantly enhance the ability of the

Board to listen to the views and concerns

of the workforce and to take them into

account in Board decision-making

Board colleagues and I also took various

opportunities to meet with colleagues

during FY 2024, to learn more about

working at Future and the business

in general, as well as to support, for

example, with mentoring of some of the

executive team below Board level.

We will continue this engagement with

existing and new colleagues in FY 2025.

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.

Board effectiveness

Central to setting the correct tone is the

review of the Board’s own performance.

We carried out an externally facilitated

review in FY 2024, in accordance with

the UK Corporate Governance Code, and

you can read more about how the review

was run and the ﬁndings on page 81.

Return of cash to shareholders

We paid a dividend of 3.4p per share to

our shareholders in February 2024.

We also, as part of our ongoing focus on

our capital allocation and how we can

best use it to create value, in January

2024 completed our ﬁrst £45m share

buyback programme.

Having reviewed

again our capital allocation priorities,

we announced with our HY results that

the Board had approved a further share

buyback programme of up to £45m,

which began on 22 May and which has

now completed.

Further details are set

out on page 89.

We will also announce

that we are proposing to return up to a

further £55m of cash to shareholders

through a further share buyback

programme, the details of which are also

set out on page 89.

Going forward, we will continue to review

our capital allocation priorities in light

of market conditions, to maximise our

opportunities.

AGM

Shareholder views remain a key inﬂuence

and have been gathered through the year,

primarily through investor meetings (as

described in more detail on pages 74 and

81).

Our AGM in February 2025, which

we will continue to run as an in-person

meeting, is another opportunity for the

Board to meet shareholders and answer

their questions.

CEO change

As we announced on 18 October, Jon

Steinberg has informed the Board of his

decision to step down from the Board

and as CEO in 2025, to relocate back

to the US with his family. Jon’s notice

period is twelve months and the Board’s

search for his successor is already

well underway, supported by leading

global executive search ﬁrm Spencer

Stuart, which has no connection with

Future or any individual Directors.

I noted in the announcement, I would

like to thank Jon for the signiﬁcant

contribution he has made to the Group.

Whilst we are disappointed that he

will be departing next year, we respect

his decision to return to the US. The

Growth Acceleration Strategy he has

implemented is well underway and, as

highlighted by the pre-close update

announced in September, continues

to drive good strategic and ﬁnancial

progress. We will continue to work

closely with Jon over the course of his

notice period as we look to appoint

his successor.

Richard Huntingford

Chair

4 December 2024

Future plc

Corporate

Governance

Governance framework

Stakeholders

The owners of the Company and the other stakeholder

groups to whom the Board is responsible.

Board

The UK Corporate Governance Code (“Code”) requires that

the Board:

• Is effective and entrepreneurial, with the role to promote

the long-term sustainable success of the company,

generating value for shareholders and contributing to

wider society. The board should ensure that the necessary

resources, policies and practices are in place for the

company to meet its objectives and measure performance

against them.

• Establishes the company’s purpose, values and strategy,

and satisﬁes itself that these and its culture are all aligned.

All directors must act with integrity, lead by example and

promote the desired culture.

• Focuses its governance reporting on board decisions and

their outcomes in the context of the company’s strategy

and objectives. Where the board reports on departures

from the Code’s provisions, it should provide a clear

explanation.

• Ensures effective engagement with, and encourages

participation from, shareholders and stakeholders, in

order for the company to meet its responsibilities to them.

• Ensures that workforce policies and practices are

consistent with the company’s values and support its

long-term sustainable success. The workforce should be

able to raise any matters of concern.

All Directors have access to the advice of the Company

Secretary, who is responsible for advising the Board on all

governance matters.

Chair

• Primarily responsible for overall

operation, leadership and

governance of the Board.

• Leads the Board, sets the agenda

and promotes a culture of open

debate between Executive and

Non-Executive Directors.

Ensures

that there is a focus on Board

succession plans to maintain

continuity of skilled resource.

• Provides advice and acts as a

sounding board.

• Ensures effective communication

with our shareholders.

Chief Executive

• Responsible for executive

management of the Group as a

whole.

• Delivers strategic and commercial

objectives within the Board’s stated

risk appetite.

• Builds positive relationships with all

the Group’s stakeholders.

Senior Independent

Director

• Provides a sounding board to the

Chair.

• Leads the appraisal of the Chair’s

performance with the other

Non-Executive Directors annually.

• Acts as intermediary for other

Directors, if needed.

• Available to respond to shareholder

concerns if contact through the

normal channels is inappropriate.

Non-Executive Directors

• Contribute to developing our strategy.

• Scrutinise and constructively challenge the performance of management in the execution of our strategy.

• Bring their diverse expertise to the Board and Board Committees.

Board and Board Committee attendance by Directors

Board

Nomination

Committee

Audit and Risk

Committee

Remuneration

Committee

Responsibility

Committee

AGM

Richard Huntingford

7 (7)

3 (3)

1 (1)

Jon Steinberg

7 (7)

3 (3)

1 (1)

Meredith Amdur

7 (7)

3 (3)

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)

3 (4)

1 (1)

Alan Newman

6 (7)

2 (3)

4 (4)

1 (1)

Angela Seymour-Jackson

7 (7)

3 (3)

4 (4)

1 (1)

Sharjeel Suleman

1 (7)

In addition to the six scheduled Board meetings and the one annual Board Strategy meeting (a total of seven Board meetings), a number of other Board meetings were held to discuss business matters that the

Chair and Chief Executive decided should be considered by the Board and which are not reﬂected in this table.

All Directors received papers for all meetings.

Where Directors were unable to attend a meeting

they had the opportunity to comment in advance and received a brieﬁng on any decisions taken.

The Executive Directors did not attend parts of any Committee meeting where to do so would result in a

conﬂict of interest.

For Committee meetings, the table notes attendance by Committee members only; however all Board members are able to join any Committee meeting and they frequently do so.

Ivana Kirkbride was appointed to the Board on 15 December 2023.

Sharjeel Suleman was appointed to the Board on 16 September 2024.

In addition to the scheduled meetings, the Chair and the Non-Executive Directors meet regularly to allow discussion without executive management present. The Senior Independent Director and the Non-

Executive Directors meet once a year without the Chair present in order to appraise his performance.

Principal Board Committees

GoCompare.com Limited Board

The GoCompare.Com Limited Board oversees Future’s

regulated businesses in compliance with applicable

regulatory licence conditions.

Executive Leadership Team

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.

Audit and Risk

Committee

• Oversees and monitors

the Company’s ﬁnancial

statements, accounting

processes and audits

(internal and external).

• Ensures that risks are

carefully identiﬁed and

assessed and that sound

systems of risk

management and internal

control are in place.

• Reviews matters relating

to fraud and

whistleblowing reports

received.

• Ensures compliance with

climate reporting.

Remuneration

Committee

• Reviews and recommends

the framework and policy

for the remuneration of

the Chair, the Executive

Directors, the Company

Secretary and senior

executives in alignment

with the Group’s reward

principles.

• Considers the business

strategy of the Group and

how the remuneration

policy reﬂects and

supports that.

• Reviews workforce

remuneration and related

policies and alignment of

incentives and rewards

with culture, to help inform

setting of Directors’

remuneration policy.

• Consults with

shareholders

on the

remuneration policy.

Nomination

Committee

• Reviews the structure, size

and composition of the

Board and its Committees.

• Identiﬁes and nominates

suitable executive

candidates to be

appointed to the Board

and reviews the talent

pool.

• Considers wider elements

of succession planning

below Board level,

including diversity.

Responsibility

Committee

• Develops and oversees

Future’s responsibility

strategy.

• Reviews progress against

priorities and objectives,

across the responsibility

strategy.

• Considers Future’s

position on relevant,

emerging sustainability

issues.

Corporate governance

Annual Report and Accounts 2023

Future plc

Corporate

Governance

Board of directors

Richard

Huntingford

Position:

Independent

Non-Executive Chair

Nationality:

British

Appointed:

December 2017 and as Chair

in February 2018

Key skills and experience:

• Provides strong leadership of

the Board in fulﬁlling its role

of overseeing the

development and delivery of

Company strategy

• Extensive FTSE (including

FTSE 100) Chair and Board

experience, ensures best

practice in Board

effectiveness and corporate

governance

• Ensures healthy debate and

appropriate support for, and

challenge of, executive

management in their delivery

of strategy, by Non-

Executive Directors

• Provides leadership in

stakeholder relations and

effective engagement with

our wider stakeholders

External appointments:

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.

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

2013 to 2022

Education:

Richard is a chartered

accountant (FCA), having

qualiﬁed with KPMG

Meredith

Amdur

Position:

Independent Non-Executive

Director

Nationality:

American

Appointed:

February 2020

Key skills and experience:

• Broad executive

management, C-suite

leadership in high-growth

start-up and publicly traded

data and technology

companies

• Corporate and product

strategy expertise in digital

media and enterprise

technology

• Digital media editorial /

content management

expertise

• US media and technology

segment expertise in ad-

supported and subscription

video and gaming services

• Leading innovator in new

AI-driven data monetisation

models for lead generation

External appointments:

Currently Chief Executive

Ofﬁcer of Rhetorik, a leading

data supplier to technology

vendors

Previously President and CEO

of Wanted Technologies, a

Canadian listed recruitment

data analytics provider, and

has held executive roles

with Microsoft, Deloitte and

DirecTV

Education:

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

Jon

Steinberg

Position:

Chief Executive Ofﬁcer

Nationality:

American

Appointed:

April 2023

Key skills and experience:

• Strong track record at

leading digital and media

organisations

• Combines

entrepreneurialism with

leadership

• Deep understanding and

passion for media,

particularly how technology,

creativity and innovation can

be harnessed to accelerate

growth and build signiﬁcant

value for stakeholders

External appointments:

Board member of News Media

Alliance

Jon was a former Senior

Adviser to The Raine Group

and President of Altice USA’s

News & Advertising Division,

after the sale of Cheddar

News, which he founded in

2016.

Prior to that he was CEO

of DailyMail.com North

America and, before that,

President & COO of BuzzFeed

Education:

Jon holds an MBA from

Columbia University and a B.A.

degree in Public and

International Affairs from

Princeton University

Sharjeel

Suleman

Position:

Chief Financial Ofﬁcer

Nationality:

British

Appointed:

September 2024

Key skills and experience:

• Strong ﬁnancial and

commercial expertise

• Considerable experience in

driving and executing

strategy

• Experienced in driving

growth across digital media

and international markets

• Extensive M&A experience

in media and entertainment

industry

• Strong experience in driving

rationalisation / cost savings

initiatives

External appointments:

Non-Executive Director and

Audit & Risk Committee chair

of Commonwealth Games

England

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

Education:

Sharjeel is a chartered

accountant and holds a BSc in

Economics from University

College London and a MPhil in

Finance from University of

Cambridge

Key

Nomination

Committee

Remuneration

Committee

Audit and Risk

Committee

Responsibility

Committee

chair

Corporate governance

Annual Report and Accounts 2024

Alan

Newman

Position:

Independent Non-Executive

Director

Nationality:

British

Appointed:

February 2018

Key skills and experience:

•

Corporate ﬁnance,

accounting and audit,

executive leadership,

investor relations, media,

telecommunications and

technology, public company

leadership and governance,

strategy and M&A

External appointments:

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

Education:

Alan is a chartered

accountant and holds an MA

in Modern Languages (French

and Spanish) from Cambridge

University

Angela

Seymour-Jackson

Position:

Independent Non-Executive

Director

Nationality:

British

Appointed:

February 2021

Key skills and experience:

•

Strong strategic

understanding

•

Extensive experience

gained from a multitude

of industries and sectors,

including the insurance

market

•

Relevant experience with

audit and remuneration

committees

•

Strong ﬁnancial services

background including deep

experience of regulated

entitles and UK regulators

External appointments:

Chair of PageGroup plc, Non-

Executive Director of Janus

Henderson Group plc and

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

Education:

Angela is a qualiﬁed

marketing professional and

a member of the Chartered

Institute of Marketing. She

holds an MSc in Marketing

Rob

Hattrell

Position:

Independent Non-Executive

Director

Nationality:

British

Appointed:

October 2018

Key skills and experience:

•

Digital platforms,

eCommerce and online

sales, retail and customer

behaviour, technology,

business development,

executive leadership

External appointments:

Partner, Head of Digital, TDR

Capital

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

Education:

Rob graduated from Oxford

University with a degree in

Geography

Ivana

Kirkbride

Position:

Independent Non-Executive

Director

Nationality:

American

Appointed:

December 2023

Key skills and experience:

•

Content-led, consumer

digital media businesses

•

Leveraging data and

technology to create and

deliver entertainment

experiences to next-gen

audiences

•

Experience as investor,

start-up entrepreneur and

operator at Fortune 50

corporations

External appointments:

Currently Chief Commercial

Ofﬁcer for Deezer S.A.

Board Director for the

Television Academy

Foundation

Former executive at Meta,

Verizon and Google

Former investor at Advent

International and ABS

Capital Partners

Education:

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

Mark

Brooker

Position:

Senior Independent

Non-Executive Director

Nationality:

British

Appointed:

October 2020

Key skills and experience:

• Board roles in public

companies

• UK and International

consumer and B2B

businesses

• Digital platform

External appointments:

Non-Executive Director at

Paysafe Ltd (NYSE listed),

eCogra Holding Ltd and

Heathrow Airport Holdings

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

Education:

Mark holds a Master’s degree

in Engineering, Economics

and Management from

Oxford University

Objectives for FY 2025

Steps to be taken during FY 2025

Further focus on longer term strategy and reﬁning of reporting of interim performance

and development milestones

Facilitate broader, structured strategy discussions by the Board

Focus more in Board discussions on opportunities and risks presented by emerging

technologies

Review/improve reporting of interim performance and development milestones

Renewed focus on the culture of the organisation, supported by Ivana Kirkbride taking

on the role of designated Non-Executive Director for workforce engagement

Via the new Designated Non-Executive Director for workforce engagement, bring the

views and concerns of the workforce to the Board and take them into account in Board

decision-making

Facilitate more engagement by Board members with the wider workforce

Ongoing focus on succession plans for the Board, considering the competencies that

will be required of the new appointees to succeed the Board Chair and Audit and Risk

Committee Chair in 2025/2026, and with diversity as a key criterion

Review all Committee Chair roles, as part of general Board succession planning as well

as the process of replacing the Board Chair and Audit and Risk Committee Chair in

2025/2026

Ensure diversity requirements are appropriately considered in succession planning

Ensure succession planning for key SLT roles as well as ELT roles

Outcomes

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:

Corporate

Governance

Focus area

Key

stakeholders

Activities

Link to strategic

objectives

Strategy and

operations (see

Strategic

Report starting

on page 6)

Our people

Our audience

Our commercial

partners and

suppliers

Our investors

Regulators

• Received regular updates on the progress of the Growth Acceleration Strategy

• Bringing a good breadth of skills, perspectives and experience, in the context of efﬁcient information ﬂows

between the Board and executive management

• Building a constructive, supportive relationship with executive management

• Acting as a thought partner for executive management, against the backdrop of a challenging macroeconomic

environment and a pivot in the strategy

• Received deep dive presentations on various topics, from a broad range of leaders across the organisation

• Received and constructively challenged updates on M&A strategy and reviewed post-acquisition performance

against the business cases on which the acquisitions were proposed and approved

• Received and constructively challenged the capital allocation strategy.

Approved the implementation of a share

buyback programme

• Received updates from the Group and its advisors on strategy, bid defence, dividend policy, compliance and

governance matters

• Consideration and approval of material contracts

• Reach valuable

audiences (on

and off-platform)

• Diversify and

grow revenue

per user

• Optimise the

portfolio

Leadership,

people and

culture

(see page 28)

Our people

Our investors

• Successfully recruited a new CFO

• Reviewed employee engagement matters

• Received an update on employee views and the ﬁndings of the engagement survey

• Ensuring the Company remains at the forefront of developing and embedding best practice in responsible

business behaviour

• Maintaining and enhancing Future’s culture and values and key policies and procedures and ensuring these are

rolled out to existing and acquired businesses

• Continuing to monitor senior executive talent management and development plans to provide succession for all

key positions

• Received report on UK Gender Pay Gap

• Organisational

health

Finance

(see Strategic

Report starting

on page 6 and

Financial Review

on page 43)

Our audience

Our commercial

partners and

suppliers

Our investors

Regulators

• Reviewing and approving the Group budget and 3-year plan

• Reviewing ﬁnancial Key Performance Indicators (KPIs)

• Reviews of capital structure, liquidity, investor proposition and valuation

• Approving full year results, half year results, trading updates, and the Annual Report (ensuring the Annual Report

and ﬁnancial statements are fair, balanced and understandable)

• Reviewing the Group’s dividend policy

• Considered payment of ﬁnal dividend (see page 90 for more details)

• Reviewing the key risks to the Group and the controls in place for their mitigation

• Considering and monitoring the Group’s risk appetite and principal risks and uncertainties

• Approved renewal of corporate insurance brokers

• Approving the viability and going concern statements

• Reviewing and approving the tax strategy

• Reviewing capital allocation and debt policy

• Reaching

valuable

audiences (on

and off-platform)

• Diversify and

grow revenue

per user

• Optimise the

portfolio

Governance

(see pages 73

onwards)

Our people

Our commercial

partners and

suppliers

Our investors

Regulators

• Monitoring and reviewing the Company’s approach to corporate governance, its key practices and its ongoing

compliance with the 2018 Code and (where possible, although not yet required) the 2024 Code.

• Reviewing the results from the external Board performance review and agreed an action plan

• Received regular reports from the Chair of each Committee

• Reviewing and where necessary approving updated Committees’ terms of reference

• Continuing to keep key policies updated and monitor ongoing compliance

• Receiving and considering feedback from shareholder engagement (see page 38 for more detail)

• Received report on impact of third party cookie deprecation

• Received updates on litigation

• Reviewed the interests of key stakeholders, agreeing that the current stakeholder groups remain appropriate

(see page 36 for more information)

• Reviewing and approving the Modern Slavery statement

• Authorised potential Conﬂicts of Interest Register

• Reviewing the Chair fee

• Continued focus on key policy and regulatory issues, including Consumer Duty and the Corporate Governance

Code reforms

• Reach valuable

audiences (on

and off-platform)

• Diversify and

grow revenue

per user

• Optimise the

portfolio

• Organisational

health

Board activities

Future plc

Corporate

Governance

Corporate governance

Annual Report and Accounts 2024

In accordance with the UK Corporate

Governance Code, a formal and rigorous

annual review of the performance of the

Board, its committees, the Chair and

individual directors is undertaken.

The

last externally facilitated review exercise

was undertaken in FY 2021.

Therefore,

in accordance with the Code’s guidance,

the review in FY 2024 was again

externally facilitated.

It was carried out

by Independent Audit Limited, which has

no connection with the Company or any

individual directors.

As noted in the FY 2023 Annual Report,

certain key objectives were identiﬁed, for

action in 2024, under the broad areas of:

• Continue focus on talent development

and succession planning for the Board

and the ELT.

• Constructively challenge strategy

review and execution, to ensure robust

decision-making and implementation.

• Further develop stakeholder

engagement.

Some of the steps taken during 2024 to

address those objectives, which are also

noted in the other relevant sections of

this report, were:

• The Board worked closely with Jon

Steinberg, following his appointment

as CEO in April 2023, to support him in

establishing himself in the CEO role.

• Following Penny Ladkin-Brand’s

departure, Sharjeel Suleman was

appointed as Chief Financial Ofﬁcer

with effect from 16 September 2024.

• An onboarding process was

implemented for Ivana Kirkbride, who

joined the Board as a Non-Executive

Director in December 2023 and became

Chair of the Responsibility Committee

in February 2024.

• The Board skills matrix, Board

composition and Board succession

planning were reviewed by the

Nomination Committee.

• The Board joined the Executive

Leadership Team at a Strategy Day in

March.

Board members also joined a

Future women’s leadership event and

networking/learning dinner to create

a forum for Future’s female ELT/SLT

leaders to discuss how we can increase

the representation of women at an SLT

and ELT level in our organisation.

• The Board made visits to our Bath, New

York and London ofﬁces to engage

directly with senior management and

colleagues from across the business.

These have included:

• A live ‘Ask the Board’ Q&A session for

all colleagues in New York in July.

• A dinner with the New York Senior

Leadership Team and other key

managers in July.

• A live ‘Ask the Board’ Q&A session for

all colleagues in Bath in September.

• The Chair offered to meet with the

top 20 shareholders after both the

Preliminary Results announcement in

December 2023 and the HY roadshow

in May 2024 and subsequently met with

a number of them.

• An engagement survey was conducted

among all employees and actions put

in place to address the areas where

improvements were needed.

• Town Hall meetings, to which all Future

staff are invited and which include CEO

and CFSO updates, as well as responses

to questions raised by employees, were

held regularly throughout the year.

• The Board had a standing invitation to

attend Future events, where they would

have an opportunity to engage with

Future’s audience.

The Board performance review

process

As mentioned above, the Board

conducted an externally facilitated

review in FY 2024.

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, Independent

Audit submitted their report 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:

• A good range of skills and experience

are represented on the Board.

• The Non-Executive Directors are

engaged and well prepared for Board

and Committee meetings, which are

well chaired and provide an opportunity

for all members to voice their opinions.

• There is a trusting and open relationship

between the Non-Executive Directors

and the CEO.

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 the Audit and Risk, Nomination,

Remuneration and Responsibility

Committees.

Noting that all four

committees function well in terms of

effective chairing, quality of discussions,

the support they receive and the

reporting they do, actions they agreed to

implement in FY 2025 to enhance their

performance include:

a review of the

reward strategy against the backdrop

of the new remuneration policy for FY

2026-2028 and further development

of ESG performance measures and

improved communication of the

responsibility strategy to stakeholders.

As part of the formal Board review

process, the Senior Independent

Director led a review of the Chair’s

performance, taking into consideration

the view of all the Directors.

The

Directors noted the strong support

provided by the Chair to the Executive

team, his proactive communication with

key stakeholder groups and effective

management of Board meetings.

Looking forward to FY 2025, the Chair

and the Board are planning for an

increased emphasis on operational

performance as the GAS strategic

plan moves into year two as well as

spending more time at Board meetings

considering longer-term challenges

arising from fundamental changes to the

media industry.

The focus on Director

succession planning will continue, given

the announcement in October that

Jon Steinberg will step down from the

Board in 2025 and as a number of board

members will reach the end of their

expected tenure in the next 2-3 years.

Board performance review

Future plc

Directors, presented a diverse set

of candidates for the Committee to

consider and, after careful consideration,

referencing and due diligence, the

Committee concluded that Sharjeel

Suleman was its preferred candidate and

recommended to the Board that he be

appointed CFO.

This was then announced

on 3 May 2024, with his appointment

taking effect on 16 September 2024.

Sharjeel joined Future from ITV Studios,

where he had been Chief Financial Ofﬁcer

for ﬁve years. Before this, he held a

variety of senior ﬁnance roles at ITV plc

including Director of Group Finance and

Director of Investor Relations.

He brings

a broad industry experience to Future,

particularly in media and driving growth

across international markets.

Board changes in the year

Other than Sharjeel’s appointment,

further details of which are set out below

and in the Directors’ Remuneration

Report on page 92, and Penny’s

departure, the other Board changes

during the year were those already trailed

in the FY 2023 Annual Report, namely:

• Ivana Kirkbride joined the Board on

15 December 2023 and became Chair

of the Responsibility Committee on 1

February 2024.

Ivana’s appointment to

the Board was supported by an external

search consultancy, MWM, which

has no connection with Future or any

individual Directors

• Mark Brooker became Senior

Independent Director on 1 February 2024

• Hugo Drayton resigned from the Board

on 31 January 2024.

The Committee played a central role in

Sharjeel’s search process, as outlined

above, and worked closely with the

Remuneration Committee to deﬁne his

compensation arrangements and Penny’s

leaver treatment, details of both of which

are set out from page 92.

NED succession planning

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

Diversity and Inclusion Policy (‘Board D&I

Policy’), 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.

ELT succession planning

During FY 2024, 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 and 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,

as required by the 2024 Code (which the

Group is working towards compliance

with, although it is not yet in effect).

Board diversity and inclusion policy

We adopted a new Board D&I Policy in

Nomination committee

Introduction from Nomination Committee Chair:

Corporate

Governance

Richard Huntingford

Chair

Director Induction Programme Example

We have a detailed Director induction programme which all new Board members

participate in.

• Governance training

• Briefed on outcomes of most recent Board

performance review

• Meeting senior executives

• Meeting with colleagues

during site visits

• Information on the Group

budget and strategy

• Last Annual Report

• Meeting with investors and

other key stakeholders

• Meeting with external and

internal auditors

Effectiveness

Leadership

Accountability

Relations with

stakeholders

I am pleased to present this review

of the activities of the Nomination

Committee during FY 2024, which met

formally on 3 occasions during the year.

The committee’s Terms of Reference

describe its role and responsibilities more

fully and can be found on our website.

CFO transition

On 6 December 2023, we announced

that Penny Ladkin-Brand had informed

the Board of her decision to step down

from the Board in 2024, subject to a

twelve-month notice period.

We also

announced that the Board had initiated

an external search for her successor

and had appointed the executive search

adviser,

Russell Reynolds, to advise the

Committee on this appointment.

Russell Reynolds, which has no

connection with Future or any individual

Corporate governance

Annual Report and Accounts 2024

2023, which also applies to the Board’s

Committees. We reviewed the policy in

September 2024 and concluded that it

is still appropriate.

We see increasing

diversity at Board level as an essential

element in maintaining a competitive

advantage and continue 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:

• To ensure that the proportion of women

on the Board is 40 percent from FY

2023, and in leadership positions

is 40 percent by no later than 2025

(the latter in accordance with the

recommendations of the FTSE Women

Leaders Review).

• To ensure that at least one woman

is appointed to the Chair or Senior

Independent Director role on the Board,

and/or one woman in the Chief Executive

Ofﬁcer or Chief Financial Ofﬁcer role,

from FY 2023.

• To have at least one member of

the Board from an ethnic minority

background excluding white ethnic

groups, from FY 2023.

As at 30 September 2024, we met one of

these requirements, with two members of

the Board being from an ethnic minority

background.

Since the departure of

Penny Ladkin-Brand, we no longer have

a woman in the role of Chief Financial

Ofﬁcer and the percentage of women on

the Board has reduced to 33 percent.

Whilst the Board recognises that an

effective board with broad strategic

perspective requires diversity and the

Nominations Committee has always been

very mindful of ensuring diversity on the

Board, for the reasons explained in our

Board D&I policy, ultimately the Board

appoints candidates based on merit and

assesses potential Directors against

measurable, objective criteria.

Future has previously had a strong

record of Board gender diversity, with

women holding both the CEO and CFSO

roles until 2023 and on 31 December

2023, the percentage of women on the

Board was 44%, with one of those Board

members being ethnically diverse.

The

succession process for the CFO role was

approached with diversity as an important

consideration, as was the process for the

CEO in 2023.

In both cases, the searches

were supported by the external search

consultancy, Russell Reynolds, and the

candidate briefs explicitly mentioned

diversity as an important consideration.

The reasons for Jon’s selection were

articulated in the 2023 Annual Report.

The reasons for Sharjeel’s selection

were, as already mentioned above, his

broad industry experience, particularly

in media and driving growth across

international markets, complemented by

a set of excellent references.

Therefore,

while our two recent Executive Director

appointments were the right candidates

for the respective roles, they have

led to our diversity ratios regressing.

An immediate solution to this would

have been to make additional diverse

Board appointments, however the

Committee felt strongly that this would

not be appropriate and would lead to an

oversized and unwieldy Board for the

Company’s size.

The Committee also did

not want to lose the valuable experience

and contributions from each of the

existing Board and Committee members

at this point in time, given the Growth

Acceleration Strategy and the portfolio

optimisation process that are in hand.

Another factor was that both the Board

Chair and the Chair of the Audit and Risk

Committee will reach the end of their

nine year tenure at the end of 2026.

Accelerating these two replacement

appointments was not considered

sensible, particularly now in the light of

Jon’s decision to step down in 2025.

Members

Since

Richard Huntingford (Chair)

2017

Meredith Amdur

2020

Mark Brooker

2020

Rob Hattrell

2018

Ivana Kirkbride

2023

Alan Newman

2018

Angela Seymour Jackson

2021

Jon Steinberg

2023

The Company Secretary acts as secretary

to the Committee.

Details of individual

Directors’ attendance at committee

meetings can be found on page 77.

Key objective

The Nomination Committee supports the

Board in Executive and Non-Executive

succession planning.

Our key objectives as

a Nomination Committee are:

• To make sure the Board has individuals

with the necessary range of skills,

knowledge and diversity of experiences

to lead the Company effectively.

• To ensure that it is effective in

discharging its responsibilities and

overseeing appropriately all matters

relating to corporate governance.

Key responsibilities

• Ensure that Executive and Non-Executive

succession plans are reviewed, updated

and implemented accordingly.

• Improve diversity and inclusion on the

Board and for senior management roles.

• Further strengthen the senior

management team.

• Ensure that appointments to GoCompare.

com Limited are assessed in accordance

with the relevant regulatory requirements

and that appropriate regulatory approval

is obtained.

Key actions from FY 2024

• Recruitment of a new CFO.

• Monitoring Board composition for

alignment of relevant skills, experience

and diversity to Future’s strategy.

• Monitoring progress in the

implementation of the Board D&I Policy.

• Oversight of the Executive Leadership

Team’s development and succession

planning.

Priorities for 2025

• Recruitment of a new CEO.

- Support Sharjeel Suleman to establish

himself in the CFO role.

• Review succession planning for the

Committee Chairs and Chair of the Board,

considering the need for the appropriate

blend of skills and expertise on the Board.

Future plc

Corporate

Governance

Gender

Ethnicity

CEO

Financial

Editorial/

Publishing Content

Digital and Technology

Advertising and Brands

UK Governance

Remuneration

Richard Huntingford

Jon Steinberg

Meredith Amdur

Mark Brooker

Ivana Kirkbride

Rob Hattrell

Alan Newman

Angela Seymour-Jackson

Sharjeel Suleman

Board skills matrix

is therefore sensible to maintain the

current Chair during the onboarding

period of a new CEO and, with Sharjeel

having only just taken up the CFO role,

it is important that there is continuity in

the Audit and Risk Committee Chair role

until he is fully bedded in.

The Board remains fully committed to

meeting its own diversity targets and the

Committee intends to use the ensuing

CEO, Chair and Audit and Risk Committee

Chair appointments to ensure that the

Board composition will be fully compliant

with all the diversity requirements no

later than December 2026. We would

also note that, while it is not one of the

four named senior roles on the Future plc

Board, the Chair role of the Go.Compare

Board, which is occupied by Angela

Seymour-Jackson, is a signiﬁcant one

for Future given it is a regulated entity.

with signiﬁcant responsibilities and

governance requirements.

Our principles for Board diversity

also apply to the ELT and senior

management below this level with female

representation of 21.4% at ELT level and

30.8% 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

externally facilitated Board performance

review, as described on page 81. The

review was completed by all Committee

members and no issues arose.

Independence

During FY 2024, the Committee reviewed

the balance of skills, experience and

independence of the Board, including

consideration of Board members’ term

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 2024, the Committee

supports the proposed re-election of

all Directors standing for re-election (or

election) at the AGM in 2025.

In line with

best practice, each Committee member

was excluded from approving the

proposal for their re-election (or election).

CEO change

The Nomination Committee, which

comprises all the Non-Executive

Directors, is responsible for

recommending the appointment of

the new CEO.

As mentioned in my

Chair’s introduction, the Committee

has appointed Spencer Stuart to assist

with the search.

The process is being

led jointly by myself and Mark Brooker,

as Senior Independent Director, with full

input from the Nomination Committee

members at each of the key stages of the

search process.

Richard Huntingford

Chair

4 December 2024

M signiﬁes male, F signiﬁes female.

W signiﬁes of white ethnicity. M signiﬁes of minority ethnicity.

Corporate governance

Annual Report and Accounts 2024

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 77.

Key objectives of the Audit and Risk

Committee

To monitor the integrity of the Group’s ﬁnancial

reporting processes.

To ensure that risks are carefully identiﬁed and

assessed, and that sound systems of risk

management and internal control are in place.

Key responsibilities

Overseeing the accounting principles, policies

and practices adopted by the Group.

Overseeing the external ﬁnancial reporting and

associated announcements.

Overseeing the appointment, independence,

effectiveness and remuneration of the Group’s

External Auditor, including the policy on the

supply of non-audit services.

Conducting a competitive tender process for

the external audit when required.

Reviewing the resourcing, plans and

effectiveness of Internal Audit, which is

independent from the Group’s External Auditor.

Ensuring the adequacy and effectiveness of

the internal control environment.

Monitoring the Group’s risk management

processes and performance.

Ensuring that the regulatory requirements for

the GoCompare.com Limited business are

assessed and properly managed and that

appropriate regulatory approval is obtained as

appropriate.

Ensuring the establishment and oversight of

fraud prevention arrangements and reports

under the whistleblowing policy.

Monitoring the Group’s compliance with the

2018 UK Corporate Governance Code and with

other ﬁnancial-related disclosures, including

related to climate change.

Providing advice to the Board on whether the

Annual Report and Accounts, when taken as a

whole, is fair, balanced and understandable and

provides all the necessary information for

shareholders to assess the Company’s

performance, business model and strategy.

Key actions from FY 2024

Continued to monitor legislative and regulatory

changes that may impact the work of the

Committee, in particular the introduction of the

2024 UK Corporate Governance Code

requirements.

Reviewed understanding of any proposed

audit industry changes as well as external

auditor quality scores.

Reviewd of the independence, effectiveness

and remuneration of the Group’s External

Auditor, including the policy on the supply of

non-audit services.

Continued to review the work of the Internal

Audit function and implementation of audit

recommendations.

Continued to monitor the effectiveness and

development of the Group’s internal control

environment.

Continued to monitor the effectiveness of the

Group’s risk management.

Monitored the Company’s compliance with

TCFD and CFD and other climate-related

ﬁnancial disclosures and its disclosures related

to diversity, equity and inclusion.

Annual review of the terms of reference of the

Committee.

Priorities for 2025

Monitor legislative and regulatory changes that

may impact the work of the Committee,

including ongoing monitoring of the 2024 UK

Corporate Governance Code requirements

and the Group’s preparation for meeting those

requirements.

Approve the activities, review the ﬁndings and

assess the effectiveness of the Company’s

Internal Audit function.

Monitor the effectiveness and development of

the Group’s internal control environment.

Monitor the Company’s compliance with TCFD

and CFD and other climate-related ﬁnancial

disclosures and its disclosures related to

diversity, equity and inclusion.

Audit and risk committee

Corporate

Governance

required, make informed decisions.

The Committee has received reports

from management on the ongoing

maturity of the Group’s internal controls

environment and notes the good

progress that is being made in this area.

Following the introduction of the 2024

UK Corporate Governance Code which

includes new requirements relating to

the Board’s assessment of the Group’s

internal controls, the Committee has

been working with the management

to ensure the development of a plan to

enable the Group to comply with these

requirements by the due dates which, for

disclosures relating to internal controls,

will be in the Annual Report for the year

ending 30 September 2027.

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.

Information regarding the Board’s

stakeholder engagement is set out on

page 36, which also indicates where the

Dear Shareholder,

On behalf of the Audit and Risk Committee,

I am pleased to present its report for the

year ended 30 September 2024.

Throughout the year I have maintained

regular dialogue with the Committee

members, 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.

As well

as attending Committee meetings,

I have had discussions prior to each

meeting with topic owners, to ensure

that the Committee would have the

appropriate information in the meeting,

to allow it to challenge, advise and, when

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 an

externally facilitated review of the

performance of the Board and Board

Committees, including this Committee, in

accordance with the requirements under

the 2018 Code and you can read more

about this on page 81.

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 2024.

I hope that you ﬁnd this report

informative and can take assurance from

the work undertaken by the Committee

during the year to deliver its key

responsibilities.

Alan Newman

Chair of the Audit and Risk Committee

4 December 2024

Future plc

Membership and meetings

The Committee held four scheduled

meetings during the year and a

number of ad hoc meetings.

It has an

agenda planner 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. Details of individual

Directors’ attendance can be found on

page 77.

In addition to the Committee members,

all of whom are Non-Executive Directors,

the CFO, Finance Director, Director

of Accounting & Control, Head of

Compliance, Risk Manager, the Internal

Auditor (which service is provided by

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 CFSO

(and, since September 2024, with the

CFO, who has responsibility and custody

of the internal audit function).

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 2024, Alan Newman was the

member of the Committee determined by

the Board as having recent and relevant

ﬁnancial experience.

Going concern and viability statements

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

Committee also reviewed the going

concern statement, set out on page 45

and conﬁrmed its satisfaction with the

methodology, including appropriateness

of the sensitivity testing.

Fair, balanced and understandable

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

at various stages 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 2024 Committee meeting,

any areas requiring additional clarity or

better balance in the messaging. In this

respect the Committee focused on:

• a qualitative review of disclosures

and a review of internal consistency

throughout the Annual Report and

Accounts;

• a review by the Committee of all

material matters, as reported

elsewhere in this Annual Report and

Accounts;

• a risk-comparison review, which

assesses the consistency of the

presentation of risks and signiﬁcant

judgements throughout the main areas

of risk disclosure in this Annual Report

and Accounts;

• a review of the balance of good and bad

news; and

• ensuring it correctly reﬂects:

– the Group’s position and performance

as described on pages 116 to 173;

– the Group’s business model, as

described on page 11;

–

the Group’s strategy, as described

from page 12.

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 CFSO (from

September, the CFO) on provisions

made for litigation and the Committee

considered the appropriateness of the

methodology applied.

Risk management

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.

Internal control

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:

• A clearly deﬁned organisation structure

for monitoring the conduct and

operations of the business.

• Clear delegation of authority

throughout the Group, starting with the

matters reserved for the Board.

• A formal process for ensuring that key

risks affecting operations across the

Group are identiﬁed and assessed on a

regular basis, together with the controls

in place to mitigate those risks. Risk

consideration is embedded in decision-

making processes at all levels and the

most signiﬁcant risks are periodically

reviewed by the Board. The risk process

is reviewed by the Audit and Risk

Committee.

• The preparation and review of

comprehensive annual budgets.

• The monthly reporting of actual results

and their review against budget,

Corporate governance

Annual Report and Accounts 2024

forecasts and the previous year, with

explanations obtained for all signiﬁcant

variances. The CEO and CFSO (from

September 2024, the CFO) also

provided monthly written updates to

the Board.

• The Finance Manual which outlines

key control procedures and policies

to apply throughout the Group. This

includes clearly deﬁned policies and

escalating authorisation levels for all

procurement activity including capital

expenditure and investment, with

larger capital projects, acquisitions and

disposals requiring Board approval. This

framework is kept under periodic review.

• 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.

• Appropriately qualiﬁed staff in our

ﬁnance, legal and human resource

functions with business continuity

plans to ensure that all key roles have

adequate cover.

• Initiation of a formal quarterly CFO

review of control execution and

assessment that control owners

understand design and efﬁcacy of

the controls they monitor, tested by a

regular timetable of internal controls

reviews that include the testing of key

controls and process walk-throughs of

processes, reported to the Audit and

Risk Committee.

• Development of a learning from

incidents culture, reporting of potential

and actual internal control failures

and assessment of management’s

response.

• Continuing to drive maturity in

our IT controls environment and

addressing improvement areas as

part of our ongoing IT and governance

enhancements.

• Regular formal meetings between the

CEO, the CFSO (from September 2024,

the CFO) and senior management to

discuss strategic, operational and

ﬁnancial issues.

During the year the Group continued to

execute its programme of developing

internal controls consistent with the

forthcoming requirements of the 2024

Corporate Governance Code.

The Audit

and Risk Committee received quarterly

updates to assess the level and quality

of management supervision needed.

The design and execution effectiveness

of attestations across all purchase to

pay and order to cash processes has

been reviewed. Operational risk has

been reduced through automation of

key banking and cash management

processes and additionally embedding

operational risk reporting has promoted

dialogue around ﬁnancial control and

how to reduce manual intervention in

critical processes.

Internal audit

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 2024, 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 2024 on areas

including:

Intellectual Property, Tax

Governance and Accountability, Digital

Advertising strategy, Audience retention

and growth and Non-Financial Metrics,

with advisory work undertaken on the

Go.Compare Senior Managers and

Certiﬁcation Regime.

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 2025, a risk

assessment has been completed to

inform the FY 2025 internal audit plan,

which the Committee is conﬁdent will

help further improve the organisation’s

control environment. This plan

includes areas such as online audience

diversiﬁcation and growth and the

impact of media market disruption, data

governance and key role retention and

succession planning.

External audit independence

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.

Area of focus

Reporting issue

Role of the Committee

Conclusion / Action taken

Alternative

Performance

Measures (Adjusted

EBITDA as a key

performance

indicator (“KPI”)) and

new methodology

for allocating various

items

between

cost of sales and

overheads

During

2024 the Group placed further emphasis

on Adjusted EBITDA as a KPI in order to

improve comparability to our industry peers,

with additional disclosures

provided within the

Glossary section of the results announcement

and Annual Report. The Group also reﬁned

its overhead allocation process, to better

understand the the results of the core underlying

operations of the Group.

The Committee reviewed the rationale for

the introduction of the additional Alternative

Performance Measure,

reporting prominence and

rationale for reﬁnement of the Group’s overhead

allocation process.

The Committee agreed with the conclusion

that Adjusted EBITDA should be presented as

an Alternative Performance Measure within

the KPI section of the Annual Report (see page

6) and agreed with the rationale for reﬁnement

of the Group’s overhead allocation process.

Signiﬁcant ﬁnancial reporting judgements

The Committee considered the following issues relating to the ﬁnancial statements during the year. These include the

matters relating to risks disclosed in the External Auditor’s report:

Future plc

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 2024. 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:

• The Committee has approved a list of all

permitted non-audit services which are

allowed under UK statutory legislation.

These services include audit-related

services such as reviews of interim

ﬁnancial information or any other review

of ﬁnancial statements required by law

to be audited.

• The Audit and Risk Committee updated

its policy to ensure that non-audit

services listed in appendix B of the

FRC’s revised Ethical Standard 2019 are

not offered to the External Auditor.

• Any service that is on the list, if in excess

of £100,000, requires the approval of

the Committee.

During FY 2024, 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. 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.

Assessment of audit process

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 2024, the

Committee assessed the performance

and effectiveness of the External

Auditor, as well as their independence

and objectivity, on the basis of meetings,

the ﬁndings of the FRC Audit Quality

Reviews (AQR) published in July 2024 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,

agreed for FY 2025.

Audit tender and appointment

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 2025 is being proposed

to shareholders at the Company’s

AGM to be held on 5 February 2025.

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 2024 in respect to audit tendering

and the provision of non-audit services.

How the Committee keeps up to date

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, CFSO (from September 2024,

the CFO), Director of Accounting

& Control, 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. In

FY 2024, changes to the Committee’s

Terms of Reference were adopted, in

order to strengthen the Committee’s

role with regard to climate-related

ﬁnancial reporting and diversity, equity

and inclusion.

Assessment of the effectiveness of the

Committee

The Committee’s effectiveness in respect

of the year ended 30 September 2024

was evaluated as part of the review

described on page 81. 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.

Looking forward

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.

• Consider the impact of proposed audit

industry changes.

• Review the internal audit work.

• Monitor the Company’s compliance with

TCFD and other climate-related ﬁnancial

disclosures, as well as disclosures

related to diversity, equity and inclusion.

The Committee’s report was approved

by a Committee of the Board of Directors

on 4 December 2024 and signed on its

behalf by

Alan Newman

Chair of the Audit and Risk Committee

4 December 2024

Corporate

Governance

Corporate governance

Annual Report and Accounts 2024

Directors’ report

Annual General Meeting

The Company’s FY 2024 Annual General

Meeting will be held at 11.00 am on

Wednesday 5 February 2025 at Future’s

London ofﬁce at 121-141 Westbourne

Terrace, Paddington W2 6JR.

Corporate Governance statement

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.

Directors

The names and biographical details of the

current Directors are shown on

pages 78 and 79 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 105.

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.

Directors’ powers

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 76

and 77 of this Annual Report. Information

on compensation for loss of ofﬁce is

contained in the Directors’ Remuneration

Report on page 105 of this Annual Report.

Directors’ conﬂicts of interests

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.

Directors’ indemnities

The Company had Directors’ and

Ofﬁcers’ liability insurance cover in place

throughout the year, which included

cover

for claims by third parties.

Share capital

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 23 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 £5,836,396.35 (or

£11,672,792.70, if used for a rights issue)

was granted at the 2024 Annual General

Meeting (AGM).

In May we announced that we were

proposing to return up to £45 million of

cash to shareholders by means of an

on-market share buy back programme.

This followed the approval given by

shareholders at the 2024 AGM for the

Directors to buy back up to a maximum of

11,672,792 Ordinary Shares, representing

approximately 10% of the Company’s

issued share capital.

On 22 May 2024, JP

Morgan Cazenove began to acquire Future

shares and the programme concluded

on 21 October 2024, when the £45

million limit was reached.

As at that date,

4.4m shares had been repurchased, and

cancelled, under the programme.

We will announce that we are proposing

to return up to a further £55 million of

cash to shareholders by means of an

on-market share buy-back programme,

which will begin in January 2025.

This is

within the approval given by shareholders

at the 2024 AGM referred to above

which, although it expires at the end of

the AGM in February 2025, permits the

Company, before it expires, to enter into

a contract to purchase shares where that

contract and the share purchases under

it may be executed after the authority

expires.

We will also seek shareholders’

approval for a new authority, starting

from the end of the February 2025 AGM,

for the Directors to buy back up to a

maximum of 11,080,529 Ordinary Shares,

representing approximately 10% of the

Company’s issued share capital as at 4

December 2024.

The issued share capital of the

Company as at 30 September 2024 was

approximately £16.81 million, divided into

112,088,026 Ordinary Shares.

Since 30 September 2024, 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 4 December 2024 was

110,805,295 Ordinary Shares.

The Company’s Ordinary Shares are

listed on the London Stock Exchange. The

Political donations

No contributions were made to political

parties during the year (2023: £Nil).

Substantial interests

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 90 has

been received, in accordance with DTR 5,

from holders of notiﬁable interests in the

Company’s issued share capital.

Data protection and privacy

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

Future plc is the holding company of the Future group

of companies (the Group)

Future plc

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.

Privacy and digital advertising

standards

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.

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.

Whistleblowing and anti-bribery policies

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.

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 hotline 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.

also have an Editorial Ethics Committee,

which oversees our compliance with our

own ethical and editorial standards

Results and dividends

The results of the Group are shown on

pages 116 to 173 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 3.4p per share (FY 2023: 3.4p per

share) payable on 11 February 2025 to

shareholders recorded on the register

at the close of business on 17 January

2025.

The Ordinary Shares will become

ex-dividend on 16 January 2025.

Signiﬁcant agreements

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

effect, alter or terminate upon a change

of control of the Company. In common

with many other companies, the Group’s

Shareholder

As at 30 September 2024*

As at 4 December 2024*

Nature of holding

BlackRock, Inc.

6.16%

6,16%

Direct and indirect

Sir Peter Wood

5.86%

Direct

Old Mutual Global Investors (UK) Ltd

5.68%

Indirect

The Capital Group Companies, Inc.

5.22%

Direct

FIL Limited

4.81%

5.04%

Direct

Jupiter Fund Management Plc

4.99%

Indirect

Ameriprise Financial, Inc. and its group

4.99%

Direct and indirect

Liontrust Asset Management Plc

5.03%

4.97%

Direct and indirect

Slater Investments

4.96%

Direct

Invesco Ltd

4.91%

Indirect

AXA Investment Managers

3.81%

Indirect

Oberweis Asset Management, Inc.

3.71%

Indirect

Norges Bank

3.05%

Direct and indirect

Substantial interests

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:

Corporate

Governance

*% holding based on total number of shares in issue at the time of respective notiﬁcation.

The Company has not been notiﬁed of any other substantial interests in its securities. The Company’s substantial shareholders do not have different voting rights. The Group, so far as is known by the

Company, is not directly or indirectly owned or controlled by another corporation or by any government.

Corporate governance

Annual Report and Accounts 2024

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 94) 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 Jon Steinberg’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.

Disclosure of information to the auditor

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

Company Secretary

4 December 2024

Other information

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

Likely future developments in the business

Information on ﬁnancial instruments

155

Internal control and risk management systems

in relation to the process for preparing

consolidated accounts

Employment of disabled persons

Employee involvement

Stakeholder engagement

Diversity policy

28,73

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 2023: £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

UK-adopted 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:

•select suitable accounting policies and

then apply them consistently

• make judgments and accounting

estimates that are reasonable and

prudent for the Group ﬁnancial

statements, state whether they have

been prepared in accordance with

UK-adopted international accounting

standards for the Company ﬁnancial

statements, state whether applicable

accounting standards have been

followed, subject to any material

departures disclosed and explained in

the ﬁnancial statements; and

• prepare the ﬁnancial statements on

the going concern basis unless it is

inappropriate to presume that the

Group and Company will continue in

business.

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:

• the ﬁnancial statements, prepared in

accordance with the relevant ﬁnancial

reporting framework, give a true and

fair view of the assets, liabilities,

ﬁnancial position and proﬁt of the

Group and of the Company

• the Strategic Report includes a fair

review of the development and

performance of the business and

position of the Group and Company,

together with a description of the

principal risks and uncertainties that

it faces; and

• the Annual Report and ﬁnancial

statements, taken as a whole, are fair,

balanced and understandable and

provide the information necessary for

shareholders to assess the Group’s

and Company’s position and

performance, business model and

strategy.

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 4

December 2024 and is signed on its

behalf by:

Jon Steinberg

Chief Executive

4 December 2024

Statement of Directors’

responsibilities

Future plc

the global marketplace in which Future

competes for senior executive talent.

Details of Sharjeel’s remuneration, and of

the treatment of Penny’s remuneration

on her leaving Future, are included later in

the report.

In making these decisions, the

Committee took advice from its appointed

external remuneration consultants,

Ellason.

To assist shareholders in

understanding the Committee’s decision

making, I have highlighted below the key

areas of Sharjeel’s remuneration and the

rationale for them:

•

Base Salary:

Sharjeel’s base salary on

appointment was set at £420,000 per

year.

In determining the level of base

salary, the Committee considered that

the base salary of the outgoing Chief

Financial and Strategy Ofﬁcer was

£450,000.

Sharjeel’s salary therefore

represents a discount of almost 7% to

the former incumbent.

As highlighted

in the FY 2022 report, the change of

long-term incentives from the VCP to

a PSP meant that we needed to review

base salaries for our Executive Directors

to ensure the overall remuneration

package remained competitive.

This

review had been undertaken for the

Chief Financial and Strategy Ofﬁcer in

2022 and had been implemented in two

stages, with the increase to £450,000

being effective from 1 November 2023.

When assessing the salary offered to

the new CFO, the Committee considered

that the role would not have the same

level of strategic responsibilities and

does not have the same ‘CFSO’ job title.

The Committee also considered that

Sharjeel does not have previous, direct

FTSE Board-level Director experience,

which implied that some discount should

be applied to the outgoing CFSO’s

salary, at least initially.

As a further

check on the Committee’s decision, it

also compared the base salary against

the current median for CFOs of UK

listed companies of comparable market

capitalisation and revenue so as to

take account of market movements

since 2022, when the remuneration for

the previous CFSO was set.

Sharjeel’s

salary will ﬁrst be eligible for review

with effect from 1 December 2025 and

then annually thereafter.

•

Annual bonus:

Sharjeel’s bonus

opportunity is set at the same level as

his predecessor’s, being a maximum

of 150% of salary.

He is eligible to be

considered for a bonus from the ﬁnancial

year starting 1 October 2024. Together

with the salary agreed on Sharjeel’s

appointment, this bonus opportunity

delivers an appropriately competitive

opportunity that strikes the correct

balance between ﬁxed pay and short-

term variable pay, linked to Future’s

annual performance against its ﬁnancial

and strategic KPIs.

•

LTIP awards:

Sharjeel’s LTIP

opportunity is set at the same level as

his predecessor’s, being a maximum

of 167% of salary, under Future’s

Performance Share Plan (PSP).

His

ﬁrst award will be made for FY 2025, at

the normal time, following the FY 2024

results announcement in December.

This opportunity ensures a competitive

total package and, through this

long-term variable component, close

alignment of Sharjeel’s interests with

those of shareholders.

Buyout

of former incentives

It was also considered appropriate by the

Committee to buy out certain incentives

which Sharjeel would forego on leaving

his former employer, ITV plc (‘ITV’), to join

Future, which the Remuneration Policy

provides the Committee with ﬂexibility

to do.

Our typical market practice is for

any such buyout award to be considered

separately from the ongoing package

offered at Future and therefore in addition

to the ongoing annual bonus and PSP

awards.

Under the Remuneration Policy,

there is no deﬁned monetary limit to the

level of buyout which can be offered;

rather, the value should be no higher (in

fair value terms) than the incentives being

forfeited, taking into account the time to

vesting and any applicable performance

conditions.

In Sharjeel’s case, the agreed

elements of buyout were:

•

Bonus:

For FY 2024, a buyout of 65% of

his 2024 ITV annual bonus opportunity

was agreed, pro-rated based on his

length of service in that role prior to

joining Future, i.e. from 1 January 2024

to 13 September 2024.

The percentage

of 65% was agreed to compensate for a

mid-range outcome.

The total amount,

which was paid out at the same time as

the Group’s FY 2024 proﬁt pool payment

to all its employees, in December 2024,

was therefore £182,356, as set out on

page 98.

This is subject to clawback

if Sharjeel is no longer employed by

Future as at 1 April 2025, or if either he

or Future has given notice to terminate

his employment prior to that date.

is also subject to Future’s Deferred

Annual Bonus Plan (‘DABS’), whereby

50% of the bonus will be converted into

Future shares and applied towards his

shareholding guidelines.

•

Share awards:

To cover the value of

Sharjeel’s unvested share awards, he has

Directors’ Remuneration Report

Corporate

Governance

Mark Brooker

Chair of the Remuneration

Committee

Dear Shareholder

On behalf of my colleagues on the

Remuneration Committee, I am pleased

to present the Directors’ Remuneration

Report for the year ended 30 September

2024. This report covers my third year as

Remuneration Committee Chair, during

which we continued our implementation

of the Group’s Remuneration Policy

(‘Remuneration Policy’), which was

approved at our Annual General Meeting

in February 2023, and broadly completed

the transition of executive remuneration

at Future plc to be more closely aligned

with market best practice.

As usual, our report sets out the principles

and policy we apply to remuneration for

our Directors and aims to demonstrate

how our approach and our Remuneration

Policy align with our strategy, support

the retention of key talent, motivate our

Directors to achieve strong performance

and reward them appropriately and

transparently for doing so.

On 18 October 2024, we announced that

Jon Steinberg had informed the Board of

his decision to step down from the Board

and as CEO in 2025.

This report sets out

the implications of his decision, from a

remuneration perspective.

KEY ISSUES IN 2024

Appointment of a new

Chief Financial Ofﬁcer

This year we said farewell to Penny

Ladkin-Brand, our Chief Financial and

Strategy Ofﬁcer, after nine years with the

Group.

I second Richard’s comments in

his Chair’s introduction about Penny’s

contribution to Future and would like to

add my thanks and best wishes to her.

We were also delighted to welcome

Sharjeel Suleman as our new Chief

Financial Ofﬁcer.

The Remuneration

Committee designed a remuneration

package for Sharjeel that is aligned to our

Remuneration Policy and competitive in

Directors’ remuneration report

Annual Report and Accounts 2024

been awarded Future shares under the

PSP.

The awards forfeited did not have

performance criteria attached to them

and vesting was purely time-based. The

replacement awards are also, therefore,

purely time-based.

In line with best

practice, the number of replacement

awards was calculated based on the

average closing prices of Future and

ITV shares over the three dealing days

immediately preceding 16 September

2024, being the date that Sharjeel

joined Future.

The April 2024 grant was

replaced on a pro-rated basis, on the

expectation that his ﬁrst Future PSP

grant would be estimated to be granted

in December 2024.

There was therefore

an eight-month gap in accrued value,

between April and December 2024,

which Future bought out.

The vesting

proﬁle of the buyout awards was set to

mirror the vesting periods of the awards

foregone, with these awards also subject

to his Directors’ shareholding guidelines.

The number of Future shares awarded

to Sharjeel to replace his ITV awards are

shown in the table below:

Grant Date

Vest Date

19 Sep 2024

12,261

14 April 2025

15,050

14 April 2026

9,154

14 April 2027

Total

36,465

Details of the elements of Sharjeel’s

annual package are set out on page 96.

Leaver arrangements for former CFSO

In FY 2024 the Committee also

determined the leaver arrangements for

our former CFSO, Penny Ladkin-Brand.

As Penny was leaving to take up another

executive role, the Committee resolved

not to confer “good leaver” status, in line

with our Remuneration Policy.

As such,

Penny was not entitled to any payment

under the annual bonus scheme for FY

2024 and all unvested awards under the

PSP and VCP schemes lapsed in full.

Further details of the leaver arrangements

are included in the report on page 105.

Targets for Variable Pay Elements

Last year, the Remuneration Committee

reassessed the metrics and targets for

the annual bonus scheme and the new

PSP awards, against the backdrop of

signiﬁcant changes in business context,

both within Future as well as in the

external market for Future’s products

and services.

This year, although the

external market has continued to

present macro challenges, with the

Growth Acceleration Strategy that was

announced in December 2023 now

embedded and with the organisation’s

focus being

on successful execution,

the

Committee’s focus has been on

reviewing to what extent the variable pay

elements needed to be reviewed and/or

ﬁne-tuned.

We have also continued to

reﬂect carefully on how environmental,

social and governance (‘ESG’) metrics

can be incorporated into our incentive

scorecards. Details of the speciﬁc targets

are included in the main Remuneration

Report and below is a summary of the

Committee’s thinking on this topic:

•

ESG metrics:

Future continues its

journey to add ESG metrics to the

scorecards for our variable pay awards.

The Committee is mindful, based

not only on our own thinking but also

input from shareholders and other

stakeholders, that any ESG metrics we

implement should link to the Company’s

strategic goals and be appropriately

weighted.

We have since FY 2023

included Employee Engagement as a

performance metric in the annual bonus

for our Executive Directors, given that

we are not an asset heavy business

and it is our people who will determine

the success of the business.

For that

reason, with Employee Engagement

continuing to be a core KPI for us to

Members

Since

Mark Brooker

(Chair since 1 October 2021 )

2020

Rob Hattrell

2018

Angela Seymour-Jackson

2021

Details of individual directors’ attendance at Remuneration Committee meetings can be found on page 77.

Other directors and executives, including

the Board Chair, the CEO and the COO may

be invited to attend Remuneration

Committee meetings.

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 2024 and how much they

received in relation to the ﬁnancial year

ended 30 September 2024.

Key objectives

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.

Key responsibilities

• Designing and implementing the

Remuneration Policy

• Ensuring the competitiveness of reward

• Designing the incentive plans, including

the setting of incentive targets and

overseeing all share awards

• Setting remuneration for the Executive

Directors and Board Chair and

overseeing senior executive and all

employee remuneration policies across

the Group in alignment with the Group’s

reward principles.

Key areas of focus in FY 2024

• Ensuring correct implementation of the

Remuneration Policy for 2023-2025 in

line with the business strategy and

culture

• Setting an appropriate remuneration

package to support a successful

transition of the incoming CFO, as well as

appropriate leaver arrangements for the

outgoing CFSO

• Keeping under review the remuneration

arrangements across the Group,

including in response to feedback at the

AGM held in February 2024

• Continuing to monitor remuneration

practices across the Group and keeping

abreast of developments and best

practices in the wider market

• Monitoring the effectiveness of ESG,

including carbon reduction, targets in our

executive incentives to reinforce the

delivery of our strategy in this important

area.

Key priorities in FY 2025

• Design appropriate remuneration

arrangements for incoming CEO

• Monitor evolution of UK PLC

remuneration structures and best

practice, in preparation for setting of new

remuneration policy for FY 2026-2028

• Keep under review the inclusion of a

carbon reduction target in the PSP

scorecard

• Continue to support work being

completed within the Group to

strengthen remuneration transparency

and effectiveness across the wider

workforce.

Future plc

improve the productivity and retention

of our workforce, we will

continue to

include this measure in the annual bonus

for FY 2025.

In last year’s report we

highlighted that we are considering

introducing a carbon reduction target

as part of our PSP awards. Whilst

Future is not a large absolute emitter

of carbon, we acknowledge our

responsibility to contribute to mitigating

the risks from climate change, including

through managing our emissions.

We are also increasingly mindful of

the importance of this subject to our

employees, advertisers and other

stakeholders.

As you will be able to

see in the Responsibility Committee

Report (page 21), we have made great

progress in 2024 in measuring our

carbon emissions and setting a strategy

to achieve signiﬁcant reduction goals

for 2030 and 2050.

We are not yet at

the stage where we have robust interim

targets over a three-year period, which

would be required for inclusion in this

year’s PSP award.

The Committee

therefore decided not to include a

carbon reduction target for this year but

to keep this under review as an option

going forward.

•

FY 2025 annual bonus targets:

Having

reviewed the metrics used for the annual

bonus scheme, the Committee decided

that the current format for Executive

Directors, with Adjusted Operating Proﬁt

(‘AOP’) as the primary target with a 90%

weighting, was still appropriate.

AOP

is the key ﬁnancial metric used by the

Company to measure its performance,

it is well understood by the leadership

team and provides transparency on

their progress towards our goals.

Last

year we introduced longer-term organic

revenue growth alongside Adjusted

Diluted EPS growth targets in the PSP

(see below), with the aim of balancing

management’s focus between longer-

term growth metrics as well as the

annual proﬁt target.

As described

above, we will retain a 10% weighting

on Employee Engagement in the annual

bonus scheme.

•

FY 2025 PSP targets:

The Committee

signiﬁcantly revised the performance

metrics for the PSP last year, to align with

the newly launched Growth Acceleration

Strategy.

The Committee considers

that the scorecard of measures

remains relevant and appropriate.

As a

reminder, the metrics are: Relative Total

Shareholder Return (40% weighting);

Adjusted Diluted Earnings per Share

(30% weighting); Organic Revenue

Growth (30% weighting).

The rationale

for selecting these metrics is described

in the FY 2023 Annual Report, on page

94.

Details of the actual targets for each

metric for FY 2025 PSP awards are

shown on page 102.

Variable pay outcomes in FY2024

The Company achieved Adjusted

Operating Proﬁt of £223.6m on a

constant currency basis, warranting

25% payout of this element of the bonus

(90% of the opportunity). In addition, the

stretch target set in relation to improving

the Company’s Employee Engagement

score was exceeded, resulting in 100%

payout of this element (weighted 10%).

The overall bonus outcome warranted

for FY2024 performance was 32.5%

of maximum. 50% of the earned bonus

will be paid in cash and 50% will be

deferred in Future plc shares for two

years. In determining to make the bonus

payment to Jon Steinberg outlined

on page 99, the Committee operated

within the provisions of the approved

Remuneration Policy to pay a bonus to

a departing executive for a period of

active service. A number of factors were

taken into account by the Committee to

ensure the outcome was in the interests

of the Company and its stakeholders: Jon

served notice only after the end of the

performance year; he remains in active

service (and is expected to do so for a

number of months to come); the Growth

Acceleration Strategy he has implemented

continues to drive good strategic and

ﬁnancial progress; and the partial

payout earned reﬂects the Company’s

performance relative to stretching targets

set at the start of the year.

Other than the buyout arrangements

outlined on page 101, Sharjeel Suleman

did not receive any element of bonus for

FY 2024.

He is eligible to be considered

for a bonus starting from FY 2025.

The Committee is satisﬁed that overall

pay outcomes in respect of FY 2024

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 the Group returned to organic

revenue growth.

No Directors (current or former) had any

interests in long-term incentives vesting

during the year.

Use of discretion during FY 2024

Same as described on this page

relation to the annual bonus, the

Committee did not exercise discretion in

respect of remuneration outcomes during

the year.

Other areas of Remuneration Policy

implementation in FY2025

A summary of the approach to

implementation of the Remuneration

Policy outside the topics covered above is

as follows:

• In light of his decision to step down in

FY 2025, Jon’s base salary will not be

increased.

• The pension allowance for both

Executive Directors will continue to be

5% of base salary, which is aligned with

the workforce in the UK, where both

directors are based.

• The annual bonus potential will be set at

150% for the CFO. Any bonus payable

is delivered 50% in cash and 50% in

Future shares, deferred for two years.

As the conditions under which Jon will

leave Future are not yet conﬁrmed, a

decision on his eligibility for a bonus

will be made at the appropriate time,

in accordance with the Company’s

Remuneration Policy.

• PSP awards for the CFO will be 167% of

base salary (at face value), in line with

our Remuneration Policy.

No new PSP

awards will be made to Jon Steinberg.

Wider workforce pay

The Committee recognises that the

cost of living continues to be a real

concern for a number of our colleagues,

although there are encouraging signs

of the high inﬂationary environment in

the UK, at least, where the majority of

our colleagues are located, reducing to

a more normalised level.

In relation to

FY 2025 salary increases, the overall

aim was to provide all employees with a

meaningful increase to their base salary

which reﬂected economic realities.

The

bonus payout for the wider workforce of

25% of their respective opportunities

aligns with the element of the CEO’s

payout of 25% based on the Adjusted

Operating Proﬁt.

Employee Engagement

is not part of the wider workforce’s

bonus metric.

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 full review

and refresh of our job architecture and a

new levelling structure, which will improve

our ability to support career development

and performance management. This

project also includes a full review of our

pay structures, ensuring that we are both

externally competitive and internally

consistent in our practices, from our

earliest-in-career colleagues through to

Corporate

Governance

Directors’ remuneration report

Annual Report and Accounts 2024

our Executive Leadership.

The rollout of

these updates to the workforce will begin

in early 2025.

As a company, we have not yet fully

met the expectation set out in the UK

Corporate Governance Code to engage

with the wider workforce about executive

pay decisions.

However, we expect that

this will ﬂow naturally from the rollout

of the broader remuneration approach

mentioned above.

That said, we continue

to openly discuss pay with colleagues,

including directly addressing our Gender

Pay Gap in an all-company meeting, and

regularly address colleague questions

about our pay practices.

Future’s new company values include

being ‘results-driven’.

In service of that

cultural aim, the Company launched

the new goal-setting structure and

performance management process

referred to above, which allow the

Company to be consistent in its

evaluation of employees and structured

and fair about the link between

performance and remuneration.

Outcome of Annual General

Meeting in 2024

While the Committee was pleased that

shareholders approved the FY 2023

Directors’ Remuneration Report by a

large majority (80.59%) at our Annual

General Meeting in February 2024,

we acknowledge that a minority of

shareholders either withheld their votes

or voted against.

Through ongoing

engagement with shareholders in the

run-up to the AGM, the Committee

notes that there was no common

reason underpinning the decision not

to support the report. The Committee

keeps under review all feedback received

and is satisﬁed in the round that the

current Remuneration Policy (and its

implementation) remains ﬁt for purpose

for Future at present, with pay levels and

award opportunities being appropriately

competitive for the experience,

contribution and performance of our

Executive Directors.

Conclusion

FY 2024 was another opportunity to

test the Remuneration Policy, in its

second year of implementation, having

successfully recruited a new CFO with

a remuneration package within the

parameters set out therein.

As we enter

the ﬁnal year of the current policy, the

Committee will be undertaking its next

review and will look to engage with

investors in due course.

We are mindful

of the ongoing debate around the

competitiveness of UK pay and changes

to market practice ‘norms’ which might

arise as a result, and will consider this as

part of our review.

As a Committee, we are committed

to making responsible and measured

decisions around pay. I hope this report

provides clear and transparent disclosure,

including of the wider context that has

informed our decisions.

I thank my fellow Committee members

for their contributions during the year,

as well as the shareholders and proxy

agencies who have continued to provide

feedback.

As ever, we welcome all

shareholders’ feedback on this report and

we look forward to receiving your support

for the Annual Report on Directors’

Remuneration at our AGM on 5 February

2025.

Mark Brooker

Chair of the Remuneration Committee

4 December 2024

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:

Subject matter:

• The single total ﬁgure of remuneration for

Directors and accompanying notes (page 98)

• Directors’ interests in share schemes (page

106)

• Payments to past Directors (page 105)

• The statement of Directors’ shareholdings and

share interests (page 105).

The remaining sections of the Report are not

subject to audit.

Future plc

The main features of the Remuneration

Policy as applied in FY 2024 are

summarised in the table below (where

references to the CFO are to Sharjeel

Suleman, who joined as an Executive

Director on 16 September 2024).

Details

of payments made to the former CFSO,

Penny Ladkin-Brand, who stepped

down as an Executive Director on 28

July 2024, are set out on page 105. The

table also includes details of how the

Remuneration Policy is intended to apply

in FY 2025:

Corporate

Governance

Element of

remuneration

Application of the Remuneration Policy

FY 2024

FY 2025

Paid over the ﬁnancial year

Base salary

See page 99 for more

details

CEO: £730,000 (increased from £700,000 (+4.3%) from 1 December

2023)

CFO: £420,000

CEO: £730,000

CFO: £420,000

Pensions and

beneﬁts

See page 99 for more

details

CEO: 5% of salary,

in line with the wider workforce

CFO: 5% of salary, in line with the wider workforce

Beneﬁts comprise principally car allowance, private health insurance and

life assurance

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

Annual bonus

See page 99 for more

details

Maximum opportunities of:

CEO – 200% of salary.

For FY 2024, performance measures were

90% based on Adjusted Operating Proﬁt, adjusting for any material

acquisitions, as required, and 10% based on Employee Engagement

CFO – n/a.

The CFO was not eligible to participate in the annual bonus for

FY 2024.

The CFO’s bonus opportunity at his former employer (and which

was forfeited on joining Future) was bought out as explained on pages

92 and 93

FY 2024 outcome of 32.5% of maximum, reﬂecting 25% of maximum

under the Adjusted Operating Proﬁt element and 100% of maximum

under the Employee Engagement element

Awards are subject to malus and clawback (see page 111)

No change to the overall structure (including malus and clawback

provisions)

The performance measures for FY 2025 will be 90% on Adjusted

Operating Proﬁt and 10% on Employee Engagement

The opportunity for the CFO will be 150% of salary.

Decision made on

award of CEO bonus at the appropriate time, in accordance with the

Remuneration Policy

Vest at least three years after grant, subject to performance conditions, with a post-vest holding period

Performance Share

Plan

See page 101 for more

details

CEO - Granted an award of c.296% of salary.

As described in last year’s

Report, the Remuneration Committee decided in FY 2023 to delay the

award of a further c.100% of salary that was anticipated to be made in

FY 2023, until FY 2024, when performance targets were set that aligned

with the new strategic plan.

For details, see page 92 of the FY 2023

Annual Report

Vesting of awards based 40% on 3-year relative TSR, 30% on 3-year

Adjusted Diluted EPS performance and 30% on 3-year organic revenue

growth

CFO - No award granted as part of the annual PSP award cycle, however

a buyout award was made to the CFO in respect of awards made by

his former employer that he forfeited on joining Future,

as explained

on pages 92 and 93.

These awards vest subject only to continued

employment to the vesting date

CEO - No new awards will be granted.

Decision on existing PSP awards

to be made at the appropriate time, in accordance with the Remuneration

Policy

CFO - Will be granted an award of 167% of his base salary

Vesting of awards based 40% on 3-year relative TSR, 30% on 3-year

Adjusted Diluted EPS performance and 30% on 3-year organic revenue

growth

Shareholding

requirements

See page 105 for more

details

CEO: 200% of salary

CFO: 200% of salary

No change

Remuneration at a glance

Directors’ remuneration report

Annual Report and Accounts 2024

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.

The Company currently does not comply

with provision 41 of the 2018 Corporate

Governance Code in terms of workforce

consultation on executive remuneration,

however the background to this is

explained in the Chair’s introduction to

the Corporate Governance section on

page 74.

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 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).

Remuneration across the company

Future plc

Annual report on remuneration

The following section provides details of how the Directors’ Remuneration

Policy was applied for the year ended 30 September 2024 and how the

Committee intends to apply the Policy in the year ending 30 September 2025.

Single ﬁgure of remuneration for Directors (audited)

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 2024.

£'000

Year end 30

September

(A) Basic salary

or fees¹

(B) Taxable

beneﬁts²

bonus³

(D) PSP⁴

(E) Pension

beneﬁt⁵

(F) Other⁶

TOTAL SINGLE

FIGURE

(A+B+E) Total

ﬁxed

(C+D+F) Total

variable

Executive Directors

Jon Steinberg

2024

725

475

1,333

858

475

2023

350

191

559

Sharjeel Suleman

2024

182

385

587

567

Non-Executive Directors

Richard Huntingford

2024

214

2023

207

Meredith Amdur

2024

2023

Mark Brooker

⁸

2024

2023

Rob Hattrell

⁹

2024

2023

Ivana Kirkbride

¹⁰

2024

Alan Newman

¹⁰

2024

2023

Angela Seymour-Jackson¹²

2024

2023

Former Executive Directors

Penny Ladkin-Brand¹³

2024

370

402

2023

406

442

Former Non-Executive Directors

Hugo Drayton¹⁰

2024

2023

Notes

Meredith Amdur is US-based. During FY 2024 Meredith received US$80,050 (FY 2023: US$73,600) as remuneration.

Ivana Kirkbride is US-based for tax.

During FY 2024 Ivana received US$71,623 (FY

2023: n/a) as remuneration.

In both cases, these amounts were based on the Sterling equivalent shown in the table above using the exchange rate of £1 = US$ 1.27 for the period from 1 January 2024

and £1 = US$1.3 for a small element of payment made in December 2023.

Beneﬁts for Executive Directors comprised principally car allowance, private health insurance and life assurance. The ﬁgure for Jon Steinberg’s taxable beneﬁts includes the amount of £78,248

relating to the ﬁnal balance of his relocation allowance. There were no taxable expenses paid to any non-Executive Director in the year.

Relates to payment for performance during the year and includes the grant date value of any amount paid in shares under the DABS. Details relating to the Annual Bonus are set out on pages 92, 93

and 99.

The PSP ﬁgures are consistent with the approach taken in previous reports, i.e. awards are captured in the year that performance periods have ended (see page 106 for further details). No PSP awards

vested during the year. 2023 ﬁgure: zero, as no performance periods ended during FY 2023. Further details relating to the PSP are set out on page 108.

Jon Steinberg, Penny Ladkin-Brand and Sharjeel Suleman received cash supplements in lieu of pension contributions. These additional cash payments are not included in determining their

entitlement to any bonus, share-based incentive or pension entitlement.

This amount relates to Sharjeel Suleman’s stock buyout award from ITV, details of which are set out on pages 92 and 93.

This amount relates to Sharjeel Suleman’s bonus buyout award from ITV,

details of which are set out on pages 92 and 93.

Senior Independent Director and Chair of the Remuneration Committee. Mark Brooker became Senior Independent Director on 1 February 2024.

Consumer Duty Champion, GoCompare.com Limited.

Hugo Drayton was Chair of the Responsibility Committee until 31 January 2024, when he stepped down from the Board.

Ivana Kirkbride became Chair of the Responsibility Committee on 1 February

2024, having been appointed to the Board on 15 December 2023.

Ivana also became Designated Non-Executive Director for workforce engagement from 13 September 2024, the annual fee for which

is £7,600.

Chair of the Audit and Risk Committee.

12 Independent Chair of the Group’s regulated subsidiary Go.Compare.Com Limited.

Penny Ladkin-Brand stepped down from the Board on 28 July 2024. The 2024 ﬁgures shown in the table above relate to the period 1 October 2023 to 28 July 2024. Details of Penny’s other

remuneration in connection with her cessation of employment are set out in the relevant section on page 99 and on page 105.

Directors’ remuneration report

Annual Report and Accounts 2024

BASIC SALARY

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 the new CFO’s salary can be

found on page 92.

FY2024

Jon Steinberg’s salary was increased

to £730,000 from 1 December 2023.

Sharjeel Suleman’s salary was £420,000,

which was paid from 16 September 2024,

the date he became an Executive Director.

Penny Ladkin-Brand was an Executive

Director until 28 July 2024. She received

an annual salary of £450,000, until

the termination of her employment, as

detailed on page 105.

FY 2025

As explained on page 94, the

Remuneration Committee decided to

approve no increase to Jon Steinberg’s

salary in FY 2025.

As mentioned on page 92, Sharjeel

Suleman’s salary will remain unchanged in

FY 2025.

His salary will ﬁrst be eligible for

review with effect from 1 December 2025

and then annually thereafter.

PENSION AND BENEFITS

Pension entitlements

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

2024.

FY 2024

Employer’s pension contributions were

payable to the Executive Directors as

a salary supplement, at a rate of 5%

of basic salary for Jon Steinberg and,

from 16 September 2024, for Sharjeel

Suleman.

This is aligned with the majority

of the Group’s UK employees’ pension

provision, following Provision 38 of the UK

Corporate Governance Code, as set out in

the Remuneration Policy.

Penny Ladkin-Brand received a

cash supplement in lieu of pension

contribution of 5% of salary, until her

departure on 28 July 2024.

FY 2025

Jon Steinberg and Sharjeel Suleman will

each receive a cash supplement in lieu of

pension contribution of 5% of basic salary.

Beneﬁts

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 ﬁgure for Jon Steinberg’s

taxable beneﬁts includes the ﬁnal balance

of his relocation allowance. The Executive

Directors also have the opportunity to

participate in the Company’s SIP on the

same terms as other UK employees.

ANNUAL BONUS

The Company operates an annual bonus

for the Executive Directors. Maximum

opportunities are 200% of salary for

the CEO and 150% of salary for other

Executive Directors. The Committee

believes that the overall annual bonus

structure, including opportunity levels and

deferral mechanism, remains appropriate

for Future at this time.

FY 2024

For Jon Steinberg, the bonus opportunity

was 90% based on AOP and 10% based

on an ESG metric related to employee

engagement.

Penny Ladkin-Brand was not eligible to

receive a bonus for FY 2024, reﬂecting

her employment termination date of 28

July 2024, as explained on page 105.

noted in the Chair’s statement, Sharjeel

Suleman was not eligible to participate in

the FY2024 annual bonus.

Full details of the target ranges set at the

start of the ﬁnancial year are set out in

the table on page 100 along with actual

outcomes for each measure and resulting

annual bonus payout. Of this amount,

50% will be paid in cash and 50% will be

deferred in Future plc shares for 2 years.

FY 2025

The Company will continue to operate

a proﬁt pool bonus for all employees

across the Group. The annual bonus for

the Executive Directors will operate on

a similar basis to that operated for FY

2024. The maximum opportunity will

remain at 150% of salary for the CFO

(i.e. aligned with his predecessor), with

90% of the total bonus amount being

in relation to AOP and 10% in relation to

an ESG target, which, for FY 2025, will

continue to be Employee Engagement. As

explained in the Chair’s report, Employee

Engagement is a core KPI for us to

improve the productivity and retention of

our workforce and we will retain focus on

this measure through continued inclusion

of this target in the annual bonus award in

FY 2025.

Speciﬁc performance targets for the FY

2025 Annual Bonus are not disclosed due

to their commercial sensitivity, but will be

disclosed retrospectively in the FY 2025

Annual Report.

In accordance with the Policy, 50% of any

bonus earned will be deferred in Future

shares for 2 years under the DABS.

As explained on page 94, as the conditions

under which Jon Steinberg will leave

Context for

remuneration decisions

The context for the Committee’s

decision-making this year is set out

in the introductory letter on pages

92 to 95.

The purpose of our remuneration

policy is to deliver a remuneration

package that:

• Attracts and retains high calibre

Executive Directors and senior

managers in a challenging and

competitive business environment

• Avoids unnecessary complexity,

delivering an appropriate balance

between ﬁxed and variable pay for

each Executive Director and the senior

management team

• Encourages long-term performance

by setting challenging targets linked to

sustainable growth

• Is aligned to the achievement of the

Group’s objectives and stakeholder

interests and to the delivery of

sustainable value to shareholders

• Seeks to avoid creating excessive risks

in the achievement of performance

targets

• Is consistent with the Group’s purpose

and values

• Is commensurate with pay conditions

across the Group

• Is aligned to the remuneration

principles set out on page 110

• Takes into account underlying

business performance and the wider

stakeholder experience

All our decisions as a Remuneration

Committee are framed by this context.

100

Future plc

Corporate

Governance

Annual bonus targets

DABS Awards granted during the year to 30 September 2024

No DABS were awarded during the year as the FY 2023 annual bonus was £nil.

Performance

measure

Threshold

Target

Max

Actual

weighting

% of maximum

achieved

Adjusted Operating Proﬁt

£221.9m

£246.6m

£256.3m

£223.6m

90%

25.00%²

Employee engagement target

70%

72%

73.50%

10%

100%

Overall

32.50%

DABS Awards vested during the year to 30 September 2024

There were no awards granted under the DABS which had a vest date between 1 October 2023 and 30 September 2024.

Future are not yet conﬁrmed, a decision

on the award of this bonus will be made at

the appropriate time, in accordance with

the Company’s Remuneration Policy.

LONG-TERM INCENTIVE PLANS

Value Creation Plan (VCP)

The VCP was explained in detail in the FY

2020 Annual Report (page 103).

All VCP awards held by former Executive

Directors have now lapsed.

The current

Executive Directors do not, and will not,

hold any awards under the VCP.

Constant currency basis, as explained on page 94.

The payout for outcomes between Threshold and Target was capped at 25% of maximum under this measure for the FY 2024 annual bonus

Directors’ remuneration report

101

Annual Report and Accounts 2024

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

Jon Steinberg

21 December 2023

291,105

£7.42

£2,160,000 (296% of

salary)

30 September 2026

21 December 2026

2 years post vesting

FY 2024

PSP awards granted to the Executive Directors in FY 2024¹ are set out below:

Penny Ladkin-Brand was not eligible to receive a PSP award for FY 2024 as she had given notice of her intention to step down from the Board and as CFSO when the awards were made.

Details of the buyout

award made to Sharjeel Suleman are set out on pages 92 and 93.

Notes:

1 Straight Line vesting between Threshold and Stretch

2 The relevant comparator group for the Relative TSR measurement will be the constituents of the FTSE250 index excluding Investment Trusts

Buyout Awards for new CFO

Sharjeel Suleman was not eligible for an award under the performance-based PSP in FY 2024.

As noted in the Chair’s Statement, and similarly to the

annual bonus, the Committee agreed to compensate Sharjeel for outstanding share-based awards which he would forego on leaving his previous

employer.

To cover the value of Sharjeel’s unvested ITV share awards, he was awarded Future shares, which are shown in the table below.

Executive Director

Date of award

Shares granted

Market value on date of award

Face value (and % of salary)

Normal vest date

19 September 2024

12,261

£10.55

£129,358 (29%)

14 April 2025

Sharjeel Suleman

19 September 2024

15,050

£10.55

£158,787 (36%)

14 April 2026

19 September 2024

9,154

£10.55

£96,584 (22%)

14 April 2027

These awards are based 40% on relative TSR, 30% on Adjusted Diluted EPS growth and 30% organic revenue growth, all for the three years to end

FY 2026 as set out in the table below.

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 Outcome¹

Relative TSR²

40%

30 Sep 2026

Below Median

At Median

25%

At Upper Quartile

100%

Adjusted Diluted EPS

30%

30 Sep 2026

Below 153.8p (3% CAGR)

at 153.8p (3% CAGR)

25%

at 177.4p (8% CAGR)

100%

Organic revenue growth

(3 year average)

30%

30 Sep 2026

Below 1.5%

1.5%

25%

5.0%

100%

The background to how these awards were calculated is detailed on pages 92 and 93.

To align with the awards foregone from his previous employer, these awards are not subject to further performance

conditions and will be applied towards Sharjeel’s shareholding guidelines.

102

Future plc

Corporate

Governance

Director¹

,²,³

Basic salary/fee

Taxable beneﬁts

Bonus²

Executive Directors

FY 2024

FY 2023

FY 2022

FY 2021

FY 2020

FY 2024

FY 2023

FY 2022

FY 2021

FY2020

FY 2024

FY 2023

FY 2022

FY 2021

FY 2020

Jon Steinberg

N/A

100%

N/A

Sharjeel Suleman

N/A

Penny Ladkin-Brand

10%

12%

N/A

21%

N/A

−100%

N/A

53%

Non-Executive Directors

Richard Huntingford

42%

18%

N/A

Meredith Amdur

N/A

Mark Brooker

14%

22%

N/A

Hugo Drayton

19%

N/A

Rob Hattrell

26%

20%

N/A

Alan Newman

23%

N/A

Angela Seymour-Jackson

29%

N/A

All employees

−2%

−6%

−1%

15%

13%

−6%

100%

−99%

−35%

−28%

Notes:

Changes in Directors and roles during the FY 2024 ﬁnancial year were as follows:

• Hugo Drayton stepped down from the Board and as Senior Independent Director and Chair of the Responsibility Committee on 31 January 2024.

• Ivana Kirkbride was appointed to the Board with effect from 15 December 2023 and became Chair of the Responsibility Committee on 1 February 2024.

• Mark Brooker became Senior Independent Director on 1 February 2024.

• Penny Ladkin-Brand stepped down from the Board on 28 July 2024.

• Sharjeel Suleman was appointed to the Board with effect from 16 September 2024.

The ﬁgures shown are reﬂective of any bonus earned during the respective ﬁnancial year. Non-Executive Directors are not eligible to participate in the bonus scheme.

Remuneration for any part year served has been annualised for comparison purposes.

FY 2025

As noted on page 94, no new PSP awards will be made to the CEO in FY 2025.

The CFO’s award will be aligned to that of his predecessor at 167% of

salary.

The Remuneration Committee has reviewed the PSP performance conditions for FY 2025 and concluded that they still appropriately align

with the Group’s strategy.

The metrics used will remain the same as FY2024 - Relative Total Shareholder Return, Adjusted Diluted Earnings per Share

and Organic Revenue Growth:

In line with the Policy, any awards vesting for performance will be subject to a mandatory 2-year holding period.

Percentage change in remuneration of Directors and employees

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

2024. 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.

Measure

Weight

Measurement Date

Target

Vesting Outcome

Relative TSR

40%

30 Sept 2027

Below Median

At Median

At Upper Quartile

25%

100%

Adjusted Diluted EPS

30%

30 Sept 2027

Below 3% CAGR

At 3% CAGR

At 8% CAGR

25%

100%

Organic Revenue Growth

(3 year average)

30%

30 Sept 2027

Below 1.5%

At 1.5%

At 5.0%

25%

100%

Notes

Straight Line vesting between Threshold and Stretch

The relevant comparator group for the Relative TSR measurement will be the constituents of the FTSE250 index excluding Investment Trusts

Directors’ remuneration report

103

Annual Report and Accounts 2024

Group pay:

£188.3m

Group operating costs

excluding Group pay &

exceptional costs:

£411.4m

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

2023 and FY 2024 being, respectively,

(i) the 3.4p ﬁnal dividend for FY 2023,

paid in February 2024; and (ii) the 3.4p

ﬁnal dividend proposed for the FY

2024 ﬁnancial year, payable in February

2025. The FY 2024 dividend ﬁgure of

£3.8m in the chart above is based on the

issued share capital of 112.1m as at 30

September 2024.

The acquisition of own shares ﬁgure of

£63.1m is in relation to the share

buyback

programmes executed during

the year.

CEO pay ratio

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 2024. This includes basic

salary, beneﬁts, pension contributions and

the value received from incentive plans.

This year we continued the methodology

of calculating the ratios with Option A. The

data represents the FTE equivalent of all

2,195 UK employees as of 30 September

2024.

The employee calculation includes

all pay components that mirror the CEO

single ﬁgure of remuneration.

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 2024 is consistent with the pay,

reward and progression policies for the

Company’s UK employees taken as a whole.

In the Fiscal Year ending on 30 September

2023, the CEO Pay Ratio was signiﬁcantly

lower than in prior years due to neither

active CEO receiving performance

shares nor a bonus payment. While still

signiﬁcantly lower than in prior years, this

year’s ratio shows an increase, primarily

driven by a bonus payout to the CEO

resulting from this year’s performance.

A summary of the salaries and total single

ﬁgures of remuneration for the relevant

individuals in FY 2024 is included in the

table below:

Relative importance of spend on pay

The relative importance of spend on pay for the business is shown in the table below.

Group operating costs

excluding Group pay &

exceptional costs:

£440.2m (+7%)

200

400

600

800

2024

2023

Acquisition of own shares:

£63.1m (+158%)

Distributions to shareholders:

£3.8m (-7%)

Capital expenditure:

£13.9m (+23%)

Acquisition of own shares:

£24.5m

Distributions to shareholders:

£4.1m

Capital expenditure:

£11.3m

CEO pay ratio

Financial Year

Calculation methodology

Lower quartile (P25)

Median (P50)

Upper quartile (P75)

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

Pay level

CEO

Lower quartile (P25)

Median (P50)

Upper quartile (P75)

Salary

£725,000

£30,000

£38,094

£53,469

Single ﬁgure of remuneration

£1,332,499

£31,593

£40,953

£57,736

Group pay:

£201.4m

(+7%)

104

Future plc

Corporate

Governance

Fees for Non-Executive Directors and the Chair ¹

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 rates for the Chair’s and Non-Executive Directors’ fees are:

Review of past performance

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 Mid 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 Mid 250 Index is shown to reﬂect the Group having moved up to a

Commercial Companies Listing

and its inclusion in the FTSE250 index during 2019.

Total Shareholder Return

(Value of £100 invested on 30 September 2014)

Meredith Amdur and Ivana Kirkbride are paid in US$ and for FY 2024 this was subject to a ﬁxed exchange rate of £1 = US$1.27 for the period from 1 January 2024 and £1 = US$1.3 for a small

element of payment made in December 2023. The increase to be applied to their fees, and to the fees of all the Non-Executive Directors, from 1 January 2025, will be 2.5%, which is below the

base salary increase for UK employees.

Future made a non-material correction to the Non-Executive Directors’ fees in January 2024, having slightly overstated the FY 2024 fees in its FY 2023 Annual Report and Accounts.

Ivana Kirkbride was appointed as Designated NED for workforce engagement with effect from 13 September 2024 and an additional fee was payable for that responsibility, from that date.

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.

Jon Steinberg waived any FY 2023 bonus entitlement.

Fees effective from 01 January 2024

Fees effective from 01 January 2025

Base fees

Board Chair

£215,963

£221,363

Non-Executive Director

£61,764

£63,308

Additional fees

Senior Independent Director

£10,847

£11,118

Audit and Risk Committee Chair

£10,847

£11,118

Remuneration Committee Chair

£10,847

£11,118

Responsibility Committee Chair

£10,847

£11,118

GoCompare.Com Limited Chair

£27,118

£27,796

GoCompare.Com Consumer Champion INED fee

£16,271

£16,678

Designated NED for workforce engagement³

£7,600

Zillah Byng-Thorne

Jon Steinberg¹

Year

FY 2015

FY 2016

FY 2017

FY 2018

FY 2019

FY 2020

FY 2021

FY 2022

FY 2023

FY 2024

CEO single ﬁgure of

remuneration £'000

£471

£347

£5,425

£10,881

£5,678

£3,685

£8,390

£2,776

£324

£559

£1,333

Annual Bonus

(% of maximum)

36%

88%

100%

88%

n/a

32.5%

PSP Vesting

(% of maximum)

100%

n/a

The table below shows the CEO’s single ﬁgure of remuneration and variable pay outcomes over the same period as the graph above.

£500

£1,000

£1,500

£2,000

£2,500

£3,000

£3,500

Sep 14

Sep 15

Sep 16

Sep 17

Sep 18

Sep 19

Sep 20

Sep 21

Sep 22

Sep 23

Sep 24

£0

Investment (£)

Future plc

FTSE Mid 250 Excluding Investment Trust Index

FTSE All-Share Media Index GBP

Directors’ remuneration report

105

Annual Report and Accounts 2024

Payments for loss of ofﬁce (audited)

Chief Financial and Strategy Ofﬁcer

Penny Ladkin-Brand stepped down as

CFSO and from the Board on 28 July 2024,

having served notice on 6 December 2023.

As she served notice to leave, to take up

another executive role, she was deemed not

to be a ‘good leaver’.

Her leaver arrangements were therefore as

follows:

• For the purposes of her basic salary and

contractual beneﬁts, her termination date

was 28 July 2024.

All contractual notice

payments therefore ceased from that date.

The value of these payments are disclosed

in full in the single ﬁgure of remuneration

table on page 98.

• As of 28 July 2024, her FY 2024 bonus

opportunity, her unvested awards under

Tranches 2 and 3 of the VCP and her

unvested February 2023 PSP award lapsed.

In respect of her unvested DABS, in line

with the Policy, these awards subsist and

will vest in line with the original deferral

period and subject also to malus and

clawback.

In respect of her November 2018

and 2019 PSP awards (and 9 September

2022 deed of amendment top-up award),

as these awards had already vested for

performance, they subsist and, in the case

of the 2019 award, remain subject to the

mandatory 2-year holding period after

vesting. Penny has no other unvested

equity awards.

• All other terms of her departure remained

in place, including all holding periods

and her post-employment shareholding

requirement. Her non-compete, non-solicit

and non-poaching restrictions also applied

until 27 October 2024.

Payments to past Directors (audited)

No other payments were made to Penny

Ladkin-Brand beyond those described

above and set out in the single ﬁgure of

remuneration table on page 98. As noted on

page 74, Hugo Drayton stepped down from

the Board on 31 January 2024 and therefore

continued to receive his Non-Executive

Director’s fees until that date.

Hugo’s fees

for his tenure in FY 2024 are set out in the

single ﬁgure of remuneration table on page

98. There were no other payments to past

Directors during FY 2024.

Statement of Directors’ shareholding and

share interests (audited)

The Company has a policy on share

ownership by Executive Directors (as

amended with effect from the 2023 AGM)

which requires the CEO 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 Jon Steinberg, the period

commenced on 3 April 2023, the date upon

which he joined the Board.

Other than the

interests in shares included elsewhere in

this report, on page 106, Jon currently holds

90,617 shares, which he purchased on 18

May 2023 and which, as at 30 September

2024, were worth £916,138 (125% of

shareholding requirement).

This valuation

was based on the higher of the prevailing

closing mid-market share price on 30

September 2024 and the acquisition price,

in accordance with the Company’s policy on

share ownership.

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

being the buyout awards of 36,465

shares (see page 93 for details), which

were awarded on 19 September 2024 and

which, as at 30 September 2024, were

worth £207,759 net of tax (25% of his

shareholding requirement).

As there are

no performance conditions associated

with these awards they count toward his

shareholding requirement on a net of tax

value basis. This valuation was based on the

higher of the prevailing closing mid-market

share price on 30 September 2024 and the

acquisition price, in accordance with the

Company’s policy on share ownership.

Between 30 September 2024 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 2024¹

Balance as at

30 September 2023²

Purchases during

the year

Share scheme exercises

during the year

Sales during

the year

Balance as at

30 September 2024³

Executive Directors

Jon Steinberg

90,617

Sharjeel Suleman

Non-Executive Directors

Richard Huntingford

24,500

Meredith Amdur

385

Mark Brooker

1,500

Rob Hattrell

Alan Newman

8,750

Angela Seymour-Jackson

3,145

Ivana Kirkbride

Total

128,897

Notes

All holdings are beneﬁcial.

2. Or on appointment.

3. Details of the share options and awards for Executive Directors are set out on page 106. No such options or awards are granted to Non-Executive Directors.

As at the date of stepping down as a Director, on 28 July 2024, Penny Ladkin-Brand held a beneﬁcial interest in 26,728 shares, and retained interests in 48,853 shares through her unvested 2022 DABS award

and the vested 2019 PSP award which remains subject to its 2-year holding period. As at the date of stepping down as a director, on 31 January 2024, Hugo Drayton held a beneﬁcial interest in 2,376 shares.

106

Future plc

Corporate

governance

Executive Director shareholdings

Directors’ interests in share schemes (audited)

Details of units, options and other share incentives held by Executive Directors who served during the year, and movements during the year, are set out

in the tables below:

DABS

Former Director

Date of Grant

End of deferral period

Balance at 1 Oct 2023

Granted during the

year

Released during the

year

Balance at 30

Sept 2024

Penny Ladkin-Brand

25 Nov 2019

First dealing day after the announcement of the

FY 2021 results

12,155

(12,155)

17 Dec 2020

First dealing day after the announcement of the

FY 2022 results

9,988

(9,988)

6 Dec 2022

First dealing day after the announcement of the

FY 2024 results

15,329

Total

37,472

(22,143)

15,329

PSP

Director

Date of Grant¹

Earliest exercise date

Expiry date

Exercise

price per

share (p)

Balance at 1

Oct 2023

Granted

during the

year

Vested

during the

year

Lapsed

during the

year

Exercised

during the

year

Balance

at 30 Sept

2024

Jon Steinberg

19 May 2023

19 May 2026

19 May 2033

Nil

79,545

21 Dec 2023

21 Dec 2026

21 Dec 2033

Nil

291,105

Total

79,545

291,105

370,650

Sharjeel Suleman

19 Sept 2024

14 Apr 2025

19 Sept 2034

Nil

12,261

19 Sept 2024

14 Apr 2026

19 Sept 2034

Nil

15,050

19 Sept 2024

14 Apr 2027

19 Sept 2034

Nil

9,154

Total

36,465

Former director

23 Nov 2018

First dealing day after

the announcement of

the FY21 results

23 Nov 2028

Nil

76,344

(24,808)

51,536

Penny Ladkin-Brand

25 Nov 2019

First dealing day after

the announcement of

the FY22 results

25 Nov 2029

Nil

27,654

9 Sept 2022

First dealing day after

the announcement of

the FY22 results

25 Nov 2029

Nil

5,870

9 Feb 2023

8 Feb 2026

9 Feb 2033

Nil

22,808

(22,808)

Total

132,676

(22,808)

(24,808)

85,060

Notes:

Awards granted since November 2018 are subject to a mandatory 2-year holding period following vesting.

This award relates to Sharjeel Suleman’s buyout arrangement as detailed on page 93. These awards are not subject to further performance conditions.

On 1 November 2021 Penny Ladkin-Brand was appointed to the Board as an Executive Director.

Penny stepped down from the Board on 28 July 2024. See page 105 for details.

Penny’s February

2023 PSP award lapsed in full when she stepped down from the Board.

200%

Jon Steinberg

200%

150%

100%

50%

Percentage of salary

Required Holding

Actual Holding

200%

125%

Sharjeel Suleman

200%

150%

100%

50%

Percentage of salary

Required Holding

Actual Holding

200%

25%

Directors’ remuneration report

107

Annual Report and Accounts 2024

The key features of the VCP are set out in the FY 2022 Annual Report.

Governance

The Committee is responsible for determining

the overall remuneration policy of the Group,

and in particular:

• Determining the appropriate basic annual

salaries, incentive arrangements and terms of

employment of Executive Directors.

• Monitoring and reviewing the level and make-

up of the remuneration packages of senior

managers, including bonus schemes and

share-based incentives, and ensuring that

remuneration policies and practices do not

encourage excessive risk-taking.

• Setting the Board Chair’s remuneration.

• Approving the terms of any new share-based

incentive scheme for any employees of

the Group, subject, where appropriate, to

shareholder approval.

• The terms of reference of the Remuneration

Committee, reviewed annually, are available

on the Company’s website (www.futureplc.

com).

Advisers

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 LLP 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

£67,090 (2023: £81,650) 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.

Shareholder voting

The following table shows the results of the advisory vote

on the FY 2023 Remuneration Report at the 2024 Annual General Meeting, and the binding vote on

the Remuneration Policy, at the 2023 Annual General Meeting:

VCP

Director

Date of grant

Vesting date

Balance as at 1

October 2023

Granted during

the year

Forfeited

during the

year

Balance as at 30

September

2024

Holding period

Penny Ladkin-Brand

14 Apr 2021

The ﬁrst Dealing Day after the

announcement of the FY23

results

20,000

(20,000)

Any shares awarded in respect

of tranche 1 will be subject

to a mandatory two-year

holding period after vesting (to

November 2025)

9 Feb 2022

27,742

(27,742)

14 Apr 2021

The ﬁrst Dealing Day after the

announcement of the FY24

results

20,000

(20,000)

Any shares awarded in respect

of tranche 2 will be subject

to a mandatory two-year

holding period after vesting (to

November 2025)

9 Feb 2022

43,000

(43,000)

14 Apr 2021

The ﬁrst Dealing Day after the

announcement of the FY25

results

20,000

(20,000)

Any shares awarded in respect

of tranche 3 will be subject

to a mandatory two-year

holding period after vesting (to

November 2025)

9 Feb 2022

43,000

(43,000)

Remuneration Report FY 2023

Remuneration Policy (2023 AGM)

For (including discretionary)

76,950,982 (80.59%)

91,450,475 (92.75%)

Against

18,529,409 (19.41%)

7,151,979 (7.25%)

Total votes cast (excluding withheld votes)

95,480,391 (82.88% of the total voting rights)

98,602,454 (81.59% of the total voting rights)

Votes withheld

578,011

6,222,568

Notes:

As noted on page 105, Penny Ladkin-Brand’s entitlements under Tranches 2 and 3 of the VCP lapsed in full when she stepped down from the Board on 28 July 2024.

The Directors’ Remuneration Report, on page 95, includes further commentary on the Group’s response to the votes against or withheld.

108

Future plc

Directors’ Remuneration Policy

The current Directors’ Remuneration Policy (the ‘Policy’) was approved by shareholders at Future’s AGM on 8 February 2023, and will apply from that

date for a period of up to three years.

For full details of the Policy, please refer to the FY 2022 Annual Report.

Corporate

Governance

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.

Targets are set annually by the Committee, based on:

(i) ﬁnancial performance against budget and, at the

Committee’s discretion;

(ii) strategic targets which may be set on a collective basis or

tailored for each Executive Director.

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

individual against these assessed, at the Committee’s discretion.

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 as a note

to the Policy table.

Long-term share-based

incentive (PSP)

To incentivise sustained long-term performance that

supports the creation of value for shareholders.

Annual awards of conditional shares or nil-cost options that normally vest

subject to three-year performance against targets set at grant.

Awards are subject to a mandatory two-year holding period following the end

of a three-year performance 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.

Awards under the PSP are subject to malus and clawback provisions, further

details of which are included as a note to the Policy table.

Directors’ remuneration report

109

Annual Report and Accounts 2024

Max. potential value

Performance measure

Salary increases shall generally reﬂect market conditions, performance of the

individual, new challenges or a new strategic direction for the business.

There may be occasions when the Committee needs to recognise circumstances

including, but not limited to: an individual’s development in the role, a change in the

responsibility and/or complexity of the role. In these circumstances, the Committee

may award a higher annual increase than the average for the workforce, the rationale

for which will be explained to shareholders in the Annual Report on Remuneration.

Not applicable.

The Company shall continue to provide beneﬁts to Executive Directors at similar

levels; where insurance cover is provided by the Company, that cover shall be

maintained at a similar level and the Company shall pay the prevailing market rates

for such cover.

Not applicable.

The maximum contribution payable to the Executive Directors is aligned to that

offered to the majority of employees in the UK (currently 5% of salary).

Not applicable.

SIP: the maximum participation level will be aligned with the limits set out in UK

tax legislation.

ESPP: monthly savings towards share purchases with a maximum value of

US$25,000 per calendar year, based on the market value of the Company’s

ordinary shares at grant.

Not applicable.

Maximum opportunity: 200% of basic annual salary.

The maximum bonus opportunity for each Executive Director is disclosed in the

Annual Report on Remuneration and shall only be payable for outperformance of

stretching targets.

Target performance will typically deliver up to 50% of maximum bonus, with

threshold performance typically paying up to 25% of maximum.

The performance measures’ relative weightings and targets are set annually by the

Committee. Details of the measures and their relative weightings are disclosed annually

in the Annual Report on Remuneration with the targets disclosed at such time as they are

not deemed to be commercially sensitive, or where disclosing all targets at the same time

is considered to be the most transparent approach. The Committee retains discretion

to adjust the targets if events occur which lead it to conclude that they are no longer

appropriate.

The Committee also retains discretion to adjust the outcome of the performance-related

bonus for any performance measure if it considers that to be appropriate.

Normal maximum annual award face value: 200% of salary

Exceptional maximum annual award face value: 300% of salary.

Threshold performance will generally result in up to 25% of maximum vesting for

that element.

Performance measures will be selected 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, returns and total

shareholder return.

Performance targets are set by the Committee at grant and disclosed in the Annual

Report on Remuneration, provided they are not deemed to be commercially sensitive.

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

overall level of vesting of the award.

110

Future plc

Corporate

governance

Remuneration Principles

As set out in the Chair’s Statement, the

Committee continues to monitor evolving

best practice on remuneration matters and

welcomes dialogue with shareholders on an

ongoing basis.

Dilution

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 2024 this

limit had not been exceeded (7.6%).

The Company has also applied, since 2021,

a secondary, ‘5% in 10 years’ dilution limit,

for any future discretionary awards, in line

with generally-accepted principles of good

governance. As at 30 September 2024 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.

Clarity

Code provision: Remuneration arrangements

should be transparent and promote effective

engagement with shareholders and the

workforce.

• Our Policy is designed to be sustainable and simple. It supports and rewards diligent and effective stewardship that is vital to

the delivery of Future’s core purpose of changing people’s lives through sharing our knowledge and expertise with others,

making it easy and fun for them to do what they want; and our strategy of creating value for shareholders and all

stakeholders.

• The Policy is embedded into the business and is well understood by participants and shareholders alike.

As noted last year,

the one major update – the removal of the VCP going forward – serves to simplify our overall approach to executive

remuneration and respond to shareholder feedback on the leveraged and one-off nature of the VCP opportunity.

• The Policy clearly sets out the terms under which it can be operated including appropriate limits in terms of quantum, the

measures which can be used and discretions which could be applied if appropriate.

• Transparency in approach remains a cornerstone of our Policy. Detailed disclosure of the relevant performance

assessments and outcomes is provided at the appropriate time in the spirit of transparency for shareholders.

Simplicity

Code provision: Remuneration structures

should avoid complexity and their rationale

and operation should be easy to understand.

• The Company operates an approach to remuneration that is simple to understand and familiar to key stakeholders. Its

structure is simple and comprises three key elements:

– Fixed element: comprising base salary, taxable beneﬁts and a pension allowance;

– Short-term element: an annual performance-related bonus with relevant targets measured over the ﬁnancial year, paid

half in cash and half in shares deferred for a two year period; and

– Performance share element: based on three-year performance and normally released no earlier than ﬁve years from grant.

• No complex or artiﬁcial structures are required to operate the plans.

• We explain our approach to pay clearly and simply.

Risk

Code provision: Remuneration arrangements

should ensure reputational and other risks

from excessive rewards, and behavioural risks

that might arise from target-based incentive

plans, are identiﬁed and mitigated.

• Appropriate limits are stipulated in the Policy and within the respective plan rules.

• The Committee also has appropriate discretions to override formulaic outturns under the incentive plans.

• Regular interaction with the Audit and Risk Committee and the Responsibility Committee ensures relevant risk factors and

appropriate ESG targets are considered when setting or assessing performance targets.

• Clawback and malus provisions are in place across all incentive plans and the triggers for these provisions have been

recently reviewed and strengthened.

• Target metrics for our long-term incentive schemes will be selected to provide a balance between ﬁnancial measures and

shareholder returns, reducing the reliance on any one metric.

Predictability

Code provision: The range of possible values

of awards to individual directors and any other

limits or discretions should be identiﬁed and

explained at the time of approving the policy.

• The possible reward outcomes can be easily quantiﬁed and these are regularly reviewed by the Committee.

• The graphical illustrations provided in the Policy clearly show the potential scenarios of performance and pay outcomes

which would result.

• Performance is reviewed regularly so there are no surprises when performance is assessed at the end of the period.

Proportionality

Code provision: The link between individual

awards, the delivery of strategy and the

long-term performance of the Company

should be clear. Outcomes should not reward

poor performance.

• Variable incentive outcomes are clearly aligned to delivery of the strategy.

• The Committee also has the discretion to override formulaic outcomes if they are deemed inappropriate in light of the wider

performance of the Company and the experience of stakeholders.

Alignment to culture

Code provision: Incentive schemes should

drive behaviours consistent with company

purpose, values and strategy.

• When considering the alignment of incentive plans and culture the Committee considers the following:

• Metrics – ensuring that performance targets are aligned to culture and do not drive the wrong behaviours.

• Governance – ensuring adoption of best practice through a robust malus and clawback policy with a substantial list of

relevant trigger events, such as corporate failure and reputational damage. The Committee also retains discretion under the

plan rules to override formulaic vesting outcomes and to extend holding periods. These initiatives enable the Committee to

satisfy itself that the right steps have been taken to ensure executive remuneration is appropriate from a cultural context.

• Engagement – understanding remuneration for the wider workforce and ensuring that pay decisions are aligned across the

Group and wider engagement with our stakeholders, including our employees. Further details can be found on page 96.

Directors’ remuneration report

111

Annual Report and Accounts 2024

Performance measure selection and approach to target setting

Measures used under the performance-

related 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 PSP 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 PSP 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.

Remuneration for other employees

As described on page 97, 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 to key employees, to help

ensure not only an alignment of interests

internally, but also between our colleague

base and shareholders.

Shareholding guidelines

The Committee strongly believes in

aligning the interests of Executive

Directors and shareholders. Shareholding

guidelines were formalised in 2018 to

require Executive Directors 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 applying to Jon Steinberg as

CEO and Sharjeel Suleman as CFO under

the 2023 Policy is 200% of salary.

Details

of the Executive Directors’ current

shareholdings are provided on page 105.

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.

Malus and clawback

Payments and awards under the

performance-related bonus and PSP

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. Circumstances in which malus

and clawback may be applied include a

material misstatement of the Company’s

ﬁnancial accounts, fraud or serious

misconduct on the part of the award-

holder, 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.

Pay for performance scenarios

The chart on the next page provides

an illustration of the potential future

reward opportunities for the CFO, and

the potential split between the different

elements of remuneration under three

different performance scenarios:

‘Minimum’, ‘On-target’, and ‘Maximum’.

There is no chart for the CEO as he will

step down in FY 2025.

Potential reward opportunities are

based on Future’s remuneration policy,

applied to current base salary. The

performance-related bonus is based

on the maximum opportunities set

out under the remuneration policy for

normal circumstances. The PSP award

opportunity shown in the charts for the

CFO is based on the grant date face value

referred to on page 101.

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 ‘Target’ scenario reﬂects ﬁxed

remuneration as above, plus

performance-related bonus payout of

50% of maximum and threshold PSP

vesting (assumed to be 25% of maximum

for the purposes of this illustration).

The ‘Maximum’ scenario includes ﬁxed

remuneration and full payout of the

performance-related bonus and 100%

vesting of the PSP (for illustration

purposes).

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 PSP valuations

shown in the charts on the following page:

112

Future plc

Corporate

governance

Pay for Performance scenarios

FY 2025 remuneration assumptions

Fixed remuneration

PSP

Performance-related bonus

Executive Director

Sharjeel Suleman

Salary

£420,000

Pension

5% of salary

Beneﬁts

£15,125

Performance-related

bonus (% of salary)

Target: 75%

Maximum: 150%

Performance Share

Plan (% of salary)

Threshold: 42%

Maximum: 167%

Maximum plus 50%

share price growth: 250%

Sharjeel Suleman

3000

2500

2000

1500

1000

500

Remuneration (£000)

£456

Minimum

On-target

Maximum

Plus 50% share price

appreciation

£946

£1,788

£2,138

100%

48.2%

25.5%

21.3%

29.5%

35.2%

33.3%

18.5%

39.3%

49.2%

Element

Objective and link to strategy

Operation

Max. 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 on

page 104.

Aggregate fees paid to

non-Executive Directors are

subject to the limits set out in

the Articles of Association.

Not applicable.

Policy table for Non-Executive Directors

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:

Directors’ remuneration report

113

Annual Report and Accounts 2024

Element of remuneration

Approach

Maximum % of salary

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.

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).

n/a

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.

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.

n/a

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 maximum being

pro-rated to reﬂect the proportion of employment over the year. 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.

200%

Share incentive schemes

New appointees will be granted awards under the PSP on the same terms as other executives, as described in

the Policy table.

300%

Approach to recruitment remuneration for external Executive Director appointment

In line with our principles on remuneration, the Committee’s objective at the time of an appointment to a new role is to weight Executive Directors’

remuneration packages towards performance-related 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:

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 PSP 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.

Internal Executive Director appointment

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).

Non-Executive Directors

In recruiting a new Non-Executive

Director, the Remuneration Committee

will use the policy as set out in the table on

page 112.

Service contracts and

loss of ofﬁce

payments

Copies of Directors’ service agreements

and letters of appointment are available

for inspection on request at the

Company’s registered ofﬁce.

114

Future plc

Corporate

governance

Executive Directors

In summary, the contractual provisions for current Executive Directors are as follows:

As noted on page 94, Jon Steinberg

informed the Board, after market close

on 17 October, of his decision to

step

down from the Board and as CEO in

2025.

On the basis of his twelve month

notice period, his service contract will

therefore expire on 17 October 2025.

Sharjeel Suleman has a rolling service

contract which, as noted above,

provides for twelve months’ notice on

either side.

The following payments may also be

made to departing Executive Directors,

depending on circumstances:

1. Any share-based entitlements

granted to an Executive Director

under Company share plans will be

determined based on the relevant

plan rules. In certain prescribed

circumstances, such as death, ill-

health, injury, disability, redundancy,

retirement or other circumstances at

the discretion of the Committee, ‘good

leaver’ status may be applied. Under

the PSP, for good leavers, awards

will normally be reduced pro-rata to

reﬂect the proportion of the vesting

period actually served and tested for

performance at the end of the original

performance period. Under the VCP,

for good leavers, the Committee has

determined the default ‘good leaver’

treatment to be for awards in the

current tranche to be prorated to the

termination date, with the residual

units in the current tranche, and units in

future tranches, lapsing in full. PSP and

VCP 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;

2. A bonus may be payable for the

period of active service in certain

prescribed good leaver circumstances

and in 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;

3. At the discretion of the Remuneration

Committee, a contribution to

reasonable outplacement costs may

be agreed in the event of termination

of employment due to redundancy.

The Committee also retains the

ability to reimburse reasonable legal

costs incurred in connection with a

termination of employment; and

4. Any payment for statutory

entitlements or to settle claims in

connection with a termination of any

existing or future Executive Director as

necessary.

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

Directors’ remuneration report

115

Annual Report and Accounts 2024

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.

Non-Executive Directors

External appointments

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 Committee 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 2024, neither Jon Steinberg

nor Sharjeel Suleman held any such

positions.

Penny Ladkin-Brand served as

Non-Executive Chair at Next 15 Group plc,

for which she was paid a fee, during the

period when she was an Executive Director

of Future.

Consideration of conditions elsewhere in

the Company

The Committee takes into consideration

the pay and conditions of employees

across the Group when determining

remuneration for Executive Directors.

During the year the Committee also

received feedback from employees via the

Engagement Survey, as well as subsequent

listening sessions and through questions

raised at Town Hall meetings.

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.

Further details of the Group’s approach to

compensation for the general workforce

are set out on page 94.

Consideration of shareholder views

The Remuneration Committee considers

shareholder feedback received as part

of 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

Mark Brooker

Chair of the Remuneration Committee

4 December 2024

Contents

Financial

Statements.

117

Independent auditor’s report

128

Consolidated income statement

128

Consolidated statement of

comprehensive income

129

Consolidated statement

of changes in equity

130

Company statement

of changes in equity

131

Consolidated balance sheet

132

Company balance sheet

133

Consolidated cash ﬂow statement

133

Notes to the consolidated

cash ﬂow statement

135

Material accounting

policy information

140

Notes to the ﬁnancial statements

116

Future plc

Financial Statement

117

Annual Report and Accounts 2024

Independent auditor’s report to

the members of Future plc

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC

Report on the audit of the financial statements

Opinion

In our opinion:

•

the financial statements of Future plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true

and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2024 and

of the group’s profit for the year then ended;

•

the group financial statements have been properly prepared in accordance with United Kingdom adopted

international accounting standards;

•

the parent company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced

Disclosure Framework”; and

•

the financial statements have been prepared in accordance with the requirements of the Companies Act

2006.

We have audited the financial statements which comprise:

•

the consolidated income statement;

•

the consolidated statement of comprehensive income;

•

the consolidated and parent company statements of changes in equity;

•

the consolidated and parent company balance sheets;

•

the consolidated cash flow statement and the related notes to the consolidated cash flow statement A

to B;

•

the material accounting policies information; and

•

the related notes 1 to 30.

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).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the auditor’s

responsibilities for the audit of the financial statements section of our report.

We 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

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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.

Summary of our audit approach

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:

Newly identified

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 adjusted for transaction and integration related costs, as

defined in the Glossary, and exceptional items as defined in note 5.

Our scoping covered 95% of the group’s revenue, 90% of the group’s profit before

tax, and 98% of the group’s net assets.

Valuation of intangible assets acquired is no longer a key audit matter as there have

been no acquisitions in the current period. Accuracy of revenue has been identified

as a key audit matter due to the significant allocation of resources and effort in the

audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of

accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt

the going concern basis of accounting included:

•

Understanding the processes and controls underpinning management’s forecasting of financial

performance and cash flow and determination of downside scenarios including those to support

accuracy of the models and the underlying data;

•

Evaluating the assumptions used in the forecasts by comparing key assumptions to industry

expectations, analyst reports and historic trends, and considering the group’s historic forecasting

accuracy and market capitalisation;

•

Assessing the adequacy of downside scenarios;

•

Performing sensitivity testing

considering the plausibility of a break even scenario;

•

Evaluating the financing facilities available to the group including nature of facilities, repayment terms

and covenants;

•

Assessing the business model and principal risks; and

•

Assessing the appropriateness of the going concern disclosures in the financial statements.

Financial

Statement

Financial Statement

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Annual Report and Accounts 2024

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

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.

Key audit matter

The group’s revenue consists of a large number of low value transactions across a

variety of revenue streams which follow different pricing models, including e-

commerce, digital advertising, subscriptions, newstrade and distribution recognised

under IFRS 15. 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 groups 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.

How the scope of our

In response to the identified key audit matter we have performed the following

procedures:

Obtained an understanding of relevant controls over the revenue

recognition cycle;

ii.

Collaborated with data and analytics specialists to build bespoke

analytics for digital advertising, e-commerce revenue and

subscriptions transactions recorded in the year for in scope

components. The analytics reconciled underlying transaction data

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with the revenue recognised by the group, identifying outliers in

the revenue population for further investigation;

iii.

Tested the accuracy and completeness of the data utilised in the

analytics, as well as the transactions recorded, through agreeing a

sample to supporting documentation;

iv.

Evaluated a sample of items by assessing, whether the

performance obligation was met in line with the revenue

recognition date in accordance with IFRS 15 and in line the terms of

trade with customers;

Agreed a sample of year end trade receivables to cash received

after year end or evidence of meeting the performance obligation;

and

vi.

Considered the adequacy of the group’s revenue disclosures.

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 the business

rationale.

Key observations

Based on the work performed, we determined the revenue recognised in the

period is accurate.

Our application of materiality

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 (2023: £7.3m)

£3.0m (2023: £4.3m)

Basis for

Materiality has been based on a blended

set of benchmarks including revenue and

profit before tax adjusted for transaction

and integration related costs (defined in

the Glossary) and exceptional items

(defined in note 5). In FY23 this was based

on 5% of forecast profit before tax

adjusted for transaction and integration

related costs and exceptional items.

Parent company materiality is based on 1%

(2023: 1%) of net assets and capped at 50%

(2023: 60%) of group materiality.

Financial

Statement

Financial Statement

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Annual Report and Accounts 2024

Materiality for the current year

represents:

•

0.8% of revenue (2023: 0.9%)

•

5.2% of profit before tax adjusted

for transaction and integration

related costs and exceptional

items (2023: 4.8%)

Rationale for the

Both revenue and profit before tax

adjusted for transaction and integration

related costs and exceptional items are

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

70% (2023: 70%) of group materiality

70% (2023: 70%) of parent company

materiality

Basis and

In determining performance materiality, we considered the following factors:

•

The quality of the control environment in the group;

•

The level of corrected and uncorrected misstatements identified in the previous

audit; and

•

The level of consistency in key management personnel.

We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in

excess of £0.3m (2023: £0.4m), 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.

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An overview of the scope of our audit

Our group audit was scoped by obtaining an understanding of the group and its environment, including group-

wide controls, and assessing the risks of misstatement at the group level.

Based on that assessment, we focused our group audit scope on six components including the parent

company, which were subject either to full scope audits (four components) or audits of specific account

balances (two components).

The six components represent the principal business units with the group’s reportable segments and account

for 95% (FY23: 95%) of the group’s revenue and 90% (FY23: 90%) of the profit before tax and 98% (FY23:96%)

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 materiality applicable to each individual entity, which were lower than group materiality ranging from

£2.1m to £3.0m (FY23: £3.6m to £4.3m).

At the group level we also tested the consolidation process and carried out analytical procedures on the

aggregated financial information of the remaining components not subject to full scope audit. None of these

components represented more than 2% of revenue or 5% of profit before tax individually. The group is

audited by one audit 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 86, for further details of the group’s internal controls.

Full audit scope

Specified audit procedures

Review at group level

Full audit scope

Specified audit procedures

Review at group level

Full audit scope

Specified audit procedures

Review at group level

Financial

Statement

Financial Statement

123

Annual Report and Accounts 2024

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 70. We assessed the related disclosures with support

from 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. We have also

evaluated the appropriateness of disclosures included in the financial statements in the material accounting

policies information on page 139.

Other information

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.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, 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.

10.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

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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.

11.

Extent to which the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

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:

•

the nature of the industry and sector, control environment and business performance including the

design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and

performance targets;

•

the group’s own assessment of the risks that irregularities may occur either as a result of fraud or

error that was approved by the board on 16 September 2024;

•

results of our enquiries of management, internal audit, the directors and the audit and risk committee

about their own identification and assessment of the risks of irregularities, including those that are

specific to the group’s sector;

•

any matters we identified having obtained and reviewed the group’s documentation of their policies

and procedures relating to:

identifying, evaluating and complying with laws and regulations and whether they were aware of

any instances of non-compliance;

detecting and responding to the risks of fraud and whether they have knowledge of any actual,

suspected or alleged fraud; and

the internal controls established to mitigate risks of fraud or non-compliance with laws and

regulations.

•

the matters discussed among the audit engagement team and relevant internal specialists, including

tax, valuations, IT, ESG, data and analytics, fraud and regulatory specialists regarding how and where

fraud might occur in the financial statements and any potential indicators of fraud.

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 FCA, GDPR, health and safety laws, and employment legislation.

Financial

Statement

Financial Statement

125

Annual Report and Accounts 2024

As a result of performing the above, we identified non-routine adjustments to revenue as a key audit matter

related to the potential risk of fraud. 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:

•

reviewing the financial statement disclosures and testing to supporting documentation to assess

compliance with provisions of relevant laws and regulations described as having a direct effect on the

financial statements;

•

enquiring of management, the audit and risk committee and in-house legal counsel concerning actual

and potential litigation and claims;

•

performing analytical procedures to identify any unusual or unexpected relationships that may

indicate risks of material misstatement due to fraud;

•

reading minutes of meetings of those charged with governance, reviewing internal audit reports and

reviewing correspondence with HMRC;

•

in addressing the risk of fraud through management override of controls, testing the appropriateness

of journal entries and other adjustments; assessing whether the judgements made in making

accounting estimates are indicative of a potential bias; and evaluating the business rationale of any

significant transactions that are unusual or outside the normal course of business.

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.

Report on other legal and regulatory requirements

12.

Opinions on other matters prescribed by the Companies Act 2006

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:

•

the information given in the strategic report and the directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

•

the strategic report and the directors’ report have been prepared in accordance with applicable legal

requirements.

In the light of the knowledge and understanding of the group and 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.

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13.Corporate Governance Statement

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:

•

the directors’ statement with regards to the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 45;

•

the directors’ explanation as to its assessment of the group’s prospects, the period this assessment

covers and why the period is appropriate set out on page 52;

•

the directors' statement on fair, balanced and understandable set out on page 86;

•

the board’s confirmation that it has carried out a robust assessment of the emerging and principal

risks set out on page 47;

•

the section of the annual report that describes the review of effectiveness of risk management and

internal control systems set out on page 86 and 87, and

•

the section describing the work of the audit and risk committee set out on page 85.

14.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report to you if, in our opinion:

•

we have not received all the information and explanations we require for our audit; or

•

adequate accounting records have not been kept by the parent company, or returns adequate for our

audit have not been received from branches not visited by us; or

•

the parent company financial statements are not in agreement with the accounting records and

returns.

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.

15.

Other matters which we are required to address

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 four years, covering the years ending 30 September 2021 to 30 September 2024.

Financial

Statement

Financial Statement

127

Annual Report and Accounts 2024

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).

16.

Use of our report

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

4 December 2024

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Consolidated income statement

for the year ended 30 September 2024

Note

2024

£m

2023

£m

Revenue

1,2

788.2

788.9

Net operating expenses

(654.5)

(614.4)

Operating proﬁt

133.7

174.5

Finance income

1.3

0.9

Finance costs

(31.8)

(37.3)

Net ﬁnance costs

(30.5)

(36.4)

Proﬁt before tax

103.2

138.1

Tax charge

(26.4)

(24.7)

Proﬁt for the year attributable to owners of the parent

76.8

113.4

Earnings per Ordinary share

Note

2024

pence

2023

pence

Basic earnings per share

67.2

94.7

Diluted earnings per share

66.8

94.1

Consolidated statement of comprehensive income

for the year ended 30 September 2024

Note

2024

£m

2023

£m

Proﬁt for the year

76.8

113.4

Items that may be reclassiﬁed to the consolidated income statement:

Currency translation differences

(52.7)

(42.9)

(Loss)/gain on cash ﬂow hedge (net of tax)

22, 25

(4.4)

4.4

Other comprehensive expense for the year

(57.1)

(38.5)

Total comprehensive income for the year attributable to owners of the parent

19.7

74.9

Items in the statement above are disclosed net of tax.

Annual Report and Accounts 2024

Financial Statement

129

Consolidated statement of changes in equity

for the year ended 30 September 2024

Group

Note

Issued share

capital

£m

premium

£m

Capital

redemption

reserve

£m

Merger

reserve

£m

Treasury

reserve

£m

Cash ﬂow

hedge

reserve

£m

Accumulated

exchange

differences

£m

Retained

earnings

£m

Total

equity

£m

Balance at 30 September 2022

18.1

197.0

581.9

(8.0)

70.7

201.0

1,060.7

Proﬁt for the year

113.4

Currency translation differences

(42.9)

Gain on cash ﬂow hedge

22, 25

5.9

Deferred tax on cash ﬂow hedge

14, 22, 25

(1.5)

Other comprehensive income/(expense) for the year

4.4

(42.9)

(38.5)

Total comprehensive income/(expense) for

the year

4.4

(42.9)

113.4

74.9

Acquisition of own shares

23, 25

(0.3)

0.3

(11.4)

(13.5)

(24.9)

Share schemes

- Issue of treasury shares to employees

4.1

(4.1)

- Share-based payments

7.6

- Current tax on options

(0.1)

- Deferred tax on options

0.6

Dividends paid to shareholders

(4.1)

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

Currency translation differences

(52.7)

Loss on cash ﬂow hedge

22, 25

(5.9)

Deferred tax on cash ﬂow hedge

14, 22, 25

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)

Merger reserve reduction

(472.9)

472.9

Share premium reduction

(197.0)

197.0

Share schemes

- Issue of treasury shares to employees

4.4

(4.4)

- Share-based payments

8.3

- Current tax on options

(0.5)

- Deferred tax on options

0.1

Dividends paid to shareholders

(3.9)

Balance at 30 September 2024

16.8

1.3

109.0

(10.9)

(24.9)

970.4

1,061.7

130

Future plc

Company statement of changes in equity

for the year ended 30 September 2024

Company

Note

Issued share

capital

£m

premium

£m

Capital

redemption

reserve

£m

Merger

reserve

£m

Cash ﬂow

hedge

reserve

£m

Retained

earnings

£m

Total

equity

£m

Balance at 30 September 2022

18.1

197.0

472.9

307.0

995.0

Proﬁt for the year

57.3

Gain on cash ﬂow hedge

22, 25

5.9

Deferred tax on cash ﬂow hedge

14, 22, 25

(1.5)

Other comprehensive income for the year

4.4

Total comprehensive income for the year

4.4

57.3

61.7

Acquisition of own shares

23,25

(0.3)

0.3

(13.5)

Share schemes

- Issue of treasury shares to employees

(4.1)

- Share-based payments

7.6

Dividends paid to shareholders

(4.1)

Balance at 30 September 2023

17.8

197.0

0.3

472.9

4.4

350.2

1,042.6

Loss for the year

(23.8)

Loss on cash ﬂow hedge

22, 25

(5.9)

Deferred tax on cash ﬂow hedge

14, 22, 25

1.5

Other comprehensive expense for the year

(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)

Merger reserve reduction

(472.9)

472.9

Share premium reduction

(197.0)

197.0

Share schemes

- Issue of treasury shares to employees

(4.4)

- Share-based payments

8.3

Dividends paid to shareholders

(3.9)

Balance at 30 September 2024

16.8

1.3

919.6

937.7

Annual Report and Accounts 2024

Financial Statement

131

Consolidated balance sheet

as at 30 September 2024

Note

2024

£m

2023

£m

Assets

Non-current assets

Property, plant and equipment

32.8

34.4

Intangible assets - goodwill

1,011.7

1,053.6

Intangible assets - other

502.0

585.8

Financial asset - derivatives

1.4

6.0

Deferred tax

1.4

Total non-current assets

1,549.3

1,679.8

Current assets

Inventories

0.4

1.3

Corporation tax recoverable

1.3

0.3

Deferred tax

12.8

Trade and other receivables

115.3

123.5

Cash and cash equivalents

39.7

60.3

Finance lease receivable

2.0

3.3

Total current assets

158.7

201.5

Total assets

1,708.0

1,881.3

Equity and liabilities

Equity

Issued share capital

16.8

17.8

Share premium account

197.0

Capital redemption reserve

1.3

0.3

Merger reserve

109.0

581.9

Treasury reserve

(10.9)

(15.3)

Cash ﬂow hedge reserve

22, 25

4.4

Accumulated exchange differences

(24.9)

27.8

Retained earnings

970.4

300.8

Total equity

1,061.7

1,114.7

Non-current liabilities

Financial liabilities - interest-bearing loans and borrowings

276.2

387.5

Lease liability due in more than one year

29.8

35.5

Deferred tax

94.9

115.5

Provisions

4.7

7.2

Deferred income

10.3

11.9

Financial liability - derivatives

1.4

0.1

Total non-current liabilities

417.3

557.7

Current liabilities

Financial liabilities - interest-bearing loans and borrowings

20.0

Trade and other payables

121.7

128.4

Deferred income

60.2

58.5

Corporation tax payable

6.5

Lease liability due within one year

8.4

9.3

Other ﬁnancial liability

12.2

Contingent consideration

8.2

Deferred tax

4.5

Total current liabilities

229.0

208.9

Total liabilities

646.3

766.6

Total equity and liabilities

1,708.0

1,881.3

The ﬁnancial statements on pages 128 to 173 were approved by the Board of Directors on 4 December 2024 and signed on its behalf by:

Richard Huntingford

Sharjeel Suleman

Chair

Chief Financial Ofﬁcer

132

Future plc

Company balance sheet

as at 30 September 2024

Note

2024

£m

2023

£m

Assets

Non-current assets

Investments in Group undertakings

1,366.8

1,311.1

Deferred tax

0.2

Financial asset - derivatives

1.4

6.0

Trade and other receivables

84.6

164.8

Total non-current assets

1,453.0

1,482.1

Current assets

Trade and other receivables

5.6

2.9

Cash and cash equivalents

0.2

0.8

Total current assets

5.8

3.7

Total assets

1,458.8

1,485.8

Equity and liabilities

Equity

Issued share capital

16.8

17.8

Share premium account

197.0

Capital redemption reserve

1.3

0.3

Merger reserve

472.9

Cash ﬂow hedge reserve

22, 25

4.4

Retained earnings

919.6

350.2

Total equity

937.7

1,042.6

Non-current liabilities

Financial liabilities - interest-bearing loans and borrowings

276.2

377.0

Trade and other payables

202.1

25.1

Deferred tax

0.2

1.7

Financial liability - derivatives

1.4

0.1

Total non-current liabilities

479.9

403.9

Current liabilities

Financial liabilities - interest-bearing loans and borrowings

20.0

Trade and other payables

9.0

39.3

Other ﬁnancial liability

12.2

Total current liabilities

41.2

39.3

Total liabilities

521.1

443.2

Total equity and liabilities

1,458.8

1,485.8

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 £23.8m (2023: £57.3m proﬁt).

The ﬁnancial statements on pages 128 to 173 were approved by the Board of Directors on 4 December 2024 and signed on its behalf by:

Richard Huntingford

Sharjeel Suleman

Chair

Chief Financial Ofﬁcer

Future plc

03757874

Annual Report and Accounts 2024

Financial Statement

133

Consolidated cash ﬂow statement

for the year ended 30 September 2024

2024

£m

2023

£m

Cash ﬂows from operating activities

Cash generated from operations

230.0

241.0

Net interest paid on bank facilities

(24.8)

(22.3)

Interest paid on lease liabilities

(1.7)

(2.3)

Tax paid

(33.7)

(33.6)

Net cash generated from operating activities

169.8

182.8

Cash ﬂows from investing activities

Purchase of property, plant and equipment

(2.8)

(2.0)

Purchase of computer software and website development

(11.1)

(9.3)

Purchase of subsidiary undertakings, net of cash acquired

(7.9)

(47.5)

Net cash used in investing activities

(21.8)

(58.8)

Cash ﬂows from ﬁnancing activities

Acquisition of own shares

(63.1)

(24.5)

Drawdown of bank loans

140.0

375.1

Repayment of bank loans

(233.0)

(416.7)

Repayment of overdraft

(4.2)

Bank arrangement fees

(6.5)

Repayment of principal element of lease liabilities

(6.9)

(6.0)

Dividends paid

(3.9)

(4.1)

Net cash used in ﬁnancing activities

(166.9)

(86.9)

Net (decrease)/increase in cash and cash equivalents

(18.9)

37.1

Cash and cash equivalents at beginning of year

60.3

29.2

Effects of exchange rate changes on cash and cash equivalents

(1.7)

(6.0)

Cash and cash equivalents at end of year

39.7

60.3

Notes to the

consolidated cash ﬂow statement

for the year ended 30 September 2024

A. Cash generated from operations

The reconciliation of proﬁt for the year to cash generated from operations is set out below:

2024

£m

2023

£m

Proﬁt for the year

76.8

113.4

Adjustments for:

Depreciation

6.5

8.8

Impairment charge on tangible and intangible assets

4.7

10.3

Gain on exit of leases

(10.2)

Amortisation of intangible assets

77.1

71.0

Share-based payments

8.3

7.6

Net ﬁnance costs

30.5

36.4

Tax charge

26.4

24.7

Cash generated from operations before changes in working capital and provisions

230.3

262.0

Decrease in provisions

(2.8)

(12.1)

Decrease/(increase) in inventories

0.9

(0.1)

Decrease in trade and other receivables

6.2

7.6

Decrease in trade and other payables

(4.6)

(16.4)

Cash generated from operations

230.0

241.0

134

Future plc

B. Changes in ﬁnancial liabilities

Group

30 September

2023

£m

Net Cash

ﬂows

£m

acquisition

£m

Other

non-cash

changes

£m

Exchange

movements

£m

30 September

2024

£m

Financial liabilities

Trade and other payables

(119.7)

3.2

2.9

(113.6)

Lease liabilities

(44.8)

9.6

(4.3)

1.3

(38.2)

Current borrowings

(20.0)

Non-current borrowings

(395.2)

93.0

20.0

2.2

(280.0)

Total ﬁnancial liabilities

(559.7)

105.8

(4.3)

6.4

(451.8)

Group

30 September

2022

£m

Net cash

ﬂows

£m

acquisition

£m

Other

non-cash

changes

£m

Exchange

movements

£m

30 September

2023

£m

Financial liabilities

Trade and other payables

(138.8)

12.6

(0.7)

7.2

(119.7)

Lease liabilities

(67.9)

8.3

10.6

4.2

(44.8)

Current borrowings

(84.1)

84.1

Non-current borrowings

(373.5)

(38.5)

16.8

(395.2)

Total ﬁnancial liabilities

(664.3)

66.5

(0.7)

10.6

28.2

(559.7)

In the tables above, total ﬁnancial liabilities are shown gross of unamortised costs which amounted to £3.9m (2023: £7.7m).

Annual Report and Accounts 2024

Financial Statement

135

Material accounting

policy information

Compliance statement and basis of preparation

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 number are given on page 132. 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 IFRSs.

The principal accounting policies applied in the preparation of the consolidated ﬁnancial statements published in this 2024 Annual

Report are set out on pages 135 to 139. 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.

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:

• A C

ash Flow Statement and related notes;

•

Comparative period reconciliations for

share capital and tangible ﬁxed assets;

• Disclosures in respect of transactions with

wholly owned subsidiaries;

• Disclosures in respect of capital

management;

• The effects of new but not yet effective

IFRSs; and

•

Disclosures in respect of the compensation

of Key Management Personnel.

The Company produces consolidated

ﬁnancial statements which are prepared

in accordance with International Financial

Reporting Standards.

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:

•

IFRS 2 Share-based Payments in respect of

group settled share-based Payments; and

•

The disclosures required by IFRS 7 and

IFRS 13 regarding ﬁnancial instrument

disclosures have not been provided.

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.

New or revised accounting standards and

interpretations adopted in the year

The following standards and amendments

became effective in the year:

•

IAS 1 Amendments regarding the

disclosure of accounting policies;

•

IAS 8 Amendments regarding the

deﬁnition of accounting estimates;

• IAS 12 Amendments regarding deferred

tax on leases and decommissioning

obligations; and Amendments to provide a

temporary exception to the requirements

regarding deferred tax assets and liabilities

related to pillar two income taxes.

The Group has adopted the amendments to

IAS 12 Income taxes for the ﬁrst time in the

current year. 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 Group has applied the temporary

exception, introduced in May 2023, from

the accounting requirements for deferred

taxes in IAS 12, so that the Group neither

recognises nor discloses 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.

Certain US entities

within the Group will be subject to the full

Globe rules in FY 2025, however, additional

top up taxes are not expected to arise.

There has been no material impact from the

adoption of new standards, amendments

to standards or interpretations which are

relevant to the Group.

New accounting standards, amendments

and interpretations that are issued but not

yet applied by the Group.

Certain new standards, amendments and

interpretations to existing standards have

been published that are mandatory for

accounting periods beginning on or after

1 October 2024 and which the Group has

chosen not to adopt early. These include

the following standards which are relevant

to the Group:

• IAS 1 Amendments regarding the

classiﬁcation of liabilities, and

Amendment regarding the classiﬁcation

of debt with covenants;

• IAS 7 Amendments regarding supplier

ﬁnance arrangements;

• IFRS 7 Amendments regarding supplier

ﬁnancial arrangements; and

• IFRS 16 Amendments to clarify how a

seller-lessee subsequently measures

sale and leaseback transactions;

The Group does not expect that the

standards and amendments issued but not

yet effective will have a material impact on

results or net assets.

Basis of consolidation

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

136

Future plc

identiﬁable net assets acquired is recorded

as goodwill.

Inter-company 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.

Segment reporting

The Group is organised and arranged

primarily by geographical segment. The

Group also uses a sub-segment split of

Media and Magazines for further analysis.

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 recognition

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 value-added 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 142 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.

Foreign currency translation

(a) Functional and presentation currency

items included in the ﬁnancial statements

of each of the Group’s entities are

measured using the currency of the primary

economic environment in which the entity

operates (‘the functional currency’). The

consolidated ﬁnancial statements are

presented in sterling, which is the Group’s

presentation currency.

(b) Transactions and balances

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:

(i)

Assets and liabilities for each balance

sheet are translated at the closing rate at

the date of that balance sheet.

(ii)

Income and expenses for each income

statement are translated at average

exchange rates.

(iii)

All resulting exchange differences

are recognised as a separate component

of equity and presented separately in the

Consolidated statement of changes

in equity.

Employee beneﬁts

(a) Pension obligations

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.

(b) Share-based compensation

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 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.

Leases

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

Annual Report and Accounts 2024

Financial Statement

137

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

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.

Deferred tax in business combinations

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.

Dividends

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

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

Depreciation is calculated using the

straight-line method to allocate the cost

of property, plant and equipment less

residual value over estimated useful lives,

as follows:


•	Land and buildings – 50 years or period of
	the lease if shorter.
•	Plant and machinery – between one and
	ﬁve years.
•	Equipment, ﬁxtures and ﬁttings –
	between one and ﬁve years.
•	Right-of-use assets – lease term.

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.

Intangible assets

(a) Goodwill

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.

(b) Acquired intangible assets

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 one and

twenty years).

Expenditure incurred on the launch of new

magazine titles is recognised as an expense

in the income statement as incurred.

development

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 (between one and three

years). Costs associated with maintaining

computer software or websites are

recognised as an expense as incurred.

Impairment tests and

Cash-Generating Units (CGUs)

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.

138

Future plc

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.

Recoverable amount

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:

•

cash ﬂow projections are based on three-

year business plans;

•

cash ﬂow projections beyond that

time frame are extrapolated by

applying a country-speciﬁc

growth

rate to perpetuity for the US, Australia

and the UK; and

•

the cash ﬂows obtained are discounted

using appropriate rates for the business

and the territories concerned.

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 and the

operations retained.

Trade and other receivables

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.

Cash and cash equivalents

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

Trade and other payables are initially

recognised at fair value and subsequently

measured at amortised cost.

Borrowings

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.

Derivative ﬁnancial instuments

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.

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.

Hedge accounting

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.

Cash ﬂow hedges

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

Annual Report and Accounts 2024

Financial Statement

139

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

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.

Investments

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.

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.

Critical accounting assumptions,

judgements and estimates

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.

Critical judgements in 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:

(a) Exceptional items

Exceptional costs incurred in the year

include a £4.5m impairment of acquired

intangible assets following brand closures

in the year, primarily relating to iMore,

a brand acquired as part of the Mobile

Nations acquisition in 2019, £1.7m (2023:

£0.9m) relating to properties which became

onerous and were treated as exceptional

in prior years and £0.8m (2023: £6.4m)

relating to restructuring costs.

See note 5 for further details.

(b) Determining the basis on which

goodwill is allocated and monitored for

goodwill impairment testing

Judgement is applied in the identiﬁcation

of cash-generating units (“CGUs”) as

well as the basis on which goodwill is

monitored. Goodwill cannot be monitored

at a lower level than the operating

segment level and although Australia is

not disclosed as a reportable segment

(as outlined in note 1 it is aggregated with

the UK),

this is only because it represents

less than 10% of the Group’s results (and

therefore is not required to be reported

separately under IFRS 8 Operating

Segments).

Given the speed of integration of

acquisitions and the interdependency of

revenues across the Group, both between

its brands, the Media and Magazine

sub-segments and globally the Directors

remain comfortable with the continued

identiﬁcation of the UK and the US as the

other groups of CGUs used in impairment

testing, based on how goodwill is

monitored.

Key sources of estimation uncertainty

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.

Notes to the ﬁnancial statements

140

Future plc

1. SEGMENTAL REPORTING

The Group is organised and arranged primarily by reportable segment. The Executive Directors consider the performance of the

business from a geographical perspective, namely the UK and the US. The Australian business is considered to be part of the UK

segment and is not reported separately due to its size. 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 geographical segment are exposed to the same risks.

(a) Reportable segment

(i) Segment revenue


	Sub-segment		2024	Sub-segment		2023
		Magazines			Magazines
		(Newstand and			(Newstand and
	Media	Subscriptions)	Total	Media	Subscriptions)	Total
	£m	£m	£m	£m	£m	£m
Segment:
UK	316.0	188.0	504.0	280.8	195.8	476.6
US	212.5	71.7	284.2	234.1	78.2	312.3
Total	528.5	259.7	788.2	514.9	274.0	788.9

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.

(ii) Segment adjusted EBITDA

Adjusted EBITDA is used by Executive Directors to assess the performance of each segment. The table below shows the impact of inter-

group adjustments on the adjusted EBITDA for the UK and US segments.


			2024			2023
			£m			£m
	Adjusted			Adjusted
	EBITDA prior to	Intra-group	Adjusted	EBITDA prior to	Intra-group	Adjusted
	intra-group	adjustments	EBITDA	intra-group	adjustments	EBITDA
	adjustments	£m	£m	adjustments	£m	£m
	£m			£m
UK	84.0	71.3	155.3	87.1	69.9	157.0
US	155.1	(71.3)	83.8	189.7	(69.9)	119.8
Total	239.1	−	239.1	276.8	−	276.8

(iii) Segment adjusted operating proﬁt

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

impact of intra-group adjustments on the adjusted operating proﬁt for the UK and US segments:


			2024			2023
			£m			£m
	Adjusted operating			Adjusted operating
	proﬁt prior to			proﬁt prior to
	intra-group	Intra-group	Adjusted	intra-group	Intra-group	Adjusted
	adjustments	adjustments	operating proﬁt	adjustments	adjustments	operating proﬁt
	£m	£m	£m	£m	£m	£m
UK	70.1	71.3	141.4	70.6	69.9	140.5
US	152.1	(71.3)	80.8	185.8	(69.9)	115.9
Total	222.2	−	222.2	256.4	−	256.4

Annual Report and Accounts 2024

Financial Statement

141

Intra-group adjustments relate to the net impact of charges from the UK to the US in respect of management fees (for back ofﬁce

revenue functions such as ﬁnance, HR and IT which are largely based in the UK) and licence fees for the use of intellectual property.

(iv) Segment assets and liabilities


	Segment assets		Segment liabilities		Segment net assets
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Segment:
UK	800.0	1,064.6	(411.1)	(556.8)	388.9	507.8
US	908.0	781.0	(235.2)	(172.2)	672.8	608.8
Total	1,708.0	1,845.6	(646.3)	(729.0)	1,061.7	1,116.6

(v) Other segment information


			Additions		Depreciation
	Non-current assets		to non-current assets		and amortisation		Exceptional items
	2024	2023	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m	£m	£m
Segment:
UK	960.5	1,037.5	15.4	10.5	58.8	50.2	2.7	7.0
US	587.4	636.2	1.4	50.6	24.8	29.6	4.3	0.3
Total	1,547.9	1,673.7	16.8	61.1	83.6	79.8	7.0	7.3

The non-current assets in the table above exclude derivatives.

Other than the items disclosed above and a share-based payments charge (excluding social security costs) of £8.0m (2023: £7.6m),

of which £6.0m relates to the UK segment (2023: £6.1m) and £2.0m relates to the US segment (2023: £1.5m), there were no other

signiﬁcant non-cash charges during the year.

142

Future plc

2. REVENUE

The Group applies IFRS 15 Revenue from contracts with customers. See note 1 for disaggregation of revenue by sub-segment.

Timing of satisfaction of performance obligations

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	Nature, timing and satisfaction of
stream	performance obligations	Revenue recognition
Online	The Group operates a number of websites with advertising space on their	Revenue is recognised at the point the advert is presented to the
advertising	webpages which are sold via ﬁrst party and programmatic/third party routes.	consumer or over the period during which the advertisements are served.
revenue	Customers can purchase by time and number of impressions.	Principal vs agent considerations mean revenue under certain contracts
	For impressions, the performance obligation is the presentation of the advert	is recognised on a gross basis and some is recognised on a net basis.
	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.
eCommerce	The Group earns commission when purchases are made directly from third	Revenues related to these commissions are recognised at the time of the
revenue	parties by consumers clicking through to these products through links on the	related product sale, less an estimate to reﬂect the likelihood of product
	Group’s websites. The facilitation of each product sale reﬂects a separate	returns to the retailer based on historic return rates.
	performance obligation.
Print and	Subscriptions of magazines are sold online, with subscribers sent a digital or	For digital magazines cash collected in advance is deferred, with revenue
digital	print version of the magazine every month (or multiple versions in a ‘double	recognised uniformly over the term of the subscription.
magazine	issue month’).	For print magazines cash collected in advance is deferred, with revenue
subscriptions	Cash is received in advance (e.g. annually or monthly via various payment	recognised at a point in time when the relevant publication being subscribed
	methods).	to goes on sale.
	For print subscriptions each magazine delivered represents a distinct	Principal vs agent considerations mean revenue under certain contracts is
	performance obligation, whereas for digital magazines providing access to the	recognised on a gross basis and some is recognised on a net basis.
	digital content represents a distinct performance obligation.
Magazine	Single issues of magazines are sold in stores and online.	Revenue is recognised at a point in time on the date that the related
newsstand	The provision of each issue is a separate performance obligation, which is	publication goes on sale based on the estimate of sales net of returns.
circulation
and advertising	satisﬁed when the issue goes on sale.	Principal vs agent considerations mean revenue under certain contracts is
revenue		recognised on a gross basis and some is recognised on a net basis.
Event income	The Group holds a number of events throughout the year, held physically and	Cash collected in advance is deferred, with revenue recognised at a point in
	virtually. Revenue arises from the following:	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	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
revenue	Performance obligations are satisﬁed over time (for example magazine content	usage.
	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	Performance obligations are satisﬁed at a point in time, when the issues go	publication goes on sale based on the estimate of sales net of returns.
revenue	on sale.
Broadcaster	Television programming content is developed and produced for public	Revenue is recognised over time, with the input method used to reﬂect
productions	broadcast.	the transfer of control to the customer. Inputs include costs incurred/
	Performance obligations are satisﬁed over the period of the	labour hours expended, which provide a faithful depiction of the transfer of
	development in line with expenditure incurred.	goods and services, directly relating to the progress of development of the
		programmes to date, which are commissioned speciﬁcally by broadcasters.
Price	Revenue from price comparison services represents amounts receivable for	Upon the completion of a sale, revenue is measured at the fair value of the
comparison	insurance, utilities and other product introductions, including click through fees.	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	Upon usage of a voucher and approval by the merchant, revenue is
	a ﬁxed percentage of spend. Performance obligations are satisﬁed at a point in	measured net of an estimate for cancellations.
	time, when an online voucher transaction is approved by the merchant.

Annual Report and Accounts 2024

Financial Statement

143

The table below disaggregates revenue according to the timing of satisfaction of performance obligations:


	2024			2023
	Over	Point in	Total	Over	Point in	Total
	time	time	revenue	time	time	revenue
	£m	£m	£m	£m	£m	£m
Total revenue	15.1	773.1	788.2	17.4	771.5	788.9

The table below disaggregates revenue according to segment with a breakdown of revenue by type within each segment:


	2024	2023
	£m	£m
Advertising and other	78.8	86.9
eCommerce afﬁliates	237.2	193.9
Media	316.0	280.8
Magazines	188.0	195.8
Total UK	504.0	476.6
Advertising & other	146.4	159.1
eCommerce afﬁliates	66.1	75.0
Media	212.5	234.1
Magazines	71.7	78.2
Total US	284.2	312.3
Advertising & other	225.2	246.0
eCommerce afﬁliates	303.3	268.9
Media	528.5	514.9
Magazines	259.7	274.0
Total Revenue	788.2	788.9

3. NET OPERATING EXPENSES

Operating proﬁt is stated after charging:


	2024	2023
	£m	£m
Cost of sales	(433.8)	(400.6)
Distribution expenses	(37.8)	(40.0)
Share-based payments (including social security costs)	(8.9)	(7.8)
Exceptional items (note 5)	(7.0)	(7.3)
Depreciation	(6.5)	(8.8)
Amortisation	(77.1)	(71.0)
Other administration expenses	(83.4)	(78.9)
	(654.5)	(614.4)

Other administration expenses include Transaction and integration related costs of £5.9m (2023: £7.4m). Details of these costs are

provided in the Glossary section on page 170.

During the year to 30 September 2024, the Group reﬁned its policy for allocating costs between cost of sales and overheads. This

change in presentation has been applied prospectively. Applying the same methodology to the prior year comparatives would increase

costs of sales and reduce other administration expenses by £5.9m respectively.

144

Future plc

4. FEES PAID TO AUDITORS


	2024	2023
	£m	£m
Audit fees in respect of the audit of the ﬁnancial statements of the Company and the consolidated ﬁnancial statements	0.9	0.7
Audit related services*	0.1	0.1
Total charge	1.0	0.8

* Audit related services relate to the interim review and covenant compliance.

5. EXCEPTIONAL ITEMS


	2024	2023
	£m	£m
Impairment of acquired intangible assets	4.5	-
Onerous property costs	1.7	0.9
Restructuring costs	0.8	6.4
Total charge	7.0	7.3

Exceptional costs incurred in the year include a £4.5m impairment of acquired intangible assets following brand closures in the year,

primarily relating to iMore, a brand acquired as part of the Mobile Nations acquisition in 2019, £1.7m (2023: £0.9m) relating to properties

which became onerous and were treated as exceptional in prior years and £0.8m (2023: £6.4m) relating to restructuring costs.

For the tax and cash ﬂow impact of exceptional items see page 170 in the Glossary section.

6. EMPLOYEE COSTS


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
Wages and salaries	179.2	0.9	167.5	0.6
Social security costs	16.8	-	15.5	-
Other pension costs	5.4	-	5.2	-
Share schemes:
Value of employees’ services¹	8.3	-	7.6	-
Employer's social security costs on share options	0.9	-	0.2	-
Total employee costs	210.6	0.9	196.0	0.6

1 In the current year, £8.0m relates to equity-settled share-based payments (2023: £7.6m).

Wages and salaries reﬂects Growth Acceleration Strategy investment including the recruitment of a net 112 people during the year to

drive editorial content output as well as US sales capabilities, combined with a 5% average pay rise to colleages from January 2024.


	Group	Group
	2024	2023
Key management personnel compensation	£m	£m
Salaries and other short-term employee beneﬁts	0.9	1.3
Post employment beneﬁts	0.1	0.3
Share schemes
- Value of employees’ services¹	(0.4)	3.1
- Employer's social security costs on share options	-	-
Total employee costs	0.6	4.7

£0.4m credit for employees’ services is a result of Penny Ladkin-Brand’s resignation and subsequent lapsing of her share options, resulting in

a reversal of share-based payment charges incurred in prior years.

Annual Report and Accounts 2024

Financial Statement

145

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, Penny Ladkin-Brand and Sharjeel Suleman (2023: Jon Steinberg, Zillah Byng-Thorne and Penny Ladkin-Brand) were paid

by Future Publishing Limited, a subsidiary company, for their services. In 2024, £0.7m was recharged to Future plc by Future Publishing

Limited in respect of Jon Steinberg (2023: £0.3m) and £0.2m (2023: £0.2m) was recharged in respect of Penny Ladkin-Brand (2023:

£0.2m was recharged in respect of Zillah Byng-Thorne). These recharges are included in the salaries line for the Company in the table

above. The same three Directors received post-employment beneﬁts from the Company during the year.

Further details on the Directors’ remuneration and interests are given in the Directors’ remuneration report on pages 92 to 115. The

highest paid Director during the year was Jon Steinberg (2023: Jon Steinberg) and details of his remuneration are shown on page 96.


	Group	Company	Group	Company
	2024	2024	2023	2023
Average monthly number of people (including Directors)	£m	£m	£m	£m
Production	2,429	-	2,239	-
Administration	543	9	681	9
Total	2,972	9	2,920	9

At 30 September 2024, the actual number of people employed by the Group was 2,998 (2023: 2,937). In respect of our reportable

segments 2,276 (2023: 2,228) were employed in the UK and 722 (2023: 709) were employed in the US.

FINANCE INCOME AND COSTS


	2024	2023
	£m	£m
Interest payable on interest-bearing loans and borrowings	(25.9)	(29.7)
Amortisation of bank loan arrangement fees	(3.9)	(3.7)
Interest payable on lease liabilities	(1.8)	(2.6)
Increase in fair value of contingent consideration	-	(0.6)
Unwinding of discount on deferred/contingent consideration	(0.2)	(0.7)
Total ﬁnance costs	(31.8)	(37.3)
Interest receivable from cash held on deposit	1.2	0.7
Interest receivable on lease assets	0.1	0.2
Total ﬁnance income	1.3	0.9
Net ﬁnance costs	(30.5)	(36.4)

For further information in respect of the Group’s debt facilities and changes during the year see note 18.

8. TAX ON PROFIT

The tax charged/(credited) in the consolidated income statement is analysed below:


	2024	2023
	£m	£m
Corporation tax
Current tax on the proﬁt for the year	45.8	49.5
Adjustments in respect of previous years	(7.9)	(5.2)
Current tax charge	37.9	44.3
Deferred tax origination and reversal of temporary differences
Current year gain	(20.9)	(15.0)
Adjustments in respect of previous years	9.4	(4.6)
Deferred tax credit	(11.5)	(19.6)
Total tax charge	26.4	24.7

146

Future plc

The adjustments in respect of prior years, for both FY 2024 and FY 2023, relate to estimation revisions identiﬁed when preparing the

current year tax provision due to new information becoming available when the Group completed its tax returns, as well as the correction

of a number of immaterial items.

The increase in rate in FY 2024 reﬂects the increase in the UK rate of corporation tax that took effect on 1 April 2023.

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:


	2024	2023
	£m	£m
Proﬁt before tax	103.2	138.1
Proﬁt before tax at the standard UK tax rate of 25% (2023: 22%)	25.8	30.4
Expenses not deductible for tax purposes	0.1	1.5
Provision for uncertain tax positions	(3.9)	-
Non-deductible amortisation	1.7	(0.4)
Share-based payments	0.1	0.1
Effect of different rates of subsidiaries operating in other jurisdictions	1.1	3.4
Effect of change in tax rate	-	(0.5)
Adjustments in respect of previous years	1.5	(9.8)
Total tax charge	26.4	24.7

A reconciliation between the statutory and adjusted tax charge is provided in the Glossary section on page 170.

The Directors have assessed the Group’s uncertain tax positions and have recorded a provision of £1.4m (2023: £5.3m). The provision

for uncertain tax positions has been recognised under IAS 12, taking into account the guidance published in IFRIC 23.

9. DIVIDENDS


Equity dividends	2024	2023
Number of shares in issue at end of period (million)	112.1	119.1
Dividends paid in year (pence per share)	3.4	3.4
Dividends paid in year (£m)	3.9	4.1

Final dividends are recognised in the period in which they are approved.

On 4 December the Board proposed a dividend of 3.4p per share, totalling an estimated £3.8m, in respect of the year ended 30

September 2024, which subject to shareholder consent at the AGM, will be paid on 11 February 2025 to shareholders on the register at

close of business on 17 January 2025.

A dividend of 3.4p per share totalling £3.9m in respect of the year ended 30 September 2023 was paid on 13 February 2024.

10. EARNINGS PER SHARE


	2024	2023
Proﬁt attributable to owners of the parent (£m)	76.8	113.4
Weighted average number of shares in issue during the year	114,355,263	119,786,409
Dilution (number of shares)	696,450	763,756
Diluted weighted average number of shares in issue during the year	115,051,713	120,550,165
Basic earnings per share (p)	67.2	94.7
Diluted earnings per share (p)	66.8	94.1

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 171.

Annual Report and Accounts 2024

Financial Statement

147

11. PROPERTY, PLANT AND EQUIPMENT


			Equipment,
	Land and	Plant and	ﬁxtures and	Right-of-use
	buildings	machinery	ﬁttings	lease assets	Total
	£m	£m	£m	£m	£m
Cost
At 1 October 2022	5.7	13.3	2.9	73.1	95.0
Additions	0.8	1.2	-	0.7	2.7
Disposals	-	(0.3)	(0.1)	(6.2)	(6.6)
Exchange adjustments	(0.1)	(0.1)	(0.1)	(2.4)	(2.7)
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
Accumulated depreciation
At 1 October 2022	(4.0)	(9.1)	(1.9)	(27.0)	(42.0)
Charge for the year	(0.5)	(2.6)	(0.6)	(5.1)	(8.8)
Disposals	-	0.2	-	6.2	6.4
Impairment	(0.4)	-	-	(10.3)	(10.7)
Exchange adjustments	0.1	-	0.2	0.8	1.1
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)
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
Net book value at 1 October 2022	1.7	4.2	1.0	46.1	53.0

Right-of-use assets relate to property leases. The impairment in 2023 of £10.7m related to a number of properties which became vacant

during the year.

Depreciation is included within administration expenses in the consolidated income statement.

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12. INTANGIBLE ASSETS


							Other
		Publishing		Customer		Advertiser	acquired
	Goodwill	rights	Brands	relationships	Subscribers	relationships	intangibles	Other	Total
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 October 2022	1,340.2	90.9	501.6	57.8	86.4	22.9	43.5	59.2	2,202.5
Additions through business combinations	29.2	-	10.5	7.4	-	-	2.0	-	49.1
Other additions	-	-	-	-	-	-	-	9.3	9.3
Exchange adjustments	(49.1)	(0.3)	(14.9)	(1.7)	(4.8)	(1.8)	(1.5)	(1.3)	(75.4)
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
Accumulated amortisation and impairment
At 01 October 2022	(270.6)	(29.9)	(63.1)	(22.7)	(17.1)	(3.0)	(33.1)	(47.2)	(486.7)
Charge for the year	-	(6.4)	(28.7)	(8.6)	(9.7)	(1.7)	(4.3)	(11.6)	(71.0)
Exchange adjustments	3.9	0.2	3.0	0.7	1.2	0.2	1.2	1.2	11.6
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)
Impairment¹	-	(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)
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
Net book value at 1 October 2022	1,069.6	61.0	438.5	35.1	69.3	19.9	10.4	12.0	1,715.8
Useful economic lives		5-15	3-20	8-10	7-11	9-15	3-10	2
		years	years	years	years	years	years	years

The impairment during FY 2024 primarily relates to the closure of the iMore brand, see note 5.

The amortisation charge for the year includes £11.0m accelerated amortisation of the Look After My Bills (‘LAMB’) brand and customer

lists, arising from the Go.Compare acquisition. The useful economic lives of the LAMB

assets were reduced during the year, with the

revised lives ending on 30 September 2024, following the cessation of active management of the business, which by 30 September 2024

was closed.

Acquired intangibles are amortised over their estimated economic lives, typically ranging between three and twenty years. See accounting

policy on page 137 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:

- GoCo brand acquired in February 2021, with a net book value (‘NBV’) at 30 September 2024 of £216.2m, a useful economic life (‘UEL’) of

20 years and remaining amortisation period of 16.5 years (30 September 2023: £229.2m, a useful economic life (‘UEL’) of 20 years and

remaining amortisation period of 17.5 years);

- Publishing rights relating to TV Weekly magazines, acquired as part of the TI Media acquisition in April 2020 with a net book value (‘NBV’)

at 30 September 2024 of £19.4m with a UEL of 15 years and remaining amortisation period of 10.5 years (30 September 2023: £21.2m

with a UEL of 15 years and remaining amortisation period of 11.5 years);

- Dennis Brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £23.3m, a useful economic life (‘UEL’)

of 20 years and remaining amortisation period of 17 years (30 September 2023: £24.6m, a useful economic life (‘UEL’) of 20 years and

remaining amortisation period of 18 years);

- Dennis subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £22.3m, a useful

economic life (‘UEL’) of 11 years and remaining amortisation period of 8 years (30 September 2023: £25.0m, a useful economic life (‘UEL’)

of 11 years and remaining amortisation period of 9 years);

- The Week US brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £30.2m, a useful economic life

Annual Report and Accounts 2024

Financial Statement

149

(‘UEL’) of 20 years and remaining amortisation period of 17 years (30 September 2023: £34.9m, a useful economic life (‘UEL’) of 20 years

and remaining amortisation period of 18 years);

- The Week US subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £11.1m, a useful

economic life (‘UEL’) of 7 years and remaining amortisation period of 4 years (30 September 2023: £15.1m, a useful economic life (‘UEL’) of

7 years and remaining amortisation period of 5 years);

- Kiplinger brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £19.8m, a useful economic life (‘UEL’)

of 20 years and remaining amortisation period of 17 years (30 September 2023: £22.9m, a useful economic life (‘UEL’) of 20 years and

remaining amortisation period of 18 years);

- Kiplinger subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2024 of £7.3m, a useful

economic life (‘UEL’) of 7 years and remaining amortisation period of 4 years (30 September 2023: £9.9m, a useful economic life (‘UEL’) of

7 years and remaining amortisation period of 5 years);

- Who What Wear brand acquired in June 2022, with a net book value (‘NBV’) at 30 September 2024 of £26.2m, a useful economic life

(‘UEL’) of 15 years and remaining amortisation period of 12.75 years (30 September 2023: £31.0m, a useful economic life (‘UEL’) of 15

years and remaining amortisation period of 13.75 years); and

- Who What Wear Advertising relationships acquired in June 2022, with a net book value (‘NBV’) at 30 September 2024 of £9.2m, a useful

economic life (‘UEL’) of 13 years and remaining amortisation of 10.75 years (30 September 2023 of £11.0m, a useful economic life (‘UEL’)

of 13 years and remaining amortisation of 11.75 years).

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. Other intangibles relate to

capitalised software costs and website development costs which are internally generated.

Additions through business combinations totalling £49.1m in the prior year related to the acquisition of ActualTech LLC, a provider of

content marketing solutions for B2B marketers, and Gardening Know How, a specialist interest site for gardening based in the US.

The Group conducted an impairment review of its intangible assets, resulting in the recognition of a £4.0m impairment in the UK and a

£0.5m

impairment in the US. At 30 September 2024 the fair value of the individual assets impaired was nil.

The Group performed its impairment testing as of 31 July 2024. An assessment was made to identify any indicators of impairment during

the remaining two months of the year to 30 September 2024, with no indicators identiﬁed. No reasonably possible change in assumptions

would result in an impairment.

Amortisation is included within net operating expenses in the consolidated income statement.

Impairment assessments for goodwill

A goodwill impairment review for the group CGUs was conducted on 31 July 2024. The assumptions used in this review were based on

information available as of that date.

The net book value of goodwill at 30 September 2024 consists of £603.0m (2023: £603.0m) relating to the UK, £396.6m (2023: £438.9m)

relating to the US and £12.1m (2023: £11.7m) relating to Australia. The basis for calculating recoverable amounts is described in the

accounting policies on page 138.

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.

As detailed in the accounting policies on page 138 the UK, US and Australian sectors are considered to be the smallest group of cash

generating units (‘CGU’) which independently generate cashﬂows and at which goodwill is monitored, so impairment testing has been

performed at this level. Goodwill cannot be monitored at a lower level than the operating segment level and although Australia is not

disclosed as a reportable segment (as outlined in Note 1 it is aggregated with the UK), this is only because it represents less than 10% of the

Group’s results (and therefore is not required to be reported separately under IFRS 8 Operating segments).

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Future plc

Other assumptions that inﬂuence estimated recoverable amounts are set out below:


2024	UK	US	AUS
	Value in use Three-year	Value in use Three-year plans	Value in use Three-year
Basis of recoverable amount Source used	plans Discounted cash	Discounted cash ﬂow	plans Discounted cash ﬂow
	ﬂow
Growth rate to perpetuity 1	1.70%	2.10%	2.20%
Adjusted EBITDA margins 2	19.7% to 22.1%	45.15% to 47.1%	35.2% to 40.8%
Post-tax discount rate	10.1%	10.0%	11.7%
Pre-tax discount rate	13.2%	13.2%	18.1%

Growth rate assumptions are based off growth rate forecasts as at 31 July 2024.

Note that EBITDA margins are after intra-group adjustments for management fees and licence charges. See reconciliation between adjusted EBITDA and operating proﬁt in the Glossary

section on page 170.


2023	UK	US	AUS
	Value in use Three-year	Value in use Three-year plans	Value in use Three-year plans
Basis of recoverable amount Source used	plans Discounted cash	Discounted cash ﬂow	Discounted cash ﬂow
	ﬂow
Growth rate to perpetuity	2.0%	2.3%	2.2%
Adjusted EBITDA margins*	30.2% to 37.9%	24.4% to 26.1%	30.0% to 32.3%
Post-tax discount rate	9.1%	9.9%	10.1%
Pre-tax discount rate	11.7%	12.9%	16.4%

Note that EBITDA margins are after intra-group adjustments for management fees and licence charges. See reconciliation between adjusted EBITDA and operating proﬁt in the Glossary

section on page 170.

Management has determined the values assigned to each of the above key assumptions as follows:


Assumption	Approach used to determining values
Growth rate into 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	Adjusted EBITDA margin is based on budgeted and forecast margins from the Group’s three-year plan (based on past performance
margins assumed	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.

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 170.

13. INVESTMENTS IN GROUP UNDERTAKINGS


	2024	2023
Company	£m	£m
Shares in Group undertakings
At 1 October	1,311.1	1,273.5
Additions	55.7	37.6
At 30 September	1,366.8	1,311.1

Additions of £55.7m include a £47.4m (2023: £30.0m) capitalisation of amounts owed to the Company by other Group companies.

The remaining additions of £8.3m (2023: £7.6m) represents 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.

Annual Report and Accounts 2024

Financial Statement

151

14. DEFERRED TAX

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	Share-based	Temporary	Depreciation vs
	assets	payments	differences	tax allowances	Tax losses	Total
	£m	£m	£m	£m	£m	£m
At 1 October 2022	(142.1)	2.0	2.1	5.4	2.4	(130.2)
Acquisitions	0.9	-	-	(0.2)	-	0.7
Credited/(charged) to income statement	9.2	(0.8)	13.5	(0.5)	(1.8)	19.6
Credited to equity	-	0.6	(1.5)	-	-	(0.9)
Exchange adjustment	3.7	(0.1)	0.1	-	(0.1)	3.6
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
Charged 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)

Of the temporary differences,

£11.6m relates to US interest (2023: nil). Certain deferred tax assets and liabilities will reverse within 12

months of the year end. The following sets out the expected reversal proﬁle:


	Intangible	Share-based	Temporary	Depreciation vs
	assets	payments	differences	tax allowances	Tax losses	Total
	£m	£m	£m	£m	£m	£m
Within one year	(13.0)	1.1	3.3	0.8	-	(7.8)
More than one year	(103.7)	2.1	12.4	3.5	-	(85.7)
At 30 September 2024	(116.7)	3.2	15.7	4.3	-	(93.5)

As at 30 September 2024 the Group has unrecognised capital losses totalling £13.8m (2023: £13.8m) and unrecognised unutilised non-

trade loan relationship deﬁcits totalling £1.2m (2023: £1.2m). These all arise in the UK.

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.

No deferred tax is recognised on the unremitted earnings of overseas subsidiaries as any remitted earnings would not give rise to a tax

liability in the foreseeable future. See note 8 for the impact of any changes in tax rates compared to the previous accounting period which

have been substantively enacted and have impacted the measurement of deferred tax balances.

The Company has no unprovided deferred tax assets or liabilities at 30 September 2024 (2023: £nil).

15. TRADE AND OTHER RECEIVABLES


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
Non-current assets:
Amounts owed by Group undertakings	-	84.6	-	164.8
Current assets:
Trade receivables	74.6	-	79.9	-
Allowance for impairment of trade receivables	(8.6)	-	(4.5)	-
Trade receivables net	66.0	-	75.4	-
Amounts owed by Group undertakings	-	5.6	-	2.9
Other receivables	5.6	-	6.7	-
Prepayments	19.7	-	18.7	-
Accrued income	24.0	-	22.7	-
Total	115.3	90.2	123.5	167.7

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 £42.5m (2023: £51.5m).

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The Group applies the simpliﬁed approach to recognise lifetime credit losses for trade receivables. The movement in the

Group allowance for impairment of trade receivables during the year is as follows:


	Group	Group
	2024	2023
Provision	£m	£m
At 1 October	4.5	7.1
Impairment losses recognised on trade receivables:
Provided for in the year	6.5	-
Receivables written off during the year	(1.7)	(2.3)
Foreign exchange movement	(0.7)	(0.3)
At 30 September	8.6	4.5

Trade receivables are written off to administration expenses where there is not a reasonable expectation of recovery.

The primary indicator that there is not reasonable expectation of recovery would be a customer’s liquidation but there

are also instances where legal proceedings and/or debt recovery have not succeeded. Receivables written off during the

year included 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 for the 24 months in the period to 30 September 2024.

Additionally, in 2024 we have increased the provision to account for a £2.0m (2023: nil) speciﬁc provision relating to a

US magazine distributor, which has suspended payments pending their reﬁnancing, and a £2.0m increase (2023: £1.2m

reduction) in the provision, relating to aged receivables in the US and UK advertising sector.

The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:


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	2.4%	7.4%	18.2%	80.0%	100.0%


2023	Current	0-30 days	31-60 days	61-90 days	90+ days	Total
Gross carrying amount of trade receivables (£m)	66.8	4.5	2.4	1.6	4.6	79.9
Allowance for impairment of trade receivables
(£m)	0.5	0.6	1.4	0.4	1.6	4.5
Expected loss rate	0.7%	14.6%	60.9%	23.5%	44.4%

Annual Report and Accounts 2024

Financial Statement

153

Credit risk

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 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 subsidiary is covered by the Group’s liquidity arrangements hence the probability of default is

insigniﬁcant. Interest on £75.3m (2023: £125.3m) 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.

16. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include the following for the purposes of the cash ﬂow statements:


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
Cash and cash equivalents	39.7	0.2	60.3	0.8

The decrease in cash is principally due to £93.0m of debt repayments as well as the share buyback programme with a cash spend of £63.1m in

the year (see notes

22 and 23 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.

17. TRADE AND OTHER PAYABLES


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
Current liabilities
Trade payables	20.6	-	26.0	-
Amounts owed to Group undertakings	-	-	-	31.0
Other taxation and social security	4.4	-	8.7	-
Global sales tax	11.3	-	6.1	-
Other payables	14.8	0.2	12.4	0.2
Accruals	70.6	8.8	75.2	8.1
Total current liabilities	121.7	9.0	128.4	39.3
Non-current liabilities
Amounts owed to Group undertakings	-	202.1	-	25.1
Total	121.7	211.1	128.4	64.4

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.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

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18. FINANCIAL LIABILITIES – INTEREST-BEARING LOANS AND BORROWINGS


		Interest rate at	Group	Company	Group	Company
	Interest rate at	30 September	2024	2024	2023	2023
	30 September 2024	2023	£m	£m	£m	£m
Export development guarantee term
facility	6.39%	7.04%	276.2	276.2	295.2	295.2
US dollar revolving loan	-	7.43%	-	-	81.8	81.8
AUS dollar revolving loan	-	6.06%	-	-	10.5	-
Total			276.2	276.2	387.5	377.0


		Interest rate at	Group	Company	Group	Company
	Interest rate at	30 September	2024	2024	2023	2023
	30 September 2024	2023	£m	£m	£m	£m
Export development guarantee term
facility	6.39%	-	20.0	20.0	-	-
Total			20.0	20.0	-	-

The interest-bearing liabilities are repayable as follows:


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
Within one year	20.0	20.0	-	-
Between one and two years	130.0	130.0	20.0	20
Between two and ﬁve years	146.2	146.2	367.5	357.0
Total	296.2	296.2	387.5	377.0

In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £3.9m (2023: £7.7m).

Following a review of its committed facilities and expected utilisation the Group reduced the commitments on its Revolving Credit Facility

(‘RCF’) from £500.0m to £350.0m on 16 February 2024 and on its Export Development Guarantee (‘EDG’) term facility from £400.0m

to £300.0m on 29 February 2024. At 30 September 2024, 53.8% (£350.0m of £650.0m) of the Group’s facilities remained undrawn (30

September 2023: 56.1% (£504.8m of £900.0m) 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 EDG term facility has a ﬁxed margin of 2.0%.

The key covenants for all facilities are set out in the glossary section on page 172.

The Group had drawn down £nil on its interest-bearing overdraft at 30 September 2024 (30 September 2023: £nil).

19. OTHER FINANCIAL LIABILITY


	Group	Company	Group	Company
	2024	2024	2023	2023
	£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 own shares under the terms of its

buyback agreement. The share buyback concluded on 21 October 2024.

Annual Report and Accounts 2024

Financial Statement

155

20. PROVISIONS


	Property	Other	Total
	£m	£m	£m
At 1 October 2022	9.1	12.3	21.4
Charged/(released) in the year	0.3	(1.0)	(0.7)
Utilised in the year	(2.7)	(8.9)	(11.6)
Foreign exchange movement	-	(1.9)	(1.9)
At 30 September 2023	6.7	0.5	7.2
Charged 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

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.

Provisions for the Company were £nil (2023: £nil).

21. OTHER NON-CURRENT LIABILITIES


	Group	Group
	2024	2023
	£m	£m
Lease liability due in more than one year	29.8	35.5

See note 22 for an analysis of the timings of contractual undiscounted cash ﬂows (including interest) for lease liabilities.

22. FINANCIAL INSTRUMENTS

The Group applies IFRS 9 Financial Instruments. For the Group’s ﬁnancial assets and liabilities, the following table shows the measurement

categories under IFRS 9:


Financial asset/liability	IFRS 9 classiﬁcation
Cash and cash equivalents	Amortised cost
Trade and other receivables	Amortised cost
Interest-bearing loans and borrowings	Amortised cost
Lease liabilities	Amortised cost
Other ﬁnancial liability	Amortised cost
Contingent consideration	Fair value
Derivative ﬁnancial instruments	Fair value

There has not been a signiﬁcant impact on the carrying amounts of assets held. The carrying value of ﬁnancial instruments measured at

amortised cost approximates their fair value.

Financial instruments by category

The Group has exposure to changes in cash ﬂows due to changes in interest rates. To manage this risk, the Group entered into ﬂoating-to-

ﬁxed interest rate swaps in 2023 to hedge a proportion of its ﬂoating rate exposure to ﬁxed rates. The debt has similar critical terms to the

ﬂoating leg of swaps that form part of the cash ﬂow hedges, such as the reference rate, reset dates, notional amounts, payment dates and

maturities. 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.

There was no ineffectiveness to be recorded from the use of interest rate swaps. The Group did not enter into any netting arrangements.

156

Future plc

The following table presents the Group’s ﬁnancial assets and liabilities that are measured at fair value at 30 September 2024:


	Level 2
	Fair value
Financial asset	£m
Asset
Financial asset - derivatives	1.4
Liabilities
Financial liability - derivatives	(1.4)

Fair values

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:

Level 1:

Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2:

Other techniques for which all inputs, which have a signiﬁcant effect on the recorded fair value, are observable, either directly or

indirectly; and

Level 3:

Techniques which use inputs, which have a signiﬁcant effect on the recorded fair value, that are not based on observable market data.

There have been no transfers between levels during the year to 30 September 2024 (30 September 2023: none).

Contingent consideration

At 30 September 2024 there was no contingent consideration payable. At 30 September 2023 contingent consideration of £8.2m

($10.0m) related to the acquisition of ActualTech, LLC, which was paid in full on 31 January 2024 (being £7.9m after the impact of foreign

exchange on settlement).

The Group’s ﬁnancial assets and ﬁnancial liabilities are set out below:


					2024
		Amortised	Fair value through proﬁt	Total carrying	Total fair
		cost	and loss	value	value
Group	Note	£m	£m	£m	£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	17	(101.1)	-	(101.1)	(101.1)
Financial liabilities - derivative		-	(1.4)	(1.4)	(1.4)
Other ﬁnancial liability	19	(12.2)	-	(12.2)	(12.2)
Current and non-current borrowings		(296.2)	-	(296.2)	(296.2)
Lease liabilities		(38.2)	-	(38.2)	(38.2)
Total ﬁnancial liabilities		(468.3)	(1.4)	(469.7)	(469.7)


					2023
		Amortised	Fair value through proﬁt	Total carrying	Total fair
		cost	and loss	value	value
Group	Note	£m	£m	£m	£m
Financial asset - derivatives		-	6.0	6.0	6.0
Finance lease receivable		3.3	-	3.3	3.3
Trade receivables net	15	75.4	-	75.4	75.4
Other receivables	15	6.7	-	6.7	6.7
Cash and cash equivalents	16	60.3	-	60.3	60.3
Total ﬁnancial assets		145.7	6.0	151.7	151.7
Trade payables	17	(26.0)	-	(26.0)	(26.0)
Other liabilities	17	(93.7)	-	(93.7)	(93.7)
Financial liabilities - derivatives	18	-	(0.1)	(0.1)	(0.1)
Contingent consideration		-	(8.2)	(8.2)	(8.2)
Non-current borrowings		(395.2)	-	(395.2)	(395.2)
Lease liabilities	21	(44.8)	-	(44.8)	(44.8)
Total ﬁnancial liabilities		(559.7)	(8.3)	(568.0)	(568.0)

Annual Report and Accounts 2024

Financial Statement

157

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date. If an active market exists, the market price is applied. If an active market does not exist a discounted

cash ﬂow or generally accepted estimation and valuation technique based on market conditions at the balance sheet date is used to

calculate an estimated value.

The valuation technique used to measure the fair value of the derivatives is discounted cash ﬂows.

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 172.

Currency and interest rate proﬁle

The currency and interest rate proﬁle of the Group’s ﬁnancial assets and liabilities is shown below:


	Financial assets				Financial liabilities
	Floating		Non-interest		Floating		Non-interest		Net ﬁnancial
	rate	Fixed rate	bearing	Total	rate	Fixed rate	bearing	Total	(liabilities)/ assets
	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 30 September
2024
Currency:
Sterling	31.1	1.4	21.0	53.5	(300.0)	(1.4)	(138.8)	(440.2)	(386.7)
US Dollar	6.4	-	45.4	51.8	-	-	(9.7)	(9.7)	42.1
Euro	0.9	-	2.4	3.3	-	-	(5.9)	(5.9)	(2.6)
AUS Dollar	1.0	-	1.2	2.2	-	-	(0.1)	(0.1)	2.1
Other	0.3	-	3.6	3.9	-	-	(1.1)	(1.1)	2.8
Total	39.7	1.4	73.6	114.7	(300.0)	(1.4)	(155.6)	(457.0)	(342.3)
At 30 September
2023
Currency:
Sterling	41.6	6.0	18.5	66.1	(300.0)	(0.1)	(125.8)	(425.9)	(359.8)
US Dollar	13.7	-	54.1	67.8	(84.4)	-	(39.6)	(124.0)	(56.2)
Euro	2.9	-	4.1	7.0	-	-	(4.5)	(4.5)	2.5
AUS Dollar	1.8	-	1.0	2.8	(10.8)	-	(2.6)	(13.4)	(10.6)
Other	0.3	-	7.7	8.0	-	-	(0.2)	(0.2)	7.8
Total	60.3	6.0	85.4	151.7	(395.2)	(0.1)	(172.7)	(568.0)	(416.3)

In the tables above, total ﬁnancial liabilities are shown gross of unamortised costs which amounted to £3.8m (2023: £7.7m).

Interest rate risk

Details of the interest rates on borrowings as at 30 September 2024 are set out in note 18.

At 30 September 2024 the Group had £39.7m (2023: £60.3m) of interest-bearing assets. The Group is also exposed to interest rate risk

as it borrows funds at ﬂoating interest rates through its bank facilities. 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 2023 undertook hedging activities to

manage interest rate risk in relation to its debt facilities, further details are provided below.

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 2024, if interest rates on net debt 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 £0.1m (2023: £1.9m).

There would be no impact on

equity excluding retained earnings.

Derivatives designated as cash ﬂow hedges

The Group has entered into interest rate swap agreements which swap the interest proﬁle a notional £300.0m (2023: £300.0m) on the

Group’s EDG term facility to mitigate the risk of ﬂuctuations in interest rates whereby it receives a variable interest rate based on SONIA

158

Future plc

and pays ﬁxed rates of between 3.720% and 4.987%.

At the inception of designated hedging relationships, the Group documents the risk

management objectives and strategy for undertaking the hedge and documents the economic relationship between the hedge item and

hedging instrument.

Fair value and cash ﬂow hedge effectiveness

There is an economic relationship between the hedged items and the hedging instruments as the terms of the interest rate match

the notional amount and expected payment date of the hedged items. The Group has established a hedge ratio of 1:1 for the hedging

relationships as the underlying risk of the instruments are identical to the hedged risk components. To test the hedge effectiveness, the

Group compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable

to the hedged risks.

The impact of the hedging instruments and hedged items on the statement of ﬁnancial position is as follows:


				Change in fair
			Line item in	value used for		Change in
			statement of	measuring		fair value
	Notional	Carrying	ﬁnancial	ineffectiveness		of hedged
	amount	value	position	for the year		item
As at 30 September 2024	£m	£m	£m	£m	Hedged item	£m
Cash ﬂow hedge
Interest rate swaps	300.0	-	Derivative ﬁnancial	(5.9)	EDG facility	5.9
			instruments

The impact of the hedging instruments in the consolidated income statement and other comprehensive income (OCI) is as follows:


	Total hedging	Amount		Accumulated value
	gain/(loss)	reclassiﬁed from	Line item in	recognised in cash
	recognised in OCI	OCI to proﬁt or loss	the consolidated	ﬂow hedge reserve
As at 30 September 2024	£m	£m	income statement	£m
Cash ﬂow hedge
Interest rate swaps	(4.4)	(1.6)	Finance costs	-

Impact of hedging on equity:


	Cash ﬂow	Cash ﬂow
	hedge reserve	hedge reserve
	FY 2024	FY 2023
	£m	£m
As at 1 October	4.4	-
Change in fair value recognised in other comprehensive income
- Interest rate swaps	(4.3)	5.9
Reclassiﬁed to proﬁt or loss as hedged item effects proﬁt or loss	(1.6)	-
Deferred tax impact	1.5	(1.5)
As at 30 September	-	4.4

Foreign exchange risk

Some of the Group’s activities are carried out in countries outside the United Kingdom where transactions are carried out in that country’s

own functional currency. Movements in exchange rates can therefore have a signiﬁcant impact on the Group’s total cash ﬂows, whilst the

translation of the results, assets and liabilities of foreign operations into Sterling 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, however the

Group seeks to ensure that its balance sheet positions are naturally hedged wherever possible. The use of forward contracts (or any other

derivative ﬁnancial instrument) is subject to authorisation by the Board.

Annual Report and Accounts 2024

Financial Statement

159

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:


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)


2023 currency risks expressed in
USD/GBP
£m
Reasonable shift	20%
Impact on proﬁt after tax if USD strengthens against GBP	(1.9)
Impact on proﬁt after tax if USD weakens against GBP	1.9
Impact on shareholders' funds if USD strengthens against GBP	62.8
Impact on shareholders' funds if USD weakens against GBP	(62.8)

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.

Liquidity risk

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 19.

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:


	Less than	Between one	Between two	Between ﬁve	Over ten
	one year	and two years	and ﬁve years	and ten years	years	Total
30 September 2024	£m	£m	£m	£m	£m	£m
Trade payables	(20.6)	-	-	-	-	(20.6)
Lease liabilities	(8.4)	(6.3)	(14.3)	(13.4)	(3.0)	(45.4)
Other ﬁnancial liability	(12.2)	-	-	-	-	(12.2)
Other liabilities	(101.1)	-	-	-	-	(101.1)
Financial liabilites - derivatives	-	(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)


	Less than	Between one	Between two	Between ﬁve	Over ten
	one year	and two years	and ﬁve years	and ten years	years	Total
30 September 2023	£m	£m	£m	£m	£m	£m
Trade payables	(26.0)	-	-	-	-	(26.0)
Lease liabilities	(9.3)	(7.3)	(13.0)	(11.8)	(3.4)	(44.8)
Other liabilities	(89.9)	-	-	-	-	(89.9)
Contingent consideration	(8.2)	-	-	-	-	(8.2)
Financial liabilites - derivatives	-	-	(0.1)	-	-	(0.1)
Borrowings	(26.0)	(45.9)	(417.3)	-	-	(489.2)
Total ﬁnancial liabilities	(159.4)	(53.2)	(430.4)	(11.8)	(3.4)	(658.2)

160

Future plc

23. ISSUED SHARE CAPITAL


	Number of	2024	Number of	2023
	shares	£m	shares	£m
Allotted, authorised, issued and fully paid Ordinary shares of 15p each
At 1 October	119,077,135	17.8	120,855,930	18.1
Share buyback	(6,992,733)	(1.0)	(1,784,349)	(0.3)
Share Incentive Plan matching shares	3,624	-	5,554	-
At 30 September	112,088,026	16.8	119,077,135	17.8

During the year, 3,624 Ordinary shares were issued under the Share Incentive Plan for a combined total cash commitment of £nil (2023:

5,554 ordinary shares, total cash commitment of £nil).

During the year the Group undertook a further

share buyback programme, resulting in a reduction in share capital of 7.0m shares in the

year (2023: 1.8m shares), at a nominal value of £1.0m and a total cost of £63.1m.

24. SHARE-BASED PAYMENTS

The income statement charge for the year for share-based payments (and related social security costs) was £9.2m (2023: £7.8m), of which

£8.9 (2023: £7.8m) is included in ‘adjusting items’ in the income statement see page 170 for a reconciliation of adjusting items). This charge

has been included within administration 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:


	2024	2023
	Number of	Number of
	options/awards	options/awards
Outstanding at 1 October	1,392,757	1,193,033
Granted	2,164,670	653,640
Share awards exercised	(256,138)	(249,597)
Cancelled	(380,352)	(204,319)
Outstanding at 30 September	2,920,937	1,392,757
Exercisable at 30 September	536,076	430,196

The weighted average share price at the date of exercise of share options and other share incentive awards during the year was £8.313

(2023: £14.380). A reconciliation of movements in the number of options awarded under the VCP is shown below:


	2024	2023
	Number of units	Number of units
Outstanding at 1 October	1,772,308	2,275,936
Granted	-	311,175
Cancelled	(695,992)	(814,803)
Outstanding at 30 September	1,076,316	1,772,308

The outstanding amount for FY 2024 relate to the second and third VCP tranches, following the lapse of the third tranche. A total of

1,960,000 (2023: 2,940,000) units are available for issue, 980,000 units per tranche, leaving a headroom at 30 September 2024 of

883,684 (2023: 1,167,692 units). Further details regarding the rules of the scheme can be found on page 163.

Annual Report and Accounts 2024

Financial Statement

161

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
	2024	2023	2024	2023
PSP
November 2018	51,537	273,032	-	-
May 2019	14,149	14,149	-	-
November 2019	100,709	100,709	-	-
February 2020	7,500	7,500	-	-
July 2020	10,000	10,000	-	-
February 2021	17,639	17,639	-	1
March 2021	1,250	2,500	-	1
May 2021	9,500	20,750	-	1
July 2022	1,805	1,805	1	2
September 2022	321,987	330,884	1	2
October 2022	13,000	13,000	-	1
December 2022	15,000	15,000	-	1
February 2023	30,000	309,821	1	2
April 2023	12,647	42,314	1	2
May 2023	79,545	138,018	2	3
October 2023	114,006	-	2	-
December 2023 (2 year)	699,426	-	1	-
December 2023 (3 year)	1,233,477	-	2	-
March 2024	66,106	-	2	-
May 2024	7,280	-	3	-
June 2024	1,910	-	2	-
July 2024	2,506	-	3	-
September 2024	36,465	-	3	-
DABS
November 2015	2,663	2,663	-	-
November 2019	-	12,155	-	-
November 2020	-	9,988	-	-
February 2022	19,993	19,993	-	1
December 2022	50,837	50,837	1	-
Total outstanding at 30 September	2,920,937	1,392,757

The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at 30

September 2024 is £nil (2023: £nil).

162

Future plc

The fair value per share for grants made under the PSP during the year and the assumptions used in the calculation are as follows:


													2024
	PSP	PSP	PSP	PSP	PSP	PSP	PSP	PSP	PSP	PSP	PSP	PSP	PSP
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 volatility ¹				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 value ² , ⁵	£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 element ³	-	-	-	£4.49	£4.49	£4.49	£4.49	£4.49	£4.49	£4.49	-	-	-
Fair value – non
market-based element ⁴	£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


			2023
	PSP	PSP	PSP
Grant date	27 Feb 2023	3 Apr 2023	19 May 2023
Share price at grant date	£14.00	£11.18	£8.96
Exercise price	-	-	-
Vesting period (years)	3	3	3
Expected volatility ¹
Option life (years)	3	3	3
Expected life (years)	3	3	3
Risk-free rate	-	-	-
Dividend yield	-	-	-
Fair value ² , ⁵	£14.00	£11.18	£8.96
Fair value – TSR element ³	-	-	-
Fair value – EPS element ⁴	£14.00	£11.18	£8.96

Notes:

The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.

2. The Group has used the Black-Scholes model to value instruments with non-market-based performance criteria such as earnings per share. For instruments with market-based performance

criteria, notably TSR and share price performance, the Group has used a Monte Carlo model to determine the fair value.

3. 50% of PSP grants which have market-based performance criteria have been valued using a Monte Carlo model.

4. 50% of PSP grants which have non-market based performance criteria have been valued using a Black-Scholes model.

There were no new grants made for the VCP scheme during the FY 2024 year. For FY 2023, the fair value per share for grants made under

the VCP during the year and the assumptions used in the calculation are as follows:


								2023
	VCP	VCP	VCP	VCP	VCP	VCP	VCP	VCP
Grant date	27 Feb 2023	27 Feb 2023	5 Dec 2022	5 Dec 2022	5 Dec 2022	3 Oct 2022	3 Oct 2022	3 Oct 2022
Market
capitalisation at	£1,692m	£1,692m	£1,722m	£1,722m	£1,722m	£1,640m	£1,640m	£1,640m
grant date
Hurdle	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m
Vesting period
(years)	4	5	3	4	5	3	4	5
Expected
volatility	58%	56%	60%	58%	56%	60%	58%	55%
Risk-free rate	3.68%	3.68%	3.25%	3.21%	3.18%	4.17%	4.16%	4.12%
Fair value	£6.42m	£7.31m	£4.99m	£7.50m	£7.73m	£5.26m	£7.28m	£7.50m

Annual Report and Accounts 2024

Financial Statement

163

Value Creation Plan (VCP)

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 is 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 exceeds the hurdle on a measurement date, participants share 3.33% of the

shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded are 980,000 per tranche,

of which a small pool is reserved for future hires and promotions. Units vest 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 is based on the spot closing price of a share on 30 September 2020 of £19.42. Value created at each

measurement date will be calculated with reference to the average closing return index over the three months ending on that date. To the

extent that performance does not exceed the hurdle on a measurement date, the relevant tranche will lapse in full, immediately. There will

be no re-testing allowed. Tranche 1 has lapsed in full.

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.

The remaining contractual life of the VCP is 1 year and the exercise price is nil.

Performance Share Plan (PSP)

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 criteria in respect of awards granted during the year ended 30 September 2020:

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 criteria in respect of awards granted during the year ended 30 September 2021:

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 criteria in respect of awards granted during the year ended 30 September 2022:

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 perfomance 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.

Performance criteria in respect of awards granted during the year ended 30 September 2023:

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.

Performance criteria in respect of awards granted during the year ended 30 September 2024:

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.

Grants were made under the PSP in November 2018, March 2019, May 2019, June 2019, August 2019, November 2019, February 2020,

164

Future plc

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 and September

2024.

Deferred Annual Bonus Scheme (DABS)

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.

For the Chief Executive, Jon Steinberg, and Chief Financial Ofﬁcer, Sharjeel Suleman, an annual bonus will be paid for the year ending 30

September 2024. See page 100 of the Directors’ Remuneration Report for further detail.

The last grant made under the DABS was in December 2022.

Share Incentive Plan (SIP)

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.

Employee Stock Purchase Plan (ESPP)

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.

25. RESERVES

Share premium account

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 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 2024 is £nil.

See ‘Merger reserve’ section below for further detail.


	2024	2023
Group and Company	£m	£m
At 1 October	197.0	197.0
Share premium reduction	(197.0)	-
At 30 September	-	197.0

Capital redemption reserve

The capital redemption reserve increased by £1.0m (2023: £0.3m) during the year to £1.3m, being the nominal value of shares purchased

and cancelled as part of the share buyback programme (see note 23 for further details).


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
At 1 October	0.3	0.3	-	-
Share buyback	1.0	1.0	0.3	0.3
At 30 September	1.3	1.3	0.3	0.3

Annual Report and Accounts 2024

Financial Statement

165

Merger reserve


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
At 1 October	581.9	472.9	581.9	472.9
Merger reserve reduction	(472.9)	(472.9)	-	-
At 30 September	109.0	-	581.9	472.9

In order to create additional distributable reserves to provide ﬂexibility for shareholder returns, during the year 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.

Treasury reserve

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	Group
	2024	2023
	£m	£m
At 1 October	15.3	8.0
Acquisition of own shares	-	11.4
Issue of treasury shares to employees	(4.4)	(4.1)
At 30 September	10.9	15.3

During the year, 286,795 (2023: 259,918) of the shares held by the EBT were used to satisfy the vesting of share options and no shares

were purchased to fund the future vesting of share options (2023: 1,125,000 shares were purchased to fund the future vesting of share

options at a total value of £11.4m). The issuance of treasury shares to employees relates to the settlement of PSP awards exercised in the

year.

Cash ﬂow hedge reserve


	Group	Company	Group	Company
	2024	2024	2023	2023
	£m	£m	£m	£m
At 1 October	4.4	4.4	-	-
Interest rate swap	(5.9)	(5.9)	5.9	5.9
Deferred tax on interest rate swap	1.5	1.5	(1.5)	(1.5)
At 30 September	-	-	4.4	4.4

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.

Accumulated exchange differences

The reserve for accumulated exchange differences comprises the revaluation of the Group’s foreign currency entities, principally the US

and Australia, on consolidation.

26. PENSIONS

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, £5.4m (2023: £5.2m) contributions were made to these plans and at 30 September 2024 the outstanding balance due to

be paid over to the plans was £2.1m (2023: £5.5m).

166

Future plc

27. COMMITMENTS AND CONTINGENT LIABILITIES

(a) Operating lease commitments

Future minimum sub-lease receipts expected for the Group under non-cancellable operating subleases at 30 September 2024 total £2.4m

(2023: £2.7m), for the Company nil (2023: 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 (2023: £0.1m), and £1.1m (2023: £0.9m) was recognised in respect of sub-lease receipts.

The Group also leases equipment under non-cancellable operating lease agreements.

(b) Contingent liabilities

There were no material contingent liabilities for the Group or the Company as at 30 September 2024 (2023: £nil).

There were no material capital commitments for the Group or the Company as at 30 September 2024 (2023: £nil).

28. RELATED PARTY TRANSACTIONS

The Group had no material transactions with related parties in 2024 or 2023 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 £0.9m (2023: receivable of £1.5m) from subsidiary

undertakings. The outstanding balance owed at 30 September 2024 was £0.9m (2023: £1.5m).

No individuals other than the Directors meet the deﬁnition of key management personnel. Details of key management personnel

compensation are set out note 6.

29. SUBSIDIARY UNDERTAKINGS

Details of the Company’s subsidiaries at 30 September 2024 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.


	Country of incorporation
Company name and registered number	and registered ofﬁce	Nature of business	Holding %	Class of shares
ActualTech Marketing, LLC	USA¹¹	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
				£0.001 A2 Ordinary shares
Broadleaf Newco 2 Limited*13435883	England and Wales¹	Holding company	100	£0.001 B1 Ordinary shares
				£0.001 B2 Ordinary shares
Broadleaf US Bidco Inc*6982422	USA¹³	Holding company	100	$0.01 Ordinary shares
Circlesix Media Inc*5904231	USA¹⁰	Non-trading	100	$0.01 Ordinary shares
				$0.00001 Ordinary shares
				Series A Preferred Stock
				of $1.0000 per share
Clique Brands Inc*5168252	USA¹³	Publishing	100	Series B Preferred Stock of
				$4.3550
				Series C Preferred Stock of
				$7.4560
Comary, Inc*2400371	USA¹²	Publishing	100	Not applicable
Dennis Interactive Inc*1827502	USA¹³	Non-trading	100	$20 Ordinary shares
Dennis Publishing Limited*1138891	England and Wales¹	Non-trading	100	£1 Ordinary shares
Future Holdings 2002 Limited4387886	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	1,000	AUS $1 Ordinary shares
Future Publishing (Overseas) Limited*6202940	England and Wales¹	Publishing	100	AUS £1 Ordinary shares
Future Publishing Holdings Limited*3430449	England and Wales¹	Holding company	87.5	1 pence Ordinary shares

Annual Report and Accounts 2024

Financial Statement

167


	Country of incorporation
Company name and registered number	and registered ofﬁce	Nature of business	Holding %	Class of shares
Gardening Know How*201355	USA ¹¹	Non-trading	100	$1 Ordinary shares
GoCo Group Limited*6062003	England and Wales²	Non-trading	100	0.0002 pence 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 pence Ordinary shares
Marketforce (U.K.) Limited*00499150	England and Wales¹	Dormant	100	£1 Ordinary shares
Mozo Pty Limited*ACN 128199208	Australia³	Comparison shopping	100	AUS $1 Ordinary shares
Sapphire Bidco Limited*11157309	England and Wales¹	Non-trading	100	£1 Ordinary shares
Sarracenia Limited*4582851	England and Wales¹	Dormant	100	£1 Ordinary shares
The Kiplinger Washington Editors Inc*434902	USA¹²	Publishing	100	$10 A Ordinary shares
				$10 B Ordinary shares
The Week Publications Inc*2528945	USA¹²	Publishing	100	$0.01 Ordinary shares
This is the Big Deal, Inc*6690977	USA¹⁴	Holding company	100	Not applicable
This is the Big Deal Limited*8867458	England and Wales²	Energy auto switching	100	£0.000015625 Ordinary shares
		service
Next Commerce Pty Limited*113146786	Australia³	Comparison shopping	100	AUS $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*	India⁷	Dormant	100	Rand 10 equity shares
U74999DL2011FTC217990
Next Commerce Philippines Inc*CS201517783	Philippines⁸	Dormant	100	P Ordinary shares
Future US, LLC*1513070	USA¹¹	Publishing	100	Not applicable
Future US Holdings, Inc*6260582	USA⁹	Holding company	100	Not applicable
Future B2B LLC 3253770	USA¹¹	B2B	100	$1 Ordinary shares
Future B2B Limited*15195757	England and Wales¹	B2B	100	£1 Ordinary shares

Registered office: Quay House, The Ambury, Bath, BA1 1UA, England

Registered office: 4 Callaghan Square, Cardiff, CF10 5BT, Wales

Registered office: Registered office: Level 10, 89

York Street, Sydney, NSW 2000, Australia

Registered office: 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8, Canada

Registered office: Holečkova 100/9, Smíchov, 150 00 Praha 5, Czech Republic

Registered office:

195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, France

Registered office: Dpt 610, Prime Towers F 79-80, Okhla Industrial Area, Phase 1 New Delhi New Delhi DL 110020 India

Registered office: 2/F GC Corporate Plaza, 150 Legaspi Street, Legaspi Village, Makati, Manila, Philippines

Registered office: 108 West 13th Street, New Castle County, Wilmington, DE 19801, USA

10 Registered office: 251 Little Falls Drive, Wilmington, DE 19808, USA

11 Registered office: 1401 21st Street, STE R, Sacramento CA 95811, USA

12 Registered office: Corporation Trust Center, 1209 Orange Street, New Castle, Wilmington,

DE 19801, USA

13 Registered office: Suite D100, 117 Seaboard Lane, Franklin, Tennessee, 37067, USA

14 Registered office: 5th Floor, 55 West 39th Street, New York, 10018, USA

15 Registered office: 107 Wolf Road, Suite 101, Albany, 12205,

NY,

USA

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,

Sapphire Bidco Limited, Sapphire Midco Limited 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.

30. EVENTS AFTER THE REPORTING PERIOD

On 4 December 2024 the Board approved a share buyback of up to £55.0m, which is expected to commence in January 2025.

168

Future plc

GLOSSARY

Presentation of non-statutory measures

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 170.

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.

Financial Statement

169

Annual Report and Accounts 2024

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 170 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 170 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 170 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 171.

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 170.

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

The aggregation of

cash and debt

Net debt 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 deﬁn

e for like portfolio, including the⁹

t of c

losures and new l

acquisitions

4 and FY 2

023 at c

onstant foreign ex

exchange rates is deﬁn

verage rate for FY 2024.

Constant currency

Constant currency translates the ﬁna

ements at ﬁx

the ﬁnancial performance. Constant foreign exchange rates is deﬁn

verage rate for FY 2024.

Reconciliation between revenue and organic revenue at constant currency:

2024

£m

2023

£m

Year-on-year

var

Total revenue

788.2

788.9

Revenue from FY 2023 acquisitions which have not been acquired for a full ﬁnancial year

(13.6)

(13.7)

Organic revenue at actual currency

774.6

775.2

Impact of FX at constant rates

(11.8)

Organic revenue

774.6

763.4

170

Future plc

A reconciliation of adjusted EBITDA and adjusted operating proﬁt to proﬁt before tax is shown below:

2024

£m

2023

£m

Adjusted EBITDA

239.1

276.8

Depreciation

(6.5)

(8.8)

Amortisation of non-acquired intangibles

(10.4)

(11.6)

Adjusted operating proﬁt

222.2

256.4

Share-based payments (including social security costs)

(8.9)

(7.8)

Transaction and integration related costs

(5.9)

(7.4)

Exceptional items (note 5)

(7.0)

(7.3)

Amortisation of acquired intangibles

(66.7)

(59.4)

Operating proﬁt

133.7

174.5

Net ﬁnance costs

(30.5)

(36.4)

Proﬁt before tax

103.2

138.1

A breakdown of transaction and integration related costs is shown in the table below:

2024

£m

2023

£m

Transaction and integration related costs

5.9

6.5

Onerous property costs

0.9

Total charge

5.9

7.4

Transaction and integration related costs of £5.9m incurred in the year reﬂect £3.5m of professional fees to support portfolio

optimisation across the Group’s divisions, £1.6m of post-integration IT system costs and associated fees and £0.8m of transaction-

related legal fees (2023: £5.3m of deal-related fees, £2.0m of restructuring costs net of £0.8m released following settlement of

provision for historical legal claims recognised on the Dennis opening balance sheet, and £0.9m onerous property costs).

Included below is a reconciliation between the statutory and adjusted tax charge:

2024

£m

2023

£m

Total statutory tax charge

26.4

24.7

Tax effect of adjusting items:

Exceptional items

1.0

1.9

Transaction and integration related costs

1.5

0.3

Share based payments

2.3

(0.1)

Amortisation of acquired intangibles

15.6

14.8

Adjustments in respect of previous years

2.5

9.8

Total adjusted tax charge

49.3

51.4

A reconciliation of cash generated from operations to adjusted free cash ﬂow is shown below:

2024

£m

2023

£m

Cash generated from operations

230.0

241.0

Cash ﬂows related to transaction and integration related costs

7.5

15.6

Cash ﬂows related to exceptional items

5.3

13.4

Settlement of social security costs on share based payments¹

0.3

0.5

Lease payments

(6.9)

(6.0)

Adjusted operating cash inﬂow

236.2

264.5

Cash ﬂows related to capital expenditure

(13.9)

(11.3)

Adjusted free cash ﬂow

222.3

253.2

¹ Relating to equity-settled share awards with vesting periods longer than 12 months.

Financial Statement

171

Annual Report and Accounts 2024

A reconciliation between earnings per share and adjusted earnings per share is shown in the table below:

Total Group

2024

2023

Adjustments to proﬁt after tax:

Proﬁt after tax (£m)

76.8

113.4

Share-based payments (including social security costs) (£m)

8.9

7.8

Transaction and integration related costs (£m)

5.9

7.4

Exceptional items (£m)

7.0

7.3

Amortisation of intangible assets arising on acquisitions (£m)

66.7

59.4

(Decrease)/increase in fair value of contingent consideration (£m)

(0.1)

0.6

Unwinding of discount on contingent consideration (£m)

0.7

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)

(22.9)

(26.7)

Adjusted proﬁt after tax (£m)

142.5

169.9

Weighted average number of shares in issue during the year:

- Basic

114,355,263

119,786,409

- Dilutive effect of share options

696,450

763,756

- Diluted

115,051,713

120,550,165

Basic earnings per share (in pence)

67.2

94.7

Adjusted basic earnings per share (in pence)

124.6

141.8

Diluted earnings per share (in pence)

66.8

94.1

Adjusted diluted earnings per share (in pence)

123.9

140.9

The adjustments to proﬁt after tax have the following effect:

Basic earnings per share (pence)

67.2

94.7

Share-based payments (including social security costs) (pence)

7.8

6.5

Transaction and integration related costs (pence)

5.2

6.2

Exceptional items (pence)

6.1

Amortisation of intangible assets arising on acquisitions (pence)

58.3

49.6

(Decrease)/increase in fair value of contingent consideration (pence)

(0.1)

0.5

Unwinding of discount on contingent consideration (pence)

0.6

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)

(20.1)

(22.4)

Adjusted basic earnings per share (pence)

124.6

141.8

Diluted earnings per share (pence)

66.8

94.1

Share-based payments (including social security costs) (pence)

7.7

6.5

Transaction and integration related costs (pence)

5.1

6.1

Exceptional items (pence)

6.1

Amortisation of intangible assets arising on acquisitions (pence)

58.0

49.3

(Decrease)/increase in fair value of contingent consideration (pence)

(0.1)

0.5

Unwinding of discount on contingent consideration (pence)

0.6

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)

(19.9)

(22.3)

Adjusted diluted earnings per share (pence)

123.9

140.9

172

Future plc

Analysis of net debt

The deﬁnition of net debt is provided on page 169.

Group

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)

Debt due after more than one year

(387.5)

93.0

16.1

2.2

(276.2)

Net debt

(327.2)

74.1

(3.9)

0.5

(256.5)

Group

30 September

2022

£m

Net cash ﬂows

£m

On acquisition

£m

Other non-cash

changes

£m

Exchange

movements

£m

30 September

2023

£m

Cash and cash equivalents

29.2

33.0

4.1

(6.0)

60.3

Debt due within one year

(83.8)

83.8

Debt due after more than one year

(369.0)

(31.6)

(3.7)

16.8

(387.5)

Net debt

(423.6)

85.2

4.1

(3.7)

10.8

(327.2)

The above table shows net debt exclusive of unamortised costs held on the balance sheet which amounted to £3.9m at 30

September 2024 (2023: £7.7m).

Reconciliation of movement in net debt

Group

2024

£m

Group

2023

£m

Net debt at start of year

(327.2)

(423.6)

(Decrease)/increase in cash and cash equivalents

(18.9)

37.1

Net movement in borrowings

93.0

52.2

Amortisation of loan issue costs

(3.9)

(3.7)

Exchange movements

0.5

10.8

Net debt at end of year

(256.5)

(327.2)

Leverage

Net debt/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 capitalised bank arrangement fees and lease liabilities, 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 168. A reconciliation between operating proﬁt and bank EBITDA is provided on page 173.

The covenants are tested quarterly on the basis of rolling ﬁgures for the preceding 12 months and the covenant position at 30 September

2024 is set out in the following table:

30 September 2024

30 September 2023

Covenant 2024

Covenant 2023

Net debt/Bank EBITDA

1.1 times

1.3 times

< 3.0 times

Bank EBITDA/Interest

9.1 times

> 4.0 times

Financial Statement

173

Annual Report and Accounts 2024

A reconciliation between operating proﬁt and bank EBITDA is provided in the table below:

Group

2024

£m

Group

2023

£m

Operating proﬁt

133.7

174.5

Exceptional items

7.0

7.3

Share-based payments

9.1

7.8

Transaction and integration related costs

5.9

7.4

Depreciation (excluding depreciation of right-of-use assets)

2.6

3.7

Amortisation of intangible assets

77.1

71.0

Net interest payable on lease liabilities

(1.7)

(2.4)

Proforma EBITDA from acquisitions

0.9

Bank EBITDA

233.7

270.2

Proforma EBITDA from acquisitions relates to EBITDA from acquired businesses earned prior to acquisition during the Group’s FY 2023 year end.

The table below provides a reconcilation between adjusted and statutory measures, along with the impact of each adjusting item:

FY 2024

Statutory

Share-based

payments

Exceptional items

Transaction and

integration related

costs

Amortisation of

acquired

intangibles

Finance costs

Tax impact

Adjusted

Revenue (£m)

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

FY 2023

Statutory

Share-based

payments

Exceptional items

Transaction and

integration related

costs

Amortisation of

acquired

intangibles

Finance costs

Tax impact

Adjusted

Revenue (£m)

788.9

Operating proﬁt (£m)

174.5

7.8

7.3

7.4

59.4

256.4

Net ﬁnance (costs)/income (£m)

(36.4)

1.3

(35.1)

Proﬁt before tax (£m)

138.1

7.8

7.3

7.4

59.4

1.3

221.3

Tax (£m)

(24.7)

0.1

(1.9)

(0.3)

(14.8)

(9.8)

(51.4)

Proﬁt after tax (£m)

113.4

7.9

5.4

7.1

44.6

1.3

(9.8)

169.9

Basic earnings per share (pence)

94.7

6.6

4.5

5.9

37.2

1.1

(8.2)

141.8

Diluted earnings per share (pence)

94.1

6.5

4.5

5.9

36.9

1.1

(8.1)

140.9

174

Future plc

Shareholder

information

Company website

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.

Share price information

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.

Registrar

The Company’s share register is maintained

by Computershare. Shareholders should

contact the Registrar, Computershare, in

connection with changes of address, lost share

certiﬁcates, transfers of shares and bank

mandate forms to enable automated payment

of dividends.

Computershare also has a service to provide

shareholders with online access to details of

their shareholdings. The service is free, secure

and easy to use. To register, please visit www.

investorcentre.co.uk

Dividends

The quickest, most efﬁcient and secure way

to receive your dividends is to have them paid

direct to your bank or building society account.

It saves waiting for the funds to clear and

reduces the paper and postage we use. Using

BACS (Bank Automated Clearing System) we

are able to pay your dividend straight to your

account on the payment date.

The account information you provide will not

be shared with third parties. It will be held by

Computershare as part of your shareholder

account details. Those selecting this method will

receive a tax voucher at their registered address

when the corresponding dividend is paid.

Shareholders wishing to beneﬁt from this

service should register at www.investorcentre.

co.uk or call our Registrars, Computershare

Investor Services PLC, for a form by phone on

0370 707 1443 or by post at Computershare

Investor Services PLC at the address below.

ontacts

Future plc and

Future Publishing

Ltd

Registered ofﬁce

Quay House

The Ambury

Bath BA1 1UA

Tel +44 (0)1225

442244

Future US, Inc.

135 West 41st Street

New York 10036

USA

Tel + 1 212-378-

0400

Future Publishing

Australia Pty Ltd

Level 10

89 York St

North Sydney

NSW 2000

Australia

Tel +61 2 9955 2677

London ofﬁce

121-141 Westbourne

Terrace

Paddington

London W2 6JR

Tel +44 (0)20 7042

4000

Cardiff ofﬁce

Suite 2A Hodge

House

114-116 St Mary St

Cardiff

Wales

CF10 1DY

www.futureplc.com

Registered ofﬁce

Quay House

The Ambury

Bath

BA1 1UA

Auditor

Deloitte LLP

Abbots House

Abbey Street

Reading

RG1 3BD

Solicitor

Simmons &

Simmons LLP

CityPoint

1 Ropemaker St

London

EC2Y 9SS

Principal

clearing bank

HSBC Bank plc

8 Canada Square

London

E14 5HQ

Joint stockbroker &

advisors

Deutsche Numis

Securities Ltd

45 Gresham Street

London

EC2V 7BF

J.P. Morgan

Cazenove

25 Bank Street

London

E14 5JP

Registrar

Computershare

Investor

Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

Event

Date

Annual General Meeting

5 February 2025

Ex dividend date for the FY 2024 ﬁnal dividend

16 January 2025

FY 2024 ﬁnal dividend payment date

11 February 2025

Announcement of the preliminary results for the year ended 30 September 2024

5 December 2024

Financial calendar

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