Future plc
Annual Report
FY 2025
Future plc Annual Report
FY 2025
3
Section Name
Annual Report and Accounts 2025
Contents
Corporate Governance
75
Chair’s introduction
78
Governance framework
80
Board of directors
85 Nomination committee
88
Audit and risk committee
93 Directors’ report
95
Statement of Directors’ responsibilities
96
Directors’ remuneration report
103 Annual report on remuneration
112 Directors’ remuneration policy
Financial Statements
119 Independent auditor’s report
130 Consolidated income statement
130 Consolidated statement of
comprehensive income
131
Consolidated statement of changes in equity
132 Company statement of changes in equity
133 Consolidated balance sheet
134 Company balance sheet
135 Consolidated cash flow statement
136 Notes to the consolidated cash flow statement
137 Material accounting policy information
142
Notes to the financial statements
Shareholder information
179 Shareholder information
Strategic Report
4
Group overview
8
Chair’s statement
11
Our strategy
13
Our business model
14
Chief Executive’s Q&A
16
Key Performance Indicators
18
Operational review
Corporate responsibility
21
Our Future, Our Responsibility
34
Non-financial and sustainability information
statement
36
How we engage with our stakeholders
40
Section 172(1) statement
Financial Review
43
Financial summary
47
Risks and uncertainties
49
FY 2025 principal risks
52
Longer term viability statement
54
Taskforce on Climate-Related
Financial Disclosures
Group
overview
4
Future plc
5
Strategic Report
Annual Report and Accounts 2025
Who we are and our purpose
We connect
people’s
purpose
through the power
of our
brands
,
data
and innovative
products
.
operates c.175 brands in diversified verticals, with market leading positions and three monetisation
frameworks: advertising, eCommerce affiliate (products and price comparison) and Magazines (subscriptions and
newstrade magazine sale). Our content is distributed through a range of formats including websites, email
newsletters, videos, magazines, podcasts and live events.
The successful execution of our strategy is based on a
Our vision:
Future is a
data-first platform
that monetises high audience
engagement powered by
technology
and enabled by trusted
specialist
brands
with authority.
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Group
overview
B2C
(67% of the Group)
B2C encompasses over 150 consumer brands in
content verticals from tech to gaming, sports, fashion
and beauty, homes, entertainment and knowledge.
Brands display their content in a platform-agnostic way
including websites, magazines, subscriptions, events.
B2C brands are monetised through advertising (digital
and print), eCommerce affiliates, events, newstrade and
subscriptions.
Go.Compare
(26% of the Group)
Go.Compare is a price comparison website in the UK and
an insurance wallet app.
61% of the revenue is generated from car insurance, the
remainder from home, travel, van, pet and other insurance
products.
Go.Compare is monetised through its website as people
switch or renew insurance providers and through RNWL,
an insurance wallet app, acquired in
March 2025.
B2B
(7% of the Group)
B2B monetises its hyper-segmented audience through
email newsletters, lead generation, events and webinars
for B2B audiences.
B2B audiences are in verticals ranging from enterprise
technology to education, financial services, food and
beverage.
6
Future plc
B2C
Go.Compare
B2B
Key
Business highlights
Future is organised around 3
businesses and 2 main geographies:
7
%
26
%
67
%
Business
US
UK (including RoW)
Key
64
%
36
%
Geography
92
%
revenue
generated in
the US
100
%
revenue
generated in
the UK
44
%
revenue
generated in
the US
7
Strategic Report
Annual Report and Accounts 2025
570
m
Audience
3.0
m
Offline
users
1.4
m
Circulation
317
m
website
sessions
223
m
Soclal users
158
k
Event
attendees
1.6
m
Subscriptions
250m
Off-platform
users
567
m
Digital
online
sessions/
users
15
m
Email
newsletters
12
m
Apple News
Our diversified audience
FY 2025
FY 2024
Var
Revenue (£m)
739.2
788.2
(6)%
Adjusted EBITDA
(£m)
223.4
239.1
(7)%
Adjusted operating profit (£m)
205.4
222.2
(8)%
Adjusted operating profit margin (%)
28%
28%
flat
Adjusted diluted EPS (p)
123.0
123.9
(1)%
Adjusted Free Cash Flow
(£m)
177.0
222.3
(20)%
Statutory results
FY 2025
FY 2024
Var
Revenue (£m)
739.2
788.2
(6)%
Operating profit (£m)
121.9
133.7
(9)%
Operating profit margin (%)
16%
17%
(1)ppt
Profit before tax (£m)
91.9
103.2
(11)%
Diluted EPS (p)
62.1
66.8
(7)%
Cash generated from operations (£m)
188.3
230.0
(18)%
1
For all definitions, please refer to the APM glossary on page 173
Financial highlights FY 2025 adjusted results
1
Diversified source of
digital online users
Other
Social
Google Discover
Email
Key
Direct
SEO
27
%
47
%
13
%
4
%
2
%
7
%
FY2025
8
Future plc
Dear shareholders,
FY 2025 has been a year of constant change,
across global economies as well as our
ecosystem. Future’s DNA of a growth mindset,
agility and track record of innovation positions
the Group well to withstand such change and
disruption.
Board change
Succession is
top of mind for our Nomination
Committee and the Board regularly reviews
our succession pipeline to ensure we nurture
internal talent. I was therefore delighted to
welcome Kevin Li Ying to the Board on 31
March 2025, following his appointment as
CEO of the Company. With his long track
record of visionary contributions to the
development of Future’s strategy over the
past twenty years and his deep knowledge of
the Group’s business models - from our tech
stack to our audience and revenue streams –
he is perfectly placed to lead the next phase of
Future’s growth.
FY 2025 in review
FY 2025 was a year of change and macro-
economic challenges. The Group delivered
(6)% reported revenue decline of which (3)%
was organic the remainder was attributed to
adverse foreign exchange and brand closures
in B2C and B2B. Notwithstanding the top line
performance, the Group continued to invest in
growth initiatives, whilst maintaining a tight
control over costs, and as a result delivered
flat adjusted operating profit margin
year-on-year despite top line decline: a
testimony of the financial rigour of the Group.
Cash generation remained a strong feature of
the Group, with £188.3m of cash generated.
During the year, the Group returned £99.5m to
shareholders through the annual dividend and
share buyback programmes.
For more detail on the Financial Review, please
go to the section on page 42.
Strategic review
Given the significant and constant technology-
led changes across the eco system in which
Future operates, we regularly review our
strategy to identify changes and pivots that
are needed to lean into areas of opportunity
and to mitigate risks to our business model.
However, our core strategy remains simple and
timeless, creating internal alignment to ensure
flawless execution and agility.
Our audiences remain the lifeblood of our
business model, and central to our purpose.
Expert and trusted content is paramount to
reach audiences, especially with the rise of AI
through generic summarisation and fake news.
However, audiences are not static and how
they consume and engage with our expert
content evolves. Consequently, it is important
to remain platform-agnostic and to produce
content in whatever form users require.
In a disruptive industry, driving revenue from
our audiences requires diversification which,
in turn, delivers sustainability and relevance:
the way we make money today is not the same
as ten years ago and won’t be the same in ten
years’ time. We must continue to create new
revenue streams from new audiences and new
revenue that does not require audience
through leveraging our innovative mindset,
creating new products, targeting growing
adjacencies and new market opportunities
(such as AI).
During the year, the Group has made strong
strategic progress and established a clear
product and initiatives roadmap to build
Future growth. This was showcased to
investors and analysts at an investor webinar
in September 2025. We will closely monitor
these inititaives to ensure that they are driving
value and fostering growth, and where
relevant are creating the platform
amplification effect through replication across
the Group.
In an ever-changing environment, we must
also ensure that the portfolio we operate is fit
for purpose, poised for growth and/or cash
generative. We are unemotional about the
assets that we own and focused on creating
value for stakeholders. Our portfolio is
regularly reviewed against criteria including
growth profile, profitability, cash generation,
and strategic opportunities. Assets that are no
longer fit for purpose are closed or disposed
of.
For more detail on the strategy, please go to
the section on page 11.
Capital allocation
Our capital allocation framework is focused on
five priorities (organic growth, bolt-ons,
strategic M&A, dividend and return to
shareholders), the order of which is
continuously reviewed by the Board in light of
market conditions to ensure we maximise
returns.
Given current conditions, strategic
acquisitions are challenging and therefore are
not an immediate priority. During the year, the
Group added skills and capabilities through
two bolt-ons, one for B2C and one for Go.
Compare. We believe these bolt-ons will fast
Delivering on
today, whilst
building for
tomorrow
Chair’s statement
Group
overview
9
Strategic Report
Annual Report and Accounts 2025
track our growth initiatives in audience
engagement. The Group is making good
progress on delivering value from these
acquisitions.
During the year, following careful
assessment, the Board concluded that
shareholder returns through dividend and
share buybacks continued to be the
optimal use of cash.
In addition, the Board reviewed our
dividend policy. In light of market
conditions and the Group’s strong cash
generation ability, the Board is proposing
to increase its dividend to 17p per share,
reflecting the Board’s confidence in the
Group long-term trajectory and the
commitment to deliver returns to
shareholders in addition to the new share
buyback of £30m approved by the Board
on 3 December 2025.
For more detail on our capital allocation,
please go to the section on page 12.
A responsible business
Acting as a responsible business is at the
core of our values, and we seek to create a
culture which nurtures talent across the
whole organisation. During the year,
engagement with Future’s corporate
sustainability and ESG strategy jumped by
24 ppt, reflecting growing awareness and
support among employees. This is a result
of the ongoing work we are doing to
reduce our carbon emissions and the
carbon literacy training we have delivered,
and our commitment to inclusion through
the launch of our first three employee
networks.
For more information, please go to our
Responsibility section on page 20.
Chair succession and diversity
Today, we have also announced that I will
be stepping down from my role as Chair
with effect from the conclusion of the
Annual General Meeting in February 2026. I
joined the Board in December 2017, taking
up the role of Chair in February 2018.
I’m delighted that, following a thorough
process, the Board has selected Mark
Brooker, currently the Company’s Senior
Independent Director and Chair of the
Remuneration Committee, to take on the
role of Chair once I step down in February.
Mark has been on the Board since October
2020 and his knowledge of the business,
and data and platform businesses more
widely, will be of real value. At the same time,
Alan Newman will take on the role of Senior
Independent Director and Angela Seymour-
Jackson will become Chair of the
Remuneration Committee.
The Board D&I Policy, adopted in 2023 was
reviewed in September 2025. Whilst the
policy is still fit for purpose, we had not
achieved all the objectives we set ourselves as
a Board by the dates we originally set and we
have therefore extended some of those dates.
The Board remains fully committed to
meeting its own diversity targets and has
asked Spencer Stuart to consider and advise
the Nomination Committee on priorities for
ongoing refreshment of the Board over the
next two to three years, in order to ensure that
it has the skills, expertise and capabilities it
needs to support Future’s strategic direction
and continued evolution. Diversity of the
Board will be a key consideration of this
activity. As a consequence, we have updated
our Board D&I Policy to reflect the fact that
we will aim to achieve the first and second
objectives of the policy by the end of 2026.
For more information about our Board, please
go to the Governance section on page 74.
Looking forward
Whilst the current macroeconomic conditions
continue to be challenging for consumers and
businesses, I am confident that Future’s
resilient and agile business model, powered by
innovation, has the ability to come out of this
cycle stronger.
We are already building capabilities to
capitalise on future opportunities through the
strength of our brands, the quality of our
content, and the innovation and data that will
drive new products. This is all whilst
maintaining the Group’s strong financial
characteristics of healthy margin and high
cash conversion and deploying our capital
The leadership
team has shaped
the Group to best
position it for the
next chapter of its
story
optimally to enhance value creation.
I have greatly enjoyed my time as Chair,
supporting the leadership team as they
have shaped the Group to best position it
for the next chapter of its story. Future is a
fantastic business, filled with talented
teams across the organization and, with
Mark bringing new expertise and
experience as Chair, I am confident the
Group will deliver long-term value for
stakeholders.
To conclude, I would like to thank all my
Future colleagues, past and present and in
every part of the business, for their hard
work, professionalism, commitment and
passion for the Future cause during my
time on the Board, as well as shareholders
for their continued and valuable support.
With best wishes
Richard
Richard Huntingford,
Chair
3 December 2025
10
Future plc
11
Strategic Report
Annual Report and Accounts 2025
Our strategy
Our strategy is simple, creating internal
alignment
to ensure flawless
execution
and
agility,
allowing us to pivot and lean into areas of opportunity in an ever changing ecosystem:
it is
timeless.
Our strategy is broken down into three objectives:
WHY
In an ever-changing environment, we
ensure that the portfolio we operate is fit
for purpose, poised for growth and/or cash
generative. We are unemotional about the
assets that we own and therefore focused
on creating value for stakeholders.
HOW
Our portfolio is regularly reviewed against
criteria including growth profile, profitability,
cash generation, and strategic opportunities.
Assets that are no longer fit for purpose are
closed.
Additionally, and in line with our capital
allocation (see more on this on page 12), we
aim to accelerate our strategic initiatives
through acquisitions. We assess these
against strict financial hurdles to ensure
the strategic fit is matched with financial
metrics.
HOW WE MEASURE SUCCESS
Revenue growth
Number of acquisitions completed
WHY
In a disruptive industry, diversification is a
synonym for sustainability and relevance:
the way we make money today is not the
same as ten years ago and won’t be the
same in ten years time. We must continue
to create new revenue streams from new
audiences and new revenue that does not
require audience.
HOW
By leveraging our innovative mindset,
creating new products, targeting growing
adjacencies and market opportunities
such as artificial intelligence (AI).
HOW WE MEASURE SUCCESS
This section is likely to evolve as new
products and or revenue streams emerge.
% direct advertising out of total
advertising
Subscriptions revenue performance
Non-car insurance revenue
Net new B2B clients
AUDIENCE
(Reach & attract)
MONETISATION
(Diversify & grow)
PORTFOLIO
(Optimise)
WHY
Our audiences are the lifeblood of our
business model, central to our purpose.
Our business is a function of audience and
monetisation, so attracting audiences is
essential to drive sustainable growth.
HOW
Expert and trusted content
is paramount
to reach audiences. Especially with the
rise of AI through generic summarisation
and fake news, producing quality, expert
and trustworthy content is of the utmost
importance. This is also how we reinforce
the quality of our brands, making them go-to
for their area of expertise, making them
influential across platforms including on
large language models (LLMs).
Audience diversification
: audiences are
not static. How they consume and engage
with our expert content evolves. As a result
it is paramount to remain platform-agnostic
and produce content in whichever form
users would like to consume. This is about
understanding the users, and providing them
with a valuable
proposition, which is why
we continually look at ways to diversify our
audience sources to ensure sustainability.
HOW WE MEASURE SUCCESS
Audience reach is measured by adding all
our sources of audience: Online sessions +
average subscriptions (weekly and monthly)
in the month + monthly average newstrade
circulation + monthly average Apple News
users + social followers + event attendees for
the year + monthly newsletter subscribers
end of year. See page 16 for the track record.
Audience engagement is measured through
page views per sessions.
Audience diversification is measured by
online sessions as a % of total audience and
SEO % of source of online sessions.
1
2
3
12
Future plc
SmartBrief, part of Future B2B,
launched Ad Genie, a proprietary
AI-powered creative generation tool designed to help advertisers
and agencies significantly boost the performance of their B2B
campaigns. Leveraging insights from millions of B2B email
advertisements delivered annually, Ad Genie is purpose-built for
B2B marketing performance and enables the rapid creation of
alternate versions of existing native creatives. Each iteration of the
language model incorporates the latest trends, ensuring
advertisers benefit from continuous improvements. This allows
marketers to test, optimize, and scale campaigns with
unprecedented efficiency.
The key benefits of Ad Genie include:
• Ad Genie creatives have outperformed original creatives by an
average of 42%
• Campaigns running multiple creative versions outperform
single-version campaigns by 54%
• All AI-generated outputs are reviewed and approved by
SmartBrief’s expert Ad Operations team before delivery
• Advertisers and agencies can edit and approve alternate creatives
prior to deployment
• No additional costs for using Ad Genie - completely optional for
partners
The global creator economy is estimated to be worth approximately
$250bn today, and is predicted it could be nearly double that by
2027. We are moving to capture that value instead of competing
with it through the launch of Collab.
We have something that all the creators want: trusted brands, with
reach, that are valued by creators as a tool to raise their profile,
credibility and reach and a strong tech stack with diverse
monetisation routes (ad stack, our eCommerce engine and our
digital subscription capabilities). Collab provides vetted content
creators with the tools to publish multi-media content through our
CMS, supported by our full monetisation capabilities .
This delivers against a number of our outcomes:
• Trusted, vetted creators will allow us to reach new audiences &
new demographics, without Google.
• We’ll deepen engagement, growing the breadth and depth of
our content
• And doing this through revenue share allows us to make content
scalable, in a cost effective way
• We also then have an always-on pipeline of content, newness, and
talent that allows our brands to test, learn, and evolve more
effectively and efficiently than ever.
Collab is currently live on a number of brands such as Marie Claire,
WhoWhatWear, Kiplinger, Ideal Homes, PC Gamer, etc.
CASE
STUDY 1
CASE
STUDY 2
Our capital allocation
Rigorous assessment to maximise value creation between
Strong cash generation gives optionality to accelerate the strategy
Maintain strong balance sheet with floor leverage of 1x
Organic
Investment
(capex ~3%
of revenue)
Bolt-ons
Vertical Leadership
Technology & Product
Skill & Capability
Strategic
M&A
Continuous review
and will remain opportunistic
Dividends
Annual progressive
dividend
Share
buybacks
The Group will return excess
free cash to shareholders
Case studies
Ad Genie
The diagram above depicts our capital
allocation framework, showing the hierarchy
of priorities we consider to deploy our capital.
We review this regularly to ensure it remains
appropriate in current market conditions.
First, the Group is
highly cash generative
with
~95% of adjusted free cash flow conversion
to adjusted operating profit.
• Our primary focus is on
organic growth
as a
priority, re-investing into the business with
capex planned at ~3% of revenue. Where
appropriate, we then leverage our strong
cash flows to create value through M&A.
• Future adopts a disciplined and rigorous
approach to
bolt-on acquisitions
and will
only pursue an acquisition where there is
a compelling rationale, i.e. the acquisition
has to offer either (1) diversification across
new verticals, (2) new products, or (3) new
technology, skills or capabilities.
• We believe that
strategic M&A
can be a
great long-term value creation opportunity
for shareholders. It remains a core
strategic lever going forward. However, in
current market conditions, strategic M&A
box is not an immediate focus.
• Our next priority is returning cash to
shareholders. We have announced our
proposal to increase the current
dividend
to 17.0p, a 5x increase, reflecting a dividend
yield in line with market average and a
testament to the Group’s confidence in the
long-term.
• Finally, in order to maintain a minimum
leverage of one time, any excess cash
will be returned to shareholders through
share buybacks
. At the beginning of
2025, we completed our second share
buyback programme, followed by a third
programme which completed in July and
a fourth programme of up to £55m which
is currently underway, totalling £99.5m
returned to shareholders during the year
(buybacks and dividend). The Board keeps
the programme under review against our
capital allocation priorities.
• Going forward, we will continue to follow
this framework, reviewing priorities in
light of market conditions to maximise our
opportunities.
13
Strategic Report
Annual Report and Accounts 2025
Our business model:
Creating value for all stakeholders
A data platform business
A dynamic business model that accelerates the platform effect
All great platforms have four
characteristics in common:
1.
Connector: we connect our audience or
clients through our ~175 authoritative and
trusted brands;
2.
Data-first: each month we collect over 1 trillion
of data points. Whilst we currently use our data
to make informed decision on content or ads
campaigns, there is much more to go for;
3.
Scalable: our tech and back office functions are
don’t need to grow in line with revenue;
4.
The platform effect: we apply everything
we do to our entire portfolio of ~175 brands,
driving cross-pollination between products
and/or brands.
Content
Products
Growth
Mindset
Innovation
Agility &
Execution
Talented
People
Brands
Data &
Tech stack
Revenue
Growth
Engaged
People
Free Cash
Flow
OUTPUTS
THE
PLATFORM
EFFECT
DNA
ASSETS
OUTCOME
Our business model
1
Connecting through brands
2
Data-first
3
Scalable
4
The platform effect
Revenues
Brands
Audiences
Engagement
Data &
Insights
D
I
V
E
R
S
I
F
I
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D
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X
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&
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It all starts with our
DNA
: this is how we do
things, it’s at the core of how we operate.
• Growth mindset: we believe that we can
grow, not necessarily in the same way that
we have grown in the past. We re-imagine
our ways of working and our customer
value propositions
• Innovation: we must think differently and
perfect products through iterations
• Agility & execution: without agility, a
growth mindset and innovation are
pointless: we need to pivot quickly in areas
of opportunity and maintain a rigorous
focus on execution and delivery at pace
The Group has been built over the years by
leveraging and perfecting its
assets
• We have talented, innovative people
that live and breathe our DNA ensuring
alignment
• We have fantastic brands that our
audience go to for their expertise and
trust: from Go.Compare to WhoWhatWear
to TechRadar to GamesRadar to
LiveScience
• Our tech stack is unique, proprietary,
unified across our ecosystem and
continuously enhanced
The combination of our DNA and our assets
creates products and content
that support
the delivery of our
strategic pillars.
By executing on our strategy we drive the
platform effect.
The Platform Effect is
about value creation where 1+1= 3 or 4.
The Platform Effect (in the diagram below)
is all about driving audiences and using
our tech stack to monetise it effectively,
through new products, creating scale and
operating leverage, capturing data along the
way, reinforcing the value of our audience
and products, creating a flywheel.
Kevin, this is your first few months as CEO,
after 20 years in the Group: first
impressions?
Before answering the question and on behalf
of the Board, I would like to extend our thanks
to Richard for his leadership over the past
eight years. Richard has brought a wealth of
knowledge, oversight and dedication to the
Group. I’m delighted that Mark will take on the
role of Chair. His knowledge of the business,
and data and platform businesses more
widely, will be of real value.
Back to your question, I want to start by saying
how honoured I am to be CEO for Future - a
Group I have worked for 20 years.
I continue to be impressed by the talent we
have, the quality of our brands, the scalability
of our tech and the opportunities we can
capitalise on.
What changes have you made since you’ve
been in the CEO seat?
I think it is more about bringing in my way of
working rather than wholesale changes. What
was imperative for me when I took on the role,
was to roll out my governance framework: this
is key for accountability, pace, cadence of
meetings and deliverables. In other words this
is my way of running the Group and ensuring
we are laser-focused on execution.
After 20 years at Future, I am leveraging my
knowledge of the Group to drive strategic
initiatives. It is all about innovation through
data and products and achieving that
innovation at pace - speed matters in an
ever-changing environment.
Could you summarise the performance for
FY 2025 for you?
I have been CEO for the last six months of the
financial year. The macroeconomic backdrop
has not been easy, but this is the same for all.
So I have leaned into my strengths of being a
strong operator with tech expertise: it is
about delivering on today whilst building
for tomorrow.
Being in organic decline is disappointing, but
we have made difficult decisions during the
year to better position the portfolio and I am
very pleased with the strategic roadmap we
have: it is starting to show greenshoots. We
have been rigorous on costs
whilst investing
for growth and it is pleasing to see margin
being flat year-on-year despite top line
decline. We continue to generate good cash as
well which has been spent wisely by
completing two bolt-on acquisitions - which
have been very additive to the Group - and
returning £99.5m to shareholders.
What has been the biggest challenge and
opportunity in your first few months?
Some might think that the biggest challenge is
macro - the macro environment can be a
tailwind or a headwind, but it’s outside our
control. My philosophy is to focus on what we
can control instead.
The biggest challenge for me is pace, it always
has been. Our ecosystem is moving faster
than ever and remaining relevant requires
pace and agility.
It’s hard to say what the biggest opportunity
is, there are so many from leveraging our
brands, to creating new routes of
monetisation. Where I stand today, leveraging
our rich first-party data is the biggest
opportunity: we have an extensive amount of
data from Go.Compare and from customer
behaviours on our sites.
You refer to Future as a platform business:
what does this mean and why is it valuable?
Platforms display four characteristics: 1. they
are connectors: we use our brands and
content to connect with our audience or
customers. 2. they are scalable: at Future we
have a unique and proprietary tech stack,
centers of excellence that are leveraged
across brands and revenue streams, effective
back office functions. 3. They are data-driven:
we have billions of rich, valuable, first-party
data points that we are not leveraging as much
as we should but we are on it. 4. the platform
effect: this is about value creation, making 1
I continue to be
impressed by the
talent we have, the
quality of our
brands, the
scalability of our
tech and the
opportunities we
can capitalise on
14
Future plc
Chief Executive’s Q&A
and 1 adding to 3, doing things once and
applying it across the Group. I strongly believe
platforms are valuable because of the last
point and how they create sustainable value.
At the HY results, you talked about the Future
DNA: why is this important for you? You are
the former CTO of the Group: how important
is innovation for you in your new role?
It’s the genesis of the Group, its raison d’être.
This is also the reason why we have a 40-year
history, why the Group has reinvented itself
over time. Importantly, our past combined with
our DNA is the reason to believe that the Group
will remain relevant in the years to come.
Additionally, this is how as a Group we all
behave, innovation drives us, it creates the
glue between our people.
Of course, as the former CTO, I do have a bias
towards tech and innovation - which is a good
thing! I like products and innovation for two
reasons. First, it creates new revenue streams
or improves the effectiveness of existing
revenue streams, aligned to our strategic pillar
of monetisation. Second, our tech and
products are scalable: we create something
once and apply it across our portfolio, creating
operating leverage. These factors are how we
create our future.
What does success look like?
In terms of output, very simply put: revenue
growth. However, not any revenue growth,
sustainable and profitable growth,
accompanied by engaged, talented people
that deliver on today whilst building for
tomorrow. And all the while maintaining our
financial characteristics of high margin and
cash conversion.
What will be your key focus for FY 2026?
Three things: 1. Do the basics well, to drive
efficiency; 2. Build our future through
leveraging data, new products and innovation
to deliver current and future growth and 3.
Execute flawlessly.
Kevin Li Ying
Chiel Executive Officer
3 December 2025
Sustainable and
profitable growth,
accompanied by
engaged, talented
people that deliver
on today whilst
building for
tomorrow
15
Strategic Report
Annual Report and Accounts 2025
16
Future plc
Key performance indicators (KPIs)
Audience (m)
Revenue (£m)
Organic Revenue Growth (%)
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
0
200
400
600
800
0
300
600
900
+0%
+5%
+10%
+15%
+20%
+25%
606
570
788.9
788.2
739.2
(10)%
(3)%
+1%
825.4
+2%
606.8
+23%
Overall audience declined by (6)% in the year driven by a decline in on-platform sessions.
We changed our on-platform measure from online users to online sessions in FY 2024.
Online sessions+ average subscriptions (weekly and monthly) in the month + monthly
average newstrade circulation + average monthly Apple News users + social followers + event
attendees for the year + monthly newsletter subscribers end of year.
Revenue was down (6)% in FY 2025, with (3)% organic decline combined with unfavourable
foreign exchange translation and portfolio change. On a CAGR basis, revenue has grown by
+5% since FY 2021.
Organic revenue decreased by (3)% in FY 2025 mainly driven by decline in B2C Media
combined with Go.Compare and B2B. Average organic growth between FY 2021 and FY 2025
was +3%
Our strategy is measured by a set of financial and non-financial KPIs.
For all definitions, please refer to the APM glossary on page 173.
Adjusted EBITDA (£m)
FY2025
FY2024
FY2023
FY2022
FY2021
0
100
200
300
276.8
239.1
223.4
293.8
214.9
Adjusted EBITDA decline of (7)% due to investment to support future growth combined with
inflation on our cost base and adverse foreign exchange translation. On a CAGR basis, adjusted
EBITDA has increased by +1% since FY 2021.
Operating profit (£m)
FY2025
FY2024
FY2023
FY2022
FY2021
0
50
150
200
174.5
133.7
121.9
188.6
115.3
Operating profit of £121.9m declined by (9)% due to the impact of the revenue decline
combined with inflation on our cost base and adverse foreign exchange translation. On a CAGR
basis, operating profit has grown by +1%, since FY 2021.
17
Strategic Report
Annual Report and Accounts 2025
Adjusted free cash flow (£m)
Leverage (x)
Employee Engagement (%)
Adjusted EBITDA margin (%)
Adjusted diluted earnings per share (p)
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
0
100
200
300
0.0
0.5
1.0
1.5
0
25
50
75
100
0
10
20
30
40
0
50
100
150
200
30
30
140.9
123.9
123.0
253.2
222.3
177.0
68.9
73.5
74.4
35
163.5
267.2
131.9
199.3
1.3
1.1
1.5
0.8
40
Strong cash generation is a feature of the Group, Adjusted FCF of £177.0m represents 86% of
adjusted operating profit (FY 2024: 100%). FY 2025 performance has been impacted by one-off
tax payment combined with the payment of the prior year bonus. Excluding these, conversion
was 96%.
Our strong cash generation enables a strong balance sheet with high returns to shareholders,
having returned £99.5m to shareholders in FY 2025. Leverage at September 2025 was 1.3x (FY
2024: 1.1x) with net debt excluding lease liability of £276.4m (FY 2024: £256.5m)
Employee engagement is an important metric for the Group as our biggest assets are our
people and having an engaged workforce is paramount. In FY 2025, we have improved our
engagement score by +90bps to 74.4% (FY 2024: 73.5%).
Margin is stable year-on-year, demonstrating our ability to manage costs with declining
revenue.
Adjusted diluted EPS declined by (1)% in the year driven by operating profit, partially offset by
the favourable impact of the execution of share buyback programmes.
On a CAGR basis, adjusted diluted EPS has declined by (2)% since FY 2020.
36
1.3
18
Future plc
Review of the performance
FY2025
FY2024
Organic
Change
(%)
Digital ads & other media (£m)
169.5
183.5
(3)%
eCommerce (£m)
76.7
83.9
(6)%
MEDIA (£m)
246.2
267.4
(4)%
Subscriptions (£m)
122.2
129.0
(2)%
Other magazines (£m)
125.0
126.7
+2%
MAGAZINES (£m)
247.2
255.7
flat
REVENUE (£m)
493.4
523.1
(2)%
KPIs
FY2025
FY2024
Change
(%)
Online sessions (m)
317
353
(10)%
Social followers (m)
223
221
+1%
Subscribers (m)
1.6
1.7
(6)%
Digital revenue per session (£/’000)
690
676
+2%
% direct digital ads of total digital
ads
68%
65%
+3ppt
Subscription revenue performance
(£m)
122.2
129.0
(2)% organic
Revenue
FY2025
FY2024
Change
(%)
Revenue (£m)
493.4
523.1
(6)%
Gross contribution (£m)
365.6
383.0
(5)%
Gross contribution (%)
74%
73%
+1ppt
SME & overheads (£m)
237.1
244.6
+3%
EBITDA (£m)
128.5
138.4
(7)%
EBITDA (%)
26%
26%
flat
Revenue profile (FY 2025)
Digital ads
Other media
Affiliates eCommerce
Subscriptions
Other
magazines
Key
B2C
A leading publisher of over 150 brands
• monetising audience through advertising, affiliate
commissions and magazines
• operating in growing markets
• with opportunity to accelerate through the execution
of the US strategy
56
%
UK
50
%
Media
29%
25%
16%
25%
5%
Operational review
19
Strategic Report
Annual Report and Accounts 2025
Review of the performance
FY2025
FY2024
Change
(%)
Car insurance revenue (£m)
117.6
130.1
(10)%
Non-car insurance revenue (£m)
74.2
72.6
+3%
Revenue (£m)
191.8
202.7
(5)%
Gross contribution (£m)
129.8
130.6
(1)%
Gross contribution (%)
68%
64%
+4ppt
SME & overheads (£m)
49.4
46.6
(6)%
EBITDA (£m)
80.4
84.0
(4)%
EBITDA (%)
42%
41%
+1ppt
Review of the performance
FY2025
FY2024
Change
(%)
Digital advertising (£m)
32.0
36.2
(9)% organic
Other revenue (£m)
22.0
26.1
(10)% organic
Revenue (£m)
54.0
62.4
(9)% organic
Gross contribution (£m)
43.3
49.1
(12)%
Gross contribution (%)
80%
79%
+1ppt
SME & overheads (£m)
28.8
32.4
+11%
EBITDA (£m)
14.5
16.7
(13)%
EBITDA (%)
27%
27%
flat
KPIs
FY2025
FY2024
Change
(%)
Car quotes (m)
16.3
19.8
(18)%
Non-car insurance revenue (£m)
74.2
72.6
+3%
KPIs
FY2025
FY2024
Change
(%)
Email newsletter subscribers (m)
6.0m
6.3m
(5)%
Number of webinars
528
512
+3%
Net new clients
(137)
(11)
n/a
Revenue profile (FY 2025)
Revenue profile (FY 2025)
Car insurance
Other insurance
Key
Digital ads (newsletters)
Other revenue (Demand
gen, webinars, events,
magazines)
Key
Go.Compare
B2B
A leading UK price comparison website with very
strong brand recognition
• focusing on insurance (mainly car)
• operating in attractive underlying markets
• with further opportunities for growth through
diversification and enhanced customer proposition
A B2B Business
• monetising audience through newsletters (ads),
webinars, lead generation, events and magazines
• operating in growing markets
• with opportunity to accelerate through selling a unified
product portfolio
100
%
UK
92
%
US
61
%
Car
insurance
93
%
Media
61%
39%
59%
41%
20
Future plc
21
Our Future, Our Responsibility
34
Non-financial and sustainability
information statement
36
How we engage
with our stakeholders
40
Section 172(1) Statement
Corporate
Responsibility
21
Corporate Responsibility
Annual Report and Accounts 2025
At Future, we operate as a responsible
business, driven by our clear purpose, values
and culture.
Our corporate strategy is formulated to drive
both returns and sustainability for the long
term; as a consequence, Environment, Social
and Governance (ESG) is always at the heart of
what we do.
We are committed to using our scale and
reach to make a positive societal impact and
inspire change, in line with our purpose. We
also aim to play our part in building a
sustainable future for all our communities and
our planet.
Our Responsibility Strategy, titled ‘Our Future,
Our Responsibility’, is centred around four
pillars that we know are important to our
employees and audiences: climate, culture,
community and content.
While we are driven by the desire for actions
that make a difference, we are mindful of the
importance of accountability and
transparency, as well as the benefits a
framework can provide in this regard. We
adopted the UN’s Sustainable Development
Goals (SDGs) as a guide for our objectives, and
in FY 2024, we signed the UN’s SDG
Publishers Compact as part of our aspiration
to act as champions of the UN SDGs. As
signatories to the SDG Publishers Compact,
we are committed to publicly stating our
policies and targets regarding climate action
(SDG 13), as well as actively creating and
promoting content that advocates for themes
represented by the SDGs, such as equality and
sustainability.
We have also signed the Professional
Publishers Association (PPA) Action Net Zero
Pathway, which focuses on reducing
emissions from our own operations,
influencing our value chain through
quantifying supply chain emissions and the
creation of content that drives behavior
change, and promoting genuine and impactful
sustainable solutions with the intention of
beating the rise of greenwashing. Due to our
considerable presence in the Events Industry,
we are also signatories of the Net Zero Carbon
Pledge for the Events Industry, through which
we have committed to publishing our
organisation’s pathway to net zero, measuring
our Scope 1-3 emissions according to best
practice, collaborating with suppliers to drive
change across our value chain, and reporting
on our progress at least every other year.
This year, we signed the Responsible Media
Forum’s Media Climate Pact, commiting to
maintaining science-based targets aligned
with climate science, and to helping drive
behaviour change towards climate-friendly
lifestyles through our content.
In this section, you will find a description of our
Responsibility Strategy and a deep dive on
each of the four pillars, to report on what we
have achieved in FY 2025 and our objectives
for FY 2026. You will also find our update on
S172, our carbon efficiency reporting and our
non-financial and sustainability information
statement.
Our focuses in FY 2025, by pillar, were:
Pillar 1: Climate
• Reducing our carbon emissions, particularly
from digital and print activities, in line with
our emission reduction targets.
• Working to embed sustainability within our
business culture through the rollout of
certified Carbon Literacy Training.
• Improving our data collection methodology
for Scope 3 emissions.
Pillar 2: Culture
• Launching our first phase of Employee
Networks (Women of Future, LGBTQIA+
Space & The Cultural Collective).
• Increasing our face-to-face training offering
with new topics and launching our new online
learning platform, Dayforce Learning.
• Improving our engagement score, assessed
through our Annual Employee Engagement
Survey.
Pillar 3: Community
• Encouraging an increase in volunteering
within the business through our newly
updated Charity & Social Impact Policy.
• Supporting our Office Community Teams in
their social impact and fundraising
endeavours.
Pillar 4: Content
• Continuing to be industry leaders in
sustainability content.
• Celebrating the positive impact made by our
content through our awards programme.
• Continuing to prioritise editorial standards,
setting boundaries for the use of AI within
our editorial workflow.
Corporate
Responsibility
Our Future, Our Responsibility
Climate
Culture
Community
Content
Responsibility Committee
Ensuring governance of our Responsibility
Strategy is critical. Consequently, we
created a new Board Committee in 2021,
with the mandate to ensure board-level
oversight of our Responsibility Strategy,
monitoring, and approving the output. The
Audit and Risk Committee has oversight of
all ESG financial disclosures and works in
tandem with the Responsibility
Committee.
Members
Since
Ivana Kirkbride
2024
Meredith Amdur
2021
Angela Seymour-Jackson
2021
Sharjeel Suleman
2025
Kevin Li Ying
2025
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
against 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
22
Future plc
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.
Our priorities are to reduce
our carbon emissions across
the business, avoid the use of
single-use plastics, minimise
waste and influence partners
within our supply chain to
reduce their carbon emissions
where possible.
Pillar 2: Culture
We invest in our employee
experience, championing
Diversity, Equity & Inclusion
(DE&I) and creating
development opportunities
for all.
This pillar focuses on
implementing our DE&I
strategy, providing learning and
development opportunities,
employee well-being, and
acting on feedback from our
Annual Employee Engagement
Survey.
Pillar 3: Community
It’s important to us that the
effects we have on our local
communities are positive
and that we build meaningful
connections with local charities
and educational institutions.
This pillar is the home for our
Charity & Social Impact strategy,
and consequently any fundraising
initiatives spearheaded by the
brilliant community teams across
our organisation.
Pillar 4: Content
Leading with purpose, we
drive change for the better and
support our editorial teams to
produce responsible content for
their diverse audiences.
This pillar brings together
senior colleagues from across
our editorial function, who drive
forward sustainability initiatives
within our brands and champion
best practices.
Our 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
embracing experimentation to find better ways of doing things.
Passionate
Resourceful
Collaborative
Results Driven
Innovative
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.
Our four pillars
The ‘Our Future, Our Responsibility’ Strategy is organised into the
following pillars to enhance the efficiency of our working groups and
ensure our strategy is clear and precise.
23
Corporate Responsibility
Annual Report and Accounts 2025
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.
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 we ensure our business is
sustainable, from responsibly sourcing paper to
our responsible travel policies, and we also
have brands at the forefront of the
sustainability narrative. You can find more
information on the importance of sustainability
within Future content on page 33.
Our Climate Action Goals
Future is committed to reducing our overall
greenhouse gas (GHG) emissions by 42% by FY
2030, and by 90% by 2050, across Scopes 1, 2
and 3.
Progress against these targets is
measured compared to our baseline emissions
data associated with FY 2022.
Our short and long term greenhouse gas (GHG)
emission reduction targets have been
developed with reference to the Science-based
Targets initiative (SBTi) Corporate Net-Zero
Standard. This standard defines corporate
net-zero as ‘reducing Scope 1, 2 and 3
emissions to zero or a residual level consistent
with reaching net zero emissions at the global
or sector level, in eligible 1.5°C-aligned
pathways’, and ‘permanently neutralising any
residual emissions at the net zero target year,
and any GHG emissions released into the
atmosphere thereafter’. In light of the draft
SBTi Corporate Net Zero Standard update
released in March 2025, Future has chosen to
delay submitting its current targets for
validation. While the core framework is
unchanged, requirements relating to when
targets must be refreshed following structural
changes and/or as part of an ongoing validation
cycle are still awaiting confirmation. Our focus
remains on achieving real emission reductions
while the final standard is completed.
Our Climate Pillar Working Group
Following the establishment of our Climate
Pillar Working Group and the development of a
foundational carbon reduction pathway in FY
2024, the working group has prioritised three
key areas of focus this year:
• Continuing to reduce our digital impact,
building on our partnership with Scope3
(see
below) and implementing reduction
strategies across our programmatic
advertising supply chain.
• Reducing waste from our physical supply
chain, utilising our proprietary forecasting
technologies to reduce the volume of unsold
magazines.
• Launching our supplier engagement
programme to build a responsible supply
network which aligns with our own
environmental standards.
Reducing our Digital Impact
In FY 2023, we began partnering with Scope3,
a specialist technology platform that enables
detailed and accurate analysis of greenhouse
gas (GHG) emissions across the lifecycle of
digital advertising. This collaboration provided
us with greater visibility into the emissions
generated by our digital media activity and
helped identify areas for targeted reduction.
Based on these insights, we implemented a
series of measures to reduce our digital
footprint:
• Streamlined the number of third-party
resellers used by our direct advertising
partners.
• Transitioned from an externally managed
service wrapper to our own pre-bid managed
solution.
• We are reducing low-performing partners
where the emissions impact outweighs
revenue contribution.
These changes led to a 36% year-on-year
reduction in emissions from our digital
operations between FY 2022 (58,578 tCO2e)
and FY 2023 (37,616 tCO2e). We are thrilled
to report a further reduction of 76%
year-on-year between FY 2023 and FY 2024
(9,074 tCO2e). Note that our value chain
emissions are reported one year in arrears.
This achievement underscores the
effectiveness of our continued optimisation
efforts between FY 2023 and FY 2024.
A significant initiative in FY 2025 has been the
rollout of Advisor, our proprietary in-house
recommendations solution, which has replaced
a third-party solution. The introduction of
Advisor has eliminated the need for URL-level
crawling tools used to collect audience
engagement data, such as clicks and
impressions. This process previously required
high energy usage. The full emissions impact
will be reported with our FY 2025 Scope 3 data
in next year’s annual report.
Natural Resources: Sourcing Paper
Paper is the largest raw material we use as a
group: we’re committed to ensuring our
consumption remains ethically and
environmentally responsible. Our paper is
sourced and produced from sustainable,
managed forests, conforming to strict
environmental and socio-economic standards.
Our paper mills and paper merchants all hold
full FSC (Forest Stewardship Council)
certification and accreditation, showing our
commitment to sourcing paper supplies from
sustainable sources.
Packaging
At Future, we always look to avoid the use of
single-use plastic in our packaging: our UK
subscription copies are all mailed in paper
wrap, along with the majority of promotional
packs, to the retail newstand. Future is
compliant with obligations set out under the
Producer Responsibility Obligations (Packaging
Waste) Regulations. We conduct an annual
packaging waste audit to declare our
packaging waste volumes and offset them by
purchasing Packaging Waste Recovery Notes.
Recycling logos are also included on the
24
Future plc
wrapping of our products, displaying the latest
information available on the recyclability of the
wrappers and directing customers to recycle
the bags at local supermarkets.
Recycling and waste management in
the office
All of our offices have clearly defined
communal waste and recycling areas. Our
in-office signage for employees ensures we all
play an active part in recycling. We have
separate general waste, mixed recycling and
food waste bins in all of our offices. We work
with our waste provider to complete quarterly
reporting, which helps trace waste usage more
efficiently and monitor progress on reducing
waste that is sent to landfill. The data below
refers only to recycling and waste from our
offices. Any waste generated throughout our
value chain is included in the Category 5
(Waste) section of our Scope 3 report (page
26).
FY 2022
FY 2023
FY 2024
FY 2025
Total
waste
(tonnes per
year)
32
24
17.64
16.63
Total
recycled
(tonnes per
year)
21
(65.63%)
15.8
(65.83%)
10.99
(62.3%)
10.03
(60.32%)
Locations
3 PY
3 PY
4 PY
3 PY
Reducing Waste
The Group is strongly incentivised to minimise
the number of unsold magazines, and we
employ sophisticated techniques to help
achieve this.
In FY 2024, we launched our proprietary
forecasting technology, APEX. This gives us
precise visibility of volumes sold by store, with
each store receiving a bespoke allocation by
brand based on the national sales forecast and
their sales history by issue. APEX has
facilitated an improvement in the quality of our
allocations and, consequently, allowed us to
reduce Future’s environmental impact from
waste in the following two ways:
• 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.
In FY 2024, we were able to save 9 million
copies (across Future’s own brands and
Marketforce’s external client brands) from
becoming unsold waste. We are pleased to
report that within FY 2025, there were
approximately 2.5 million less unsolds
compared to FY24 and the overall efficiency
levels were the highest achieved.
Furthermore, in the UK, we support the PPA’s
(Professional Publishers Association) voluntary
Recycling Deal with the British Government,
encouraging readers to recycle their magazines
after use. We are full members of the OPRL
(On-Pack-Recycling-Label) Scheme, which
provides complete access to and use of correct
recycling labelling, instructing consumers on
how to recycle or dispose of our magazines and
packaging responsibly.
Supplier Engagement on Climate Action
As Scope 3 emissions account for nearly 100%
of our total carbon footprint, engaging our
suppliers on environmental performance is a
critical part of Future’s path to Net Zero.
This year, we introduced a supplier maturity
matrix to assess and support supplier progress
across three key areas:
• Measurement –
the extent to which suppliers
measure and report their greenhouse gas
emissions.
• Targets –
the presence and ambition of
suppliers’ emissions reduction goals.
• Strategy –
the implementation of initiatives
aimed at reducing environmental impact.
We distributed a tailored assessment form to a
targeted group of suppliers, prioritised based
on total spend and their relevance to high-
impact business areas, such as print production
and distribution.
Using the responses, we mapped suppliers
onto our maturity matrix to gain a clearer
understanding of their current position. This
process allowed us to identify those requiring
additional support and engagement to
accelerate their climate journey.
Looking ahead to FY 2026, our key priorities
include:
•
Enhancing our data collection processes.
•
Broadening our engagement with a broader
network of suppliers.
•
Collaborating with members of the Climate
Pillar Working Group, many of whom have
established relationships with key suppliers,
to develop an action plan aimed at
encouraging improved environmental
reporting and more substantial sustainability
commitments among our supplier base.
A Sustainable Culture: Carbon Literacy
Training
This year, a key focus has been on embedding
sustainability into Future’s organisational
culture - an essential step toward achieving our
emissions reduction targets. Our Talent
Development and ESG teams collaborated and
developed a bespoke Carbon Literacy Training
programme, accredited by the Carbon Literacy
Project and explicitly tailored to our industry
and operations. We are proud to report that, as
of September 2025, all members of our Board,
Executive Leadership Team, along with over
80% of our Senior Leadership Team, have
completed their Carbon Literacy training and
been personally certified as carbon literate.
The training provides employees with a
foundational understanding of climate
science, relevant international and local
climate policy, and a comprehensive overview
of Future’s own environmental commitments.
To gain their own personal certification,
participants are required to commit to two
climate-related actions: one individual action
and one group-based action to be
implemented collaboratively within their
teams.
The impact of this programme has been more
than encouraging. We are already seeing
sustainability become more deeply embedded
in day-to-day decision-making across the
business. Within our IT & Technology team, we
have now committed to transitioning all new
laptop shipments from air freight to sea freight
- an initiative expected to reduce emissions by
an estimated 39 tonnes of CO2e annually.
Additionally, as a result of the training,
employees from Marketforce and Production
have established a quarterly sustainability
forum to facilitate idea-sharing, monitor
emissions data, and map key suppliers against
our environmental targets - further embedding
climate consciousness into operational
processes.
Communicating our Progress
Enhancing communication around our ESG
strategy has been a key focus this year. This
has included the rollout of our Carbon Literacy
Training, the distribution of quarterly
newsletters highlighting our sustainability
initiatives, and company-wide Town Hall
presentations led by our Director of ESG. We
are pleased to report that in the FY 2025
Annual Engagement Survey, the score with the
most significant year-on-year improvement
was employees’ perception of Future’s
commitment to reducing its environmental
impact, rising by 24 ppt.
Streamlined Energy & Carbon Report (SECR)
This report is produced in accordance with the
Companies Act 2006 (Strategic Report and
Directors’ Report), the 2013 Regulations, and
25
Corporate Responsibility
Annual Report and Accounts 2025
the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon
Report) Regulations 2018.
Scopes 1 & 2: Methodology
Our reporting for FY 2025 covers our UK, US
and Australian entities: Future Publishing
Limited, Future US, and Mozo Pty Limited.
This year, we have switched business energy
consultants and consequently enhanced our
methodology for reporting Scope 1 and 2
emissions. In previous reporting years, our
disclosures were developed with reference to
the Environmental Reporting Guidelines, with
GHG emission factors sourced and applied
from BEIS conversion factors. The equivalent
reports on US properties used regional factors
provided by the United States Environmental
Protection Agency. For Australia, we used the
CO2e factors provided by the Government of
Australia, and sourced from carbonfootprint.
com for different regions.
For the current reporting period, Government
Emissions Factor Database 2025 version 1.0
has been used, utilising the published kWh
gross Calorific Value (CV) and kgCO2e emission
factors relevant for the reporting period.
Our Scope 1 and 2 report also covers our
market-based electricity emissions across the
UK, USA and Australia. Emissions have been
calculated using supplier-specific factors, with
the emission factors being sourced from
suppliers’ fuel mix disclosures or official
national greenhouse gas reporting publications.
As a group with only office-based activities and
no manufacturing activities, our emissions fall
under the GHG Protocol Corporate Standard as
Scope 1 (combustion of fuel) and Scope 2
(purchase of electricity).
Estimated Data
A total of 0.37% of consumption data used for
our Streamlined Energy and Carbon Reporting
(SECR) report, has been estimated to achieve
100% data coverage. Estimations were
undertaken to cover missing billing periods for
properties directly invoiced to Future
Publishing Limited. These were calculated on a
KWh/day pro-rata basis at the metre level for 1
gas supply, using the median consumption for
properties with similar operations.
Intensity Ratio
We are using Revenue in £m as our chosen
metric to calculate our Intensity Ratio. Our GHG
emissions for Scope 1 and 2 (location-based)
CO2e intensity for FY 2025 is 0.61 tCO2e per
£1m revenue, which is a 5.17% increase
compared to FY 2024.
Energy Efficiency Action Taken
In FY 2025, we implemented a series of
initiatives aimed at lowering our operational
energy consumption and supporting our
broader carbon reduction initiatives.
• Completing a full conversion of our London
office to LED lighting, improving energy
efficiency for this location.
• Completing the rollout of smart metering
across all direct-supply sites, providing
real-time visibility into energy usage.
• Maintaining our commitment to responsible
energy sourcing, with 100% of the energy we
procure in the UK now being green-certified.
We have also published a comprehensive
energy policy this year, which outlines Fu-
ture’s commitment to responsible energy
management and decarbonisation. The policy
integrates governance standards, operational
goals and stakeholder engagement practices
to form a robust roadmap for carbon and ener-
gy efficiency performance
.
Scope 3: Metholodogy
It is worth noting that we report on our Scope
3 emissions one year behind; this year’s report
contains our Scope 3 emissions report for FY
2024. This is because a significant portion of
the data required for Scope 3 calculations
depends on our Production & Distribution
suppliers within the physical supply chain of
our magazines, the majority of whom disclose
the relevant data on a calendar year basis.
We followed the Greenhouse Gas Protocol
Corporate Value Chain (Scope 3) Accounting
& Reporting Standard and Technical Guidance
for Calculating Scope 3 emissions. We first
conducted a high-level screening of the 15
categories of Scope 3 emissions listed in the
Greenhouse Gas Protocol for Future, to
determine relevance. Acquisitions have been
included from the date of acquisition.
Our Scope 3 footprint is detailed in the table
below. The most material categories of Scope
3 emissions for Future continue to be:
• 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.
• All other emissions associated with the
products and services we buy, such as
marketing and hosting services.
We have excluded the four categories
following our screening exercise:
• Category 8 (Upstream Leased Assets):
All
emissions from our 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 on a de minimis rationale. It has a
very low book value, and no data is 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
our physical supply chain, specifically for
paper, print, and distribution. The majority of
other emissions for this category were
calculated through a spend-based analysis,
using sector-average emission factors. We
improved the accuracy of the financial data
underpinning many emissions calculations.
Suppliers within the top 60% of spend
categories were researched for supplier-
specific emission factors.
• Category 4 & 9 (Upstream & Downstream
Transportation and Distribution):
These
categories pertain to the physical print supply
chain and were calculated using primary data
from logistics partners.
• Category 7 (Employee Commuting):
We
transitioned from relying on average
commuting data by country to utilising actual
data collected through our Employee
Commuting Survey, conducted in April 2025.
• Category 11 (Use of Sold Products):
Most of
the GHG emissions calculated for this
category relate to our ad serving process.
These calculations were made by our partners
Scope3, 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.
These emissions are calculated based on
actual user data and typical device power
consumption data from the Carbon Trust, and
a DIMPACT whitepaper on the carbon impact
of video streaming.
4
26
Future plc
Scope
Description
Unit
CHANGE
FY25 (CY)
FY24 (CY)
FY23 (CY)
FY22 (CY)
1
The combustion of fuel: gas for heating
and fuel for vehicles.
tCO2e
UK
17.24%
136
116
144
154
US
-
-
-
-
-
AUS
-
-
-
-
-
TOTAL
17.24%
136
116
144
154
2 (Location-based)
The purchase of electricity, heat, steam or
cooling by the Group for its own use.
tCO2e
UK
(23.96%)
206.25
271.23
288.28
271.81
US
73.67%
100.73
58.00
52.94
71.76
AUS
(20.09%)
7.28
9.11
8.82
9.3
TOTAL
(7.11%)
314.26
338.34
350.04
352.87
2 (Market-based)
The purchase of electricity, heat, steam or
cooling by the Group for its own use.
tCO2e
UK
99.14%
168.77
84.75
178.56
147.85
US
80.69%
104.8
58
52.94
71.76
AUS
(12.28%)
7.07
8.06
8.82
9.3
TOTAL
86.11%
280.64
150.81
240.32
228.91
1 & 2 (Location-based)
Total Emissions
tCO2e
TOTAL
(0.89%)
450.26
454.33
494.0
507.87
Total Revenue
£m
TOTAL
(6.22%)
739.2
788.2
788.9
825.4
Intensity Ratio - Location-based (1&2)
tCO2e/£1m
GLOBAL
5.17%
0.61
0.58
0.63
0.61
1
Direct & Indirect Energy Consumption
kWh
UK
18.91%
733,105
616,511
768,155
820,246
US
-
-
-
-
-
AUS
-
-
-
-
-
TOTAL
18.91%
733,105
616,511
768,155
820,246
2 (Location-based)
Direct & Indirect Energy Consumption
kWh
UK
(11.05%)
1,165,267
1,309,978
1,392,152
1,575,827
US
5.53%
287,822
272,733
229,505
413,121
AUS
(12.32%)
11,741
13,390
12,082
11,773
TOTAL
(8.22%)
1,464,830
1,596,101
1,633,739
2,000,721
1 & 2 (Location-based)
Total Direct & Indirect Energy Consumption (kWh)
kWh
TOTAL
(0.66%)
2,197,935
2,212,612
2,401,895
2,820,966
Intensity Ratio - Location-based (1&2)
kWh/£1m
GLOBAL
5.92%
2,973.40
2,807.17
3,835.58
3,417.70
3
Total Scope 3 Emissions - Market-based
tCO2e
TOTAL
(26.27%)
-
82,072
111,311*
148,865*
3
Category 1: Purchased Goods and Services
tCO2e
GLOBAL
9.01%
-
54,599
50,085*
67,410*
3
Category 2: Capital Goods
tCO2e
GLOBAL
72.65%
-
1,031
597
811
3
Category 3: Fuel and Energy-related Activities
tCO2e
GLOBAL
(1.49%)
-
136
134
248
3
Category 4: Upstream Transportation and Distribution
tCO2e
GLOBAL
(34.63%)
-
5,157
7,890
6,740
3
Category 5: Waste Generated in Operations
tCO2e
GLOBAL
(23.13%)
-
2,296
2,987
3,013
3
Category 6: Business Travel
tCO2e
GLOBAL
(31.92%)
-
1,989
2,921*
2,534*
3
Category 7: Employee Commuting
tCO2e
GLOBAL
(46.27%)
-
1,762
3,280
3,268
3
Category 9: Downstream Transportation and Distri-
bution
tCO2e
GLOBAL
(18.58%)
-
2,012
2,471
2,308
3
Category 11: Use of Sold Products
tCO2e
GLOBAL
(75.88%)
-
9,074
37,616
58,578
3
Category 12: End-of-Life Treatments of Sold Products
tCO2e
GLOBAL
24.33%
-
3,786
3,045
3,606
3
Category 13: Downstream Leased Assets
tCO2e
GLOBAL
(19.13%)
-
230
285
349
Total Scope 1, 2 & 3 - Market-based
tCO2e
GLOBAL
(26.28%)
-
82,340
111,695*
149,248*
*We have updated prior year comparatives following more detailed analysis.
27
Corporate Responsibility
Annual Report and Accounts 2025
Carbon reduction Pathway
In order to achieve Net Zero by 2050, we are
following a broad programme of actions to
reduce our Greenhouse Gas (GHG) emissions
across Scopes 1, 2 and 3 by 42% by FY 2030
and 90% by FY 2050. This is aligned with the
latest climate science.
Carbon Reduction Pathway
The chart above shows our carbon reduction
pathway, first published in our FY 2023
Annual Report and developed through a
series of workshops, identifying key
decarbonisation levers. It starts at our FY
2022 baseline and demonstrates where and
when we expect to see reductions throughout
our value chain up until 2050, taking into
account our expected organic growth rate.
We plan to mitigate the remaining 10% GHG
emissions by ‘neutralising’ through carbon
removals, although we will revise this over
time based on our progress. We aim to reach
net zero without needing to utilise
offsetting tools.
The chart has been updated to reflect our
current progress according to our most
recent emissions reporting (FY 2024), and
with a dotted line to show an adjusted
forecast for the coming years.
Across Scopes 1, 2 and 3, we have reduced
our carbon footprint in FY 2024 by 26% vs FY
2023, and by 45% vs our FY 2022 baseline,
meaning we have achieved the target we set
for 2030 ahead of time, and remain on track
to achieve our 2050 target.
Scope 1 Progress in FY 2025
This year, we have switched business energy
consultants (see page 25) and consequently
enhanced our methodology for reporting
Scope 1 and Scope 2 emissions. While direct
comparisons are not possible due to this
change, our Scope 1 footprint has slightly
increased from 116 tCO2e in FY 2024 to 136
tCO2e in FY 2025, which can be attributed to
an increase in natural gas usage affected by
slightly higher office occupancy. Overall, our
Scope 1 emissions have reduced by 12% vs
our FY 2022 baseline (154 tCO2e).
Scope 2 Progress in FY 2025
Our Scope 2 (location-based) footprint has
decreased by 7% year on year and by 11% vs
our FY 2022 baseline, as a result of the energy-
saving initiatives mentioned on page 25.
Our Scope 2 (market-based) footprint has
increased by 86% year on year and by 23% vs
our FY 2022 baseline. The majority of this
increase is a result of the change in calculation
methodology (as mentioned above and on
page 25), as we have moved to supplier-
specific factors.
Scope 3 Progress in FY 2024
Our Scope 3 emissions represent nearly 100%
of our total carbon footprint. We are pleased
to report that our overall Scope 3 footprint has
decreased by 26% vs FY 2023, and by 45% vs
our FY 2022 baseline. Our top three material
categories continue to be:
• 1 - Purchased Goods and Services
• 11 - Use of Sold Products
• 4 - Upstream Transportation and Distribution
The decrease in our overall emissions from
Scope 3 can largely be attributed to the
reductions made in our ad-serving process
(see page 23). Our average emissions from
digital have decreased by a further 76%
year-on-year, totalling an 85% decrease from
our Category 11 baseline.
We have also seen year on year decreases
within Categories 4, 5 and 9 (35%, 25% and
19% respectively), due to APEX (see page 24)
reducing the volume of unsold magazines, and
a decrease in the overall volumes printed.
We have, however, seen a 9% increase in
emissions within Category 1 year-on-year,
which is in part due to higher spend but also
due to our main Paper supplier using more
sophisticated data capture, which has picked
up items not included previously.
Transition Planning
Once the final framework has been published
by the UK Government, we will review our
carbon reduction pathway and publish a
comprehensive climate transition plan in line
with the TPT framework. In the meantime, our
focuses can be categorised into the following:
Short Term (0-3 years):
• Reduction in emissions from ad-serving and
our print value chain.
• Build a suitable framework for us to start
engaging with key suppliers regarding
sustainability, encouraging them to adopt
1.5°C- aligned carbon reduction targets
(completed in FY 2025, see page 24).
• 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°C-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°C-aligned carbon reduction targets, and
prioritise spend with suppliers who are
aligned with our climate goals.
• Electrification of heating across our offices,
where possible.
Increased consumer recycling of copies
Reduction from all other Category 1
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
FY 2024 emissions
Key
Net Zero Roadmap
2025
2030
2035
2040
2045
2050
150,000
100,000
50,000
0
CO2 emissions (tonees)
Adjusted Forecast based on FY 2024 achievements
28
Future plc
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
(employee 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 employee
lifecycle. We work hard to attract, retain and
develop diverse talent, educate our leaders on
the importance of diversity, and review our
internal processes so that they remain as free
from bias as possible. We recognise that to
reach diverse communities through our
content, we must first ensure ours is a
workplace in which diversity can thrive.
Embracing diversity underpins our
commitment to providing equal opportunities
to our current and future employees, and to
applying fair and equitable employment
practices. We codify this through our Diversity,
Equity & Inclusion (DE&I) Policy, and our
company values (see page 22).
We have also continued to collect company-
wide diversity data this year, which is housed
within our Human Resources Information
System (HRIS). The questions, which are
tailored by country, are centred on gender,
disability, ethnicity and socio-economic
demographics, with an option to choose
‘prefer not to say’. The purpose of this data is
to measure the impact of our DE&I initiatives
and inform future initiatives.
Employee Networks
Following listening sessions we held in FY
2024, we partnered with DE&I Consultancy
Project23 to deliver on our DE&I
commitments. Following a period of discovery
and insight, including further listening
sessions and company-wide surveys, we were
able to launch the first phase of our Employee
Networks in February 2025:
•
Women of Future
•
LGBTQIA+ Space
•
The Cultural Collective
Each network is run by a Chair and Co-Chair,
elected by fellow members, with the
assistance of regional leads and an Executive
Sponsor. The networks have been very well
received, providing a safe space and fostering
a more inclusive environment at Future.
Membership and engagement are growing
month on month within each network, with
regular meetings and events that the whole
business can attend.
Following the success of these initial
networks, we plan to launch another three
networks in November 2025, focusing on the
following groups:
•
Parents & Carers
•
Neurodiversity
•
Disability
DE&I Progress in FY 2025
We have implemented several key initiatives
this year, aimed at fostering a more inclusive
and supportive workplace as part of our
Diversity, Equity & Inclusion (DE&I) strategy.
One example is our People Operations Team
conducting a comprehensive review of our
internal policies, using the Datapeople platform
to evaluate the inclusivity of language. Based
on this analysis, relevant updates were made to
ensure our policies reflect inclusive and
equitable language across the organisation.
In parallel, senior leaders within the People &
Culture Team completed a benchmarking
review of our global parental leave policies
against industry standards. As a direct outcome,
we have enhanced our paternity leave policy,
extending the entitlement to eight weeks.
Additionally, the People & Culture Team
initiated a collaborative review with the
Facilities Team at the start of the financial year
to evaluate the accessibility and inclusivity of
our office environments, ensuring our physical
spaces support the needs of all employees.
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 specific
targets related to gender and ethnic diversity at
the Board level.
Board Statement
The Board confirm that as of 30 September
2025, 1 out of 3 diversity targets were met:
The percentage of women on the Board
stands at 33.3%, with no women in senior
positions. 33.3% of the Board members in FY
2025 were from an ethnic minority
background. As above, more details on the
context of this can be found in the Nomination
Committee’s report (see page 85).
Approach to data collection
Gender and ethnicity data for the Board
and Executive Leadership Team (ELT) are
collected on an annual basis through a
standardised process managed by the People
& Culture Team.
Each Board member and each member of the
ELT is asked to complete a confidential and
voluntary form, through which the individual
can self-report on their ethnicity and gender
identity. Alternatively, they can specify that
they do not wish to provide such data. The
criteria of the questionnaire are aligned to the
definitions specified in the UK Listing Rules
and set out in the tables below.
The Company’s approach to data collection is
consistent for all diversity-related reporting
requirements under the Listing Rules and and
for all individuals about whom the data is
being reported.
Disability
When considering recruitment, training,
career development, promotion or any other
aspect of employment, we strive to ensure
that no employee or job applicant is
discriminated against, either directly or
indirectly, on the grounds of disability. If an
employee becomes disabled while employed
and, as a result, is unable to perform their
duties, we will make every effort to offer
suitable alternative employment and
assistance with retraining.
Everyone can shine
(learning & development)
FY 2025 has seen Future welcome over 375
new employees into the business. We have
continued to use our onboarding tool
(enboarder) to enhance the employee journey
further and have launched our new online
learning platform, Dayforce Learning, which
gives employees access to bite-sized learning
opportunities at a time that is convenient
for them.
Training at Future
Providing training opportunities for Future
employees across all locations and
departments has been a key priority in FY
2025. Throughout the year, we delivered over
162 training sessions, equating to over 660
hours of training.
One focus has been the delivery of
the ‘5
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.
29
Corporate Responsibility
Annual Report and Accounts 2025
Behaviours of a Team’
training, an all-day
course based on the best-selling book ‘The 5
Dysfunctions of a Team’ by Patrick Lencioni.
The purpose of the training is to enhance
team effectiveness and further contribute to
Future’s healthy, high-performing culture. We
have delivered this training to 178 employees
this year, and plan to continue this rollout
throughout FY 2026.
Another focus has been the delivery of our
bespoke Carbon Literacy Training, accredited
by The Carbon Literacy Project (see page 23).
We also launched a ‘Power Skills’ Training
Programme in March 2025, with sessions
focusing on communications skills,
presentation skills and time management &
prioritisation. This training has been delivered
to over 305 employees.
Editorial Training
We have continued our partnership with the
National Council for the Training of Journalists
(NCTJ), reinforcing our commitment to high
editorial standards and professional
development. As part of this collaboration, we
launched Media Law Training, delivered by the
NCTJ. This training is mandatory for all
editorial employees. It remains a compulsory
component of onboarding for all new editorial
hires, ensuring a consistent understanding of
legal and ethical responsibilities across our
editorial teams.
Apprenticeships & Professional
Qualifications
At Future, we view apprenticeships as a
valuable component of our talent
development strategy, supporting career
growth while building future capabilities
across the business. These programmes are
delivered through the UK Government’s
Apprenticeship Levy.
Our apprenticeship offerings span a range of
disciplines and levels, including the Sales
Executive Level 4 qualification, delivered in
partnership with BMS Progress, which brings
in approximately 10 to 15 new hires annually.
Following the expansion of our support for
degree programmes and certifications
through our partnership with the online
learning provider Coursera, we expanded our
Coursera offering in FY 2025 through the
purchase of additional licenses, resulting in a
total of 2,213 learning hours completed
through the platform this year. This is a key
part of our strategy to provide a more
equitable training offer to all employees,
regardless of their location, offering a great
alternative to the apprenticeship option
available to our employees in England
and Wales.
Manager Development
Our Manager Development Programme (MDP)
is designed to support managers in building
and sustaining a healthy, high-performing
culture at Future. We have continued to
deliver our MDP throughout FY 2025,
launching our monthly ‘Manager’s Week’,
where all sessions included in the MDP are
held during one week every month. The
programme consists of 3 x 2-hour live
workshops, focusing on: 1-to-1s and Feedback
Conversations; Difficult Conversations; and
Career Development. The training is
mandatory for all new managers and
employees who join the business in a
management position.
We have delivered 60 Manager Development
sessions this year, equating to over 130 hours
of training.
Performance Management
At Future, we are committed to fostering a
high-performance culture through clear goal
setting, continuous feedback, and fair
recognition. In FY 2024, we introduced our
formal Performance Management Framework,
designed to support regular performance
reviews, promote transparency, and ensure
alignment between individual contributions
and our broader business objectives. The
company-wide SMART goals framework
(Specific, Measurable, Attainable, Relevant,
and Timely) remains central to our approach.
Each employee sets three to six SMART goals
at the beginning of the financial year, aligning
them to their line manager’s objectives, and
also sets one personal development goal.
Quarterly performance reviews provide
structured opportunities for reflection and
feedback, using progress against these goals
as a foundation. These reviews not only
support continuous development but also
inform year-end performance ratings and
salary reviews, ensuring a fair and consistent
approach to recognition and reward across
the organisation.
Workforce Planning
We will be formalising our approach to
workforce planning by introducing a
playbook-style method for stakeholder
engagement. Adopting a structured agenda
for quarterly and annual meetings with the
ELT and Senior Leadership Team (SLT), we will
provide strategic, forward-looking people
insights that align with business or
department-specific priorities, aligning people
priorities (including training) with business
goals for the year ahead, taking a holistic
approach to recruitment, internal mobility and
skills gap analyses.
Career Development
In FY 2025, Future launched both a coaching
and a mentoring programme as part of our
continued commitment to employee growth
and development.
Our coaching programme matches employees
with trained coaches who can help them
tackle specific challenges and reach defined
goals. This focused, one-to-one support gives
individuals personalised guidance, allowing
them to build confidence and unlock their
full potential.
Our mentoring programme connects selected
employees with experienced mentors to
support their ongoing professional
development. The programme initially
launched within Future’s Women’s Network,
‘Women of Future’, and underscores our
commitment to fostering inclusive growth and
leadership across the organisation.
In addition, the People & Culture Team is
developing a comprehensive Career
Development Hub. This centralised resource
will bring together training materials,
information on current vacancies, our job
architecture, and other career planning tools.
Designed as a one-stop shop, the Hub will
empower employees to take ownership of
their career progression at Future, offering
clear pathways and practical insights for
advancing to the next stage in their
professional journey.
Everyone is engaged
(employee engagement)
Our FY 2025 Employee Engagement Survey
achieved a strong response rate of 76%, with
an overall engagement score of 74.4%,
representing a 0.9 point increase from the
previous year. We were encouraged to see
improvements in 8 out of 13 engagement
categories, and are particularly proud that
almost all categories have shown positive
growth over the past two years.
Particular areas of progress include:
• Environmental Impact:
Engagement with
Future’s corporate sustainability and ESG
strategy increased by 24 ppt, reflecting
growing awareness and support among
employees.
• Confidence in Leadership:
Confidence in our
Executive Leadership Team rose by 7 ppt,
indicating strengthened trust and alignment
30
Future plc
across the organisation.
• Company Values:
Engagement with our
company values improved by 6 ppt,
demonstrating continued resonance and
relevance within our culture.
Internal Communications
Based on feedback from our employees, we
have transformed internal communications at
Future, with a strategy focused on clarity and
inclusion. Below are the key communication
channels introduced or upgraded this year:
• Futurenet:
Our internal company wiki,
Futurenet, has been completely redesigned
to be more user-friendly. A notable element
of the new site are two brand new features:
‘Future Forward’ (a space for people to
submit any ideas they might have on
anything from new products and services to
culture and engagement) and ‘Ask Anything’
(a portal for employees to submit questions
on any topic).
• The Good Stuff:
Our weekly ‘Snapshot’ email
has evolved into ‘The Good Stuff’, a weekly
newsletter with alternating focuses. These
include recent tech & product updates,
examples of newly-published Future content,
and updates on our Responsibility Strategy.
• Firesides:
These webinars provide a deeper
dive with an ELT or SLT member into a
subject within their realm of expertise.
Examples of Future Firesides this year have
included a deep dive into the impact of AI on
Future’s audiences with our SVP Content
Strategy & Audience Development, and a
discussion on career development at Future
with our Director of Talent Management &
People Programs, and our Director of
Compensation, Talent Acquisition & People
Analytics.
• Town Halls (rebranded to The Exchange in
October 2025):
A livestreamed monthly
webinar, broadcasting the latest news and
updates from the business, often with a
panel made up of members of our ELT and
SLT. Employees can submit questions
beforehand or live, which are then asked and
answered by the relevant leadership during
the broadcast.
Our Communities
We have fantastic community teams that look
after each of our office locations and our
remote teams. Each community is a team of
volunteers from across departments who are
passionate and enthusiastic about building a
sense of community and collectivity at Future.
They work hard to keep everyone informed
and allow our colleagues to connect in relaxed
and enjoyable environments through
social events.
Here are some examples of the brilliant events
organised by our community teams this year:
• Our
London
community organised a blood
drive, with an NHS team visiting our office in
Westbourne Terrace to hold an information
session on donating blood, and to organise
donation bookings for over 25 employees.
• Our
LA
community set up an instant ramen
station to celebrate Asian American and
Pacific Islander Heritage Month, and
provided Henna Tattoos to celebrate Eid
al-Adha.
• Our
Bath
community organised an incredible
festival in celebration of Future’s 40th
birthday, with live music, photobooths,
delicious food - and a magician!
Charity and fundraising events are often at
the heart of our office communities. See ‘Pillar
3: Community’ to read more about the
charitable initiatives that took place in FY
2025 (page 32).
Reward
In addition to our formal Performance
Management Framework, employees’
involvement in the Company’s performance is
encouraged through share schemes and other
initiatives such as our Profit Pool. This is all in
addition to the other benefits we offer. We
strongly believe that when employees benefit
from the Company’s success, it leads to
greater engagement and a greater sense of
personal involvement in the business’s
future success.
Recognition
This year, we have enhanced our employee
recognition programme to further celebrate
the outstanding contributions of our
employees. The existing monthly ‘Star of the
Month’ award was expanded to recognise
three winners each month, all of whom are
automatically entered into the annual ‘Star of
the Year’ award.
Additionally, we introduced a new ‘Team of the
Month’ award, allowing employees to
nominate any team, whether a formal
department or an ad hoc project group, for
recognition. All monthly winning teams from
FY 2025 will be entered into the running for
the ‘Team of the Year’ award, which will also
be presented at the Annual Future Awards in
December 2025.
Everyone is supported
(well-being & safety)
At Future, prioritising health and employee
well-being is a critical part of our Company
culture. By supporting our employees
physically, mentally and emotionally, we can
help them find fulfilment in their careers and
thrive in their roles.
Online Safeguarding
At Future, we recognise that due to the nature
of the Internet and online communities, some
Future employees, particularly those whose
writing is published online, are at risk of
receiving online harassment. We continue to
maintain our ‘Future Safeguarding site’,
available to all employeees through our
company wiki, Futurenet. This site provides
details on the escalation process for any
employees who feel uncomfortable with any
negative online attention.
Health & Safety
Future is primarily an office-based
environment. All locations across the Group
comply with relevant legislation, and we
communicate our health and safety policy to
all employees. Across all of our office
locations, there were no fatalities and 21 minor
incidents during FY 2025.
Benefits
We are committed to being a great place to
work and an employer of choice, and
recognise that our business cannot thrive
without a strong workforce. We remain proud
of our unlimited leave policy.
This year saw the launch of our Multisport
benefit in the Czech Republic, providing our
Czech employees with access to a network of
over 2,700 sports and relaxation facilities.
We also launched Perks at Work as a benefit
for all employees globally, offering exclusive
savings and free online classes to all users.
Grievance Policy
We recognise that, for a workplace to be fully
supportive of its people, our working
environment must be one in which employees
feel comfortable to air their grievances and
ideas for improvement. Future’s grievance
policy is central to our belief that all
employees should be treated impartially and
fairly. This policy is available for all Future
employees through Futurenet.
We encourage employees to air their
grievances through open communication.
However, if this option is not suitable for any
reason, then an employee can follow the
grievance procedure. As per our policy, an
employee who wishes to raise a grievance can
31
Corporate Responsibility
Annual Report and Accounts 2025
do so by providing details in writing either to
their line manager or a member of the People
Team via private and confidential
correspondence. In most cases, the employee
will be invited to a meeting by one of our
People Advisors or People Business Partners
to discuss the matter in more detail. For all
meetings that take place, the employee has
the right to be accompanied by another
Future employee or a Trade Union
representative. Wherever possible, the
outcome of the grievance will be
communicated in writing within 15 working
days of the grievance meetings. Employees
have the right to appeal against the grievance
decision or part of the outcome. The
procedures involved in raising or escalating
grievances are entirely confidential and
entirely legally compliant.
To maintain a culture of openness and
accountability at Future, we also have a
Whistleblowing ‘Speak Up’ Policy. This policy
details the formal procedure to follow should
any issues be raised, allowing employees to
‘speak up’ without fear of reprisal.
All
Employees
Number
of Board
members
Percentage
of the
Board
Number of
Senior Positions
on the Board
Number in
Executive
Management
(ELT & Company
Secretary)
Percentage
of Executive
Management
(ELT & Company
Secretary)
Number of
Direct Reports
to Executive
Management
(SLT)
Percentage of
Direct Reports
to Executive
Management
(SLT)
Male
46.2%
6
66.7%
4
10
83.3%
61
64.2%
Female
53.2%
3
33.3%
-
2
16.7%
32
33.7%
Not disclosed/unknown
0.6%
-
-
-
-
-
2
2.1%
Number
of Board
members
Percentage
of the
Board
Number of
Senior Positions
on the Board
Number in
Executive
Management
(ELT & Company
Secretary)
Percentage
of Executive
Management
(ELT & Company
Secretary)
Number of
Direct Reports
to Executive
Management (SLT)
Percentage of
Direct Reports
to Executive
Management (SLT)
White
(or other white including minority white groups)
6
66.7%
2
9
75%
84
88.4%
Mixed/multiple ethnic groups
-
-
-
-
-
1
1.1%
Asian/Asian British
2
22.2%
1
1
8.3%
3
3.2%
Black/African/Caribbean/Black British
-
-
-
-
-
1
1.1%
Other ethnic group including Arab
1
11.1%
1
1
8.3%
-
-
Not specified/prefer not to say
-
-
-
1
8.3%
6
6.3%
Gender & Ethnicity
32
Future plc
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 & Volunteering
This year marked a significant advancement in
Future’s commitment to volunteering, with
increased efforts to promote opportunities
internally and highlight the positive
contributions being made. For example, one
recurring theme in our weekly ‘Good Stuff’
newsletters, distributed to all Future
employees, has been a focus on our
Community Teams, showcasing the
outstanding work they continue to deliver.
Below are just a few examples of the brilliant
volunteering initiatives our communities have
spearheaded:
• In November 2024, 10 Future employees
volunteered their time at the Atlanta
Community Food Bank.
• In June 2025, our New York community
organised a Pride Donation Drive for
unhoused LGBTQ+ Youth, collecting toiletries
and small items of clothing.
• A group of employees from our Bath office
visited a local primary school for a day in June
2025 to introduce pupils to different career
pathways, explore early aspirations and
promote communication, confidence
and teamwork.
Charity & Fundraising
Each Future office has a fantastic
Communities team, responsible for organising
office social & charity events. FY 2025 has
been another year full of brilliant fundraising
events:
• In December 2024, the Bath Community
donated over 30 sets of pyjamas. It raised
over £1,200 for the Nest Project, a charitable
organisation providing essential clothing &
support for families with children aged 0-5 in
Bath & North East Somerset.
• In February 2025, a group of 18 employees
based in our New York office represented
Team Future at Cycle for Survival. The team
raised an incredible $47,779!
• In August 2025, 7 Cardiff-based employees
completed the Three Peaks Challenge,
raising a total of £3,055 for the Youth
Adventure Trust.
Pillar 3: Community
It’s important to us that the effects we have on our digital and local
communities are positive. This pillar is the home for our charity
strategy and fundraising initiatives.
33
Corporate Responsibility
Annual Report and Accounts 2025
Our content is accessible, engaging,
authoritative and expert, enabling audiences
from diverse and global backgrounds to fuel
their passions and gain valuable learning. We
hold ourselves to high standards, ensuring our
content is ethical, trustworthy and in line with
our values.
Why is this important to Future?
With a global audience of over 570 million, it is
ultimately our content and the breadth of our
reach that give us a unique opportunity to
connect people with their passions, as well as
to educate our readers on issues central to
sustainability, and to inspire them to make
more sustainable choices in their day-to-
day lives.
Encouraging Positive Impact
In December 2024, we held our annual Future
Awards. For the past 3 years, this has included
the Positive Impact Award. Examples of our
brands that have demonstrated a positive
impact, environmentally or societally, are
collated and shared throughout the business.
The Positive Impact Award this year was taken
home by the Live Science editorial team for
their long-form climate change content. The
team’s regular reporting covers everything
from the shifting patterns of El Niño to how
climate change can impact orca behaviour.
Live Science’s climate change coverage
generated over 4 million page views
throughout the year.
One of the primary ambitions within the
content pillar is to embed diversity and
sustainability within Future’s content, and to
ensure that our writers are equipped to
address these topics in a manner which is
sensitive and grounded in knowledge and
confidence. Below are just a few examples
from the past year of Future brands leading
conversations on matters of diversity and
sustainability:
• In April, Live Science provided an insightful
piece on the Atlantic ocean currents that
regulate our climate, highlighting the impact
of human actions on the currents and the
existential threat that the climate crisis poses
to our planet.
• In May, Decanter published their article on
‘the 360 approach of sustainability in
viticulture’, exploring the various regional
sustainability certifications within the
industry that go beyond farming practices.
• Marie Claire have continued to spearhead
conversations on sustainable fashion &
beauty, with pieces such as
‘35 B Corp
Brands to have on your radar’ in support of
Oxfam’s Second Hand September initiative.
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.
As the role of AI in editorial workflows
continues to prompt essential discussions
across the industry, we updated our internal
policy this year to clearly define acceptable
uses of AI by our content creators. The central
principle of this policy is that all content must
be created and ultimately reviewed by human
journalists and editors, who are also
responsible for verifying the accuracy of any
information sourced through AI tools.
We have an Ethics Committee at Future,
comprised of various senior leaders across
the business, though primarily in Editorial and
Commercial roles. Its role is to be the guardian
of ethical behaviour in the content we publish,
the advertising we accept, and the commercial
products we sell. The Future Ethics
Committee establishes guidelines around
activity that might, on ethical or moral
grounds, compromise the perception of
Future, the content we create, or the
experience our audiences or customers may
have when engaging with Future brands. In
addition, the Committee will facilitate
decision-making processes for senior
colleagues’ reference, enabling them to make
the best decisions for the Company and its
audiences or customers.
Pillar 4: Content
Our content is what connects us to the public and is thus our most
significant opportunity to highlight ESG-related causes. It is also
through our content that we can set industry-wide standards.
34
Future plc
Reporting Requirement
Relevant Group principal and
emerging risks, pages 47-53.
Policies which govern
our approach (available on
Future plc website)
Policy embedding, due diligence,
outcomes and key performance
indicators
Environmental Matters
• Carbon performance,
metrics and targets
• TCFD and CFD reporting
Climate change, page 51.
TCFD and CFD, pages 54-73.
Risk section, pages 47-53.
Responsibility Report, pages 21-34.
Climate-related risks and opportunities,
pages 54-73.
We are fully compliant with all TCFD and
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 (Speak Up) Policy
Responsibility Report, pages 21-34.
Risk section, pages 47-53.
Corporate Governance Report, pages
75-95.
Directors’ Report, pages 93-95.
Social Matters
• Contributing to the economy
• Partnership
Personal data
Cyber security and IT
Digital advertising market changes
Charity & Social Impact Policy
Health and Safety Policy
Responsibility Report, pages 21-34.
Risk section, pages 47-53.
Financial Review, pages 43-73.
Directors’ Report, pages 93-95.
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 (Speak Up) Policy
Slavery and Human Trafficking Policy
Responsibility Report, pages 21-34.
Risk section, pages 47-53.
Directors’ Report, pages 93-95.
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 13 for more details on our business model.
35
Corporate Responsibility
Annual Report and Accounts 2025
36
Future plc
OUR AUDIENCE
Description
We explain on page 11 of this report why our
audience is central to Future’s purpose and
essential to drive sustainable growth. Our
audience is largely endemic and intent-led,
and consumes and engages with our content
in ever evolving ways. Engaging with our
audience allows us to be responsive to our
audience’s needs and to evolve not only our
content but also the platforms through which
we deliver it.
Through relevant, expert and
trusted content, we are better able to monetise
our audience and, through the platform effect
of our various initiatives, we drive even greater
value for our stakeholders.
Forms of engagement
• Audience development initiatives shared
with Board during Board Strategy day
• Audience performance a standing agenda
item in the ELT, sales and business review
meetings, which are attended by the CEO
and CFO
• Feedback received 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 websites and assess overall site
effectiveness
• Insights team within Marketing leads on user
research for digital brands, capturing
perceptions of our sites by our audience,
their perspectives/priorities, and their view of
our competitive set
• Our new commenting system, implemented
across 27 of our sites, allows users to feed
back directly on our articles
• CEO monthly Board updates include a review
of audience performance
• Board members have a standing invitation to
attend Future events, where they have the
opportunity to meet our audience
• As part of our ongoing portfolio review, we
identify opportunities to attract new and
retain existing audiences.
Key issues or priorities identified
• Our traditional model of attracting high intent
users via Search is being impacted by
changes to Google’s user interface and
changes to user behaviour
• Our existing SEO authority is translating into
‘AI authority’
• Remaining a trusted source requires us to
become increasingly influential in a new
information ecosystem
• Building repeat audiences, not dependent on
Google, requires us to develop our brand
propositions to attract loyal, repeat users
through high-quality, brand-specific content;
to drive our email audience through
Membership features and high-quality
newsletter execution; and to reach our
audience wherever they are, whether that be
on techradar.com, ChatGPT or TikTok
• Reuse of comparison sites is heavily based
on awareness and top of mind at the point of
customer renewals, as Go.Compare’s
relationship is a transactional one year after
year.
Outcomes and impact on principal decisions
• Strategic partnership with OpenAI, which
was announced in December 2024, provides
opportunities to embed our content within
ChatGPT
• We continue to diversify our audience
acquisition and revenue, investing in our
products to build trust and repeat visits and
segmenting and developing our brands
• We are investing further in growing our AI
Authority, as represented in our AI Visibility
Strategic Initiative, Optic
• We acquired RNWL in March, which provides
Go.Compare with an app on which to build an
ongoing, engaging experience for our
audience / customers
• Board members attended various of our
events through the year.
OUR CUSTOMERS
(INCLUDING ADVERTISERS)
Description
As one of our core monetisation frameworks,
advertising is key to 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 key external
industry events
• Meetings between the Executive Directors
and our customers, including advertising
agencies and content buyers
• Regular reports on customer and advertiser
performance by our CEO to the Board.
Key issues or priorities identified
• The need to invest in our products to build
trust and repeat visits and to segment and
develop our brands
• Mitigate the risk of detrimental advertising
market changes
• 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
• Continue to drive our UK and US business
performance.
Outcomes and impact on principal decisions
• We have developed a clear product and
initiatives roadmap
• Our roadmap was showcased to investors
and analysts during a webinar in September
• These initiatives, as well as driving value and
fostering growth, are linked to and address
many of the risks and uncertainties
highlighted on page 47 of this report.
OUR PEOPLE
Description
Our colleagues are integral to Future’s
operations and the successful execution of
our strategy. Engagement helps Future
attract, retain and develop a diverse and
talented workforce, and ensures that the
Board has the necessary insights and is able
to consider our colleagues’ voices in the
Board’s decision-making. Diversity in our
people and our thoughts, as well as high levels
of employee engagement, help us to create
content that our audience loves, with many of
our colleagues being part of the communities
we reach.
Forms of engagement
• Quarterly pulse survey launched April, full
FY25 engagement survey launched June
• Diversity data collected via Dayforce
• Quarterly meetings of ‘The Exchange’ where
Executive Directors and others update
colleagues on business performance, with an
opportunity for colleagues to submit
questions anonymously or ask them live.
The
Board are invited to these virtual meetings
and the recordings are also shared with them
• Regular email updates to all colleagues from
our CEO
• Listening sessions where relevant, eg
DE&I topics
• Regular communication and engagement
with colleagues via Global Slack channel and
email newsletters
• Additional communication and engagement
with colleagues via office/remote/employee
networks Slack channels
• People & Culture data snapshot shared in
every Board meeting.
Format and content
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.
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Corporate Responsibility
Annual Report and Accounts 2025
has been updated in FY25, based on Board
feedback, to provide more analysis
• Opportunities created for the Board to meet
colleagues in various formal and informal
settings, for example Board Q&A sessions
with all staff in London in March and Cardiff
in September
• The Nomination Committee reviews Board
composition and succession planning, as well
as ELT structure, bench strength, succession
and talent development
• First full year of Ivana Kirkbride’s
appointment as nominated Non-Executive
Director responsible for workforce
engagement
• Ongoing programme of training
for colleagues
• Participation in FTSE Women Leaders’
Review and Parker Review surveys
• Recognised, in February, among the UK’s
Best Employers in 2025.
Key issues or priorities identified
• Ongoing need for development programmes
targeted at specific cohorts within the
organisation
• Opportunities for nominated Non-Executive
Director responsible for workforce
engagement to catalyse mechanisms to
gauge workforce views on a regular basis,
identify any areas of concern, ensure they are
taken into account by the Board, etc (also
bringing Future into compliance with
Provision 5 of the UK Corporate Governance
Code 2018)
• Update on the engagement survey results
shared in the September Board meeting, as
well as a progress update on the actions
already underway from the prior survey
• Strong employee support for volunteer-led
groups based on shared identities and/or
experiences
• Need for improved carbon literacy within
the organisation
• Desire for Future to have a structure to
support colleagues who wish to volunteer
and/or fundraise
• Need for a code of ethics and conduct, to
articulate the standards for Future’s conduct
and mindset and set out the rules and values
we expect our colleagues to follow and the
standards they must uphold, as well as to
raise awareness of our corporate policies
• Need for a reporting system to give
colleagues a means of ‘speaking up’ about
serious concerns without fear of reprisal and
allowing Future to address concerns
promptly
• Future has opportunities to improve its
gender diversity at both Board and
leadership level.
Outcomes and impact on principal decisions
• A refreshed leadership development
programme is being created, focused on
preparing high potential employees for
leadership roles
• A three-year employee engagement plan
(2025-2027) was approved by the Board in
February, with the aim to transform the
Board’s and Future’s dialogue with the
organisation and to drive earned value
with colleagues
• Employee networks launched - in FY 2025
these were: the Cultural Collective (ethnic
diversity), LGBTQIA+ Space, Women of
Future.
Three additional networks were
launched in Q1 of FY 2026, focused on
neurodiversity, disability and parents &
carers.
Focus on leadership succession
planning, ensuring inclusive recruitment and
equal opportunities for all, with the
opportunity to influence policies and
processes
• Reviewing all of our People policies twice per
year to ensure they are up to date with any
employment law changes and also looking at
them through a DE&I lens, to ensure they are
inclusive, and to ensure they have a zero
tolerance approach to discrimination and
harassment
• Reviewing our gender pay gap report once
per year
• Introduced a standardised, calibrated annual
performance review framework and salary
increases based on performance ratings,
with salaries related to job architecture
bandings
• Updated our recruitment processes which
now include blind CV screening, skills-based
assessments, a diverse panel of interviewers
and standardised interview questions to
ensure consistency
• Using an external platform to ensure we are
using inclusive language on all of our job ads,
to attract a diverse candidate pool. All of our
job ads also have a reasonable adjustments
statement
• Board Q&A session in London office in
February and in Cardiff office in September;
Board members joined a dinner with the ELT
and some of the SLT during the Strategy Day
in March
• Carbon literacy training programme rolled
out from February, involving the Board and
senior leadership
• Charity & Social Impact policy launched
in April
• Code of Ethics & Conduct launched and all
corporate policies reviewed
• New externally-facilitated Speak Up
reporting tool launched March, along with an
updated Speak Up policy
• Other all-company (eg. presentation, time
management and communication skills) and
role-specific training courses are facilitated
throughout the year.
COMMERCIAL PARTNERS AND SUPPLIERS
Description
Our business relies on strong and mutually
beneficial partner relationships. Building
resilience, quality and efficiency across our
supply chain is a fundamental contributor to
our long-term sustainability. Through
alignment with our values, continuous
improvement and an appropriate balancing
of risk, we build mutual confidence
and respect.
Forms of engagement
• Senior members of some of our partners
presented at our Board Strategy meeting
in March
• Executive Directors’ engagements (meetings,
conferences) with key suppliers and partners
• Regular CEO meetings with technology
partners, clients and agencies
• 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
February, of a new UK printer contract with
Walstead and, in August, of a new global
paper supply contract with Lindenmeyr
38
Future plc
• 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, to protect
the copyright in our content against
infringement by third parties
• Strategic partnership with OpenAI
announced in December, to bring content
from the Group’s media brands to OpenAI’s
users
• Agreement signed with ProRata, which
facilitates fair compensation and credit for
content owners in the age of AI
• We continue to monitor developments and to
work with our key vendors in the area of
privacy and regular updates have been
provided to the Board
• We continue to expand on existing trading
agreements with key agencies, building on
the scope of our work together by: servicing
existing and adding in new agency clients,
expanding the depth of Future products and
services that agencies utilize, and bringing
insights and beta programs to agency
executives at a global level
• 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 and approval 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.
Through constructive engagement, providing
our considered and expert views in relation to
the public policy and regulatory frameworks in
the markets in which we operate, we aim to
ensure we maintain a high standard of
regulatory compliance, while also ensuring
that new laws which impact our business are
balanced and proportionate.
Forms of engagement
• 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
• 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 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 guidance on “Reject All” and “Consent or
Pay” requirements for websites
• New US state comprehensive privacy laws,
with eight taking effect during 2025
(Delaware, Iowa, Nebraska, New Hampshire,
New Jersey, Tennessee, Minnesota,
Maryland)
• 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, and of the Online Safety Act
• 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 and we
contributed to the former’s response to the
UK Government consultation on Copyright
and Artificial Intelligence in February
• Testing the inclusion of first layer “Reject All”
and “Consent or Pay” 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
• Responded to the CMA’s request for
information as part of its SMS investigation
into Google’s general search and search
advertising services.
INVESTORS
Description
Our investors (equity and debt) provide
liquidity in our shares and access to capital.
We place great importance on having
constructive relationships with all investors
and seek to ensure that we maintain an
appropriate dialogue with them on all matters,
including strategy, governance and
remuneration, throughout the year. Listening
to their views and seeking to address their
needs and to generate value for them allows
for Future’s long-term sustainable success
and its contribution to wider society.
Forms of engagement
• The CEO and CFO presented the full year
results and the interim results and took
questions from analysts
• The Chair, CEO and CFO held regular
meetings with our largest shareholders
• The CEO and CFO held meetings with target
investors based in the UK, US and parts of
Europe
• The CEO and CFO attended investor
conferences during the year. These included
the DBN UK conference in January 2025, the
Berenberg UK conference in March 2025
and the JPM TMT London conference in May
39
Corporate Responsibility
Annual Report and Accounts 2025
• The CEO and CFO held meetings with equity
sales teams and analysts following our
results announcements
• The CEO and the CFO both hosted a sell-side
meeting upon joining (Sharjeel in September
2024 and Kevin in March 2025)
• The Board attended the AGM, with an
opportunity for shareholders to ask
questions before, during and after the
meeting
• Debt investor session held as part of the
FY24 results
• CFO met with all Future’s lenders on a one to
one basis and with our credit rating agencies
• The Board received reports on analyst
consensus, latest shareholder feedback,
changes in the share register, key
shareholder engagement activities and
competitor analysis 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
• Consultation with lenders and UKEF in
relation to the debut sterling bond issuance
• Consultation with shareholders and proxy
agencies on the proposed 2026-2028
Directors’ Remuneration Policy.
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.
• Details of the feedback received from
shareholders on the proposed new Directors’
Remuneration Policy, and the consequent
modification of the proposals, are set out on
page 112 of this report.
Outcomes and impact on principal decisions
• Consideration of feedback to inform,
amongst other things, Future’s strategy,
long-term plan, dividend policy, capital
allocation and approach to ESG and other
governance issues
• Debut sterling bond issue announced in July
• Announced a return of cash through a third
share buyback programme in December,
which began in January and ended in July.
A
fourth buyback programme which was
announced with our HY results, began on 1
August.
We will announce a fifth buyback
programme when we announce the FY 2025
results
• We will announce, with the FY 2025 results,
the Board’s intention to propose a final
dividend of 17p for FY 2025
• The new Directors’ Remuneration Policy will
be submitted for our shareholders’ approval
at the AGM in February 2026.
40
Future plc
Section 172(1) Statement
(a)
The likely consequences of any
decision in the long term
Strategic report:
Our business model (page 13)
Chair’s statement (page 8)
Chief Executive’s Q&A (page 14)
Key performance indicators (page 16)
Risk management (page 47)
Viability statement (page 52)
Corporate Governance report:
Chair’s governance statement (page 75)
Board activity (page 82)
Audit and Risk Committee report (page 88)
(b) Interests of the Group’s employees
Strategic report:
Our business model (page 13)
Responsibility Report (page 21)
Stakeholder engagement (page 36)
Corporate Governance report:
Chair’s governance statement (page 75)
Board activity (page 82)
Audit and Risk Committee report (page 88)
Nomination Committee report (page 85)
Remuneration report:
Remuneration Committee Chair’s statement
(page 96)
Directors’ pay in a wider setting (page 108)
futureplc.com:
Responsibility
Gender pay gap report
(c) Our business relationship
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 12)
Performance (page 43)
Risk management (page 47)
Corporate Governance report:
Board activity (page 82)
Audit and Risk Committee report (page 88)
(
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 34)
futureplc.com:
Re
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 75)
Directors’ Report (page 93)
Shareholder information (page 179)
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:
41
Corporate Responsibility
Annual Report and Accounts 2025
Some of the key decisions considered by the
Board in FY 2025, and how the Board had
regard to Section 172(1) matters when
discussing them, are set out below:
CEO 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 CEO has an impact on all aspects of the
Group and therefore on all of our stakeholder
groups.
The role is crucial in shaping the
Group’s strategy and in ensuring that the
Section 172(1) statement is accurate and
reflects the Group’s commitment to
stakeholder interests, as well as for ensuring
that the Group’s commitment to these
principles is communicated to employees and
other stakeholders.
Decision:
The Board approved the
appointment of Kevin Li Ying as CEO, with
effect from 31 March 2025.
As a strong,
visionary leader with an unmatched
knowledge of the Group, from its tech stack to
its revenue streams, and having led B2C, the
Group’s largest division, as EVP, successfully
delivering on the execution of the Growth
Acceleration Strategy, Kevin was
the ideal
candidate for the role, for the benefit of all
stakeholders. Read more about the
appointment on page 85.
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:
A clear strategy, aimed
at driving value and fostering growth, as well
as being linked to and addressing many of the
risks and uncertainties highlighted on page 47
of this report, is key to promoting the
long-term success of the Group for the
benefit of all its stakeholders.
Decision:
Building on the investments made in
FY 2024 and FY 2025, under the Growth
Acceleration Strategy, in September 2025 the
Board approved a clear roadmap with a series
of strategic initiatives, which was showcased
to investors and analysts during a webinar
in September.
Content licensing
Relevant Section 172(1) decision criteria: (a),
(c), (e), (f )
Relevant stakeholders:
Audience, Customers,
Investors
Stakeholder Impacts:
Across Future’s brands,
we are focused on growing our engaged
audience and building global communities.
Expanding the range of platforms where our
content is distributed is a key part of this and
users are increasingly starting their web
searches on Generative AI platforms like
OpenA. ChatGPT provides a whole new
avenue for people to discover Future’s
content.
Decision:
The Board approved a strategic
partnership between the Company and
OpenAI, which was announced in December
2024.
Share buyback
Relevant Section 172(1) decision criteria: (a),
(b), (e), (f )
Relevant stakeholders:
People, Investors
Stakeholder Impacts:
Buying back our shares
returns cash to our shareholders. We
completed a £45m share buyback programme
in October 2024 and, at the time of our
full-year results announcement in December
2024, announced a further buyback
programme of up to £55m.
That programme
was launched on 2 January 2025 and
concluded on 31 July 2025, when the £55m
limit was reached.
As at that date, 7,011,664
shares had been repurchased, and cancelled,
under the programme.
On the same date we
launched the further £55m buyback
programme, which we had announced at the
time of our half-year results in May 2025.
Decision:
The Board believed that the share
buyback programmes would provide greater
flexibility to achieve an optimal use of cash to
deliver value for shareholders, which include
our people, whilst still maintaining a strong
balance sheet. The Board keeps the current
programme under review and continues to
assess it against its capital allocation
priorities.
Sterling Bond Issuance
Relevant Section 172(1) decision criteria: (a), (c)
Relevant stakeholders:
Investors
Stakeholder Impacts:
The Group’s Export
Development Guarantee (‘EDG’) Facility was
due to mature in November 2027.
Although
best practice would have been to refinance
this facility by September 2026, the Board
considered the increased market volatility and
economic uncertainty following the
announcement of US tariffs, which it was
anticipated may change the supply and
demand dynamics in the debt markets,
increasing re-forecasting and interest rate
risk. This led the Board to consider refinancing
the EDG facility well ahead of its due date to
ensure that the Group retained access to a
strong, stable debt facility at reasonable
interest rates.
Decision:
In May, the Board approved the
initiation of a sterling bond issuance process
and appointed a sub-committee of the Board
to finalise the issuance. The Group announced
the successful launch and pricing of the bond
on 3 July 2025, enhancing its access to debt
markets, lengthening its maturity profile and
providing long-term financing for the business
that aligns with the Group’s capital allocation
policy, while the competitive pricing of the
bond demonstrated the strength of the
Group’s business.
Code of Ethics & Conduct
Relevant Section 172(1) decision criteria: (b),
(c), (e)
Relevant stakeholders:
People, Suppliers
and Customers
Stakeholder Impacts:
A Code of Ethics &
Conduct articulates the standards for Future’s
conduct and mindset, conveying our
commitment to responsible practice, to both
internal and external stakeholders. It sets out
the rules and values our employees must
follow and the standards they must uphold,
connecting these directly to our purpose
and values.
Decision:
The Board approved the Group’s
new Code of Ethics & Conduct in July 2025,
with the intention that it would, among other
things: clarify leadership’s expectations for
behaviour across the business, enhance
Future’s reputation, culture and brand among
all its internal and external stakeholders and
create a positive perception of Future with
potential customers.
42
Future plc
Financial
Review
43
Financial summary
47
Risks and uncertainties
49
FY 2025 principal risks
52
Longer term viability statement
54
Taskforce on Climate-Related
Financial Disclosures
Financial Review
43
Annual Report and Accounts 2025
The financial summary is based primarily
on a comparison of results for the year
ended 30 September 2025 with those for
the year ended 30 September 2024. Unless
otherwise stated, change percentages
relate to a comparison of these two periods.
Organic growth is defined as the like for like
portfolio including the impact of closures
and new launches, but excluding acquisitions
and disposals made during FY 2025 and FY
2024 at constant foreign exchange rates.
Constant rate is defined as the average rate
for FY 2025.
The Directors believe that adjusted results
provide additional useful information on
the current core operational performance
of the Group and review the results on
an adjusted basis internally. Refer to the
Glossary section at the end of this document
for a reconciliation between adjusted and
statutory results.
Group revenue was down (6)% year-on-
year at actual currency, with a (3)% organic
decline combined with the previously
announced closures of brands and adverse
foreign exchange.
The Group is organised and arranged
primarily by reportable segment. From 1
October 2024, the Executive Directors
consider the performance of the business
from a divisional perspective of B2C,
Go.Compare and B2B. Historically, the
performance of the business was considered
on a geographic basis split between US
and UK, with Australia included within UK
activities. The Group also uses a sub-
segment split of Media (websites and events)
and Magazines for further analysis.
B2C revenue
FY 2025
£m
FY 2024
£m
Reported
YoY var
Organic
YoY var
US digital
advertising
96.8
102.8
(6)%
(2)%
UK digital
advertising
44.6
52.0
(14)%
(8)%
Digital
advertising
141.4
154.8
(9)%
(4)%
eCommerce
affiliates
76.7
83.9
(9)%
(6)%
Other media
28.1
28.7
(2)%
+2%
Media
246.2
267.4
(8)%
(4)%
Subscriptions
122.2
129.0
(5)%
(2)%
Other
magazines
125.0
126.7
(1)%
+2%
Magazines
247.2
255.7
(3)%
flat
B2C revenue
493.4
523.1
(6)%
(2)%
Reported revenue for
B2C
was down (6)%,
impacted by foreign exchange and closures.
Organic revenue was down (2)% during the
year reflecting mixed performance.
Media
organic revenue was down (4)% in
the year with a challenging macroeconomic
backdrop, impacting affiliates and total
digital advertising despite direct advertising
being in growth in H2 in both the US and the
UK. Sessions² of 317m (FY 2024: 353m)
declined (10)%, with growth in women’s
and wealth not being able to offset decline
in other verticals. However, the correlation
between sessions and revenue is decreasing,
driven by our strategic focus on driving
direct advertising which is less dependent
on audience. During the year, we saw +3ppt
of ads revenue move into direct from
programmatic. As a result, our yields grew
+8% year on year.
Revenue
FY 2025
£m
FY2024
£m
YoY Var
Organic
YoY Var
B2C
493.4
523.1
(6)%
(2)%
Go.Compare
191.8
202.7
(5)%
(5)%
B2B
54.0
62.4
(13)%
(9)%
Total Revenue
739.2
788.2
(6)%
(3)%
Sharjeel Suleman
Chief Financial Officer
Financial
Review
Financial summary
Summary
FY 2025
£m
FY 2024
£m
Revenue
739.2
788.2
Adjusted EBITDA
1
223.4
239.1
Adjusted operating profit
1
205.4
222.2
Operating profit
121.9
133.7
Profit before tax
91.9
103.2
Basic earnings per share (p)
62.7
67.2
Diluted earnings per share (p)
62.1
66.8
Adjusted basic earnings per share (p)
1
124.2
124.6
Adjusted diluted earnings per share (p)
1
123.0
123.9
1 Adjusted items are a non-GAAP measure. For further details refer to the Glossary section on pages 173 to 178.
Building the business for tomorrow whilst delivering
on today
44
Future plc
UK Digital advertising
market remained
challenging, down (8)% on an organic basis, a
significant improvement on the first half and
returning to growth in Q4 (+5%).
In the
US, digital advertising
organic
revenues were down (2)% with an
improvement in H2 to +1% growth. This
includes +6% growth in direct advertising
during the year, a key strategic objective of
the Group, despite ongoing volatility.
Affiliates’
good H1 performance reversed in
H2 with overall revenue (6)% down for the full
year, despite continued growth in vouchers.
The performance was mainly driven by the
audience decline.
Magazines
recorded an excellent
performance. Magazines represent 50%
of the B2C division and, as an industry, is in
secular decline. During the year, Magazines
revenues were flat. This is the strongest
performance from Magazines since COVID,
and is a result of an improvement in our
subscription business combined with growth
in premium print titles and the Rolex book.
Subscription
organic revenue was only down
(2)% in the period, testament of the work
and investment to drive stabilisation in this
revenue stream with growth in key titles such
as The Week Junior.
Other magazines
(print advertising and
newstrade) organic revenue grew +2% in
the period driven by a premium book for
Rolex combined with better underlying
performance for both weekly and
premium titles.
Go.Compare revenue
FY 2025
£m
FY 2024
£m
Reported
YoY var
Organic
YoY var
Car insurance
117.6
130.1
(10)%
(10)%
Non-car
insurance
74.2
72.6
+2%
+3%
Go.Compare
revenue
191.8
202.7
(5)%
(5)%
Revenue for our price comparison business
Go.Compare
declined (5)%, both reported
and organically, reflecting the strength of the
prior-year. Looking at the performance over a
two-year period, revenue grew by
+10% CAGR.
Car insurance
revenue declined by (10)% in
the year against strong comparators. The car
performance was impacted by lower quote
volumes driven by the market partially offset
by improved conversion driven by continued
focus on improving consumer journey.
Non-car insurance
revenue grew by +3%
in the year, reflecting the strategic focus to
grow non-car categories which now represent
39% of Go.Compare revenue, up +3ppt year-
on-year.
B2B revenue
FY 2025
£m
FY 2024
£m
Reported
YoY var
Organic
YoY var
Digital
advertising
(newsletters)
32.0
36.3
(12)%
(9)%
Affiliates
(lead gen &
webinars) &
Other media
(events) &
Magazines
22.0
26.1
(16)%
(10)%
B2B revenue
54.0
62.4
(13)%
(9)%
B2B
performance remained challenging with
(13)% reported revenue decline and (9)%
organic. The performance was impacted by
challenging end-market dynamics.
Digital advertising
organic revenue
was down (9)% in the year with mixed
performance across verticals with growth
in education and financial services offset by
decline in healthcare, food and travel.
The (10)% organic decline in
other revenue
is largely driven by the continued challenging
backdrop in enterprise tech. The team
is executing on plans to turnaround the
performance in B2B.
Operating costs
Cost of sales including distribution costs
were down 11% year-on-year. The decline
was driven by revenue combined with a
change in revenue mix with the reduction in
Go.Compare revenue, combined with better
rates in Magazines cost of sales. See note
3 to the financial statements for further
details.
Other costs are down 3% during the
year reflecting the annualisation of the
investment in certain areas combined with
annual pay rise which increased salary and
wages costs, the impact of which abated in
H2, as planned. These cost increases have
been offset by lower TV marketing spend
combined with the benefit of an incremental
year of R&D tax credits and lower medical
benefit rates.
Operating profit
Adjusted operating profit decreased
£16.8m to £205.4m (FY 2024: 222.2m)
driven by the impact of revenue decline
whilst adjusted operating profit margin has
remained stable at 28% (FY 2024: 28%),
despite annualisation of some investment
combined with inflationary pressures within
wages, the largest cost. This is a testament
to the strength of the Group to focus on
investment that drives returns as well as
continuous review to remove inefficient
spend. The diversified revenue and strong
financial characteristics of the Group, even in
a challenging macroeconomic environment,
have provided clear benefits.
Statutory operating profit decreased by
£(11.8)m to £121.9m (FY 2024: £133.7m),
primarily driven by adjusted operating
profit performance. Statutory operating
margin declined marginally to 16% (FY 2024:
17%), reflecting adjusted operating profit
movement net of adjusting items.
Earnings per share
Basic earnings per share is calculated using
the weighted average number of ordinary
shares in issue during the period of 105.8m
(FY 2024: 114.4m), the decrease reflecting
the share buyback programmes.
Earnings per share
FY
FY
2025
2025
FY
FY
2024
2024
Basic earnings per share
62.7
67.2
Adjusted basic earnings per share
124.2
124.6
Diluted earnings per share
62.1
66.8
Adjusted diluted basic earnings per
share
123.0
123.9
The Glossary section at the end of this
document provides the definition of adjusted
Financial
Review
Adjusted operating profit and margin
FY 2018 FY 2019
FY
2020
FY 2021 FY 2022 FY 2023FY 2024
£350.0
£300.0
£250.0
£200.0
£150.0
£100.0
£50.0
£0.0
£m
14%
24%
28%
32%
33%
32%
28%
40%
30%
20%
10%
0%
28%
Financial Review
45
Annual Report and Accounts 2025
earnings per share and
a reconciliation to
reported earnings per share.
Transaction and integration related costs
Transaction and integration related costs
of £7.2m incurred in the year reflect £1.6m
of post-integration IT system costs and
associated fees, and £0.9m of transaction
related legal fees. £2.4m relates to
professional fees to support portfolio
optimisation across the Group’s divisions,
of which £0.7m relates to rationalisation of
previously acquired subsidiaries. A charge of
£2.3m has been provided for historic sales
taxes arising from a post integration tax
compliance review.
Exceptional items
The Group performed a strategic
optimisation review and identified Mozo
Pty Ltd, an Australian price comparison
subsidiary acquired in 2021, having been
impacted by macroeconomic challenges,
and being sub-scale in its market, was no
longer contributing to the overall strategy
of the Group. An impairment charge related
to goodwill and acquired intangible assets
of £15.2m is recognised in exceptional
costs. Mozo formed part of the B2C cash
generating unit.
Exceptional items also include £2.7m relating
to redundancy costs in line with our ongoing
group wide programme to create an efficient
and sustainable operating model targeting
£20.0m savings per annum by FY 2028
and a £0.4m credit relating to properties
which became onerous and were treated as
exceptional in prior years.
Other adjusting items
Other adjusting items include amortisation
of acquired intangibles of £53.3m (FY
2024: £66.7m), the decrease is due to
£11.0m accelerated amortisation in the
prior period for brand and customer list
intangible assets relating to Look After My
Bills (‘LAMB’), arising with the Go.Compare
acquisition, following the cessation of active
management of the LAMB business in
FY 2024.
Share-based payment expenses relating
to equity-settled share awards with
vesting periods longer than twelve months,
together with associated social security
costs, decreased by £3.4m to £5.5m (FY
2024: £8.9m), partly due to the lapsing of
former CEO’s awards. Share based payment
expenses are excluded from the adjusted
results of the Group as the Directors believe
they are significant and result in a level of
charge that would distort the user’s view
of the core trading performance of the
Group, and include the historical one-off
all-employee Value Creation Plan scheme
where a charge is booked irrespective of the
likelihood of achieving the vesting targets.
Net finance costs and refinancing
At 30 September 2025, 48.3% (£290.0m of
£600.0m) of the Group’s facilities remained
undrawn (30 September 2024: 53.8%
(£350.0m of £650.0m) undrawn).
Net finance costs decreased to £28.8m (FY
2024: £29.8m) which includes net external
interest payable of £24.7m (FY 2024:
£25.9m) reflecting the reduction in the
Group’s debt and £4.1m (FY 2024: £3.9m) in
respect of the amortisation of arrangement
fees relating to the Group’s bank facilities.
A further £1.5m (FY 2024: £1.7m) of net
interest was recognised in relation to lease
liabilities and £0.3m (FY 2024: £0.2m)
in respect of the unwinding of deferred/
contingent consideration.
The Group refinanced its entire capital
structure during the year.
The previous
RCF of £350.0m, maturing July 2026, was
refinanced with a £300.0m RCF, maturing
May 2029,
with two, 1-year extension
options subject to lender consent.
The Group’s £300.0m Export Development
Guarantee Facility, maturing November
2027, was refinanced with a £300.0m 5-year
non-call 2 (“5NC2”) senior unsecured bond.
The instrument carries a fixed coupon of
6.75% per annum, payable semi-annually in
arrears, and matures in July 2030. The bond
is callable at the issuer’s option after the
second anniversary of issuance ,according to
the following schedule:
Year 3:
Redeemable at par plus 50 % of the
annual coupon,
Year 4:
Redeemable at par plus 25 % of the
annual coupon, and
Year 5:
Redeemable at par.
This stepped call structure provides
flexibility for the Group to optimise its capital
structure.
The new facilities significantly
extend the maturity of the Groups debt.
Following the issuance of the Group’s 5NC2
senior unsecured bond,
as at 30 September
2025, 98% (FY 2024: 100%) of the Group’s
drawn debt was fixed at an average rate of
6.73% (FY 2024: 6.39%).
Taxation
The tax charge for the year amounted to
£25.6m (FY 2024: £26.4m), comprising a
current tax charge of £32.5m (FY 2024:
£37.9m) and a deferred tax credit of £6.9m
(FY 2024: £11.5m).
The current tax charge arises in the UK
where the standard rate of corporation tax
in FY 2025 is 25% and in the US where the
Group pays a blended Federal and State tax
rate of 28%.
The Group’s FY 2025 adjusted effective
tax rate was 25.3% (FY 2024: 25.7%). The
Glossary section at the end of this document
provides a reconciliation between the
Group’s adjusted effective tax charge and
statutory effective tax charge.
The Group’s effective tax rate, inclusive of
adjustments in respect of previous years,
has increased to 27.8% (FY 2024: 25.6%).
The Group tax charge includes the impact of
the impairment of goodwill and intangibles
and other non-deductible items offset by
movements in uncertain tax liabilities and
prior year adjustments.
The Group has assessed the impact of the
enacted or substantively enacted Pillar Two
legislation in the jurisdictions in which the
Group operates. Based on this assessment,
there is no impact of the Pillar Two legislation
on the Group.
Balance sheet
Property, plant and equipment decreased
by £3.3m to £29.5m in the
period (FY 2024:
£32.8m) primarily reflecting depreciation of
£6.9m, offset by capital expenditure
of £3.6m.
Intangible assets decreased by £60.0m
to £1,453.7m (FY 2024: £1,513.7m) driven
by amortisation charge £64.4m and an
impairment of goodwill and acquired
intangibles of £15.2m offset by the
capitalisation of website development
costs £12.9m and £9.3m intangible assets
acquired through the acquisition of RNWL
and Kwizly.
At 30 September 2025, the Group had
net current liabilities of £6.6m (FY 2024:
£70.3m).
Total current assets decreased by £9.2m to
£149.5m (FY 2024: £158.7m), led by Trade
and other receivables reducing by £10.2m to
£105.1m (FY 2024: £115.3m) due to
lower revenue.
Total current liabilities decreased by
£72.9m to £156.1m (FY 2024: £229.0m) of
which: trade and other payables reduced
£29.3m primarily due to a £11.5m one-
off VAT liability which was settled during
the year and a £4.2m reduction in bonus
accrual. Deferred income reduced by £3.8m
relating to recurring subscriptions. Financial
liabilities movement included a reduction
46
Future plc
in interest bearing loans and borrowings by
£20.0m as the bond refinancing secured
in July 2025 provided a break in short term
debt repayments.
Other financial liabilities
reduced by £12.2m due to the change in
terms of the share buyback programme
resulting in a liability of nil at 30 September
2025 (FY 2024: £12.2m). Finally a reduction
in corporation tax payable and lease
liabilities primarily explains the remaining
£7.6m reduction.
Total non-current liabilities increased by
£20.9m to £438.2m (FY 2024: £417.3m)
principally from the debt refinancing secured
in June 2025.
Cash flow and net debt excluding
lease liability
The Group remains highly cash generative,
a consistent feature of the Group, with
cash inflow from operations of £188.3m
(FY 2024: £230.0m) reflecting continued
strong cash generation. Adjusted operating
cash was £193.2m (FY 2024: £236.2m).
A reconciliation of cash generated from
operations to adjusted free cash flow is
included in the Glossary section at the end of
this document.
The Group delivered adjusted free cash
flow conversion of
86% and is forecast
to generate sufficient cash flows to meet
its liabilities as they fall due. Excluding
one off items (a one-off VAT payment
and the payment of the prior year bonus),
the underlying adjusted free cash flow
conversion would have been 96%.
After expenditure on property, plant and
equipment and website development costs
and returning £99.5m (FY 2024: £67.0m)
to shareholders in the period through share
buyback programmes and annual dividend,
leverage is stable at 1.3x (FY 2024: 1.1x)
and net debt excluding lease liability has
increased to £276.4m (FY 2024: £256.5m).
Other significant movements in cash flows
include purchase of shares into Trust of
£7.0m (FY 2024: nil), lease payments of
£6.2m (FY 2024: £6.9m), and net inflow
of refinancing which occurred during the
year of £10.0m (FY 2024: net outflow due
to repayment of debt of £93.0m) offset by
bank arrangement fees of £6.3m. Foreign
exchange and other movements accounted
for the balance of cash flows.
Going concern
The going concern of the Group has been
assessed, taking into account the Group’s
strong financial position, including external
funding in place over the assessment period,
of over 12 months from the date of this
report, and after modelling the impact of
certain scenarios arising from the principal
risks in line with forecast, which have the
greatest potential impact on going concern
in that period. The Group was in a net current
liabilities position as detailed in the balance
sheet section above, but has significant
adequate cash flow to meet its obligations.
Whilst each of the principal risks has a
potential impact and has been considered
as part of the assessment, only those that
represent severe but plausible scenarios
were selected for modelling. The scenarios
have been modelled using the Group’s
existing £300.0m RCF, which was refinanced
during the 2025 financial year and does not
expire until after the viability period, and the
£300.0m Sterling bond (2030 end date).
The scenarios are hypothetical and
purposefully severe with the aim of creating
outcomes that have the ability to threaten
the going concern of the Group. The Group
has multiple control measures in place to
prevent and mitigate the scenarios from
taking place.
Although the downside scenarios result in
increased leverage, the Group maintains
headroom over the existing bank facilities
and covenants at all testing points. The
results of the above stress testing showed
that the Group would be able to withstand
the impact of these scenarios occurring over
the assessment period.
The exercise undertaken indicates that
the Group is extremely diversified and
very resilient to a number of extreme but
plausible downside scenarios.
The scenario modelling does not account for
various mitigating actions the Board could
undertake to offset the impacts of such
a reduction in cashflow, such as reducing
operational and capital expenditure or a
disposal of part of the portfolio.
Based on the severe but plausible scenarios,
the Directors have a reasonable expectation
that the Company will continue in operation
and meet its liabilities as they fall due over
the period considered. For this reason,
the Directors continue to adopt the going
concern basis in preparing the consolidated
financial statements for the FY 2025 results.
Conclusion
The Group has delivered results in line with
expectations, demonstrating resilience in a
challenging macroeconomic environment.
The Group’s strong cash generation remains
a consistent feature of the Group’s financial
characteristics. The Strategic Report and the
Financial Review are approved by the Board
of Directors and signed on its behalf by:
Sharjeel Suleman
Chief Financial Officer
3 December 2025
Financial
Review
Adjusted free cash flow
£300
£275
£250
£225
£200
£175
£150
£125
£100
£75
£50
£25
£0
£53.7m
£96.0m
£199.3m
£17.4
£267.2m
FY 2018
FY 2019
FY
2020
FY 2021
FY 2022
FY 2023
FY 2024
£253.2m
£222.3m
£m
£177.0m
47
Financial review
Annual Report and Accounts 2025
Risks and uncertainties
Risks and uncertainties
Effective strategic decision making requires a
risk-aware approach throughout the Group to
ensure that management and employees
identify, assess and respond to risks and
opportunities throughout the organisation.
The Group operates in fast-paced and dynamic
sectors and markets in different territories and
faces a variety of opportunities, risks and
challenges that may have direct or indirect
impacts on our ability to deliver value and
achieve our strategic objectives, which requires
well-informed and risk-aware decision making at
all levels in the Group.
The Board has overall responsibility for
determining the nature and extent of the net risk
the Group is willing to take in pursuit of its
strategy. Our robust approach to the
identification and evaluation of key risks enables
us to support the achievement of strategic
objectives and to address the challenges,
uncertainties and opportunities the Group faces.
Risk appetite
Risk appetite sets how much risk the Group is
willing to take in pursuit of its strategy,
and can
be summarised as:
• Areas where innovation and risk-aware
decision making is encouraged;
• Areas where compliance with legal and
regulatory obligations is required and therefore
a cautious approach is taken with the advice
and support of specialists;
• Areas in which the Group has no appetite to
engage in - where these may have an adverse
impact on our reputation, may threaten the
security of data and systems or may result in
harm or detriment to our audience, employees,
suppliers and partners and other key
stakeholders.
Risk appetite statements may change to reflect
the Group’s strategy, business performance and
to reflect developments in both the internal and
external environments.
The overarching risk management framework
continues to evolve and is subject to ongoing
oversight from the Executive Leadership Team
(ELT) and robust challenge by the Audit and Risk
Committee and Board. Including a formal
bi-annual review of the risk register by the Audit
& Risk Committee.
Emerging risks
The Group operates in a number of different
markets and environments and takes a
forward-looking and proactive approach to the
identification and evaluation of new and
emerging risks, which are identified from current
business activities, acquisitions, integration
workstreams and through developments in the
wider environment.
Emerging risks may be identified in a number of
ways - through changes in strategic priorities,
changes in the external environment, incidents
and near-misses and also events impacting
competitors and/or the markets in which the
Group operates.
Developments in 2025
The Group’s approach to risk management is
evolving to reflect changes in the external
environment, strategic developments,
competitor landscape and wider macro-
economic and geo-political conditions.
The Group’s work in monitoring strategic risk
from internal and external developments has
resulted in the following updates to its
principal risks:
•
Search disruption
has replaced Media market
disruption as a principal risk to reflect the
changing search landscape, the emergence of
AI technologies on traditional search, the
personalisation of search, such as Google
Discover and the opportunities to reach
audiences in new ways.
• Distribution platforms
has been updated to
reflect the increasing diversification of how
audiences are accessing media content and
the need to have a presence across multiple
media channels.
During FY25 the following have been areas of
focus:
Internal Control and Corporate Governance
- In 2025 the Group evaluated and
consolidated non-financial risks and controls
into one framework
to expand our
existing
internal control environment and ensure that
the Group is prepared for the introduction of
Provision 29 of the UK Corporate Governance
Code. This approach will give us the basis of
assessing appropriateness and effectiveness
of controls at mitigating our key risks.
This
work used input from the Group’s executive
and senior management, internal auditors,
advisors and prevailing and emerging best
practice. This includes:
• Mapping of operational controls,
material
controls to principal risks.
• Identify existing sources of assurance
(external/internal audit and specialist
assurance providers).
• Identify and document evidence requirements
to support Board attestation.
• Ongoing evaluation of the overall approach in
FY26 ahead of full implementation of Provision
29 for the FY27 annual report.
Go.Compare
- ongoing focus on and
enhancements to respond to the FCA’s
expectations in relation to Consumer Duty,
which includes subsidiary Board reporting
and updates.
Cyber and information security
- continued
focus on and investment in resilience and
response capabilities.
Ongoing review of the Group’s principal risks
and uncertainties to ensure that these align with
changes in the Group’s strategic priorities - this
was subject to oversight, discussion and
challenge by executive management, the Audit
and Risk Committee and the Group Board.
Risk Matrix (after mitigation)
Personal data
Regulatory
Economic & geo-political
Key suppliers and supply chain
People
Distribution
platforms
Search disruption
Cyber and IT
Climate change
Key
Likelihood
Impact on strategy
Low
Medium
High
Low
Medium
High
48
Future plc
OVERALL ACCOUNTABILITY
REPORTING AND INFORMATION
OVERSIGHT AND CHALLENGE
Future has adopted the three lines of defence model for the effective oversight and support of risk management.
First Line
Operational areas are responsible for day-
to-day identification, management and
reporting of risks.
In addition, M&A risks are identified and
managed through pre-acquisition due
diligence activities, integration planning and
weekly project meetings.
Second Line
Specialist functions provide support and
advice to operational areas in areas of risk
management and control design, which
include Compliance, Data Protection &
Privacy, Legal and Information Security.
The second line functions support
management in ensuring that risks, issues
and incidents are escalated and reported
throughout the organisation, including (where
appropriate) the Audit and Risk Committee
and the Board.
Third Line
Internal Audit delivers a risk based
programme to provide assurance on
the management of key risks and the
effectiveness of the control environment.
Where required, access to internal audit
utilise the services of specialists when
THE BOARD
FIRST LINE
OF DEFENCE
THIRD LINE
OF DEFENCE
INTERNAL AUDIT
SECOND LINE
OF DEFENCE
Responsibility
Committee
Remuneration
Committee
Executive Management Responsibility
Operational Performance and Monitoring
Monthly Business Perfomance Reviews
Weekly and Monthly ELT Meetings
Financial Forecasting and Management
Compliance & Risk
Legal
Data Protection Officer
Information Security
Internal Control
and Policies
THE AUDIT AND RISK COMMITTEE
EXECUTIVE LEADERSHIP TEAM
Three lines of defence
49
Financial review
Annual Report and Accounts 2025
FY 2025 principal risks
Search disruption
The Group’s performance may be affected
by changes in the way that audiences search,
access and consume content.
The search landscape is changing and traditional
SEO is being supplemented by both AI generated
summaries and large language model powered
search engines as well as personalised feeds like
Google Discover.
Impact
Failure to anticipate and respond to how the
search market is evolving, such as the use of AI
summarisation or to maximise the benefits of
changing habits, like the use of Google Discover,
may affect demand for our B2C advertising and
e-commerce revenue.
Additionally AI summarisation tools may reduce
the perceived value of our brand in the eyes of the
audience and impact our direct access.
Mitigation
We continue to focus on securing the high trust
value of our content, distinct from AI alternatives,
ensuring this acts as a source of competitive
advantage and loyalty.
As announced at our investor webinar in
September 2025, the Group has launched a
strategic initiatives 12-month roadmap to break
down the delivery of the strategy in incremental
steps to focus on execution. This roadmap
contains a number of strategic initiatives across
our three businesses with many initiatives focused
on a Google-Zero approach. They include:
The Future+ initiative aims to strengthen direct
access to our audience and build both frequency
and loyalty, by offering members personalised
experiences and exclusivity mitigating potential
usage of AI summarisation. Future+ will also give
us enhanced visibility of how our audience seeks
to engage in our content.
Collab aims to extend our reach to audiences
across media channels by using engaging content
created by vetted creators.
Signal provides personalised shoppable curated
content offering a differentiated experience to our
audience. This will supplement both Future+ and
Collab in promoting loyalty and direct access.
The combination of Future+, Collab and Signal also
aims to maximise the potential of personalised
search development, such as Google Discover
to strengthen visibility and monetisation of our
content.
Furthermore, strengthening direct engagement
with the Group’s passion led, loyal and highly
engaged audiences enables us to sell directly to
advertisers at increased yields to reduce reliance
on open auction.
To date we have entered into content partnerships,
including Open AI and ProRata to both promote
our own content and obtain deeper understanding
around how it is being consumed. We continue to
evaluate further strategic partnerships.
Governance oversight
The CEO provides the Board with regular updates
on market and competitor activity. You can also
read more about our Business Model in the
Strategic Report on page 13.
Personal data
The Group derives its revenue principally
through marketing activities and customer
engagement across its websites and online
publications. This includes digital advertising,
subscription services and comparison journeys.
The Group and its third-party partners are
required to comply with stringent data protection
and privacy legislation – including the UK
and EU General Data Protection Regulation
(GDPR) and equivalent laws in other markets
(e.g. US) – governing the collection, use and
sharing of personal information. These laws
impose significant obligations of transparency,
accountability and data governance on the Group.
Impact
The collection, storage and use of personal data
carries the risk of misuse, loss, compromise or
unauthorised access. Such incidents could lead
to regulatory enforcement, financial penalties,
reputational harm and a loss of trust among
customers, partners and advertisers.
Evolving global privacy and advertising standards
continue to affect the Group’s data-driven
marketing and audience-targeting activities. While
major platforms have paused plans to withdraw
third-party cookies entirely, increased scrutiny of
tracking technologies and targeted advertising
persists. In the US, legacy state privacy and
consumer protection laws are increasingly being
applied to modern adtech practices, creating
further uncertainty and potential compliance
exposure.
Mitigation
The Group Data Protection and Privacy function
provides expert support, guidance and oversight
across all business areas. Global privacy and
data protection developments are continuously
monitored to ensure that emerging regulatory
requirements are identified and embedded into
business practices.
Contractual provisions with third-party suppliers
and partners include data protection and security
obligations to ensure compliance and safeguard
personal information. Mandatory training and
awareness programmes reinforce colleague
understanding of privacy responsibilities and
evolving regulatory expectations.
Privacy and data governance considerations
are integral to acquisition due diligence and
integration planning. The Privacy function
maintains regular engagement with key business
stakeholders to review developments, assess
risks and set priorities, ensuring that data
protection remains embedded in operational and
strategic decision-making.
Governance oversight
The Audit and Risk Committee regularly reviews
results of internal control reports and the Board
receives internal corporate governance and
compliance updates. You can read more about our
governance framework on pages 78 to 79.
Distribution platforms
The Group is reliant on its ability to market,
distribute and monetise content through
various media channels.
Our audiences are increasingly platform-
agnostic and they choose to access content
through an increasingly diverse mix of channels
including search engines, websites, social media
apps or
email.
Impact
This means that the Group’s ability to attract,
engage and retain audiences depends on its
ability to operate effectively across a range of
media channels.
Failure to anticipate and respond to the changing
trends and consumer behaviour may result in a
reduction in audience and impact revenue, profit
and future growth.
Mitigation
We aim to mitigate this risk by ensuring our
brands operate in a platform-agnostic way to
ensure our content is found through channels
such as websites, emails, videos, social
platforms, magazines, live events, podcasts and
webinars.
This diversified proposition, a core principle
of our strategy, creates a multiplying platform
effect in several ways.
Collab aims to provide vetted creators with
access to our trusted brands,
increasing our
ability to monetise content in a platform-
agnostic way. This naturally supplements our
existing branded content creation distributed
through our own channels increasing breadth
and resilience .
Signal will enhance audiences’ online shopping
experience by providing curated content tailored
by brands that extends our ecommerce offering
across media channels
Further bolt-on M&A does offer us new
audiences that we can draw to existing
brands through initiatives like Future+, Signal
and Collab. Or we can apply our existing
monetisation routes to brands we acquire to
enable them to scale.
Lobbying activities to ensure the Group
is in a position to influence regulatory and
governmental developments.
Governance oversight
Regular monitoring of developments in the
search landscape is conducted by the Content
and Strategy team with updates provided to the
Executive Management team and the Board.
Key
Risk movement relative to prior year
New Principal Risk
50
Future plc
Economic & geo-political
Group performance could be adversely impacted
by factors beyond our control such as the
economic conditions in key markets and political
uncertainty.
The macroeconomic climate and continued
uncertainty surrounding the impact of interest
rates, inflation, energy costs, events in the Middle
East, war in Ukraine and the US tariff landscape
could lead to reduced consumer spending and a
related downturn in advertising.
Impact
An economic downturn, fiscal policy changes or
unexpected developments linked to worsening
economic conditions may have a negative impact
on revenue and profit.
Mitigation
The Group is diverse geographically and continues
to grow the diversity of its revenue segments,
which provides resilience to economic shocks in
any particular country or region.
Continuous monitoring of macroeconomic
developments and market conditions.
The Group is a market leader in many sectors in
which it operates, which provides resilience in
tough economic conditions.
Governance oversight
The Board is regularly updated across the year, and
performs a deep review annually in the strategy
review, on the consideration of the impact of the
macroeconomic environment. You can also read
more about this in the Strategic Report starting
on page 4.
Key suppliers & supply chain
Certain third parties are critical to the operations
of our businesses.
Key third parties include:
• Printers and paper suppliers
• Magazine wholesalers and hauliers
• Data centre and cloud service providers
• High performing technology and data science
solutions
Impact
A failure of one of our critical third parties may
cause disruption to business operations, impact
our ability to deliver products and services, meet
the needs of our customers and result in financial
loss. The reputation of our businesses may be
damaged by poor performance or a regulatory
breach by critical third parties.
Mitigation
Robust continuity arrangements are in place for
disruption to key third parties.
Magazine Supply Chain and Production BCP
capabilities and contingency arrangements
for Paper Mill Suppliers, Printers (UK, US and
Australia), Distribution partners, Wholesalers and
Postage Suppliers.
Print options and contingency plans are assessed
through market review, procurement charter and
tender exercises.
Financial stability checks on key third-party
service providers and suppliers.
Contingency plans in place to switch to alternative
networks should a failure occur by wholesalers.
Operational and financial due diligence is
undertaken for any new key suppliers or material
changes.
Contracts, service levels and outputs are closely
managed on an on-going basis for key third party
services.
Governance oversight
Regular reviews of key suppliers financial stability
and financial performance.
Analysis of magazine production and supply
chain business continuity capabilities, inc. paper
suppliers, printers.
Global paper supply tender exercise completed
in 2025.
Board updates on key third-party service
providers from executive management.
People
Our future success will depend upon our
continued ability to identify, hire, develop,
motivate and retain highly skilled individuals
in both the UK and US, at executive board and
leadership levels and in our senior management
and technical teams.
The Group has a senior management team that
has a strong track record of innovation, scaling
media groups and creating value.
Impact
Lack of skilled, experienced and motivated people
at executive board level and throughout the wider
group may lead to an inability to deliver on strategy
and business and financial performance targets.
Mitigation
Skilled executive and senior leadership teams
across brands and verticals.
Regular review of people metrics by executive
management inc. hires, attrition and net employee
movement.
Talent management framework in place, including
coaching, mentoring, performance management
program and leadership development program.
Training and development opportunities available
to all employees from online, in-house courses to
funded professional qualifications.
Ongoing review reward packages and employee
benefits, including benchmarking against peers.
Employee engagement activities, including
surveys, workshops and listening sessions,
and peer benchmarking analysis to respond to
employee feedback and prevailing best practice.
DE&I initiatives in place to ensure the Group
remains an attractive employer that responds
to the needs of a wide range of employees from
different backgrounds.
Governance oversight
The Board, Nomination Committee and
Remuneration Committee receive regular
reports on reward and people-related matters.
The Nomination Committee regularly reviews
Board succession planning and the Board
receives updates on senior talent management
programmes. You can read more about the work of
the Nomination Committee on pages 85 to 87.
Key
Risk movement relative to prior year
New Principal Risk
51
Financial review
Annual Report and Accounts 2025
Cyber & IT
The Group relies on high-performing and
resilient IT solutions and infrastructure to
support systems and data science solutions
that meet customer and partner expectations
for experience, use and device of choice. These
include content management, e-Commerce
advertising, CRM systems and datastores.
The Group is dependent upon its websites and
underlying tracking technology to generate
income. Outages, poor performance may result
in reduced revenue and loss of audience to
competitors.
Impact
Disruption, poor performance or unavailability
of key IT solutions may result in an inability
to produce content and to provide first-class
customer experience and support e-Commerce
and advertising activities may result in an inability
to meet business performance and financial
targets.
A cyber security incident could result in
interruption to trading, damage to reputation,
regulatory scrutiny and censure along with
increased costs and resources to manage,
mitigate and recover from incidents.
Mitigation
Proactive monitoring, detection, prevention and
response to the cyber threat landscape by the
Information Security team.
Specialist third-party reviews of information
security, IT resilience and business continuity
capabilities.
Business impact assessments in place and
reviewed annually. Business continuity
arrangements in place for all processes, suppliers
and systems deemed critical.
Ongoing vulnerability assessment programme
in place.
Dedicated IT teams in place consisting of
Technology & Engineering and Ops & IT, reporting
to the Group CTO.
Network redundancy and resilience (multiple
network connections) built into all locations
including data centres.
Data centre infrastructure in place with
geographical failover capabilities for greater
resilience.
Full backup and disaster recovery capabilities in
place for key systems with annual testing.
Cyber and Information Security training is
mandatory for all employees, including random
phishing simulations.
Governance oversight
The Board receives updates and reports from
the CEO and CTO on IT related matters, including
budgets and ongoing delivery of key projects and
initiatives.
Climate change
The Group’s activities, supply chains and
customers may be impacted by climate change,
extreme weather events and physical changes
caused by climate change.
There are also increasing expectations from
governments, regulators, customers, suppliers
and partners to ensure that the Group operates
in a responsible and sustainable way to minimise
environmental harm and reduce carbon
emissions.
Impact
A failure to respond to climate change and the
climate-related expectations of key stakeholders
may lead to negative impact on the Group’s
reputation, business and financial performance.
Mitigation
Our Future, Our Responsibility strategy
established in place, comprising of four pillars:
Climate, Culture, Community and Content.
Plans in place to reduce greenhouse gas
emissions (both direct and in the wider value
chain).
Climate change scenario planning workshops take
place annually.
Carbon Literacy training rolled across the Group.
Reviews under way of key supply chain partners to
understand their net zero approach.
For more information about the risks and
opportunities we have identified specifically
in relation to climate change and as part of our
climate-related risks and opportunities starting
on page 54.
Information about each of these pillars can be
found in the Responsibility section starting on
page 21.
Governance oversight
The Board, Responsibility Committee and Audit
& Risk Committee receive regular updates on
TCFD, ESG and the four pillars of the Group’s
Responsibility strategy.
Regulatory
The Group operates in a number of regulated
markets (insurance, lending, mortgages, energy
and home communications) in the UK and is
required to comply with relevant legal and
regulatory requirements.
Failure to comply with existing or adapt
to changes in future legal and regulatory
requirements may have a fundamental impact
on the Group’s business model, leading to
reputational damage, regulatory scrutiny and /
or sanction
and a failure to meet financial and
operational targets.
Impact
This may result in consumer harm due to our
failure to comply with existing regulatory
requirements and/or implement regulatory
changes and an inability to implement key
business change initiatives successfully.
Mitigation
In-house Compliance team provide ongoing
support and advice on regulatory developments,
marketing campaigns, product and journey
development and changes and associated
content updates.
Distinct and separate governance approach for
Go.Compare to ensure that FCA expectations and
requirements are adhered to, including regulatory
change implementation.
Comprehensive regulatory training and
development for board members, senior
management and employees.
Outsourced internal audit programme to provide
assurance on compliance with key regulatory
requirements.
Governance oversight
Regular reviews and updates on Consumer Duty
developments and broader regulatory change are
presented to the Go.Compare Board and the Audit
and Risk Committee.
52
Future plc
repeatable revenue. Print magazines, as
a whole, are in secular decline, making
longer-term forecasting less relevant;
- eCommerce affiliate represents point-
in-time purchases and is impacted by
changing consumer confidence and
shopping habits; and
- price comparison is a dynamic and
competitive market, making forecasting
consumer awareness and engagement
with the Go.Compare brand difficult
beyond a three-year period.
• technology in the media industry continues
to evolve rapidly, adapting to new trends in
how content and advertising are consumed
• the Group’s business model does not rely
heavily on fixed capital, long-term contracts,
or fixed external financing arrangements
that would require a longer-term horizon
assessment or returns.
Assessing the Group’s viability
This process includes an annual review of the
ongoing plan, led by the Group’s Executive
Directors. The latest updates to the plan
were finalised in December 2025. The base
case financial projections start with the
Group’s 2026 budget and look ahead over the
assessment period to include an expected
level of growth. The Group’s funding position
is also considered, with focus on the ongoing
compliance with the covenants attached to
the Group’s external debt.
The viability of the Group has been assessed,
taking into account the Group’s strong
financial position, including external funding
in place over the assessment period, and after
modelling the impact of certain scenarios
arising from the principal risks, which have the
greatest potential impact on viability in that
period.
The Group remains highly cash generative,
a consistent feature of the Group, with cash
generated from operations being £188.3m
(FY 2024: £230.0m). After returning £99.5m
(FY 2024: £67.0m) to shareholders in the
year through the share buyback programme
and annual dividend, leverage increased
to 1.3x (FY 2024: 1.1x). Net debt excluding
lease liability increased
to £276.4m (FY
2024: £256.5m). These figures represent
the actualised figures in the consolidated
financial statements.
A number of scenarios have been modelled,
considered severe but plausible, that
encompass these identified risks. Whilst
each of the risks on pages 49 to 51 has a
potential impact and has been considered
as part of the assessment, only those that
represent severe but plausible scenarios
Assessing the Group’s longer term
prospects and viability
The Directors have based their assessment
of viability on the Group’s current strategy,
which is outlined in pages 11 to 12. The
Group’s prospects and risks are continually
assessed through:
• Strategy days held once a year to oversee
the delivery of the Strategy and consider
changes or new initiatives to further improve
the Group’s Strategy.
Ad-hoc topics on
aspects of the strategy are covered at Board
meetings.
• The Board receiving regular 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.
• The Board receiving regular updates on the
Group’s approach to risk and performing
a robust assessment of the principal and
emerging risks twice a year. As part of the
assessment of prospects and risks, the
Board routinely receives briefings and
considers topics related to audience trends,
the advertising market and developments
in the content and insurance markets. It is
also kept informed of Future’s resilience
to environmental and climate-related risks
and technological advancements including
in
the area of Artificial Intelligence (AI).
• Its annual long-term detailed planning
process which considers profitability, the
Group’s cash flows, committed facilities,
liquidity and forecast funding requirements
over the next three years. This exercise is
completed annually and was signed off by
the Board in December 2025. As part of this
the Board considers the appropriateness
of key assumptions, taking into account
the external environment and the Group’s
strategy.
Assessment period
The Directors consider a three-year period,
to September 2028, the most appropriate
for the Group’s viability statement as:
• this aligns with Future’s long-range
financial and strategic planning cycle
• visibility over the Group’s revenue streams
is short term:
- advertising spend remains cyclical and
closely linked to global economic growth
and is impacted by the macroeconomic
environment;
- consumer direct monetisation: While
digital subscriptions provide predictable,
were selected for modelling. None of these
scenarios individually threaten the viability
of the Group. The scenarios have been run
both individually and with 1) and 3) combined
(as the combination of all downside
scenarios occurring at once is considered
to be remote). The viability scenarios have
been prepared using the most recent Board
approved budget, which uses the 9+3
forecast for FY 2025, in keeping with the
goodwill impairment assessment.
Assumptions applied
For the viability modelling, we have assumed:
• EBITDA impacts from the scenarios flow
through to cash in full except for tax savings
at the Group’s ETR.
• No acquisitions are made during the
assessment period, in line with ‘Base case’
scenario.
• Dividends are maintained throughout the
assessment period, growing in line with our
dividend policy.
All scenarios have been modelled using the
existing £300m RCF (which was refinanced
in the 2025 financial year) and the £300m
bond (which is due in 2030).
As both
facilities are in place for the duration of the
viability period, all scenarios use the base
case model for these financing options.
The scenarios above are hypothetical and
purposefully severe with the aim of creating
outcomes that have the ability to threaten
the viability of the Group. The Group has
multiple control measures in place to prevent
and mitigate the scenarios from taking place.
Although each of the downside (and the
combined) scenarios result in increased
leverage, the Group maintains headroom
over the existing bank facilities and
covenants at all testing points. The results
of the above stress testing showed that
the Group would be able to withstand the
impact of these scenarios occurring over the
assessment period.
The exercise undertaken indicates that
the Group is extremely diversified and
very resilient to a number of extreme but
plausible downside scenarios.
The Directors
also reviewed the results of a reverse stress
test, which was undertaken to illustrate the
scenario required to exhaust cash balances
or breach covenants within three years.
This
identified that it would require cashflow
to reduce by 80% in total across FY 2026
and FY 2027 for the Group to be in breach
of its leverage cover covenant limits in FY
2027. The Directors consider such a large
reduction to be extremely unlikely and would
Longer term
viability statement
53
Financial review
Annual Report and Accounts 2025
contradict the Group’s underlying track
record and success of the business model.
Potential mitigants
The scenario modelling does not account for
all various mitigating actions the Board could
undertake to offset the impacts of such
a reduction in cashflow, such as reducing
operational and capital expenditure,
a disposal of part of the portfolio, a
reduction or removal of dividends paid or a
postponement of share buyback schemes.
In the event of a disposal, the Group would
be using a share of the proceeds to pay down
debt, giving further optionality and flexibility
to the Group.
Viability statement
Based on these severe but plausible
scenarios, the Directors have a reasonable
expectation that the Company will continue
in operation and meet its liabilities as
they fall due over the three-year period
considered.
Scenario
Associated Principal Risk(s)
Description
1) Significant
Media revenue
reduction
1. Search disruption;
2.Distribution platforms;
6. People; and
8. Climate change
This scenario assumes a significant reduction in digital advertising revenues and eCommerce
(net of direct cost reductions) compared to the three year plan. This could be from a change in
consumer habits and/or changes in algorithms and strategies of tech giants which could materially
impact traffic and media revenues, together with the impact of failing to meet our level 3 emission
requirements. This includes the impact of the Google AI overview driving customers directly
to sources rather than through Future brands, and the impact of social media taking up a more
prevalent space within advertising rather than traditional means. The scenario also assumes no
bonus payment in any of the next three years.
Total EBITDA impact of £291.4m (£81.7m in FY26, £102.5m in FY27 and £107.2m in FY28).
2) Data security
breach
3. Personal data; and
7. Cyber & IT
The Company is subject to a cyber-attack that results in a serious data breach, critical systems
outage, and loss of business and customer data. This results in a significant loss of reputation
among customers, a material reduction in Media revenues and additional IT costs while the breach
is rectified. The breach of customer data would also result in the most significant monetary penalty
being applied by the Information Commissioner’s Office (the higher of £17.5 million or 4% of the
total annual worldwide turnover in the preceding financial year). Given the inherent uncertainty of
total quantum, this test is purposely severe as a stress test for the Group.
Total EBITDA impact of £219.5m (£94.7m in FY 2026, £92.0m in FY 2027 and £32.8m in FY 2028).
3) Significant
change in
the external
environment
2. Distribution platforms;
4. Economic and geo-political
5. Key suppliers & supply chain; and
6. People
This assumes a reduction in advertising and magazine revenues as well as
a print margin decline
and extended collection days and an overseas third party distributor going bankrupt, resulting in bad
debt exposure and supply disruption.
The scenario also assumes no bonus payment in any of the
next three years.
Total EBITDA impact of £192.8m (£62.7m in FY26, £64.1m in FY27 and £66.0m in FY28).
4) Combined
scenario
1. Search disruption;
2. Distribution platforms;
4. Economic and geo-political;
5. Key suppliers & supply chain;
6. People; and
8. Climate change
This scenario assumes a combination of scenarios 1 and 3 above occurring simultaneously.
Where
there is overlap between the individual scenarios, we removed the duplication but left the worst-
case position, as such the total impacts are not additive with respect to the individual scenarios.
Total EBITDA impact of £347.0m (£100.2m in FY26, £122.2m in FY27 and £124.5m in FY28).
54
Future plc
This report sets out Future’s climate-related
financial disclosures, current approach, and
future commitments, in line with the Task
Force on Climate-related Financial Disclosures
(TCFD) recommended disclosures, and in
compliance with the Financial Conduct
Authority (FCA) UKLR 6.6.6R and the
Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022.
Future’s ESG Strategy, Our Future, Our
Responsibility (see Corporate Responsibility
section on page 21), sets out our
commitments on broader ESG issues,
including:
Pillar - Climate:
containing our climate
commitments. This includes an ambition to
reduce our Greenhouse Gas (GHG) emissions
by 42% by FY 2030 and by 90% by FY 2050.
We hope to overachieve against our long term
target and reduce our GHG emissions by
100% by 2030. However, in the event that we
achieve 90%, we plan to mitigate the
remaining 10% GHG emissions by
“neutralising” through carbon removals, which
would either be natural through reforestation
or afforestation, or technological (carbon
capture and storage). It’s likely we would work
with a third party partner to achieve this.
Pillar 4 - Content:
including how Future
enables its readers and communities to take
climate action, such as at home or through the
products they purchase.
We undertook a comprehensive work
programme in FY 2023 to understand better
the climate-related risks and opportunities
that could impact our business, as well as the
resilience of our strategy under various
climate scenarios. We have updated our
climate scenario analysis for FY 2025, as
2024 marked the first year that global
Task Force On
Climate-Related
Financial Disclosures
Climate-Related Risks
and Opportunities
Climate change, and
how we are responding
to the risks and
opportunities that it
poses, is important to
our stakeholders (Our
Audience, People,
Investors, Commercial
Partners, Suppliers and
Regulators).
temperatures exceeded 1.5°C above
pre-industrial levels. Whilst this does not
mean the international 1.5°C limit has been
broken, as that refers to a long-term average
over decades, it does bring us closer to
exceeding it as emissions continue to heat
the atmosphere.
The climate scenario analysis was overseen by
the Board, Audit and Risk Committee and
Executive Leadership Team, and managed by
the Responsibility Committee (see Corporate
Governance section on page 56). We have
continued to integrate climate change into our
overall risk management processes and
determined metrics to track performance and
set targets (see page 72).
Following this work, as detailed in the sections
below, we are compliant with all 11 of the
TCFD’s recommended disclosures. We are
disclosing our Scope 3 emissions (using FY
2024 data) for the third consecutive year, as
our best estimate at this point (see page 26).
We will continue to improve our disclosures
over time, as outlined in this report and as best
practice evolves.
55
Financial Review
Annual Report and Accounts 2025
TCFD disclosure framework
The table below summarises how Future has aligned its actions on climate change to the four TCFD thematic areas, signposting where disclosures are
consistent with the recommended TCFD and CFD disclosure requirements, and describing our areas of focus for FY 2025.
Disclosure is consistent with recommended
TCFD and CFD requirements
Disclosure is not consistent with recommended TCFD and CFD requirements, with
focus on further improvements in FY 2025
TCFD thematic area
TCFD recommended
disclosures
Relevant section within this report
Timeline
Governance
Disclose the organisation’s
governance around
climate-related issues and
opportunities.
(a) Describe the Board’s oversight
of climate-related risks and
opportunities.
(a) Board oversight of climate-related
risks and opportunities (CFD A)’ section,
page 56.
The Responsibility Committee continues
to oversee climate-related risks and
opportunities, in accordance with the latest
guidance and recommendations.
(b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
(b) Management’s role in assessing and
managing climate-related risks and
opportunities section, page 56.
Risk management
Disclose how the organisation
identifies, assesses and
manages climate-related risks.
(a) Describe the organisation’s
processes for identifying and
assessing climate-related risks.
(a) Our processes for identifying and
assessing climate-related risks (CFD B)
section, page 58.
We have integrated climate-related risks
into Future’s overall risk management
processes, including embedding the most
material risks within the Group’s principal
risk register.
(b) Describe the organisation’s
process for managing climate-
related risks.
(b) Our processes for managing climate-
related risks section, page 62.
(c) Describe how processes for
identifying and managing climate-
related risks are integrated into
the organisation’s overall risk
management.
(c) How our processes for identifying,
assessing and managing climate-related
risks are integrated into our organisation’s
overall risk management (CFD C) section,
page 62.
Strategy
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s business,
strategy and financial planning
where such information is
material.
(a) Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium and long term.
(a) The climate-related risks and the
opportunities we have identified over the
short, medium and long term (CFD D),
page 63.
We will continue to assess the impact of
climate-related risks and opportunities
on our strategy, to improve resilience
to material risks faced and capitalise on
opportunities, for example, delivering on our
target of reducing GHG emissions by 42%
by FY 2030 - see further details on page
73. We also aim to expand our coverage of
climate-related editorial content and further
reduce our digital advertising emissions, in
line with the targets set on page 73.
(b) Describe the impact of climate-
related risks and opportunities
on the organisation’s business
strategy and financial planning.
(b) The impact of climate-related risks
and opportunities on our organisation’s
businesses, strategy, and financial planning
(CFD E)’ section, pages 63-71.
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 2°C
or lower scenario.
(c) The resilience of our strategy, taking
into consideration different scenarios,
including a 20 or lower scenario (CFD F)’
section, pages 58-61.
Metrics & targets
Disclose the metrics used to
assess and manage
relevant
climate-related risks and
opportunities where such
information is material.
(a) Disclose the metrics used
to assess and manage relevant
climate-related risks and
opportunities where such
information is material.
(a) Metrics used by our organisation
to assess climate-related risks and
opportunities in line with our strategy and
risk management process (CFD H)’ section,
page 72.
Future’s Scope 1 and 2 emissions are
disclosed on page 26, within the Corporate
Responsibility section.
We calculated our Scope 3 emissions for
the third time in FY 2025. The data used is
from FY 2024, because our suppliers collate
a significant share of the underlying data
(particularly relating to the physical supply
chain of our magazines) on a calendar-year
basis.
The basis of calculation is the GHG Protocol
Corporate Value Chain (Scope 3) Accounting
and Reporting Standard. We have identified
which of the 15 categories are relevant for
Future and collated the appropriate data. We
have published our latest view of our Scope
3 emissions (FY 2024 data) on page 26 of
the Corporate Responsibility section.
(b) Disclose Scope 1, Scope 2 and if
appropriate, Scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
(b) Our organisation’s Scope 1, Scope 2 and
Scope 3 Greenhouse Gas (GHG) emissions,
page 26, and the related risks’ section,
pages 63-69.
Responsibility Report, pages 21-34.
(c) Describe the targets used
by the organisation to manage
climate-related risks and
opportunities and performance
against targets.
(c) The targets we are using to manage
climate-related risks and opportunities
and performance against targets (CFD G)’
section, page 73.
We have aligned our targets in accordance
with SBTi guidelines, but have not submitted
them.
Progress is being tracked against Future’s
target of reducing our GHG emissions by
42% by FY 2030 and by 90% by FY 2050
(see Corporate Responsibility section, page
27).
56
Future plc
Task Force On
Climate-Related
Financial Disclosures
TCFD Thematic Area 1:
Governance
Future’s understanding
and response to climate
change is part of the
Group’s wider ESG
Governance and Risk
Management
processes. The Board
provides ultimate
oversight of these
processes, supported
by the Group’s
Executive Committees
and management
functions.
The diagram opposite illustrates how our
climate-related governance is integrated
within our business model.
a. Board oversight of climate-related risks
and opportunities (CFD A)
Board
The Board has ultimate responsibility for ESG
Governance, including the Group’s approach
to climate change.
The Our Future, Our Responsibility ESG
strategy was considered and adopted by the
Board in December 2021. The Board receives
updates at least twice a year from the Director
of ESG on performance against the ESG
Strategy, including the Group’s actions to
mitigate its carbon emissions and progress
against climate-related targets.
Progress to date against our targets and
Carbon Reduction Pathway (described in the
Corporate Responsibility section on page 27)
was reviewed and discussed at the Board
meetings in February, May, July and
September 2025.
Climate-related risks have been considered as
part of the Group’s FY 2026 budget process
and three-year plan review. For example, the
Board considered the importance of climate
risk on location strategy. None of the
identified risks has an ‘Almost Certain’ or ‘Very
Likely’ material impact on the business in the
short term.
The Board has ultimate responsibility for the
Group’s risk control environment, including
the annual review of the Risk Register at its
September meeting. The Risk Register is
signed off by the CFO (Sharjeel Suleman) and
CEO (Kevin Li-Ying).
Future is a low-capital expenditure business;
therefore, decisions made regarding capital
expenditure would not have a significant
impact on our climate strategy and have thus
not been taken into account for capital
expenditure-related decisions during FY
2025.
Audit and Risk Committee
The Audit and Risk Committee leads its work
on the internal control environment, including
reviewing risks from emerging legislation.
The Committee is responsible for approving
the Group’s TCFD disclosures as part of the
Annual Report and Accounts process and
meets with the Responsibility Committee at
least twice a year. The Chair of the Audit &
Risk Committee, Alan Newman, also
reports back to the Board after every
Committee meeting.
See page 89 for the members of the Audit and
Risk Committee.
Responsibility Committee
The Group has appointed a Responsibility
Committee consisting of Ivana Kirkbride,
Angela Seymour-Jackson, Meredith Amdur,
Sharjeel Suleman and Kevin Li-Ying. The
Responsibility Committee oversees and
manages climate-related risks and
opportunities. Its duties include reviewing
progress against priorities and objectives, as
well as the effectiveness of climate-related
risk management. In FY 2025, its climate
responsibilities focused on reviewing our
Scope 3 data and progress against our Carbon
Reduction Pathway (see page 27).
All Board members and the four Our Future,
Our Responsibility Pillar Sponsors are invited
to attend each meeting of the Responsibility
Committee, even if they are not formal
committee members, as this provides
essential context for discussions. The Chair of
the Responsibility Committee also
reports back to the Board after every
Committee meeting.
The Chair of the Audit and Risk Committee,
Alan Newman, attends the Responsibility
Committee meetings at least twice a year,
when climate responsibilities and actions are
discussed, to ensure the risk process
is holistic.
Remuneration Committee
Future’s Executive Directors’ remuneration
policy, as disclosed in our FY 2024 Annual
Report, included an ESG measure applying to
10% of the annual bonus amount. The ESG
measure for FY 2024 was related to colleague
engagement, calculated based on the results
of the Annual Colleague Engagement Survey.
This marks Future’s first step toward
incorporating ESG metrics into our incentive
scorecards. We have started with a people
measure, given that our success as a business
is closely tied to our ability to recruit, retain
and engage a highly talented workforce.
Managing our emissions is an essential part of
mitigating the risks we face from climate
change, as increasingly consumers,
advertisers, and employees want to see us
make progress toward net zero. The
Remuneration Committee considered but are
not proposing a carbon reduction target in this
round of LTIP awards; it has been discussed
that Future is not a significant emitter of
carbon and has already made significant
progress towards its 2030 carbon target.
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Financial Review
Annual Report and Accounts 2025
See page 97 for the members of the
Remuneration Committee.
b. Management’s role in assessing and
managing climate-related risks and
opportunities
Executive Leadership Team (ELT) oversight
The VP of People & Culture, Sam Feldman, has
ultimate responsibility for delivering the Our
Future, Our Responsibility ESG strategy,
including the Group’s climate commitments.
She and the Director of ESG report back to the
Board at least twice a year on the progress
against climate-related initiatives and targets,
which the Climate Pillar working group drives.
Climate Pillar working group
This group is responsible for implementing the
outcomes of the climate scenario analysis,
which include further reductions in emissions
from print and digital advertising during FY
2026 and into FY 2027. This Group provides
quarterly input to the Director of ESG.
Risk and Compliance Function
The Group Risk and Compliance Function is
responsible for compiling and reviewing risks.
The SVP Magazines, Subscriptions & Events is
responsible for ESG-related risks affecting
Future’s physical supply chain (primarily
paper and print).
Oversight, review and challenge
Delegate
Information sharing
Audit and Risk Committee
of the Board
Responsibility Committee of the Board
ELT, VP of People & Culture and
Remuneration Committee
Director of ESG
Climate Pillar working group
Group Senior Risk & Compliance Manager
SVP eCommerce & Transformation
VP Magazines & Editorial Operations
Board of Directors
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Financial Disclosures
TCFD Thematic Area 2:
Risk Management
As mentioned on page 54, the process of
identifying and assessing climate-related risks
outlined above was undertaken for the first
time in FY 2023. In light of the rapid changes
in global temperature that we are seeing, we
have renewed our climate scenario analysis
this year. Working with our external advisors,
SLR Consulting, we identified a revised range
of climate outcomes, using 1.5-2.5°C,
2.0-3.5°C and 3.0-5.0°C climate change
scenarios. These were used as the basis for a
climate change scenario workshop in May
2025, held with the Executive Leadership
Team, Finance, IT Operations and Facilities
departments.
During the workshop, we discussed the
possible risks and opportunities for Future in
each climate change scenario, and possible
mitigation strategies for the risks identified. In
addition to the previously identified risks and
opportunities, we identified four new risks and
no new opportunities. Following the workshop,
we assessed the financial impact and
likelihood of each climate-related risk and
opportunity (old and new) within three
timeframes (0-3 years, 3-6 years and 6+
years), using the scoring matrix below (which
is in line with Future’s overall risk management
approach and in line with previous disclosures,
but updated to reflect current materiality
thresholds):
Risk assessment criteria
The tables on pages 63 to 70 summarise the
risks and opportunities that the Group has
identified, along with their classification (i.e.
transition vs physical), materiality, likelihood,
the timeframe over which they are expected
to materialise and Future’s management
approach.
Our definition of a material financial impact is
an increase or decrease in profit before tax of
over £6m, being the level at which investors
would consider a risk to be material to the
Group’s results.
Timescales are defined as:
• Short-term: occurring within 0-3 years,
which is aligned to the Group’s 3-year
forecasting period and would rely on
exacerbation of the transition risks, e.g.
regulation and a downturn in consumerism,
that would have to come to fruition for global
warming not to peak higher than 1.5-2.0°C
above pre-industrial levels and to remain
below that on an ongoing basis;
• Medium-term: 3-6 years,
which is aligned
with Future’s target of reducing our carbon
emissions by 42% by 2030. In a 1.5-2.0°C
scenario, this could mean, for example,
carbon taxes of ~£100/tCO2e, or, in a
3.0-5.0°C scenario, flood damages that are
2.5 to 3.9 times higher in comparison to a
1.5-2.0°C scenario without adaptation; and
• Long-term: 6+ years
, i.e. to 2050, which is
aligned with the UK Government’s 2050 Net
Zero target, and the timeframe over which
we expect risks to arise, including the
physical impacts of climate change. A
1.5-2.0°C scenario could mean, for example,
carbon taxes of approximately £300/tCO2e,
or, in a 3.0-5.0°C scenario, a very high degree
of physical risks, such as flooding.
Scenario analysis
To stress test the Group’s performance and
understand the resilience of the business
under a range of climate outcomes, we
defined three climate scenarios for analysis,
based on the latest information from the
Intergovernmental Panel on Climate Change
(IPCC) and International Energy Agency (IEA):
1) A scenario where the world warms by
1.5-2.0°C and we see long-term stability
through an orderly transition;
1) A second scenario where we see a slower
transition leading to unstable and
increasingly unmanageable outcomes as
the world warms by 2.0-3.5°C; and
1) A third scenario where a failure to act leads
to irreversible change and, in some cases, an
uninhabitable world which has warmed by
3.0-5.0°C.
Modelling methodology
For each scenario, we have modelled the
impact of the identified transition and physical
risks, with a summary of the results presented
on pages 59 to 61, including the approximate
likelihood and financial impact of the highest
transition risks, physical risks, and
opportunities.
TCFD disclosure framework
Impact
5 Significant
4 Major
3 Moderate
2 Minor
1 Insignificant
Financial Impact
(Revenue or Op
Profit)
Greater than £39m (Higher
of 5% Revenue or 15% Op
Profit)
£22m - £39m (Higher of
2.5% - 5% Revenue or 10% -
15% of Op Profit)
£6m - £22m (Higher of 1.0%
to 2.5% Revenue or 3% -
10% of Op Profit)
£3m - £6m (Higher of 0.5%
to 1.0% Revenue or 1% - 3%
Op Profit)
Less than £3m
LIKELIHOOD
5 Almost Certain
Expected to happen within
the next 12 months of the
time horizon.
4 Likely
Expected to happen within
the time horizon.
3 Possible
Possible or has happened
to a competitor or a similar
entity.
2 Unlikely
Unlikely to occur at any time
in the future.
1 Almost Impossible
Highly unlikely to occur in
the foreseeable future.
a. Our processes for identifying and assessing climate-related risks (CFD B)
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1.5-2.0°C Scenario:
An Optimistic World
We have selected this scenario because 1.5°C
of global warming is widely accepted as the
“safe level” by the scientific community, and
therefore, what the global community is
striving to achieve. It is also the level of
ambition used by the Science-Based Targets
initiative (SBTi) for large corporations, with
which Future has aligned its GHG reduction
targets. However, as current emission
reductions and policies are not moving fast
enough to meet the 1.5°C scenario, we have
chosen to use a range of 1.5-2.0°C, placing
more emphasis on a slightly higher warming
scenario. We have used the IPCC’s ‘RCP 2.6 &
SSP1 scenario’ and the IEA’s ‘Sustainable
Development Scenario’ to inform our
1.5-2.0°C scenario.
Assumptions:
In this scenario, global collaboration helps
shift society away from fossil fuels and
focuses on adding value aside from economic,
such as well-being. A united response enables
all value chains to benefit from sustainable
action. Achieving this goal has required an
unprecedented and substantial shift in policy
and behaviour:
Policy:
Mandatory climate disclosures, cross-border
carbon taxes, demands for sustainable
materials, and the need for supplier innovation
and decarbonisation drive rising supply chain
costs and transformation pressures.
Economy:
Renewable infrastructure stabilises energy
prices and cuts costs. ESG investments are on
the rise, making sustainable finance a key
competitive advantage. Supply chains shift
unevenly, with some struggling to keep pace
with the low-carbon transition.
Social:
We have seen a shift from economic growth
to general well-being. Consumers care deeply
about the climate. Mass consumption is
viewed as excessive and selfish, and society
does not tolerate it.
Technological:
Growing demand for low-carbon technology
drives innovation in sustainable digital
infrastructures, such as energy-efficient data
centres and studios, which becomes a
competitive differentiator.
Legal:
Governments implement supportive policies
and regulations promoting sustainability, such
as subsidies for renewable energy and
incentives for reducing carbon footprints.
Environmental:
Swift transition to renewable energy sources
in operations to reduce carbon footprint,
leading to increased demand and growth
opportunities.
Long-term stability through an orderly transition.
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2.0-3.5°C Scenario:
An Unpredictable World
We have selected this scenario because the
actions taken by governments so far (e.g.,
regulation) have not been as rapid and
systematic as they need to be to limit global
warming to 1.5°C. This scenario is considered
the most likely, based on the current level of
climate ambition and commitments. We have
used the IPCC’s ‘RCP 4.5 & SSP2 scenario’
and the IEA’s ‘Announced Pledges Scenario’ to
model our 2.0-3.5°C scenario.
Assumptions:
Global emissions have fallen rapidly - by 60%
from 2020 to 2050 - however, a disorderly
transition to a low-carbon economy reflects a
‘business as usual’ approach. Engagement
from leaders and the public is intermittent,
while the physical impacts of climate change
become more evident. This results in
moderate transition risks, with amplified
physical risks, including increased labour costs
and an exodus of talent if city locations
become unattractive. Additionally, there are
increased costs associated with upgrading
digital equipment and data centres, as well as
agencies and advertisers increasingly seeking
to place business with companies on ‘green’
lists. The impact is clear to see for many:
Policy:
Risk of non-compliance from sudden
regulatory shifts. Reactive policies in the late
2020s/early 2030s aim to curb climate
impacts. Diverging national policies fuel
geopolitical tension. Policy-makers delay
decisive action, feeding uncertainty.
Economy:
Regular disruptions to business operations.
Global, just-in-time supply chains face
challenges due to divergent policies; in some
regions, unsupportive policy environments
make sourcing low-carbon products difficult.
Social:
Audience interest is likely to grow in practical
and solution-oriented content, such as how to
live sustainably or adapt to changing
conditions.
Technological:
Investments in new technologies are
necessary to meet rapidly changing
environmental standards and to keep pace
with customer demand, potentially incurring
financial strain from increased capital
expenditures in energy efficiency/emissions
reduction technologies.
Legal:
There is a need to allocate resources quickly
to adapt to new legal frameworks such as
carbon pricing and emissions caps.
Environmental:
Enhanced risk of operational disruptions from
floods, storms, and heatwaves. Investment in
infrastructure to withstand extreme weather
is required. Significant resources might be
required to enhance business continuity
planning.
A slower transition leads to an unstable and increasingly unpredictable world.
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3.0-5.0°C Scenario:
An Irreversible World
We have selected this scenario as a
“reasonable worst case.” This scenario carries
the risk of tipping points being breached,
leading to runaway climate change. Recent
climate science suggests that this scenario is
becoming increasingly likely in the future,
given current policies and trends. We have
used the IPCC’s RCP 8.5 & SSP5 scenarios, as
well as the IEA’s ‘Stated Policies Scenario’, to
model our 3.0-5.0°C scenario.
Assumptions:
Strong economic growth propped up by the
unrestricted use of fossil fuels results in
prolific long-term development. However, the
financial toll of climate change becomes an
unprecedented drag on preserving that
growth. Emissions are expected to roughly
double by 2100, and global warming is
projected to accelerate well past the point of
no return by 2030. The consequences are
widespread and tangible, catastrophic in some
cases:
Policy:
In the short and medium term, there will be an
absence of effective government policies or
regulations to mitigate climate change,
resulting in a lack of incentives for
sustainability initiatives.
Economy:
Disruption and volatile prices have become
the new normal due to supply chain
disruptions. Fossil fuels drive growth in the
short term, but companies are realising the
long-term economic damage from climate
change.
Social:
Behavioural change is being linked more
closely to adapting to the impacts of climate
change (e.g., moving, migrating), resulting in
slower uptake and buy-in of low-carbon
technologies.
Technological:
Limited investment in and adoption of new
technologies result in inefficiencies and
increased vulnerability to climate impacts in
the long run.
Legal:
Exposure to evolving environmental
disclosure regulations, such as ESG reporting,
especially if media is used for product
promotion, results in operational complexity
and a greater compliance burden.
Environmental:
Increased frequency and severity of extreme
weather events such as floods, droughts, and
heatwaves, which disrupt supply chains, site
operations and production processes.
Failure to act leads to an irreversible, unstable, and in some cases uninhabitable world.
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Financial Disclosures
Future operates a model of two lines of
defence for climate-related risks. Executive
management, who are responsible for the
day-to-day management of risks, including
climate-related risks, act as the first line of
defence. Specialist functions, including
Compliance, Legal, Privacy, and the Director of
ESG, provide second-line support and advice.
We have an established process for risk
identification and control, overseen by the
Audit and Risk Committee under the
supervision of the CFO. A more detailed
description of the risk control process and the
risk register can be found on pages 47 to 53.
Risk identification:
There is a twice-yearly exercise to identify
risks and compile the Group’s Risk Register.
Due to their longer-term nature, climate-
related risks are reviewed and updated at the
end of each financial year as part of the annual
reporting cycle. During FY 2025, we identified
our climate-related risks via in-depth
workshops as detailed on page 58. Executive
stakeholders across the business, including
ELT members, have been consulted during FY
2025 to identify changes in risk and emerging/
new risks for consideration. Identified risks are
evaluated for likelihood, impact and the
effectiveness of mitigation, with the Board
reviewing the most material climate-related
risks annually. A member of the ELT formally
assumes ownership of every risk on the
Register.
The Group considers the risk of existing and
emerging regulatory requirements in
determining our climate-related risks (see
table on pages 63 to 70). It will continue to
monitor developments in regulatory
requirements going forward.
During FY 2025, we further disaggregated and
investigated our climate-related risks through
the use of detailed climate scenarios, as
described on pages 59 to 61, leading to a
more detailed set of identified risks and
management actions that have been
incorporated into the FY 2025 Risk Register.
Each climate-related risk has been assigned
an owner on the ELT, and that ELT member is
responsible for ensuring mitigations are in
place for risks that have been categorised as
having a material financial impact (a decrease
in profit before tax of over £6m)
and
have a
likelihood of Almost Certain or Likely (in any
scenario or timeframe).
b. Our processes for managing
climate-related risk
c. How our processes for identifying, assessing and managing climate-
related risks are integrated into our organisation’s overall risk
management (CFD C)
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The process of identifying risks and
opportunities included our assessment of the
impact at a geographical level and by business
sector. For example, this involved evaluating
the physical risks associated with our office
locations globally, as well as transition risks
and opportunities for specific revenue
streams, as shown in the table below.
Certain risks were identified which did not
have a moderate or material impact on our
business under any scenario or timeframe,
and which have therefore been excluded from
the table below:
a. The climate-related risks and the opportunities we have identified over the short, medium and long term (CFD D)
b.
The impact of climate-related risks and opportunities on our organisation’s businesses, strategy, and financial
planning (CFD E)
TCFD Thematic Area 3:
Strategy
Potential annual impact on profit before tax of most significant risks and opportunities (unmitigated):
Short
Medium
Long
Policy &
Legal
1.5-2.0°C
In order for this scenario to become reality,
governments will need to implement policies and
regulations, potentially leading to increased costs,
such as carbon taxation, which has already been
imposed by many nations worldwide.
Unlikely, Insignificant Impact
It’s unlikely that carbon taxes will
be introduced within the next 0-3
years, and more likely that the UK
will continue with the current UK
Emissions Trading Scheme.
If this scenario became reality, it’s
Unlikely this risk would affect Future
in this timeframe, and we would
expect an Insignificant financial
impact on our business.
Likely, Minor Impact
It’s likely that carbon taxes would be
in place for most sectors within this
timeframe.
If this scenario became reality, it’s
Likely this risk would affect Future in
this timeframe, and we would expect a
Minor financial impact on our business.
Almost Certain, Minor Impact
It’s very likely that carbon taxation
would be in place for all sectors in the
long term.
If this scenario became reality, it’s
Almost Certain this risk would affect
Future in the long term, and we would
expect a Minor financial impact on
our business.
2.0-3.5°C
In order for this scenario to become reality, we have
to assume governments have not implemented
policies and regulations quickly enough.
Instead, reactive policies may be introduced in the
late 2020s/early 2030s to mitigate the inevitable
impacts of climate change. These could include
stricter emissions regulations, carbon pricing
mechanisms and mandatory green technology
adoption, which could lead to increased operating
expenses through carbon taxes or the purchases
of emissions allowances, higher energy prices,
and significant capital investment to adapt
infrastructure and difficulty obtaining affordable
insurance coverage.
Unlikely, Insignificant Impact
It’s unlikely that reactive policies
will be introduced within the next
0-3 years.
Therefore, it’s Unlikely this risk
would
affect Future in this
timeframe, and we would expect an
Insignificant financial impact on our
business.
Likely, Minor Impact
It’s likely that reactive policies would
be in place for most sectors within this
timeframe.
If this scenario became reality, it’s
Likely this risk would affect Future in
this timeframe, and we would expect a
Minor financial impact on our business.
Almost Certain, Minor Impact
It’s very likely that reactive policies
would be in place for all sectors in the
long term.
If this scenario became reality, it’s
Almost Certain this risk would affect
Future in the long term, and we would
expect a Minor financial impact on
our business.
3.0-5.0°C
In order for this scenario to become reality, there
will have been an absence of effective Government
policies or regulations to mitigate climate change.
Instead, reactive policies may be introduced in the
late 2020s/early 2030s to mitigate the inevitable
impacts of climate change. These could include
stricter emissions regulations, carbon pricing
mechanisms and mandatory green technology
adoption, which could lead to increased operating
expenses through carbon taxes or the purchases
of emissions allowances, higher energy prices,
and significant capital investment to adapt
infrastructure and difficulty obtaining affordable
insurance coverage.
Unlikely, Insignificant Impact
As per the 2.0-3.5°C scenario (Unlikely,
Insignificant Impact).
Almost Certain, Minor Impact
As per the 2.0-3.5°C scenario, but
more certainty given the state the
world is likely to be in by this point in
this scenario.
(Almost Certain, Minor Impact).
Almost Certain, Minor Impact
As per the 2.0-3.5°C scenario
(Almost Certain, Minor Impact).
How we are responding
Metrics
Targets
We have committed to near-term and long-term carbon reduction targets and have already taken steps to reduce
the amount of carbon we emit directly and through our value chain, including from digital activities (see the “How
we are responding” section in Risk 2: “Changes in the Advertising Sector”). We also expect the impact of this risk
to decrease over time as we reduce our direct and value chain emissions and move closer to our carbon reduction
targets.
We have already transitioned to renewable energy sources in the UK for our direct activities, including our data
centres and vehicles, thereby reducing our exposure to carbon taxation and fossil fuel volatility.
The potential impact from this risk is not greater than Minor, and as we are mitigating this impact as described above,
we are satisfied that the business is resilient to the impact of this risk.
42% reduction in our overall emissions
by FY 2030.
90% reduction in our overall emissions
by FY 2050.
Scope 1, 2 and 3 footprint (see page
26 of the Corporate Responsibility
section).
42% reduction in our overall
emissions by FY 2030.
90% reduction in our overall
emissions by FY 2050.
Our overall Scope 3 footprint
has decreased by 26% from FY
2023, and 45% from our FY 2022
baseline (see pages 26 and 27 in the
Corporate Responsibility section for
more details).
Scenario
1. Increased regulatory costs in the transition to a low-carbon world
Detailed risks
Transition Risk
Timeframe
Link to principal risk:
Climate Change (see page 51).
Timeframe
Insignificant
Risks
Minor
Moderate
Major
Significant
Insignificant
Opportunities
Minor
Moderate
Major
Significant
Short-term: 0-3 years
Medium-term: 3-6 years
Long-term: >6 years
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Financial Disclosures
Short
Medium
Long
Market
1.5-2.0°C
In order for this scenario to become
reality, agencies and advertisers will
want to place business with publishers
who can demonstrate low GHG
emissions from their digital value chain.
Advertisers placing ads with publishers
with above-average GHG emissions
would be tarnished by association.
Almost Certain, Minor Impact
Given that we observed this happening
in FY 2023 and FY 2024, it’s Almost
Certain this risk would affect Future in
this timeframe, and we would expect
to see a Minor financial impact on our
business.
Almost Certain, Minor Impact
As per the Short timeframe (Almost Certain,
Minor Impact).
Almost Certain, Minor Impact
As per the Medium timeframe (Almost
Certain, Minor Impact).
2.0-3.5°C
In order for this scenario to become
reality, advertisers and agencies would
be less stringent about placing business
with publishers who can demonstrate
low GHG emissions from their digital
value chain.
Likely, Minor Impact
This risk would Likely (rather than
Almost Certainly) affect Future, with
agencies and advertisers not placing
as much pressure on publishers to
demonstrate low GHG emissions from
their digital value chain, and we would
expect to see a Minor financial impact
on our business.
Likely, Minor Impact
As per the Short timeframe (Likely, Minor
Impact).
Likely, Minor Impact
As per the Medium timeframe (Likely,
Minor Impact).
3.0-5.0°C
In order for this scenario to become
reality, advertisers and agencies would
be considerably less stringent about
placing business with publishers who
can demonstrate low GHG emissions
from their digital value chain.
Possible, Minor Impact
This risk could Possibly (rather than is
Likely to) affect Future, with agencies and
advertisers placing even less pressure
on publishers to demonstrate low GHG
emissions from their digital value chain, and
we would expect to see a Minor financial
impact on our business.
Possible, Minor Impact
As per the Short timeframe (Possible, Minor
Impact).
Possible, Minor Impact
As per the Medium timeframe (Possible,
Minor impact).
How we are responding
Metrics
Targets
We started working with Scope3.com in FY 2023 to identify and reduce our emissions from digital
advertising, in line with expectations from agencies and advertisers.
We have already reduced our digital GHG emissions by a considerable amount and now feature on
‘green’ lists; however, as our competitors reduce their digital GHG emissions further, so must we, to
mitigate this risk.
In FY 2022, our digital GHG emissions totalled 58,578 tCO2e. In FY 2023, we reduced this by 36% to
37,616 tCO2e, and in FY 2024, we have reduced this by a further 76% year on year to 9,074 tCO2e. We
have achieved this by taking actions such as:
• Removing duplicate programmatic accounts
• Removing unnecessary legacy ads.txt entries
• Removing some 3P partners from our Hybrid ad stack
• Reducing the volume of entries allowed in our ads.txt for the remaining 3P partners
The potential impact from this risk is not greater than Minor, and as we are mitigating this impact as
described above, we are satisfied that the business is resilient to the impact of this risk.
We will continue to measure our digital
GHG emissions on a quarterly basis, which
will be benchmarked against competitors’
digital GHG emissions (see current
progress in the box to the left).
We intend to reduce our emissions from
digital advertising further by the end of
FY 2026 (which we will report on in our
FY 2027 Annual Report).
Scenario
2. Changes in the Advertising Sector
Transition Risk
Link to principal risk:
Climate Change (see page 51).
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Short
Medium
Long
Chronic/
Acute
1.5-2.0°C
In this scenario, physical climate
risks are not expected to increase
significantly in the locations of our key
operations.
Unlikely, Insignificant Impact
Over the last couple of years, we have
seen flash flooding around our New
York office location and wildfires around
our LA office location. However, these
weather events haven’t significantly
impacted our workforce or our data
centres.
Therefore, it’s Unlikely this risk would
affect Future in this timeframe, and we
would expect an Insignificant financial
impact on our business.
Unlikely, Insignificant Impact
As per the Short timeframe (Unlikely,
Insignificant Impact).
Unlikely, Insignificant Impact
As per the Medium timeframe (Unlikely,
Insignificant Impact).
2.0-3.5°C
In this scenario, over time, there would
be an enhanced risk of operational
disruptions from floods, storms, and
heatwaves in the locations of our key
operations.
Unlikely, Insignificant Impact
We wouldn’t expect to see the physical
impacts of climate change from this
scenario in the short term.
Therefore, it’s Unlikely this risk would
affect Future in this timeframe, and we
would expect an Insignificant financial
impact on our business.
Possible, Minor Impact
If this scenario were to become a reality, we
would expect to start seeing the physical
effects of climate change in this timeframe.
Therefore, it’s Possible this risk could affect
Future in this timeframe and, if it did, we
would expect a Minor financial impact on
our business.
Likely, Minor Impact
As time passes and we near the top
temperature in this scenario (3.5°C), we
would expect to see more of the physical
impacts of climate change.
Therefore, this risk would Likely affect
Future in the long term, and we would
expect a Minor financial impact on our
business.
3.0-5.0°C
In this scenario, over time, we would see
an increase in the frequency and severity
of extreme weather events, such as
floods, droughts, and heatwaves, in the
locations of our key operations.
In particular, we would see significant
costs to upgrade our digital equipment
if the current equipment needs to
be upgraded to withstand higher
temperatures.
Unlikely, Insignificant Impact
As per the 2.0-3.5°C scenario (Unlikely,
Insignificant Impact).
Likely, Moderate Impact
If this scenario were to become a reality, we
would expect to see more of the physical
impacts of climate change.
Therefore, this risk would Likely affect
Future in this timeframe, and we would
expect a Moderate financial impact on our
business.
Almost Certain, Moderate Impact
As time passes and we near the top
temperature in this scenario (5.0°C),
we would expect to see even more of
the physical impacts of climate change,
across the world.
Therefore, this risk would Almost
Certainly affect Future in the long
term, and we would expect a Moderate
financial impact on our business.
How we are responding
Metrics
Targets
Whilst we fundamentally believe in the importance of offices for encouraging in-person community
building and collaboration, the global pandemic of Covid-19 has proven that our business can continue
without disruption if our people work remotely for a period. A large percentage of our people still work
remotely. Therefore, if we had to close some offices due to a location becoming uninhabitable, our
people could continue to deliver their work, although relocation costs may increase.
We continually review our cost base so that any increases (such as upgrading our digital equipment or
data centres) can be managed and profit margins retained.
We have already implemented measures to mitigate these risks. If the location of our data centre
in South Wales were underwater, we would stop all live workloads from there, and workloads would
only run from our London data centres. Each of our data centres features advanced cooling systems,
including indirect evaporative air handling units and dry cooler systems. In London, our cages are
located on high floors within the building and have their own power source. Equally, from a device
perspective, we can replace them as needed and have the proper asset management controls and
supplier engagements in place to replace them quickly if necessary.
Finally, we consider alternative solutions in our Business Continuity Plan, which also includes guidance
for colleagues to refer to in emergencies.
We will continue to measure our digital
GHG emissions on a quarterly basis, which
will be benchmarked against competitors’
digital GHG emissions (see current
progress in the box to the left).
We intend to reduce our emissions from
digital advertising further by the end of
FY 2026 (which we will report on in our
FY 2027 Annual Report).
Scenario
3. Resilience of our business to extreme weather events
Physical Risk
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Short
Medium
Long
Chronic/
Acute
1.5-2.0°C
In this scenario, physical climate
risks are not expected to increase
significantly in the locations of the
majority of our magazine supply chain
operations.
Unlikely, Insignificant Impact
We would see limited growth in extreme
weather events that could disrupt
production, given the locations of the
suppliers in our magazine production
and distribution supply chain.
Therefore, it’s Unlikely this risk would
affect Future’s magazine production and
distribution in this timeframe, and we
would expect an Insignificant financial
impact on our business.
Unlikely, Insignificant Impact
As per the Short timeframe (Unlikely,
Insignificant Impact)
Unlikely, Insignificant Impact
As per the Medium timeframe (Unlikely,
Insignificant Impact)
2.0-3.5°C
In this scenario, over time, there
would be an enhanced risk of supply
chain disruptions from floods, storms,
and heatwaves, which could directly
affect our magazine production and
distribution.
Unlikely, Insignificant Impact
We wouldn’t expect to see the physical
impacts of climate change from this
scenario in the short term.
Therefore, it’s Unlikely this risk would
affect Future’s magazine production
and distribution in this timeframe,
and we would expect an Insignificant
financial impact on our business.
Possible, Moderate Impact
If this scenario were to become a reality,
we would expect to start seeing the
physical effects of climate change in this
timeframe, which could result in some
disruptions within our supply chain.
Therefore, it’s Possible this risk could affect
Future in this timeframe and, if it did, we
would expect a Moderate financial impact
on our business.
Likely, Moderate Impact
As time passes and we near the top
temperature in this scenario (3.5°C), we
would expect to see more of the physical
effects of climate change, which would
result in regular disruptions within our
supply chain.
Therefore, it’s Likely this risk would affect
Future in the long term, and we would
expect a Moderate financial impact on
our business.
3.0-5.0°C
In this scenario, over time, we would
see an increase in the frequency
and severity of extreme weather
events, such as floods, droughts, and
heatwaves, which would disrupt supply
chains, site operations, and production
processes.
Unlikely, Insignificant Impact
As per the 2.0-3.5°C scenario (Unlikely,
Insignificant Impact).
Likely, Moderate Impact
As time passes, we would expect to see
more of the physical effects of climate
change, which would result in regular and
significant disruptions within our supply
chain.
Therefore, it’s Likely this risk would affect
Future in this timeframe, and we would
expect a Moderate financial impact on our
business.
Likely, Major Impact
If this scenario was to become a reality,
in the long term: 1) disruption and volatile
prices would be the new normal, 2) we
would see more extreme weather events,
regularly, which would result in droughts
and water scarcity, which could lead to
deforestation and pulp shortages, with
higher long-term temperatures also
increasing the risk of wildfires, and 3)
extreme weather events (acute risks)
such as flooding impacting distribution
in key markets including the UK, Ireland,
Australia, and the US. These challenges
could affect both the availability and the
timely delivery of printed products.
If this scenario was to become reality,
it would Likely affect Future in the long
term, and we would expect a Major
financial impact on our business.
How we are responding
Metrics
Targets
Our long term Subscriptions strategy is to drive more digital subscribers (paywall), which will inevitably
become a larger proportion of our subscriber business. Print will remain a core part of our premium
subscriber proposition with proportionate pricing reflected in line with our cost base.
Sourcing paper from multiple geographical locations remains possible and would support the mitigation of
localised extreme weather events.
We are also ensuring that options for print operations remain with multiple suppliers, or that large suppliers
have multi-site and Disaster Recovery capability. We can also consolidate supply chain hubs, which would
allow greater flexibility in routing.
We are utilising scale and buying arrangements with suppliers to secure priority access to raw materials (e.g.
we have awarded paper buying to the most prominent global paper merchant operating in the pulp market,
and therefore have some control over input into paper mills.
Not deemed necessary for now.
Ability to source at least 75% of paper
from a minimum of three different
geographies.
Cap the annual increase in paper COGS
at 5%, even during periods of global
supply shock.
Maintain on-time delivery rate to a >90%
benchmark, even during periods of
adverse weather events affecting single
locations.
Scenario
4. Disruption to magazine production and distribution (NEW)
Physical Risk
Link to principal risk:
Climate Change (see page 51).
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Short
Medium
Long
Chronic/
Acute
1.5-2.0°C
In this scenario, physical climate
risks are not expected to increase
significantly, and therefore it’s unlikely
that climate change would affect the
viability of lifestyle and leisure activities,
or the demand for content that is
focused on activities such as golf and
cycling.
Unlikely, Insignificant Impact
If this scenario were to become a reality,
lifestyle and leisure activities, such as
golf and cycling, would remain viable.
Therefore, it’s Unlikely this risk would
affect Future, and we would expect
an Insignificant financial impact on
our business from this risk within this
timeframe.
Unlikely, Insignificant Impact
As per the Short timeframe (Unlikely,
Insignificant Impact).
Unlikely, Insignificant Impact
As per the Medium timeframe (Unlikely,
Insignificant Impact).
2.0-3.5°C
In this scenario, over time, there would
be an the enhanced risk of floods,
storms, and heatwaves, which may
affect the viability of lifestyle and
leisure activities in the longer-term,
although the change is not likely to be
significant or everywhere.
Unlikely, Insignificant Impact
If this scenario were to become a reality,
it’s unlikely we would see much change
in the short term.
Therefore, it’s Unlikely this risk would
affect Future in this timeframe, and we
would expect an Insignificant financial
impact on our business.
Possible, Minor Impact
If this scenario were to become a reality,
lifestyle and leisure activities, such as golf
and cycling, may start to become less viable,
which may reduce audience demand for
content focused on activities such as these.
Therefore, it’s Possible this risk could affect
Future in this timeframe and, if it did, we
would expect a Minor financial impact on
our business.
Likely, Minor Impact
If this scenario were to become a
reality, it’s likely that lifestyle and leisure
activities, such as golf and cycling would
no longer be viable in the long term in
some regions, which would somewhat
reduce audience demand for content
focused on activities such as these.
Therefore, it’s Likely this risk could affect
Future in the long term, and we would
expect a Minor financial impact on our
business.
3.0-5.0°C
In this scenario, over time, we would see
an increase in the frequency and severity
of extreme weather events, such as
floods, droughts, and heatwaves, which is
likely to affect the viability of lifestyle and
leisure activities in many regions in the
longer-term.
If lifestyle and leisure activities are no
longer viable, it’s likely the demand for
content that is focused on activities
such as golf and cycling will significantly
decrease.
Unlikely, Insignificant Impact
As per the 2.0-3.5°C scenario (Unlikely,
Insignificant Impact).
Likely, Minor Impact
If this scenario were to become a reality,
lifestyle and leisure activities, such as golf
and cycling, would likely become less viable,
affecting content verticals focused on
activities such as these.
Therefore, it’s Likely this risk would affect
Future in this timeframe, and we would
expect a Minor financial impact on our
business.
Almost Certain, Moderate Impact
If this scenario were to become a reality,
it’s almost certain that lifestyle and leisure
activities, such as golf and cycling, would
no longer be viable, directly affecting
content verticals focused on activities
such as these.
Therefore, this risk would Almost
Certainly affect Future in the long
term, and we would expect a Moderate
financial impact on our business.
How we are responding
Metrics
Targets
We are agile in response to changes in audience demand. For example, golf and cycling could become
indoor sports instead of outdoor sports, and therefore, the demand would still be there; it would just be
different.
We have access to Google search volumes on demand. If we had concerns that these sports were being
materially affected we would look at the data if/when we have concerns, to validate seriousness.
We are always looking for launch and acquisition opportunities, and we would step this up if the profile
of sports participation starts to change.
The potential impact from this risk is not greater than Minor apart from in the 3.0-5.0°C scenario in the
long term, and as we believe the demand would change rather than disappear, we are satisfied that the
business is resilient to the impact of this risk.
Not deemed necessary for now.
Not deemed necessary for now.
Scenario
5. Changes in audience demand affecting certain verticals (NEW)
Physical Risk
Link to principal risk:
Climate Change (see page 51).
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Short
Medium
Long
Reputational
1.5-2.0°C
In order for this scenario to become
a reality, we would see growing
environmental, social, and governance
(ESG) expectations from key
stakeholders, including investors and
consumers.
Companies could face significant
reputational risks if they fail to meet
these expectations.
Scrutiny would intensify around
corporate climate responsibility, and
underperformance or a perceived lack
of transparency in ESG commitments,
particularly related to climate impact,
could erode stakeholder trust and
confidence.
Almost Certain, Minor Impact
In this scenario, it would be vital for
us to demonstrate action in the ESG
space and transparency around our ESG
commitments.
Therefore, if this scenario became a
reality this risk would Almost Certainly
affect Future in this timeframe, and we
would expect a Minor financial impact
from this risk on our business.
Almost Certain, Minor Impact
As per the Short timeframe (Almost Certain,
Minor Impact).
Almost Certain, Minor Impact
As per the Short timeframe (Almost
Certain, Minor Impact).
2.0-3.5°C
In order for this scenario to become
a reality, we would have seen less
interest in environmental, social, and
governance (ESG) expectations from
key stakeholders, including investors
and consumers.
Likely, Minor Impact
In this scenario, there would be less
interest from key stakeholders in our
ESG commitments.
Therefore, if this scenario became a
reality, this risk would Likely (rather
than Almost Certainly) affect Future in
this timeframe, and we would expect a
Minor financial impact from this risk on
our business.
Likely, Minor Impact
As per the Short timeframe (Likely, Minor
Impact).
Likely, Minor Impact
As per the Short timeframe (Likely, Minor
Impact).
3.0-5.0°C
In order for this scenario to become a
reality, we would have seen very little
interest in environmental, social, and
governance (ESG) expectations from
key stakeholders, including investors
and consumers.
Unlikely, Minor Impact
In this scenario, it’s doubtful that key
stakeholders would be concerned about
Future’s environmental impact or its
transparency around corporate climate
responsibility.
Therefore, if this scenario were to become
a reality, it’s Unlikely this risk would affect
Future in this timeframe but, if it did, we
would expect a Minor financial impact from
this risk on our business.
Unlikely, Minor Impact
As per the Short timeframe (Unlikely, Minor
Impact).
Unlikely, Minor Impact
As per the Short timeframe (Unlikely,
Minor Impact).
How we are responding
Metrics
Targets
We have committed to near-term and long-term carbon reduction targets and have already taken steps to
reduce the amount of carbon we emit directly and through our value chain, including from digital activities
(see the “How we are responding” section in the risk below: “Changes in the Advertising Sector”).
We are transparent in our reporting of our climate-related actions, targets, and progress against them. We
are also members of multiple climate action groups, including those run by the PPA and the Responsible
Media Forum. We have also signed climate pledges with them, along with the Net Zero Carbon Pledge for
the Events Industry and the UN SDG Publishers Compact.
As the potential impact from this risk is not greater than Minor in any scenario, we are satisfied that the
business is resilient to the impact of this risk.
42% reduction in our overall emissions by
FY 2030.
90% reduction in our overall emissions by
FY 2050.
Qualitative metric - feedback/questions
from stakeholders.
42% reduction in our overall emissions
by FY 2030.
90% reduction in our overall emissions
by FY 2050.
Our overall Scope 3 footprint has
decreased by 26% from FY 2023, and
45% from our FY 2022 baseline (see
page 26 in the Corporate Responsibility
section for more details).
Scenario
6. Reputational risk from stakeholder expectations (NEW)
Transitional Risk
Link to principal risk:
Climate Change (see page 51).
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Link to principal risk:
Climate Change (see page 51).
Short
Medium
Long
Market
1.5-2.0°C
As awareness of environmental and
climate issues grows, audiences may
change their habits by reducing general
consumption or spending on certain
products, services, or media that they
perceive as environmentally harmful or
unsustainable.
This shift in consumer behaviour could
lead to a decline in engagement with
Future’s content or associated brands,
directly impacting advertising revenue
and affiliate income streams.
Possible, Minor Impact
If this scenario became reality, in the
short term we may start to see a shift
away from general consumption and
from engagement with associated
content.
Therefore, it’s Possible this risk would
affect Future in this timeframe and, if it
did, we would expect a Minor financial
impact on our business.
Likely, Minor Impact
Over time, we would expect to see a
more notable shift away from general
consumption and from engagement with
associated content.
Therefore, it’s Likely this risk could affect
Future in this timeframe, and we would
expect a Minor financial impact on our
business.
Likely, Major Impact
In the long term, we would expect to
have witnessed a marked shift away
from general consumption and from
engagement with associated content.
Therefore, it’s Likely this risk could affect
Future in this timeframe, and we would
expect a Major financial impact on our
business.
2.0-3.5°C
In order for this scenario to become
reality, there would have been less of
a change in general consumption, but
perhaps a shift towards practical and
solution-oriented content in the longer
term, such as how to live sustainably or
adapt to changing conditions.
Unlikely, Insignificant Impact
In this scenario, audience consumption
habits would likely stay the same in the
short term as they are currently.
Therefore, it’s Unlikely this risk would
affect Future, and we would expect an
Insignificant financial impact on our
business.
Possible, Minor Impact
In this scenario, more consumers would
experience the impacts of climate change
in the medium term, and we may see a shift
in behaviour towards practical and solution-
oriented content.
Therefore, it’s Possible this risk could affect
Future in this timeframe and, if it did, we
would expect a Minor financial impact on
our business.
Likely, Minor Impact
As more time passes and we near the
top temperature in this scenario (3.5°C),
we would expect to see behaviour shift
towards practical and solution-oriented
content.
Therefore, it’s Likely this risk would affect
Future in this timeframe, and we would
expect a Minor financial impact on our
business.
3.0-5.0°C
In this scenario, there would have been
very little change in general consumption,
but perhaps we start to see a shift
towards practical and solution-oriented
content in the longer term, such as how
to live sustainably or adapt to changing
conditions.
Unlikely, Insignificant Impact
As per the 2.0-3.5°C scenario (Unlikely,
Insignificant Impact).
Unlikely, Minor Impact
In order for us to be in this scenario,
consumption will have changed very little.
Therefore, it’s Unlikely this risk could affect
Future in this timeframe but, if it did, we
would expect a Minor financial impact on
our business.
Possible, Minor Impact
In the long term, we may start to see a
shift towards practical and solution-
oriented content.
Therefore, it’s Possible this risk would
affect Future in this timeframe and, if it
did, we would expect a Minor financial
impact on our business.
How we are responding
Metrics
Targets
We are agile in response to changes in audience demand. For example, if we were to see a shift towards
practical and solution-oriented content, such as how to live sustainably or adapt to changing conditions,
we would adjust our content to meet this need.
We are already working towards transitioning to a subscription-based model to reduce our reliance
on advertising and affiliate income. We are also developing ways to monetise the circular economy via
advertising and affiliates more effectively.
The potential impact from this risk is not greater than Minor apart from in the 1.5-2.0°C scenario in the
long term, and as we are already working on the mitigations outlined above, we are satisfied that the
business is resilient to the impact of this risk.
Not deemed necessary for now.
Not deemed necessary for now.
Scenario
7. Reduction in revenue due to change in audience consumption habits (NEW)
Transition Risk
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Financial Disclosures
Short
Medium
Long
Market
1.5-2.0°C
In this scenario, we may see a growing
reluctance among consumers to
purchase new technology or non-
essential goods. This could create
opportunities for businesses to position
themselves as sustainable, ethical, and
value-driven.
During economic downturns or
climate-related protests, the luxury
segment tends to remain more stable.
This presents an opportunity to focus
on premium offerings that align with
sustainability and exclusivity.
Just as during the COVID-19 pandemic,
periods of climate transition can
drive demand for reliable, up-to-date
information. Businesses that provide
clear, accessible content such as price
comparisons, sustainability guides, or
product reviews can become essential
resources for millions.
Scrutiny would intensify around
corporate climate responsibility, and
underperformance or a perceived lack
of transparency in ESG commitments,
particularly related to climate impact,
could erode stakeholder trust and
confidence.
Possible, Insignificant Impact
If this scenario were to become a reality,
businesses that position themselves as
sustainable, ethical, and value-driven
may benefit from promoting themselves
through platforms like TechRadar, which
can guide responsible tech choices.
Product comparisons based on green
credentials, such as carbon footprint, are
an area of opportunity Future is best-
placed to capitalise on, given the product
reviews we write and the associated
eCommerce revenue. We would expect
advertising revenue to increase in line
with this.
There may be an opportunity for us
to help audiences engage with the
circular economy and further integrate
sustainability into existing verticals.
Younger audiences are increasingly
viewing sustainability as a core value
across all interests – from fashion and
technology to travel and finance. This
opens the door to launching new content
verticals or rebranding existing ones to
reflect eco-conscious values.
However, our content will naturally be
created over time. Consumers will not
necessarily be at the stage within the
next 0-3 years whereby they will actually
start buying products that will help them
to reduce their own GHG emissions on
any kind of scale.
Therefore, this opportunity could
Possibly benefit Future. We would
expect an Insignificant financial impact
on our business from this opportunity
within this timeframe.
Almost Certain, Moderate Impact
As per the Short timeframe. However, we
would expect to see a significant shift in
audience interest by this point in time.
Therefore, we have stated that this
opportunity would Almost Certainly benefit
Future. We would expect a Moderate
financial impact on our business from this
opportunity within this timeframe.
Almost Certain, Moderate Impact
As per the Medium timeframe (Almost
Certainly, and Moderate Impact).
2.0-3.5°C
In this scenario, this would mean there
would have been less of a change in
general consumption, but perhaps a
shift towards practical and solution-
oriented content, such as how to
live sustainably or adapt to changing
conditions.
Unlikely, Insignificant
If this scenario were to become a reality,
audience consumption habits would
likely remain the same as they are
currently. Therefore, it’s Unlikely this
opportunity would benefit Future. We
would expect an Insignificant financial
impact on our business from this
opportunity within this timeframe.
Likely, Minor
If this scenario were to become a reality,
more consumers would experience the
impacts of climate change in the medium
term, and we would likely see a shift in
behaviour towards practical and solution-
oriented content.
Therefore, this opportunity would Likely
benefit Future. We would expect a Minor
financial impact on our business from this
risk within this timeframe.
Likely, Moderate
As per the Medium timeframe. However,
we would expect to have seen a
significant shift in audience interest by
this point in time.
Therefore, this opportunity would
Likely benefit Future. We would expect
a Moderate financial impact on our
business from this opportunity within this
timeframe.
3.0-5.0°C
In this scenario, this would mean there
would have been no change in general
consumption, but perhaps a shift
towards adapting to the impacts of
climate change.
Unlikely, Insignificant
As per the 2.0-3.5°C scenario (Unlikely, and
Insignificant Impact).
Possible, Minor
As per the 2.0-3.5°C scenario (Possible, and
Minor Impact).
Possible, Minor
As more time passes and we near the top
temperature in this scenario, we would
expect to see behaviour shift towards
practical and solution-oriented content.
Therefore, this opportunity could Possibly
benefit Future. We would expect a Minor
financial impact on our business from this
opportunity within this timeframe.
How we are responding
Metrics
Targets
We started working with The Carbon Literacy Project in FY 2024 to develop certified carbon literacy
training, which we delivered in FY 2025 to our Board, ELT and many employees within Editorial. You can
read more about this in the Our Future, Our Responsibility section on page 21.
We have a sizable Audience team that continually monitors and reports on search trends, and climate-
related keywords are included in that reporting. At least twice a year, our Trade Marketing team
conducts audience research that focuses on the products consumers expect to spend money on in the
coming months, which informs our content strategy for key moments, such as Prime Day, Black Friday,
and Christmas.
Quarterly reporting on climate-related
search trends.
Targets will be set to manage the change
or decline in these pursuits should the
scenario come to fruition.
Scenario
1. Change in audience behaviour
Transitional
opportunity
Detailed opportunities
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Strategic impact
We have not identified any substantial
systematic threats to the Group’s strategy
resulting from our climate scenarios. We have
already begun to reduce our exposure to the
material transition risks, as detailed in the
‘Risks and Opportunities’ table on pages 63 to
70, with a priority to reduce our GHG
emissions.
Future has a small operational footprint with
low capital spend and few critical locations. As
a digital-first business, our strategy is
adaptable and agile, continually responding to
shifts in our audience. Our editorial and
content colleagues are closely aligned with
our audiences, enabling us to address issues
as they arise. Resiliency is built into our digital
delivery strategy, with content replicated
across servers.
We will continue to review our mitigation of
the risks identified in the climate-related
scenario analysis, as shown in the table on
pages 63 to 70. Planning for climate change
has been integrated into management
processes with the continued engagement
with the Climate Pillar working group, as
shown in the section ‘(a) Board oversight of
climate-related risks and opportunities (CFD
A)’ on page 56.
Our Climate Pillar working group (see also
page 22) comprises senior leaders from
Editorial, Editorial Operations, Ad Operations,
and Marketforce. Climate change is now being
considered in business decisions, such as our
choice of printers.
Climate-related risks have been considered as
part of the Group’s FY 2026 budget process
and three-year plan review; for example, the
Board discussed the importance of climate
risk in relation to location strategy.
The following table presents an analysis of the
climate-related risks and opportunities against
each of Future’s strategic objectives:
c.
The resilience of our strategy, taking into consideration different scenarios, including a 2°C or lower scenario (CFD F)
Future’s strategic objective
Analysis of climate-related risks and opportunities
Reaching valuable audiences
We successfully deliver expert, trusted content that our
audiences want to consume about the things that matter to
them.
We take a content-first approach, enabling us to continue
engaging our audiences in a platform-agnostic way.
The three scenarios present both risk and opportunity
for audience engagement. In the 1.5-2.0ºC and 2.0-3.5ºC
scenarios, we anticipate increased consumer interest
in sustainability and sustainable technology, potentially
enriching current content and opening up new verticals as
consumer needs change. People will require support and
information to navigate lifestyle and technology change,
and Future’s brands can be a trusted partner in this. The
3.0-5.0ºC scenario represents significant economic and
political change, which is harder to predict. Information and
entertainment have the potential to grow if, for example,
travel and real-world experiences become more constrained.
At the same time, there are risks of economic downturn and
increasing instability.
There are reputational and investment risks resulting from
inaction on climate change. The diversification of Future’s
brands significantly mitigates the risks associated with
consumer perceptions.
Diversify and grow revenue per user
We diversify our monetisation models to create significant
revenue streams.
We are focused on three material revenue
types: Advertising, Consumer Direct and eCommerce affiliate.
Climate-driven audience-related risks and opportunities could
impact income through eCommerce affiliates, necessitating a
response to potential shifts in consumer behaviour. As set out
above, the 1.5-2.0ºC and 2.0-3.5ºC scenarios will likely lead to
increased consumer interest in sustainability and sustainable
technology. In the 2.0-3.5ºC and 3.0-5.0ºC scenarios, climate
adaptation has the potential to affect disposable income and
consumption patterns.
There is a risk that advertising revenue could be negatively
impacted if Future does not meet its emissions targets;
however, this has been mitigated by a significant reduction of
85% in emissions from digital ads since FY 2022.
Our Consumer Direct revenue stream may be impacted
by climate-related disruptions to supply chains for print
magazines, which are partly mitigated by our ‘digital first’
strategy.
Optimise the portfolio
We are rational capital allocators, creating value by
integrating acquisitions. Equally, where we can create value
by separating assets that no longer fit the portfolio and could
provide a return to shareholders, we will look to unlock such
opportunities. To expand our global reach through organic
growth, acquisitions and strategic partnerships.
Under the 2.0-3.5ºC and 3.0-5.0ºC scenarios, operational
impacts have the potential to affect both organic and
inorganic growth through the relocation of offices, data
centres, and changes to employee commuting. There are
opportunities for organic growth as consumer interest in
sustainable products increases, along with opportunities for
Future to be a trusted partner in guiding climate-motivated
consumer choices.
Our strategy around transactions may be impacted due to a
potential increase in transaction activity as businesses strive
to protect portfolios from economic upheaval. The impact on
our climate strategy will be considered as part of our decision-
making process for any future acquisitions.
The Group has a low energy intensity and relatively low
carbon footprint, making Future, in principle, a sustainable
investment.
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TCFD Thematic Area 4:
Metrics and Targets
a. Metrics used by our organisation to assess climate-related risks and opportunities in line with our strategy and risk
management process (CFD H)
b. Our organisation’s Scope 1, Scope 2 and Scope 3 greenhouse gas (GHG) emissions and the related risks
As outlined in our risk management process
on pages 58 and 62, climate change is an area
that the Group keeps under review as part of
its TCFD requirements. Two of our ELT
members sit within the Climate Pillar Working
Group, and therefore every 6 weeks they
participate in discussions about where we are
against our 2030 and 2050 targets (taking
2022 as our base year) and the work we are
doing to reduce emissions across the
business.
We do not currently embed climate-related
targets into our remuneration policy, as
described on pages 56 to 57.
The scenario analysis (see page 58), which
was conducted in FY 2025, identified two new
transition risks and two new physical risks:
Transition risks
Risk 6: Reputational risk from stakeholder
We have historically tracked our impact on
climate change by disclosing our Scope 1, 2,
and 3 GHG emissions (see page 26). We have
updated our climate scenario analysis for FY
2025, in light of the rapid changes occurring in
global temperatures.
Internal carbon prices
We do not currently use internal carbon
pricing. Still, we will consider implementing it
expectations
In the case of a 1.5-2.0°C scenario, companies
may face significant reputational risks if they
fail to meet the growing expectations of ESG
from key stakeholders, including investors and
consumers. However, we have committed to
near-term and long-term carbon reduction
targets, and have already taken steps to
reduce the amount of carbon we emit directly
and through our value chain. We are also
transparent in our reporting of climate-related
actions, our targets and our progress against
them. We continue to measure our GHG
emissions and progress against our target
reductions, and we monitor feedback from
stakeholders.
Risk 7: Reduction in revenue due to change in
audience consumption habits
In the case of a 1.5-2.0°C scenario, a reduction
in general consumption or spending on certain
products, services, or media that consumers
in future years if it becomes necessary to
meet our long-term targets, for example, to
incentivise behaviour change among staff
when travelling for business.
Capital deployment
Future operates a low-capital-expenditure
model. The Responsibility Committee of the
Board will review and approve any expected
costs associated with delivering on our target
perceive as environmentally harmful or
sustainable could potentially lead to a
decrease in audience engagement with
Future’s content or associated brands, directly
impacting advertising revenue and affiliate
income streams. As we are already working on
the mitigations we have outlined, we do not
deem it necessary to set metrics to measure
ongoing.
Physical risks
Risk 4: Disruption to magazine production
and distribution
In the case of a 2.0-3.5°C or 3.0-5.0°C
scenario, Future’s supply chain could be
impacted by an enhanced risk of operational
disruptions from floods, storms, and
heatwaves, and potential costs being passed
on by suppliers that need to invest in
infrastructure to withstand more extreme
weather events. We do not deem it necessary
to track metrics for this risk at this moment in
of reducing GHG emissions by 42% by FY
2030 and by 90% by FY 2050, which is
considered the most significant climate-
related requirement for capital deployment.
73
Financial Review
Annual Report and Accounts 2025
c.
The targets we are using to manage climate-related risks and opportunities and performance against targets (CFD G)
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
Risk 6: Reputational risk from stakeholder
expectations
Across scopes 1, 2 and 3 we are targeting a
42% reduction in our overall emissions by FY
2030 and a 90% reduction by FY 2050,
thereby reducing our exposure to this risk. We
have already started taking steps to reduce
the amount of carbon we emit in our business
through our value chain, which has decreased
by 27% year on year and by 45% since FY
2022 (see the Corporate Responsibility
section on page 21 for more details).
Risk 7: Reduction in revene due to change in
audience consumption habits
We are agile in response to changes in
audience demand and do not deem it
necessary to set targets for this risk.
Physical risks
Risk 4: Disruption to magazine production
and distribution
We have defined the targets we will use to
monitor this risk (see page 23), which are our
ability to source at least 75% of paper from a
minimum of three different grographies; to
cap the annual increase in paper COGS at 5%,
even during periods of global supply shock;
and to maintain our on-time delivery rate to a
>90% benchmark, even during periods of
adverse weather events affecting single
locations .
Risk 5: Changes in audience demand
affecting certain verticals
We are agile in response to changes in
audience demand. Targets will be set to
manage the change in sports pursuits and any
other verticals that could be affected by
extreme weather events should the 2.0-3.5°C
or 3.0-5.0°C scenario come to fruition.
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 testing climate
change scenarios. None of the identified risks
in the table on pages 63 to 70 has an Almost
Certain or Very Likely material impact on the
business in the short term. Where the risks are
deemed to have a material impact within the
Group’s three-year Risk Register and will be
subject to review and scrutiny as part of the
Audit & Risk Committee’s ongoing work.
In our approach to Viability Statement
modelling (see page 52), the Group has
sensitised its financial forecasts, taking into
account climate-related transition risks in the
same manner as the impairment testing,
which is considered to be a severe but
plausible scenario, concluding that even in
combination with other principal risks the
Group continues to be able to meet its
commitments and continue trading over the
74
Future plc
75
Chair’s introduction
78
Governance framework
80
Board of directors
85
Nomination committee
88
Audit and risk committee
93
Directors’ report
95
Statement of Directors’
responsibilities
96
Directors’ remuneration report
103
Annual report on remuneration
112
Directors’ remuneration policy
Corporate
Governance
75
Corporate Governance
Annual Report and Accounts 2025
• Shareholder activism is becoming more
data-driven and influential, with activists
leveraging advanced analytics to advocate for
their positions. This means companies need
to be prepared for more sophisticated
engagement and be able to articulate their
governance narrative effectively.
• Boards are grappling with ongoing geopolitical
movements, economic uncertainties (like
inflation, interest rates, and tariffs), and their
potential impact on corporate strategy, supply
chains, and M&A.
• The regulatory landscape is continuously
evolving, with stricter guidelines on
governance and reporting. This includes new
or updated regulations pertaining to AI and
Environmental, Social and Governance (‘ESG’)
reporting. There is also a renewed focus on
audit and corporate governance reform.
• ESG considerations remain central to boards’
agendas. The new, globally-aligned reporting
framework based on International
Sustainability Standards Board (ISSB)
standards, following which the UK intends to
adopt its own Sustainability Reporting
Standards (SRS), will create more robust and
comparable sustainability disclosures. At the
same time, the new Corporate Governance
Code emphasises internal controls and
accountability, while the broader market
continues to expect a proactive approach to
ESG issues.
• Board diversity is being redefined beyond just
gender and ethnicity, encompassing a wider
range of experiences, skills, and backgrounds.
Boards are also reviewing their composition
to ensure they have the necessary expertise
for new and complex challenges, such as AI
and climate transition.
• Executive compensation continues to be a key
area of interest for shareholders, with
increasing demands for transparency and
alignment with performance. Boards are also
devoting more time to proactive executive
development and CEO succession planning
to ensure smooth transitions and reduce risk.
These trends highlight a growing complexity in
the corporate governance landscape, requiring
boards to be more agile, forward-thinking, and
accountable to a wider range of stakeholders.
Diversity and inclusion
As noted above, board composition and
diversity continue to be critical factors in
influencing business performance. The
Board’s approach to diversity sets a clear
direction to the organisation as a whole as to
the importance of diversity, equity and
inclusion in setting our business up for
competitive success.
This year we reviewed our Board Diversity and
Inclusion (D&I) Policy, which also applies to the
Board’s Committees. The D&I Policy was last
updated in September 2023 and the Board’s
conclusion this year was that, while the policy
is still fit for purpose, we have not achieved all
the objectives we set for ourselves as a Board,
by the dates we originally set. I provided detail
on the context of our Board evolution and the
efforts we were making to ensure that
diversity remains a key element of that
evolution, in my introduction to the Nomination
Committee report last year, and I provide a
further update in the Nomination Committee
report on page 85 of this Annual Report.
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
to 37 and some highlights from 2025 are:
• The Board is kept updated about the
operational and financial position of the
business and receives updates on the impact
of our actions on our stakeholders and other
topics that are relevant to Future’s business.
Board meeting agendas include a rotating
programme of ‘deep dives’ on specific areas
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
2025, for example, this included deep dives
on: our new strategic initiatives, online
audience diversification and growth, and
cyber attack preparedness.
• 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
“Corporate governance in 2025 has been
significantly shaped by a confluence of
evolving factors, including technological
advancements, increasing regulatory
scrutiny and an evolving definition of
corporate responsibility”
Chair’s introduction
Richard Huntingford
Chair
Dear Shareholder
I am pleased to present our Corporate Governance
report for 2025, my last report as Chair.
Year in review
I noted in my statement in the Strategic Report on
page 8 that FY 2025 had been a year of constant
change, across global economies as well as our
ecosystem, but that Future’s DNA of a growth
mindset, agility and track record of innovation
positioned the Group well to withstand such
change and disruption. Likewise, corporate
governance in 2025 has been significantly shaped
by a confluence of evolving factors, including
technological advancements, increasing
regulatory scrutiny, and an evolving definition of
corporate responsibility. Top trends included:
• The rapid advance of AI, requiring boards to
focus increasingly on ensuring ethical AI
practices and overseeing the development of AI
policies and frameworks, as well as how AI can
be used to improve business efficiency.
• Simultaneously, cybersecurity remains a top
priority, with boards being held more responsible
for safeguarding against increasingly
sophisticated cyber threats.
76
Future plc
Leadership Team in March, for a review of the
overall strategy and performance in the HY.
This was followed by a dinner which
members of the Senior Leadership team
also joined.
• The Board is kept updated on the results of the
Company’s employee engagement surveys.
• During our March Board meeting in the
Group’s London office, the Board took part in
a Q&A session at which all staff were invited
to put their questions to Board members. A
similar session was held in our Cardiff office,
in September.
• Board members joined the Senior Leadership
Team meeting held in Bath, in October.
• 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 FY 2025 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 on page 12,
given market conditions during FY 2025 and
our focus on organic growth, strategic
acquisitions were not a priority for the Group,
although M&A remains a key pillar of our
strategy as a potential accelerator, should the
right opportunities and market conditions
prevail. We continued to look at bolt-on
acquisitions when financially attractive, to add
in vertical leadership, technology or product
capability and/or skills capabilities. We made
two bolt-on acquisitions during the year,
details of which are on page 172.
Board changes during the year
We were delighted to appoint Kevin Li Ying to
the role of Chief Executive Officer on 31 March
2025. Although Kevin had been the Board’s
preferred internal candidate, we also ran a
thorough external search process, which was
supported by Spencer Stuart, a global search
firm, which has no connection with Future or
any individual Directors.
Kevin joined Future over 20 years ago and has
been a key contributor to the successful
transformation of the Group from a traditional
print publisher into the leading global digital
media platform it is today. Prior to his
appointment as CEO, he had full responsibility,
as EVP of B2C, for the Group’s largest division,
for all B2C brands, editorial and revenue
generation consisting of commercial
advertising, eCommerce, subscriptions and
newstrade revenue, whilst also ensuring that
technology and data are central to the B2C
offer. Prior to this, Kevin was Chief Technology
Officer, a position he held for 8 years.
Kevin’s appointment followed the departure of
Jon Steinberg from the Board on 30 March
2025. I would like to thank Jon for his
contribution to the success of the Company
and wish him every success in the future.
Other than Kevin’s appointment, further
details of which are set out in the Nomination
Committee report on page 85 and in the
Directors’ Remuneration Report on page 96,
and Jon’s departure, there were no other Board
changes during the year.
However, we plan to
announce the Board changes detailed in the
Nomination Committee report, on page 85.
Further details of the work that the
Nomination Committee and the Remuneration
Committee have done to ensure a smooth
CEO transition, as well as wider Board and
senior leadership succession planning, are set
out from page 85. The Remuneration
Committee was also very much involved in
Kevin’s remuneration arrangements and Jon’s
leaver treatment, and you can read more
about that on pages 96 and 97.
Remuneration
The Board was very pleased that a large
majority of our shareholders (97.5%) voted to
approve the Directors’ Remuneration Report
at the AGM in February 2025.
We have provided further details on this in the
Directors’ Remuneration Report, on page 96,
where we also provide details of the new
CEO’s compensation arrangements, which are
fully in line with the Directors’ Remuneration
Policy that was approved by shareholders at
the AGM in February 2023.
On the topic of the Directors’ Remuneration
Policy, we began an extensive consultation
with our shareholders at the end of May this
year.
The policy that was approved in 2023
was intended to apply for up to three years
from 8 February 2023, with
the proposed new
policy being submitted for approval by
shareholders at the AGM in 2026.
Details of
the consultation process led by Mark Brooker,
the Remuneration Committee Chair, are set
out in Mark’s introduction to the Directors’
Remuneration Report, on page 96.
Based on
that consultation and how we have reflected
the feedback we received in the final policy,
we very much hope that shareholders will vote
in favour of the new policy at the AGM.
The Remuneration Committee also discussed
the new policy with several of the proxy
agencies, once shareholders had been
engaged and the Committee had determined
its final proposals.
The Board values the feedback and insights
from all our stakeholders and we remain
committed to engaging proactively with
shareholders and advisory bodies on
remuneration matters. Ensuring that our
remuneration approach, practices and
outcomes fully support our strategy remains a
key priority for the Company.
Culture
We continued to build on our responsibility
strategy, Our Future, Our Responsibility. The
Corporate Responsibility section, starting on
page 21, sets out details of the initiatives that
we took during the year, as well as their
outcomes.
These initiatives have been boosted since the
Corporate
Governance
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 11 and 24
Division of responsibilities
page 78
Composition, succession and evaluation
pages 83 to 84
Audit, risk and internal control
page 88
Remuneration
page 96
The Company confirms that it has complied with the provisions of the Code throughout the
financial year.
77
Corporate Governance
Annual Report and Accounts 2025
appointment of Ivana Kirkbride as our first
nominated Non-Executive Director
responsible for workforce engagement, in
September 2024.
This appointment, as we
noted last year, aligns with Ivana’s role as Chair
of the Responsibility Committee and that
Committee has supported a number of
initiatives during FY 2025, including the
launch of our first three employee networks,
with a further three added since the FY 2025
year end.
Feedback from the networks’
activities is reported back to the Committee,
including through case examples that
demonstrate the positive impact that the
networks are having within the organisation
and in the communities we serve.
Another initiative introduced this year, which
allows the Board to listen directly to the views
and concerns of the workforce and to take
them into account in Board decision-making,
are bi-monthly Board lunches, where a
randomly selected group of Future colleagues
are invited to join Board members for an
informal lunch and discussion on topics
relevant to the Group.
We continue to review
the format of these important opportunities to
interact directly with Future colleagues, so
that they serve the purpose of facilitating
open communication.
As in previous years, my Board colleagues
and I also took various other opportunities to
meet with colleagues during FY 2025, to learn
more about working at Future and the
business in general.
Our responsibility strategy is reviewed
regularly in our Responsibility Committee
meetings, with the wider culture and the
ethical behaviour demonstrated within our
business being a critical component of how
Future operates.
In FY 2025, we built on our mission to attract,
develop and support our colleagues to enable
a healthy, high-performing culture centered on
the employee experience. Key efforts included
investing in tools and processes to reduce bias
in hiring, launching the new employee
networks to support belonging, and continuing
to embed our performance and goal-setting
framework introduced last year.
We will continue this engagement with
existing and new colleagues in FY 2026.
During the year the Board approved the
launch of the Group’s new Code of Ethics &
Conduct. Our reputation as a Group is founded
on always meeting the highest professional
standards in our interactions with all of our
stakeholders, both within and outside the
Group.
Retaining our existing audiences - and
attracting new audiences - requires them to
trust our brand.
Key to that is acting
responsibly with their personal information,
not only meeting compliance requirements
but, beyond that, being transparent and
delivering on our promise to provide them
with content that ignites their passions.
This
is how we create loyalty in our audiences.
All the Group’s colleagues are responsible for
demonstrating our commitment to ethical
practices and protecting and enhancing
Future’s reputation, in everything we do and
say.
The Future Code of Ethics & Conduct
sets out the rules and values we must all
follow and the standards we must uphold.
It
explains where colleagues should go if they
need further support and we hope it will
contribute to improving workplace
satisfaction and staff morale, helping talent
retention and attraction.
The Board continues to be satisfied that the
approach towards engagement with the
workforce, as set out above and as described in
the Responsibility Report on page 21, is robust.
The section 172 statement on page 40
describes how the Board’s approach is
supported by business-led stakeholder
relationships.
Board effectiveness
Central to setting the correct tone is the
review of the Board’s own performance.
Having carried out an externally facilitated
review in FY 2024, in accordance with the UK
Corporate Governance Code, our review in FY
2025 was internally facilitated.
I was pleased to note that the results of the
review concluded that, among the Board’s
strengths, are a sense of trust and openness
among Board members and a positive working
relationship with management. You can read
more about how the review was run and the
findings on page 83.
Return of cash to shareholders
We paid a dividend of 3.4p per share to our
shareholders in February 2025.
As part of our ongoing focus on our capital
allocation and how we can best use it to create
shareholder value, we announced with our FY
2024 results that we were proposing to return
up to a further £55m of cash to shareholders.
That programme was launched on 2 January
2025 and concluded on 31 July 2025, when
the £55m limit was reached.
As at that date,
7,011,664 Shares had been repurchased, and
cancelled, under the programme.
On the
same date, we launched the further £55m
buyback programme, which we had
announced at the time of our half-year results
in May 2025. We expect that programme to
conclude in the coming days and the Board
has approved a further £30m buyback
programme, to commence as soon as the
current programme is completed.
We continue to review our capital allocation
priorities in light of market conditions, to
maximise our opportunities.
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 75 and 83). Our AGM in
February 2026, which we will continue to run
as an in-person meeting, is another
opportunity for the Board to meet
shareholders and answer their questions.
Richard Huntingford
Chair
3 December 2025
78
Future plc
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.
• Establishes the Company’s purpose, values and strategy, and
satisfies itself that these and its culture are aligned.
All
Directors must act with integrity, lead by example and promote
the desired culture.
• Ensures that the necessary resources are in place for the
Company to meet its objectives and measure performance
against them. The Board should also establish a framework of
prudent and effective controls, which enable risk to be assessed
and managed.
• In order for the Company to meet its responsibilities to
shareholders and stakeholders, the Board should ensure
effective engagement with, and encourage participation from,
these parties.
• 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.
Matters reserved for the Board can be found on the website at
www.futureplc.com/governance.
All Directors have access to the advice of the Company
Secretary, who is responsible for advising the Board on all
governance matters.
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.
Corporate
Governance
Governance framework
79
Corporate Governance
Annual Report and Accounts 2025
Board and Board Committee meeting attendance
Board
1
Nomination
Committee
Audit and Risk
Committee
Remuneration
Committee
Responsibility
Committee
AGM
Richard Huntingford
7 (7)
3( 3)
-
-
-
1 (1)
Meredith Amdur
7 (7)
3 (3)
4 (4)
-
4 (4)
1 (1)
Mark Brooker
7 (7)
3 (3)
-
4 (4)
-
1 (1)
Rob Hattrell
7 (7)
3 (3)
-
4 (4)
-
1 (1)
Ivana Kirkbride
6 (7)
2 (3)
-
-
4 (4)
1 (1)
Kevin Li Ying
2
4 (7)
2 (3)
-
-
2 (4)
0 (1)
Alan Newman
7 (7)
2 (3)
4 (4)
-
-
1 (1)
Angela Seymour-Jackson
7 (7)
3 (3)
4 (4)
4 (4)
4 (4)
1 (1)
Sharjeel Suleman
7 (7)
-
-
-
-
1 (1)
1.
The numbers represent the number of meetings attended by each Director, out of a total number (in brackets) of meetings held. 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.
2.
Kevin Li Ying joined the Board on 31 March 2025.
3.
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, reviewing their strategy and culture within the wider
Group and monitoring that they are operating in compliance with
the applicable regulations and guidance.
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.
• Monitors 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.
80
Future plc
Key
Nomination
Committee
Remuneration
Committee
Audit and Risk
Committee
Responsibility
Committee
Committee
chair
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.
Previous
roles
have included Non-Executive
Chair of Wireless Group plc
(formerly UTV Media plc) from
2012 to 2016 and Non-
Executive Director of
JPMorgan Mid Cap
Investment Trust plc from
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:
Previously Chief Executive
Officer of Rhetorik, a leading
data supplier to technology
vendors, until sale to Lightcast
in July 2025.
Now Senior
Adviser at Lightcast
Previously President and CEO
of Wanted Technologies, a
Canadian listed recruitment
data analytics provider, and
has held executive roles
with Microsoft, Deloitte and
DirecTV
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
Kevin
Li Ying
Position:
Chief Executive Officer
Nationality:
British / Mauritian
Appointed:
March 2025
Key skills and experience:
• Over 20 years experience
in technology and over 10
years of executive
leadership experience
• Deep expertise in building
scalable technology
platforms
• Strong understanding of
the commercial levers,
technology architecture
and product services that
drive value for both
business and customers
External appointments:
Non-Executive Director of
W.A.G. Payment Solutions
plc (trading as EUROWAG)
Prior to his appointment as
Chief Executive Officer,
Kevin served as Executive
Vice President of Future’s
B2C division and, prior to
that, as Future’s Chief
Technology Officer from
April 2016. He was
previously Chief Technical
Architect, leading systems
and software engineering as
well as all infrastructure
operations across the
Group.
During that time, his
key achievements included
the delivery of the Hawk
technology – Future’s
proprietary eCommerce
platform and the backbone
of the Group’s revenue
stream. Before this, he was
Web Development Director
at Future
Education:
Kevin holds a BSc Honours
in Software Engineering
from the University of the
West of England
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, Trustee of MCC
Foundation
Previously Chief Financial
Officer for five years at ITV
Studios and before that held a
variety of senior finance roles
at ITV plc including Director of
Group Finance and Director of
Investor Relations
Sharjeel started his career at
KPMG, where he qualified as a
chartered accountant
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
81
Corporate Governance
Annual Report and Accounts 2025
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 and
experience
•
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 SID
at Trustpilot Group plc.
Held executive roles with
Aegon UK, RAC Motoring
Services Limited and Aviva
UK Limited, and was Senior
Advisor to Lloyds Banking
Group (insurance). Previous
non-Executive Director roles
include esure Group plc,
Rentokil Initial plc and GoCo
Group plc
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 at
TDR Capital, Non-Executive
Director of Priam Acquisitions
Limited, Asda Stores
Limited and other other TDR
investment vehicles
Previously Vice President,
eBay UK, where he led one
of eBay’s strongest markets
worldwide and before that
at Tesco, where Rob was
most recently responsible for
the supermarket’s General
Merchandise business across
the UK and Central Europe.
He has also held the position
of Partner in the global retail
practice at Accenture
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:
Formerly 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),
Heathrow Airport Holdings
Ltd and eCogra Holding Ltd
(both private companies)
Previously Chief Operating
Officer of Trainline (formerly
thetrainline.com) with
responsibility for the UK and
International consumer and
B2B businesses.
Prior to
this he was COO at Betfair
having previously spent 17
years in investment banking
advising UK companies on
equity capital raising and
M&A, latterly as a Managing
Director at Morgan Stanley
Education:
Mark holds a Master’s degree
in Engineering, Economics
and Management from
Oxford University
Board Tenure
Each of the Executive Directors has a rolling contract
of employment with a 12-month notice period, while
Non-Executive Directors are, subject to re-election
by shareholders, appointed to the Board for a term of
approximately three years. The adjacent chart shows
the current tenure of the Non-Executive
Directors
(rounded up to the nearest year).
1
2
3
4
5
6
7
8
9
10
Non-Executive Directors
Richard Huntingford
Meredith Amdur
Mark Brooker
Rob Hattrell
Ivana Kirkbride
Alan Newman
Angela Seymour-Jackson
82
Future plc
Objectives for FY 2026
S
teps to be taken during FY 2026
Continue the Board’s focus on strategic debate,
market shifts, our customers’ needs and on
redefining Future’s mission and purpose in a fast-
changing ecosystem.
Review Board agenda to ensure sufficient time is
dedicated during meetings to discussion.
Ensure
regular debate about the strategy in light of
emerging information.
Effectively implement the changes to our Board
composition outlined in the Nomination Committee
report, on page 85, and support the new Board Chair
and other Board members to transition seamlessly
into their new roles, setting the Group up for further
success.
Continue the culture of trust and openness among
Board members, particularly during the transition
period, to ensure successful execution of the
transition.
Use the Spencer Stuart work to inform
decisions on the broader Board composition.
As well as the opportunities, anticipate the
challenges and risks of a fast-changing business
environment and ensure our strategy allows for
trade offs and prioritisation, in light of emerging
information.
Focus on resilience risk management and further
embed this into strategy and KPI monitoring.
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
Board activities
The Board has an annual programme, or governance
rhythm, which sets out both standing agenda items
for each meeting, as well as topics on which the Board
is updated either annually, bi-annually, or as and when
required.
Standing agenda items include updates
from the Group CEO and CFO, as well as Strategy
updates.
Other regular updates include M&A,
Investor Relations, People & Culture and Company
Secretary.
Rotational presentations include deep
dives from the three business divisions (B2B, B2C and
Go.Compare) and Committee Chair updates, as well
as topical updates, for example on Capital Allocation,
ESG, Cyber Resilience, Risk, Litigation and Defence
Preparedness.
The table below sets out some of the
other key activities from the Board meetings during
the year.
As well as the Group’s principal external advisers,
other external presenters are invited to join Board
meetings, to ensure that the Board benefits from
their perspectives.
Various Company events
provide opportunities for Directors to engage
with the Group’s employees, as well as its other
stakeholders.
Further details are set out on page
36.
Board and Committees:
B
- Board
A
- Audit and Risk Committee
G
- Go.Compare Board
N
- Nomination Committee
Rem
- Remuneration Committee
Resp
- Responsibility Committee
December
Meetings held
B, A, G, N, Rem, Resp
•
Release of full year
results
•
FY 2024 Annual
Report approved
•
Recommendation of
final dividend
•
FY 2025 final budget
and three-year plan
approved
•
Acquisition of RNWL
approved
March
Meetings held
B
•
New CEO announced
•
Two-day strategy
meeting
July
Meetings held
B
•
Trading statement
•
Bond issue
announced
•
Internally facilitated
Board performance
review
February
Meetings held
B, A, G, Rem, Resp
•
Trading statement
•
AGM held
•
‘Ask the Board’ Q&A
session held with
London colleagues
May
Meetings held
B, A, G, N, Rem, Resp
•
Release of half year
results
•
Acquisition of Kwizly
approved
•
Share repurchase
programme #4
announced
September
Meetings held
B, A, G, N, Rem, Resp
•
Investor webinar
•
‘Ask the Board’ Q&A
session held with
Cardiff colleagues
•
Employee
engagement survey
results reviewed
•
Board Diversity
& Inclusion policy
approved
Board Activities
2025
2024
Senior Independent
Director
The Senior Independent Director, Mark Brooker had
the opportunity to engage with major shareholders
on two topics during the past year.
In December and
January Mark met with shareholders as requested
during the CEO transition process and over the
summer as part of his Remuneration Committee
Chair role.
While the focus of the latter engagement
was Future's proposed new Directors' Remuneration
Policy (details on which are on pages 112 to 117),
he took the opportunity to explain to shareholders
some of the challenges and opportunities that
developments in the broader business environment
presented to the Group, as context for the new
policy proposals.
As part of those conversations,
he responded to a range of questions from
shareholders.
He reported on the feedback from
shareholders to other Board members, ensuring
that they clearly understood the shareholders'
views.
Mark also lead the annual appraisal of the
Chair's performance, as explained on page 82.
83
Corporate Governance
Annual Report and Accounts 2025
Board performance review
An evaluation of the Board and its
Committees is carried out annually and
externally facilitated every three years.
Last year we carried out an external
review; this year the review was internal.
Progress on FY 2024 actions
Key objectives identified for action in FY
2025 were:
• Further focus on long term strategy
and refining of 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.
• Ongoing focus on succession plans for the
Board, considering the competencies that
would 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.
Some of the steps taken during FY 2025
to address those objectives were:
• The Board has worked closely with Kevin
Li Ying, following his appointment as
CEO in March 2025, to support him in
establishing himself in the CEO role.
• As Sharjeel Suleman was still new to
Future, having been appointed as Chief
Financial Officer immediately prior to
FY 2025, in September 2024, the Board
worked closely with him during the year
to support his effective onboarding.
• The Board skills matrix, Board
composition and Board succession
planning were kept under review by
the Nomination Committee during
the year.
In August, in the context of
the succession planning required for
the Board Chair and Audit and Risk
Committee Chair roles, the Board
engaged the board advisory services of
Spencer Stuart (which has no connection
with Future or any individual Directors)
to review the composition of the Board.
An update on that work is included in the
Nomination Committee report, on page
85.
• The Board continues to review its capital
allocation priorities against its long term
strategy.
• A refined dashboard of key business
performance indicators is now presented
at each Board meeting.
• On the recommendation of the
Responsibility Committee, the Board
adopted a three-year employee
engagement plan, with the aim of
transforming our organisational dialogue
and driving earned value with our
employees.
• The Board took the opportunity to
engage directly with senior management
and colleagues from across the business
in various forums.
These included:
• The Board meeting with the Executive
Leadership Team at a Strategy Day
in March, followed by a dinner which
was also attended by other senior
managers.
• The Board attending live ‘Ask
the Board’ Q&A sessions for all
colleagues, in London in February and
in Cardiff in September.
• The Chair met with a number of Future’s
shareholders during the year.
• 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 and Board members are invited and
which include CEO and CFO 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 internally facilitated review
in FY 2025.
To help monitor trends
from the previous year, Independent
Audit provided a questionnaire and
sent it to Board members in early July.
Responses were received through July
and early August and, having analysed
the responses, the Company Secretary
submitted a report on the Board
members’ responses in early September.
The report outcomes and the proposed
actions were discussed at the September
Nomination Committee and Board
meetings.
The report, which was based
on the self-assessment questionnaire,
confirmed that the Board displays a
number of strengths, including:
• A sense of trust and openness among
Board members.
• A positive working relationship with
management.
• Robust approach to compliance, risk and
controls, as well as financial health.
• Improved monitoring of performance
against strategy.
This discussion, together with the
Nomination Committee’s considerations
Board evaluation cycle
• Similar
questionnaire as for
FY 2024 external
review, to see trends
• Progress on FY
2024 actions
reviewed
• Will review progress
against action plan
created in FY 2026
and create actions
for FY 2027
• Independent,
externally facilitated
review
• Areas of focus
identified for 2028
YEAR 1
FY 2025
Internal
evaluation
YEAR 2
FY 2026
Internal
evaluation
YEAR 3
FY 2027
External
evaluation
84
Future plc
of independence, time commitment
and tenure, are used as the basis for
recommending the re-election of Directors
by shareholders. The Board is satisfied
that all its Non-Executive Directors bring
robust, independent oversight and that
they continue to remain independent.
The review process also addressed the
strengths and development areas for
Go.Compare, which has its own board,
and for the four board committees, which
are the Audit and Risk, Nomination,
Remuneration and Responsibility
Committees.
For Go.Compare, noting
a strong score in particular for the
information provided to the Board and
on the effectiveness of its meetings, the
actions focused on continuing the focus
on its strategy, within the broader Future
Group strategy, and on ensuring that
Go.Compare colleagues feel as connected
to Future plc and the success of its strategy
as they do to Go.Compare’s own strategy
and plan.
Noting that all four committees function
well in terms of effective chairing, quality
of discussions, the support they receive
and the reporting they do, the actions
they agreed to implement in FY 2025
to enhance their performance included:
completing the consultation process on
the 2026-2028 Directors’ Remuneration
policy, securing shareholder approval of
the policy at the February 2026 AGM and
implementing it effectively from FY 2026;
continuing to enhance communication
of Future’s responsibility strategy and
measuring its impact.
As part of the internal Board evaluation
process, the Senior Independent Director
led a review of the Chair’s performance
taking into consideration the view of all
the Directors. The Directors unanimously
agreed that Richard has been an excellent
Chairman and a strong leader for the
Board. They noted the open and inclusive
culture the Chair has created within the
boardroom and effective management
of board meetings. The Chair has also
provided strong support and mentoring
for the recently appointed CEO as he
becomes established in the role. Looking
forward to FY 2026, the proposed new
Chair and the Board are planning to
further increase time at board meetings
considering Future’s strategy, given the
longer-term challenges arising from
fundamental changes to the media
industry. The proposed new Chair will
also look for opportunities to provide
1:1 feedback to Non-Executive Director
colleagues regarding their performance.
Finally, the focus on Director succession
planning will continue, as a number of
Board members will reach the end of their
expected tenure in the next 2-3 years.
Corporate
Governance
85
Corporate Governance
Annual Report and Accounts 2025
Nomination committee
Future or any individual Directors, to advise the
Committee on this appointment.
Spencer Stuart presented a diverse set of
candidates for the Committee to consider.
Included in the list of potential candidates was
Kevin Li Ying, whose background I outlined in
my Chair’s introduction, on page 8 of this
report.
Having interviewed a shortlist of candidates,
including Kevin, and after careful consideration,
referencing and due diligence, the Committee
concluded that Kevin was its preferred
candidate and recommended to the Board that
he be appointed CEO. With the Board’s
approval, this was announced on 30 January
2025, with his appointment taking effect on 31
March 2025.
Also on 30 January 2025, it was announced
that the then CEO, Jon Steinberg, would step
down from the Board on 30 March 2025 and
act as Senior Advisor until 30 June 2025, to
ensure a smooth transition with Kevin.
Board changes in the year
The Committee played a central role in Kevin’s
search process, as outlined above, and worked
closely with the Remuneration Committee to
define his compensation arrangements and
Jon’s leaver treatment, details of both of which
are set out from page 96.
Other than Kevin’s appointment, further details
of which are set out in the Directors’
Remuneration Report on page96, and Jon’s
departure, there were no other Board changes
during the year.
However, we plan to announce
the following Board changes on 4 December
2025, which will take effect from 5 February
2026, following the Annual General Meeting on
that date:
• I will step down as Chair of the Group’s Board
• Mark Brooker will become Board Chair and
Chair of the Nomination Committee
• Alan Newman will become Senior
Independent Director, while also remaining as
Chair of the Audit and Risk Committee
• Angela Seymour-Jackson will become Chair of
the Remuneration Committee, while also
continuing in her role as Chair of the
Go.
Compare Board.
The Board decided that Spencer Stuart was
also the best choice to advise the Committee
on the replacement of the Board Chair position.
Based on individual discussions with members
of the Nomination Committee by Alan
Newman, the assessment of the Nomination
Committee was that the current Senior
Independent Director, Mark Brooker, would be
the preferred candidate as Chair successor,
providing continuity and understanding of the
Group following a series of leadership changes.
In order to validate its assessment, the
Nomination Committee asked Spencer Stuart
to carry out an assessment of Mark, which was
shared with the Committee. The due diligence
process also included a formal interview of
Mark by a panel of the Nomination Committee,
which excluded myself and Kevin. The panel
concluded that it was not necessary to
consider external candidates for the role and
recommended Mark’s appointment as Board
Chair to the Board, subject to receiving my
confirmation as to when I intended to step
down from the role.
Mark, of course, having
indicated his willingness to be considered for
the position, did not take part in any of the
Nomination Committee’s deliberations or
decisions and, in accordance with good
governance practice, neither I nor Kevin took
part in them, although we were briefed on them
afterwards, as part of a meeting of the full
Nomination Committee.
In my absence, Alan
Newman chaired the relevant meetings.
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 D&I Policy,
Richard Huntingford
Chair of the Nomination Committee
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
Dear Shareholder
On behalf of my colleagues on the Nomination
Committee, I am pleased to present this review
of the Committee’s activities during FY 2025.
The Committee met formally on three
occasions during the year.
Its Terms of
Reference describe its role and responsibilities
more fully and can be found on Future’s website.
CEO transition
On 18 October 2024, we announced that Jon
Steinberg had informed the Board of his
decision to step down from the Board in 2025,
to relocate back to the US with his family. Jon’s
notice period was twelve months. We also
announced that the Board had initiated a
search for his successor and ultimately the
Board appointed Spencer Stuart, the executive
search adviser, which has no connection with
86
Future plc
planning
During FY 2025, the Board and the Committee
have monitored the changes to the
organisational structure and approved
changes to key leadership roles. During the
year, the Board discussed succession plans for
executives below Board level on a number of
occasions.
The Committee will continue to keep a
watching brief on the market and potential
talent.
It will continue to monitor the ELT and
senior management talent pool to ensure that
succession planning for business-critical roles
is proactively reviewed and to ensure the
development of a diverse pipeline for
succession for the Board and the ELT.
This
follows the requirements of the 2024
Corporate Governance Code, which the Group
is working towards compliance with, although it
but also with a view to ensuring that the
Board’s blend of skills and experience is
appropriate for the next stage of Future’s
development.
On appointment each Non-Executive Director
receives a letter of appointment setting out,
among other things, their term of appointment,
the expected time commitment for their duties
to Future and details of any committees of
which they will be a member and/or Chair.
Non- Executive Directors are initially appointed
for a three-year term, after which a review is
undertaken to consider renewal of the term for
a further three years. However, Future follows
governance best practice, with all directors
standing for re-election by shareholders at
each Annual General Meeting.
Executive Leadership Team (ELT) succession
will only apply to the Group from the financial
year beginning 1 October 2025.
Board diversity and inclusion policy
We adopted a new Board D&I Policy in 2023,
which also applies to the Board’s Committees.
We reviewed the policy in September 2025 and
concluded that, while the policy is still fit for
purpose, we had not achieved all the objectives
we set for ourselves as a Board, by the dates
we originally set and we have therefore
extended some of those dates.
We continue to see increasing diversity at
Board level as an essential element in
maintaining a competitive advantage and to
believe that a truly diverse Board will include
and make good use of differences in the skills,
regional and industry experience, educational,
professional and socio- economic
backgrounds, ethnicity, race, gender, age,
sexual orientation, disability, cognitive and
other distinctions between Directors.
Our Board D&I Policy also makes specific
reference, as well as to diversity, to inclusion, to
highlight that, as well as a diverse Board, we
promote an open and inclusive culture in Board
and Committee meetings, where all Directors
are encouraged to share their views and their
views are all taken into account, without bias or
discrimination.
Our objective of driving the benefits of a
diverse and inclusive Board, senior
management team and wider workforce is
underpinned by our strong culture of diversity
and inclusion, which is essential to fulfilling
Future’s purpose, is inherent in our values and
supports the delivery of our strategy. You can
read more about the Group’s approach to
diversity and inclusion in the Corporate
Responsibility report from page 21.
Set out below are the objectives of our Board
D&I Policy and our assessment of performance
against them. These objectives ensure that
both appointments and succession planning
support developing a diverse pipeline:
• 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
Members
Since
Richard Huntingford (Chair)
2017
Meredith Amdur
2020
Mark Brooker
2020
Rob Hattrell
2018
Ivana Kirkbride
2023
Kevin Li Ying
2025
Alan Newman
2018
Angela Seymour-Jackson
2021
The Company Secretary acts as secretary to the Committee. Details of individual Directors’
attendance at committee meetings can be found on page 79.
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 2025
• Planning for potential changes in Board
composition, considering that both the
Board Chair and the Chair of the Audit and
Risk Committee were nearing the end of
their respective nine-year tenures.
• Recruitment of a new CEO.
• 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 ELT’s development and
succession planning.
Priorities for 2026
• Supporting the new Board and Nomination
Committee Chair, the new SID and the new
Remuneration Committee Chair in their
transitions to their new roles.
• Support Kevin Li Ying to establish himself in
the CEO role.
• Reviewing the overall Board composition,
considering the need for the appropriate
blend of skills and expertise on the Board.
87
Corporate Governance
Annual Report and Accounts 2025
Gender
Ethnicity
CEO
Financial
Editorial/
Publishing
Content
Digital and
Technology
Advertising
and Brands
UK Governance
Remuneration
Richard Huntingford
M
W
Kevin Li Ying
M
M
Meredith Amdur
F
W
Mark Brooker
M
W
Ivana Kirkbride
F
M
Rob Hattrell
M
W
Alan Newman
M
W
Angela Seymour-Jackson
F
W
Sharjeel Suleman
M
M
white ethnic groups, from FY 2023.
As at 30 September 2025, we met the third of
these objectives, with three members of the
Board being from an ethnic minority background.
Regarding the first and second objectives, the
percentage of women on the Board is 33
percent. The Chair role of the Go.Compare
Board, while it is not one of the four named
senior roles on the Future plc Board, is a
significant one for Future, given it is a regulated
entity with significant responsibilities and
governance requirements, and that role
continues to be occupied by Angela Seymour-
Jackson.
As mentioned, Angela will also take
over the role of Remuneration Committee
Chair from February 2026.
Our Board D&I Policy also explains that all Board
appointments are made on merit, in the context
of the skills, experience, independence and
knowledge which the Board as a whole requires
to be effective and that periods of change in
Board composition may result in temporary
periods when this balance is not achieved.
Future has previously had a strong record of
Board gender diversity and the succession
process for the CEO role was approached with
diversity as an important consideration. The
candidate brief explicitly mentioned diversity
as an important consideration.
The reasons for Kevin’s selection were, as
already mentioned above, his deep knowledge
of the Group’s business, secondly, the fact that
he had been a key contributor to the successful
transformation of the Group, particularly
through leading the development of the
Group’s proprietary technology and
infrastructure and, thirdly, that he had
successfully transitioned from a functional
leadership role into a commercial role, as EVP
of B2C.
He was clearly the right candidate for
the role and, while his appointment has
strengthened the ethnic diversity
representation on the Board, it has not
strengthened the Board’s gender diversity.
We noted last year, after Sharjeel Suleman’s
appointment as CFO, that the Board had
rejected the idea of making additional, gender
diverse Board appointments, on the basis that
it would not be appropriate and would lead to
an oversized and unwieldy Board for the
Company’s size.
However, the Board remains fully committed to
meeting its own diversity targets.
As part of a
wider brief, the Nomination Committtee has
asked Spencer Stuart to consider and advise
the Committee on priorities for ongoing
refreshment of the Board over the next two to
three years, in order to ensure that it has the
skills, expertise and capabilities it needs to
support Future’s strategic direction and
continued evolution.
Diversity of the Board will
be a key consideration of this activity.
As a
consequence, we have updated our Board D&I
Policy to reflect the fact that we will aim to
achieve the first and second objectives of the
policy by the end of 2026.
Our principles for Board diversity also apply to
the ELT and senior management below this
level, with female representation of 16.7% at
ELT level and 33.7% at SLT level.
Numerical data on the sex or gender identity
and ethnic diversity of the Board, senior Board
positions (Chair, CEO, SID and CFO) and
executive management, in the format required
by the UK Listing Rules, are set out on page 28.
The Board D&I Policy mirrors that of our wider
Equality, Inclusion & Diversity Policy, which is
available on our website at www.futureplc.com.
Committee performance and effectiveness
The Nomination Committee’s performance
was evaluated as part of the internally
facilitated Board performance review, as
described on page 83. The review was
completed by all Committee members and no
issues arose.
Independence
During FY 2025, the Committee reviewed the
balance of skills, experience and
independence of the Board, including
consideration of Board members’ terms in
office and any potential conflicts of interest. It
concluded that each Non-Executive Director
remained independent. The Committee is
satisfied that the external commitments of
the Board’s Chair and members do not conflict
with their duties as Directors of the Company
and that they have sufficient time to fulfil their
Director responsibilities to Future, both in
normal circumstances and in exceptional
circumstances.
After the year-end, the Committee also
considered the Directors proposed for election
or re-election by shareholders at the AGM.
Following discussion of the skills, contribution
and external commitments of each Director,
and in conjunction with the Board performance
review conducted between July and September
2025, the Committee supports the proposed
re-election of all Directors standing for
re-election (or election) at the AGM in 2026. In
line with best practice, each Committee
member was excluded from approving the
proposal for their re-election (or election).
Richard Huntingford
Chair of the Nomination Committee
3 December 2025
Board skills matrix
1
M signifies male, F signifies female.
2
W signifies of white ethnicity. M signifies of minority ethnicity.
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Future plc
Corporate
Governance
Audit and risk committee
Dear Shareholder
On behalf of the Audit and Risk Committee, I
am pleased to present its report for the year
ended 30 September 2025.
I and the Committee members have continued
to work closely with the Executive Directors,
other members of management, with Deloitte
LLP (Deloitte), the external auditor, and with
RSM UK Risk Assurance Services LLP (RSM),
the Group’s provider of outsourced internal
audit, on the Committee’s core duties, which
remained unchanged. Our key actions
throughout the year are set out below and we
followed our usual cadence of activities to
ensure the effectiveness of our financial
reporting, risk management and internal
controls framework.
We continued our role of
challenging, advising and, when required,
making informed decisions.
A key area of focus has continued to be the
ongoing maturity of the Group’s internal
controls environment, taking into account the
enhanced reporting requirements introduced
by the 2024 UK Corporate Governance Code.
Although the 2024 Code will only apply to the
Group from the financial year beginning 1
October 2025 (FY 2026), with Provision 29
applying from the following year (FY 2027),
the Board and management have been
proactive in their readiness activities, which
the Committee has helped guide and which it
continues to monitor.
More information on
this can be found on page 90.
We have continued to review and scrutinise,
discuss and challenge the assumptions and
judgements made by management in the
preparation of published financial information,
to ensure that the Committee had clear
oversight of the evolving impact of the
Group’s strategy on the business and its
financial affairs, as well as emerging risks.
We received regular reporting on the
recommendations arising from our internal
audit programme and provided inputs to help
make those recommendations even more
robust.
We then monitored how the
recommendations were implemented by
the Group.
We also reviewed and provided feedback on
other aspects of the Group’s risk management
and internal controls framework, including: its
new Speak Up policy; a programme to ensure
clarity of responsibilities and accountabilities
among the management for understanding
and complying with all legal and regulatory
requirements in each of the business areas
that may be affected by any such
requirements; simplification of certain aspects
of the Group’s corporate structure.
Information regarding the Board’s stakeholder
engagement is set out on page 36, which also
indicates where the Committee took account
of the views of key stakeholders and
considered their interests in its discussions
and decision-making, as does page 41.
This year the Board undertook a review of the
performance of the Board and Board
Committees, including this Committee, and
you can read more about this on page 83.
I would like to thank all the colleagues involved
in the Group’s corporate and financial integrity,
controls, recording and reporting for their
contribution during 2025.
Alan Newman
Chair of the Audit and Risk Committee
3 December 2025
Alan Newman
Chair of the Audit and Risk Committee
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Corporate Governance
Annual Report and Accounts 2025
Membership and meetings
The Committee held four scheduled meetings
during the year and a number of ad hoc
meetings. Meeting cadence is linked to events
in the Company’s financial calendar and other
important events that arise throughout the
year, which fall for consideration by the
Committee under its remit.
Two of these meetings focused on reviewing
matters in conjunction with the half year and
full year reporting and included private
meetings with the Internal and External
Auditors. The other meetings focused on the
development of internal controls, the work of
the Internal Audit function, evaluation of
corporate and emerging risks, our ongoing
work on TCFD and ad hoc matters which arose
during the year.
In addition to the Committee members, all of
whom are Non-Executive Directors, the CFO,
Finance Director, Risk & Compliance Director,
Group Senior Risk Manager, the Internal
Auditor (RSM) and the External Auditor
(Deloitte) attended all or parts of these
meetings by invitation. The Chair of the Board
and Chief Executive Officer may also attend
meetings. The Company Secretary acts as
Secretary to the Committee. The Chair of the
Committee holds regular meetings with the
External and Internal Auditors, who have an
opportunity to discuss matters without
management being present, and also with the
CFO and other members of the Finance
function to address specific matters.
The Committee received sufficient, reliable and
timely information from management to enable
it to fulfil its responsibilities. The Board has
confirmed that it is satisfied that Committee
members possess an appropriate level of
independence and depth of financial and
commercial, including sectoral, expertise. For
the financial year ended 30 September 2025,
Alan Newman was the member of the
Committee determined by the Board as having
recent and relevant financial experience.
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
Members
Since
Alan Newman (Chair)
2018
Meredith Amdur
2020
Angela Seymour-Jackson
2021
The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual
Directors’ attendance can be found on page 79.
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.
• Ensure 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 Speak Up policy.
• Monitoring the Group’s compliance with the
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 Group’s performance, business
model and strategy.
Key actions from FY 2025
• 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.
• Reviewed 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.
• Approved dividend policy, share buyback
programme, new Speak Up policy and
annual insurance programme, for
recommendation to the Board.
• Annual review of the terms of reference of
the Committee.
Priorities for 2026
• Monitor legislative and regulatory changes
that may impact the Committee’s work and
responsibilities.
• Oversee the Group’s preparation for
meeting the requirements of the 2024 UK
Corporate Governance Code.
• 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.
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Future plc
Committee also reviewed the going concern
statement, set out on page 52 and confirmed
its satisfaction with the methodology, including
appropriateness of the sensitivity testing.
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 during the drafting process and
gave input to the planning process, as well as
having the opportunity to review the Annual
Report as a whole and discuss, prior to the
December 2025 Committee meeting, any
areas requiring additional clarity or better
balance in the messaging. In this respect the
Committee focused on:
• 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 119 to 178;
– the Group’s business model, as described on
page 13;
– the Group’s strategy, as described from page
11.
On the basis of this work, together with the
views expressed by the External Auditor, the
Committee recommended, and in turn the
Board confirmed, that it could make the
required statement that the Annual Report is
‘fair, balanced and understandable’.
The Committee also received regular updates
from the CFO on provisions made for litigation
and the Committee considered the
appropriateness of the methodology applied.
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, forecasts and the
previous year, with explanations obtained for all
significant variances. The CEO and CFO also
provided regular 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 new Speak Up policy, which is
underpinned by an independent, external
reporting tool as another means for the Group
to become aware of serious wrongdoing in the
organisation and to take quick action to
address it.
• The ongoing development of a formal
controls framework that defines the key
controls, the persons responsible and the
specific risk that each of these key controls is
designed to mitigate.
• The development of a formal RACI to identify
all areas across the business which have legal
and regulatory implications and explicitly
assign responsibilities and accountabilities
for each.
• 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 the design and
efficacy of the controls they monitor, tested
by a regular timetable of internal control
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 CFO and senior management to discuss
strategic, operational and financial issues.
As highlighted above, the 2024 Code will apply
to the Group from its financial year beginning 1
October 2025, other than Provision 29, which
will apply to its financial year beginning 1
October 2026. For FY 2025, the focus for the
Committee was on the approach and roadmap
to achieve compliance from FY 2026 and, for
Provision 29, from FY 2027. This initial phase of
work, on which management provided the
Committee with progress updates throughout
the year, included:
• The Internal Controls team was designated as
the responsible team to drive the Group’s
response and readiness activities and to
provide regular progress updates to the
Committee, under the leadership of the Group
Finance Director.
• A draft Group-wide risk and controls
framework was developed, using existing
sources of information including the internal
audit universe and findings, which was
compared against peers, validated with
management and then with the Internal
Auditor.
Corporate
Governance
91
Corporate Governance
Annual Report and Accounts 2025
• Ownership and responsibilities of the risk and
controls were clarified and an assurance
framework aligned to provide support and
evidence for the effectiveness of material
controls.
Over FY 2026, the Committee will receive
updates of testing against the framework to
provide assurance it can perform its
declaration of material control effectiveness in
FY 2027.
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 2025, RSM continued to act as Future’s
outsourced Internal Auditor. The annual
Internal Audit plan is approved by the
Committee and Internal Audit is an agenda
item at each Committee meeting. RSM
presents an update on audit activities, progress
of the audit plans and the outcomes of all
audits, with action plans to address any issues.
Reviews have been completed in FY 2025 on
areas including: IT Asset Management,
Compliance, Go.Compare Customer Journey,
Online Audience Diversification and Growth,
Digital Advertising Strategy, Data Governance
and Retention and Succession Planning.
The Committee has overseen the
establishment of plans to implement the
control improvements recommended by these
reviews. No significant failings in financial
reporting controls were identified.
The Internal Audit function is aligned with the
Internal Control function to ensure the timing
of each review type can be appropriately
considered, and discuss common themes and
concerns to ensure the appropriate
remediation or improvements can be made.
Looking forward to FY 2026, a risk assessment
has been completed to inform the FY 2026
Internal Audit plan, which the Committee is
confident will help further improve the
organisation’s control environment.
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.
The Committee has agreed the Group’s policy
on non-audit fees, and this was reviewed by the
Committee during the year ended 30
September 2025. The Committee also
regularly reviews the level of audit and
non-audit fees paid to Deloitte. The key
principles of the policy on non-audit services
are:
• 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’s policy
ensures 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 2025, the External Auditor provided
services in relation to the Group’s year end
results and non-audit services for the half year
reporting and bank covenant compliance, as
well as support with a comfort letter in relation
to the Group’s bond issuance. The External
Auditor has also confirmed to the Committee
that they did not provide any other non-audit
and additional services and that they have not
undertaken any work that could lead to their
objectivity and independence being
compromised. The non-audit services supplied
by the External Auditor can be found in note
4 of the financial statements. Deloitte do not
provide non-audit services to the Group, other
than licence to their technical accounting
database since 2024. The licence fee is de
minimis and represents less than 1% of the
70% FRC independence cap.
The lead partner is rotated every five years.
Mark Tolley was appointed as the lead audit
engagement partner in FY 2021 and he will
step down after the closure of the Group’s FY
2025 financial statements.
He has been
succeeded as lead audit engagement partner
by Nicola Barker.
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 2025, the
Committee assessed the performance and
effectiveness of the External Auditor, as well as
its independence and objectivity, on the basis
of meetings, the limited improvements of the
FRC Audit Quality Review in relation to the
2024 audit, which was published in July 2025,
and a questionnaire-based internal review
which was completed by the Committee
members and regular attendees to the
Committee. The summary of the results of the
questionnaire has been reviewed by the
Committee.
Deloitte has a policy of partner rotation, which
complies with regulatory standards. The
Area of focus
Reporting issue
Role of the Committee
Conclusion / Action taken
Exceptional items
Judgement is applied in determining
exceptional items credited or incurred in the
year. The Group defines an item as exceptional
where its nature, size or materiality is not
related to the core trading
of the Group
Review of the judgements made to
determine the classification of certain
one-off items
The Committee considered the
appropriateness of the judgements
made by the Board and Management
in determining the classification of
these items, including the impairment
of Mozo
The Committee satisfied itself that
exceptional items were classified
appropriately
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 financial statements:
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Future plc
Committee considered the transition plan for
the upcoming change in lead engagement
partner, as noted above.
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 2026 is being proposed
to shareholders at the Company’s AGM to be
held on 5 February 2026.
The Company has complied with the provisions
of the Statutory Audit Services for Large
Companies Market Investigation (Mandatory
Use of Competitive Tender Process and Audit
Committee Responsibilities) Order 2014
(Competition & Markets Authority Order) for
FY 2025 in respect to audit tendering and the
provision of non-audit services.
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, the CFO, the Group Finance
Director, Risk Manager, Head of Compliance
and the General Counsel and Company
Secretary. In addition, members attend relevant
seminars and conferences provided by external
bodies. The Committee also receives
tailored briefings from management and the
Group’s External Auditor from time to time.
The Terms of Reference of the Audit and Risk
Committee include all the matters required
under the 2018 Code and are reviewed
annually by the Committee. No changes were
considered necessary to the Terms of
Reference in FY 2025.
Assessment of the effectiveness of the
Committee
The Committee’s effectiveness in respect
of the year ended 30 September 2025 was
evaluated as part of the review described on
page 83. The key issues that were identified in
the previous year’s assessment were discussed
by the Committee to ensure these were
adequately addressed and the Chair provided
an update where appropriate.
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
diersity, equity and inclusion.
The Committee’s report was approved by a
Committee of the Board of Directors on 3
December 2025 and signed on its behalf by
Alan Newman
Chair of the Audit and Risk Committee
3 December 2025
Corporate
Governance
93
Corporate Governance
Annual Report and Accounts 2025
Annual General Meeting
The Company’s 2026 Annual General Meeting will
be held at 11.00 am on Thursday 5 February 2026
at Future’s London office at 121-141 Westbourne
Terrace, Paddington W2 6JR.
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 80 and 81
of this Annual Report. Particulars of their
emoluments and beneficial and non-beneficial
interests in shares are given in the Directors’
Remuneration Report on page 109.
The appointment and removal of Directors is
governed by the Company’s Articles of
Association, the 2018 Code and the Companies
Act 2006. The Directors may, from time to time,
appoint one or more Directors. In the interests of
good governance and in accordance with the
provisions of the 2018 Code, all Directors will
retire and submit themselves for election or
re-election at the forthcoming AGM.
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 95 of this
Annual Report. Information on compensation for
loss of office is contained in the Directors’
Remuneration Report on page 109 of this Annual
Report.
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 x to the financial statements. The Company
has one class of ordinary shares with a nominal
value of 15 pence each (Ordinary Shares), which
does not carry the right to receive a fixed
income. Each share carries the right to one vote
at general meetings of the Company. There are
no restrictions or agreements known to the
Company that may result in restrictions on share
transfers or voting rights in the Company.
There are no specific restrictions on the size of a
holding, on the transfer of shares, or on voting
rights, all of which are governed by the
provisions of the Articles of Association and
prevailing legislation. Shareholder authority for
the Company to allot Ordinary Shares up to an
aggregate nominal amount of £5,540,264.75
(or £11,080,529.50, if used for a rights issue)
was granted at the AGM held in February 2025.
FY 2025 saw the operation of 3 separate
on-market share buyback programmes, as
follows:
• In October 2024, the Company completed the
buyback programme announced in May 2024,
having reached the £45m limit set for that
programme.
• In December 2024, at the time of the FY 2024
results announcement, the Company
announced that it was
proposing to return up
to a further £55 million of cash to shareholders,
through a buyback programme which began in
January 2025.
That programme was
completed in July 2025, when the £55m limit
was reached.
• At the time of our HY 2025 results
announcement, we announced that, as soon as
the programme that began in January 2025
was completed, we would commence a further
£55m share buyback programme.
We
announced the start of that programme on 1
August 2025 and it is expected to conclude in
the coming days. The Board has approved a
further £30m buyback programme, which will
be announced on 4 December 2025.
These programmes were authorised by
shareholders as follows:
• At the AGM held in February 2024,
shareholders approved the purchase of a
maximum of 11,672,792 shares.
Of this
amount, 4,398,605 shares were purchased
under the share buyback programme which
began in October 2024 and 7,011,664 shares
were purchased under the programme which
began in January 2025.
• At the AGM held in February 2025,
shareholders authorised the purchase of a
maximum of 11,080,529 shares.
• We will also seek shareholders’ approval for a
new authority, starting from the end of the
February 2026 AGM, for the Directors to buy
back up to a maximum of 9,605,679 Ordinary
Shares, representing approximately 10% of the
Company’s issued share capital as at 3
December 2025.
The issued share capital of the Company as at
30 September 2025 was approximately £15
million, divided into 100,042,163 Ordinary
Shares.
Since 30 September 2025, no new shares have
been issued as a result of the exercise of share
options by the Company’s share option scheme
participants and the total issued share capital at
2 December 2025 was 96,056,790 Ordinary
Shares.
The Company’s Ordinary Shares are listed on
the London Stock Exchange. The register of
shareholders is held in the UK.
Political donations
No contributions were made to political parties
during the year (2024: £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 94 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
Directors’ report
Future plc is the holding company of the
Future group of companies (the Group)
94
Future plc
of care we expect for our own data. We hold our
partners to this same high standard. Future has
a comprehensive privacy programme in place to
ensure we meet our privacy obligations under
applicable laws. This programme incorporates
leading data protection principles and practices,
which are central to our approach to processing
personal data.
Our Data Protection Officer continually reviews,
develops and improves Future’s privacy
practices to ensure we uphold these principles
and that Future’s privacy operations are run in a
smooth and timely fashion. For example,
updating systems and processes to meet the
deletion and access rights of our customers and
employees, as they develop across all relevant
territories.
We ensure we meet the requirements
of emerging privacy laws and regulations across
the world, as well as keep up with rapid
advancements in technology and new business
initiatives.
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. We work with
industry trade bodies to ensure we are aligned
to the guiding principles of privacy by design and
implement technical solutions to protect user
privacy. As user privacy continues to evolve and
become more complex, we have the resources
and technology to adapt our digital offerings as
needed.
We have invested significantly in our proprietary
advertising technology stack, Hybrid, and our
customer data platform, Aperture. These
platforms are designed to obtain user consent
and process valuable audience data while
adhering to privacy regulations. This ensures
that our advertisers can effectively reach their
target customers across our leading digital
properties, with a strong commitment to data
privacy and user consent.
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. We are committed to acting
professionally, fairly and with integrity in all our
business dealings and relationships wherever
we operate and we are implementing and
enforcing effective systems to counter bribery
and corruption.
We have whistleblowing (‘Speak Up’) and
anti-bribery and corruption policies which are
reviewed regularly and published on our intranet.
The Speak Up policy is designed to encourage
employees to report, in good faith, matters such
as criminal activity, failure to comply with legal
obligations, fraud, danger to health and safety,
bribery and corruption, breaches of internal
policies and procedures and attempts to
conceal any of the above. Disclosures can be
made to an individual’s line manager, or to the
Head of Legal, Head of Compliance or General
Counsel. Individuals can also make disclosures
anonymously via a Speak Up web reporting
service managed by an independent external
organisation. During the period of this report, no
substantiated disclosures were made.
In addition, to ensure Future is adopting best
practice with anti-corruption legislation and to
promote transparency, a Review Kit, Trips and
Gifts Log is in place to track the whereabouts of
products sent to us for review and the
acceptance of gifts and trips by our employees.
We also have an Editorial Ethics Committee,
which oversees our compliance with our own
ethical and editorial standards.
Results and dividends
The results of the Group are shown on pages
119 to 178 and movements in reserves are set
out in note 25 to the financial statements.
The Board’s policy is that dividends should be
covered at least four times by adjusted diluted
earnings per share and free cashflow. The
Company’s Employee Benefit Trust (EBT) waives
its entitlement to any dividends. The Board is
recommending a final dividend for the year of
17p per share (FY 2024: 3.4p per share) payable
on 11 February 2026 to shareholders recorded
on the register at the close of business on 16
January 2026. The Ordinary Shares will become
ex-dividend on 15 January 2026.
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
Corporate
Governance
Shareholder
As at 30 September 2025*
As at
2 December 2025*
Nature of holding
Fidelity International Limited
10.04%
10.02%
Direct and Indirect
JP Morgan Asset Management
6.13%
6.13%
Direct and Indirect
BlackRock inc.
5.28%
5.28%
Direct and Indirect
Slater Investments
4.18%
4.26%
Direct
Capital Group
3.67%
3.55%
Direct
Sir Peter Wood
3.71%
2.94%
Direct
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:
*% 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.
95
Corporate Governance
Annual Report and Accounts 2025
effect, alter or terminate upon a change of
control of the Company. In common with many
other companies, the Group’s
bank facility is
terminable upon change of control of the
Company. In common with market practice,
awards under certain of the Group’s long-term
incentive plans (details of which are set out in
the Directors’ Remuneration Report on page 96)
will vest or potentially be exchangeable into
awards over a purchaser’s share capital upon
change of control of the Company. There are
also change of control provisions in Kevin Li
Ying’s and Sharjeel Suleman’s respective service
agreements, exercisable within three months of
a change of control by the Company or on one
month’s notice by the executive, to expire no
later than three months from the date of the
change of control.
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
3 December 2025
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
9
Likely future developments in the business
8
Information on financial instruments
158
Internal control and risk management systems
in relation to the process for preparing
90
Employment of disabled persons
28
Employee involvement
30
Stakeholder engagement
36
Diversity policy
28, 75
Energy and carbon disclos res
23, 54
With the exception of capitalised website development
costs, the Group has not undertaken any material research
and development costs (FY 2024: £nil).
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable
law and regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the Directors
have prepared the Group financial
statements in accordance with 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 3 December
2025 and is signed on its behalf by:
Kevin Li Ying
Chief Executive Officer
3 December 2025
Statement of Directors’
responsibilities
96
Future plc
On behalf of my colleagues on the
Remuneration Committee, I am pleased to
present the Directors’ Remuneration Report
for the year ended 30 September 2025. This
report covers my fourth - and final - year as
Remuneration Committee Chair.
Key focus
areas for the Committee this year have been
the remuneration arrangements for our new
CEO, Kevin Li Ying, who stepped into that role
and joined the Board on 31 March 2025, as
well as the leaver terms for the outgoing CEO,
Jon Steinberg.
We have also undertaken an
extensive consultation exercise with our
largest shareholders in relation to the Group’s
Remuneration Policy.
I provide further details
of these initiatives in this report.
Our report sets out the principles and policy
we have applied to remuneration for our
Directors in FY 2025, as well as the principles
and policy we propose to apply from FY 2026
under the new Remuneration Policy.
In both
cases we aim to demonstrate how our
approach and policy align with our strategy,
support the attraction and retention of key
talent, motivate our Directors to achieve
strong performance and reward them
appropriately and transparently for doing so.
Remuneration in FY 2025
Appointment of new CEO
We were delighted that Kevin Li Ying was
appointed as the Group’s new Chief Executive
Officer in March, following the departure of
Jon Steinberg.
We disclosed details of Kevin’s remuneration
package on the Company’s website at the
time of his appointment and noted that full
details would be provided in this Annual
Report.
The package is fully aligned to our
Remuneration Policy.
Details of Kevin’s remuneration, and of the
treatment of Jon’s remuneration on his leaving
Future, are included later in the report. In both
cases, the Committee took advice from its
appointed external remuneration consultants,
Ellason. To assist shareholders in
understanding the Committee’s decision-
making, below are the key parameters of
Kevin’s remuneration package and the
rationale for them:
Base Salary:
Kevin’s base salary was set at an
initial level of £575,000 per annum, which is
approximately 20% below the level of his
predecessor (£730,000) and c. 10% below
current market levels for this role at FTSE 250
companies of comparable scale to Future,
according to our benchmarking (£640,000).
Noting that this is his first FTSE Board-level
executive role, the Committee determined that
setting Kevin’s base salary at an initial discount
to both his predecessor and market would be
appropriate. The former CEO was also paid a
premium to UK benchmarks reflecting his
recruitment from the US market.
The approach
the Committee took to benchmarking is
explained in the sidebar below.
As set out at the time of his appointment, the
Committee intends to keep Kevin’s base
salary under review and, as warranted by his
continued performance and development in
role, to award Kevin increases above inflation
(and therefore, as necessary, above the
average increase of the wider workforce) over
the 2025, 2026 and 2027 pay review cycles.
Kevin’s salary was first eligible for review with
effect from 1 December 2025 and then
annually thereafter. Since he has only been in
the CEO role for 8 months (rather than a full
year), the Committee decided to increase his
salary by 2.5%, at or below the increase to be
awarded to the wider workforce. The
Committee believes that Kevin has made an
excellent start to his tenure as CEO but felt it
was too early to make significant changes to his
salary.
The Committee is also conscious that, as
I have explained above, his base salary is below
the relevant market levels.
The Committee will
keep Kevin’s salary under review and, as
required, bring it into line with an appropriate
market positioning over the next two pay review
cycles (in 2026 and 2027)
.
The other key areas of Kevin’s remuneration,
which are all in line with Future’s Remuneration
Policy and unchanged from the remuneration
of the outgoing CEO, are:
Annual bonus:
Kevin’s maximum bonus
opportunity as CEO was set at 200% of
base salary.
Together with the salary agreed on his
appointment, this delivers an appropriately
competitive bonus opportunity, in the context
of his first Board-level appointment, that
strikes the correct balance between fixed pay
and short-term variable pay, and provides a
strong link to Future’s annual performance
against its financial and strategic KPIs.
For FY 2025, Kevin’s bonus eligibility was
pro-rated to reflect the period served in the
CEO role.
Kevin was also eligible for an annual
bonus for the period to 31 March in respect of
his former below-Board role of Executive Vice
President of Future’s B2C division.
LTIP awards:
Kevin’s LTIP opportunity has
been set at the same level as his predecessor’s,
being a maximum of 200% of base salary. For
FY 2025, Kevin received a top-up award worth
50% of his base salary on his appointment, to
reflect his increased responsibilities for the
second half of the financial year. This award
was granted after the HY results
announcement in May 2025, with the same
performance targets as disclosed in last year’s
Annual Report and Accounts.
This opportunity ensures a competitive total
package and, through this long-term variable
component, close alignment of Kevin’s
interests with those of shareholders.
Details of the other elements of Kevin’s annual
package are set out on page 101.
Leaver arrangements for former CEO
In FY 2025 the Committee also determined
the leaver arrangements for our former CEO,
Jon Steinberg. As it was Jon’s decision to leave
Future, the Committee resolved not to confer
“good leaver” status, in line with our
Remuneration Policy.
As such, Jon was not
entitled to any payment under the annual
bonus scheme for FY 2025 and all his
unvested awards under the PSP lapsed in full.
As was disclosed under section 430(2B) of the
Companies Act 2006 at the time Jon stepped
down from the Board, he remained an
employee of the Company, in the role of
Corporate
Governance
Directors’ remuneration report
Approach to benchmarking
The Committee uses benchmarking as one of
its inputs to validate the appropriateness of
pay proposals. Base pay and incentive award
opportunities were compared to pay
practices at other FTSE 250 companies
(excluding financial services) of comparable
scale and complexity to Future, as indicated
by factors such as market cap, revenue,
profitability and employee numbers. Pay data
is adjusted to reflect Future’s relative size.
Mark Brooker
Chair of the Remuneration
Committee
97
Directors’ remuneration report
Annual Report and Accounts 2025
Senior Adviser, until 30 June 2025, when his
employment ended. He continued to receive
his base salary and contractual benefits until
that date. Further details of the leaver
arrangements are included in the report on
page 109.
Remuneration Policy
With the current Remuneration Policy coming
up to the third anniversary of its approval by
shareholders, the Committee spent time
during FY 2025 reviewing the overall
framework to ensure it remains appropriate
for Future and can continue to support the
delivery of the Group’s strategy over the
coming years.
Since the current Policy was approved by
shareholders, the Company has seen significant
change, including an evolution of strategy and a
period of leadership transition, most recently
with the appointments of Kevin Li Ying as CEO
from 31 March 2025 and Sharjeel Suleman as
CFO from 16 September 2024. These have
implications for remuneration policy design as
described below.
Business context for Policy design
The changes to the Policy now being
proposed by the Committee were informed by
the continued volatility in the external markets
in which the Company operates, as was
highlighted in the Company’s half-year results
announcement in May and in the September
investor webinar.
For example, Future saw a
marked difference in performance between
October and January (when the Company
demonstrated organic growth), and March
(when uncertainty related to tariff
announcements by the United States
government resulted in reduced advertising
spend and revenue decline for Future).
This
uncertainty continued to have a dampening
effect through the year, albeit to a lesser
degree.
Kevin also talked in the investor
webinar in September about the bigger
thematic challenges and opportunities facing
the Company and the wider sector that need
to be addressed over the next five years.
Most
notable is the change in the way consumers
find content online with the rise of AI-led
search (such as ChatGPT or Google AI
Overviews).
Future’s strategy remains the same, as set out
on page 11. However the eco-system in which
we operate is changing and we need to adapt
to that change.
The channels by which Future
attracts and reaches its audience are shifting
from traditional Google, where our focus has
been on how to push audiences to our
platform, toward AI-generated answers, social
media and other platforms such as news-type
channels (for example, Google Discover and
Apple News), where we will focus more on
pulling audiences to our platforms.
The
methods of monetising the audience are also
evolving and diversifying.
The Board is confident that Future has the
right brands, assets and capabilities to be
successful in this ever-changing landscape.
In
the last few months we have launched a series
of initiatives, with encouraging early
performance.
What is clear is that the
Company will need to go through a period of
reinvention, building on its strengths to be
able to continue as a leader in its space,
evolving the inherent value of our platform
and proposition to unlock long-term value for
our shareholders.
I set out this background in the letter to
shareholders that initiated the consultation, as
it is important context to the proposals we
made regarding executive reward in the next
Members
Since
Mark Brooker (Chair since 1 October 2021)
2020
Rob Hattrell
2018
Angela Seymour-Jackson
2021
Details of individual Directors’ attendance can be found on page 79.
Other directors and executives, including
the Board Chair, the CEO, CFO and COO
may be invited to attend Remuneration
Committee meetings, or parts thereof,
where appropriate. The Company Secretary
acts as secretary to the Committee. No
individuals are involved in decisions related
to their own remuneration.
This Directors’ Remuneration Report sets
out how the Group compensates its
Directors (both Executive and Non-
Executive), the decisions made on their pay
in FY 2025 and the amounts they received
in relation to the financial year ended 30
September 2025.
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
• Consulting on, 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 2025
• Designing an appropriate remuneration
arrangement for the new CEO, as well as
appropriate leaver arrangements for the
outgoing CEO
• Consulting with shareholders on the
Directors’ Remuneration Policy 2026-2028
• Ensuring correct implementation of the
Remuneration Policy for 2023-2025 in line
with the business strategy and culture
• Keeping under review the remuneration
arrangements across the Group, including
in response to the outcome of the AGM
held in February 2025
• Continuing to monitor remuneration
practices across the Group and keeping
abreast of developments and best
practices in the wider market
• Continuing to monitor the effectiveness of
ESG targets in executive incentives at
supporting
delivery of our strategy in this
important area
• Supporting the Board succession planning
process, details of which are set out on
page 85.
Key priorities in FY 2026
• Monitor the implementation of the
Directors’ Remuneration Policy 2026-2028
• Facilitate the change in the Remuneration
Committee Chair role, from February
2026, as detailed on page 85, and support
the transition in Committee Chair
• Continue to support work being
completed within the Group to strengthen
remuneration transparency and
effectiveness across the wider workforce.
98
Future plc
Policy cycle and the shareholders we
consulted indicated that it would be important
to clearly explain the rationale for all the
proposals for the benefit of all shareholders.
In summary, our proposals are as follows:
• To present existing opportunity limits (to
which no change is proposed) in terms of a
‘target’ opportunity, with the ability for
Executive Directors to earn up to two-times
the target opportunity for any performance-
based incentives on achieving stretch
targets.
This proposal is presentational
only; and
• Within existing limits, introduce flexibility to
grant time-vesting share (‘RSU’) awards
alongside performance-based (‘PSU’) awards
each year. The aggregate on-target
opportunity will be set to be up to 100% of
salary, of which up to 50% of salary can be
delivered as RSU awards.
The rationale for the proposals, the feedback
received from shareholders and the
Committee’s responses are set out on
page 100.
Development of the proposals and
consultation process
The Committee discussed the current Policy
over a series of meetings throughout 2024
and early 2025, reflecting on how the next
iteration may need to evolve to reflect the
strategic priorities of the business, the cyclical
nature of the sector, evolving market trends
and investor guidance. Input was sought from
the Executive Directors at various stages of
the process, while ensuring that conflicts of
interest were suitably mitigated. An external
perspective was provided by Ellason, the
Committee’s independent adviser. The
evolving proposals were also assessed against
our core remuneration principles of clarity,
simplicity, risk, predictability, proportionality
and alignment to culture.
The consultation with shareholders was, of
course, a critical part of the process.
Below
we describe how the consultation was
conducted, including the number of
shareholders that were consulted. On page
100, for each of the proposals that the
Committee put to shareholders, we highlight
the main feedback received and how the
Company has responded, with the resulting
outcomes. We trust that this will allow all
shareholders to understand how the
Committee’s proposals have evolved.
We wrote to over 20 of our largest
shareholders as part of the consultation and
invited each of them to provide feedback on
the proposals.
As Chair of the Committee, I
offered to discuss the proposals or to provide
any further information that shareholders
required, and any other aspect of remuneration
at Future, either by meeting, by phone or by
correspondence.
We ultimately received feedback from 15
shareholders representing approximately
46% of the issued share capital. Seven
shareholders took me up on the offer of a call,
while others provided written comments and
requested additional information, to which I
also responded. The feedback was extremely
helpful in informing the final Policy proposals
and, on behalf of the Committee, I would like
to thank shareholders for their engagement
and constructive input. I also discussed the
Policy with several proxy agencies - Glass
Lewis, ISS and IVIS - once shareholders had
been engaged and the Committee had
determined its final proposals.
The details of the proposed Policy are set out
from page 112 in this Annual Report and we
hope that shareholders will vote in favour of it
at the AGM.
In addition to the new Remuneration Policy,
the Committee is also making the following
proposals to shareholders at the AGM:
• To seek shareholder approval for an
amendment to the dilution limits contained in
the Performance Share Plan (the “PSP”).
The
PSP rules limit the degree to which awards
made under the PSP may dilute the
Company’s share capital and the Company
wishes to amend these limits with the effect
that: (i) the 10% dilution limit will be
calculated by reference to the actual dilution
impact (rather than the current calculation
methodology which includes potential
hypothetical dilution); and (ii) the 5% dilution
limit for discretionary share plans will be
removed. These amendments are in line with
updated investor guidelines.
• To seek shareholder approval to explicitly
recognise, in the PSP rules, the fact that
awards may not be subject to performance
conditions, other than continued
employment with the Company. This ensures
alignment with the proposal to move part of
the Executive Directors’ share-based awards
to comprise a conditional award of shares
with time-based vesting only (and no other
performance conditions except a
discretionary underpin).
Further details of these implementation
decisions are provided in the Notice of AGM
that accompanies this Annual Report.
We are also proposing a minor change to
Policy, to align the change of control provisions
with the current contractual notice periods
contained in the employment contracts of
Executive Directors (i.e., an increase from 6 to
12 months).
The Board values the feedback and insights
from all our stakeholders and we remain
committed to engaging proactively with
shareholders and advisory bodies on
remuneration matters.
Variable pay outcomes in FY 2025
The Company achieved Adjusted Operating
Profit of £208.9m on a constant currency
basis, warranting 0% payout of this element of
the bonus (90% of the opportunity). The
Company’s Employee Engagement score was
74.4%, a 0.9 point increase over FY 2024,
resulting in a 45% payout of this element (or
4.5%, with the 10% weighting applied). The
overall bonus outcome warranted for FY 2025
performance was therefore 4.5% of maximum.
However, in light of the all-employee profit pool
scheme paying a zero bonus to colleagues for
FY 2025, both Executive Directors have
decided to waive their entitlement to an annual
bonus as calculated above. The Committee
believes this demonstrates strong leadership
from both Kevin and Sharjeel and their desire
to remain aligned with colleagues throughout
the Company.
As noted in the section 430(2B) Companies
Act 2006 statement, which the Company
published on its website at the time Jon
Steinberg stepped down from the Board, and
earlier in this letter, Jon forfeited any
entitlement to an annual bonus in respect of
FY 2025.
The Committee is satisfied that overall pay
outcomes in respect of FY 2025 are
appropriate and reflect Future’s performance
during the year and the experience of all key
stakeholder groups. The annual bonus
outcome for the year reflects a year of
challenge but one in which improvements
have been seen in Employee Engagement,
reflecting a multi-year programme to address
certain key issues for colleagues. Kevin Li Ying
holds legacy PSP awards in respect of his
former role (see page 105). The PSU element
of his December 2023 award, subject to
performance to 30 September 2025, will
lapse in full. The RSU element will vest on the
normal vesting date. Sharjeel Suleman’s first
PSU award will vest subject to performance to
30 September 2027.
Use of discretion during FY 2025
The Committee did not exercise discretion in
respect of remuneration outcomes during
the year.
Corporate
Governance
99
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Annual Report and Accounts 2025
Remuneration Policy implementation in
FY 2026
A summary of the approach to
implementation of the Remuneration Policy
outside the topics covered above is as follows:
• As noted above, the Committee approved a
2.5% increase in the base salaries of the CEO
(to £589,375) and CFO (to £430,500),
effective from 1 December 2025. This is at or
below the average increase that will be applied
to the wider workforce, as detailed on page
102.
• The pension allowance for both Executive
Directors continues to be 5% of base salary,
which is aligned with the workforce in the UK,
where both directors are based.
• The target annual bonus opportunity for the
CEO will remain unchanged at 100% of
salary.
For the CFO, the target annual bonus
opportunity will increase from 75% to 85%
of base salary, reflecting his very strong
performance since appointment and his
significant and valued contribution to the
business.
Both Executive Directors have the
opportunity to earn up to two-times these
target levels for stretching performance. Any
bonus payable in respect of FY 2026 will be
delivered 50% in cash and 50% in Future
shares, deferred for two years.
• Subject to shareholder approval of the new
Policy, long-term incentive awards for
Executive Directors will be granted using a
combination of PSU awards and RSU awards.
Target award levels under each vehicle will be
50% of salary for the CEO and 41.75%
of
salary for the CFO, with the opportunity for
the PSU awards to vest up to two-times
these levels for stretching performance.
The
relevant performance measures are set out
on page 106.
Wider workforce pay
The Committee recognises that the cost of living
and spend on everyday costs continues to be a
real concern for a number of our colleagues.
The
annual inflation rate in the UK, where the majority
of our employees are based, was 3.6% in
October 2025.
In the US, where we also have a
significant employee population, the most recent
October 2025 data shows a 3% year over year
inflation rate. In FY 2024, we moved from a flat
rate of salary increase by country, which was tied
to the inflation rates of each location, to a
performance-based review process, with pay
rises aligned to performance scores. This allows
us to reward individual performance against our
goals and values more consistently and
transparently than in previous years. We plan to
continue this model for FY 2026, with pay rises
of between 1% and 4.5%, dependent on
performance (being an average workforce pay
increase of 2.5%),
effective from 1 January
2026.
As noted on page 37, we are undertaking a
number of initiatives to ensure better
transparency and consistency in approach to
remuneration for the wider workforce and to
support colleague development. These include
a company-wide roll out of our updated
levelling structure. This structure, along with
the employee and manager tools that support
it, will improve our ability to support career
development and performance management.
This project also ensures that we are both
externally competitive and internally consistent
in our remuneration practices, from our
earliest-in-career colleagues through to our
Executive Leadership.
As regards engagement with the wider
workforce about executive pay decisions, the
Committee considers pay and employment
conditions elsewhere in the Group when
determining pay for Executive Directors. The
Committee and the full Board is made aware of,
and consulted on, the Company’s Human
Resources strategy and takes seriously its
obligation to have a broad oversight on the
operation of fair pay policies elsewhere in the
Group. This forms an important input to the
Committee’s consideration and determination
of Executive Director remuneration, including
base salary increases.
The Board recognises the value of listening to
colleagues’ views and perspectives on a range
of business matters and adopts multiple
channels to do so. In September 2024, the
Board appointed Ivana Kirkbride as Future’s
Designated NED for workforce engagement. In
this role, Ivana meets regularly with colleagues
and is responsible for bringing their views and
perspectives into the boardroom. We also
engage with colleagues through a regular
schedule of Town Hall meetings (which we call
‘The Exchange’), on a range of subjects
including reward philosophy and remuneration
policy. Colleagues are invited to ask relevant
questions in this forum and are also able to
submit queries outside of the formal meeting
structure. Any feedback on reward matters is
relayed to the Remuneration Committee and
taken into account – along with the feedback
from engagement with our shareholders – in its
decision-making. In addition, employees are
encouraged to become shareholders through
the Company’s all employee share plans; once
an employee becomes a shareholder, he or she
can vote on resolutions in respect of Directors’
remuneration as well as any other resolutions
put before the AGM.
Outcome of Annual General Meeting in 2025
The Board was very pleased that a large
majority of our shareholders (97.5%) voted to
approve the Directors’ Remuneration Report at
the AGM in February 2025.
As I mentioned earlier in this report, the new
Directors’ Remuneration Policy consultation
provided an opportunity for us to engage once
again with shareholders on remuneration
matters.
I hope it demonstrated that, as a
Committee, we are committed to making
responsible and measured decisions around
pay. The robustness of that process gives me
confidence that we have achieved a balanced
policy, within the context of the ongoing
debate around the competitiveness of UK pay,
which aligns with our strategy and
appropriately motivates our Directors.
Conclusion
I hope this report provides clear and
transparent disclosure, including of the wider
context that has informed our decisions.
We look forward to receiving your support for
the Annual Report on Directors’ Remuneration
and the Directors’ Remuneration Policy, at our
AGM on 5 February 2026.
Finally, as you will read in the Nomination
Committee report on page 85, I will be handing
over the Committee Chair responsibility to my
fellow Non-Executive Director, Angela Seymour-
Jackson, from February 2026.
I would like to
express my thanks to my fellow Committee
members for their support and contribution over
the four years I have chaired the Committee.
I am
also extremely grateful to our shareholders and
to the proxy agencies who have continued to
provide constructive feedback.
Mark Brooker
Chair of the Remuneration Committee
3 December 2025
This report has been prepared in accordance with the
provisions of the Companies Act 2006, and Schedule 8
of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as
amended). It also meets the requirements of the UK
Listing Authority’s Listing Rules and the Disclosure and
Transparency Rules. In accordance with the Regulations,
the following sections of the Remuneration Report are
subject to audit:
• The single total figure of remuneration for Directors
and accompanying notes (page 103)
• Directors’ interests in share schemes (page 110)
• Payments to past Directors (page 109)
• The statement of Directors’ shareholdings and share
interests (page 109).
The remaining sections of the Report are not subject
to audit.
100
Future plc
Consultation on 2026 Directors’ Remuneration Policy
Set out below, for shareholders’ information, is a summary of the key Policy proposals on which we originally engaged shareholders and
our rationale for putting these forward. We have also summarised the feedback we received through the consultation process, and the
Committee’s response to this, to provide further clarity to all shareholders around how this process informed the Committee’s decision-
making when finalising its proposals
Hybrid equity awards
The Committee considers that granting time-vesting RSU awards alongside the performance-based PSU awards provides management with
the confidence to invest in the strategic changes required to allow Future to remain a leading digital media player over the coming years, without
abandoning the results-driven culture which has made the Group successful.
As noted in this report, Future operates in particularly cyclical sectors, and this is reflected in the binary (i.e. either 0% or 100%) vesting outcomes
under our long-term incentives over the last ten years. This dynamic is reducing the effectiveness of long-term equity awards as motivational
and retention tools in an increasingly competitive talent market. The Committee has sought to address this issue in recent years through the
diversification of metrics as well as setting targets to reflect a broader range of relevant reference points. However, volatility in Future’s key
markets means that it currently remains challenging to set robust targets at the time of grant which we can be confident will remain stretching and
motivational over the 3-year performance period. As we look forward, we see this issue becoming more acute due to the significant changes that
AI-led search is bringing to the way the Group will need to operate.
For senior executives below Board-level, we pivoted from entirely performance-based awards to a combination of performance- and time-vesting
awards in 2023, to address concerns about the retentive power of PSU awards and recognising the tendency for US-based competitors (a key
talent market at certain levels of our organisation) to offer a similar ’hybrid’ model.
Extending this approach to Executive Directors provides
greater alignment in our approach to long-term incentivisation across the Group, whilst retaining a meaningful proportion in performance-based
awards supports a continued focus on long-term strategic delivery.
During the consultation, shareholders expressed broad support for the Committee’s proposal to introduce hybrid awards, acknowledging the
aforementioned rationale and no increase to the overall quantum of long-term incentive opportunity on a PSU-equivalent basis.
Accordingly, the
Committee did not amend the original proposals that are now reflected in the Policy.
Presenting short- and long-term incentive opportunities in terms of a ‘target’ opportunity
In a minor change, the Committee is proposing to express short- and long-term incentive opportunities in terms of a ‘target’ opportunity
(as opposed to a ‘maximum’ opportunity), with the ability for Executive Directors to earn up to two-times the target opportunity under any
performance-based incentives if stretching targets are achieved. This proposal is presentational only. It has no impact on award quantum. It allows
for consistency of messaging throughout the Group – and in particular to provide alignment with US colleagues for whom we have already aligned
our communication internally with the market-standard approach in that geography.
Noting positive feedback on the change during consultation,
the Committee did not amend its original proposals.
Mandatory annual bonus deferral requirement
The Committee consulted with major shareholders on removing the mandatory annual bonus deferral requirement in cases where an Executive
Director had met their shareholding requirement at the time of payment.
This proposal received mixed feedback from shareholders. Therefore,
the Committee has resolved not to take this proposal forward at this stage.
50% of any bonus earned will continue to deferred for the duration of
the new Policy term, irrespective of an Executive Director’s shareholding in Future.
101
Directors’ remuneration report
Annual Report and Accounts 2025
Element of
remuneration
Application of the Remuneration Policy
FY 2025
FY 2026
Paid over the financial year
Base salary
See page 104 for more
details
CEO: £575,000
CFO: £420,000
CEO: £589,375 (+2.5%) from 1 December 2025
CFO: £430,500 (+2.5%) from 1 December 2025
Pensions and
benefits
See page 104 for more
details
CEO: 5% of salary
CFO: 5% of salary
CEO: 5% of salary
CFO: 5% of salary
No changes to other benefits
Paid in the year after the relevant financial year, with an element subject to mandatory deferral
Annual bonus
See page 104 for more
details
The performance measures for FY 2025 were 90% on Adjusted
Operating Profit and 10% on Employee Engagement.
The maximum opportunity for the CEO was 200% of salary.
The maximum opportunity for the CFO was 150% of salary.
No change to the overall structure.
The performance measures for FY 2026 will be 80% on Adjusted
EBITDA, 15% on Organic Digital Revenue growth and 5% on Employee
Engagement.
The target opportunity for the CEO will be 100% of salary.
The target opportunity for the CFO will be 85% of salary.
Executive Directors can earn up to two times the target opportunity at
maximum.
Vest at least three years after grant, with a post-vest holding period
Performance Share
Plan
See page 104 for more
details
PSU awards
CEO - Granted a top-up award on appointment as CEO of 50% of salary.
CFO - Granted an award of 167% of salary.
Vesting of awards based 40% on 3-year relative TSR, 30% on 3-year
Adjusted Diluted EPS growth and 30% on 3-year organic revenue growth.
RSU awards
n/a
PSU awards
CEO - Will be granted an award with a target opportunity of 50% of salary.
CFO - Will be granted an award with a target opportunity of 41.75% of
salary.
Vesting of awards based 40% on 3-year relative TSR and 60% on 3-year
Adjusted Diluted EPS growth.
Executive Directors can earn up to two times the target opportunity at
maximum.
RSU awards
CEO – Will be granted an award with a target opportunity of 50% of salary.
CFO - Will be granted an award with a target opportunity of 41.75% of
salary.
RSU awards will vest after three years subject to continued employment
and a discretionary underpin.
Shareholding
requirements
See page 104 for more
details
CEO: 200% of salary
CFO: 200% of salary
CEO: 200% of salary
CFO: 200% of salary
Remuneration at a glance
The main features of the Remuneration Policy as applied in FY 2025 are summarised in the table below. Details of payments made to the former
CEO, Jon Steinberg, who stepped down as an Executive Director on 30 March 2025, are set out on page 109. The table also includes details of how
the new Remuneration Policy is intended to apply in FY 2026:
102
Future plc
Eligibility
Element of remuneration
Details
Employees at
all levels
Base salary
Salaries are generally reviewed annually, taking into account Company and individual performance, experience
and responsibilities. Future is committed to ensuring UK pay for colleagues is above not only the national
minimum but at least at the wage set by the Living Wage Foundation. This was introduced in 2021 and continues
to be reviewed and updated annually.
Benefits
Employees across all levels of the business are eligible for a range of competitive, voluntary benefits. For all
employees, Future offers health benefits, a cycle to work scheme, unlimited holiday and enhanced maternity,
paternity and adoption leave.
Pension
Pension planning is an important part of Future’s reward strategy for all employees because it is consistent with
the long-term goals and horizons of the business, an approach it has been practising for a number of years. The
specific Company offering differs by jurisdiction.
All-employee share plans
UK and US employees are strongly encouraged to become shareholders through the Share Incentive Plan (SIP)
or Employee Stock Purchase Plan (ESPP) and those who become shareholders through participating are able to
express their views in the same way as other shareholders.
Performance-related
bonus - cash
All employees below Board level are eligible to participate in the profit pool, with outcomes based on Group
performance. Maximum opportunities vary by employee level and jurisdiction.
Executive Directors and
other senior leadership
Other long-term
incentives
Key members of the senior management population are eligible to participate in long-term incentive
arrangements. Incentives for senior management have an emphasis on share awards and performance metrics.
Executive
Directors only
Performance-related
bonus - Deferred Annual
Bonus Plan (DABS)
Currently only Executive Directors are required to defer a proportion of their performance-related bonus into
Future shares under the DABS, which supports shareholder alignment. As a result, Executive Directors are the
only participants in the plan.
Shareholding guidelines
All employees are strongly encouraged to become shareholders to allow them to share in the success of the
Company. However, currently only Executive Directors are subject to formal shareholding guidelines (both in-
post and post-exit).
Corporate
Governance
Remuneration across the Company
The Remuneration Committee is responsible for the remuneration of the Executive Directors and Board Chair and has oversight of senior
executive and all employee remuneration policies. This includes ensuring that the Committee is satisfied that all relevant regulatory requirements
have been complied with in connection with employees of Future’s regulated subsidiary.
In setting the remuneration of the Executive Directors and other senior executives, the Committee is mindful of the importance of an appropriate
relationship between the remuneration policies and practices for the Executive Directors, senior executives, managers and other colleagues
within the Group.
We set out on page 99 how the Company consults with the workforce in terms of executive remuneration.
Remuneration at all levels in Future is designed to support its remuneration principles, long-term business strategy and core purpose. It is also
designed to be consistent with and to support the Company’s core values. The structure of reward necessarily differs based on scope and
responsibility of role, level of seniority and location.
The table below illustrates how the core elements of Executive Director, Executive Leadership Team and wider Future leadership teams’ pay aligns
with the wider workforce:
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Directors’ remuneration report
Annual Report and Accounts 2025
Annual report on remuneration
The following section provides details of how the Directors’ Remuneration Policy
was applied for the year ended 30 September 2025 and how the Committee
intends to apply the proposed Policy in the year ending 30 September 2026
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 2025.
£’000
Year end 30
September
(A) Basic salary
or fees¹
(B) Taxable
benefits²
(C) Annual
bonus³
(D) PSP⁴
(E) Pension
benefit⁵
(F) Other⁶
TOTAL SINGLE
FIGURE
(A+B+E) Total
fixed
(C+D+F) Total
variable
Executive Directors
Kevin Li Ying⁷
2025
290
10
-
-
14
-
314
314
-
Sharjeel Suleman
2025
420
18
-
-
22
-
460
460
-
2024
18
1
182
-
1
385
587
20
567
Non-Executive Directors
Richard Huntingford
2025
220
-
-
-
-
-
220
220
-
2024
214
-
-
-
-
-
214
214
-
Meredith Amdur
2025
63
-
-
-
-
-
63
63
-
2024
61
-
-
-
-
-
61
61
-
Mark Brooker⁸
2025
85
-
-
-
-
-
85
85
-
2024
79
-
-
-
-
-
79
79
-
Rob Hattrell⁹
2025
79
-
-
-
-
-
79
79
-
2024
77
-
-
-
-
-
77
77
-
Ivana Kirkbride¹⁰
2025
82
-
-
-
-
-
82
82
-
2024
56
-
-
-
-
-
56
56
-
Alan Newman¹¹
2025
74
-
-
-
-
-
74
74
-
2024
72
-
-
-
-
-
72
72
-
Angela Seymour-Jackson¹²
2025
91
-
-
-
-
-
91
91
-
2024
88
-
-
-
-
-
88
88
-
Former Executive Directors
Jon Steinberg
13
2025
365
11
-
-
18
-
394
394
-
2024
725
97
475
-
36
-
1,333
858
475
Notes
1
Meredith Amdur is US-based. During FY 2025 Meredith received US$79,674 (FY 2024: US$80,050) as remuneration. Ivana Kirkbride is US-based for tax. During FY 2025 Ivana received US$103,747 (FY 2024:
US$71,623) as remuneration. In both cases, these amounts were based on the Sterling equivalent shown in the table above using the exchange rate of £1 = US$ 1.265 for the period.
2
Benefits for Executive Directors comprised principally car allowance, private health insurance and life assurance. There were no taxable expenses paid to any non-Executive Director in the year.
3
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 96, 97 and
104.
4
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 110 for further details). No PSP awards
vested during the year (2024 figure: zero) as no performance periods ended during FY 2025. Further details relating to the PSP are set out on page 112.
5
Payable as 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.
6
This amount relates to Sharjeel Suleman’s stock buyout award from ITV, details of which were described last year.
7
Kevin Li Ying was appointed as CEO on 31 March 2025. The figure above relates to his remuneration for the period in which he was acting as a Board director.
8
Senior Independent Director and Chair of the Remuneration Committee. Mark Brooker became Senior Independent Director on 1 February 2024.
9
Consumer Duty Champion, GoCompare.com Limited.
10 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.
11
Chair of the Audit and Risk Committee.
12
Independent Chair of the Group’s regulated subsidiary GoCompare.com Limited.
13 Jon Steinberg stepped down from the Board on 30 March 2025. The 2025 figures shown in the table above relate to the period 1 October 2024 to 30 March 2025. Details of Jon’s other
remuneration in connection with his cessation of employment are set out in the relevant section on page 104 and on page 109.
104
Future plc
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.
FY 2025
Further context and rationale for setting the level
of Kevin Li Ying’s salary as CEO, on his
appointment and in subsequent years, can be
found on page 96.
Jon Steinberg was an Executive
Director until 30 March 2025 and was Senior
Adviser until 30 June 2025, when his employment
with the Group ended.
He received an annual
salary of £730,000 until the termination of his
employment, as detailed on page 109. Sharjeel
Suleman’s salary remained £420,000.
FY 2026
Kevin’s salary was increased to £589,375 from 1
December 2025.
Sharjeel Suleman’s salary was
increased to £430,500 from 1 December 2025.
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 2025.
FY 2025
Employer’s pension contributions were payable to
the Executive Directors as a salary supplement, at
a rate of 5% of basic salary for Kevin Li Ying, from
31 March 2025, and for Sharjeel Suleman. This is
aligned with the majority of the Group’s UK
employees’ pension provision, following Provision
39 of the UK Corporate Governance Code, as set
out in the Remuneration Policy.
Jon Steinberg received a cash supplement in lieu
of pension contribution of 5% of salary, until his
departure on 30 June 2025.
FY 2026
Kevin Li Ying and Sharjeel Suleman will each
continue to receive a cash supplement in lieu of
pension contribution of 5% of basic salary.
Benefits
Benefits are provided at an appropriate level
taking into account market practice at similarly
sized companies and the level of benefits
provided for other employees in the Company.
Core benefits include car allowance, private
health insurance and life assurance. The
Executive Directors also have the opportunity
to participate in the Company’s SIP on the
same terms as other UK employees.
ANNUAL BONUS
The Company operates an annual bonus for the
Executive Directors. Target opportunities are
100% of salary for the CEO, and 85% of salary
(increased from 75% in FY 2025) for the CFO.
50% of any bonus earned by Executive
Directors is deferred in shares for two years.
FY 2025
For both Kevin Li Ying and Sharjeel Suleman, the
bonus opportunity was based 90% on AOP and
10% on an ESG metric related to Employee
Engagement.
For Kevin, this was applied pro
rata from the date of his appointment as CEO, so
from 31 March 2025.
As noted in the section 430(2B) Companies
Act 2006 statement, which the Company
published on its website at the time Jon
Steinberg stepped down from the Board, Jon
forfeited any entitlement to an annual bonus
in respect of FY 2025.
Full details of the target ranges set at the start of
the financial year are set out in the table on page
105 along with actual outcomes for each
measure and the resulting annual bonus payout.
As explained in the Chair’s letter, on page 75, in
light of the all-employee profit pool scheme
paying a zero bonus to colleagues for FY 2025,
both Executive Directors have decided to waive
their entitlement to an annual bonus.
FY 2026
The Group will continue to operate a profit pool
bonus for all employees. As described on page
105, the annual bonus for the Executive
Directors will operate on a similar basis to FY
2025, based on the target opportunity levels
stated above.
The FY 2026 annual bonus will be based 80%
on Adjusted EBITDA, 15% on Organic Digital
Revenue growth and 5% on Employee
Engagement. These changes to the scorecard
were discussed with major shareholders as part
of the Committee’s recent consultation. The
rationale for these changes is as follows:
• Replacing Adjusted Operating Profit with
Adjusted EBITDA aligns with a shift in our
external reporting to shareholders.
In practice,
given that Future has a capital-light business
model leading to a relatively low depreciation
and amortisation charge, the dynamics of the
two measures at Future are very similar.
• Organic Digital Revenue growth replaces Organic
Revenue growth in the PSU scorecard (further
details below).
Moving revenue to the annual
bonus better ensures we can set stretching but
realistic organic revenue targets. The focus on
revenues from our digital portfolio supports the
delivery of this key growth area and its
importance to the refreshed strategy.
• The lower weighting on Employee Engagement
reflects the good work done by the management
team on employee initiatives over the last few
years and the improvement in the outcomes for
this metric.
Nevertheless, the Committee
believes it sends an important signal to continue
to incentivise this metric; along with that of other
key stakeholders, the employee experience will
continue to form part of the Committee’s
overarching assessment of performance in
determining whether formulaic bonus outcomes
are warranted each year.
Context for
remuneration decisions
The context for the Committee’s decision-
making this year is set out in the
introductory letter on pages 96 to 99.
The purpose of our remuneration policy is
to deliver a remuneration package that:
•
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 112
•
Takes into account underlying business
performance and the wider stakeholder
experience
All our decisions as a Remuneration
Committee are framed by this context
Corporate
Governance
105
Directors’ remuneration report
Annual Report and Accounts 2025
Specific performance targets for the FY 2026
Annual Bonus are not disclosed due to their
commercial sensitivity, but will be disclosed
retrospectively in the FY 2026 Annual Report.
In accordance with the Directors’
Remuneration Policy, 50% of any bonus
earned will be deferred in Future shares for 2
years under the DABS.
FY 2025 Annual bonus targets
DABS Awards granted during the year to 30 September 2025
Awards granted to Executive Directors under the DABS in December 2024 in respect of the FY 2024 annual bonus are set out below.
Performance
measure
Threshold
Target
Max
Actual
%
weighting
% of maximum
achieved
Adjusted Operating Profit
1
£215.0m
£222.0m
£236.0m
£208.9m
90%
nil%
Employee Engagement target
74.0%
-
75.5%
74.4%
10%
Waived
Overall
nil%
Executive Director
Date of award
Face value
Number of shares granted
Vesting date
Sharjeel Suleman
18 December 2024
£91,178
(50% of bonus)
9,458
The first Dealing Day after the
announcement of the FY2026 results
Former Executive Director
Jon Steinberg
18 December 2024
£237,250
(50% of bonus)
24,610
The first Dealing Day after the
announcement of the FY2026 results
1
Constant currency basis, as explained on page 174.
FY 2026 Annual Bonus measure - Employee Engagement
We have chosen to retain Employee Engagement in the annual bonus assessment for a
further year, but with a reduced weighting. This recognises that the FY 2025 outcome under
this measure shows significant progress made over the past four years.
Whilst there
remains scope for further improvements in the score, with the commitment and
engagement of our people continuing to be a key driver of the success of our business, we
are pleased that the Company is now achieving levels in line with the expected benchmark.
Executive Director
Date of award
Shares granted
Market value
on date of award
Face value
(and % of salary)
End of
performance
period
Normal vest date
Hold period
Kevin Li Ying
21 May 2025
43,103
£6.67
£287,497
(50% of salary)
30 September 2027
21 May 2028
2 years post vesting
Sharjeel Suleman
12 December 2024
70,705
£9.92
£701,394
(167% of salary)
30 September 2027
12 December 2027
2 years post vesting
Jon Steinberg was not eligible to receive a PSP award for FY 2025, following his decision to step down from the Board and as CEO.
The performance measures for these awards are based 40% on relative TSR, 30% on Adjusted Diluted EPS growth and 30% on organic revenue growth
(see below for details). Any awards vesting will be subject to a mandatory 2-year holding period following the end of the 3-year performance period.
The number of shares awarded was based on the closing share price on the date preceding the grant date, of £9.64. Kevin Li Ying did not
participate as he was not a Director at the time.
LONG-TERM INCENTIVE PLANS
Performance Share Plan (PSP)
The PSP is now the only long term incentive plan applicable to the Executive Directors. Details of awards made under the Plan in FY 2025 and which are
proposed to be made in FY 2026 are summarised below:
FY 2025
Details of the PSP awards made to Kevin Li Ying and Sharjeel Suleman are set out below. The PSP award below, of 50% of base salary, was made to
Kevin Li Ying to reflect his increased responsibilities for the second half of the financial year, as explained on page 96.
Measure
Weight
Measurement Date
Target
Vesting Outcome
1
Relative TSR
2
40%
30 Sept 2027
Below Median
At Median
At Upper Quartile
0%
25%
100%
Adjusted Diluted EPS
30%
30 Sept 2027
Below 3% CAGR
At 3% CAGR
At 8% CAGR
0%
25%
100%
Organic Revenue Growth
(3 year average)
30%
30 Sept 2027
Below 1.5%
At 1.5%
At 5.0%
0%
25%
100%
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 FTSE 250 index excluding Investment Trusts.
106
Future plc
Long-term incentive awards to be granted in FY 2026
As noted on page 101, subject to approval of the proposed Policy, Kevin Li Ying’s and Sharjeel Suleman’s next PSU awards will be made for FY 2026
alongside awards of RSUs.
These PSU awards, with target opportunities of 50% and 41.75% for Kevin and Sharjeel respectively, will be made following the FY 2025 results
announcement in December 2025. In determining these award levels, the Committee was mindful of the prevailing share price compared to that at
which last year’s awards were granted. However, recognising that this is the first award to Kevin Li Ying as CEO, and the desire to align his and Sharjeel’s
interests with the wider executive team but also the execution of the strategy, the Committee resolved not to reduce the award opportunity at grant.
However, the Committee will assess for windfall gains at the time of vesting.
Maximum vesting of the PSU awards will be up to two times these target opportunities. PSU performance measures, weightings and targets for FY
2026 are set out in the table below and reflect a simplification compared to awards in previous years.
As noted earlier, the Organic Revenue growth
metric is now captured in the annual bonus scorecard. Its weighting in the PSU has been reassigned to Adjusted Diluted EPS, to incentivise and reward
long-term profitable growth from the delivery of the refreshed strategy.
No changes are proposed for the relative TSR metric, which the Committee
believes will continue to provide direct shareholder alignment and incentivise the creation of sustainable long-term value creation for shareholders.
Measure
Weight
Measurement Date
Target
Vesting Outcome¹
% of target opportunity
Relative TSR²
40%
30 Sep 2028
Below Median
0%
At Median
50%
At Upper Quartile
200%
Adjusted Diluted EPS
60%
30 Sep 2028
Below 3% CAGR
0%
at 3% CAGR
50%
at 4% CAGR
100%
at 5% CAGR
150%
at 8% CAGR
200%
Director¹
,
²
,
³
Basic salary/fee
Taxable
benefits
Bonus²
Executive Directors
FY 2025
FY 2024
FY 2023
FY 2022
FY 2021
FY 2025
FY 2024
FY 2023
FY 2022
FY 2021
FY 2025
FY 2024
FY 2023
FY 2022
FY 2021
Kevin Li Ying
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Sharjeel Suleman
0%
N/A
N/A
N/A
N/A
0%
N/A
N/A
N/A
N/A
-100%
N/A
N/A
N/A
N/A
Jon Steinberg
1%
4%
N/A
N/A
N/A
0%
0%
N/A
N/A
N/A
−100%
100%
N/A
N/A
N/A
Non-Executive Directors
Richard Huntingford
3%
3%
0%
2%
42%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Meredith Amdur
3%
4%
0%
4%
2%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Mark Brooker
7%
14%
0%
22%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Rob Hattrell
3%
4%
26%
4%
20%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Ivana Kirkbride
19%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Alan Newman
3%
4%
0%
3%
23%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Angela Seymour-Jackson
3%
4%
0%
29%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
All employees
3%
1%
8%
−2%
−6%
−61%
9%
15%
13%
−6%
-100%
100%
−99%
−35%
−28%
Notes:
1
Changes in Directors and roles during the FY 2025 financial year were as follows:
• Jon Steinberg stepped down from the Board on 30 March 2025.
• Kevin Li Ying was appointed to the Board with effect from 31 March 2025.
2
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.
3
Remuneration for any part year served has been annualised for comparison purposes.
RSU awards with face values of 50% and 41.75% of salary for Kevin Li Ying and Sharjeel Suleman respectively, will be made at the same time, to
facilitate scheme administration and align the interests of the Executive Directors with those of other colleagues who are eligible to receive RSU
awards. These RSUs will lapse if the resolution being put to the 2026 AGM to approve the Remuneration Policy is not passed by the requisite majority.
Otherwise, these awards will vest after three years subject to continued employment and a discretionary underpin based on the Committee’s
assessment of underlying financial and operational performance, as a safeguard against paying for failure.
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
2025. The all-employee data is based on the average earnings per employee in order to avoid distortions to the Group’s total wage bill because of the
movements in the number of employees. The comparator group used is all Future employees.
Notes
:
1
Straight Line vesting between the points shown.
2
The comparator group for the Relative TSR measurement will be the constituents of the FTSE 250 index excluding Investment Trusts.
Corporate
Governance
107
Directors’ remuneration report
Annual Report and Accounts 2025
The chart above shows the actual expenditure of the Group, and change between the current and previous years, on remuneration paid to all
employees, compared to the total operating costs for the Group, excluding exceptional costs and remuneration, investment in capital expenditure,
EBT share purchase and distributions to shareholders.
These are considered to be the areas of material outgoings for the Group relating to core performance. Figures are derived from the Group’s
consolidated financial statements. Distribution to shareholders figures in the chart relate to the dividends paid (or payable) for FY 2024 and FY 2025
being, respectively, (i) the 3.4p final dividend for FY 2024, paid in February 2025 and (ii) the 17p final dividend proposed for the FY 2025 financial year,
payable in February 2026. The FY 2025 dividend figure of £3.7m in the chart above is based on the issued share capital of approximately 100.0m
shares as at 30 September 2025.
This year we continued the methodology of calculating the ratios with Option A. The data represents the FTE equivalent of all 2,155 UK employees
as of 30 September 2025. The employee calculation includes all pay components that mirror the CEO single figure of remuneration. For FY 2025,
the CEO single fingure is based on the aggregate remuneration payable to Jon Steinberg and Kevin Li Ying in respect of their tenures as CEO
during the year. The data points are reflective of our Company structure and types of roles across the organisation and accordingly the Committee
believes the median pay ratio for FY 2025 is consistent with the pay, reward and progression policies for the Company’s UK employees taken as a
whole. The CEO pay ratio decreased this year relative to FY 2024. This was based on a combination of remuneration elements, primarily due to the
outcome of the FY 2025 profit pool relative to last year and a new CEO. We anticipate that in future years the ratio will increase with the outcomes
of short-term and long term incentive structures vesting.
A summary of the salaries and total single figures of remuneration for the relevant
individuals in FY 2025 is included in the table below:
Relative importance of spend on pay
The relative importance of spend on pay for the business is shown in the table below.
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 2025. This includes basic salary, benefits, pension contributions and the value
received from incentive plans
Financial Year
Calculation methodology
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
2025
Option A
22:1
17:1
12:1
2024
Option A
42:1
33:1
23:1
2023
Option A
29:1
22:1
15:1
2022
Option B
104:1
86:1
65:1
2021
Option B
311:1
240:1
184:1
2020
Option B
107:1
84:1
66:1
Pay level
CEO
Lower quartile (P25)
Median (P50)
Upper quartile (P75)
Salary
£651,863
£29,948
£38,696
£54,954
Single figure of remuneration
£705,064
£31,513
£41,364
£58,578
Group pay:
£201.4m
Group operating costs
excluding Group pay &
exceptional costs:
£440.2m
Group operating costs
excluding Group pay &
exceptional costs:
£395.1m (-10%)
0
200
400
600
800
2025
2024
Acquisition of own shares:
£95.8m (+52%)
Distributions to shareholders:
£3.7m (-3%)
Capital expenditure:
£16.2m (17%)
Acquisition of own shares: £63.1
m
Distributions to shareholders:
£3.8m
Capital expenditure:
£13.9m
Group pay:
£202.4m
(+0%)
108
Future plc
Fees effective from 1 January 2025
Fees effective from 1 January 2026
Base fees
Board Chair
£221,363
£226,897
Non-Executive Director
£63,308
£64,891
Additional fees
Senior Independent Director
£11,118
£11,396
Audit and Risk Committee Chair
£11,118
£11,396
Remuneration Committee Chair
£11,118
£11,396
Responsibility Committee Chair
£11,118
£11,396
Go.Compare.Com Limited Chair
£27,796
£28,491
Go.Compare.Com Consumer Champion INED fee
£16,678
£17,095
Designated NED for workforce engagement
£7,600
£7,790
Corporate
Governance
Fees for Non-Executive Directors and the Chair
Non-Executive Directors do not participate in any of the Company’s share incentive arrangements, nor do they receive any benefits. Fees are
reviewed annually, in line with the wider workforce, with the Board Chair’s fees set by the Committee, and those for the Non-Executive Directors
set by the Board as a whole. The increase to be applied to their fees, and to the fees of all the Non-Executive Directors, from 1 January 2026, will be
2.5%, which will be at or below the average salary increase for UK employees. The rates for the Chair’s and Non-Executive Directors’ fees are:
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 250 Index (excluding investment trusts). The FTSE All-Share Media Index was selected as it provides a comparison of
Future’s performance relative to the other companies in its sector, whilst the FTSE 250 Index is shown to reflect the Group having moved up to a
Commercial Companies Listing
1
and its inclusion in the FTSE 250 Index during 2019.
Total Shareholder Return
(Value of £100 invested on 30 September 2015)
1
On 29 July 2024, Future’s shares were mapped to the new “equity shares (commercial companies)” segment, in accordance with the FCA’s changes to the UK Listing Rules.
Zillah Byng-Thorne
Jon Steinberg¹
Kevin Li Ying
Year
FY 2016
FY 2017
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
FY 2023
FY 2024
FY 2025
FY 2025
CEO single figure of
remuneration £’000
£347
£5,425
£10,881
£5,678
£3,685
£8,390
£2,776
£324
£559
£1,333
£391
£314
Annual Bonus
(% of maximum)
0%
88%
100%
100%
100%
100%
88%
n/a
0%
33%
n/a
0%
1
PSP Vesting
(% of maximum)
0%
100%
100%
100%
100%
100%
100%
n/a
n/a
n/a
n/a
n/a
The table below shows the CEO’s single figure of remuneration and variable pay outcomes over the same period as the graph above.
£1,000
£2,000
£3,000
£4,000
Sep 15
Sep 16
Sep 17
Sep 18
Sep 19
Sep 20
Sep 21
Sep 22
Sep 23
Sep 24
Sep 25
£0
Investment (£)
Future plc
FTSE 250 Excluding Investment Trust Index
FTSE All-Share Media Index GBP
1
As described elsewhere in this Report, Kevin Li Ying waived his bonus for FY 2025.
109
Directors’ remuneration report
Annual Report and Accounts 2025
Payments for loss of office (audited)
Statement of Directors’ shareholding and share interests (audited)
The Company has a policy on share
ownership by Executive Directors 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 Kevin Li Ying, the period
commenced on 31 March 2025, the date upon
which he joined the Board. Other than the
interests in shares included elsewhere in this
report, Kevin currently holds 16,038 shares
which, at 30 September 2025, were worth
£107,615 (9.4% of shareholding requirement).
Former CEO
Jon Steinberg stepped down as CEO and from
the Board on 30 March 2025. Having served
notice to leave the Company on 17 October
2024, he was not deemed to be a ‘good
leaver’. He remained employed as Senior
Adviser to the Group until 30 June 2025.
His leaver arrangements were as follows:
•
He continued to be paid his basic salary and
contractual benefits until his termination
date of 30 June 2025. All contractual notice
payments ceased from that date. In addition
to that portion of these payments disclosed
in the single figure of remuneration table
on page 103 in relation to his tenure as CEO,
Jon received remuneration of £204,803.74
for the period 31 March to 30 June.
In respect of Sharjeel Suleman, the period
commenced on 16 September 2024, the date
upon which he joined the Board.
Sharjeel currently holds an interest in shares
representing 36.9% of his shareholding
requirement. This includes the buyout awards
of 36,465 shares (see page 110 for details)
which were awarded on 19 September 2024
and which, at 30 September 2025, were
worth £207,759 net of tax (24.7% of his
shareholding requirement). Also included is
the DABS award made in December 2024
which is worth £48,323 net of tax. As there
are no performance conditions associated
with these awards they count toward his
•
His FY 2025 bonus opportunity and
unvested PSU awards made to him in
May 2023 and December 2023, lapsed.
In line with the Policy, his unvested DABS
awards subsist and will vest in line with
the original deferral period, subject to
malus and clawback and to a 2-year post-
exit shareholding requirement. Jon has
no other unvested equity awards.
•
All other terms of his departure
remained in place, including all holding
periods and, as mentioned, his post-
employment shareholding requirement.
His non-compete, non-solicit and non-
poaching restrictions apply until 30
June 2026.
shareholding requirement on a net of tax
value basis. He also purchased 7,682 shares
on 22 May 2025 and which, at 30 September
2025, were worth £50,317 (6.0% of his
shareholding requirement).
The above valuations were based on the
higher of the prevailing closing mid-market
share price on 30 September 2025 and the
acquisition price, in accordance with the
Company’s policy on share ownership.
Between 30 September 2025 and the sign
off date of this report there have been no
changes in the Directors’ interests in shares.
Payments to past Directors (audited)
No other payments were made to Jon
Steinberg beyond those described
above and set out in the single figure of
remuneration table on page 103. There were
no other payments to past Directors during
FY 2025, although DABS awards made in
2022 vested to former Directors during
the year, on the normal vesting date and as
previously disclosed.
Directors in office at
30 September 2025¹
Balance as at 30
September 2024²
Purchases during
the year
Share scheme exercises
during the year
Sales during the year
Balance as at 30
September 2025³
Executive Directors
Kevin Li Ying
589
15,449
-
-
16,038
Sharjeel Suleman
-
7,682
-
-
7,682
Non-Executive Directors
Richard Huntingford
24,500
-
-
-
24,500
Meredith Amdur
385
-
-
-
385
Mark Brooker
1,500
-
-
-
1,500
Rob Hattrell
-
-
-
-
-
Alan Newman
8,750
-
-
-
8,750
Angela Seymour-Jackson
3,145
-
-
-
3,145
Ivana Kirkbride
-
-
-
-
-
Total
38,280
-
-
-
38,280
Notes
:
1.
All holdings are beneficial.
2. Or on appointment.
3. Details of the share options and awards for Executive Directors are set out on page 110. No such options or awards are granted to Non-Executive Directors.
4. As at the date of stepping down as a Director, on 30 March 2025, Jon Steinberg held a beneficial interest in 90,617 shares, and retained interests in 24,610 shares through his unvested 2024 DABS award.
110
Future plc
Corporate
Governance
Executive Director shareholdings
200%
Kevin Li Ying
200%
150%
100%
50%
0%
Percentage of salary
Required Holding
Actual Holding
200%
9.4%
Sharjeel Suleman
200%
150%
100%
50%
0%
Percentage of salary
Required Holding
Actual Holding
200%
36.9%
Directors’ interests in share schemes (audited)
Details of options and other share awards held by Executive Directors who served during the year, and movements during the year, are set out in
the tables below:
DABS
Director
Date of Grant
End of deferral period
Balance
at 1 Oct
2024
Granted
during the
year
Released
during the
year
Balance
at 30 Sept
2025
Sharjeel Suleman
18 Dec 2024
18 December 2026 or first dealing day thereafter
-
9,458
-
9,458
Former Director
Jon Steinberg
18 Dec 2024
18 December 2026 or first dealing day thereafter
-
24,610
-
24,610
Total
-
34,068
-
34,068
PSP
Director
4
Date of Grant
Earliest
exercise
date
Expiry
date
Exercise
price per
share (p)
Balance
at 1 Oct
2024
Granted
during the
year
Vested
during
the year
Lapsed
during
the year
Exercised
during
the year
Balance
at 30 Sept
2025
21 December 2023
1
21 December 2025
21 December 2033
Nil
33,692
-
-
-
-
33,692
21 December 2023
1
21 December 2026
21 December 2033
Nil
33,692
-
-
-
-
33,692
Kevin Li Ying
1 March 2024
1
21 December 2026
1 March 2034
Nil
6,738
-
-
-
-
6,738
12 December 2024
1
12 December 2027
12 December 2034
Nil
-
35,282
-
-
-
35,282
21 May 2025
2
21 May 2028
21 May 2035
Nil
-
43,103
-
-
-
43,103
Total
74,122
78,385
-
-
-
152,507
19 September 2024
3
14 April 2025
19 September 2034
Nil
12,261
-
12,261
-
-
12,261
Sharjeel
Suleman
19 September 2024
3
14 April 2026
19 September 2034
Nil
15,050
-
-
-
-
15,050
19 September 2024
3
14 April 2027
19 September 2034
Nil
9,154
-
-
-
-
9,154
12 December 2024
2
14 April 2027
19 September 2034
Nil
-
70,705
-
-
-
70,705
Total
36,465
70,705
12,261
-
-
107,170
Notes:
1
Awarded in respect of his former below-Board role. Structured as a hybrid of RSU and PSU awards.
2
Subject to a mandatory 2-year holding period following vesting.
3
Relates to Sharjeel Suleman’s buyout arrangement as detailed on page 93 of the FY 2024 Annual Report. These awards are not subject to further performance conditions.
4 Jon Steinberg stepped down from the Board and as CEO on 30 June 2025. Jon’s May 2023 and December 2023 PSP awards lapsed in full when he stepped down from the Board.
111
Directors’ remuneration report
Annual Report and Accounts 2025
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.
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 2025 this limit had not been exceeded (5.7%).
The Company has also applied, since 2021, a secondary, ‘5% in 10 years’ dilution limit, for any future discretionary awards, in line with generally-
accepted principles of good governance. As at 30 September 2025 this limit had not been exceeded as all currently expected dilution is covered by
shares held in the Company Employee Benefit Trust (nil%), for the purpose of covering outstanding share options.
As set out in the Company’s Notice of Annual General Meeting which accompanies this report, shareholder approval will be sought to remove the
5% limit.
•
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 is the Committee’s independent
adviser and was appointed by the
Committee in January 2021, to provide
regulatory guidance, advice on remuneration
trends and advice on other remuneration
matters during the year. Fees paid to Ellason
for services provided to the Committee
during the financial year were £77,815 (2024:
£67,090) on the basis of time and materials.
Ellason does not provide any other services
to the Group or any of the Directors and
the Committee is satisfied that Ellason
remains independent. Ellason is a member
and signatory to the Remuneration
Consultants’ Code of Conduct (www.
remunerationconsultantsgroup. com),
which requires that their advice be objective
and impartial.
Shareholder voting
The following table shows the results of the advisory vote on the FY 2024 Remuneration Report at the 2025 Annual General Meeting, and the binding
vote on the Remuneration Policy, at the 2023 Annual General Meeting:
Remuneration Report FY 2024
Remuneration Policy (2023 AGM)
For (including discretionary)
92,276,216 (97.5%)
91,450,475 (92.75%)
Against
2,369,222 (2.5%)
7,151,979 (7.25%)
Total votes cast (excluding withheld votes)
94,645,438 (86.05% of the total voting rights)
98,602,454 (81.59% of the total voting rights)
Votes withheld
5,616
6,222,568
112
Future plc
Corporate
Governance
Future’s proposed 2026 Directors’ Remuneration Policy, as set out below, is subject to a binding shareholder vote at Future’s AGM on 5 February
2026. If approved, it will apply from that date. It is intended that the Policy will apply for a period of up to three years from that date and as a result
will again be submitted for approval at the 2029 AGM at the latest. The current Directors’ Remuneration Policy (the ‘Policy’) was approved by
shareholders at Future’s AGM on 8 February 2023. For full details of the current Policy, please refer to the FY 2022 Annual Report.
The Policy was reviewed and approved by the Remuneration Committee. As part of the process, the views of shareholders and shareholder advisory
bodies were sought, as outlined on page 97 of this report. In addition, the input from other Board members, management and external advisors
was considered. The Committee also took into account the context of wider workforce remuneration arrangements at Future. The members of the
Committee then made decisions independently without inappropriate influence. No person participates in decisions relating to their own remuneration.
Directors’ Remuneration Policy
Element
Objective and link to strategy
Operation
Basic annual
salary
To recruit, retain and motivate individuals of a high calibre and
reflect the skills, experience and contribution of the relevant
Director.
Basic annual salary is paid in 12 equal monthly instalments during the year
and is reviewed annually. When assessing the level of basic annual salary, the
Committee takes into account performance, market conditions, remuneration
of equivalent roles within comparable companies, the size and scale of the
business and pay in the Group as a whole.
Benefits
To ensure broad competitiveness with local market practice.
Current benefits available to Executive Directors are car allowance, permanent
health insurance, healthcare and life assurance.
Additional benefits may be offered if deemed appropriate.
Pension
To reflect wider workforce practices and broad
competitiveness with market practice at the relevant time.
The Company shall make a contribution up to a maximum percentage of basic
annual salary set to reflect workforce practices at the time and in the relevant
jurisdiction.
All-employee
share plans
To encourage share ownership by employees and align their
interests with those of shareholders.
The Company operates all-employee schemes in the UK and the US, with
invitations made under the UK HMRC-Approved Share Incentive Plan (“SIP”)
in the UK and under the US Employee Stock Purchase Plan (“ESPP”) in the US.
Executive Directors may participate in the all-employee scheme that
operates in their country of residence on the same terms as other employees.
Performance-related
bonus
To incentivise and reward strong performance against annual
targets linked to delivery of the strategic plan.
The Committee sets financial targets based on a number of reference points,
including performance during the previous financial year and the budget for the
forthcoming year. Strategic objectives will be set, and performance of the Group
or individual against these assessed, at the Committee’s discretion and may be
set on a collective basis or tailored to each Executive Director.
50% of any performance-related bonus earned will be delivered by way of a
deferred share award, which will vest two years after the award date.
A payment equal to the value of dividends, which would have accrued on
deferred awards, may be made following the release of awards to participants,
either in the form of cash or as additional shares.
Payments and awards in relation to the performance-related bonus are subject
to malus and clawback provisions, further details of which are included following
this table.
Long-term share-based
incentive
To incentivise sustained long-term performance that
supports the creation of value for shareholders.
Annual awards may comprise (1) performance-tested (‘PSU’) awards of shares
that normally vest subject to three-year performance against targets set
at grant and (2) time-vesting (‘RSU’) awards of shares that normally vest after
three years subject to a discretionary underpin. Vested PSU and RSU awards are
subject to a 2-year holding period.
The scheme rules allow the Committee discretion to change the performance
targets and the Committee shall be entitled to exercise its discretion to
change performance criteria to the extent that it reflects market practice
and/or the Committee considers alternative performance targets to be more
appropriate to the business.
A payment equal to the value of dividends, which would have accrued on
vested awards, may be made following the release of awards to participants,
either in the form of cash or as additional shares.
PSU and RSU awards
are subject to malus and clawback provisions, further
details of which are included following this table.
Introduction
113
Directors’ remuneration report
Annual Report and Accounts 2025
Maximum 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.
Target opportunity: up to 100% of basic annual salary.
Maximum opportunity: 200% of the target opportunity
Threshold opportunity: typically up to 50% of the target opportunity
The target bonus opportunity for each Executive Director is disclosed in the Annual
Report on Remuneration.
The performance measures, 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
deemed
not 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.
Aggregate annual target opportunity: up to 100% of salary.
Aggregate exceptional target opportunity: 150% of salary.
The target opportunity may be split between PSU and RSU awards, with the RSU
award opportunity capped at 50% of salary.
The maximum PSU opportunity is two times the target PSU opportunity.
The maximum RSU opportunity is the same as the target RSU opportunity.
Performance measures will be selected for the PSU scorecard at the start of each
cycle to align with drivers of Future’s strategy and long-term shareholder value
creation. Strategic measures, if used, will not be weighted more than 25% of the award
opportunity. Financial measures may include, but are not limited to, profitability, cash,
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 deemed not 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 PSU award.
RSU awards will be subject to a discretionary underpin which will allow the Committee
to scale back vesting (including to zero) in exceptional circumstances, if allowing the
awards to vest is considered not to be a fair reflection of the underlying financial and
operational performance of the Company over the period.
114
Future plc
Corporate
Governance
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 PSU scorecard will be determined at the
time of grant and may include measures of
profitability (such as EPS), capital allocation
discipline (such as ROCE), strategic priorities
(such as ESG) and measures that reflect
long-term success (such as TSR). Measures
will be selected to align with the Group’s
stated strategy (and key performance
indicators thereof) and our underlying
ambition to deliver value creation for
shareholders. Targets applying to PSU awards
will normally be disclosed prospectively in the
relevant Annual Report on Remuneration and
are set using a similar methodology to that
described above in relation to the
performance-related bonus.
Remuneration for other employees
As described on page 102, all employees of the
Group receive a basic annual salary, benefits,
pension and annual bonus (subject to financial
performance). The maximum value of
remuneration packages is based on the seniority
and responsibilities of the relevant role.
Future also implements long-term equity
incentives (both PSUs and RSUs) to key
employees, to help ensure not only an
alignment of interests internally, but also
between our colleague base and shareholders.
Shareholding guidelines
The Committee strongly believes in aligning
the interests of Executive Directors and
shareholders.
Executive Directors are
required to acquire and maintain a holding of
Future shares (excluding shares that remain
subject to performance conditions), within five
years of appointment and defined as a
percentage of salary. The shareholding
guideline is 200% of salary. Details of the
Executive Directors’ current shareholdings are
provided on page 110.
Additionally, Executive Directors will normally
be expected to maintain a holding of Future
shares for a period after their employment
with the Company.
This shareholding
guideline is equal to the lower of an Executive
Directors’ actual shareholding at the time of
their departure and the shareholding
requirement in effect at the date of their
departure, with such shares to be held for a
period of at least two years from the date of
ceasing to be an Executive Director. The
specific application of this shareholding
guideline will be at the Committee’s discretion.
Malus and clawback
Payments and awards under the performance-
related bonus and long-term incentives are
subject to malus and clawback provisions,
which can be applied to both vested and
unvested awards. Malus and clawback
provisions will apply for a period of at least
two years after payment or vesting. This
timeframe reflects the period over which the
Group’s processes and systems are likely to
uncover any of the trigger events listed below.
Circumstances in which malus and clawback
may be applied include a material
misstatement of the Group’s financial
accounts, fraud or serious misconduct on the
part of the participant, an error in calculating
the award vesting outcome, corporate failure
or reputational damage.
Incentive plan participants are required to
acknowledge their understanding and
acceptance of the malus and clawback
provisions as a pre-condition to participating
in these plans. The Committee is satisfied that
the malus and clawback provisions are
appropriate and enforceable.
Pay for performance scenarios
The charts overleaf provide an illustration of
the potential future reward opportunities for
the CEO and CFO, and the potential split
between the different elements of
remuneration under three different
performance scenarios: ‘Minimum’, ‘On-
target’, and ‘Maximum’.
Potential reward opportunities are based on
Future’s proposed remuneration policy,
applied to base salaries for FY 2026. The
performance-related bonus is based on the
maximum opportunities set out under the
remuneration policy for normal circumstances.
The PSU and RSU award opportunities shown
in the charts are based on the expected grant
date face value.
The ‘Minimum’ scenario reflects base salary,
pension and benefits (i.e. fixed remuneration)
which are the only elements of the Executive’s
remuneration packages not linked to
performance.
The ‘On-target’ scenario reflects fixed
remuneration as above, plus an at-target
performance-related bonus payout, an at-target
PSU outcome (in previous years, this was
illustrated assuming threshold performance for
the purposes of this scenario) and 100% vesting
of the RSU award.
The ‘Maximum’ scenario includes fixed
remuneration and full payout of the
performance-related bonus, full vesting of the
PSU at 200% of the target opportunity and
100% vesting of the RSU award.
The Companies (Miscellaneous Reporting)
Regulations 2018 require a fourth scenario,
showing the value at maximum assuming
share price growth of 50% for the purpose of
long-term incentive awards. This is reflected in
relation to the illustrative PSU and RSU
valuations shown in the charts overleaf.
Performance measure selection and approach to target setting
115
Directors’ remuneration report
Annual Report and Accounts 2025
Pay for Performance scenarios
FY 2026 remuneration assumptions
Fixed remuneration
Performance-related bonus
PSU
RSU
Kevin Li Ying
6000
5000
4000
3000
2000
1000
0
Remuneration (£000)
£639
Minimum
On-target
Maximum
Maximum
Plus 50% share price
appreciation
£1,818
£2,702
£3,144
100%
35.1%
23.6%
20.3%
37.5%
43.6%
32.4%
16.3%
21.9%
28.1%
Sharjeel Suleman
3000
2500
2000
1500
1000
500
0
Remuneration (£000)
£469
Minimum
On-target
Maximum
Maximum
Plus 50% share price
appreciation
£1,194
£1,740
£2,010
100%
39.3%
27.0%
23.3%
36.4%
42.1%
30.6%
15.1%
20.6%
26.9%
Element
Objective and link to strategy
Operation
Maximum potential value
Performance measure
Fees
To attract and retain high calibre
Non-Executive Directors with broad
commercial and other experience
relevant to the Company and
reflecting the time commitment and
responsibilities of these roles.
Non-Executive Directors’ fees are reviewed
annually and paid in 12 monthly instalments.
In addition to the base fee, additional fees are
payable for acting as Senior Independent
Director and as Chair of any of the Board’s
Committees (other than the Nomination
Committee).
If the Board requires the formation
of an additional Board Committee, fees for the
Chair (and where relevant, membership) of such
Committee will be determined by the Board at
the time.
The fees paid to the Chair are determined by the
Committee, whilst the fees of the Non-Executive
Directors are determined by the Board.
Expenses incurred by the Chair and the
Non-Executive Directors in the performance of
their duties (including taxable travel and
accommodation benefits) may be reimbursed or
paid for directly by the Company, as appropriate.
Non-Executive Director fee
increases are applied in line
with the outcome of the
annual fee review and would
normally be aligned with the
increase awarded to the
workforce.
Fees for the year under
review and for the following
year are set out in the Annual
Report on Remuneration.
Aggregate fees paid to
non-Executive Directors are
subject to the limits set out in
the Articles of Association.
Not applicable.
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:
16.2%
10.9%
14.1%
15.0%
10.3%
13.4%
Salary
Pension
Benefits
Performance-
related bonus target
opportunity (% salary)
PSU target
opportunity
(% salary)
RSU target
opportunity
(% salary)
Executive
Kevin Li Ying
£589,375
5%
£20,000
100%
50%
50%
Sharjeel Suleman
£430,500
5%
£17,000
85%
41.75%
41.75%
116
Future plc
Corporate
Governance
Element of remuneration
Approach
Policy limit
Salary
The base salaries of new appointees will be determined by reference to relevant market data, experience and
skills of the individual, internal relativities and their current basic salary.
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 opportunity being
pro-rated to reflect the proportion of the year employed. If used, individual and/or strategic targets may be
tailored to the priorities agreed for the executive over the remainder of the relevant financial year.
Target opportunity of up
to 100% of salary
(maximum is up to 200%
of salary)
Long-term share based
incentives
New appointees will be granted PSU and RSU awards on the same terms as other Executive Directors, as
described in the Policy table.
Target opportunity of up
to 150% of salary
(maximum is up to 300%
of salary)
Approach to recruitment remuneration for external Executive Director appointment
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 long-term
incentive schemes, except that the terms
of the buy-out award may diverge from
these as necessary to replicate the terms
of the award being replaced. In exceptional
circumstances the Committee may use the
exemption permitted within the UK Listing
Rules. Any buy-out awards would have a
fair value no higher than that of the awards
forfeited.
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 Board will use the policy as set out in the
table on page 115.
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.
117
Directors’ remuneration report
Annual Report and Accounts 2025
Executive Directors
In summary, the contractual provisions for current Executive Directors are as follows:
Contract provision
Policy
Detail
Notice periods
Director or Company shall be entitled to serve twelve months’ notice.
A Director may be required to work during their notice period or be put on
garden leave.
Change of control
In the event of a change of control, a Director’s appointment may be
terminated within three months of the change of control by the Company,
or on one month’s notice by the Director (to expire no later than three
months from the date of the change of control).
In the event of termination by either the Director or the Company, the
Director will be entitled to receive twelve months’ salary
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 Board and must not represent a
conflict to their current role.
In respect of positions at listed companies
held by our current Executive DIrectors,
during the financial year ended 30
September 2025, as noted on page 80, Kevin
Li Ying held the position of Non-Executive
Director of W.A.G Payment Solutions plc, for
which he was paid a fee.
Consideration of conditions elsewhere in
the Company
As noted on page 99, the Committee takes
into consideration the pay and conditions
of employees across the Group when
determining remuneration for Executive
Directors and receives feedback from
employees via the employee engagement
survey, as well as subsequent listening
sessions and through questions raised at
Town Hall (the ‘Exchange’) meetings.
The Committee and the full Board is made
aware of, and consulted on, the Company’s
People & Culture strategy and takes seriously
its obligation to have a broad oversight on the
operation of fair pay policies elsewhere in the
Group.
Further details of the Group’s approach to
remuneration for the general workforce are
set out on page 99.
Consideration of shareholder views
The Remuneration Committee considers
shareholder feedback received through any
discussions with shareholders and consults
with shareholders on specific matters as and
when appropriate.
Approved by the Board and signed on its
behalf by
Mark Brooker
Chair of the Remuneration Committee
3 December 2025
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
Both Kevin Li Ying and Sharjeel Suleman
have rolling service contracts which, as
noted above, provide for twelve months’
notice on either side.
The following payments may also be made to
departing Executive Directors, depending on
circumstances:
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. For good leavers,
PSU and RSU awards will normally be
reduced pro-rata to reflect the proportion
of the vesting period actually served and
PSU awards tested for performance at the
end of the original performance period.
PSU and RSU awards which are subject to
an additional holding period will typically
be retained and released at the end of the
holding period, with Committee discretion
to accelerate the release of such awards
on an exceptional basis in certain good
leaver circumstances, or on a change
of control. Deferred bonus shares will
normally be retained by the Executive
Director and released in full following
completion of the applicable deferral
period, with Committee discretion to
accelerate the vesting of awards in certain
good leaver circumstances, or on a change
of control;
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.
118
Future plc
Financial
Statements
119
Independent auditor’s report
130
Consolidated income statement
130
Consolidated statement of
comprehensive income
131
Consolidated statement
of changes in equity
132
Company statement
of changes in equity
133
Consolidated balance sheet
134
Company balance sheet
135
Consolidated cash flow
statement
136
Notes to the consolidated
cash flow statement
137
Material accounting policy
information
142
Notes to the financial
statements
Financial Statements
119
Annual Report and Accounts 2025
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
1. 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 2025 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 31.
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).
120
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Financial
Statements
2.
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
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.
3.
Summary of our audit approach
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The key audit matter that we identified in the current year was:
Accuracy of revenue
Within this report, the key audit matter is identified as follows:
Similar level of risk
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The materiality that we used for the group financial statements was £6.0m which
was determined based on a blended set of benchmarks including revenue and
forecast profit before tax normalised for impairment charges disclosed within
exceptional items, as defined in note 5.
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Our group audit procedures covered 92% of the group’s revenue, 93% of the
group’s profit before tax, and 97% of the group’s net assets.
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There have been no significant changes in our approach in the current period.
Financial Statements
121
Annual Report and Accounts 2025
4.
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;
assessing the adequacy of downside scenarios including reverse stress testing;
performing sensitivity testing
considering the plausibility of a break even scenario;
evaluating the financing facilities available to the group including nature of facilities, the refinancing in
the period, repayment terms and the related covenants;
assessing the business model and principal risks; and
assessing the appropriateness of the going concern disclosures in the financial statements.
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.
5.
Key audit matters
122
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Financial
Statements
5.
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.
5
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Key audit matter
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The group’s revenue consists of a large number of low value transactions across a
variety of revenue streams which follow different business models, including
eCommerce, digital advertising, subscriptions and magazine newsstand circulation.
The group operates a number of distinct billing and order-entry systems, and the IT
landscape underpinning the end-to-end revenue process is complex in nature.
Due to the large number of transactions, varying revenue streams, and manual
intervention between differing IT systems and the group’s main ERP system, this is
an area which requires a significant allocation of resources and effort in the audit,
therefore accuracy of revenue is identified as a key audit matter in our audit report.
We identified non-routine adjustments to revenue as an area with the greatest
potential for fraud.
Further details are included within the annual report on pages 6 to 19, 43 to 46 and
note 2 to the financial statements.
How the scope of our
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In response to the identified key audit matter we have performed the following
procedures:
i.
obtained an understanding of relevant controls over revenue cycle;
ii.
collaborated with our data and analytics specialists to build
bespoke analytics for digital advertising, eCommerce revenue,
price comparison and subscriptions transactions recorded in the
year for relevant components. The analytics reconciled underlying
transaction data with the revenue recognised by the group,
identifying outliers in the revenue population for further
investigation;
iii.
tested the completeness of the data utilised in the analytics, as well
as the transactions recorded, through agreeing a sample to
supporting documentation;
and
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.
In addition, in response to the potential risk of fraud related to non-routine
adjustments to revenue, we used data analytics to identify revenue entries with
characteristics that appeared unusual, and assessed the appropriateness of these
entries by inspecting supporting documentation and evaluating their business
rationale.
Key observations
Based on the work performed, we determined that the accuracy of the revenue
recognised was appropriate.
Financial Statements
123
Annual Report and Accounts 2025
6.
Our application of materiality
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We define materiality as the magnitude of misstatement in the financial statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
Group financial statements
Parent company financial statements
Materiality
£6.0m (2024: £6.0m)
£3.0m (2024: £3.0m)
Basis for
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Materiality has been based on a blended
set of benchmarks including revenue and
profit before tax normalised for
impairment charges disclosed within
exceptional items (see Note 5). The profit
before tax benchmark used this year has
been normalised to reflect the impairment
charges disclosed in exceptional items in
the period.
Materiality for the current year
represents:
0.8% of revenue (2024: 0.8%)
5.8% of profit before tax
normalised for non recurring
Parent company materiality is based on 1%
(2024: 1%) of net assets and capped at 50%
(2024: 50%) of group materiality.
impairment charges (2024: 5.2%
of profit before tax adjusted for
transaction and integration
related costs and exceptional
items)
Rationale for the
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Revenue and profit before tax are the
primary measures used by stakeholders of
the group. We have normalised profit
before tax for impairment charges
disclosed within exceptional items as the
key metrics used by management,
investors, analysts and lenders with
shareholder value being driven by the
result.
The company is non-trading and operates
primarily as a holding company. As such, we
believe the net asset position is the most
appropriate benchmark to use.
124
Future plc
Financial
Statements
6
6
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2
2
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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
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70% (2024: 70%) of group materiality
70% (2024: 70%) of parent company
materiality
Basis and
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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.
6
6
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3
3
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We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in
excess of £0.3m (2024: £0.3m), as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that
we identified when assessing the overall presentation of the financial statements.
7.
An overview of the scope of our audit
7
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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 to audits of the entire financial information (six components).
The six components represent the principal business units with the group’s reportable segments and account
for 92% (FY24: 95%) of the group’s revenue and 93% (FY24: 90%) of the profit before tax and 97% (FY24:98%)
of net assets. They were also selected to provide an appropriate basis for undertaking audit work to address
the risks of material misstatement identified above. Our audit work at these components were executed at
levels of performance materiality applicable to each individual entity, which were lower than group
performance materiality ranging from £2.1m to £3.0m (FY24: £2.1m to £3.0m).
At the group level we also tested the consolidation process and carried out analytical procedures to assess
whether there were any significant risks of material misstatement of the aggregated financial information of
the remaining components not subject to audit. None of these components represented more than 2% of
revenue or 5% of profit before tax individually. All audit work was carried out by the same group engagement
team, led by the senior statutory auditor.
7
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The group operates a diverse IT infrastructure. With the involvement of our IT specialists, we obtained an
understanding of the relevant IT environment and the key general IT controls.
For all components we obtained an understanding of the relevant controls associated with the financial
reporting process, accounting estimates and revenue recognition. We did not rely on controls in any areas of
the audit and instead adopted a fully substantive approach.
Refer to the Audit and Risk Committee report on
page 85, for further details of the group’s internal controls.
Financial Statements
125
Annual Report and Accounts 2025
7.3.
Our consideration of climate-related risks
The group has considered the potential impact of climate change on the group’s business and its financial
statements. Refer to the annual report on pages 54 to 73. We obtained an understanding of management’s
process which consider the impact of climate risk and considered whether these are consistent with
disclosures made. We have evaluated the appropriateness of disclosures included in the financial statements
in the material accounting policies information on page 137. We have also assessed the related disclosures
with support from internal ESG specialists and read the related narrative in the Corporate Responsibility report
to consider whether it is materially consistent with the financial statements and our knowledge obtained in
the audit.
8.
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.
9.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
126
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Financial
Statements
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.
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.
1
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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 15 September 2025;
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:
o
identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
o
detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud; and
o
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.
Financial Statements
127
Annual Report and Accounts 2025
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the
financial statements but compliance with which may be fundamental to the group’s ability to operate or to
avoid a material penalty. These included GDPR, health and safety laws, and employment legislation.
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As a result of performing the above, we identified the accuracy of revenue as a key audit matter related to the
potential risk of fraud (solely in respect of non-routine adjustments to revenue). The key audit matters section
of our report explains the matter in more detail and also describes the specific procedures we performed in
response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
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.
128
Future plc
Financial
Statements
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.
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 46;
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 pages 52 and 53;
the directors' statement on fair, balanced and understandable set out on page 90;
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 90 and 91; and
the section describing the work of the audit and risk committee set out on page 88.
14.Matters on which we are required to report by exception
1
1
4
4
.
.
1
1
.
.
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s
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.
Financial Statements
129
Annual Report and Accounts 2025
1
1
4
4
.
.
2
2
.
.
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D
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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
1
1
5
5
.
.
1
1
.
.
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Following the recommendation of the audit and risk committee, we were appointed by the board of directors
at the Annual General Meeting on 21 February 2021 to audit the financial statements for the year ended 30
September 2021 and subsequent financial periods. The period of total uninterrupted engagement of the firm
is five years, covering the years ending 30 September 2021 to 30 September 2025.
1
1
5
5
.
.
2
2
.
.
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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
3 December 2025
130
Future plc
Consolidated income statement
for the year ended 30 September 2025
Note
2025
£m
2024
£m
Revenue
1, 2
Net operating expenses
3
(617.3 )
(654.5 )
Operating profit
Finance income
7
Finance costs
7
(30.7 )
(31.8 )
Net finance costs
(30.0 )
(30.5 )
Profit before tax
Tax charge
8
(25.6 )
(26.4 )
Profit for the year attributable to owners of the parent
Earnings per ordinary share
Note
2025
pence
2024
pence
Basic earnings per share
10
Diluted earnings per share
10
Consolidated statement of comprehensive income
for the year ended 30 September 2025
Note
2025
£m
2024
£m
Profit for the year
Items that may be reclassified to the consolidated income statement:
Currency translation differences
(0.9 )
(52.7 )
Loss on cash flow hedge
25
(4.4 )
Other comprehensive expense for the year
(0.9 )
(57.1 )
Total comprehensive income for the year attributable to owners of the parent
Items in the statement above are disclosed net of tax.
Financial Statements
131
Annual Report and Accounts 2025
Consolidated statement of changes in equity
for the year ended 30 September 2025
Group
Note
Issued share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Treasury
reserve
£m
Cash flow
hedge
reserve
£m
Accumu-
lated
exchange
reserve
£m
Retained
earnings
£m
Total equity
£m
Balance at 30 September 2023
(15.3 )
Profit for the year
Currency translation differences
(52.7 )
(52.7 )
Loss on cash flow hedge
25
(5.9 )
(5.9 )
Deferred tax on loss on cash flow hedge
22, 25
Other comprehensive expense for the year
(4.4 )
(52.7 )
(57.1 )
Total comprehensive (expense)/income for the year
(4.4 )
(52.7 )
Acquisition of own shares
23, 25
(1.0 )
(76.7 )
(76.7 )
Merger reserve reduction
25
(472.9 )
Share premium reduction
25
(197.0 )
Share schemes:
- Issue of treasury shares to employees
25
(4.4 )
- Share-based payments
- Current tax on options
(0.5 )
(0.5 )
- Deferred tax on options
14
Dividends paid to shareholders
9
(3.9 )
(3.9 )
Balance at 30 September 2024
(10.9 )
(24.9 )
Profit for the year
Currency translation differences
(0.9 )
(0.9 )
Other comprehensive expense for the year
(0.9 )
(0.9 )
Total comprehensive (expense)/income for the year
(0.9 )
Acquisition of own shares
23, 25
(1.8 )
(7.0 )
(83.5 )
(90.5 )
Share schemes:
- Issue of treasury shares to employees
25
(7.4 )
- Share-based payments
24
- Current tax on share options
(0.1 )
(0.1 )
- Deferred tax on share options
14
Dividends paid to shareholders
9
(3.7 )
(3.7 )
Balance at 30 September 2025
(10.5 )
(25.8 )
132
Future plc
Company statement of changes in equity
for the year ended 30 September 2025
Company
Note
Issued share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Treasury
reserve
£m
Cash flow
hedge
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 30 September 2023*
17.8
197.0
0.3
472.9
(15.3)
4.4
350.2
1,027.3
Loss for the year
−
−
−
−
−
−
(23.8)
(23.8)
Loss on cash flow hedge
25
−
−
−
−
−
(5.9)
−
(5.9)
Deferred tax on loss on cash flow hedge
22, 25
−
−
−
−
−
1.5
−
1.5
Other comprehensive expense for the year
−
−
−
−
−
(4.4)
−
(4.4)
Total comprehensive expense for the year
−
−
−
−
−
(4.4)
(23.8)
(28.2)
Acquisition of own shares
23, 25
(1.0)
−
1.0
−
−
−
(76.7)
(76.7)
Merger reserve reduction
25
−
−
−
(472.9)
−
−
472.9
−
Share premium reduction
25
−
(197.0)
−
−
−
−
197.0
−
Share schemes:
- Issue of treasury shares to employees*
25
−
−
−
−
4.4
−
(4.4)
−
- Share-based payments
−
−
−
−
−
−
8.3
8.3
Dividends paid to shareholders
9
−
−
−
−
−
−
(3.9)
(3.9)
Balance at 30 September 2024*
16.8
−
1.3
−
(10.9)
−
919.6
926.8
Loss for the year
−
−
−
−
−
−
(0.6)
(0.6)
Other comprehensive expense for the year
−
−
−
−
−
−
−
−
Total comprehensive expense for the year
−
−
−
−
−
−
(0.6)
(0.6)
Acquisition of own shares
23, 25
(1.8)
−
1.8
−
(7.0)
−
(83.5)
(90.5)
Share schemes:
- Issue of treasury shares to employees
25
−
−
−
−
7.4
−
(7.4)
−
- Share-based payments
24
−
−
−
−
−
−
5.5
5.5
Dividends paid to shareholders
9
−
−
−
−
−
−
(3.7)
(3.7)
Balance at 30 September 2025
15.0
−
3.1
−
(10.5)
−
829.9
837.5
* See details of the change in presentation of Employee Benefit Trust (EBT) in note 25.
Financial Statements
133
Annual Report and Accounts 2025
Consolidated balance sheet
as at 30 September 2025
Note
2025
£m
2024
£m
Non-current assets
Property, plant and equipment
11
Intangible assets - goodwill
12
Intangible assets - other
12
Financial asset - derivative
22
Deferred tax
14
Total non-current assets
Current assets
Inventories
Corporation tax recoverable
Trade and other receivables
15
Cash and cash equivalents
16
Finance lease receivable
Total current assets
Total assets
Equity and liabilities
Equity
Issued share capital
23
Capital redemption reserve
25
Merger reserve
25
Treasury reserve
25
(10.5 )
(10.9 )
Accumulated exchange differences
25
(25.8 )
(24.9 )
Retained earnings
Total equity
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
Lease liability due in more than one year
21
Corporation tax payable
Deferred tax
14
Provisions
20
Contract liabilities
27
Contingent consideration
22
Financial liability - derivative
22
Total non-current liabilities
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
Trade and other payables
17
Deferred income
27
Provisions
20
Corporation tax payable
Lease liability due within one year
21
Other financial liability
19
Total current liabilities
Total liabilities
Total equity and liabilities
Richard Huntingford
Sharjeel Suleman
Chair
134
Future plc
Company balance sheet
as at 30 September 2025
Note
2025
£m
2024
£m
Non-current assets
Investments in Group undertakings
13
1,372.3
1,366.8
Financial asset - derivative
22
−
1.4
Deferred tax
0.2
0.2
Trade and other receivables*
15
−
79.3
Total non-current assets
1,372.5
1,447.7
Current assets
Trade and other receivables*
15
83.5
−
Cash and cash equivalents
16
0.9
0.2
Total current assets
84.4
0.2
Total assets
1,456.9
1,447.9
Equity and liabilities
Equity
Issued share capital
23
15.0
16.8
Treasury share reserve*
25
(10.5)
(10.9)
Capital redemption reserve
25
3.1
1.3
Retained earnings
829.9
919.6
Total equity
837.5
926.8
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
304.0
276.2
Trade and other payables
17
49.6
202.1
Deferred tax
0.2
0.2
Financial liability - derivative
22
−
1.4
Total non-current liabilities
353.8
479.9
Current liabilities
Financial liabilities - interest-bearing loans and borrowings
18
−
20.0
Trade and other payables
17
265.6
9.0
Other financial liability
19
−
12.2
Total current liabilities
265.6
41.2
Total liabilities
619.4
521.1
Total equity and liabilities
1,456.9
1,447.9
* See details of the change in presentation of Employee Benefit Trust (EBT) in note 25.
As permitted by the exemption under Section 408 of the Companies Act 2006 no Company income statement or statement of comprehensive income is presented. The
Company’s loss for the year was £0.6m (2024: £23.8m loss).
The financial statements on pages 130 to 178 were approved by the Board of Directors on 3 December 2025 and signed on its behalf by:
Richard Huntingford
Sharjeel Suleman
Chair
Chief Financial Officer
Future plc
03757874
Financial Statements
135
Annual Report and Accounts 2025
Consolidated cash flow statement
for the year ended 30 September 2025
2025
£m
2024
£m
Cash flows from operating activities
Cash generated from operations
Interest paid on bank facilities
(27.2 )
(26.0 )
Interest received
Interest paid on lease liabilities
(1.5 )
(1.7 )
Tax paid
(42.9 )
(33.7 )
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
(3.3 )
(2.8 )
Additions to computer software and website development
(12.9 )
(11.1 )
Purchase of subsidiary undertakings, net of cash acquired
(3.4 )
(7.9 )
Net cash used in investing activities
(19.6 )
(21.8 )
Cash flows from financing activities
Acquisition of own shares
(102.8 )
(63.1 )
Drawdown of bank loans
Repayment of bank loans
(335.0 )
(233.0 )
Bank arrangement fees
(6.3 )
Repayment of principal element of lease liabilities
(6.2 )
(6.9 )
Dividends paid
(3.7 )
(3.9 )
Net cash used in financing activities
(109.0 )
(166.9 )
Net decrease in cash and cash equivalents
(11.3 )
(18.9 )
Cash and cash equivalents at beginning of year
Effects of exchange rate changes on cash and cash equivalents
(0.8 )
(1.7 )
Cash and cash equivalents at end of year
136
Future plc
Notes to the consolidated cash flow statement
for the year ended 30 September 2025
A. Cash generated from operations
The reconciliation of profit for the year to cash generated from operations is set out below:
2025
£m
2024
£m
Profit for the year
66.3
76.8
Adjustments for:
Depreciation
6.9
6.5
Impairment charge on tangible and intangible assets
15.2
4.7
Amortisation of intangible assets
64.4
77.1
Share-based payments
5.5
8.3
Net finance costs
30.0
30.5
Tax charge
25.6
26.4
Cash generated from operations before changes in working capital and provisions
213.9
230.3
Increase/(decrease) in provisions
0.3
(2.8)
(Increase)/decrease in inventories
(0.9)
0.9
Decrease in trade and other receivables
5.7
6.2
Decrease in trade and other payables
(30.7)
(4.6)
Cash generated from operations
188.3
230.0
B. Change in liabilities arising from financing activities
Group
30 September
2024
£m
Cash flows
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2025
£m
Financial liabilities
Other financial liability
(12.2)
12.2
−
−
−
Lease liabilities
(38.2)
6.2
(3.9)
−
(35.9)
Current borrowings
(20.0)
20.0
−
−
−
Non-current borrowings
(276.2)
(23.7)
(4.1)
−
(304.0)
Total financial liabilities
(346.6)
14.7
(8.0)
−
(339.9)
Group
30 September
2023
£m
Cash flows
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2024
£m
Financial liabilities
Other financial liability
−
−
(12.2)
−
(12.2)
Lease liabilities
(44.8)
6.9
(4.3)
1.3
(40.9)
Current borrowings
−
−
(20.0)
−
(20.0)
Non-current borrowings*
(387.5)
93.0
16.1
2.2
(276.2)
Total financial liabilities
(432.3)
99.9
(20.4)
3.5
(349.3)
*Now shown net of arrangement fees of £7.7m
Annual Report and Accounts 2025
Financial Statements
137
policy information
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
statements published in this 2025 Annual Report are set out on pages
137 to 141. These policies have been applied consistently
to all years presented, unless otherwise stated below. These financial statements have been prepared under the historical cost
convention, except for derivative financial instruments and contingent and deferred consideration, which are measured at fair
value.
General information
and registered in England and Wales
is a public company limited by shares . The
address of the Company’s registered office
and its registered address is:
Quay House,
The Ambury,
Bath,
BA1 1UA,
United Kingdom.
The Company’s registered number is given
on page 134.
Accounting policies
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 Cash 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
IFRS; 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 (‘IFRS’).
As the
consolidated financial statements of the
Company include the equivalent disclosures,
the Company has also taken the exemptions
under FRS 101 available in respect of the
following disclosures:
• IFRS 2 Share-based payment in respect of
group settled share-based payments; and
• The disclosures required by IFRS 7 and
IFRS 13 regarding financial instruments
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
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
classification of liabilities, and Amendment
regarding the classification of debt with
covenants;
• IAS 7 Amendments regarding presentation
of the Statement of Cash Flows;
• IFRS 7 Amendments regarding supplier
financial arrangements; and
• IFRS 16 Amendments to clarify how a seller-
lessee subsequently measures sale and
leaseback transactions;
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
The Directors have considered the impact
on the Group of new and revised accounting
standards, interpretations or amendments
that are effective on or after 1 October 2025
and which the Group has chosen not to adopt
early. The following standards are relevant to
the Group:
• IAS 21 Amendments regarding Lack of
Exchangeability
The Group does not expect amendments to
IAS 21 to have a material impact on results or
net assets.
• IFRS 18 Presentation and Disclosure in
Financial Statements
This new accounting standard is effective
for the year ended 30 September 2028
and will involve a change to the structure
of the primary financial statements. This
requires entities to classify income and
expenses into five categories – operating,
investing, financing, income tax and
discontinued operations. In addition, certain
“non-GAAP” measures, as disclosed in the
Glossary – will now form part of the audited
financial statements, and require mandatory
definitions and reconciliation to GAAP
measures.
The Group is presently reviewing the
impact of this standard which is expected to
structurally
change the presentation of the
income statement.
The consolidated financial statements
incorporate the financial statements of
Future plc (‘the Company’) and its subsidiary
undertakings. Subsidiaries are all entities
controlled by the Group. Control exists
when the Group is either exposed to or
has the rights to variable returns from its
involvement with the entity and has the
ability to affect those returns through its
power over the entity. Subsidiaries are
fully consolidated from the date on which
control is transferred to the Group. They are
deconsolidated from the date that control
ceases. The purchase method of accounting
is used to account for the acquisition of
subsidiaries by the Group.
The cost of an acquisition is measured as
the fair value of the assets given, equity
instruments issued and liabilities incurred
or assumed at the date of exchange, and
includes the fair value of any asset or liability
resulting from a contingent consideration
arrangement. Acquisition-related costs are
expensed as incurred. Identifiable assets
acquired and liabilities and contingent
liabilities assumed in a business combination
are measured initially at their fair values
at the acquisition date. The excess of the
cost of acquisition over the fair value of the
Group’s share of the identifiable net assets
acquired is recorded as goodwill.
Intercompany transactions, balances and
unrealised gains on transactions between
Group companies are eliminated.
138
Future plc
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
Going concern
The Group was in a net current liabilities
position as detailed in the balance sheet, but
has significant adequate cash flow to meet
its obligations. The financial statements have
been prepared on a going concern basis. The
Group has sufficient liquidity over the full
going concern period under both its base
case and stress-tested forecast. Accordingly
the Directors consider that it is appropriate
to adopt the going concern basis in preparing
the financial statements. Further detail on
the stress-tested forecast over the viability
period can be found in the Longer Term
Viability Statement on page 52.
The Group is organised and arranged
primarily by reportable segment. From 1
October 2024, the Executive Directors
consider the performance of the business
from a divisional perspective of B2C,
Go.Compare and B2B.
The revised operating
segments are reported in a manner
consistent with the internal reporting
provided to the Chief Operating Decision
Makers who are considered to be the
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 143 for details of the
Group’s revenue recognition policy.
The right of return is considered to be
variable consideration. The probable amount
of expected returns is estimated using the
most-likely amount method and accounted
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,
(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.
The Group’s financial results are principally
exposed to US dollar exchange rates which
are detailed in the table below:
US dollar | 2025 | 2024 |
Closing Rate | 1.3435 | 1.3384 |
Average Rate | 1.3074 | 1.2652 |
(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 and Company
financial statements. These shares are
presented in the consolidated balance sheet
as a deduction from equity at the market
value on the date of acquisition.
(c) Bonus plans
The Group recognises a liability and
an expense for bonuses taking into
Annual Report and Accounts 2025
Financial Statements
139
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
Property leases are recognised on the
balance sheet as a right-of-use asset and
corresponding lease liability at the date
the leased asset is available for use. Lease
liabilities are measured at the present value
of payments less lease incentives receivable.
Right-of-use assets are measured equal
to the value of the lease liability plus
restoration costs.
Lease payments are discounted using the
interest rate implicit in the lease, or where not
available, the incremental borrowing rate (for
leases existing on transition the incremental
borrowing rate). Short-term and low-value
leases are recognised on a straight-line basis
as an expense in the income statement.
Finance costs are charged to the income
statement over the lease term, at a constant
periodic rate of interest. Right-of-use assets
are depreciated over the lease term on a
straight-line basis. Each lease payment is
allocated between the liability and finance
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.
liability method, on temporary differences
arising between the tax bases of assets
and liabilities and their carrying amounts
in the consolidated financial statements.
However, deferred tax is not accounted
for if it arises from initial recognition of an
asset or liability in a transaction other than
a business combination that at the time of
the transaction affects neither accounting
nor taxable profit or loss. Deferred tax is
determined using tax rates (and laws) that
have been enacted or substantively enacted
by the balance sheet date and are expected
to apply when the related deferred tax asset
is realised or the deferred tax liability is
settled in the appropriate territory.
Deferred tax assets are recognised to the
extent that it is probable that future taxable
profits will be available against which the
temporary differences can be utilised.
Deferred tax is provided on temporary
differences arising on investments in
subsidiaries, except where the timing of
the reversal of the temporary difference is
controlled by the Group and it is probable
that the temporary difference will not
reverse in the foreseeable future.
Certain deferred tax assets and liabilities are
offset against each other where they relate
to the same jurisdiction and there is a legally
enforceable right to offset.
Uncertain tax positions are provided for
under IAS 12, with due consideration for
the interpretive guidance in IFRIC 23. Each
uncertain tax treatment is considered either
separately or together with other uncertain
positions in the same jurisdiction, depending
on which approach better predicts the
resolution of the uncertainty.
The effect of the uncertainty is measured
with reference to the expected value, i.e. the
sum of the probability-weighted amounts in
a range of possible outcomes. The expected
value better predicts the resolution of
the uncertainty where there is a range of
possible outcomes.
In business combinations, deferred tax
is calculated at the date of acquisition.
Where the fair value (and therefore the
acquisition accounting value) of assets
acquired is different from its tax base, a
deferred tax asset or liability is recognised
on the temporary difference. The tax base is
dependent on the expected tax deductions
available in the applicable jurisdiction over
All dividend distributions to the Company’s
shareholders are recognised as a liability
in the financial statements in the period in
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
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
fifty years or shorter if deemed appropriate.
• 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
(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.
These intangible assets have a finite useful
life and are stated at cost less accumulated
amortisation. Assets acquired as part of a
business combination are initially stated at
fair value. Amortisation is calculated using
the straight-line method to allocate the cost
of these intangibles over their estimated
useful lives (typically between three and
twenty years).
Expenditure incurred on the launch of new
magazine titles is recognised as an expense
in the income statement as incurred.
development (non-acquired intangible
assets)
Non-integral computer software purchases
are stated at cost less accumulated
140
Future plc
amortisation. Costs incurred in the
development of new websites are capitalised
only where the cost can be directly attributed
to developing the website to operate in the
manner intended by management and only
to the extent of the future economic benefits
expected from its use. These costs are
amortised on a straight-line basis over their
estimated useful lives (typically two years).
Costs associated with maintaining computer
software or websites are recognised as an
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.
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
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 growth
rate to year 5 and a division-specific long
term growth rate to perpetuity for
B2C,
Go.Compare and B2B; 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 of and the operations retained.
Trade receivables are initially recognised at
their transaction price. Other receivables are
initially recognised at fair value and both are
subsequently measured at amortised cost
using the effective interest method, less a
loss allowance.
The Group applies the IFRS 9 simplified
approach to measuring expected credit
losses, which uses a lifetime expected
loss allowance for all trade receivables.
Expected loss rates, calculated based on
historical credit losses, are applied to trade
receivables grouped based on days past due.
Excpeted credit loss rates are calculated on
a historic basis, as current understanding of
customer behaviour and macro-economic
trends provide comfort that historic activity
is representative of the current portfolio
Cash and cash equivalents include cash in
hand and deposits held on call with banks.
Bank overdrafts are shown within borrowings
Trade and other payables are initially
recognised at fair value and subsequently
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
The Group uses interest rate swaps to hedge
its exposure to interest rate risk arising from
operational activities. Further details
are
disclosed in note 22.
A derivative with a positive fair value is
recognised as a financial asset whereas
a derivative with a negative fair value is
recognised as a financial liability. Derivatives
are not offset in the financial statements
unless the Group has both a legally
enforceable right and intention to offset. The
impact of any master netting agreements
on the Group’s financial position is disclosed
in note 22. The full fair value of a hedging
derivative is classified as a non-current asset
or liability if the remaining maturity of the
hedged item is more than 12 months and
as a current asset or liability, if the maturity
of the hedged item is less than 12 months.
Settlements on derivatives are presented
within interest paid in the consolidated cash
flow statement.
The Group does not hold or issue derivative
contracts for trading purposes.
The Group
has a policy not to, and does not, undertake
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
Annual Report and Accounts 2025
Financial Statements
141
whether the hedging instrument is effective
in offsetting changes in cash flows of the
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 relationship (or a
part thereof) ceases to meet the qualifying
criteria. This includes instances when
the hedging instrument expires or is sold,
terminated or exercised. The discontinuation
is accounted for prospectively. Any gain or
loss recognised in other comprehensive
income and accumulated in cash flow hedge
reserve at that time remains in equity and
is reclassified to profit or loss when the
forecast transaction occurs. When a forecast
transaction is no longer expected to occur,
the gain or loss accumulated in the cash flow
hedge reserve is reclassified immediately to
profit or loss.
Provisions are recognised when the Group
has a present legal or constructive obligation
as a result of past events, and it is more likely
than not that an outflow of resources will be
required to settle the obligation.
Provisions are measured at the Directors’
best estimate of the expenditure required
to settle the obligation at the balance sheet
date, and are discounted to present value
The Company’s investments in subsidiary
undertakings are stated at the fair value
of consideration payable, including related
acquisition costs, less any provisions for
The Group considers items of income and
expense as exceptional and excludes them
from the adjusted results where the nature of
the item, or its size, is significant and/or is not
related to the core trading of the Group. This is
to assist the user of the financial statements to
understand the results of the core underlying
operations of the Group. Details of exceptional
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:
Judgement is applied in determining
exceptional items credited or incurred
in the year. The Group defines an item
as exceptional where its nature, size or
materiality is not related to the core trading
of the Group so as to assist the user of the
financial statements to understand the
results of the core underlying operations of
the Group.
Exceptional items in the year include
impairment of goodwill and acquired
intangible assets, onerous property costs
and restructuring costs.
See note 5 for
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
142
Future plc
Notes to the financial statements
The Group is organised and arranged primarily by reportable segment. From 1 October 2024, the Executive Directors consider the
performance of the business from a divisional perspective of B2C, Go.Compare and B2B. Historically, the performance of the business
was considered on a geographic basis. The comparative figures have been restated to reflect the new divisional segments. The Group
also uses a sub-segment split of Media (websites and events) and Magazines for further analysis. The Group considers that the assets
within each division are exposed to the same risks.
(i) Segment revenue
Restated | ||||||
Sub-segment | 2025 | Sub-segment | 2024 | |||
| Segment | Media | Magazines | Total | Media | Magazines | Total |
£m | £m | £m | £m | £m | £m | |
B2C | 246.2 | 247.2 | 493.4 | 267.4 | 255.7 | 523.1 |
Go.Compare | 191.8 | − | 191.8 | 202.7 | − | 202.7 |
B2B | 50.3 | 3.7 | 54.0 | 58.4 | 4.0 | 62.4 |
Total | 488.3 | 250.9 | 739.2 | 528.5 | 259.7 | 788.2 |
Transactions between segments are carried out at arm’s length.
No end-customer, or other single customer or group of customers under common control contributed 10% or more to the Group’s
revenue in either the current or prior year.
(ii) Segment adjusted EBITDA
Adjusted EBITDA is used by Executive Directors to assess the performance of each segment.
Restated | ||
2025 | 2024 | |
Segment | £m | £m |
B2C | 128.5 | 138.4 |
Go.Compare | 80.4 | 84.0 |
B2B | 14.5 | 16.7 |
Total | 223.4 | 239.1 |
(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
adjusted operating profit for the segments:
Restated | ||
2025 | 2024 | |
Segment | £m | £m |
B2C | 113.3 | 123.8 |
Go.Compare | 77.6 | 81.6 |
B2B | 14.5 | 16.8 |
Total | 205.4 | 222.2 |
(iv) Geographical non-current assets
2025 | 2024 | |
£m | £m | |
UK | 947.8 | 961.9 |
US | 535.8 | 587.4 |
Total | 1,483.6 | 1,549.3 |
Annual Report and Accounts 2025
Financial Statements
143
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. | |
For impressions, the performance obligation is the presentation of the advert | The Group has assessed that for first party online advertising they are | |
to the customer. For time-based adverts, the performance obligation is the | acting as the principal under IFRS 15 as the Group is responsible for the | |
provision of an advert over a period of time to be seen by the customer. | fulfillment of the advert on behalf of 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, quarterly or monthly via various | recognised at a point in time when the relevant publication being subscribed |
payment methods). | to goes on sale. | |
For print subscriptions each magazine delivered represents a distinct | The Group has assessed that, as they are responsible for the fulfillment of | |
performance obligation, whereas for digital magazines providing access to the | the magazines in both print and digital form, they act as a principal under | |
digital content represents a distinct performance obligation. | IFRS 15 for the magazine subscription revenue stream. | |
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 | satisfied when the issue goes on sale. | The Group has assessed its obligations under the principal vs agent |
and advertising | requirements of IFRS 15. The Group has assessed it has the obligation to | |
revenue | fulfil the customer contracts for advertising within the print magazines and | |
therefore this revenue stream is treated as that of a principal. Magazine | ||
newstand circulation is split into two components. For magazines printed | ||
and distributed by the Group, the Group has assessed that it acts as a | ||
principal in fulfilling these sales. For third party magazines distributed via the | ||
Groups distribution network, the Group acts as an agent. | ||
Event income | The Group holds a number of events throughout the year, held physically and | 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 ₱atisfied 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. | |
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. |
144
Future plc
The table below disaggregates revenue according to the timing of satisfaction of performance obligations:
2025 | 2024 | |||||
£m | £m | |||||
Over | Point in | Total | Over | Point in | Total | |
time | time | revenue | time | time | revenue | |
Total revenue | 8.1 | 731.1 | 739.2 | 15.1 | 773.1 | 788.2 |
The table below disaggregates revenue according to segment with a breakdown of revenue by type within each segment.
Restated | ||
2025 | 2024 | |
£m | £m | |
B2C | ||
Digital advertising | 141.4 | 154.8 |
eCommerce affiliates | 76.7 | 83.9 |
Other Media | 28.1 | 28.7 |
Media | 246.2 | 267.4 |
Subscriptions | 122.2 | 129.0 |
Other Magazines | 125.0 | 126.7 |
Magazines | 247.2 | 255.7 |
Total B2C | 493.4 | 523.1 |
Go.Compare | ||
Car insurance | 117.6 | 130.1 |
Non-car insurance | 74.2 | 72.6 |
Total Go.Compare | 191.8 | 202.7 |
B2B | ||
Digital advertising (Newsletters) | 32.0 | 36.3 |
Affiliates & Other Media, Magazines | 22.0 | 26.1 |
Total B2B | 54.0 | 62.4 |
Total Revenue | 739.2 | 788.2 |
Geographical revenue
2025 | 2024 | |
£m | £m | |
UK | 470.5 | 504.0 |
US | 268.7 | 284.2 |
Total | 739.2 | 788.2 |
The Australian business is considered to be part of the UK operations and is not reported separately due to its size.
During the year ended 30 September 2025, £60.2m of deferred income recorded at 30 September 2024 (2024: £58.5m) was
Annual Report and Accounts 2025
Financial Statements
145
Operating profit is stated after charging:
2025 | 2024 | ||
Note | £m | £m | |
Cost of sales | (410.2) | (433.8) | |
Distribution expenses | (36.2) | (37.8) | |
Share-based payments (including social security costs) | 24 | (5.5) | (8.9) |
Exceptional items | 5 | (17.5) | (7.0) |
Depreciation | 11 | (6.9) | (6.5) |
Amortisation | 12 | (64.4) | (77.1) |
Other administration expenses ¹ | (80.7) | (83.4) | |
RDEC income | 4.1 | − | |
Operating expenses | (617.3) | (654.5) |
1 Other administration expenses includes the expected credit loss credit of £0.5m (FY 2024: charge of £6.5m).
Other administration expenses include transaction and integration related costs of £7.2m (2024: £5.9m). Details of these costs are
provided in the Glossary section on page 175.
The Group has recognised a credit under the Research and Development Expenditure Credit (RDEC) scheme for qualifying R&D
expenditure in the year presented in other income of £4.1m.
Foreign exchange gain recognised through the income statement of £0.4m (2024: loss of £0.5m) was recognised through other
2025 | 2024 | |
£m | £m | |
| Audit fees in respect of the audit of the financial statements of the | 0.9 | 0.9 |
Company and the consolidated financial statements | ||
Audit and other assurance services¹ | 0.2 | 0.1 |
Total charge | 1.1 | 1.0 |
2025 | 2024 | |
£m | £m | |
Impairment | 15.2 | 4.5 |
Onerous properties | (0.4) | 1.7 |
Restructuring | 2.7 | 0.8 |
Total charge | 17.5 | 7.0 |
The Group performed a strategic optimisation review and identified Mozo Pty Ltd, an Australian price comparison subsidiary acquired in
2021, having been impacted by macroeconomic challenges, and being sub-scale in its market, was no longer contributing to the overall
strategy of the Group. An impairment charge related to goodwill and acquired intangible assets of £15.2m is recognised in exceptional
costs. Mozo formed part of the B2C cash generating unit.
Exceptional items also include a £0.4m credit relating to properties which became onerous and were treated as exceptional in prior
years and a £2.7m charge relating to redundancy costs in line with our ongoing group wide programme to create an efficient and
sustainable operating model.
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Future plc
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Wages and salaries | 177.6 | 0.9 | 179.2 | 0.9 |
Social security costs | 19.1 | − | 16.8 | − |
Other pension costs | 5.7 | − | 5.4 | − |
Share schemes: | ||||
Value of employees’ services¹ | 5.5 | − | 8.3 | − |
Employer's social security costs on share options | − | − | 0.9 | − |
Total employee costs | 207.9 | 0.9 | 210.6 | 0.9 |
1 In the current year, £5.5m relates to equity-settled share-based payments (2024: £8.3m).
Group | Group | |
2025 | 2024 | |
Key management personnel compensation | £m | £m |
Salaries and other short-term employee benefits | 1.7 | 0.9 |
Post employment benefits | 0.1 | 0.1 |
Share schemes: | ||
- Value of employees’ services | 0.8 | (0.4) |
- Employer's social security costs on share options | − | − |
Total employee costs | 2.6 | 0.6 |
Key management personnel are deemed to be the members of the Board of Future plc. It is this Board which has responsibility for
planning, directing and controlling the activities of the Group.
Jon Steinberg, Kevin Li-Ying and Sharjeel Suleman (2024: Jon Steinberg, Penny Ladkin-Brand and Sharjeel Suleman) were paid by Future
Publishing Limited, a subsidiary company, for their services. In 2025 the Company recognised salaries recharged by Future Publishing
Limited in respect of Kevin Li Ying, £0.2m (2024: £nil), Jon Steinberg, £0.4m (2024: £0.7m), and Sharjeel Suleman, £0.3m (2024: £nil). In
Further details on the Directors’ remuneration and interests are given in the Directors’ remuneration report on pages 96 to 111. The
highest paid Director during the year was Sharjeel Suleman
(2024: Jon Steinberg) and details of his remuneration are shown on page
103.
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
Average monthly number of people (including Directors) | £m | £m | £m | £m |
Production | 2,455 | − | 2,429 | − |
Administration | 592 | 9 | 543 | 9 |
Total | 3,047 | 9 | 2,972 | 9 |
At 30 September 2025, the actual number of people employed by the Group was 2,991 (2024: 2,998). In respect of our reportable
Annual Report and Accounts 2025
Financial Statements
147
FINANCE INCOME AND COSTS
2025 | 2024 | |
£m | £m | |
Interest payable on interest-bearing loans and borrowings | (24.7) | (25.9) |
Amortisation of bank loan arrangement fees | (4.1) | (3.9) |
Interest payable on lease liabilities | (1.6) | (1.8) |
Unwind of discount on contingent consideration | (0.3) | (0.2) |
Total finance costs | (30.7) | (31.8) |
Interest receivable from cash held on deposit | 0.6 | 1.2 |
Interest receivable on lease receivables | 0.1 | 0.1 |
Total finance income | 0.7 | 1.3 |
Net finance costs | (30.0) | (30.5) |
The tax charged in the consolidated income statement is analysed below:
2025 | 2024 | |
£m | £m | |
Corporation tax | ||
Current tax on the profit for the year | 34.4 | 45.8 |
Adjustments in respect of previous years | (1.9) | (7.9) |
Current tax charge | 32.5 | 37.9 |
Deferred tax origination and reversal of temporary differences | ||
Current year gain | (8.5) | (20.9) |
Adjustments in respect of previous years | 1.6 | 9.4 |
Deferred tax credit | (6.9) | (11.5) |
Total tax charge | 25.6 | 26.4 |
148
Future plc
The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are
explained below:
2025 | 2024 | |
£m | £m | |
Profit before tax | 91.9 | 103.2 |
Profit before tax at the standard UK tax rate of 25% | 23.1 | 25.8 |
Expenses not deductible for tax purposes | 0.9 | 0.1 |
Provision for uncertain tax positions | (0.5) | (3.9) |
Other permanent differences | (1.1) | − |
Non-deductible amortisation | 3.1 | 1.7 |
Share-based payments | 0.4 | 0.1 |
Effect of different rates of subsidiaries operating in other jurisdictions | 0.2 | 1.1 |
Adjustments in respect of previous years | (0.5) | 1.5 |
Total tax charge | 25.6 | 26.4 |
A reconciliation between the statutory and adjusted tax charge is provided in the Glossary section on page 175.
The Directors have assessed the Group’s uncertain tax positions and have recorded a provision of £0.9m (2024: £1.4m). The provision
for uncertain tax positions has been recognised under IAS 12, taking into account the guidance published in IFRIC 23. Further
information is given in the accounting policies section on page 139. The adjusted tax charge takes into account amortisation of acquired
intangible assets.
The IASB amends the scope of IAS 12 to clarify that the Standard applies to income taxes arising from tax law enacted or substantively
enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum
top-up taxes described in those rules.
The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would
neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.
The Group has considered the expected impact of the global minimum tax rules on the FY 2025 tax position using FY 2023 and FY 2024
financial information and concludes that the income inclusion rule is expected to apply. The application of the transitional safe harbour is
2025 | 2024 | |
Equity dividends | £m | £m |
Number of shares in issue at end of period (million) | 100.0 | 112.1 |
Dividends paid in year (pence per share) | 3.4 | 3.4 |
Dividends paid in year (£m) | 3.7 | 3.9 |
Final dividends are recognised in the period in which they are approved.
On 3 December 2025 the Board proposed a dividend of 17.0 p per share, totalling an estimated £16.2 m, in respect of the year ended 30
September 2025, which subject to shareholder consent at the AGM, will be paid on 11 February 2026 to shareholders on the register at
close of business on 15 January 2026.
Annual Report and Accounts 2025
Financial Statements
149
Earnings per ordinary share | 2025 | 2024 |
Profit attributable to owners of the parent (£m) | 66.3 | 76.8 |
Weighted average number of shares in issue during the year | 105,792,764 | 114,355,263 |
Dilution (number of shares) | 953,085 | 696,450 |
Diluted weighted average number of shares in issue during the year | 106,745,849 | 115,051,713 |
Basic earnings per share (p) | 62.7 | 67.2 |
Diluted earnings per share (p) | 62.1 | 66.8 |
Basic earnings per share are calculated using the weighted average number of ordinary shares in issue during the year. Diluted earnings
per share have been calculated by taking into account the dilutive effect of shares that would be issued on conversion into ordinary
shares of awards held under employee share schemes.
Equipment, | |||||
Land and | Plant and | fixtures and | Right-of-use | ||
buildings | machinery | fittings | lease assets | Total | |
£m | £m | £m | £m | £m | |
Cost | |||||
At 30 September 2023 | 6.4 | 14.1 | 2.7 | 65.2 | 88.4 |
Additions | 0.8 | 1.9 | 0.1 | 2.9 | 5.7 |
Disposals | − | − | − | (0.6) | (0.6) |
Exchange adjustments | (0.2) | (0.2) | (0.1) | (2.0) | (2.5) |
At 30 September 2024 | 7.0 | 15.8 | 2.7 | 65.5 | 91.0 |
Additions | 1.1 | 2.2 | − | 0.3 | 3.6 |
Exchange adjustments | − | − | − | (0.1) | (0.1) |
At 30 September 2025 | 8.1 | 18.0 | 2.7 | 65.7 | 94.5 |
Accumulated depreciation | |||||
At 30 September 2023 | (4.8) | (11.5) | (2.3) | (35.4) | (54.0) |
Charge for the year | (0.2) | (2.3) | (0.1) | (3.9) | (6.5) |
Disposals | − | − | − | 0.5 | 0.5 |
Impairment | − | − | − | (0.2) | (0.2) |
Exchange adjustments | 0.1 | 0.2 | − | 1.7 | 2.0 |
At 30 September 2024 | (4.9) | (13.6) | (2.4) | (37.3) | (58.2) |
Charge for the year | (0.7) | (1.6) | (0.3) | (4.3) | (6.9) |
Exchange adjustments | − | − | − | 0.1 | 0.1 |
At 30 September 2025 | (5.6) | (15.2) | (2.7) | (41.5) | (65.0) |
Net book value at 30 September 2025 | 2.5 | 2.8 | − | 24.2 | 29.5 |
Net book value at 30 September 2024 | 2.1 | 2.2 | 0.3 | 28.2 | 32.8 |
Net book value at 30 September 2023 | 1.6 | 2.6 | 0.4 | 29.8 | 34.4 |
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Other | |||||||||
Publishing | Customer | Advertiser | acquired | Non-acquired | |||||
Goodwill | rights | Brands | relationships | Subscribers | relationships | intangibles | intangibles | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
Cost | |||||||||
At 30 September 2023 | 1,320.3 | 90.6 | 497.2 | 63.5 | 81.6 | 21.1 | 44.0 | 67.2 | 2,185.5 |
Other additions | − | − | − | − | − | − | − | 11.1 | 11.1 |
Exchange adjustments | (45.7) | (0.2) | (13.0) | (1.5) | (4.2) | (1.6) | (1.2) | (1.1) | (68.5) |
At 30 September 2024 | 1,274.6 | 90.4 | 484.2 | 62.0 | 77.4 | 19.5 | 42.8 | 77.2 | 2,128.1 |
Additions through business combinations | 2.8 | − | − | − | − | − | 6.5 | − | 9.3 |
Other additions | − | − | − | − | − | − | − | 12.9 | 12.9 |
Disposals | − | (0.1) | − | − | − | − | − | − | (0.1) |
Exchange adjustments | (1.8) | − | (0.7) | (0.3) | (0.3) | (0.1) | (0.2) | (0.3) | (3.7) |
At 30 September 2025 | 1,275.6 | 90.3 | 483.5 | 61.7 | 77.1 | 19.4 | 49.1 | 89.8 | 2,146.5 |
Accumulated amortisation and impairment | |||||||||
At 30 September 2023 | (266.7) | (36.1) | (88.8) | (30.6) | (25.6) | (4.5) | (36.2) | (57.6) | (546.1) |
Charge for the year | − | (5.9) | (32.3) | (13.4) | (9.3) | (1.6) | (4.2) | (10.4) | (77.1) |
Impairment | − | (0.5) | (4.0) | − | − | − | − | − | (4.5) |
Exchange adjustments | 3.8 | 0.3 | 3.9 | 1.0 | 1.8 | 0.3 | 1.0 | 1.2 | 13.3 |
At 30 September 2024 | (262.9) | (42.2) | (121.2) | (43.0) | (33.1) | (5.8) | (39.4) | (66.8) | (614.4) |
Charge for the year | − | (5.8) | (26.2) | (4.8) | (9.3) | (1.5) | (5.7) | (11.1) | (64.4) |
Impairment | (12.4) | − | (1.6) | − | − | − | (1.2) | − | (15.2) |
Disposals | − | 0.1 | − | − | − | − | − | − | 0.1 |
Exchange adjustments | 0.1 | − | 0.4 | − | 0.2 | − | 0.2 | 0.2 | 1.1 |
At 30 September 2025 | (275.2) | (47.9) | (148.6) | (47.8) | (42.2) | (7.3) | (46.1) | (77.7) | (692.8) |
Net book value at 30 September 2025 | 1,000.4 | 42.4 | 334.9 | 13.9 | 34.9 | 12.1 | 3.0 | 12.1 | 1,453.7 |
Net book value at 30 September 2024 | 1,011.7 | 48.2 | 363.0 | 19.0 | 44.3 | 13.7 | 3.4 | 10.4 | 1,513.7 |
Net book value at 30 September 2023 | 1,053.6 | 54.5 | 408.4 | 32.9 | 56.0 | 16.6 | 7.8 | 9.6 | 1,639.4 |
| Useful economic lives | 5-15 | 3-20 | 8-10 | 7-11 | 9-15 | 3-10 | 2 | ||
years | years | years | years | years | years | years |
policy on page 139 for further details. The other acquired intangibles category in the table above includes assets relating to customer lists,
content and websites.
Included within the summary of acquired intangible assets above are the following individually material assets:
- GoCo brand acquired in February 2021, with a net book value (‘NBV’) at 30 September 2025 of £203.3m, a useful economic life (‘UEL’)
of 20 years and remaining amortisation period of 15.5 years (2024: £216.2m, UEL of 20 years and remaining amortisation period of 16.5
years);
- Publishing rights relating to TV Weekly magazines, acquired as part of the TI Media acquisition in April 2020 with a NBV at 30 September
2025 of £17.6m with a UEL of 15 years and remaining amortisation period of 9.5 years (2024: £19.4m with a UEL of 15 years and remaining
amortisation period of 10.5 years);
- Dennis Brand acquired in October 2021, with a NBV at 30 September 2025 of £21.9m, UEL of 20 years and remaining amortisation period
of 16 years (2024: £23.3m, UEL of 20 years and remaining amortisation period of 17 years);
- Dennis subscriber relationships acquired in October 2021, with a NBV at 30 September 2025 of £19.5m, a UEL of 11 years and remaining
amortisation period of 7 years (2024: £22.3m, UEL of 11 years and remaining amortisation period of 8 years);
Annual Report and Accounts 2025
Financial Statements
151
- The Week US brand acquired in October 2021, with a NBV at 30 September 2025 of £28.3m, a UEL of 20 years and remaining
amortisation period of 16 years (2024: £30.2m, UEL of 20 years and remaining amortisation period of 17 years);
- The Week US subscriber relationships acquired in October 2021, with a NBV at 30 September 2025 of £8.4m, a UEL of 7 years and
remaining amortisation period of 3 years (2024: £11.1m, a UEL of 7 years and remaining amortisation period of 4 years);
- Kiplinger brand acquired in October 2021, with a NBV at 30 September 2025 of £18.7m, a UEL of 20 years and remaining amortisation
period of 16 years (2024: £19.8m, UEL of 20 years and remaining amortisation period of 17 years);
- Kiplinger subscriber relationships acquired in October 2021, with a NBV at 30 September 2025 of £5.5m, a UEL of 7 years and remaining
amortisation period of 3 years (2024: £7.3m, a UEL of 7 years and remaining amortisation period of 4 years);
- Who What Wear brand acquired in June 2022, with a NBV at 30 September 2025 of £24.1m, a UEL of 15 years and remaining amortisation
period of 11.75 years (2024: £26.2m, a UEL of 15 years and remaining amortisation period of 12.75 years); and
- Who What Wear advertising relationships acquired in June 2022, with a NBV at 30 September 2025 of £8.3m, a UEL of 13 years and
remaining amortisation of 9.75 years (2024: £9.2m, a UEL of 13 years and remaining amortisation of 10.75 years).
digital wallet that allows users to consolidate their insurance policies in one place, and Kwizly, (£0.6m) an audience engagement tool
provider. Refer to note 31 for further details on acquisitions.
Any residual amount arising as a result of the purchase consideration being in excess of the value of acquired assets is recorded as
goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing at least annually or more frequently on the occurrence
of some triggering event. Goodwill is recorded and tested for impairment on a territory by territory basis. Non-acquired intangibles relate to
capitalised software costs and website development costs which are internally generated.
The Group performed its impairment testing as of 31 July 2025 and concluded no reasonably possible change in assumptions would result
in an impairment.
Subsequently to 31 July 2025, the Group performed a strategic optimisation review and identified Mozo Pty Ltd, an Australian price
comparison subsidiary acquired in 2021, having been impacted by macroeconomic challenges, and being sub-scale in its market, was not
contributing to the overall strategy of the Group.
As a result, the Group determined that there was evidence of possible impairment and
an additional impairment test was performed. An impairment charge of £15.2m, comprised of £12.4m goodwill and £2.8m intangibles, was
recognised. Mozo formed part of the B2C CGU.
Further assessment was made to identify any additional indicators of impairment during the remaining two months of the year to 30 September
2025, with no further indicators identified. Amortisation is included within net operating expenses in the consolidated income statement.
The Group conducted an impairment review of its intangible assets, aside from Mozo as mentioned above, no further impairment is
Impairment assessments for goodwill
A goodwill impairment review for the group CGUs was conducted on 31 July 2025. The assumptions used in this review were based on
information available as of that date.
The net book value of goodwill at 30 September 2025 consists of £570.3m (31 July 2024: £612.2m) relating to B2C, £65.7m (31 July 2024:
£69.6m) relating to the B2B and £364.4m (31 July 2024: £361.2m) relating to GoCo. The basis for calculating recoverable amounts is
described in the accounting policies on page 139.
Trends in the economic and financial environment, competition and regulatory authorities’ decisions, or changes in competitor behaviour
in response to the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in the political,
economic or legal systems of some countries.
From 1 October 2024, the Executive Directors consider the performance of the business from a divisional perspective of B2C, Go.Compare
and B2B. Subsquently, as detailed in the accounting policies on page 140, the divisional sectors, B2C, Go.Compare and B2B, are considered
to be the smallest group of cash generating units (‘CGU’) which independently generate cashflows and at which goodwill is monitored.
Impairment testing has therefore been performed at this level as goodwill cannot be monitored at a lower level than that allowed by
operating segments.
Adjusted EBITDA has been used in the value in use calculation as it best reflects the cash profits generated by the CGUs. Adjustment has
been made for other items, such as lease expenses, which are not included within EBITDA following the adoption of IFRS 16 in prior years. A
152
Future plc
Other assumptions that influence estimated recoverable amounts are set out below:
2025 | B2C | Go.Compare | B2B |
Value in use | Value in use | Value in use | |
Basis of recoverable amount Source used | Three-year plans | Three-year plans | Three-year plans |
Discounted cash flow | Discounted cash flow | Discounted cash flow | |
Growth rate to perpetuity | 1.0% | 2.0% | 2.0% |
Adjusted EBITDA margins | 22.0% to 22.9% | 37.0% to 39.6% | 25.3% to 28.3% |
Post-tax discount rate | 10.0% | 10.7% | 10.4% |
Pre-tax discount rate | 13.5% | 13.3% | 13.9% |
2024 | B2C | Go.Compare | B2B |
Value in use | Value in use | Value in use | |
Basis of recoverable amount Source used | Three-year plans | Three-year plans | Three-year plans |
Discounted cash flow | Discounted cash flow | Discounted cash flow | |
Growth rate to perpetuity | 1.9% | 1.7% | 2.0% |
Adjusted EBITDA margins | 25.6% to 26.4% | 38.8% to 40.4% | 32.6% to 38.4% |
Post-tax discount rate | 10.1% | 9.7% | 10.0% |
Pre-tax discount rate | 14.0% | 12.9% | 13.9% |
Management has determined the values assigned to each of the above key assumptions as follows:
Assumption | Approach used to determining values |
Growth rate to perpetuity | This is the growth rate used to extrapolate cash flows beyond the period of the three-year plan to five years. The rates are consistent |
with forecast GDP growth for the relevant jurisdictions and are supported by the Group's long term average annual growth rate. | |
Adjusted EBITDA | 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. |
2025 | 2024 | |
Company | £m | £m |
Shares in Group undertakings | ||
At 1 October | 1,366.8 | 1,311.1 |
Additions | 5.5 | 55.7 |
At 30 September | 1,372.3 | 1,366.8 |
Prior additions of £47.4m were attributable to capitalisation of amounts owed to the Company by other Group companies.
In 2025, additions of £5.5m (2024: £8.3m) were wholly attributable to the fair value of share-based compensation awards granted to
employees of subsidiary undertakings of Future Holdings 2002 Limited.
The Directors believe that the carrying values of the investments are supported by their underlying assets. An impairment assessment has
Annual Report and Accounts 2025
Financial Statements
153
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 30 September 2023 | (128.3) | 1.7 | 14.2 | 4.7 | 0.5 | (107.2) |
Acquisitions | (0.2) | − | − | (0.1) | − | (0.3) |
Credited/(charged) to income statement | 9.3 | 1.4 | 1.5 | (0.2) | (0.5) | 11.5 |
Credited to equity | − | 0.1 | 1.5 | − | − | 1.6 |
Exchange adjustment | 2.5 | − | (1.5) | (0.1) | − | 0.9 |
At 30 September 2024 | (116.7) | 3.2 | 15.7 | 4.3 | − | (93.5) |
Acquisitions | (1.6) | − | (0.2) | 0.1 | − | (1.7) |
Credited/(charged) to income statement | 13.8 | (0.2) | (5.3) | (1.4) | − | 6.9 |
Credited/(charged) to equity | − | (0.5) | 0.6 | − | − | 0.1 |
Exchange adjustment | 0.3 | (0.1) | − | − | − | 0.2 |
At 30 September 2025 | (104.2) | 2.4 | 10.8 | 3.0 | − | (88.0) |
The Australian jurisdiction had a deferred tax asset position of £0.4m, being £0.2m of intangible assets and £0.2m of temporary
differences. The UK and US jurisdictions had a combined deferred tax liability position of £88.4m.
Of the temporary differences,
£10.1m relates to US interest (2024: £11.6m). Certain deferred tax assets and liabilities will reverse within 12
months of the year end. The following sets out the expected reversal profile:
Intangible | Share-based | Temporary | Depreciation vs | ||
assets | payments | differences | tax allowances | Total | |
£m | £m | £m | £m | £m | |
Within one year | (8.9) | 0.8 | 0.5 | 0.5 | (7.1) |
More than one year | (95.3) | 1.6 | 10.3 | 2.5 | (80.9) |
At 30 September 2025 | (104.2) | 2.4 | 10.8 | 3.0 | (88.0) |
As at 30 September 2025 the Group has unrecognised capital losses totalling £13.8m (2024: £13.8m) and unrecognised unutilised non-
trade loan relationship deficits totalling £1.2m (2024: £1.2m). These all arise in the UK. The Group has unrecognised trade losses arising on
acquisition of £0.4m.
Deferred tax assets have been recognised in respect of tax losses and other temporary differences where it is probable that these assets
will be recovered.
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Restated | ||||
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Non-current assets: | ||||
Amounts owed by Group undertakings | − | − | − | 79.3 |
Current assets: | ||||
Trade receivables | 65.8 | − | 74.6 | − |
Allowance for impairment of trade receivables | (5.5) | − | (8.6) | − |
Trade receivables net | 60.3 | − | 66.0 | − |
Amounts owed by Group undertakings | − | 83.5 | − | − |
Other receivables | 4.5 | − | 5.6 | − |
Prepayments | 19.0 | − | 19.7 | − |
Contract assets | 21.3 | − | 24.0 | − |
Total | 105.1 | 83.5 | 115.3 | 79.3 |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Trade receivables are
presented net of magazine returns provision of £44.1m (2024: £42.5m).
The Company recognises amounts owed by Group undertakings. These amounts are unsecured, have no fixed date of repayment and
are repayable on demand.
The Group applies the simplified approach to recognise lifetime credit losses for trade receivables. Expected credit losses are only
provided for on trade receivables, and are not calculated on contract assets. Due to the short term nature, contract assets are deemed
low risk.
The movement in the Group allowance for impairment of trade receivables during the year is as follows:
Group | Group | |
2025 | 2024 | |
Provision | £m | £m |
At 1 October | 8.6 | 4.5 |
Impairment losses recognised on trade receivables: | ||
Provided for in the year | 1.5 | 6.5 |
Utilisation and release of provision | (4.6) | (1.7) |
Foreign exchange movement | − | (0.7) |
At 30 September | 5.5 | 8.6 |
The Group measures expected credit losses by performing impairment analysis at each reporting date. Expected credit losses are
recognised unless the Group is satisfied that no recovery of the amount owing is possible, at which point the amounts considered
irrecoverable are written off against the trade receivable directly. The primary indicator that the debt is irrecoverable is the customers
liquidation but there are also instances where legal proceedings and/or debt recovery have not succeeded. Receivables written off
during the year include amounts provided for in full on prior acquisitions.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for
all trade receivables. To measure the expected credit losses trade receivables are grouped by trading subsidiaries. The expected losses
are based on historical credit losses, as current understanding of customer behaviour and macro-economic trends provide comfort
that historic activity is representative of the current portfolio behaviours, for the 24 months in the period to 30 September 2025.
Additionally, in 2025 we have released a provision of £2.0m previously held for a specific US magazine distributor, which had suspended
payments pending their refinancing at the end of FY 2024. These debtor balances were subsequently recovered in FY 2025 and so the
provision was released. There was also a £0.7m decrease (2024: £2.0m increase) in the provision, relating to aged receivables in the
B2C and B2B segments. The expected credit loss provision therefore reflects the net exposure to credit losses after accounting for the
expected benefits from the insurance coverage.
Annual Report and Accounts 2025
Financial Statements
155
The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:
2025 | Current | 0-30 days | 31-60 days | 61-90 days | 90+ days | Total |
Gross carrying amount of trade receivables (£m) | 55.0 | 0.8 | 1.9 | 1.5 | 4.6 | 63.8 |
Allowance for impairment of trade receivables (£m) | 0.7 | 0.1 | 0.4 | 0.7 | 3.6 | 5.5 |
Expected loss rate | 1.3% | 12.5% | 21.1% | 46.7% | 78.3% |
2024 | Current | 0-30 days | 31-60 days | 61-90 days | 90+ days | Total |
Gross carrying amount of trade receivables (£m) | 58.4 | 6.0 | 2.5 | 2.8 | 4.9 | 74.6 |
Allowance for impairment of trade receivables (£m) | 2.5 | 0.7 | 0.6 | 1.6 | 3.2 | 8.6 |
Expected loss rate | 4.3% | 11.7% | 24.0% | 57.1% | 65.3% |
Credit checks are required for both new and existing accounts where trading exceeds a risk based de minimis threshold. Default credit
terms range between 30 and 60 days depending on the geography and revenue stream but can be extended for commercial reasons.
Credit risk management will take the final decision on customer credit and extension credit terms after considering the following factors;
trading history to date, credit status of the customer, deal profitability and any other relevant commercial factors. The Group holds trade
credit insurance policies covering a significant portion of its trade receivables portfolio. These policies are considered integral to the terms
of the receivables for IFRS 9 purposes.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group
does not hold any collateral as security for trade receivables. All the Company’s receivables are with Group undertakings. Amounts due
from Group undertakings are stated at amortised cost including a provision for expected credit losses. For the purpose of impairment
assessment, amounts due from group undertakings are considered low credit risk and therefore, the Company measures the provision
at an amount equal to 12-month expected credit losses. Impairment provision is not material to the financial statements. The Company
is covered by the Group’s liquidity arrangements hence the probability of default is insignificant. Interest on £79.4m (2024: £75.3m) of
the amounts owed by Group undertakings has been charged at the Secured Overnight Financing Rate (‘SOFR’) plus 2%. The balance of
Cash and cash equivalents include the following for the purposes of the cash flow statements:
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Cash at bank | 27.6 | 0.9 | 39.7 | 0.2 |
The decrease in cash is principally due to the share buyback programme which was £95.8m (see note 23 for further detail) and the purchase of
£7.0m of shares into the Employee Benefit Trust in the year (see note 25 for further detail).
The Group has a number of authorised counterparties with whom cash balances are held in the countries in which the Group operates. Credit risk
is minimised by considering the credit standing of all potential counterparties before selecting them by the use of external credit ratings. Over
99.9% of the Group’s cash and cash equivalent balance was held with counterparties with a minimum S&P credit rating of A-. The Group monitors
the exposure, credit rating and outlook of all financial counterparties on a regular basis.
156
Future plc
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Current liabilities | ||||
Trade payables | 27.7 | − | 20.6 | − |
Amounts owed to Group undertakings | − | 259.0 | − | − |
Other taxation and social security | 7.5 | 0.1 | 4.4 | − |
Global sales tax | 0.8 | − | 11.3 | − |
Other payables | 5.6 | 0.2 | 14.8 | 0.2 |
Accruals | 50.8 | 6.3 | 70.6 | 8.8 |
Total current liabilities | 92.4 | 265.6 | 121.7 | 9.0 |
Non-current liabilities | ||||
Amounts owed to Group undertakings | − | 49.6 | − | 202.1 |
Total | 92.4 | 315.2 | 121.7 | 211.1 |
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk
management policies in place to ensure all payables are paid within the agreed credit terms. Included within other payables in 2024 was a
one-off VAT liability of £11.5m (2025: £nil) which has been settled during the year.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
The Company recognises amounts owed to Group undertakings. These amounts are unsecured, have no fixed date of repayment and are
Interest rate at | Interest rate at | Group | Company | Group | Company | ||
Variable rate | 30 September | 30 September | 2025 | 2025 | 2024 | 2024 | |
Non-current liabilities | benchmark | 2025 | 2024 | £m | £m | £m | £m |
Export development guarantee term facility* | SONIA | − | 6.39% | − | − | 276.2 | 276.2 |
Senior unsecured bond | N/A | 6.75% | − | 296.6 | 296.6 | − | − |
Revolving credit facility | SONIA | 5.97% | − | 7.4 | 7.4 | − | − |
Total | 304.0 | 304.0 | 276.2 | 276.2 |
Interest rate at | Interest rate at | Group | Company | Group | Company | |
30 September | 30 September | 2025 | 2025 | 2024 | 2024 | |
Current liabilities | 2025 | 2024 | £m | £m | £m | £m |
Export development guarantee term facility* | − | 6.39% | − | − | 20.0 | 20.0 |
*Rate is after accounting for the impact of interest rate swaps
Annual Report and Accounts 2025
Financial Statements
157
The interest-bearing liabilities are repayable as follows:
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Within one year | − | − | 20.0 | 20.0 |
Between one and two years | − | − | 130.0 | 130.0 |
Between two and five years | 304.0 | 304.0 | 146.2 | 146.2 |
Total | 304.0 | 304.0 | 296.2 | 296.2 |
In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £6.0m (2024: £3.9m).
The Group refinanced its entire capital structure during the year.
The previous RCF of £350.0m, maturing July 2026, was refinanced with a
£300m RCF, maturing May 2029,
with two, 1-year extension options subject to lender consent.
The Group’s £300.0m Export Development
Guarantee Facility, maturing November 2027, was refinanced with a £300.0m 5-year non-call 2 (“5NC2”) senior unsecured bond. The instrument
carries a fixed coupon of 6.75% per annum, payable semi-annually in arrears, and matures in July 2030. The bond is callable at the issuer’s option
after the second anniversary of issuance according to the following schedule:
Year 3: Redeemable at par plus 50 % of the annual coupon,
Year 4: Redeemable at par plus 25 % of the annual coupon, and
Year 5: Redeemable at par.
This stepped call structure provides flexibility for the Group to optimise its capital structure.
The new facilities significantly extend the maturity
of the Group’s debt.
At 30 September 2025, 48.3% (£290.0m of £600.0m) of the Group’s facilities remained undrawn (30 September 2024: 53.8% (£350.0m of
£650.0m) undrawn).
All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants. The RCF has
a variable interest margin payable that is linked to a ratchet mechanism, subject to a minimum margin, as the Group’s leverage covenant changes.
This margin ranges between between 1.75% and 3.00%.
The key covenants for all facilities are set out in the glossary section on page 177.
The Group remains comfortably within all covenant
requirements.
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Other financial liability | − | − | 12.2 | 12.2 |
The other financial liability relates to an obligation at 30 September 2024 for the Group to purchase its own shares under the terms of its
buyback agreement. The share buyback concluded on 21 October 2024. On 1 August 2025 a new share buyback programme commenced.
The share buyback agreement includes no obligation to purchase own shares under the terms of the buyback agreement. Therefore, no
financial liability is recognised for purchase of
Property | Restructuring | Other | Total | |
£m | £m | £m | £m | |
At 30 September 2023 | 6.7 | − | 0.5 | 7.2 |
Charged/(released) in the year | 1.2 | − | 0.4 | 1.6 |
Utilised in the year | (3.4) | − | (0.7) | (4.1) |
At 30 September 2024 | 4.5 | − | 0.2 | 4.7 |
Charged/(released) in the year | (0.4) | 2.7 | (0.1) | 2.2 |
Utilised in the year | (0.9) | (1.0) | − | (1.9) |
At 30 September 2025 | 3.2 | 1.7 | 0.1 | 5.0 |
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Future plc
The provision for property relates to dilapidations and obligations under short leasehold agreements on vacant property. The majority of the
vacant property provision is expected to be utilised over the next three years.
In the year ended 30 September 2025, the Group has undertaken a significant rationalisation programme which has resulted in the
redundancy of a number of employees in the Group. Restructuring costs currently provided are expected to be fully utilised over the next 12
months.
Provisions for the Company were £nil (2024: £nil).
Property | Restructuring | Other | Total | |
£m | £m | £m | £m | |
Current | − | 1.7 | − | 1.7 |
Non-current | 3.2 | − | 0.1 | 3.3 |
Total at 30 September 2025 | 3.2 | 1.7 | 0.1 | 5.0 |
Group | Group | |
2025 | 2024 | |
£m | £m | |
Current lease liabilities | 5.6 | 8.4 |
Non-current lease liabilities | 27.7 | 29.8 |
Total lease liabilities | 33.3 | 38.2 |
The Group leases various offices, the right-of-use assets relating to leases are shown within note 11. The current year interest expense on
lease liabilities
(see note 7) was £1.6m (2024: £1.8m). Total cash outflow for leases for the year ended 30 September 2025 was £7.7m (2024:
Financial instruments by category
During the year, the Group refinanced it’s EDG facility with a 5NC2 senior unsecured bond at a fixed rate of 6.75%.
The following table presents the Group’s financial assets and liabilities that are measured at fair value at 30 September 2025:
2025 | |||||
Amortised | Fair value through | Total carrying | Total fair | ||
cost | profit and loss | value | value | ||
Group | Note | £m | £m | £m | £m |
Finance lease receivable | 3.6 | - | 3.6 | 3.6 | |
Trade receivables net | 15 | 60.3 | - | 60.3 | 60.3 |
Other receivables & contract assets | 15 | 25.8 | - | 25.8 | 25.8 |
Cash and cash equivalents | 16 | 27.6 | - | 27.6 | 27.6 |
Total financial assets | 117.3 | - | 117.3 | 117.3 | |
Trade payables | 17 | (27.7) | - | (27.7) | (27.7) |
Other liabilities & accruals | 17 | (56.4) | - | (56.4) | (56.4) |
Contingent consideration | 31 | - | (4.6) | (4.6) | (4.6) |
Current and non-current borrowings | 18 | (304.0) | - | (304.0) | (304.0) |
Lease liabilities | 21 | (33.3) | - | (33.3) | (33.3) |
Total financial liabilities | (421.4) | (4.6) | (426.0) | (426.0) |
Annual Report and Accounts 2025
Financial Statements
159
2024 | |||||
Amortised | Fair value through | Total carrying | Total fair | ||
cost | profit 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 & accruals | (101.1) | − | (101.1) | (101.1) | |
Financial liabilities - derivative | 18 | − | (1.4) | (1.4) | (1.4) |
Other financial liability | 19 | (12.2) | − | (12.2) | (12.2) |
Non-current borrowings | (296.2) | − | (296.2) | (296.2) | |
Lease liabilities | 21 | (38.2) | − | (38.2) | (38.2) |
Total financial liabilities | (468.3) | (1.4) | (469.7) | (469.7) |
The Group uses financial instruments where appropriate to raise funding for its operations and to manage the financial risks arising from
those operations. The agreements governing the principal instruments entered into were approved by the Board.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, provide returns and
benefits for shareholders.
The principal financing and treasury exposures faced by the Group arise from foreign currencies, working capital management, the
financing of capital expenditure and acquisitions, the management of interest rates on the Group’s debt, the investment of surplus cash
and the management of the Group’s debt facilities. The Group manages all of these exposures with an objective of remaining within
covenant ratios agreed with the Group’s banks, and the Group has been in compliance with its covenants during the year. These ratios are
disclosed in the Glossary on page 177.
Fair values
The carrying value of financial instruments measured at amortised cost approximates their fair value.
2025 | 2024 | |||
| Level 2 | Level 3 | Level 2 | Level 3 | |
| Financial asset | Fair value | Fair value | Fair value | Fair value |
£m | £m | £m | £m | |
Asset | ||||
Financial asset - derivatives | − | − | 1.4 | − |
Liabilities | ||||
Financial liability - derivatives | − | − | (1.4) | − |
Contingent consideration | − | (4.6) | − | − |
IFRS 13 Fair Value Measurement requires that the classification of financial instruments at fair value be determined by reference to the
source of inputs used to derive the fair value. The classification uses the following three-level hierarchy:
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.
The valuation technique used to measure the fair value of the derivatives is discounted cash flows.
There have been no transfers between levels during the year to 30 September 2025 (30 September 2024: none).
160
Future plc
Contingent consideration
At 30 September 2025 there was contingent consideration payable of £4.6m relating to the acquistion of RNWL Ltd (see note 31).
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 | ||||||||
| Net financial | |||||||||
| Floating | Non-interest | Floating | Non-interest | (liabilities)/ | |||||
rate | Fixed rate | bearing | Total | rate | Fixed rate | bearing | Total | assets | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 30 September 2025 | |||||||||
Currency: | |||||||||
Sterling | 15.5 | − | 28.8 | 44.3 | (7.4) | (296.6) | (92.9) | (396.9) | (352.6) |
US Dollar | 9.3 | − | 51.3 | 60.6 | − | − | (25.7) | (25.7) | 34.9 |
Euro | 1.4 | − | 3.1 | 4.5 | − | − | (1.3) | (1.3) | 3.2 |
AUS Dollar | 1.1 | − | 2.5 | 3.6 | − | − | (1.2) | (1.2) | 2.4 |
Other | 0.3 | − | 4.0 | 4.3 | − | − | (0.9) | (0.9) | 3.4 |
Total | 27.6 | − | 89.7 | 117.3 | (7.4) | (296.6) | (122.0) | (426.0) | (308.7) |
At 30 September 2024 | |||||||||
Currency: | |||||||||
Sterling | 31.1 | 1.4 | 45.3 | 77.8 | (296.2) | (1.4) | (146.8) | (444.4) | (366.6) |
US Dollar | 6.4 | − | 46.1 | 52.5 | − | − | (3.7) | (3.7) | 48.8 |
Euro | 0.9 | − | 1.7 | 2.6 | − | − | (4.7) | (4.7) | (2.1) |
AUS Dollar | 1.0 | − | 0.9 | 1.9 | − | − | (0.1) | (0.1) | 1.8 |
Other | 0.3 | − | 3.6 | 3.9 | − | − | (1.1) | (1.1) | 2.8 |
Total | 39.7 | 1.4 | 97.6 | 138.7 | (296.2) | (1.4) | (156.4) | (454.0) | (315.3) |
Interest rate risk
Details of the interest rates on borrowings as at 30 September 2025 are set out in note 18.
At 30 September 2025 the Group had £27.6m (2024: £39.7m) of interest-bearing assets. Borrowings issued at variable rates expose the
Group to cash flow interest rate risk. The Group evaluates its risk appetite towards interest rate risks regularly and during 2025 fixed it’s
long-term borrowings via the issuance of a 6.75% 5NC2 senior unsecured bond due 2030.
At inception of the Guaranteed Note facility,
interest rate swap agreements used to hedge the Group’s previous variable rate EDG facility were closed out.
The Group still remains
exposued to changes in cash flows due to changes in interest rates on its RCF, however drawings on this facility are expected to be variable
in nature and therefore not hedged via derivative instruments.
The Group’s exposure to interest rates on financial assets and financial liabilities is detailed in the liquidity risk section of this note.
Annual Report and Accounts 2025
Financial Statements
161
For the year ended 30 September 2025, if interest rates on net debt excluding lease liability had been on average 1.0% higher/lower,
throughout the year, with all other variables held constant, the post-tax profit would have decreased/increased by £0.3m (2024: £0.1m).
There would be no impact on equity excluding retained earnings.
Impact of hedging on equity:
Cash flow | Cash flow | |
hedge reserve | hedge reserve | |
2025 | 2024 | |
£m | £m | |
As at 1 October | - | 4.4 |
Change in fair value recognised in other comprehensive income | ||
- Interest rate swaps | 1.9 | (4.3) |
Reclassified to profit or loss as hedged item effects profit or loss | (1.9) | (1.6) |
Deferred tax impact | - | 1.5 |
As at 30 September | - | - |
Foreign exchange risk
The Group is exposed to (1) transaction foreign exchange risk arising from exchange rate fluctuations on non-functional currency trading
transactions, assets and liabilities which can impact the Groups cashflow, and (2) to translation foreign exchange risk on converting the
results, assets and liabilities of foreign operations into Sterling which can have a significant effect on the Group’s reported profits and
balance sheet. The main exposure is to movements in the US Dollar against Sterling.
The Group’s policy for managing exchange rate risk is summarised as follows:
Transaction exposure – the Group manages this by ensuring that transactions are denominated in the local functional currency of the
operating units wherever possible. Where this is not possible the use of forward contracts to hedge exposure is considered if the exposure
is considered material and sufficiently reliable,
however the Group seeks to ensure that its balance sheet positions are naturally hedged
wherever possible. The use of forward exchange contracts (or any other derivative financial instrument) is subject to authorisation by the
Board.
Where possible, any any forward exchange contracts are disignated as cash flow hedges.
Translation exposure - The Group acknowledges and accepts this risk, it does not enter into forward foreign exchange or other derivative
contracts to hedge foreign currency
translation of its overseas subsidaries.
It is estimated that, with all other variables held equal (in particular other exchange rates), a general change of 20 percent in the value of the
US Dollar against Sterling would have had the following impact on the Group’s current year profit after tax and on retained earnings:
2025 currency risks expressed in | |
USD/GBP | |
£m | |
Reasonable shift | 20% |
Impact on profit after tax if USD strengthens against GBP | (3.6) |
Impact on profit after tax if USD weakens against GBP | 3.6 |
Impact on shareholders' funds if USD strengthens against GBP | (138.6) |
Impact on shareholders' funds if USD weakens against GBP | 138.6 |
2024 currency risks expressed in | |
USD/GBP | |
£m | |
Reasonable shift | 20% |
Impact on profit after tax if USD strengthens against GBP | (4.2) |
Impact on profit after tax if USD weakens against GBP | 4.2 |
Impact on shareholders' funds if USD strengthens against GBP | 78.8 |
Impact on shareholders' funds if USD weakens against GBP | (78.8) |
The profit after tax impact reflects the foreign exchange differences that could arise following the retranslation of balances denominated
in currencies other than the functional currency of the entity to which they relate. The retained earnings impact reflects the currency
translation differences that would arise directly within other comprehensive income upon retranslation of the Group’s US subsidiaries on
consolidation. The method of estimation involves assessing the translation impact of the US dollar.
162
Future plc
The Group funds the business largely from cash flows generated from operations and long-term debt. Details of the Group’s borrowings are
disclosed in note 18.
The Group monitors and manages the cash for the Group and has maintained committed banking facilities as noted above to mitigate any
liquidity risk it may face. If necessary, inter-company loans within the Group meet short-term cash needs. The following table shows the
Group’s remaining contractual maturity for financial liabilities and derivative financial instruments. The table has been drawn up based
on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is obliged to pay, including estimated
interest payments but excluding amortisation of bank arrangement fees:
Less than | Between one | Between two | Between five | Over ten | ||
one year | and two years | and five years | and ten years | years | Total | |
2025 | £m | £m | £m | £m | £m | £m |
Trade payables | (27.7) | - | - | - | - | (27.7) |
Lease liabilities | (6.4) | (6.0) | (11.8) | (12.6) | (0.6) | (37.4) |
Contngent consideration | - | (0.2) | (4.3) | (2.4) | - | (6.9) |
Other liabilities | (56.4) | - | - | - | - | (56.4) |
Borrowings | (20.9) | (20.9) | (361.6) | - | - | (403.4) |
Total financial liabilities | (111.4) | (27.1) | (377.7) | (15.0) | (0.6) | (531.8) |
Less than | Between one | Between two | Between five | Over ten | ||
one year | and two years | and five years | and ten years | years | Total | |
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 liabilities | (12.2) | − | − | − | − | (12.2) |
Other liabilities | (101.1) | − | − | − | − | (101.1) |
Financial liabilites - derivative | − | (1.4) | − | − | − | (1.4) |
Borrowings | (39.1) | (67.0) | (247.3) | − | − | (353.4) |
Total financial liabilities | (181.4) | (74.7) | (261.6) | (13.4) | (3.0) | (534.1) |
2025 | 2024 | |||
Group and Company | No. of shares | £m | No. of shares | £m |
Allotted, authorised, issued and fully paid ordinary shares of 15p each | ||||
At 1 October | 112,088,026 | 16.8 | 119,077,135 | 17.8 |
Share buyback | (12,045,863) | (1.8) | (6,992,733) | (1.0) |
Share incentive plan matching shares | − | − | 3,624 | − |
At 30 September | 100,042,163 | 15.0 | 112,088,026 | 16.8 |
During the year ended 30 September 2025, 12.0m shares were bought back for consideration of £95.6m (2024: 7.0m shares for
Annual Report and Accounts 2025
Financial Statements
163
The income statement charge for the year for share-based payments (and related social security costs) was £5.5m (2024: £9.2m). This
charge has been included within net operating expenses.
These charges arise when employees are granted awards under the Group’s share option schemes, the Value Creation Plan (VCP),
Performance Share Plan (PSP), Deferred Annual Bonus Scheme (DABS), Share Incentive Plan (SIP) or Employee Stock Purchase Plan
(ESPP) and when employees are granted awards by the trustees of The Future plc Employee Benefit Trust (EBT). The charge equates to
the fair value of the award and has been calculated using the Monte Carlo and Black-Scholes models, using the most appropriate model for
each scheme. Assumptions have been made in these models for expected volatility, risk-free rates and dividend yields.
A reconciliation of movements in the number of options awarded under the PSP and DABS is shown below:
2025 | 2024 | |
Number of options/ | Number of options/ | |
awards | awards | |
Outstanding at 1 October | 2,920,937 | 1,392,757 |
Granted | 1,004,057 | 2,164,670 |
Share awards exercised | (580,269) | (256,138) |
Cancelled | (669,305) | (380,352) |
Outstanding at 30 September | 2,675,420 | 2,920,937 |
Exercisable at 30 September | 158,120 | 536,076 |
The weighted average share price at the date of exercise of share options and other share incentive awards during the year was £8.963
(2024: £8.313). A reconciliation of movements in the number of options awarded under the VCP is shown below:
2024 | ||
2025 | Number of options/ | |
Number of options/awards | awards | |
Outstanding at 1 October | 1,076,316 | 1,772,308 |
Cancelled | (1,076,316) | (695,992) |
Outstanding at 30 September | − | 1,076,316 |
The third VCP tranche lapsed on 30 September 2025, there are no units outstanding (2024: 1,960,000). Further details regarding the rules
of the scheme can be found on page 165.
164
Future plc
For options outstanding under the PSP and DABS at 30 September the weighted average exercise prices and remaining contractual lives
are as follows:
Weighted average remaining | ||||
Number of options/awards | contractual life in years | |||
2025 | 2024 | 2025 | 2024 | |
PSP | ||||
November 2018 | − | 51,537 | − | − |
May 2019 | − | 14,149 | − | − |
November 2019 | 15,000 | 100,709 | − | − |
February 2020 | 7,500 | 7,500 | − | − |
July 2020 | 7,500 | 10,000 | − | − |
February 2021 | 15,347 | 17,639 | − | − |
March 2021 | 1,250 | 1,250 | − | − |
May 2021 | 4,000 | 9,500 | − | − |
July 2022 | − | 1,805 | − | 1 |
September 2022 | 45,884 | 321,987 | − | 1 |
October 2022 | 7,000 | 13,000 | − | − |
December 2022 | 15,000 | 15,000 | − | − |
February 2023 | 9,000 | 30,000 | − | 1 |
April 2023 | 12,647 | 12,647 | − | 1 |
May 2023 | − | 79,545 | 1 | 2 |
October 2023 | 14,500 | 114,006 | 1 | 2 |
December 2023 (2 year) | 573,605 | 699,426 | − | 1 |
December 2023 (3 year) | 810,871 | 1,233,477 | 1 | 2 |
March 2024 | 66,106 | 66,106 | 1 | 2 |
May 2024 | 7,280 | 7,280 | 2 | 3 |
June 2024 | 1,910 | 1,910 | 1 | 2 |
July 2024 | 2,506 | 2,506 | 2 | 3 |
September 2024 | 36,465 | 36,465 | 2 | 3 |
December 2024 (1 year) | 31,829 | − | 1 | − |
December 2024 (2 year) | 17,678 | − | 2 | − |
December 2024 (3 year) | 830,053 | − | 3 | − |
May 2025 (1 year) | 3,748 | − | 1 | − |
May 2025 (2 year) | 7,978 | − | 2 | − |
May 2025 (3 year) | 78,703 | − | 3 | − |
DABS | ||||
November 2015 | 2,663 | 2,663 | − | − |
February 2022 | − | 19,993 | − | − |
December 2022 | 15,329 | 50,837 | − | 1 |
December 2024 | 34,068 | − | 2 | − |
Total outstanding at 30 September | 2,675,420 | 2,920,937 | ||
The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at 30
September 2025 is £nil (2024: £nil).
Annual Report and Accounts 2025
Financial Statements
165
The fair value per share for grants made under the PSP during the year and the assumptions used in the calculation are as follows:
2025 | |||||||
Grant date | 12 Dec 2024 | 12 Dec 2024 | 12 Dec 2024 | 21 May 2025 | 21 May 2025 | 21 May 2025 | 21 May 2025 |
| Share price at grant | £9.90 | £9.90 | £9.90 | £6.67 | £6.67 | £6.67 | £6.67 |
date | |||||||
Exercise price | − | − | − | − | − | − | − |
Vesting period (years) | 1 | 2 | 3 | 1 | 1.5 | 2.5 | 3 |
Expected volatility² | 57.24% | 57.24% | 57.24% | 57.24% | |||
Option life (years) | 1 | 2 | 3 | 1 | 2 | 3 | 3 |
Expected life (years) | 1 | 2 | 3 | 1 | 2 | 3 | 3 |
Risk-free rate | − | − | 4.02% | − | 4.02% | 4.02% | 4.02% |
Dividend yield | − | − | 0.38% | − | 0.38% | 0.38% | 0.38% |
Fair value² | £9.90 | £9.90 | £9.23 | £6.67 | £6.67 | £6.67 | £6.67 |
| Fair value - TSR | − | − | £6.55 | − | £6.55 | £6.55 | £6.55 |
element² | |||||||
| Fair value - Non market- | £9.90 | £9.90 | £9.90 | £6.67 | £6.67 | £6.67 | £6.67 |
based element |
2024 | |||||||||||||
Grant date | 11 Oct 2023 | 31 Oct 2023 21 Dec 2023 21 Dec 2023 | 1 Mar 2024 18 Mar 2024 18 Mar 2024 17 May 2024 | 5 Jun 2024 | 11 Jul 2024 19 Sep 2024 19 Sep 2024 19 Sep 2024 | ||||||||
| Share price at | £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 |
grant date | |||||||||||||
Exercise price | − | − | − | − | − | − | − | − | − | − | − | − | − |
| Vesting period | 3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
(years) | |||||||||||||
| Expected | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | 31.84% | ||||||
volatility² | |||||||||||||
| Option life | 3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
(years) | |||||||||||||
| Expected life | 3 | 2 | 2 | 3 | 3 | 2 | 3 | 3 | 2.5 | 3 | 1 | 2 | 3 |
(years) | |||||||||||||
Risk-free rate | − | − | − | − | − | − | − | − | − | − | − | − | − |
Dividend yield | − | − | − | − | − | − | − | − | − | − | − | − | − |
Fair value² | £9.24 | £8.85 | £7.59 | £6.04 | £5.42 | £5.24 | £5.24 | £7.37 | £7.45 | £7.45 | £10.45 | £10.45 | £10.45 |
| Fair value - TSR | − | − | − | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | £4.49 | − | − | − |
element² | |||||||||||||
Fair value - Non | |||||||||||||
market-based | £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 |
element | |||||||||||||
Notes:
1.
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 2025 year. For FY 2024 the fair value per share for grants made under
the VCP during the year was nil.
V
alue 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 was designed to align the interests of Future employees and shareholders, by incentivising the delivery of exceptional shareholder
returns over the long-term. To the extent that performance exceeded the hurdle on a measurement date, participants would have shared
3.33% of the shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded were 980,000 per
tranche, of which a small pool was reserved for future hires and promotions. Units vested based on value created in terms of £ TSR, being the
growth in Future’s market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks, less share issues), over
and above a hurdle rate of return of 10% per annum.
166
Future plc
Future’s starting market capitalisation was based on the spot closing price of a share on 30 September 2020 of £19.42. Value created at each
measurement date was calculated with reference to the average closing return index over the three months ending on that date. To the extent
that performance did not exceed the hurdle on a measurement date, the relevant tranche lapsed in full, immediately. There was no retesting
allowed. All three tranches of the VCP scheme have lapsed in full at 30 September 2025.
Grants were made under the VCP in April 2021, June 2021, January 2022, February 2022, May 2022, July 2022, October 2022, December 2022
and February 2023.
There will be no further grants under the VCP scheme.
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 performance metric for the
award made in September 2022 is 100% weighted to the Group’s adjusted EPS. The threshold entry point of 25% vesting for the EPS element
requires an adjusted diluted EPS of 86.5p, with 100% vesting at an adjusted diluted EPS of 104.9p or above.
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.
Performance criteria in respect of awards granted during the year ended 30 September 2025:
The performance metrics for the awards made in FY 2025 are weighted 40% on the Group’s Relative TSR, 30% on adjusted diluted EPS and
30% on organic revenue growth. The threshold entry point of 25% vesting for the Relative TSR element requires a 50th percentile ranking within
the comparator group, with 100% vesting at the 75th percentile. The threshold entry point of 25% vesting for the adjusted diluted EPS element
requires 3% CAGR, with 100% vesting at 8% CAGR. The threshold entry point of 25% vesting for the organic revenue growth element requires
1.5% growth over the performance period, with 100% vesting at 5% growth. Vesting will be on a straight line basis between the threshold and
maximum for all elements.
Grants were made under the PSP in November 2018, March 2019, May 2019, June 2019, August 2019, November 2019, February 2020, June 2020,
July 2020, September 2020, February 2021, March 2021, May 2021, July 2022, September 2022, October 2022, December 2022, February 2023, April
2023, May 2023, October 2023, December 2023, March 2024, May 2024, June 2024, July 2024, September 2024, December 2024 and May 2025.
Annual Report and Accounts 2025
Financial Statements
167
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. No annual bonus will be paid for the year ending 30 September 2025.
See page XXX of the Directors’ Remuneration Report for further detail. The last grant made under the DABS was in December 2024.
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)
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 prior year the total share
premium reserve of Future plc of £197.0m was cancelled and credited to reserves, increasing distributable reserves by the same amount.
The balance at 30 September 2025 is £nil.
See ‘Merger reserve’ section below for further detail.
2025 | 2024 | |
Group and Company | £m | £m |
At 1 October | − | 197.0 |
Share premium reduction | − | (197.0) |
At 30 September | − | − |
Capital redemption reserve
The capital redemption reserve increased by £1.8m (2024: £1.0m) during the year to £3.1m, being the nominal value of shares purchased
and cancelled as part of the share buyback programme (see note 23 for further details).
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
At 1 October | 1.3 | 1.3 | 0.3 | 0.3 |
Share buyback | 1.8 | 1.8 | 1.0 | 1.0 |
At 30 September | 3.1 | 3.1 | 1.3 | 1.3 |
Merger reserve
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
At 1 October | 109.0 | − | 581.9 | 472.9 |
Merger reserve reduction | − | − | (472.9) | (472.9) |
At 30 September | 109.0 | − | 109.0 | − |
In order to create additional distributable reserves to provide flexibility for shareholder returns, in FY 2024 the total value of the Future plc
merger reserve of £472.9m was capitalised, with B ordinary shares issued at a total nominal value equal to £472.9m, then cancelled and
extinguished, with £472.9m credited to retained earnings, increasing distributable reserves by the same amount.
An amount of £109.0m in the merger reserve arose following the 1999 Group reorganisation and is non-distributable.
168
Future plc
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.
Restated | ||||
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
At 1 October | 10.9 | 10.9 | 15.3 | 15.3 |
Acquisition of own shares | 7.0 | 7.0 | − | − |
Issue of treasury shares to employees from employees benefit trust | (7.4) | (7.4) | (4.4) | (4.4) |
At 30 September | 10.5 | 10.5 | 10.9 | 10.9 |
During the year, 623,388 (2024: 286,795) of the shares held by the EBT were used to satisfy the vesting of share options and 997,375
shares were purchased to fund the future vesting of share options (2024: nil). The issuance of treasury shares to employees relates to the
settlement of PSP awards exercised in the year.
The Company has amended the presentation of the amounts relating to the EBT in the period, with the outstanding shares transferred to
the EBT but not yet awarded previously being presented as trade and other receivables. The acquired shares have now been included within
a treasury reserve in equity to appropriately reflect the transaction. Consequently, the Company balance sheet as at 30 September 2024
has been restated without any impact on the result of the period or distributable reserves. The prior year restatement of the Company
balance sheet and statement of changes in equity results in a reduction of non-current trade and other receivables of £5.3m, current trade
Cash flow hedge reserve
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
At 1 October | − | − | 4.4 | 4.4 |
Interest rate swaps | − | − | (5.9) | (5.9) |
Deferred tax on interest rate swaps | − | − | 1.5 | 1.5 |
At 30 September | − | − | − | − |
During 2023 the Group entered into interest rate swaps, in order to hedge against fluctuations in interest rates. The cash flow hedge
reserve represents the cumulative amount of gains and losses on the interest rate swap deemed effective.
Accumulated exchange differences
The reserve for accumulated exchange differences comprises the revaluation of the Group’s foreign currency, principally on the US and
The Group operates a defined contribution scheme for employees resident in the United Kingdom.
In the US, the Group operates a section 401(K) profit sharing defined contribution plan in respect of pensions, which covers substantially all
Future US employees. The section 401(K) plan allows employees to invest in 22 registered mutual funds at Charles Schwab Trust Bank, the
plan’s custodian. The employees, not the employer, have complete control over which funds they invest in, although they have no control
over the stocks owned by the funds.
During the year, £5.7m (2024: £5.4m) contributions were made to these plans and at 30 September 2025 the outstanding balance due to
Annual Report and Accounts 2025
Financial Statements
169
(a) Operating lease commitments
Future minimum sub-lease receipts expected for the Group under non-cancellable operating subleases at 30 September 2025 total £3.5m
(2024: £2.4m), for the Company £nil (2024: £nil).
During the year, £0.1m was recognised in the income statement in respect of operating lease rental payments for short-term and low-value
leases (2024: £0.1m), and £0.8m (2024: £1.1m) was recognised in respect of sub-lease receipts.
The Group also leases equipment under non-cancellable operating lease agreements.
(b) Contingent liabilities
There were no material contingent liabilities for the Group or the Company as at 30 September 2025 (2024: £nil).
(c) Capital commitments
There were no material capital commitments for the Group or the Company as at 30 September 2025 (2024: £nil).
(d) Contract liabilities
At 30 September 2025, the Group recognised £10.1m of contract liabilities in relation to subscription liabilities due after more than 1 year
(2024:
£10.3m).
(e) Deferred income
During the year ended 30 September 2025, £60.2m of deferred income recorded at 30 September 2024 (2024: £58.5m) was
recognised in revenue. Deferred income in FY 2025 and FY 2024 related to deferred subscription revenue due within 1 year which
reduced by £3.8m in FY 2025 due to a decrease in recurring subscriptions. The balance held at 30 September 2025 was £56.4m (FY
The Group had no material transactions with related parties in 2025 or 2024 which might reasonably be expected to influence decisions
made by users of these financial statements.
During the year, the Company had net management fees and recharges receivable of £0.8m (2024: receivable of £0.9m) from subsidiary
undertakings. The outstanding balance owed at 30 September 2025 was £1.7m (2024: £0.9m).
No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel
170
Future plc
Details of the Company’s subsidiaries at 30 September 2025 are set out below. All subsidiaries are included in the consolidation. Shares of
those companies marked with an * are indirectly owned by Future plc through an intermediate holding company.
Country of incorporation | ||||
Company name and registered number | and registered office | Nature of business | Holding % | Class of shares |
ActualTech Marketing, LLC* 460984715 | USA¹⁰ | Content marketing solutions | 100 | $1 Ordinary shares |
Barcroft Media Limited* 4826405 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Broadleaf Bidco Limited* 11473951 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
Broadleaf Holdco Limited* 11473888 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
Broadleaf Midco Limited* 11473807 | England and Wales¹ | Holding company | 100 | £0.001 Ordinary shares |
£0.001 A1 Ordinary shares | ||||
£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 | USA¹¹ | Holding company | 100 | $0.01 Ordinary shares |
Circlesix Media Inc* 5904231 | USA¹⁴ | Non-trading | 100 | $0.01 Ordinary shares |
$0.00001 Ordinary shares | ||||
Series A Preferred Stock | ||||
of $1.0000 | ||||
Clique Brands Inc* 5168252 | USA¹² | Publishing | 100 | Series B Preferred Stock of |
$4.3550 | ||||
Series C Preferred Stock of | ||||
$7.4560 | ||||
Comary, Inc* 2400371 | USA¹¹ | Publishing | 100 | Not applicable |
Dennis Interactive Inc* 1827502 | USA¹⁴ | Non-trading | 100 | $20 Ordinary shares |
Dennis Publishing Limited* 1138891 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Future Holdings 2002 Limited 4387886 | England and Wales¹ | Holding company | 100 | £1 Ordinary shares |
Future UK Finance Limited* 13651021 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Future Publishing Limited* 2008885 | England and Wales¹ | Publishing | 100 | 10 pence Ordinary shares |
Future Publishing Australia Pty Limited ACN 658 563 252 | Australia³ | Publishing | 100 | AUD $1 Ordinary shares |
Future Publishing (Overseas) Limited* 6202940 | England and Wales¹ | Publishing | 100 | £1 Ordinary shares |
Future Publishing Holdings Limited* 3430449 | England and Wales¹ | Holding company | 87.5 | 1 pence Ordinary shares |
Gardening Know How* 201355 | USA¹⁰ | Non-trading | 100 | $1 Ordinary shares |
GoCo Group Limited* 6062003 | England and Wales² | Non-trading | 100 | £0.0002 Ordinary shares |
GoCompare.com Limited* 05799376 | England and Wales² | Price comparison website | 100 | £1 Ordinary shares |
GoCompare.com Finance Limited* 10227007 | England and Wales² | Non-trading | 100 | £0.0002 Ordinary shares |
Marketforce (U.K.) Limited* 00499150 | England and Wales¹ | Dormant | 100 | £1 Ordinary shares |
Mozo Pty Limited* ACN 128199208 | Australia³ | Comparison shopping | 100 | AUD $1 Ordinary shares |
RNWL LTD* 12091439 | England and Wales² | Digital insurance wallet | 100 | £0.01 Ordinary shares |
Sapphire Bidco Limited* 11157309 | England and Wales¹ | Non-trading | 100 | £1 Ordinary shares |
Sarracenia Limited* 0458289 | England and Wales¹ | Dormant | 100 | £1 Ordinary shares |
£0.0025 Ordinary shares | ||||
£0.0025 Ordinary B shares | ||||
| Sport Insights Media Ltd* 12708129 | England and Wales¹ | Non-trading | 100 | £0.0025 Ordinary C shares |
£0.01 Ordinary D shares | ||||
$10 A Ordinary shares | ||||
| The Kiplinger Washington Editors Inc* 434902 | USA¹¹ | Publishing | 100 | $10 B Ordinary shares |
USA¹¹ | Publishing | 100 | $0.01 Ordinary shares | |
This is the Big Deal, Inc* 6690977 | USA¹³ | Holding company | 100 | Not applicable |
This is the Big Deal Limited* 8867458 | England and Wales² | Energy auto switching service | 100 | £0.000015625 Ordinary shares |
Next Commerce Pty Limited* 113146786 | Australia³ | Comparison shopping | 100 | $1 Ordinary shares |
Future Creative Media Canada Limited* BC1198396 | Canada⁴ | Digital media publishing | 100 | Not applicable |
Annual Report and Accounts 2025
Financial Statements
171
Future Publishing s.r.o.* 09393951 | Czech Republic⁵ | Non-trading | 100 | CZK 1 Ordinary shares |
Future Technologies Sarl* 84138050400016 | France⁶ | Non-trading | 100 | Not applicable |
Windsor Support Services Private Limited* U74999DL2011FTC217990 | India⁷ | Dormant | 100 | Rand 10 equity shares |
Next Commerce Philippines Inc* CS201517783 | Philippines⁸ | Dormant | 100 | ₱ Ordinary shares |
Future US, LLC* 1513070 | USA¹⁰ | Publishing | 100 | Not applicable |
Future US Holdings, Inc* 6260582 | USA⁹ | Holding company | 100 | Not applicable |
Future B2B LLC 3253770 | USA¹⁰ | Publishing | 100 | $1 Ordinary shares |
Future B2B Limited* 15195757 | England and Wales¹ | Publishing | 100 | £1 Ordinary shares |
1
Registered office: Quay House, The Ambury, Bath, BA1 1UA, England
2
Registered office: Suite 2a, Hodge House Street, Cardiff, CF101DY, Wales
3
Registered office: Registered office: Level 10, 89
York Street, Sydney, NSW 2000, Australia
4
Registered office: 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8, Canada
5
Registered office: Holečkova 100/9, Smíchov, 150 00 Praha 5, Czech Republic
6
Registered office:
195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, France
7
Registered office: Dpt 610, Prime Towers F 79-80, Okhla Industrial Area, Phase 1 New Delhi New Delhi DL 110020 India
8
Registered office: 2/F GC Corporate Plaza, 150 Legaspi Street, Legaspi Village, Makati, Manila, Philippines
9
Registered office: 108 West 13th Street, New Castle County, Wilmington, DE 19801, USA
10 Registered office: 1401 21st Street, STE R, Sacramento CA 95811, USA
11 Registered office: Corporation Trust Center, 1209 Orange Street, New Castle, Wilmington,
DE 19801, USA
12 Registered office: 750 North San Vicente, 8th Fl. East, West Hollywood, California, 90069, USA
13 Registered office: 5th Floor, 55 West 39th Street, New York, 10018, USA
14 Registered office: 187 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,
RNWL LTD,
Sapphire Bidco Limited, Sport Insights Media Ltd and This is the Big Deal Limited are exempt from the requirement to file audited
financial statements by virtue of Section 479A of the Companies Act 2006. Sarracenia Limited and Marketforce (U.K.) Limited are exempt from
On 1 December 2025 the Board approved a share buyback of up to £30.0m which is expected to commence in 2026.
172
Future plc
RNWL Ltd
On 4 March 2025, the Group acquired 100% of the shares in RNWL Ltd, an insurance digital wallet, for initial cash consideration of £2.8m.
On acquisition, a further variable deferred consideration up to a total value of £60m could be paid subject to meeting certain financial
targets based on the following 5 year period ending 30 September 2030. The table below includes £4.3m as contingent consideration,
which represents its fair value at the date of acquisition. At the reporting date, the fair value of the contingent consideration has increased
to £4.6m due to discounting. The impact of the acquisition on the consolidated balance sheet was:
Fair value | |
£m | |
Intangible assets | 6.5 |
Tangible assets | − |
Cash and cash equivalents | 0.1 |
Trade and other receivables | − |
Trade and other payables | (0.1) |
Deferred tax | (1.6) |
Net assets acquired | 4.9 |
Goodwill | 2.2 |
7.1 | |
Consideration: | |
Cash | 2.8 |
Contingent | 4.3 |
Total consideration | 7.1 |
RNWL is an FCA-regulated digital wallet that organises customers’ details across insurance policies and provides reminders of road tax,
MOT and breakdown support. RNWL supports the acceleratation of Future’s focus on customers’ loyalty in Go.Compare, by increased
focus on customer retention through the acquired developed technology. RNWL forms part of the Go.Compare cash generating unit.
Goodwill is attributed to the strategic value associated with potential further development and exploitation of RNWL’s technology which
had not commenced or could not be separately recognised at acquisition. The intangibles recognised, including the goodwill, are expected
to be deductible for tax purposes.
Acquisition related costs of £0.7m were recognised as an expense within operating expenses in the Consolidated statement of profit or
loss. RNWL was not revenue generating prior to acquisition, and has now been fully integrated post acquisition. As such no revenue/profit
has been recognised in the above table.
Kwizly
On 15 May 2025, the Group acquired 100% of the issued share capital and voting rights of Kwizly, which provides audience engagement
tools including quizzes, games and polls embedded into websites, for initial consideration of £0.6m.
Further deferred consideration is
payable contingent on the acquired team remaining in the business for 2 and 4 years, both for £0.4m.
As this is contingent on employment,
this will be treated as post-combination remuneration costs. Goodwill of £0.6m has been recognised for the acquisition of Kwizly and is
attributed to the expertise of the acquired team in providing audience engagement tools and the value they could bring to Future’s online
content.
Financial Statements
173
Annual Report and Accounts 2025
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 175.
Exceptional items
The Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature
of the item, or its size, is significant and/or is not related to the core trading of the Group so as to assist the user of the financial
statements to understand the results of the core underlying operations of the Group. Details of exceptional items are shown in
note 5.
Amortisation of acquired intangible assets
The amortisation charge for those intangible assets recognised on business combinations is excluded from the adjusted results
of the Group since they are non-cash charges arising from non-trading investment activities. As such, they are not considered
to be reflective of the core trading performance of the Group. This is consistent with industry peers and how certain external
stakeholders monitor the performance of the business.
Amortisation of non acquired intangible assets,
depreciation and interest
Adjusted EBITDA excludes the amortisation charge for computer software and website development, as well as amortisation of
acquired intangible assets, depreciation and interest.
Unwinding of discount on contingent
consideration
The Group excludes the unwinding of the discount on contingent consideration from the Group's adjusted results on the basis
that it is non-cash and the balance is driven by the Group’s assessment of the relevant discount rate to apply. Excluding this item
ensures comparability with prior periods.
Change in the fair value of contingent
consideration
The Group excludes the remeasurement of these acquisition-related liabilities from its adjusted results as the impact of
remeasurement can vary significantly.
The tax related to adjusting items is the tax effect of the items above, movement in uncertain tax provisions and adjustments in respect of
prior years, calculated using the standard rate of corporation tax in the relevant jurisdiction.
Reference to ‘core’ or ‘underlying’ reflects the trading results of the Group without the impact of amortisation of acquired intangible assets,
transaction and integration related costs, exceptional items, share-based payment expenses (relating to equity-settled share awards with
vesting periods longer than 12 months), together with associated social security costs, unwinding of discount on contingent consideration
and any tax related effects that would otherwise distort the users understanding of the Group’s performance.
A summary table of all measures is included in the table overleaf.
174
Future plc
APM
(adjusted
performance
measure)
Closest equivalent
statutory measure
Definition
Adjusted EBITDA
Operating profit
Adjusted EBITDA represents operating profit before share-based payments (relating to equity-settled awards with vesting
periods longer than 12 months) and related social security costs, amortisation, depreciation, transaction and integration related
costs
and exceptional items.
Adjusted EBITDA margin is adjusted EBITDA as a percentage of revenue.
Adjusting items are shown on page 175 and are defined in the table above.
Adjusted operating profit
Operating profit
Adjusted operating profit represents operating profit before share-based payments (relating to equity-settled awards with
vesting periods longer than 12 months) and related social security costs, amortisation of acquired intangible assets, transaction
and integration related costs and exceptional items.
This is a key management incentive metric, used within the Group’s Deferred Annual Bonus Plan.
Adjusted operating profit margin is adjusted operating profit as a percentage of revenue.
Adjusting items are shown in the table on page 175 and defined in the table above.
Adjusted
profit
before tax
Profit
before tax
Adjusted profit before tax represents profit before tax before share-based payments (relating to equity-settled awards with
vesting periods longer than 12 months) and related social security costs, net finance costs, amortisation of acquired intangible
assets, transaction and integration related costs, exceptional items, unwinding of discount and fair value movements on
contingent consideration.
Adjusting items are shown in the table on page 175 and defined in the table above.
Adjusted
profit
after tax
Profit after tax
Adjusted profit after tax represents profit after tax before share-based payments (relating to equity-settled awards with
vesting periods longer than 12 months) and related social security costs, net finance costs, amortisation of acquired intangible
assets, transaction and integration related costs, exceptional items, unwinding of discount, fair value movements on contingent
consideration and the impact of tax on adjusting items.
Adjusting items are shown in the table on page 175 and defined in the table above.
Adjusted diluted earnings
per share
Diluted earnings
per share
Adjusted diluted earnings per share (EPS) represents adjusted profit after tax divided by the weighted average dilutive number of
shares at the year end date.
This is a key management incentive metric, used within the Group’s Performance Share Plan.
A reconciliation is provided on page 178.
Adjusted effective
tax rate
Effective
tax rate
Adjusted effective tax rate is defined as the effective tax rate adjusted for the tax impact of adjusting items including adjustments in
respect of prior year and any other one-off impacts , including adjustments in respect of previous years. The tax impact of adjusting
items is provided on page 175.
Adjusted operating
cash flow
Operating cash flow
Adjusted operating cash flow represents cash generated from operations adjusted to exclude cash flows relating to transaction
and integration related costs, exceptional items and payment of accrual for employer's taxes on share-based payments relating
to equity settled share awards with vesting periods longer than 12 months, and to include lease repayments following adoption of
IFRS 16 Leases.
Adjusted
free cash
flow
Operating cash flow
Adjusted free cash flow is defined as adjusted operating cash flow less capital expenditure. Capital expenditure is defined as
cashflows relating to the purchase of property, plant and equipment and purchase of computer software and website development.
Net debt excluding lease
liability
The aggregation of cash
and debt
Net debt excluding lease liability is defined as the aggregate of the Group's cash and cash equivalents and its external bank borrowings
net of capitalised bank arrangement fees. It does not include lease liabilities recognised following the adoption of IFRS 16 Leases, or
other financial liabilitie₱.
Organic growth
Organic growth is defined as the like for like portfolio, including the impact of closures and new launches, but excluding acquisitions
and disposal₱ made during FY 2025 and FY 2024 at constant foreign exchange rates. Constant foreign exchange rates is defined as
the average rate for FY 2025.
Constant currency
Constant currency translates the financial statements at fixed exchange rates to eliminate the effect of foreign exchange on the
financial performance. Constant foreign exchange rates is defined as the average rate for FY 2025.
There are limitations to the use of APMs; these include that the APMs exclude the deprecation and amortistion of intangible, but do not
similarly exclude the revenue generated by these assets. Similarly the APMs exclude significant recurring business transactions that
impact performance and cash flows.
Financial Statements
175
Annual Report and Accounts 2025
Reconciliation between revenue and organic revenue at constant currency:
2025
£m
Restated
2024
£m
YoY Var
Revenue
739.2
788.2
(6.2%)
Revenue from acquisitions and disposals which have not been wholly owned for a full financial year
(4.6)
(18.2)
Organic revenue at actual currency
734.6
770.0
(4.6%)
Impact of FX at constant rates
0.1
(9.4)
Organic revenue
734.7
760.6
(3.4%)
A reconciliation of adjusted EBITDA and adjusted operating profit to profit before tax is shown below:
2025
£m
2024
£m
Adjusted EBITDA
223.4
239.1
Depreciation (note 11)
(6.9)
(6.5)
Amortisation of non-acquired intangibles (note 12)
(11.1)
(10.4)
Adjusted operating profit
205.4
222.2
Share-based payments (including social security costs) (note 24)
(5.5)
(8.9)
Transaction and integration related costs
(7.2)
(5.9)
Exceptional items (note 5)
(17.5)
(7.0)
Amortisation of acquired intangibles (note 12)
(53.3)
(66.7)
Operating profit
121.9
133.7
Net finance costs
(30.0)
(30.5)
Profit before tax
91.9
103.2
Transaction and integration related costs are shown in the table below:
2025
£m
2024
£m
Transaction and integration related costs
7.2
5.9
Total charge
7.2
5.9
Transaction and integration related costs of £7.2m incurred in the year reflect £1.6m of post-integration IT system costs and associated
fees, and £0.9m of transaction related costs. £2.4m relates to professional fees to support portfolio optimisation across the Group’s
divisions, of which £0.7m relates to rationalisation of previously acquired subsidiaries. A charge of £2.3m has been provided for historic
sales taxes arising from a post integration tax compliance review.
Included below is a reconciliation between the statutory and adjusted tax charge:
2025
£m
2024
£m
Total statutory tax charge
25.6
26.4
Tax effect of adjusting items:
Exceptional items
1.6
1.0
Transaction and integration related costs
0.9
1.5
Share based payments
1.0
2.3
Amortisation of acquired intangibles
14.2
15.6
Adjustments in respect of previous years
1.0
2.5
Total adjusted tax charge
44.3
49.3
176
Future plc
A reconciliation of cash generated from operations to adjusted free cash flow is shown below:
2025
£m
2024
£m
Cash generated from operations
188.3
230.0
Cash flows related to transaction and integration related costs
5.7
7.5
Cash flows related to exceptional items
4.8
5.3
Settlement of social security costs on share based payments¹
0.6
0.3
Lease payments
(6.2)
(6.9)
Adjusted operating cash inflow
193.2
236.2
Cash flows related to capital expenditure
(16.2)
(13.9)
Adjusted free cash flow
177.0
222.3
¹ Relating to equity-settled share awards with vesting periods longer than 12 months.
A reconciliation between earnings per share and adjusted earnings per share is shown in the table below:
2025
2024
The adjustments to profit after tax have the following effect:
Profit after tax (£m)
66.3
76.8
Share-based payments (including social security costs) (£m)
5.5
8.9
Transaction and integration related costs (£m)
7.2
5.9
Exceptional items (£m)
17.5
7.0
Amortisation of intangible assets arising on acquisitions (£m)
53.3
66.7
Decrease in fair value of contingent consideration (£m)
−
(0.1)
Unwinding of discount on contingent consideration (£m)
0.3
−
Unwinding of discount on deferred consideration (£m)
−
0.2
Tax effect of the above adjustments and the impact of tax items relating to prior years (£m)
(18.7)
(22.9)
Adjusted profit after tax (£m)
131.4
142.5
Weighted average number of shares in issue during the year:
- Basic
105,792,764
114,355,263
- Dilutive effect of share options
953,085
696,450
- Diluted
106,745,849
115,051,713
Basic earnings per share (in pence)
62.7
67.2
Adjusted basic earnings per share (in pence)
124.2
124.6
Diluted earnings per share (in pence)
62.1
66.8
Adjusted diluted earnings per share (in pence)
123.0
123.9
The adjustments to profit after tax have the following effect:
Basic earnings per share (pence)
62.7
67.2
Share-based payments (including social security costs) (pence)
5.2
7.8
Transaction and integration related costs (pence)
6.8
5.2
Exceptional items (pence)
16.5
6.1
Amortisation of intangible assets arising on acquisitions (pence)
50.4
58.3
Decrease in fair value of contingent consideration (pence)
−
(0.1)
Unwinding of discount on contingent consideration (pence)
0.3
−
Unwinding of discount on deferred consideration (pence)
−
0.2
Tax effect of the above adjustments and the impact of tax items relating to prior years (pence)
(17.7)
(20.1)
Adjusted basic earnings per share (pence)
124.2
124.6
Diluted earnings per share (pence)
62.1
66.8
Share-based payments (including social security costs) (pence)
5.2
7.7
Transaction and integration related costs (pence)
6.7
5.1
Exceptional items (pence)
16.4
6.1
Amortisation of intangible assets arising on acquisitions (pence)
49.9
58.0
Decrease in fair value of contingent consideration (pence)
−
(0.1)
Unwinding of discount on contingent consideration (pence)
0.2
−
Unwinding of discount on deferred consideration (pence)
−
0.2
Tax effect of the above adjustments and the impact of tax items relating to prior years (pence)
(17.5)
(19.9)
Adjusted diluted earnings per share (pence)
123.0
123.9
Financial Statements
177
Annual Report and Accounts 2025
Analysis of net debt excluding lease liability
The definition of net debt excluding lease liability is provided on page 174.
30 September
2024
£m
Net cash flows
£m
Recognised
on acquisition
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2025
£m
Cash and cash equivalents
39.7
(11.4)
0.1
−
(0.8)
27.6
Debt due within one year
(20.0)
20.0
−
−
−
−
Debt due after more than one year
(276.2)
(23.7)
−
(4.1)
−
(304.0)
Net debt excluding lease liability
(256.5)
(15.1)
0.1
(4.1)
(0.8)
(276.4)
30 September
2023
£m
Net cash flows
£m
Other non-cash
changes
£m
Exchange
movements
£m
30 September
2024
£m
Cash and cash equivalents
60.3
(18.9)
−
(1.7)
39.7
Debt due within one year
−
−
(20.0)
−
(20.0)
Debt due after more than one year
(387.5)
93.0
16.1
2.2
(276.2)
Net debt excluding lease liability
(327.2)
74.1
(3.9)
0.5
(256.5)
Reconciliation of movement in net debt excluding lease liability
2025
£m
2024
£m
Net debt excluding lease liability at start of year
(256.5)
(327.2)
Decrease in cash and cash equivalents
(11.3)
(18.9)
Net movement in borrowings
(3.7)
93.0
Amortisation of loan issue costs
(4.1)
(3.9)
Exchange movements
(0.8)
0.5
Net debt excluding lease liability at end of year
(276.4)
(256.5)
Leverage
Net debt excluding lease liability/Bank EBITDA
Leverage in respect of any Relevant Period shall not exceed 3.00:1.00
Bank EBITDA/Interest
Interest Cover in respect of any Relevant Period shall not be less than 4.00:1.00
Leverage is defined as net debt excluding lease liability (excluding capitalised bank arrangement fees and including any non-cash
ancillaries), as a proportion of Bank EBITDA and including the 12 month trailing impact of acquired businesses (in line with the Group’s
bank covenants definition).
Bank EBITDA is defined as earnings less interest, tax, depreciation and amortisation and also adjusted for the
adjusting items set out on page 173. A reconciliation between operating profit and bank EBITDA is provided on page 175.
The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at 30 September
2025 is set out in the following table:
30 September
2025
30 September
2024
Covenant 2025
Covenant 2024
Net debt excluding lease liability/Bank EBITDA
1.3 times
1.1 times
< 3.0 times
< 3.0 times
Bank EBITDA/Interest
9.5 times
9.1 times
> 4.0 times
> 4.0 times
178
Future plc
A reconciliation between operating profit and bank EBITDA is provided in the table below:
Group
2025
£m
Group
2024
£m
Operating profit
121.9
133.7
Share-based payments (including social security costs) (note 24)
5.5
9.1
Transaction and integration related costs (note 3)
7.2
5.9
Exceptional items (note 5)
17.5
7.0
Depreciation (excluding depreciation of right-of-use assets) (note 11)
2.6
2.6
Amortisation of intangible assets (note 12)
64.4
77.1
Net interest payable on lease liabilities (note 7)
(1.5)
(1.7)
Bank EBITDA
217.6
233.7
The table below provides a reconcilation between adjusted and statutory measures, along with the impact of each adjusting item:
2025
Statutory
Share-based
payments
Exceptional
items
Transaction
and
integration
related costs
Amortisation
of acquired
intangibles
Finance costs
Tax
impact
Depreciation
of Right of
Use assets
Lease
Payments
Net interest
payable
on lease
liabilities
Adjusted
Revenue (£m)
739.2
−
−
−
−
−
−
−
−
−
739.2
Operating profit (£m)
121.9
5.5
17.5
7.2
53.3
−
−
−
−
−
205.4
Net finance (costs)/income (£m)
(30.0)
−
−
−
−
0.3
−
−
−
−
(29.7)
Profit before tax (£m)
91.9
5.5
17.5
7.2
53.3
0.3
−
−
−
−
175.7
Tax (£m)
(25.6)
(1.0)
(1.6)
(0.9)
(14.2)
−
(1.0)
−
−
−
(44.3)
Profit after tax (£m)
66.3
4.5
15.9
6.3
39.1
0.3
(1.0)
−
−
−
131.4
Basic earnings per share
(pence)
62.7
4.3
15.0
6.0
37.0
0.2
(1.0)
−
−
−
124.2
Diluted earnings per share (pence)
62.1
4.2
14.9
5.9
36.6
0.2
(0.9)
−
−
−
123.0
EBITDA (£m)
217.6
−
−
−
−
−
−
4.3
−
1.5
223.4
Operating Cash (£m)
188.3
0.6
4.8
5.7
−
−
−
−
(6.2)
−
193.2
2024
Statutory
Share-based
payments
Exceptional
items
Transaction
and
integration
related costs
Amortisation
of acquired
intangibles
Finance
costs
Tax
impact
Depreciation
of Right of
Use assets
Lease
Payments
Net interest
payable
on lease
liabilities
Adjusted
Revenue (£m)
788.2
−
−
−
−
−
−
−
−
−
788.2
Operating profit (£m)
133.7
8.9
7.0
5.9
66.7
−
−
−
−
−
222.2
Net finance (costs)/income (£m)
(30.5)
−
−
−
−
0.1
−
−
−
−
(30.4)
Profit before tax (£m)
103.2
8.9
7.0
5.9
66.7
0.1
−
−
−
−
191.8
Tax (£m)
(26.4)
(2.3)
(1.0)
(1.5)
(15.6)
−
(2.5)
−
−
−
(49.3)
Profit after tax (£m)
76.8
6.6
6.0
4.4
51.1
0.1
(2.5)
−
−
−
142.5
Basic earnings per share (pence)
67.2
5.8
5.2
3.8
44.7
0.1
(2.2)
−
−
−
124.6
Diluted earnings per share (pence)
66.8
5.7
5.2
3.8
44.5
0.1
(2.2)
−
−
−
123.9
EBITDA (£m)
233.7
−
−
−
−
−
−
3.9
−
1.5
239.1
Operating Cash (£m)
230.0
0.3
5.3
7.5
−
−
−
−
(6.9)
−
236.2
Financial Statements
179
Annual Report and Accounts 2025
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.
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Dividends
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to receive your dividends is to have them paid
direct to your bank or building society account.
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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.
C
ontacts
Future plc and
Future Publishing
Ltd
Registered office
Quay House
The Ambury
Bath BA1 1UA
Tel +44 (0)1225
442244
Future US, Inc.
New York ofice
130 West 42nd
Street
New York 10036
USA
Tel + 1 212-378-
0400
Los Angeles office
750 N San Vincente
Blvd
Suite RE850
West Hollywood
California 90069
Future Publishing
Australia Pty Ltd
Level 10
89 York Street
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
Street
Cardiff
Wales
CF10 1DY
www.futureplc.com
Registered office
The Ambury
Bath
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
11 February 2026
Ex dividend date for the FY 2025 final dividend
15 January 2026
FY 2025 final dividend payment date
11 February 2026
Announcement of the preliminary results for the year ended 30 September 2025
3 December 2025
Financial calendar
Notice
of AGM
Notice is given that the Annual General
Meeting of Future plc will be held at 11.00 am
on Thursday 5 February 2026 at Future’s
London office at 121 - 141 Westbourne Terrace,
Paddington, London, W2 6JR to consider and,
if thought fit, pass the following resolutions:
2
Future plc
ORDINARY RESOLUTIONS (1-17)
1. To receive and adopt the Annual Report
including the audited financial statements
for
the year ended 30 September 2025.
2. To approve a final dividend for the year
ended 30 September 2025 of 17p per
ordinary share payable on 11 February 2026 to
shareholders on the register at the close of
business on 16 January 2026.
3. To approve the Directors’ Remuneration
Policy set out on pages 112 to 117 in the
Annual Report.
4. To approve the Directors’ Remuneration
Report set out on pages 96 to 111 in the
Annual Report.
5. To re-elect Sharjeel Suleman as a Director
of the Company.
6. To re-elect Meredith Amdur as a Director of
the Company.
7. To re-elect Mark Brooker as a Director of
the Company.
8. To re-elect Rob Hattrell as a Director of the
Company.
9. To re-elect Ivana Kirkbride as a Director of
the Company.
10. To re-elect Alan Newman as a Director of
the Company.
11. To re-elect Angela Seymour-Jackson as a
Director of the Company.
12. To elect Kevin Li Ying as a Director of the
Company.
13. To reappoint Deloitte LLP as Auditor of the
Company to hold office until the conclusion of
the next general meeting at which accounts
are to be laid before the Company.
14. To authorise the Audit and Risk Committee
to decide the remuneration of the Auditor.
15. That:
a) the Directors be authorised, for the
purposes of section 551 of the Companies Act
2006 (the ’Act’), to allot shares in the
Company or grant rights to subscribe for, or
convert any security into, shares in the
Company:
i) in accordance with article 3 of the
Company’s Articles of Association,
up to a maximum nominal amount of
£4,802,839.50 (such amount to be reduced
by the nominal amount of any equity securities
(as defined in section 560 of the Act) allotted
under paragraph (ii) below in excess of
£9,605,679); and
ii) comprising equity securities (as defined in
section 560 of the Act), up to a maximum
nominal amount of £9,605,679 (such amount
to be reduced by any shares allotted or rights
granted under paragraph (i) above) in
connection with an offer by way of a fully
pre-emptive offer:
- to ordinary shareholders in proportion (as
nearly as may be practicable) to their
existing holdings; and
- to holders of other equity securities as
required by the rights of those securities or as
the Directors otherwise consider necessary,
and so that the Directors may impose any
limits or restrictions and make any
arrangements which they consider
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter;
b) this authority shall expire at the conclusion
of the next Annual General Meeting of the
Company after the passing of this resolution,
or, if earlier, at the close of business on 4 May
2027; and
c) all previous unutilised authorities under
section 551 of the Act shall cease to have
effect (save to the extent that the same are
exercisable pursuant to section 551(7) of the
Act by reason of any offer or agreement made
prior to the date of this resolution which would
or might require shares to be allotted or rights
to be granted on or after
that date).
16. To authorise the Company, and all
companies that are its subsidiaries, at
any time during the period for which this
resolution has effect for the purposes of
section 366 of the Act to:
a) make political donations to political parties
and/or independent election candidates not
exceeding £50,000 in total;
b) make political donations to political
organisations other than political parties not
exceeding £50,000 in total; and
c) incur political expenditure not exceeding
£50,000 in total, during the period beginning
with the date of the passing of this resolution
and ending following the conclusion of the
Company’s next Annual General Meeting or, if
earlier, on 4 May 2027.
17. That the amendments to the rules of the
Future plc 2023 Performance Share Plan (the
“Plan”), produced in draft to the meeting and a
summary of which is set out in the Explanation
of Resolutions section, for Resolution 17, of
the Notice of Annual General Meeting dated 3
December 2025, be approved and the
directors be authorised to do all such acts and
things necessary to give effect to such
amendments.
SPECIAL RESOLUTIONS (18-21)
Special Resolution 18
18. That, if resolution 15 is passed, the
Directors be authorised to allot equity
securities (as defined in section 560 of the
Act) for cash under the authority given by that
resolution and/or to sell ordinary shares held
by the Company as treasury shares for cash as
if section 561 of the Act did not apply to any
such allotment or sale, such authority to be
limited:
i) to the allotment of equity securities in
connection with an offer of or other invitation
to apply for equity securities (but in the case
of the authorisation granted under resolution
15.a. ii), such powers shall be limited to a fully
pre-emptive offer only):
- to ordinary shareholders in proportion (as
nearly as may be practicable) to their
existing holdings; and
- to holders of other equity securities as
required by the rights of those securities or
as the Directors otherwise consider
necessary, and so that the Directors may
impose any limits or restrictions and make
any arrangements which they consider
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any
territory or any other matter;
ii) to the allotment of equity securities or sale
of treasury shares (otherwise than under
paragraph i) above) up to a nominal amount of
£1,440,851.85; and
iii) to the allotment of equity securities or sale
of treasury shares (otherwise than under
paragraph i) or paragraph ii) above) up to a
nominal amount equal to 20% of any
allotment of equity securities or sale of
treasury shares from time to time under
paragraph ii) above, such authority to be used
only for the purposes of making a follow-on
offer which the Directors determine to be of a
kind contemplated by paragraph 3 of Section
2B of the Statement of Principles on
Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to
the date of this notice (the “Statement of
Principles”), such authority to expire at the
end of the next Annual General Meeting of the
Company or, if earlier, at the close of business
on 4 May 2027 but, in each case, prior to its
expiry the Company may make offers, and
enter into agreements, which would, or might,
require equity securities to be allotted (and
treasury shares to be sold) after the authority
expires and the Directors may allot equity
securities (and sell treasury shares) under any
such offer or agreement as if the authority had
not expired.
Special Resolution 19
19. That if resolution 15 is passed, the
Directors be authorised in addition to any
authority granted under resolution 18 to allot
equity securities (as defined in the Act) for
cash under the authority given by that
resolution and/or to sell ordinary shares held
by the Company as treasury shares for cash as
Notice of AGM
3
Notice of AGM
Annual Report and Accounts 2025
if section 561 of the Act did not apply to any
such allotment or sale, such authority to be:
i) limited to the allotment of equity securities
or sale of treasury shares up to a nominal
amount of £1,440,851.85, such authority to be
used only for the purposes of financing (or
refinancing, if the authority is to be used
within 12 months after the original transaction)
a transaction which the Directors determine to
be either an acquisition or a specified capital
investment of a kind contemplated by the
Statement of Principles; and
ii) limited to the allotment of equity securities
or sale of treasury shares (otherwise than
under paragraph i) above) up to a nominal
amount equal to 20% of any allotment of
equity securities or sale of treasury shares
from time to time under paragraph i) above,
such authority to be used only for the
purposes of making a follow-on offer which
the Directors determine to be of a kind
contemplated by paragraph 3 of Section 2B of
the Statement of Principles, such authority to
expire at the end of the next Annual General
Meeting of the Company or, if earlier, at the
close of business on 4 May 2027 but, in each
case, prior to its expiry the Company may
make offers, and enter into agreements, which
would, or might, require equity securities to be
allotted (and treasury shares to be sold) after
the authority expires and the Directors may
allot equity securities (and sell treasury
shares) under any such offer or agreement as
if the authority had not expired.
Special Resolution 20
20.That the Company is generally and
unconditionally authorised for the purpose of
Section 701 of the Act to make market
purchases (within the meaning of section
693(4) of the Act) of any of its ordinary shares
on such terms and in such manner as the
Directors of the Company may from time to
time decide, provided that:
a) the maximum aggregate number of ordinary
shares which may be purchased is 9,605,679,
representing approximately 10 per cent of the
Company’s issued ordinary share capital;
b) the minimum price (excluding expenses)
which may be paid for each ordinary share is
15 pence (being the nominal value);
c) the maximum price (excluding expenses)
which may be paid for each ordinary share is
the higher of:
i) an amount equal to 105 per cent of the
average market value of an ordinary share as
derived from the London Stock Exchange
Daily Official List for the five business days
immediately preceding the day on which such
ordinary share is contracted to be purchased;
and
ii) the value of an ordinary share calculated on
the basis of the higher of the price quoted for:
(a) the last independent trade of; and (b) the
highest current independent bid for, in each
instance, any number of ordinary shares on
the trading venues where the purchase is
carried out; and
d) unless previously revoked, varied or
renewed by the Company in general meeting,
the authority granted by this resolution shall
expire at the end of the next Annual General
Meeting of the Company or, if earlier, at the
close of business on 4 May 2027 but, in each
case, prior to its expiry the Company may
enter into a contract to purchase ordinary
shares which will or may be executed wholly
or partly after the expiry of such authority
and may make purchases of ordinary shares
pursuant to such contract as if this authority
had not expired.
Special Resolution 21
21. That, in accordance with the Company’s
Articles of Association, a general meeting
(other than an Annual General Meeting) may
be called on not less than 14 clear days’
notice.
By order of the Board
David Bateson
Company Secretary
3 December 2025
Future plc, Quay House, The Ambury, Bath
BA1 1UA
Registered in England and Wales: 03757874
EXPLANATION OF RESOLUTIONS
Ordinary resolutions
For each of the following resolutions to be
passed, more than half of the votes cast must
be in favour of the resolution.
Resolution 1: Receipt of Annual Report
The Directors present to shareholders at the
Annual General Meeting (“AGM”) the Reports
of the Directors and Auditor and the financial
statements of the Company for the year
ended 30 September 2025.
Resolution 2: Approval of the final dividend
This resolution seeks shareholder approval to
pay a final dividend of 17p per ordinary share
for the year ended 30 September 2025. The
dividend, if approved, will be payable on 11
February 2026 to shareholders on the
register at the close of business on 16
January 2026.
Resolution 3: Approval of the Directors’
Remuneration Policy
This resolution seeks shareholder approval for
the Directors’ Remuneration Policy
(‘Remuneration Policy’), the proposals for
which have been the subject of extensive
consultation with our shareholders since June
2025.
The proposed changes to the
Remuneration Policy are set out on pages 112
to 117 of the Annual Report.
The Board
believes that the amended Remuneration
Policy offers a greater ability to align
remuneration with the Company’s strategy.
A change is also proposed to the
Remuneration Policy, to align the change of
control provisions with the current contractual
notice periods contained in the employment
contracts of the Executive Directors (i.e., an
increase of 6 to 12 months).
Resolution 4: Approval of the Directors’
remuneration report
Resolution 4 seeks shareholder approval for
the Directors’ Remuneration Report on pages
96 to 111 of the Annual Report. The FY 2025
Annual Report on Remuneration (which starts
on page 103) gives details of the
implementation of the Company’s
Remuneration Policy, approved by
shareholders at the AGM in February 2023, in
terms of the payments and share awards
made to the Directors in connection with their
performance and that of the Company during
the year ended 30 September 2025. It also
gives details of how the Company intends to
apply the Remuneration Policy, subject to
approval of the changes to the Remuneration
Policy proposed by Resolution 3, in practice
for FY 2026. This vote is advisory and the
Directors’ entitlement to remuneration is not
conditional on it. The Company’s Auditor
during the year, Deloitte LLP, has audited
those parts of the Directors’ Remuneration
Report that are required to be audited and
their report may be found on pages 119 to 129
of the Annual Report.
Resolutions 5-12: Election and re-election
of directors
A biography of each Director, including a
description of the skills and experience they
contribute to the Board, appears on pages 80
and 81 of the Annual Report and is also
available on the Company’s website at www.
futureplc. com/governance/.
In accordance with the recommendations of
the UK Corporate Governance Code, every
Director is required to retire from office at
every AGM. Any Director eligible, in
accordance with the Company’s Articles of
Association (the ‘Articles’), may stand for
4
Future plc
re-election. The Company’s Chair confirms
that, following the evaluation process, as
described on page 83 of the Annual Report,
the performance of each Director standing for
re-election and election continues to be
effective and that they have each
demonstrated a strong commitment to their
role. In reaching its recommendations the
Board considered the individual skills and
experience brought by each Director and the
overall skill set of the Board. The Board also
carefully considers other commitments held
by each Director.
Where a Director holds other roles, and prior
to accepting any additional roles, attention is
paid to ensuring they are able to commit
sufficient time to the Company. The Board has
determined that each Director has the ability
to continue to provide the level of focus and
time required to fulfil their individual
obligations at the Company notwithstanding
their external appointments.
Resolutions 13-14: Appointment of auditor
and auditor’s remuneration
An independent auditor is required to be
appointed at each general meeting at which
accounts are presented to shareholders.
Under Resolution 13 the Directors propose to
reappoint Deloitte LLP as the Company’s
independent auditor. More information about
the decision to appoint Deloitte LLP can be
found in the Audit and Risk Committee report
on page 88 of the Annual Report.
Resolution 14 seeks shareholder authorisation
for the Audit and Risk Committee to decide
the Auditor’s fee, which is standard practice.
Resolution 15: Authority to allot shares
At the AGM held in February 2025, the
Directors were given the authority to allot
shares without the prior consent of
shareholders for a period expiring at the
conclusion of the AGM to be held in 2026 or, if
earlier, on 4 May 2026. It is proposed to renew
this authority and to authorise the Directors
under section 551 of the Companies Act 2006
to allot ordinary shares or grant rights to
subscribe for or convert any security into
shares in the Company for a period expiring at
the conclusion of the AGM to be held in 2027
or, if earlier, the close of business on 4 May
2027. This resolution, which follows the
guidelines issued by the Investment
Association, will allow the Directors to:
a) allot ordinary shares up to a maximum
nominal amount of £4,802,839.50,
representing approximately one third (33.33
per cent) of the Company’s existing issued
share capital and calculated as at 2 December
2025 (being the last practicable date prior to
publication of this notice); and
b) allot ordinary shares in connection with a
rights issue in favour of ordinary shareholders
up to a maximum nominal amount (including
any shares allotted under the paragraph
above) of £9,605,679, representing
approximately two thirds (66.67 per cent) of
the Company’s existing issued share capital
and calculated as at 2 December 2025 (being
the last practicable date prior to publication of
this notice).
The Directors have no present intention of
allotting shares under the authority conferred
by this resolution, but believe that the
flexibility allowed by this resolution may assist
them in taking advantage of business
opportunities as they arise.
If they do exercise this authority, the Directors
intend to follow best practice as
recommended by the Investment Association.
As at 2 December 2025 (being the last
practicable date prior to publication of this
notice) the Company does not have any shares
in treasury.
Resolution 16: Authority to make
political donations
It remains the policy of the Company not to
make political donations or to incur political
expenditure, as those expressions are
normally understood. However, following
broader definitions introduced by the Act, the
Directors continue to propose a resolution
designed to avoid inadvertent infringement of
these definitions.
The Act requires companies to obtain
shareholders’ authority for donations to
registered political parties and other political
organisations totalling more than £50,000 in
any 12-month period, and for any political
expenditure, subject to limited exceptions.
The definition of donation in this context is
very wide and extends to bodies such as those
concerned with policy review, law reform and
the representation of the business community.
It could also include special interest groups,
such as those involved with the environment,
which the Company and its subsidiaries might
wish to support, even though these activities
are not designed to support or to influence
support for any particular political party.
Resolution 17: Future plc Performance
Share Plan
The Company operates the Future plc 2023
Performance Share Plan (the ‘Plan’), which
was approved by shareholders in 2023 and is
used to make long term share awards to
employees.
The Company is proposing to
make two changes to the Plan, as follows: (i) to
confirm that the Plan may be used to grant
awards subject to time-vesting only, in
addition to awards subject to specific
performance conditions; and (ii) to update the
Plan’s dilution limits in line with latest investor
guidelines.
(i) Performance Conditions.
The Plan
currently states that the vesting of awards will
be conditional on the satisfaction of one or
more performance conditions.
The Company wishes to amend this provision
to make it clear that the Board may choose
whether or not to include specific
performance conditions when granting
awards.
This change is being made to confirm
that the Plan has the flexibility to grant both
performance-vesting awards (PSUs) and
time-vesting awards (RSUs) to participants,
including to Executive Directors (as proposed
under the Remuneration Policy).
Where awards are not subject to specific
performance conditions, they will be subject
to an underpin, as described in the
Remuneration Policy.
(ii) Dilution limits.
The Plan includes limits
(‘Dilution Limits’) on the use of newly issued
shares or treasury shares of the Company to
satisfy awards.
These Dilution Limits were implemented in
line with the investor guidelines in force at the
time the Plan was approved. The Dilution
Limits state that an award under the Plan may
not be granted if it may cause, in any rolling
10-year period, (a) the total number of shares
allocated under all of the Company’s employee
share plans to exceed 10%, or (b) the total
number of shares allocated under the
Company’s discretionary share plans to
exceed 5%.
Shares will count towards those Dilution
Limits if an award has been granted over
shares and that award has either been settled
using new-issue or treasury shares or that
award remains outstanding and could possibly
be settled using new issue or treasury shares
(whether or not it is anticipated that awards
will in fact be settled in that way).
The Company wishes to amend the Dilution
Limits to: (i) adjust how the dilution is
calculated so that the limits are calculated by
reference to the actual dilution impact rather
than the maximum possible dilution; and (ii)
5
Notice of AGM
Annual Report and Accounts 2025
remove the 5% limit. These updates are in line
with updated investor guidelines.
Having carefully considered the proposed
amendments to the Plan, and reviewed recent
changes to institutional investor guidance, the
Remuneration Committee has concluded that
the amendments would be in the best
interests of the Company to allow it more
flexibility in terms of how it deploys its capital
and to also potentially mitigate some of the
operational costs of acquiring shares in the
market to satisfy employee awards.
The Group will continue to carefully plan and
monitor its use of new issue and treasury
shares under its employee share plans within
the limits set out in investor guidance.
An updated draft of the Plan, which includes
both of these changes, will be available for
inspection through the FCA’s National Storage
Mechanism https://www.fca.org.uk/markets/
primary-markets/regulatory-disclosures/
national-storage-mechanism and will be
available for review at the place of the AGM
for at least 15 minutes prior to and until the
conclusion of the meeting.
Special Resolutions
For each of the following resolutions to be
passed, at least 75 per cent of the votes cast
must be in favour of the resolution.
Resolutions 18 and 19: Directors’ general
powers to disapply preemption rights
At last year’s meeting, special resolutions
were passed, under sections 570 and 573 of
the Act, empowering the Directors to allot
equity securities for cash without a prior offer
to existing shareholders. Resolutions 18 and
19 will renew and, in the case of follow-on
offers of a kind contemplated by paragraph 3
of Section 2B of the Statement of Principles
only, extend these authorities. In line with the
guidance set out in the Statement of
Principles, if approved, resolution 18 will
authorise the Board to allot equity securities
(as defined in section 560 of the Act) for cash
and/or to sell ordinary shares held by the
Company as treasury shares for cash on a
non-pre-emptive basis. The authority will be
limited to: (i) the allotment for fully pre-
emptive offers; (ii) the allotment of equity
securities or sale of treasury shares
(otherwise than under paragraph (i) above) up
to a nominal amount of £1,440,851.85, which
represents approximately 10% of the issued
share capital of the company as at 2
December 2025 (being the latest practicable
date prior to publication of this notice); and (iii)
the allotment of equity securities or sale of
treasury shares (otherwise than under (i) or (ii)
above) up to a nominal amount equal to 20% of
any allotment of equity securities or sale of
treasury shares from time to time under (ii),
such authority to be used only for the
purposes of making a follow on offer of a kind
contemplated by paragraph 3 of Section 2B of
the Statement of Principles.
In line with the guidance set out in the
Statement of Principles, if approved, resolution
19 will additionally authorise the Board to allot
equity securities (as defined in section 560 of
the Act) and/or sell ordinary shares held by the
Company as treasury shares for cash on a non
pre-emptive basis.
This additional authority will be limited to: (i)
the allotment of equity securities or sale of
treasury shares up to a nominal amount of
£1,440,851.85, which represents
approximately 10% of the issued share capital
of the Company as at 2 December 2025 (being
the latest practicable date prior to publication
of this notice), for the purposes of financing (or
refinancing, if the authority is to be used within
12 months after the original transaction) a
transaction which the Board determines to be
an acquisition or other capital investment of a
kind contemplated by the Statement of
Principles and which is announced at the same
time as the allotment, or has taken place in the
preceding 12 month period and is disclosed in
the announcement of the allotment; and (ii) the
allotment of equity securities or sale of
treasury shares (otherwise than under (i)) up to
a nominal amount equal to 20% of any
allotment of equity securities or sale of
treasury shares from time to time under (i),
such authority to be used only for the
purposes of making a follow-on offer of a kind
contemplated by paragraph three of Section
2B of the Statement of Principles.
The Directors consider the authorities in these
two resolutions to be appropriate in order to
allow the Company flexibility to finance
business opportunities or to conduct a fully
pre-emptive offer without the need to comply
with the strict requirements of the statutory
pre-emptive provisions. The Directors have no
present intention to make use of these
authorities. If the powers sought by
Resolutions 18 and 19 are used in relation to a
non-pre-emptive offer, the Directors confirm
their intention to follow the shareholder
protections in paragraph 1 of Part 2B of the
Statement of Principles and, where relevant,
follow the expected features of a follow-on
offer as set out in paragraph 3 of Part 2B of the
Statement of Principles.
The authorities sought under resolutions 18
and 19 will, if granted, lapse at the conclusion
of the next Annual General Meeting or, if
earlier, the close of business on 4 May 2027.
Resolution 20: Return of cash via share
buyback
At the AGM last year, the Directors were given
authority to make on-market purchases of
ordinary shares up to a maximum of
approximately 10 per cent of the Company’s
issued share capital . This authority will expire
at the conclusion of this year’s Annual General
Meeting.
Resolution 20, which will be proposed as a
special resolution, seeks to renew the
authority granted at the AGM last year and
gives the Company authority to buy back its
own ordinary shares in the market as
permitted by the Act.
In line with institutional investor guidelines,
the authority limits the numbers of shares that
could be purchased to a maximum of
9,605,679 ordinary shares (representing
approximately 10 per cent of the issued
ordinary share capital (excluding treasury
shares)) of the Company as at 2 December
2025 (being the latest practicable date prior
to publication of this notice). The authority
sought under Resolution 20 will, if granted,
lapse at the conclusion of the next Annual
General Meeting or, if earlier, the close of
business on 4 May 2027. Any shares
purchased will be cancelled.
The Directors intend to announce, on 4
December 2025, a further share repurchase
programme of up to £30m. The Directors will
exercise this authority only when to do so
would be in the best interests of the Company
and of its shareholders generally.
The Company has options and awards
outstanding over 2,699,605 ordinary shares,
representing 2.8% of the Company’s issued
ordinary share capital (excluding treasury
shares) as at 2 December 2025 (being the
latest practicable date prior to the publication
of the Notice). If the authority now being
sought by resolution 20 were to be used in full,
the total number of options and awards
outstanding would represent 2.96% of the
Company’s issued ordinary share capital
(excluding treasury shares) at that date.
Resolution 21: Notice of general meetings
The notice period for general meetings, as
governed by the Act, is 21 days. The notice
period can be less if shareholders approve a
shorter notice period, however it cannot be
shorter than 14 clear days. AGMs cannot be
held at shorter notice and must always be held
on at least 21 clear days’ notice.
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Future plc
At last year’s AGM, shareholders authorised
the calling of general meetings other than an
AGM on not less than 14 clear days’ notice and
it is proposed that this authority be renewed.
The authority granted by this resolution, which
will be proposed as a special resolution, if
passed, will be effective until the Company’s
next Annual General Meeting, when it is
intended that a similar resolution will be
proposed.
Note, that if a general meeting is called on less
than 21 clear days’ notice, the Company will
arrange for electronic voting facilities to be
available to all shareholders. The flexibility
offered by this resolution will be used where,
taking into account the circumstances, and
noting the recommendations of the UK
Corporate Governance Code, the Directors
consider this appropriate in relation to the
business of the meeting and in the interests of
the Company and shareholders as a whole.
FURTHER INFORMATION ABOUT THE AGM
1. Information regarding the meeting, including
the information required by section 311A of the
Act, is available from: https://www.futureplc.
com/shareholder-info/.
Attendance at the AGM
2. The AGM (the ‘Meeting’) will take place as a
physical meeting. We strongly encourage
shareholders to submit a proxy vote in advance
of the AGM and to appoint the Chair of the
meeting as their proxy, rather than a named
person who, if circumstances change, may not
be able to attend the meeting.
If you are attending the meeting in person,
please bring the attendance card attached to
your form of proxy and arrive at Future’s
London office, 121 - 141 Westbourne Terrace,
Paddington, London, W2 6JR, in sufficient time
for registration.
We will keep you updated should the plans for
our AGM change in light of future
developments. Any change to the location, time
or date of our AGM will be communicated to
shareholders in accordance with our Articles of
Association and by Stock Exchange
Announcement.
Appointment of a proxy does not preclude a
member from attending the meeting and voting
in person. If a member has appointed a proxy
and attends the meeting in person, the proxy
appointment will automatically be terminated.
Appointment of proxies
3. Any member entitled to attend and vote at
the meeting may appoint one or more proxies
to attend, speak and vote in their place. A
member may appoint more than one proxy
provided that each proxy is appointed to
exercise the rights attached to a different
share or shares held by that shareholder. If you
appoint multiple proxies for a number of
shares in excess of your holding, the proxy
appointments may be treated as invalid. A
proxy need not be a member of the Company.
A proxy card is enclosed. To be effective,
proxy cards should be completed in
accordance with Notice of Annual General
Meeting, these notes and the notes to the
proxy form, signed and returned so as to be
received by the Company’s Registrars:
Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS13 8AE
not later than 11.00 am on Tuesday, 3 February
2026, being two business days before the
time appointed for the holding of the meeting.
If you submit more than one valid proxy
appointment, the appointment received last
before the latest time for the receipt of
proxies will take precedence.
Electronic appointment of proxies
4. As an alternative to completing the printed
proxy form, you may appoint a proxy
electronically by visiting the following website:
www.investorcentre.co.uk/eproxy.
You will be asked to enter the Control Number,
the Shareholder Reference Number (SRN) and
PIN as printed on your proxy form and to
agree to certain terms and conditions. To be
effective, electronic appointments must have
been received by the Company’s Registrars
not later than 11.00 am on Tuesday, 3
February 2026.
Number of shares in issue
5. As at the close of business on 2 December
2025 (being the last business day prior to the
publication of this notice) the Company’s
issued share capital consisted of 96,056,790
Ordinary shares of 15 pence each. Each
Ordinary share carries one vote. There are no
shares held in treasury. The total number of
voting rights in the Company is therefore
96,056,790.
Documents available for inspection
6. Printed copies of the service contracts of
the Company’s Directors and the letters of
appointment for the non-Executive Directors
will be available for inspection during usual
business hours on any weekday (Saturdays,
Sundays and public holidays excluded) at the
Company’s London office at 121 - 141
Westbourne Terrace, Paddington, London, W2
6JR and at the Company’s registered office at
Quay House, The Ambury, Bath, BA1 lUA
including on the day of the meeting from 11.00
am until its completion.
Eligible shareholders
7. The Company, pursuant to Regulation 41 of
The Uncertificated Securities Regulations
2001, specifies that only those members on
the register of the Company as at 11.00 am on
Tuesday, 3 February 2026 or, if this meeting is
adjourned, in the register of members 48
hours before the time of any adjourned
meeting, are entitled to attend and vote at the
meeting in respect of the number of shares
registered in their name at that time. Changes
to entries on the Register after 11.00 am on
Tuesday, 3 February 2026 or, if this meeting is
adjourned, in the register of members 48
hours before the time of any adjourned
meeting, will be disregarded in determining
the rights of any person to attend or vote at
the meeting.
Indirect investors
8. Any person to whom this notice is sent who
is a person that has been nominated under
section 146 of the Act to enjoy information
rights (a ‘Nominated Person’) does not have a
right to appoint a proxy. However, a Nominated
Person may, under an agreement with the
registered shareholder by whom they were
nominated (a ‘Relevant Member’), have a right
to be appointed (or to have someone else
appointed) as a proxy for the meeting.
Alternatively, if a Nominated Person does not
have such a right, or does not wish to exercise
it, they may have a right under any such
agreement to give instructions to the Relevant
Member as to the exercise of voting rights.
A Nominated Person’s main point of contact in
terms of their investment in the Company
remains the Relevant Member (or, perhaps,
the Nominated Person’s custodian or broker)
and the Nominated Person should continue to
contact them (and not the Company)
regarding any changes or queries relating to
the Nominated Person’s personal details and
their interest in the Company (including any
administrative matters). The only exception to
this is where the Company expressly requests
a response from the Nominated Person.
Appointment of proxies through CREST /
Proxymity
9. CREST members who wish to appoint a
proxy or proxies through the CREST electronic
proxy appointment service may do so for the
meeting and any adjournment(s) thereof by
using the procedures described in the CREST
Manual. CREST personal members or other
CREST sponsored members, and those
CREST members who have appointed a voting
service provider(s), should refer to their
7
Notice of AGM
Annual Report and Accounts 2025
CREST sponsor or voting service provider(s),
who will be able to take the appropriate action
on their behalf.
For a proxy appointment or instruction made
using the CREST service to be valid, the
appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in
accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the
information required for such instructions, as
described in the CREST Manual. The message,
regardless of whether it constitutes the
appointment of a proxy or an amendment to
the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted
so as to be received by the issuer’s agent (ID
3RA50) by 11.00 am on Tuesday, 3 February
2026 or, if the meeting is adjourned, not less
than 48 hours before the time fixed for the
adjourned meeting. For this purpose, the time
of receipt will be taken to be the time (as
determined by the timestamp applied to the
message by the CREST Applications Host)
from which the issuer’s agent is able to retrieve
the message by enquiry to CREST in the
manner prescribed by CREST. After this time
any change of instructions to proxies appointed
through CREST should be communicated to
the appointee through other means.
CREST members and, where applicable, their
CREST sponsors or voting service providers
should note that Euroclear UK & Ireland
Limited does not make available special
procedures in CREST for any particular
messages. Normal system timings and
limitations will therefore apply in relation to
the input of CREST Proxy nstructions. It is the
responsibility of the CREST member
concerned to take (or, if the CREST member is
a CREST personal member or sponsored
member or has appointed a voting service
provider(s), to procure that his/her CREST
sponsor or voting service provider(s) take(s))
such action as is necessary to ensure that a
message is transmitted by means of the
CREST system by any particular time. In this
connection, CREST members and, where
applicable, their CREST sponsors or voting
service providers are referred, in particular, to
those sections of the CREST Manual
concerning practical limitations of the CREST
system and timings.
The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out
in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
If you are an institutional investor you may
also be able to appoint a proxy electronically
via the Proxymity platform, a process which
has been agreed by the Company and
approved by the Registrar. For further
information regarding Proxymity, please go to
www.proxymity.io. Your proxy must be lodged
by 11.00 am on Tuesday, 3 February 2026 in
order to be considered valid. Before you can
appoint a proxy via this process you will need
to have agreed to Proxymity’s associated
terms and conditions. It is important that you
read these carefully as you will be bound by
them and they will govern the electronic
appointment of your proxy.
Amending a proxy
10. To change a proxy instruction, a member
needs to submit a new proxy appointment
using the methods set out above. Note that
the deadlines for receipt of proxy
appointments (see above) also apply in
relation to amended instructions; any
amended proxy appointment received after
the relevant deadline will be disregarded.
Where a member has appointed a proxy using
the paper proxy form and would like to change
the instructions using another such form, that
member should contact the Registrars on +44
(0)370 707 1443.
If more than one valid proxy appointment is
submitted, the appointment received last
before the deadline for the receipt of proxies
will take precedence.
Revoking a proxy
11. In order to revoke a proxy instruction, a
signed letter clearly stating a member’s
intention to revoke a proxy appointment must
be sent by post or by hand to the Company’s
Registrars:
Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS13 8AE.
Note that the deadlines for receipt of proxy
appointments (see above) also apply in
relation to revocations; any revocation
received after the relevant deadline will be
disregarded.
Corporate members
12. In the case of a member which is a
company, any proxy form, amendment or
revocation must be executed under its
common seal or signed on its behalf by an
officer of the company or an attorney for the
company. Any power of attorney or any other
authority under which the documents are
signed (or a duly certified copy of such power
of authority) must be included. A corporate
member can appoint one or more corporate
representatives who may exercise, on its
behalf, all its powers as a member provided
that no more than one corporate
representative exercises powers over the
same share. Members considering the
appointment of a corporate representative
should check their own legal position, the
company’s articles of association and the
relevant provision of the Act.
Joint holders
13. Where more than one of the joint holders
purports to vote or appoint a proxy, only the
vote or appointment submitted by the
member whose name appears first on the
register will be accepted.
Questions at the AGM
14. Any member attending the meeting has
the right to ask questions in person at the
meeting or by email prior to the meeting at
cosec@ futurenet.com. Under section 319A of
the Act, the Company must answer any
question you ask relating to the business
being dealt with at the meeting unless:
a) answering the question would interfere
unduly with the preparation for the meeting or
involve the disclosure of confidential
information;
b) the answer has already been given on a
website in the form of an answer to a question;
or
c) it is undesirable in the interests of the
Company or the good order of the meeting
that the question be answered.
Members’ right to require circulation of a
resolution to be proposed at the AGM
15. Under section 338 of the Act, a member or
members meeting the qualification criteria set
out at note 18 below may, subject to
conditions set out at note 19, require the
Company to give to members notice of a
resolution which may properly be moved and
is intended to be moved at that meeting.
Members’ right to have a matter of business
dealt with at the AGM
16. Under section 338A of the Act, a member
or members meeting the qualification criteria
set out at note 18 below may, subject to the
conditions set out at note 19, require the
Company to include in the business to be dealt
with at the AGM a matter (other than a
proposed resolution) which may properly be
included in the business (a matter of business).
Website publication of any audit concerns
17. Pursuant to Chapter 5 of Part 16 of the Act,
where requested by a member or members
meeting the qualification criteria set out at
note 18 below, the Company must publish on
its website a statement setting out any matter
that such members propose to raise at the
AGM relating to the audit of the Company’s
accounts (including the auditors’ report and
8
Future plc
the conduct of the audit) that are to be laid
before the AGM.
Where the Company is required to publish
such a statement on its website:
a) it may not require the members making the
request to pay any expenses incurred by the
Company in complying with the request;
b) it must forward the statement to the
Company’s auditors no later than the time the
statement is made available on the Company’s
website; and
c) the statement may be dealt with as part of
the business of the AGM.
The request:
a) may be in hard copy form or in electronic
form and must be authenticated by the person
or persons making it (see note 19(d) and (e)
below); b) should either set out the statement
in full or, if supporting a statement sent by
another member, clearly identify the
statement which is being supported; and
c) must be received by the Company at least
one week before the AGM.
Members’ qualification criteria
18. In order to be able to exercise the
members’ rights set out in notes 15 to 17
above, the relevant request must be made by:
a) a member or members having a right to
vote at the AGM and holding at least 5 per
cent of total voting rights of all the members
having a right to vote on the resolution to
which the request relates; or
b) at least 100 members having a right to vote
at the AGM and holding, on average, at least
£100 of paid up share capital.
Conditions
19. The conditions are that:
a) any resolution must not, if passed, be
ineffective (whether by reason of
inconsistency with any enactment or the
Company’s constitution or otherwise);
b) the resolution or matter of business must
not be defamatory of any person, frivolous or
vexatious;
c) the request:
i) may be in hard copy form or in electronic
form;
ii) must identify the resolution or the matter of
business of which notice is to be given by
either setting it out in full or, if supporting a
resolution/ matter of business sent by another
member, clearly identifying the resolution/
matter of business which is being supported;
iii)in the case of a resolution, must be
accompanied by a statement setting out the
grounds for the request; iv)must be
authenticated by the person or persons
making it; and
v) must be received by the Company not later
than six weeks before the date of the AGM;
and
d) in the case of a request made in hard copy
form, such request must be:
(i) signed by you and state your full name and
address; and
(ii) sent either: by post to Company Secretary,
Future plc, Quay House, The Ambury, Bath
BA1 lUA;
or by fax to +44(0)1225 732266 marked for
the attention of the Company Secretary; and
e) in the case of a request made in electronic
form, such request must:
i) state your full name and address; and
(ii) be sent to cosec@futurenet.com.
Please state ‘AGM’ in the subject line of the
email. You may not use this electronic address
to communicate with the Company for any
other purpose.