REG - Future PLC - 2026 Half Year Results
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RNS Number : 2355E Future PLC 14 May 2026
14 May 2026
FUTURE plc
2026 HALF YEAR RESULTS
H1 impacted by known high-margin revenue pressures, improving trends in Q2
support unchanged guidance
Future plc (LSE: FUTR, "Future", "the Group"), the global platform for
specialist media, today publishes its results for the half-year ended 31 March
2026.
Highlights
Financial results for the half-year ended 31 March 2026
Adjusted results¹ HY 2026 HY 2025 Reported variance Constant currency variance¹ Organic variance¹
Revenue (£m) 349.1 378.4 (8)% (6)% (6)%
Adjusted EBITDA (£m) 83.3 109.8 (24)% (22)% n/a
Adjusted EBITDA (%) 24% 29% (5)ppt (5)ppt n/a
Adjusted diluted EPS (p) 46.4 59.7 (22)% n/a n/a
Adjusted free cash flow (£m) 91.1 111.5 (18)% n/a n/a
( )
Statutory results HY 2026 HY 2025 Reported variance
Revenue (£m) 349.1 378.4 (8)%
Operating profit (£m) 32.7 69.1 (53)%
Operating profit margin(%) 9% 18% (9)ppt
Profit before tax (£m) 18.4 56.6 (67)%
Diluted EPS (p) 12.9 38.0 (66)%
Cash generated from operations (£m) 96.2 115.9 (17)%
(1) The Glossary section of this document provides definitions of, and
reconciliations to, adjusted measures.
Kevin Li Ying, Future's Chief Executive, said:
"I am encouraged by the strategic progress we have made in the half-year
despite the challenging backdrop, which impacted trading in programmatic
advertising and eCommerce.
"In the age of AI, our trusted, human-originated and specialist content is
more important than ever. We are making meaningful progress leveraging our
market-leading AI-visibility as a new source of revenue through products such
as Future Optic, which offers tailored generative AI optimisation services to
leading brands across verticals, and Signal, which is our multi-channel
ecommerce solution for an AI world. We are also harnessing Go.Compare's
strengths, technology and innovation to further enhance its market position.
"We are focused on continuing to progress our brand and content strategy to
become brand destinations to drive renewed organic growth, ensuring we amplify
our significant audience reach and diversify into faster growing segments.
With our innovative and growth mindset we create new monetisable products and
deploy them across our brands, whilst continuing to optimise legacy revenue
streams.
We remain financially disciplined. Where brands and assets don't deliver the
platform effect, the Board will look to unlock value from them.
"There is much more to come and we are confident that our strategy will return
Future to sustainable growth."
Financial & operational highlights
● Revenue was down (8)% year-on-year at £349.1m (HY 2025:
£378.4m), with (6)% organic decline, the benefit of 10 weeks of SheerLuxe
revenue offset by FX and closures. Across the divisions:
○ B2C - the Group's largest division - organic revenue decline of (6)%
for the period driven by previously announced reduction in programmatic
advertising and ecommerce affiliates with growth in direct advertising and
good performance in other revenue lines supported by the execution of our
strategic initiatives.
○ Go.Compare revenue declined (6)%, reflecting the anticipated lower
car quote volumes compared to the heightened activity in Q1 2025, combined
with a challenging home market. Trends are now easing with Q2 revenue only
down (3)%, including growth in March.
○ B2B revenue continues to be challenging with a (7)% organic decline
but with clear improvement in Q2 only down (2)%. The decline was driven by
Education, Retail and Financial services with strong growth in Tech.
● Adjusted EBITDA margin was (5)ppt lower than last year at 24% as
previously communicated (HY 2025: 29%), largely driven by revenue mix
reflecting the impact of lower programmatic and ecommerce affiliate
high-margin revenue. This resulted in an adjusted EBITDA decline of (24)% to
£83.3m (HY 2025: £109.8m). Statutory operating profit was down (53)% to
£32.7m (HY 2025: £69.1m), reflecting lower adjusted EBITDA combined with
higher transaction and integration-related costs.
● Adjusted diluted EPS was (22)% lower than the prior year, mainly
reflecting the decrease in adjusted EBITDA.
● The Group remains highly cash generative with adjusted free cash flow
of £91.1m (HY 2025: £111.5m), representing 109% of adjusted EBITDA (HY 2025:
102%). Cash generated from operations was £96.2m (HY 2025: £115.9m).
● £52.9m returned to shareholders during the period comprising
£36.9m through share buybacks (HY 2025: £39.5m) and dividends of £16.0m (HY
2025: £3.7m). On 1 April 2026, there was just over £20m remaining on the
£30m share buyback programme.
● Leverage reflecting strong returns to shareholders and SheerLuxe
acquisition with £314.1m net debt (FY 2025: £276.4m) and leverage at 1.6x
(FY 2025: 1.3x). Total available debt facilities at the end of March 2026 were
£600.0m (FY 2025: £600.0m). In H2, the Group will focus on net debt
reduction.
● Optimising our portfolio - ensuring we have the right portfolio of
assets is a continuous process.
○ Recognising the strategic importance of creator-led digital media, we
acquired SheerLuxe in January 2026 for a £39.9m initial consideration, a
fast-growing UK-based digital publishing group that combines the authority of
a trusted media brand with the authenticity and engagement of the creator
economy (see note 17).
○ The Board believes that the Group is fundamentally undervalued. The
Board is actively focused on driving value from the assets which deliver a
strong platform effect and to realise value for shareholders from those that
do not.
Outlook is unchanged and in line with current consensus
● The Group is expecting mid to low single-digit organic revenue
decline for FY 2026.
● The Group continues to expect to deliver an adjusted EBITDA margin
in the range of 25-27%.
● The Group continued to expect cash conversion to adjusted EBITDA
to ~90%.
Company compiled consensus for FY 2026 includes 7 analysts: Revenue £710m,
EBITDA £183m
Presentation
A webcast of the presentation followed by live Q&A will be held today at
8.00am (UK time) at:
https://stream.brrmedia.co.uk/broadcast/69aeb0d154af4a00132686ac
(https://stream.brrmedia.co.uk/broadcast/69aeb0d154af4a00132686ac)
A copy of the presentation will be available on our website at:
https://www.futureplc.com/investor-results/
(https://www.futureplc.com/investor-results/)
A recording of the webcast will also be made available.
Enquiries:
Future plc +44 (0)122 544 2244
Kevin Li Ying, Chief Executive Officer
Sharjeel Suleman, Chief Financial Officer
+44 (0)777 564 1509
Marion Le Bot, Head of Investor Relations
Media +44 (0)203 805 4822
Headland
Stephen Malthouse, Rob Walker
future@headlandconsultancy.com
About Future
We are the platform for creating and distributing trusted, specialist content,
to build engaged and valuable global communities. We operate ~170 brands in
diversified content verticals, with multiple market-leading positions and
three core monetisation frameworks: advertising, eCommerce affiliate and
direct consumer monetisation (subscriptions and newstrade magazine sale). Our
content is published and distributed through a range of formats including
websites, email newsletters, videos, magazines and live events. The successful
execution of our strategy is focused on three pillars: brand and content,
monetisation and efficiency.
Chief Executive Officer's review
Future is a data-first platform that monetises high audience engagement
enabled by our trusted specialist brands.
Our 170 brands produce different expert content across multiple channels. This
content attracts audiences which are then monetised by leveraging our tech
stack in a multitude of ways and collecting valuable data along the way,
making the platform a powerful value creation vehicle. Our strategy is
timeless and we are focusing on execution with our innovation roadmap launched
in September 2025, whilst managing constant disruption and macro volatility.
This disruption, as a reminder, is only impacting 16% of the Group's revenue
and it is also important to remember that disruption in our business
environment does not just risk, it also creates opportunities which we are
leaning into.
Our strategy is articulated around three pillars: brands and content,
monetisation and efficiency.
Brands and content strategy
We are very clear where our value resides:
- We have market-leading brands across many verticals
- Our human-originated content is valuable for our audiences -
wherever they are
- We know that these audiences exist and can be monetised
successfully on multiple channels, and we have this today already in our
portfolio
Our brand and content strategy is all about expanding our brands across more
distribution channels, reducing reliance on Google search to provide traffic
and becoming truly channel-agnostic.
In an AI-world, the importance of trust and expertise is rising - this is
carried by our trusted brands and high-quality content. The way people consume
content is changing and so our distribution channels are evolving. We need to
be where audiences are: we have magazines including subscriptions, we have
trusted and expert websites, we are on social media, we are on Apple News, we
have email subscribers, we hold events, we are highly visible in AI and as new
channels emerge, we will be there with text, video and audio content.
Our brands are at different stages in our journey to become truly
multi-channel. This is why we have categorised them in four segments:
1. Destination brands: growth brands whose content exists and is found
by audiences across multiple channels. These are brands that pull audiences,
rather than having audiences pushed to them. The majority of their revenue is
driven by direct, high-value advertising.
They represent 9% of the group's revenue and are growing at 5% proforma.
2. Brands in transition: brands that are well-advanced in their
transformation and have started to be channel-agnostic but still rely on
Google as a major source of traffic to their website.
They represent 45% of the group's revenue and are declining at (5)%.
3. Non-diversified brands: the majority of their audience and revenue
are linked to Google. These brands require a pivot to a channel-agnostic
approach.
They represent 15% of the group's revenue and are declining at (18)%.
4. Portfolio brands: simply put these are run for cash to fund growth
elsewhere. They are run extremely well, outperforming their own market.
They represent 31% of the group's revenue and are declining at (7)%.
The segmentation is not static, we expect most of our brands to move upwards
and become destination brands, whilst some might remain portfolio brands. This
focus allows us to prioritise our resources to where these yield the best
results, to give clarity and focus to the teams on how their brands are being
managed and to drive change at pace. The brand' transformations are being
perfected at each iteration, through a playbook which makes us faster and more
effective as we progress.
It is worth noting that this transformation also applies to Go.Compare as a
brand in transition on its way to become a destination brand through the
diversification of its channels including Renewal, our insurance wallet app
and the launch of its first ChatGPT app. Go.Compare has high-barriers to entry
both as an FCA-regulated entity that requires relationships with insurers to
drive policy enforcement and has very high brand trust through its transparent
approach to sensitive data. This is a moat that we are building on in bringing
innovation to the brand.
Monetisation strategy & an update on strategic initiatives
Our track record is one of effective monetisation where we playbook a revenue
stream and apply it to our entire portfolio. This mindset is unchanged.
Monetisation is about creating new revenue streams by reaching audiences
across channels or audience-less revenue from AI or data. It is also about
continuing to monetise our legacy revenue streams effectively.
Having diversified audiences and being channel-agnostic allows us to diversify
into high-growth adjacent advertising markets such as video, audio, social and
the content creator economy. Combining the scale and reach of our brands with
innovative new products that solve our clients' problems, gives our sales
teams an effective portfolio to sell to advertising clients, becoming a
must-partner with. In other words, sales teams are leveraging the trust and
power of our brands combined with the high-intent of our audiences to sell an
enriched product portfolio. Additionally, we have revenue streams that
generate revenue without the need for a sales team, such as ecommerce
affiliates. These are high-margin revenue streams and we are creating new
products that behave in the same manner - such as Signal and its suite of
products and data products. Finally, I want to remind you of the value of
repeatable revenue streams that can pass through inflation to customers. This
is what we have in subscriptions.
We launched our innovation roadmap at the start of the financial year which
encompasses eleven initiatives to drive monetisation. To date, eight
initiatives have been launched and the early signs of success give us
confidence for the future:
Future Optic is our AI visibility ad package, presented in December, which
leverages our high AI visibility in LLMs. This initiative is gaining traction
with £2m sold to date and £10m booked for the full year. The reason this
initiative is successful is:
1. It solves a problem for advertisers (i.e. how they achieve
visibility for their products in LLMs); and
2. Future has scale and expertise in AI visibility which is externally
recognised (e.g. by SimilarWeb, Peec, Ahrefs and Promptwatch)
In Go.Compare, Renewal, our insurance wallet app was launched in February
following a full re-platforming. Its purpose is to keep customers in the
Go.Compare ecosystem, driving customer acquisition efficiency. We are now in
the process of scaling members as well as bringing new functionalities to the
app.
In addition to Renewal, Go.Compare has launched the first version of its own
ChatGPT app, the first step into becoming an AI agent whilst abiding by strict
compliance rules.
Future+ is our membership proposition and the embodiment of our Google-Zero
strategy, which drives engagement directly with our audiences through a range
of tools and features. Future+ has been launched on seven brands, generating
200k new valuable members by being more engaged and providing more rich data
in our data lake.
Collab creates a network of content creators who use our platform to publish
their content and use our tech stack to monetise it. Collab has generated over
two million page views in the first six months of the financial year, driving
incremental revenue in direct advertising, facilitating branded content
packages and ecommerce revenue.
Helix is our data intelligence engine that leverages customer behaviour data
packaged for clients for targeting customers with precision. Helix was
launched in March 2026 and is already being sold and driving outcomes for our
customers with +21% CTR improvement compared to non-Helix impressions.
Signal is our enhanced ecommerce proposition, diversifying away from web-only
to new distribution points such as social platforms, Go.Compare, or LLMs as
well as improving customer experience on our sites through Product Finder - an
AI-driven ecommerce search toolbar on Tom's Guide. On LLMs, we are about to
submit our first WhoWhatWear ChatGPT app, leveraging the brand's visibility -
as the most visible fashion and beauty brand in AI according to SimilarWeb -
combined with our expert content to help consumers shop in an LLM environment.
This is the first of many.
Importantly, these initiatives are not working in siloes and are complementary
to each other. For example, Future Optic combined with Helix is making Future
an advertising destination for advertisers, unlocking new clients and part of
our 360 degrees sales approach.
Not all of these are at the same level of maturity; this allows us to deliver
today while also building for tomorrow, making our business sustainable.
A more efficient operating model
Our third strategic pillar is efficiency. Innovation is part of our operating
model and we are continuously looking at using technology, including AI to
drive efficiencies and reduce costs across the Group. At FY 2025, we announced
a Group-wide programme to drive £20.0m annualised efficiency savings by
FY2028. We are on track to realise £5.0m in FY 2026 driven by initiatives
across the Group, from back-office to front office functions.
Capital allocation and portfolio review
The Group continues to have strong financial characteristics of good margins
and strong cash generation with adjusted free cash flow conversion of 109%.
Our five-pillar capital allocation framework continued to be applied to
optimise value creation:
1. Investment for organic growth: being an asset light business, our
capex in the period was £10.4m or 3% of revenue (HY 2025: £7.8m or 2% of
revenue).
2. Bolt-on M&A: in the half, we acquired SheerLuxe, a UK-based
digital publishing group that combines the authority of a trusted media brand
with the authenticity and engagement of the creator economy, for an initial
consideration of £39.9m and a potential further earn-out subject to continued
double digit EBITDA growth (note 17).
3. Strategic M&A: this pillar is currently not a priority but we will
continue to remain opportunistic.
4. Dividends: in HY 2026, we paid a dividend of £16.0m in February, a 5x
increase on our previous dividend per share, signalling our confidence in the
future growth of the Group - both in earnings and cash to be able to sustain
the dividend while retaining full flexibility to allocate capital to other
options. (HY 2025: £3.7m).
5. Share buybacks: during the half, we spent £36.9m. This included the
completion of our 4th programme and the start of our 5th programme which is
due to complete in H2. As previously announced, the Group will return excess
free cash to shareholders such that the Group maintains a minimum leverage of
1x.
Given our current leverage of 1.6x net debt/EBITDA and continued market
volatility, the Board wants to remain prudent and the Group will focus on
reducing net debt in the second half, with a view to managing leverage down to
1x over time.
Optimising our portfolio is a continuous process driving focus and
accountability to ensure execution of our strategy. We continuously assess our
assets to ensure they are strategic, poised for growth and/or cash generative.
During the year, we closed certain brands that did not meet these criteria.
The Board believes that the Group is fundamentally undervalued. The Board is
actively focused on driving value from the assets which deliver a strong
platform effect and to realise value for shareholders from those that do not.
Outlook
● The Group is expecting mid to low single-digit organic revenue
decline for the FY 2026.
● The Group continues to expect to deliver an adjusted EBITDA margin
in the range of 25-27%.
● The Group continued to expect cash conversion to adjusted EBITDA
to ~90%.
Financial summary
The financial summary is based primarily on a comparison of results for the
half-year ended 31 March 2026 with those for the half-year ended 31 March
2025.
HY 2026 HY 2025
£m £m
Revenue 349.1 378.4
Adjusted EBITDA 83.3 109.8
Operating profit 32.7 69.1
Profit before tax 18.4 56.6
Basic earnings per share (p) 13.1 38.4
Diluted earnings per share (p) 12.9 38.0
Adjusted basic earnings per share (p) 46.9 60.2
Adjusted diluted earnings per share (p) 46.4 59.7
( )
The Directors believe that adjusted results provide additional useful
information on the 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.
Revenue
Revenue movement(1)
HY 2026
vs
HY 2025
%
Organic decline (6)%
Impact of acquisitions, closures and disposals flat
Year-on-year decline at constant rate (6)%
Impact of foreign exchange (2)%
Reported revenue change (8)%
(1) The Glossary section of this document provides definitions of, and
reconciliations to, adjusted measures.
Group revenue was down (8)% year-on-year at actual currency, with a (6)%
organic decline combined with the previously announced closures of brands
partially offset by the SheerLuxe acquisition and adverse foreign exchange.
The Group is organised and arranged primarily by reportable segments.
HY 2026 HY 2025 Reported Organic
£m £m YoY var YoY var
B2C 235.2 256.0 (8)% (6)%
Go.Compare 89.8 95.3 (6)% (6)%
B2B 24.1 27.1 (11)% (7)%
TOTAL REVENUE 349.1 378.4 (8)% (6)%
B2C revenue
HY 2026 HY 2025 Reported Organic
£m £m YoY var YoY var
US digital advertising 44.3 48.8 (9)% (4)%
UK digital advertising 25.2 22.5 +12% +1%
Digital advertising 69.5 71.3 (2)% (3)%
eCommerce affiliates 32.3 44.5 (27)% (24)%
Other Media 14.1 12.8 +10% +10%
MEDIA 115.9 128.6 (10)% (9)%
Subscriptions 58.5 60.9 (4)% flat
Other Magazines 60.8 66.5 (8)% (7)%
MAGAZINES 119.3 127.4 (6)% (4)%
B2C REVENUE 235.2 256.0 (8)% (6)%
Reported revenue for B2C was down (8)%, with the benefit of the SheerLuxe
acquisition being offset by the impact of foreign exchange, closures and the
organic revenue decline of (6)%.
Media
Total digital audience of 525m (HY 2025: 578m), declined (9)% driven by (15)%
website sessions(2) decline to 278m (HY 2025: 328m), masking the stability in
off-platform users at 247m (HY 2025: 250m). However, the correlation between
sessions and revenue is decreasing, driven by our successful strategic focus
on driving direct advertising which is less or not at all dependent on website
audience.
Media organic revenue was down (9)% in the period with an improved Q2 exit
rate of (7)%. The main driver of the performance was the decline in
programmatic advertising and ecommerce affiliate revenue (16% of Group's
revenue). This is partially offset by good performance elsewhere, notably the
+8% growth in direct advertising coming from both the UK and the US. During
the period, we saw +8ppt of ads revenue move into direct from programmatic. As
a result, our overall yields grew +13% year on year. These results are
testament that our strategic initiatives are driving growth.
UK Digital advertising returned to organic growth in the period with +1%
revenue growth, accelerating to +3% in Q2. The outstanding direct performance
of +9% was offset by (19)% decline in programmatic advertising.
In the US, digital advertising organic revenues were down (4)% . Similarly to
the UK, the strong +7% direct advertising revenue which accelerated to 22% in
Q2 was more than offset by (16)% revenue decline in programmatic advertising.
eCommerce Affiliates organic revenue declined (24)% during the period,
reflecting lower website audiences due to disruption in the search ecosystem,
with vouchers being more resilient and only declining by (6)% during the
period.
Magazines continued to be resilient on an organic basis despite the growth
comparator and declined (4)%, excluding the impact of the premium Rolex book
in the prior year, Magazine performance would have been only down (1)%.
Magazines represent 51% of B2C revenue and in the past couple of years, we
have been able to abate the rate of decline through effective cohort
management and quality content.
Subscription organic revenue was flat across the half, demonstrating the
strength of our brands such as The Week Junior which continued to grow during
the period.
Other magazines (print advertising and newstrade) organic revenue declined
(7)% in the period with better underlying performance for both weekly and
premium titles, being offset by the premium book for Rolex recorded in HY
2025.
Go.Compare revenue
HY 2026 HY 2025 Reported Organic
£m £m YoY var YoY var
Car insurance 56.2 58.9 (5)% (5)%
Non-car insurance 33.6 36.4 (8)% (8)%
GO.COMPARE REVENUE 89.8 95.3 (6)% (6)%
Revenue for our price comparison business Go.Compare declined (6)%, both
reported and organically, with an improving trend in Q2 where revenue was only
down (3)%.
Car insurance revenue declined by (5)% in the period. However, whilst Q1 was
down (9)%, Q2 improved to be flat. The car performance was impacted by lower
quote volumes driven by lower switching market with lower car insurance
premium partially offset by improved conversion driven by continued focus as
we continue to focus on improving consumer journey.
Non-car insurance revenue declined by (8)% in the half mainly impacted by the
challenging home market.
B2B revenue
HY 2026 HY 2025 Reported Organic
£m £m YoY var YoY var
Digital advertising (Newsletters) 14.2 16.6 (14)% (11)%
Affiliates (Lead gen & webinars) & Other Media (Events) & 9.9 10.5 (6)% +1%
Magazines
B2B REVENUE 24.1 27.1 (11)% (7)%
B2B performance remained challenging with (11)% reported revenue decline and
(7)% organic. The performance was impacted by challenging end-market dynamics,
offsetting recovery in Tech.
Digital advertising organic revenue was down (11)% in the half with
performance in Q2 improving to (7)%. Revenue reflected mixed performance
across verticals with growth in Food & Beverage and infrastructure
offsetting declines in Financial Services, Retail and Education.
The +1% organic decline in other revenue is largely driven by recovery in
demand gen for Tech.
Operating costs
Cost of sales including distribution costs were down 4% year-on-year. The
decline was driven by revenue combined with a change in revenue mix with
reductions in high-margin programmatic advertising and ecommerce affiliates
partially offset by inflation in "pay-per-click" (PPC) for our price
comparison business. See note 3 for further details.
Other costs are up 1% during the year reflecting the annual pay rise which
increased salary and wages costs (67% of other costs) combined with the
inclusion of SheerLuxe, partially offset by cost savings following brand
closures.
Profit
Adjusted EBITDA decreased £(26.5)m to £83.3m (HY 2025: 109.8m) driven by the
impact of revenue decline. As a result, adjusted EBITDA margin was down (5)ppt
due to a change in mix with high gross contribution revenue lines declining.
Statutory operating profit decreased by £(36.4)m to £32.7m (HY 2025:
£69.1m), primarily driven by EBITDA performance, and higher year-on-year
transaction and integration costs as explained below. Statutory operating
margin declined to 9% (HY 2025: 18%), reflecting adjusted operating profit
movement net of adjusting items.
Earnings per share
HY 2026 HY 2025
Basic earnings per share (p) 13.1 38.4
Adjusted basic earnings per share (p) 46.9 60.2
Diluted earnings per share (p) 12.9 38.0
Adjusted diluted basic earnings per share (p) 46.4 59.7
Basic earnings per share is calculated using the weighted average number of
ordinary shares in issue during the period of 93.4m (HY 2025: 109.4m), the
decrease reflecting the share buyback programmes.
The Glossary section at the end of this document provides the definition of
adjusted earnings per share and a reconciliation to reported earnings per
share.
Transaction and integration related costs
Transaction and integration costs of £9.7m were incurred in the period,
comprising £7.9m of transaction-related expenses and £1.8m of integration
costs. The transaction costs of £7.9m relate predominantly to the SheerLuxe
acquisition and include a £4.4m accrual for top-up consideration, alongside
£1.2m of employment-linked contingent consideration for the period from 21
January 2026. The remainder of the transaction costs relates to general
acquisition fees and associated professional expenses. Integration costs of
£1.8m represent post-acquisition integration activities arising from previous
acquisitions, focused predominantly on IT-related infrastructure and systems
alignment.
Exceptional items
Exceptional items for the period totalled £3.2m. This primarily reflects
£2.9m in restructuring costs associated with our ongoing Group-wide
efficiency programme, which remains on track to deliver targeted annualised
savings of £20.0m by FY 2028. A further £0.1m related to legacy onerous
property obligations, consistent with prior-year treatment.
Other adjusting items
Other adjusting items include amortisation of acquired intangibles of £25.8m
(HY 2025: £27.1m).
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 £1.5m to £1.8m (HY 2025: £3.3m), due to the
financial performance of the Group impacting the likelihood of vesting.
Further, the lower share price results in a reduction in NI accrual.
Share-based payment expenses are excluded from the adjusted results of the
Group as they are discretionary and 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.
Net finance costs
Net finance costs increased to £14.3m (HY 2025: £12.5m), which includes net
external interest payable of £12.4m (HY 2025: £10.8m), reflecting the
increase in the Group's debt and £0.6m (HY 2025: £1.2m) in respect of the
amortisation of arrangement fees relating to the Group's bank facilities. A
further £1.1m (HY 2025: £0.8m) of net interest was recognised in relation to
lease liabilities and £0.2m (HY 2025: nil) in respect of the unwinding of
contingent consideration in respect of the acquisition of RNWL (now known as
Renewal).
At 31 March 2026, 39.3% (£236.0m) of the Group's facilities remained undrawn
(31 March 2025: 53.8% (£350.0m) undrawn). The Group's £300m revolving credit
facility, maturing May 2029, and £300m senior unsecured bond, maturing July
2030, provide the Group with long-dated maturity profiles on its committed
debt facilities. As at 31 March 2026, 82.4% (31 March 2025: 100%) of the
Group's drawn debt was fixed at an average rate of 6.75% (HY 2025: 6.39%)
Taxation
The tax charge for the six months ended 31 March 2026 amounted to £6.2m (HY
2025: £14.6m) and is based on the effective tax rate, estimated on a full
year basis, being applied to the statutory profit for the six months ended 31
March 2026.
The Group's statutory effective tax rate is expected to be 33.0% (HY 2025:
25.7%). The Group's adjusted effective tax rate is expected to be 26.0% (HY
2025: 25.3%). The variance between the statutory and adjusted effective tax
rates is primarily driven by acquisition-related costs which are
non-deductible for tax purposes and the tax treatment of share-based payments.
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 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 increased by £1.5m to £31.0m in the period (FY
2025: £29.5m) primarily reflecting depreciation of £3.5m, offset by capital
expenditure of £5.0m.
Intangible assets increased by £30.1m to £1,483.8m (FY 2025: £1,453.7m)
driven by amortisation charge of £32.3m offset by the capitalisation of
website development costs £8.0m and £48.6m of goodwill and intangible assets
acquired through the acquisition of SheerLuxe.
At 31 March 2026, the Group had net current liabilities of £8.7m (FY 2025:
£6.6m).
Total current assets increased by £17.9m to £167.4m (FY 2025: £149.5m), led
by cash increasing by £17.0m to £44.6m (FY 2025: £27.6m) driven by cash
generated from operating activities and net drawdown on the RCF facility.
Total current liabilities increased by £20.0m to £176.1m (FY 2025: £156.1m)
primarily due to the recognition of current contingent consideration, part of
the total capped deferred consideration for the acquisition of SheerLuxe and
operational movement in working capital. Total non-current liabilities
increased by £59.8m to £498.0m (FY 2025: £438.2m) principally due to the
£54.0m net drawdown to finance the acquisition of SheerLuxe.
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 £96.2m (HY 2025: £115.9m) reflecting
continued strong cash generation. Adjusted operating cash was £101.5m (HY
2025: £119.3m). 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 to EBITDA of 109% and
is forecast to generate sufficient cash flows to meet its liabilities as they
fall due.
After expenditure on property, plant and equipment and website development
costs and returning £52.9m (HY 2025: £43.2m) to shareholders in the period
through share buyback programmes and annual dividend, leverage has increased
to 1.6x (FY 2025: 1.3x) and net debt excluding lease liability has increased
to £314.1m (FY 2025: £276.4m).
Other significant movements in cash flows include purchase of subsidiaries net
of cash acquired of £39.9m for the acquisition of SheerLuxe, lease payments
of £3.3m (HY 2025: £2.9m), and net inflow of refinancing which occurred
during the year of £54.0m (HY 2025: nil). 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, a disposal of part of
the portfolio, reduction or removal of dividend payments or the postponement
of share buyback schemes.
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 HY 2026 results.
Condensed consolidated interim financial statements
Condensed consolidated income statement
for six months ended 31 March 2026
(unaudited)
Note 6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Revenue 1, 2 349.1 378.4
Net operating expenses 3 (316.4) (309.3)
Operating profit 32.7 69.1
Finance income 6 - 0.3
Finance costs 6 (14.3) (12.8)
Net finance costs (14.3) (12.5)
Profit before tax 18.4 56.6
Tax charge 7 (6.2) (14.6)
Profit for the period attributable to owners of the parent 12.2 42.0
Earnings per Ordinary share
Note 6 months to 6 months to
31 March 31 March
2026 2025
pence pence
Basic earnings per share 9 13.1 38.4
Diluted earnings per share 9 12.9 38.0
Condensed consolidated statement of comprehensive income
for the six months ended 31 March 2026 (unaudited)
Note 6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Profit for the period 12.2 42.0
Items that may be reclassified to the consolidated income statement:
Currency translation differences 6.3 16.3
Loss on cash flow hedge (net of tax) - 0.2
Other comprehensive income for the period 6.3 16.5
Total comprehensive income for the period attributable to owners of the parent 18.5 58.5
Condensed consolidated statement of changes in equity
for the period ended 31 March 2026 (unaudited)
Group Note Issued share capital Capital redemption reserve Merger reserve Treasury reserve Accumulated exchange differences Retained earnings Total equity
£m £m £m £m £m £m £m
Balance at 1 October 2025 15.0 3.1 109.0 (10.5) (25.8) 948.0 1,038.8
Profit for the period - - - - - 12.2 12.2
Currency translation differences - - - - 6.3 - 6.3
Other comprehensive income for the period - - - - 6.3 - 6.3
Total comprehensive income for the period - - - - 6.3 12.2 18.5
Acquisition of own shares 14 (1.0) 1.0 - - (35.9) (35.9)
Share schemes:
- Issue of treasury shares to employees - - - 2.4 - (2.4) -
- Share-based payments - - - - - 2.0 2.0
- Current tax on share options - - - - - -
- Deferred tax on share options - - - - - 0.7 0.7
Dividends paid to shareholders 8 - - - - - (16.0) (16.0)
Balance at 31 March 2026 14.0 4.1 109.0 (8.1) (19.5) 908.6 1,008.1
Note Issued share capital Capital redemption reserve Merger reserve Treasury reserve Cash flow hedge reserve Accumulated exchange differences Retained earnings Total equity
£m £m £m £m £m £m £m
Balance at 1 October 2024 16.8 1.3 109.0 (10.9) - (24.9) 970.4 1,061.7
Profit for the period - - - - - - 42.0 42.0
Currency translation differences - - - - - 16.3 - 16.3
Gain on cash flow hedge - - - - 0.2 - - 0.2
Other comprehensive income for the period - - - - 0.2 16.3 - 16.5
Total comprehensive income for the period - - - - 0.2 16.3 42.0 58.5
Acquisition of own shares 14 (0.6) 0.6 - - - (25.9) (25.9)
Share schemes:
- Issue of treasury shares to employees - - - 3.8 - - (3.8) -
- Share-based payments - - - - - - 3.3 3.3
Dividends paid to shareholders 8 - - - - - - (3.7) (3.7)
Balance at 31 March 2025 16.2 1.9 109.0 (7.1) 0.2 (8.6) 982.3 1,093.9
Condensed consolidated balance sheet
as at 31 March 2026 (unaudited)
Note 31 March 2026 31 March 2025 30 September 2025
£m £m £m
Assets
Non-current assets
Property, plant and equipment 31.0 31.5 29.5
Intangible assets - goodwill 10 1,031.8 1,026.6 1,000.4
Intangible assets - other 10 452.0 487.4 453.3
Financial asset - derivative - 1.1 -
Deferred tax - - 0.4
Total non-current assets 1,514.8 1,546.6 1,483.6
Current assets
Inventories - 0.3 1.3
Corporation tax recoverable 20.0 6.0 11.9
Trade and other receivables 11 100.0 104.2 105.1
Cash and cash equivalents 44.6 56.2 27.6
Finance lease receivable 2.8 3.9 3.6
Total current assets 167.4 170.6 149.5
Total assets 1,682.2 1,717.2 1,633.1
Equity and liabilities
Equity
Issued share capital 14 14.0 16.2 15.0
Capital redemption reserve 15 4.1 1.9 3.1
Merger reserve 15 109.0 109.0 109.0
Cash flow hedge reserve - (7.1) -
Treasury reserve 15 (8.1) 0.2 (10.5)
Accumulated exchange differences 15 (19.5) (8.6) (25.8)
Retained earnings 908.6 982.3 948.0
Total equity 1,008.1 1,093.9 1,038.8
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings 358.7 257.4 304.0
Lease liability due in more than one year 28.6 30.3 27.7
Corporation tax payable - - 0.1
Deferred tax 90.8 91.0 88.4
Provisions 3.6 3.5 3.3
Contract liabilities 10.3 10.6 10.1
Contingent consideration 6.0 5.3 4.6
Financial liability - derivative - 0.9 -
Total non-current liabilities 498.0 399.0 438.2
Current liabilities
Financial liabilities - interest-bearing loans and borrowings - 40.0 -
Trade and other payables 12 111.2 115.7 92.4
Deferred income 59.4 61.6 56.4
Provisions 1.1 - 1.7
Lease liability due within one year 4.4 7.0 5.6
Total current liabilities 176.1 224.3 156.1
Total liabilities 674.1 623.3 594.3
Total equity and liabilities 1,682.2 1,717.2 1,633.1
Condensed consolidated cash flow statement
as at 31 March 2026 (unaudited)
6 months to 6 months to
31 March 2026 31 March 2025
£m £m
Cash flows from operating activities
Cash generated from operations 96.2 115.9
Interest paid on bank facilities (12.3) (10.8)
Interest paid on lease liabilities (1.1) (0.8)
Tax paid (13.5) (29.7)
Net cash generated from operating activities 69.3 74.6
Cash flows from investing activities
Purchase of property, plant and equipment (2.4) (1.8)
Additions to computer software and website development (8.0) (6.0)
Purchase of subsidiary undertakings, net of cash acquired (39.9) (2.8)
Net cash used in investing activities (50.3) (10.6)
Cash flows from financing activities
Acquisition of own shares (36.9) (39.5)
Drawdown of bank loans 69.0 -
Repayment of bank loans (15.0) -
Repayment of principal element of lease liabilities (3.3) (2.9)
Dividends paid (16.0) (3.7)
Net cash used in financing activities (2.2) (46.1)
Net decrease in cash and cash equivalents 16.8 17.9
Cash and cash equivalents at beginning of year 27.6 39.7
Effects of exchange rate changes on cash and cash equivalents 0.2 (1.4)
Cash and cash equivalents at end of the period 44.6 56.2
Notes to the condensed consolidated cash flow statement
for the six months ended 31 March 2026 (unaudited)
A. Cash generated from operations
The reconciliation of profit for the period to cash generated from operations
is set out below:
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Profit for the period 12.2 42.0
Adjustments for:
Depreciation 3.5 3.4
Amortisation of intangible assets 32.3 32.8
Share-based payments 1.8 3.3
Net finance costs 14.3 12.5
Tax charge 6.2 14.6
Cash generated from operations before changes in working capital and 70.3 108.6
provisions
Decrease in provisions (0.2) (1.1)
Decrease in inventories 1.2 0.1
Decrease in trade and other receivables 11.6 10.9
Increase/(decrease) in trade and other payables 13.3 (2.6)
Cash generated from operations 96.2 115.9
Basis of preparation
The condensed consolidated interim financial statements for the six-month
period ended 31 March 2026 are unaudited but have been subject to an
independent review by the auditor. They do not constitute statutory financial
statements as defined in section 434 of the Companies Act 2006. The
comparative figures are for the six month period ended 31 March 2025 for the
condensed consolidated income statement, and the year ended 30 September 2025
for the condensed consolidated balance sheet.
This unaudited condensed consolidated interim financial information for the
six months ended 31 March 2026 has been prepared in accordance with
International Accounting Standard 34 Interim Financial Reporting in conformity
with the requirements of the Companies Act 2006, and in accordance with the
Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
The interim financial information contained in the Interim Report should be
read in conjunction with the Annual Report and Accounts for the year ended 30
September 2025. The accounting policies adopted in the preparation of the
interim condensed consolidated financial statements are consistent with those
followed in the preparation of the Annual Report and Accounts for the year
ended 30 September 2025, other than where the Group has adopted amendments to
existing standards as set out below.
The following amendments to IFRS, (none of which had a material impact on the
group's results), have been adopted from 1 October 2025:
− 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 sellerlessee subsequently
measures sale and leaseback transactions;
The information for the period ended 31 March 2025 does not constitute
statutory accounts as defined in section 434 of the Companies Act 2006. A
copy of the statutory accounts for that year has been delivered to the
Registrar of Companies. The auditor's report on those accounts was not
qualified, did not include a reference to any matters to which the auditors
drew attention by way of emphasis without qualifying the report and did not
contain statements under section 498(2) or (3) of the Companies Act 2006.
After due consideration, the Directors have concluded that there is a
reasonable expectation that the Group has adequate resources to continue in
operational existence for at least twelve months from the date of this report.
For this reason, the Directors continue to adopt the going concern basis in
preparing the consolidated financial statements for the interim results. The
going concern section in the financial summary provides for more details.
The Group's principal risks and uncertainties remain the same as those set
out in the Group's Consolidated Financial Statements for the year ended 30
September 2025. Reference should be made to pages 49 to 51 of the 2025 Annual
Report and Accounts for more detail on the potential impact of risks and
examples of mitigation.
The principal risks relevant to the Group's activities at the half year are:
Search Disruption, Distribution Channels; Personal data; Economic &
geo-political; Key suppliers & supply chain; People; Cyber & IT;
Climate change; and Regulatory.
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.
The Glossary section at the end of this document provides definitions of
non-statutory measures and reconciliations to statutory measures.
Critical judgements in applying the Group's accounting policies
The critical accounting judgements and key sources of estimation uncertainty
for the period ended 31 March 2026 are consistent to those disclosed in the
Annual Report and Accounts for year ended 30 September 2025, other than for
estimations associated with the impairment review for intangible assets as
detailed in note 10.
Exceptional items
Judgement is applied in determining exceptional items credited or incurred in
the period. Exceptional items are those which, by virtue of their size,
nature, or incidence, merit separate disclosure to assist in the understanding
of the Group's financial performance. These items are material, non-recurring,
or outside the normal course of business, and are excluded from adjusted
results to ensure a consistent representation of the Group's ongoing
operational performance.
Exceptional items in the period include restructuring costs and onerous
property costs. See note 4 for further details.
Notes to the financial information
1. Segmental reporting
Our operating segments are reported based on financial information provided to
the Executive Directors and represents the "Chief Operating Decision Maker".
The Group is organised and arranged primarily by reportable segments. For the
six months to 31 March 2026, the Executive Directors have considered the
performance of the business from a divisional perspective, namely B2C, B2B and
Go.Compare. The Group considers that the assets within each divisional segment
are exposed to the same risks.
(a) Reportable segment:
(i) Segment revenue
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
B2C 235.2 256.0
Go.Compare 89.8 95.3
B2B 24.1 27.1
Total 349.1 378.4
(ii) Segment adjusted EBITDA
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
B2C 50.0 67.4
Go.Compare 28.3 35.7
B2B 5.0 6.7
Total 83.3 109.8
(iii) Segment adjusted operating profit
Segment 6 months to 6 months to
31 March 31 March
2026 2025
£m £m
B2C 41.4 59.8
Go.Compare 26.8 34.2
B2B 5.0 6.7
Total 73.2 100.7
A reconciliation of adjusted EBITDA and adjusted operating profit to profit
before tax is provided in the Glossary section at the end of this document.
2. Revenue
The table below disaggregates revenue according to the timing of satisfaction
of performance obligations:
6 months to 31 March 2026 6 months to 31 March 2025
£m £m
Over Point in Total Over Point in Total
time time revenue time time revenue
Total revenue 4.1 345.0 349.1 4.4 374.0 378.4
See note 1 for disaggregation of revenue by segment.
Geographical revenue
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
UK 228.6 240.5
US 120.5 137.9
Total 349.1 378.4
3. Net operating expenses
Operating profit is stated after charging:
Note 6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Cost of sales (212.0) (212.0)
Distribution expenses (17.6) (18.2)
Share-based payments (including social security costs) 5 (1.8) (3.3)
Transaction and integration related costs (glossary) (9.7) (1.6)
Exceptional items 4 (3.2) 0.4
Depreciation (3.5) (3.4)
Amortisation 10 (32.3) (32.8)
Other administration expenses (37.4) (39.4)
Research & development expenditure credit 1.1 1.0
Operating expenses (316.4) (309.3)
4. Exceptional items
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Restructuring 2.9 0.1
Onerous properties 0.1 (0.5)
Other 0.2 -
Total charge 3.2 (0.4)
Exceptional items in the period primarily consist of a £2.9m charge relating
to restructuring costs in line with our ongoing Group wide programme to create
an efficient and sustainable operating model.
5. Employee costs
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Wages and salaries 94.7 92.8
Social security costs 10.4 9.0
Other pension costs 3.0 2.8
Share schemes:
Value of employees' services 2.0 3.3
Employer's social security costs on share options (0.2) -
Total employee costs 109.9 107.9
IFRS 2 Share-based Payment requires an expense for equity instruments granted
to be recognised over the appropriate vesting period, measured at their fair
value at the date of grant.
The fair value has been calculated using Black-Scholes and Monte Carlo 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.
6. Finance income and costs
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Interest payable on interest-bearing loans and borrowings (12.4) (10.8)
Amortisation of bank loan arrangement fees (0.6) (1.2)
Interest payable on lease liabilities (1.1) (0.8)
Unwind of discount on contingent consideration (0.2) -
Total finance costs (14.3) (12.8)
Interest receivable from cash held on deposit - 0.3
Total finance income - 0.3
Net finance costs (14.3) (12.5)
At 31 March 2026, 39.3% (£236.0m) of the Group's facilities remained undrawn
(HY 2025: 53.8% (£350.0m) undrawn).
7. Tax on profit
The tax charge for the six months ended 31 March 2026 is based on the
effective tax rate, estimated on a full year basis, being applied to the
statutory profit for the six months ended 31 March 2026. The Group's adjusted
effective tax rate is expected to be 26.0% (HY 2025: 25.3%).
The Group's statutory effective tax rate is expected to be 33.0% (HY 2025:
25.7%). The FY26 statutory effective tax rate is higher than FY25 due to a
number of non-tax deductible acquisition-related costs and an adjustment
related to share-based payments, as the current estimate of our future tax
deduction (deferred tax asset) is now significantly lower than the cumulative
accounting expense.
The Group has considered the expected impact of the global minimum tax rules
on the FY 2026 tax position using FY 2025 financial information and concludes
that the income inclusion rule is expected to apply. The application of the
transitional safe harbour is anticipated in all operational jurisdictions.
8. Dividends
Equity dividends 6 months to 6 months to
31 March 31 March
2026 2025
Number of shares in issue at end of period (million) 93.8 108.0
Dividends paid in period (pence per share) 17.0 3.4
Dividends paid in period (£m) 16.0 3.7
Interim dividends are recognised in the period in which they are paid and
final dividends are recognised in the period in which they are approved. The
dividend in respect of the year ended 30 September 2025 was paid on 11
February 2026. The Board did not propose a dividend for the 6 months ended 31
March 2026 (HY 2025: no dividend).
9. Earnings per share
Earnings per Ordinary share 6 months to 6 months to
31 March 31 March
2026 2025
Profit attributable to owners of the parent (£m) 12.2 42.0
Weighted average number of shares in issue during the period 93,485,016 109,412,450
Dilution (number of shares) 853,047 978,040
Diluted weighted average number of shares in issue during the period 94,338,063 110,390,490
Basic earnings per share (p) 13.1 38.4
Diluted earnings per share (p) 12.9 38.0
Basic earnings per share are calculated using the weighted average number of
Ordinary shares in issue during the period. Diluted earnings per share
accounts for the potential dilution from shares that would be issued if
employee share scheme awards were converted to Ordinary shares.
A reconciliation between earnings per share and adjusted earnings per shares
is shown in the Glossary at the end of this document.
10. Intangible assets
Goodwill Publishing rights Brands Customer relationships Subscribers Advertiser relationships Other Non-acquired intangibles Total
£m £m £m £m £m £m acquired £m £m
intangibles
£m
Cost
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
Additions through business combinations 26.1 - 16.7 - - 5.4 - 0.4 48.6
Other additions - - - - - - - 8.0 8.0
Reclassification 1.8 (1.8)
Disposals - - - - - - - (3.6) (3.6)
Exchange adjustments 8.9 - 2.5 0.5 0.8 0.3 0.6 0.4 14.0
At 31 March 2026 1,310.6 90.3 504.5 62.2 76.1 25.1 49.7 95.0 2,213.5
Accumulated amortisation and impairment
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)
Charge for the period (2.8) (13.7) (1.6) (4.1) (1.4) (2.2) (6.5) (32.3)
Reclassification (0.9) 0.9
Disposals - - - - - - - 3.5 3.5
Exchange adjustments (3.6) (0.2) (0.7) (0.2) (0.4) (0.1) (0.6) (2.3) (8.1)
At 31 March 2026 (278.8) (50.9) (163.9) (49.6) (45.8) (8.8) (48.9) (83.0) (729.7)
Net book value at 31 March 2026 1,031.8 39.4 340.6 12.6 30.3 16.3 0.8 12.0 1,483.8
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
Useful economic lives 5-15 3-20 8-10 7-11 9-15 3-10 2
years years years years years years years
The other acquired intangibles category in the table above includes assets
relating to customer lists, content, technology and websites.
'Additions through business combinations' relate to the acquisition of
SheerLuxe Limited. See note 17 below for detail. Any residual amount arising
as a result of the purchase consideration being in excess of the value of
acquired assets is recorded as goodwill.
Disposals relate to internally generated website development costs for Mozo
Pty, following the decision to close operations on 12 November 2025.
Other intangible assets relate to capitalised software costs and website
development costs which are internally generated. Amortisation is included
within net operating expenses in the consolidated income statement.
Impairment review:
As noted in the trading review, recent declines in programmatic advertising
and eCommerce affiliate revenue have led to a downturn in revenues. Management
concluded these results represented an impairment trigger and performed an
updated assessment as at 31 March 2026.
Recoverable amounts were determined using value in use (VIU) calculations,
consistent with the methodology applied at year-end and based on the Group's
latest long-range plan.
The review concluded that the recoverable amount for all cash generating units
(CGUs) remains in excess of their carrying value, and no impairment charge was
recognised. However, the B2C CGU remains highly sensitive to changes in key
assumptions.
Given the continued volatility, the Board is closely monitoring performance.
Any updates to the projections underpinning the current impairment assessment
will be considered as part of the Group's annual budgeting and long-range
planning cycle.
The B2C CGU remains sensitive to both immediate trading performance and
long-term assumptions, and given the nature of the assumptions in the Board's
forecast it is reasonably possible that they will not occur as the directors
expect. A 10% decrease in the B2C value in use calculation would reduce the
headroom for this CGU to nil. Similarly, while management considers a 1.0%
terminal growth rate to be appropriate and prudent, a reduction to -0.5% would
also result in the headroom for this CGU being reduced to nil.
11. Trade and other receivables
31 March 30 September
2026 2025
£m £m
Trade receivables 56.9 65.8
Allowance for impairment of trade receivables (4.1) (5.5)
Trade receivables net 52.8 60.3
Other receivables 5.3 4.5
Prepayments 19.5 19.0
Contract assets 22.4 21.3
Total 100.0 105.1
The Directors consider that the carrying amount of trade and other receivables
approximates their fair value.
12. Trade and other payables
31 March 30 September
2026 2025
£m £m
Current liabilities
Trade payables 41.2 27.7
Other taxation and social security 9.0 7.5
Global sales tax 2.5 0.8
Other payables 12.0 5.6
Accruals 46.5 50.8
Total 111.2 92.4
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The Group has financial risk management policies
in place to ensure all payables are paid within the agreed credit terms.
The Directors consider that the carrying amount of trade payables approximates
their fair value.
Other payables include £9.1m related to the acquisition of SheerLuxe (see
note 17).
13. Financial instruments
31 March 2026 30 September 2025
Financial asset Level 3 Level 3
Level 2 Fair value Level 2 Fair value
Fair value £m Fair value £m
£m £m
Liabilities
Contingent consideration - (6.0) - (4.6)
The fair value of contingent consideration at 31 March 2026 was £6.0m (FY
2025: £4.6m).
The contingent consideration for the acquisition of RNWL Ltd was £4.8m (FY
2025: £4.6m) at the balance sheet date, and the movement since 30 September
2025 reflects the unwinding of the discount. The fair value has been
calculated using a Monte Carlo Simulation model using key inputs from internal
projections and forecasts. The outcome is then discounted to reflect the
market risk related to contingent consideration and underlying achievement of
the gross profit target.
The main level 3 inputs used in valuing the contingent consideration are
discount rate of 11% and incremental profit. The table below sets out the
sensitivity of level 3 inputs to a 10% change to incremental profit and 1ppt
change to discount rate, which is considered to be a reasonably possible
alternative assumption:
Assumption Increase/ Increase/ (decrease) in liability
(decrease)% £m
Discount rate 1ppt 0.2
Discount rate (1ppt) (0.2)
Incremental profit 10% 0.6
Incremental profit (10%) (0.6)
Additional employee-linked contingent consideration of £1.2m (FY 2025: nil)
in relation to the acquisition of SheerLuxe (see note 17) has been recognised
at the balance sheet date. The fair value has been calculated using a
scenario-based approach with the main level 3 input being EBITDA.
14. Issued share capital
During the period, no shares were issued by Future plc ("the Company")
pursuant to share scheme exercises throughout the period (HY 2025: nil, FY
2025: nil).
During the period, the Group completed its fourth share buyback programme and
commenced a fifth buyback programme, resulting in a reduction in share capital
of 6.2m shares in the period, at a nominal value of £1.0m and a total cash
outflow of £36.9m.
For the six months ended 31 March 2026, the charge to equity was £35.9m
reflecting the cash flow of £36.9m net of £1.0m accrual release for shares
bought back at 30 September 2025.
As at 31 March 2026, there were 93,841,104 Ordinary shares in issue with a
nominal value of £14.0m (HY 2025: 107,997,278 Ordinary shares in issue with a
nominal value of £16.2m; FY 2025: 100,042,163 with a nominal value of
£15.0m).
15. Reserves
Capital redemption reserve
The capital redemption reserve increased by £1.0m during the period to £4.1m
(FY 2025: £3.1m), being the nominal value of shares purchased and cancelled
as part of the share buyback programme (see note 14 for further details).
Merger reserve
An amount of £109.0m in the merger reserve arose in previous years following
the 1999 Group reorganisation and is non-distributable.
Treasury reserve
The treasury reserve represents the cost of shares in Future plc purchased in
the market and held by the Employee Benefit Trust ('EBT') to satisfy awards
made by the trustees.
During the six months to 31 March 2026, 331,779 (HY 2025: 316,541, FY 2025:
623,388) of the shares held by the EBT were used to satisfy the vesting of
share options and no shares were purchased to fund the future vesting of share
options (HY 2025: nil, FY 2025: nil).
Accumulated exchange differences
The reserve for accumulated exchange differences comprises the revaluation of
the Group's foreign currency entities, principally the US and Australia, on
consolidation.
16. Contingent liabilities
There were no material contingent assets or liabilities as at 31 March 2026
(HY 2025: £nil, FY 2025: nil).
17. Acquisitions
Acquisition of SheerLuxe
On 21 January 2026, Future Publishing Limited acquired 100% of the issued
share capital and voting rights of SheerLuxe Ltd, SheerLuxe ME FZ and Blush
Talent Management Limited (together known as "SheerLuxe") for initial cash
consideration of £39.9m, together with a top-up payment based on its
performance to 31 March 2026. SheerLuxe is a UK-based digital publishing group
that combines the authority of a trusted media brand with the authenticity and
engagement of the creator economy.
The top-up payment (which forms part of the total capped consideration) has
been estimated at £9.1m, of which £4.4m has been expensed to the income
statement in the period, alongside £1.2m of employment-linked contingent
consideration for the period from 21 January. Under IFRS 3, this contingent
consideration is required to be accounted for in the income statement as
employment-linked contingent consideration over the service period.
On acquisition, £16.7m in respect of the SheerLuxe and Blush brands, £5.4m
based on its advertiser relationships and £26.1m of goodwill were identified
as intangible assets, along with a £5.5m deferred tax liability relating to
the acquired intangible asset. Due to the timing of the acquisition the
valuation of the brands, advertiser relationships and contingent consideration
are provisional at the date of this report and will be finalised during the
second half of the financial year. Goodwill is attributed to the strategic
value associated with potential synergies and further development of
SheerLuxe which could not be separately recognised at acquisition. Other net
assets acquired on acquisition totalled £6.2m.
The revenue and profit before tax of the acquired SheerLuxe business from the
date of acquisition (21 January 2026) to 31 March 2026 included in the
consolidated income statement are £3.5m and £1.3m, respectively.
Management estimates that if the acquisition had occurred on 1 October 2025,
the Group's consolidated revenue and profit before tax for the six months
would have been £354.0m and £19.7m, respectively. Acquisition costs in
relation to SheerLuxe are £1.2m.
18. Post balance sheet events
There are no significant post balance sheet events.
Statement of Directors' responsibilities
We confirm that to the best of our knowledge:
• the condensed set of consolidated financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting in conformity with the
requirements of the Companies Act 2006;
• the interim management report includes a fair review of the information
required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.
A list of current Directors is maintained on the Future plc website,
www.futureplc.com
By order of the Board
Directors
Mark Brooker
Independent Non-Executive Chair
Kevin Li Ying
Chief Executive Officer
Sharjeel Suleman
Chief Financial Officer
Alan Newman
Independent Non-Executive
Rob Hattrell
Independent Non-Executive
Meredith Amdur
Independent Non-Executive
Angela Seymour-Jackson
Independent Non-Executive
Ivana Kirkbride
Independent Non-Executive
13 May 2026
The maintenance and integrity of the Future plc website is the responsibility
of the Directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
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 acquisitions and corporate transactions are a core part of the
Group's strategy, the Group adjusts for costs directly related to their
execution and subsequent integration. These costs are excluded from adjusted
results as they are specific to the transaction lifecycle and do not reflect
the Group's ongoing core trading performance, thereby aiding the understanding
of underlying operations.
Exceptional items Exceptional items are those which, by virtue of their size, nature, or
incidence, merit separate disclosure to assist in the understanding of the
Group's financial performance. These items are material, non-recurring, or
outside the normal course of business, and are excluded from adjusted results
to ensure a consistent representation of the Group's ongoing operational
performance.
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 deferred and contingent consideration The Group excludes the unwinding of the discount on deferred and 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.
Changes 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,
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 the adjusting items detailed in the table above. The
Directors believe the adjusted results provide users with further useful
information to aid understanding of the Group's performance.
A summary table of all non-statutory measures is included below:
Closest equivalent statutory measure Definition
APM (Adjusted Performance Measure)
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 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 defined in the table above.
Adjusted profit before tax Profit before tax Adjusted profit before tax represents earnings before share-based payments
(relating to equity-settled awards with vesting periods longer than 12 months)
and related social security costs, interest, tax, amortisation of acquired
intangible assets, transaction and integration related costs, exceptional
items, unwinding of discount on deferred and contingent consideration, and any
related tax effects.
Adjusting items are 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 period end
date.
This is a key management incentive metric, used within the Group's Performance
Share Plan.
A reconciliation is provided below.
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 and any other one-off impacts, including
adjustments in respect of previous years.
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 costs,
exceptional items and for payment of 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 the 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 cash flows relating to
the purchase of property, plant and equipment and purchase of computer
software and website development.
Net debt The aggregation of cash and debt Net debt is defined as the aggregate of the Group's cash and cash equivalents
and its external bank borrowings net of capitalised bank arrangement fees. It
does not include lease liabilities recognised following the adoption of IFRS
16 Leases.
Organic growth Organic growth is defined as the like for like portfolio in the period,
excluding the impact of acquisitions (which have not been acquired for a full
financial year), disposals and closures, at constant foreign exchange rates.
Constant foreign exchange rates is defined as the average rate for HY 2026.
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 HY 2026.
Reconciliation between revenue and organic revenue at constant currency:
6 months to 6 months to YoY Var
31 March 31 March
2026 2025
£m £m
Total revenue 349.1 378.4 (8%)
Revenue from acquisitions and disposals which have not been acquired/disposed (4.9) (4.9)
of for a full financial year
Organic revenue at actual currency 344.2 373.5 (8%)
Impact of FX at constant rates (0.1) (6.6)
Organic revenue 344.1 377.0 (6%)
A reconciliation of adjusted EBITDA and adjusted operating profit to profit
before tax is shown below:
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Adjusted EBITDA 83.3 109.8
Depreciation (3.6) (3.4)
Amortisation of non-acquired intangibles (note 10) (6.5) (5.7)
Adjusted operating profit 73.2 100.7
Share-based payments (including social security costs) (1.8) (3.3)
Transaction and integration related costs (9.7) (1.6)
Exceptional items (note 4) (3.2) 0.4
Amortisation of acquired intangibles (note 10) (25.8) (27.1)
Operating profit 32.7 69.1
Net finance costs (14.3) (12.5)
Profit before tax 18.4 56.6
Transaction and integration costs of £9.7m were incurred in the period (HY
2025: £1.6m), comprising £7.9m of transaction-related expenses and £1.8m of
integration costs. The transaction costs of £7.9m, relate predominantly to
the SheerLuxe acquisition. This includes a £4.4m accrual for top up
consideration, alongside £1.2m of employment-linked contingent consideration
for the period from 21 January (see note 17). The remainder of the transaction
costs relates to general acquisition fees and associated professional
expenses. Integration costs of £1.8m represent post-acquisition integration
activities arising from previous acquisitions, focused predominantly on
IT-related infrastructure and systems alignment.
Included below is a reconciliation between the statutory and adjusted tax
charge:
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Total statutory tax charge 6.2 14.6
Tax effect of adjusting items:
Exceptional items 1.0 -
Transaction and integration related costs 0.8 0.1
Share based payments (1.6) 0.8
Amortisation of acquired intangibles 8.9 6.8
Total adjusted tax charge 15.3 22.3
A reconciliation of cash generated from operations to adjusted free cash flow
is shown below:
6 months to 6 months to
31 March 31 March
2026 2025
£m £m
Cash generated from operations 96.2 115.9
Cash flows related to transaction and integration related costs 4.5 3.1
Cash flows related to exceptional items 3.9 2.8
Settlement of social security costs on share based payments¹ 0.2 0.4
Lease payments (3.3) (2.9)
Adjusted operating cash inflow 101.5 119.3
Cash flows related to capital expenditure (10.4) (7.8)
Adjusted free cash flow 91.1 111.5
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:
Total Group 6 months to 6 months to
31 March 31 March
2026 2025
The adjustments to profit after tax have the following effect:
Profit after tax (£m) 12.2 42.0
Share-based payments (including social security costs) (£m) 1.8 3.3
Transaction and integration related costs (£m) 9.7 1.6
Exceptional items (£m) 3.2 (0.4)
Amortisation of intangible assets arising on acquisitions (£m) 25.8 27.1
Unwinding of discount on contingent consideration (£m) 0.2 -
Tax effect of the above adjustments and the impact of tax items relating to (9.1) (7.7)
prior years (£m)
Adjusted profit after tax (£m) 43.8 65.9
Weighted average number of shares in issue during the period:
- Basic 93,485,016 109,412,450
- Dilutive effect of share options 853,047 978,040
- Diluted 94,338,063 110,390,490
Basic earnings per share (in pence) 13.1 38.4
Adjusted basic earnings per share (in pence) 46.9 60.2
Diluted earnings per share (in pence) 12.9 38.0
Adjusted diluted earnings per share (in pence) 46.4 59.7
The adjustments to profit after tax have the following effect:
Basic earnings per share (pence) 13.1 38.4
Share-based payments (including social security costs) (pence) 1.9 3.0
Transaction and integration related costs (pence) 10.4 1.5
Exceptional items (pence) 3.4 (0.4)
Amortisation of intangible assets arising on acquisitions (pence) 27.6 24.8
Unwinding of discount on contingent consideration (pence) 0.2 -
Tax effect of the above adjustments and the impact of tax items relating to (9.7) (7.1)
prior years (pence)
Adjusted basic earnings per share (pence) 46.9 60.2
Diluted earnings per share (pence) 12.9 38.0
Share-based payments (including social security costs) (pence) 1.9 3.0
Transaction and integration related costs (pence) 10.3 1.4
Exceptional items (pence) 3.4 (0.4)
Amortisation of intangible assets arising on acquisitions (pence) 27.3 24.5
Unwinding of discount on contingent consideration (pence) 0.2 -
Tax effect of the above adjustments and the impact of tax items relating to (9.6) (6.8)
prior years (pence)
Adjusted diluted earnings per share (pence) 46.4 59.7
Analysis of net debt
30 September Net cash flows On acquisition Other non-cash changes Exchange 31 March
2025 £m £m £m movements 2026
£m £m £m
Cash and cash equivalents 27.6 13.3 3.5 - 0.2 44.6
Debt due after more than one year (304.0) (54.0) - (0.7) - (358.7)
Net debt excluding lease liability (276.4) (40.7) 3.5 (0.7) 0.2 (314.1)
30 September Net cash flows On acquisition Other non-cash changes Exchange 30 September
2024 £m £m £m movements 2025
£m £m £m
Cash and cash equivalents 39.7 (11.4) 0.1 - (0.8) 27.6
Debt due within one year (20.0) 20.0 - - - 0.0
Debt due after more than one year (276.2) (23.7) - (4.1) - (304.0)
Net debt (256.5) (15.1) 0.1 (4.1) (0.8) (276.4)
Reconciliation of movement in net debt excluding lease liability
6 months to 31 March 2026 30 September
£m 2025
£m
Net debt excluding lease liability at start of period (276.4) (256.5)
Increase/(decrease) in cash and cash equivalents 16.8 (11.3)
Net movement in borrowings (54.0) (3.7)
Amortisation of loan issue costs (0.7) (4.1)
Exchange movements 0.2 (0.8)
Net debt excluding lease liability at end of period (314.1) (276.4)
INDEPENDENT REVIEW REPORT TO FUTURE PLC
Conclusion
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
March 2026 which comprises the condensed consolidated income statement, the
condensed consolidated statement of comprehensive income, the condensed
consolidated balance sheet, the condensed consolidated statement of changes in
equity, the condensed consolidated cash flow statement and the related note to
the consolidated cash flow statement A, and related notes 1 to 18.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 March 2026 is not prepared, in
all material respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Financial
Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of
interim financial information consists of making inquiries, primarily of
persons responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially less in
scope than an audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be identified in an
audit. Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the Group will be
prepared in accordance with United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the entity to
cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the group'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
company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly financial report, we are responsible for
expressing to the company a conclusion on the condensed set of financial
statements in the half-yearly financial report. Our conclusions, including our
conclusion relating to going concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.
Use of our report
This report is made solely to the company in accordance with ISRE (UK) 2410.
Our work has been undertaken so that we might state to the company those
matters we are required to state to it in an independent review 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, for our review work,
for this report, or for the conclusions we have formed.
Deloitte LLP
Statutory Auditor
London, United Kingdom
13 May 2026
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