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REG - Sage Group PLC (The) - Results for the year ended 30 September 2025

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RNS Number : 0746I  Sage Group PLC (The)  19 November 2025

 

 

The Sage Group plc

Results for the year ended 30 September 2025 (audited)

19 November 2025

 

Strategic focus driving strong, sustainable growth

Steve Hare, Chief Executive Officer, commented:

"Sage delivered another good performance in FY25. Strong, broad-based revenue
growth and significant margin expansion reflect our focus on strategic
execution, our resilient business model, and continuing investment in our
products, our platform and our people.

"We are excited by the pace of technological change. AI is opening up new
possibilities for businesses and creating a significant opportunity for Sage,
enabling us to enhance and accelerate the benefits our software provides. Sage
Copilot is already creating value, helping customers make smarter decisions
and be more productive, while our launch of AI agents is delivering the next
wave of intelligent solutions.

"With our global platform, trusted brand and focused innovation strategy, Sage
is exceptionally well positioned to support small and mid-sized businesses as
they adopt AI-enabled services. This drives confidence in our ability to
deliver strong, sustainable growth and long-term value for all stakeholders."

 Underlying Financial APMs i  (#_edn1)          FY25      FY24 ii  (#_edn2)  Change     Organic

                                                                                        Change
 Annualised Recurring Revenue (ARR)             £2,574m   £2,329m            +11%       +10%
 Underlying Total Revenue                       £2,513m   £2,290m            +10%       +9%
 Underlying Operating Profit                    £600m     £513m              +17%       +16%
      % Underlying Operating Profit Margin      23.9%     22.4%              +1.5 ppts  +1.5 ppts
 Underlying EBITDA                              £694m     £605m              +15%
      % Underlying EBITDA Margin                27.6%     26.4%              +1.2 ppts
 Underlying Basic EPS (p)                       43.2p     36.7p              +18%
 Underlying Cash Conversion                     110%      123%               -13 ppts
 Statutory Measures                             FY25      FY24               Change
 Revenue                                        £2,513m   £2,332m            +8%
 Operating Profit                               £530m     £452m              +17%
      % Operating Profit Margin                 21.1%     19.4%              +1.7 ppts
 Basic EPS (p)                                  37.7p     32.1p              +18%
 Dividend Per Share (p)                         21.85p    20.45p             +7%

Please note that tables may not cast and change percentages may not calculate
precisely due to rounding.

Financial highlights

·     Underlying total revenue increased by 10% to £2,513m, reflecting
our high-quality subscription-based recurring revenue model.

·     Underlying operating profit grew by 17% to £600m, driving a strong
margin increase of 150 basis points to 23.9%, with disciplined cost management
supporting ongoing investment.

·     Underlying EBITDA increased by 15% to £694m, with margin
increasing by 120 basis points to 27.6%.

·     Statutory operating profit increased by 17% to £530m reflecting
growth in underlying operating profit together with lower acquisition-related
expenses.

·     Underlying basic EPS increased by 18% to 43.2p, whilst statutory
basic EPS also increased by 18% to 37.7p.Strong cash performance, with
underlying cash conversion of 110%, reflecting continued growth in
subscription revenue and good working capital management.

·     Robust balance sheet, with £1.0bn of cash and available liquidity;
net debt to underlying EBITDA of 1.7x.

Shareholder returns

·     Proposed final dividend of 14.4p, increasing the full year dividend
by 7% to 21.85p, in line with our progressive policy.

·     Share buyback programme of up to £300m announced separately today,
reflecting Sage's strong cash generation, robust financial position, and the
Board's confidence in Sage's future prospects.

Strategic and operational highlights

·     Underlying annualised recurring revenue (ARR) up 11% to £2,574m,
with growth across all regions balanced between new and existing customers.

·     Renewal rate by value of 101% (FY24: 101%), reflecting strong
retention rates and a good level of sales to existing customers.

·     Sage Business Cloud revenue increased by 13% to £2,083m (FY24:
£1,837m), including cloud native revenue growth of 23% to £885m (FY24:
£718m).

·     Subscription penetration increased to 83% (FY24: 82%) driven by
growth in subscription revenue of 12% to £2,093m (FY24: £1,876m).

·     Strong growth across our cloud products, particularly Sage Intacct,
supported by continued investment in our customer proposition and go-to-market
capabilities.

·     Leveraging the Sage Platform to enhance our portfolio of integrated
solutions across finance, HR and payroll, supported by the acquisitions of
ForceManager, Fyle and Criterion iii  (#_edn3) .

·     Scaled the availability and usage of Sage Copilot across core
products including Sage Intacct, Sage X3, Sage Accounting and Sage 50, while
introducing intelligent AI agents across our platform.

Outlook

In FY26, we expect organic total revenue growth to be 9% or above. Operating
margins are expected to continue trending upwards in FY26 and beyond, as we
focus on efficiently scaling the Group.

About Sage

Sage exists to knock down barriers so everyone can thrive, starting with the
millions of small and mid-sized businesses (SMBs) served by us, our partners
and accountants. Customers trust our finance, HR and payroll software to make
work and money flow. By digitalising business processes and relationships with
customers, suppliers, employees, banks and governments, our AI-powered
platform connects SMBs, removing friction and delivering insights. Knocking
down barriers also means we use our time, technology and experience to tackle
digital inequality, economic inequality and the climate crisis.

 Enquiries:  Sage:               +44 (0) 7341 479956  FGS Global:  +44 (0) 20 7251 3801
             James Sandford, Investor Relations       Conor McClafferty
             David Ginivan, Corporate PR              Sophia Johnston

A presentation for investors and analysts will be held at 8.30am UK time. The
webcast can be accessed via sage.com/investors or directly via the following
link: https://edge.media-server.com/mmc/p/rh8fgcxe
(https://edge.media-server.com/mmc/p/rh8fgcxe) . To join the conference call,
please register via
https://register-conf.media-server.com/register/BI1cf95491b8e84032966a6bd14e73d7a9
(https://register-conf.media-server.com/register/BI1cf95491b8e84032966a6bd14e73d7a9)
.

Business Review

Sage performed well in FY25, with continued growth across all regions, in line
with expectations. Disciplined cost management together with operating
efficiencies supported strong operating profit and margin expansion, driving
double-digit growth in earnings per share and robust cash flows.

Overview of results

The Group increased underlying total revenue by 10% to £2,513m (FY24:
£2,290m), with all regions contributing to growth. In North America, revenue
grew by 12%, with a strong performance from Sage Intacct together with
continued growth in Sage 200 and Sage 50. In the UKIA iv  (#_edn4) region,
revenue increased by 9%, driven by Sage Intacct together with cloud solutions
for small businesses including Sage 50. In Europe, revenue increased by 7%,
with growth across our accounting, payroll and HR solutions.

Our aim is to efficiently grow revenues across all products and services, by
attracting new customers and delivering more value to existing customers. Sage
Business Cloud, comprising our cloud native v  (#_edn5) and cloud
connected vi  (#_edn6) solutions, helps customers benefit from a growing range
of cloud and AI-powered services via the Sage Platform, leading to deeper
customer relationships and higher lifetime values.

 

As a result, Sage Business Cloud total revenue increased by 13% to £2,083m
(FY24: £1,837m), driven by growth in cloud native revenue of 23% to
£885m (FY24: £718m) primarily through new customer acquisition, and by
growth in cloud connected revenue from both existing and new customers.

 

Underlying recurring revenue increased by 10% to £2,436m (FY24: £2,215m),
with software subscription revenue up by 12% to £2,093m (FY24: £1,876m)
leading to subscription penetration of 83% (FY24: 82%). As a result, 97% of
the Group's revenue is recurring.

 

On an organic basis, total revenue grew by 9% to £2,506m (FY24: £2,296m),
whilst recurring revenue grew by 9% to £2,429m (FY24: £2,221m).

 

ARR growth

ARR increased by 11% to £2,574m (FY24: £2,329m) on an underlying basis,
reflecting growth balanced between new and existing customers. On an organic
basis, ARR increased by 10% to £2,560m (FY24: £2,329m).

Renewal rate by value of 101% (FY24: 101%) reflects strong retention rates and
a good level of sales to existing customers, including pricing and customer
add-ons. In total, Sage added £200m of ARR through new customer acquisition
on an organic basis during FY25, up from £185m vii  (#_edn7) a year earlier.

Performance by region

 North America             FY25      FY24      Change  Organic change
 US                        £997m     £891m     12%     11%
 Canada                    £141m     £127m     11%     11%
 Underlying total revenue  £1,138m   £1,018m   12%     11%

In North America, underlying total revenue increased by 12% to £1,138m, with
growth across Sage's key accounting solutions, particularly among mid-sized
businesses. Recurring revenue grew by 12% to £1,110m (FY24: £994m), while
subscription penetration increased to 82%, up from 81% in the prior year.

In the US, total revenue increased by 12% to £997m. Sage Intacct, which now
represents over 45% of US revenue, grew by 23% to £461m (FY24: £374m),
driven by strength across key industry verticals, particularly construction
and real estate, financial services and not-for-profit, together with an
enhanced commercial proposition through the expansion of suites and
introduction of multi-year customer contracts. Revenue was also driven by
growth in Sage 200, with good levels of upsell to existing customers and
higher pricing, together with further growth in Sage X3 and Sage 50.

In Canada, total revenue grew by 11% to £141m, with good performance from
Sage Intacct driven by new customers, together with growth in Sage 50. In
addition, Sage HR continued to gain momentum, particularly through cross-sell
to existing customers.

Adjusting for the acquisitions of Fyle in FY25 and Anvyl in FY24, organic
total revenue grew by 11% in the US, and by 11% in the North America region as
a whole.

 UKIA                      FY25    FY24    Change  Organic change
 UK & Ireland              £554m   £505m   10%     10%
 Africa & APAC             £175m   £163m   7%      7%
 Underlying total revenue  £729m   £668m   9%      9%

In the UKIA region, underlying total revenue increased by 9% to £729m, with
further strength across Sage's accounting, HR and payroll solutions. Recurring
revenue also grew by 9% to £714m (FY24: £653m), while subscription
penetration was 89%, in line with the prior year.

In the UK & Ireland, total revenue grew by 10% to £554m. Sage Intacct
continued to scale rapidly, driven by accelerating new customer acquisition.
Sage 50 also contributed strongly, together with Sage 200, supported by a
strong renewal rate and higher pricing. In addition, Sage's cloud native
solutions for small businesses, including Sage Accounting, Sage Payroll and
Sage HR delivered good levels of growth. The recent launch of Sage Copilot
supported the strong performance of both Sage 50 and Sage Accounting. Revenue
was also driven through the continued growth of Sage for Accountants.

In Africa & APAC, total revenue grew by 7% to £175m, with continued
growth in Sage Accounting and Sage Payroll, driven by new customer acquisition
and higher pricing, together with a strong performance from Sage Intacct. Sage
X3 and local products in the Sage 50 franchise also continued to contribute
to growth.

 Europe                    FY25    FY24    Change  Organic Change
 France                    £324m   £306m   6%      6%
 Central Europe            £155m   £146m   6%      6%
 Iberia                    £167m   £152m   10%     7%
 Underlying total revenue  £646m   £604m   7%      6%

Europe achieved underlying total revenue growth of 7% to £646m, reflecting a
strong performance particularly in Sage 200, Sage X3, HR and payroll
solutions. Recurring revenue grew by 8% to £612m (FY24: £568m), while
subscription penetration increased to 79%, up from 76% in the prior year.

In France, total revenue grew by 6% to £324m driven by accounting solutions.
Sage X3 was a significant contributor of growth, with continued strong
customer demand, while Sage 200 also performed well. In addition, Sage Intacct
continued to see early traction as the solution starts to scale.

Central Europe achieved a total revenue increase of 6% to £155m. HR and
payroll solutions, which represent almost half the region's revenue, grew
strongly, driven by upsell to existing customers together with new customer
wins. Growth was also driven by Sage 200, mainly through sales to existing
customers.

In Iberia, total revenue grew by 10% to £167m, reflecting strength across
Sage 200 and Sage 50 driven by renewals, higher pricing and new customers.
Growth was also driven by ForceManager, a mobile workforce management solution
acquired in October 2024. In addition, Iberia achieved good levels of growth
from accountants, following the recent introduction of Sage for Accountants
into the region.

Adjusting for the impact of the ForceManager acquisition, organic total
revenue grew by 7% in Iberia, and by 6% in the Europe region as a whole.

Strategic progress

Our strategic framework for growth includes three key focus areas: connecting
SMBs through our trusted and thriving network, growing by winning new
customers and delighting existing ones, and delivering productivity and
insights driven by AI. Our progress in each of these areas is outlined below.

Connect

The Sage Platform is the foundation for our trusted and thriving network for
SMBs, connecting products, partners and customers in an intelligent ecosystem.
As we connect more customers to the platform, we are expanding the scale and
scope of our services, delivering greater value and transforming customer
workflows. During the year we significantly grew services such as accounts
payable and accounts receivable automation, enhanced our expense management
capabilities through the acquisition of Fyle, drove growth through payroll and
HR, and increased revenue from payment services - helping SMBs get paid, pay
suppliers, pay employees and manage capital. In October 2025 we strengthened
our human capital management (HCM) capabilities with the acquisition of
Criterion, a unified cloud HR, payroll and talent engagement solutions
provider, enhancing our offering to mid-market businesses. We are also
innovating to expand our reach, delivering a rapidly growing set of embedded
accounting and tax services to fintech and other partners such as Tide, Monzo
and NatWest.

Grow

Our aim is to expand revenues across all products and services, with a focus
on the greatest growth opportunities. We continue to scale Sage Intacct, our
flagship solution for mid-sized businesses, which grew strongly in the US,
expanded rapidly in the UK, Canada and South Africa, and gained early traction
in France and Germany. Reflecting this progress, Sage Intacct grew ARR by over
20% in the US and by around 50% outside the US.  We also drove value through
the rollout of specialist suites across the construction, not-for-profit,
software, financial services, professional services, healthcare and
hospitality verticals. For small businesses and accountants, we are focused on
augmenting our proposition through product and package enhancements, including
in Sage Accounting and Sage 50, driving strong 'in-life' growth and new
customer acquisition particularly in the UKIA region. In Europe, Sage Active
growth accelerated following enhancements including the integration of
AI-driven insights and automation.

Deliver

Our ambition is to create the world's most trusted and thriving network for
SMBs, powered by AI. During the year, we continued to scale Sage Copilot, our
generative AI-powered assistant, in availability and usage across core
products including Sage Intacct, Sage X3, Sage Accounting, Sage 50, Sage for
Accountants, and Sage Active. With strong feedback, Sage Copilot is driving
value for customers, helping them get paid faster and save time on manual
tasks.  We are further developing Sage Copilot with the introduction of
agents to automate tasks across compliance, reconciliation, accounts payable
and tax, allowing customers to focus on higher-value strategic work. These
include the Making Tax Digital (MTD) for Income Tax Agent to support
accountants in the UK, and the Finance Intelligence Agent to support Sage
Intacct customers in the US and the UK. We are also leveraging AI to drive
productivity internally, with benefits across business areas including in
engineering and customer support.

Sustainability and Society

Sage's Sustainability and Society strategy underscores our commitment to serve
all our stakeholders, including our colleagues and communities. We have made
good progress across our three pillars - Protect the Planet, Tech for Good and
Human by Design - and embedded sustainability across our operations, products
and culture. We launched the Sage Impact Entrepreneurship Programme, which was
completed by more than 50 businesses in FY25, helping them access a
combination of funding, mentorship, training and products. In July, Sage
Foundation celebrated ten years of impact, having raised over US$5m and
facilitated 1.4 million volunteering hours over the last decade for local
communities and causes.

In FY25, Sage was recognised in Newsweek's World's Greenest Companies, TIME
and Statista's World's Most Sustainable Companies, and ranked in the top 30 of
the Financial Times Europe Climate Leaders list. We maintained our 'Gold'
rating from EcoVadis and our 'AAA' ESG rating from MSCI, and we were awarded
CDP A List status for Climate Leadership and Supplier Engagement. We also won
the edie 2025 award for Sustainability Reporting & Communications.

Forthcoming senior management change

On 31 March 2026, after almost five years at Sage, Walid Abu-Hadba will step
down as Chief Product Officer and take on a new role as technology advisor to
the Group in a part-time capacity. The search for a successor is under way.

 

Financial Review

The financial review provides a summary of the Group's results on a statutory
and underlying basis, alongside its organic performance. Underlying measures
allow management and investors to understand the Group's financial performance
adjusted for the impact of foreign exchange movements and recurring and
non-recurring items, while organic measures also adjust for the impact of
acquisitions and disposals viii  (#_edn8) .

Statutory and underlying financial results

 Financial results          Statutory                        Underlying
                            FY25      FY24      Change       FY25      FY24      Change
 North America              £1,138m   £1,052m   +8%          £1,138m   £1,018m   12%
 UKIA                       £729m     £670m     +9%          £729m     £668m     9%
 Europe                     £646m     £610m     +6%          £646m     £604m     7%
 Total revenue              £2,513m   £2,332m   +8%          £2,513m   £2,290m   +10%
 Operating profit           £530m     £452m     +17%         £600m     £513m     +17%
 % Operating profit margin  21.1%     19.4%      +1.7 ppts   23.9%     22.4%      +1.5 ppts
 Profit before tax          £484m     £426m     +14%         £555m     £486m     +14%
 Profit after tax           £369m     £323m     +14%         £423m     £370m     +14%
 Basic EPS                  37.7p     32.1p     +18%         43.2p     36.7p     +18%

The Group achieved statutory and underlying total revenue of £2,513m in FY25.
Statutory total revenue increased by 8%, reflecting underlying total revenue
growth of 10% offset by a 2-percentage point foreign exchange headwind, with
sterling strengthening against key currencies.

Statutory operating profit increased by 17% to £530m, reflecting a 17%
increase in underlying operating profit to £600m, together with a £7m
decrease in recurring and non-recurring items ix  (#_edn9) , mainly relating
to lower acquisition-related expenses.

Statutory and underlying basic EPS increased by 18%, to 37.7p and 43.2p
respectively, mainly reflecting higher underlying profit, with an increase in
net finance costs offset by a reduction in the weighted average number of
shares as a result of recent share buybacks.

Revenue - underlying and organic reconciliation to statutory

 Total revenue bridge  FY25        FY24        Change
 Statutory              £2,513m     £2,332m    +8%
 Impact of FX          -           (£42m)
 Underlying            £2,513m     £2,290m     +10%
 Disposals              -          -
 Acquisitions           (£7m)      £6m
 Organic               £2,506m     £2,296m     +9%

Statutory and underlying revenue was £2,513m in FY25. Underlying revenue in
FY24 of £2,290m reflects statutory revenue of £2,332m retranslated at
current year exchange rates, resulting in a foreign exchange headwind of
£42m. Organic revenue in FY25 was £2,506m, reflecting underlying revenue of
£2,513m adjusted for £5m of revenue from the acquisition of ForceManager and
£2m from the acquisition of Fyle during the year. Organic revenue in FY24 of
£2,296m reflects underlying revenue of £2,290m, adjusted for £6m of revenue
from Anvyl and Infineo, which were acquired at the end of FY24.

Operating profit

The Group increased underlying operating profit by 17% to £600m (FY24:
£513m), resulting in a strong increase in underlying operating margin of
150bps to 23.9% (FY24: 22.4%). This was driven by revenue growth and operating
efficiencies, with disciplined cost management supporting ongoing investment.
On an organic basis, adjusting for the impact of acquisitions in FY24 and
FY25, operating profit increased by 16% to £600m (FY24: £515m) while margin
was in line with underlying.

Operating profit - underlying and organic reconciliation to statutory

 Operating profit bridge                    FY25                                FY24
                                            Operating profit  Operating margin  Operating profit  Operating margin
 Statutory                                   £530m            21.1%              £452m            19.4%
 Recurring items x  (#_edn10)                £73m                                £82m
 Non-recurring items:
 ·   Reversal of property restructuring     (£2m)                               -
 ·   Reversal of employee-related costs     -                                   (£3m)
 ·   Reversal of restructuring costs        (£1m)                               (£2m)
 Impact of FX xi  (#_edn11)                 -                                   (£16m)
 Underlying                                 £600m             23.9%             £513m             22.4%
 Disposals                                  -                 -                 -                 -
 Acquisitions                               -                 -                 £2m               -
 Organic                                    £600m             23.9%             £515m             22.4%

The Group achieved a statutory operating profit in FY25 of £530m. Underlying
and organic operating profit of £600m in FY25 reflects statutory operating
profit adjusted for recurring and non-recurring items.

Recurring items of £73m (FY24: £82m) comprise £42m of amortisation of
acquisition-related intangibles (FY24: £48m) and £31m of M&A-related
charges (FY24: £34m). Non-recurring items in FY25 comprise a £2m reversal of
property restructuring costs (FY24: nil) and a £1m reversal of other
restructuring costs (FY24: £2m). Non-recurring items in FY24 also comprised a
£3m reversal of employee-related charges for French payroll taxes relating to
previous years. Together, recurring and non-recurring items reduced by £7m
compared to the prior year.

In addition, the retranslation of FY24 underlying and organic operating profit
at current year exchange rates has resulted in an operating profit headwind of
£16m. This has led to a 30-basis point margin headwind from foreign exchange
to 22.4% (FY24 underlying as reported: 22.7%).

Organic operating profit of £515m in FY24 reflects underlying operating
profit of £513m adjusted for £2m of operating profit from Anvyl and Infineo,
which were acquired at the end of FY24.

Underlying EBITDA

Underlying EBITDA was £694m (FY24: £605m) representing a margin of 27.6%.
The increase in underlying EBITDA principally reflects the growth in
underlying operating profit.

 

                                  FY25    FY24     FY25 Margin
 Underlying operating profit      £600m   £513m   23.9%
 Depreciation & amortisation      £48m    £47m
 Share-based payments             £46m    £45m
 Underlying EBITDA                £694m   £605m   27.6%

 

Net finance cost

The underlying net finance cost for FY25 increased to £45m (FY24: £27m)
mainly reflecting higher interest expense following the new debt issuance (see
page 9), together with lower interest income on cash and cash equivalents
during the year. The statutory net finance cost of £46m (FY24: £26m) is
broadly in line with the underlying net finance cost.

Taxation

The underlying tax expense for FY25 was £132m (FY24: £116m), resulting in an
underlying tax rate of 24% (FY24: 24%). The statutory income tax expense for
FY25 was £115m (FY24: £103m), resulting in a statutory tax rate of 24%
(FY24: 24%).

Earnings per share (EPS)

                             FY25    FY24    Change
 Statutory basic EPS         37.7p   32.1p   +18%
 Recurring items             5.7p    6.3p
 Non-recurring items         (0.2)p  (0.5)p
 Impact of foreign exchange  -       (1.2)p
 Underlying basic EPS        43.2p   36.7p   +18%

Underlying basic EPS and statutory basic EPS increased by 18% to 43.2p and
37.7p respectively, mainly reflecting higher underlying operating profit.

Cash flow

Sage remains highly cash generative with underlying cash flow from operations
increasing by 2% to £660m (FY24: £649m), representing underlying cash
conversion of 110% (FY24: 123%).  This strong cash performance reflects
growth in subscription revenue and strength in receivables collection, partly
offset by increased capital expenditure due to workplace investment together
with the timing of certain payments to third parties. Free cash flow of £517m
(FY24: £524m) reflects robust underlying cash conversion offset by higher net
interest and income tax.

 Cash flow APMs                                           FY25      FY24 (as reported)
 Underlying operating profit                              £600m     £529m
 Depreciation, amortisation and non-cash items in profit  £44m      £44m
 Share-based payments                                     £46m      £45m
 Net changes in working capital                           £26m      £55m
 Net capital expenditure                                  (£56m)    (£24m)
 Underlying cash flow from operations                     £660m     £649m
      Underlying cash conversion %                        110%      123%

 Non-recurring cash items                                 (£8m)     (£5m)
 Net interest paid                                        (£34m)    (£25m)
 Income tax paid                                          (£101m)   (£91m)
 Profit and loss foreign exchange movements               -         (£4m)
 Free cash flow                                           £517m     £524m

 

 Statutory reconciliation of cash flow from operations      FY25     FY24 (as reported)
 Statutory cash flow from operations                        £675m    £625m
 Recurring and non-recurring items                          £41m     £44m
 Net capital expenditure                                    (£56m)   (£24m)
 Other adjustments including foreign exchange translations  -        £4m
 Underlying cash flow from operations                       £660m    £649m

Net debt and liquidity

Group net debt was £1,189m at 30 September 2025 (30 September 2024: £738m),
comprising cash and cash equivalents of £390m (30 September 2024: £508m) and
total debt of £1,579m (30 September 2024: £1,246m). The Group had £1,020m
of cash and available liquidity at 30 September 2025 (30 September 2024:
£1,138m).

The increase in net debt in the period is summarised in the table below:

                                               FY25        FY24 (as reported)
 Net debt at 1 October                         (£738m)     (£561m)
 Free cash flow                                £517m       £524m
 New leases                                    (£28m)      (£26m)
 Acquisition of businesses                     (£87m)      (£34m)
 M&A and equity investments                    (£33m)      (£41m)
 Dividends paid                                (£207m)     (£199m)
 Share buyback                                 (£605m)     (£348m)
 Purchase of shares by Employee Benefit Trust  -           (£55m)
 FX movement and other                         (£8m)       £2m
 Net debt at 30 September                      (£1,189m)   (£738m)

The Group's debt is sourced from sterling and euro denominated notes, together
with a syndicated multicurrency revolving credit facility (RCF).

The Group's notes include £300m 12-year notes issued in March 2025 with a
coupon of 5.625%, and €500m 5-year notes issued in February 2023 with a
coupon of 3.82%, under the Group's Euro Medium Term Note programme. Sage's
other notes comprise £400m 12-year notes issued in February 2022 with a
coupon of 2.875%, and £350m 10-year notes issued in February 2021 with a
coupon of 1.625%.

The Group's RCF of £630m expires in December 2029 and was undrawn at 30
September 2025 (FY24: undrawn). Sage has an investment grade issuer rating
assigned by Standard and Poor's of BBB+ (stable outlook).

Capital allocation

Sage's disciplined capital allocation policy is focused on accelerating
strategic execution through organic and inorganic investment and delivering
shareholder returns. During FY25 Sage completed the acquisition of Tritium
Software, the developer of ForceManager (now branded Sage Sales Management), a
mobile workforce management solution for field-based sales teams, and Fyle, an
AI-enabled expense management platform that transforms how SMBs track and
manage expenses.

Sage has a progressive dividend policy, intending to grow the dividend over
time while considering the future capital requirements of the Group. The final
dividend proposed by the Board is 14.4p per share, taking the total dividend
for the year to 21.85p, up 7% compared to the prior year (FY24: 20.45p).

The Group also considers returning surplus capital to shareholders. On 30 July
2025, Sage completed a share buyback programme, commenced on 20 November 2024
and extended on 15 May 2025, under which a total of 48.2m shares were
purchased for an aggregate consideration of £600m and subsequently cancelled.

Alongside these results, we have announced a further share buyback programme
of up to £300m, reflecting Sage's strong cash generation, robust financial
position, and the Board's confidence in the Group's future prospects. Sage
continues to have considerable financial flexibility to drive the execution of
its growth strategy.

 

                                         FY25      FY24 (as reported)
 Net debt                                £1,189m   £738m
 Underlying EBITDA (last twelve months)  £694m     £622m
 Net debt/underlying EBITDA Ratio        1.7x      1.2x

The Group's underlying EBITDA over the last 12 months was £694m, resulting in
a net debt to underlying EBITDA leverage ratio of 1.7x, up from 1.2x in the
prior year. Sage intends to operate in a broad range of 1x to 2x net debt to
underlying EBITDA over the medium term, with flexibility to move outside this
range as business needs require.

Return on capital employed (ROCE) for FY25 was 31% (FY24 as reported: 26%). A
reconciliation of ROCE to our reported measures is set out in Appendix 1 on
page 12.

Foreign exchange

The Group does not hedge foreign currency profit and loss translation exposure
and the statutory results are therefore impacted by movements in exchange
rates. The average rates used to translate the consolidated income statement
and to normalise prior year underlying and organic figures are as follows:

 Average exchange rates (equal to GBP)  FY25   FY24   Change
 Euro (€)                               1.18   1.17   +1%
 US Dollar ($)                          1.31   1.27   +3%
 Canadian Dollar (C$)                   1.83   1.73   +6%
 South African Rand (ZAR)               23.61  23.50   +0%

 Appendix 1 - Alternative Performance Measures

Alternative Performance Measures are used by the Group to understand and
manage performance. These are not defined under International Financial
Reporting Standards (IFRS) or UK-adopted International Accounting Standards
(UK-IFRS) and are not intended to be a substitute for any IFRS or UK-IFRS
measures of performance but have been included as management considers them to
be important measures, alongside the comparable GAAP financial measures, in
assessing underlying performance. Wherever appropriate and practical, we
provide reconciliations to relevant GAAP measures. The table below sets out
the basis of calculation of the Alternative Performance Measures and the
rationale for their use.

 MEASURE                                   DESCRIPTION                                                                      RATIONALE
 Underlying (revenue and profit) measures  Underlying measures are adjusted to exclude items which in management's          Underlying measures allow management and investors to compare performance
                                           judgement need to be disclosed separately by virtue of their size, nature or     without the effects of foreign exchange movements or recurring or
                                           frequency to aid understanding of the performance for the year or                non-recurring items.
                                           comparability between periods:

                                                                                By including part-period contributions from acquisitions, discontinued
                                           ·    Recurring items include purchase price adjustments including                operations, disposals and assets held for sale of standalone businesses in the
                                           amortisation of acquired intangible assets and adjustments made to reduce        current and/or prior periods, the impact of M&A decisions on earnings per
                                           deferred income arising on acquisitions, acquisition-related items and           share growth can be evaluated.
                                           unhedged FX on intercompany balances; and

                                           ·    Non-recurring items that management judge to be one-off or
                                           non-operational, such as gains and losses on the disposal of assets,
                                           impairment charges and reversals, and restructuring related costs.

                                           Recurring items are adjusted each period irrespective of materiality to ensure
                                           consistent treatment.

                                           Underlying basic EPS is also adjusted for the tax impact of recurring and
                                           non-recurring items.

                                           All prior period underlying measures (revenue and profit) are retranslated at
                                           the current year exchange rates to neutralise the effect of currency
                                           fluctuations.
 Organic (revenue and profit) measures     In addition to the adjustments made for Underlying measures, Organic measures:   Organic measures allow management and investors to understand the

                                                                                like‑for‑like revenue and current period margin performance of the
                                           ·    Exclude the contribution from discontinued operations, disposals and        continuing business.
                                           assets held for sale of standalone businesses in the current and prior period;
                                           and

                                           ·    Exclude the contribution from acquired businesses until the year
                                           following the year of acquisition; and

                                           ·    Adjust the comparative period to present prior period acquired
                                           businesses as if they had been part of the Group throughout the prior period.

                                           Acquisitions and disposals where the revenue and contribution impact would be
                                           immaterial are not adjusted.
 Underlying Cash Flow from Operations      Underlying Cash Flow from Operations is Underlying Operating Profit adjusted     To show the cash flow generated by the operations and calculate underlying
                                           for non-cash items, net capital expenditure (excluding business combinations     cash conversion.
                                           and similar items) and changes in working capital.
 Underlying Cash Conversion                Underlying Cash Flow from Operations divided by Underlying (as reported)         Cash conversion informs management and investors about the cash operating
                                           Operating Profit.                                                                cycle of the business and how efficiently operating profit is converted into
                                                                                                                            cash.
 Underlying EBITDA                         Underlying EBITDA is Underlying Operating Profit excluding underlying            To calculate the Net Debt to Underlying EBITDA leverage ratio and to show
                                           depreciation, amortisation and share-based payments.                             profitability before the impact of major non-cash charges.

                                           Underlying depreciation and amortisation is the statutory equivalent measure,
                                           adjusted for the amortisation of acquired intangibles. Underlying share-based
                                           payments is the statutory equivalent measure, adjusted for M&A-related
                                           share-based payment charges included within other M&A activity related
                                           items.
 Annualised recurring revenue              Annualised recurring revenue ("ARR") is the normalised recurring revenue in      ARR represents the annualised value of the recurring revenue base that is
                                           the last month of the reporting period, adjusted consistently period to          expected to be carried into future periods, and its growth is a
                                           period, multiplied by twelve. Adjustments to normalise reported recurring        forward‑looking indicator of reporting recurring revenue growth.
                                           revenue involve adjusting for certain components (such as non‑refundable
                                           contract sign‑up fees) to ensure the measure reflects that part of the
                                           revenue base which (subject to ongoing use and renewal) can reasonably be
                                           expected to repeat in future periods.
 Renewal Rate by Value                     The ARR from renewals, migrations, upsell and cross-sell of active customers     As an indicator of our ability to retain and generate additional revenue from
                                           at the start of the year, divided by the opening ARR for the year.               our existing customer base through up and cross sell.
 Free Cash Flow                            Free Cash Flow is Underlying Cash Flow from Operations minus net interest        To measure the cash generated by the operating activities during the period
                                           paid, derivative financial instruments and income tax paid, and adjusted for     that is available to repay debt, undertake acquisitions or distribute to
                                           non-recurring cash items (which excludes net proceeds on disposals of            shareholders.
                                           subsidiaries) and profit and loss foreign exchange movements.
 % Subscription Penetration                Underlying software subscription revenue as a percentage of underlying total     To measure the migration of our customer base from licence and maintenance to
                                           revenue.                                                                         a subscription relationship.
 Net debt                                  Net debt is cash and cash equivalents less current and non-current borrowings.   To calculate the Net Debt to Underlying EBITDA leverage ratio and an indicator
                                                                                                                            of our indebtedness.
 Return on Capital Employed (ROCE)         ROCE is calculated as underlying Operating Profit, minus amortisation of         As an indicator of the financial return on the capital invested in the
                                           acquired intangibles, the result being divided by capital employed, which is     Company. ROCE is used as an underpin in the FY23, FY24 and FY25 PSP awards.
                                           the average (of the opening and closing balance for the period) total net
                                           assets excluding net debt, derivative financial instruments, provisions for
                                           non-recurring costs, financial liability for the purchase of own shares and
                                           tax assets or liabilities. A reconciliation of ROCE to our reported measures
                                           is set out in the table below.

 

 Reconciliation of Return on Capital Employed (ROCE)                      FY25       FY24

(as reported)
 Underlying operating profit net of amortisation of acquired intangibles  £558m      £481m

 Net assets less borrowings and cash                                      £1,909m    £1,832m

 Less:

 ·    Derivative financial instruments                                    (£32m)     (£17m)

 ·    Provisions for non-recurring costs                                  £6m        £16m

 ·    Financial liability for the purchase of own shares                  £8m        £4m

 ·    Tax assets or liabilities                                           (£49m)     (£54m)

 Adjusted net assets                                                      £1,842m    £1,781m

 Average adjusted net assets                                              £1,811m    £1,870m
 Return on capital employed                                               31%        26%

 

Consolidated income statement

For the year ended 30 September 2025

 

                                                                      Note  2025     2024

£m
£m
 Revenue                                                              2     2,513    2,332
 Cost of sales                                                              (183)    (168)
 Gross profit                                                               2,330    2,164
 Selling and administrative expenses                                        (1,800)  (1,712)
 Operating profit                                                     2     530      452
 Finance income                                                             12       19
 Finance costs                                                              (58)     (45)
 Profit before income tax                                                   484      426
 Income tax expense                                                   4     (115)    (103)
 Profit for the year                                                        369      323

 Profit attributable to:                                                    369      323

 Owners of the parent

 Earnings per share attributable to the owners of the parent (pence)
 Basic                                                                6     37.74p   32.10p
 Diluted                                                              6     37.16p   31.55p

All operations in the year relate to continuing operations.

The notes on pages 19 to 35 form an integral part of these condensed
consolidated financial statements.

 

Consolidated statement of comprehensive income

For the year ended 30 September 2025

 

                                                                                 2025  2024

                                                                                 £m    £m
 Profit for the year                                                             369   323

 Items of other comprehensive income that will not be reclassified to profit or
 loss, net of tax:
 Actuarial gain/(loss) on post-employment benefit obligations                    1     (2)
 Fair value reassessment of equity investments                                   (2)   -
                                                                                 (1)   (2)

 Items of other comprehensive income that may be reclassified to profit or
 loss, net of tax:
 Exchange differences on translating foreign operations and net investment       10    (101)
 hedges
 Changes in fair value of foreign currency basis of hedge relationships          (2)   -
 Amortisation of foreign currency basis of hedge relationships                   1     -
                                                                                 9     (101)

 Other comprehensive income/(expense) for the year, net of tax                   8     (103)

 Total comprehensive income for the year                                         377   220

 Total comprehensive income for the year attributable to:
 Owners of the parent                                                            377   220

 

Consolidated balance sheet

As at 30 September 2025

                                              Note  2025     2024 (Restated*)

                                                    £m       £m

 Non-current assets
 Goodwill                                     7     2,213    2,122
 Other intangible assets                      7     212      228
 Property, plant and equipment                7     144      108
 Equity investments                                 4        6
 Trade and other receivables                        144      137
 Deferred income tax assets                         101      81
 Derivative financial instruments                   32       29
                                                    2,850    2,711

 Current assets
 Trade and other receivables                        471      404
 Current income tax asset                           2        16
 Cash and cash equivalents                    9     390      508
                                                    863      928

 Total assets                                       3,713    3,639

 Current liabilities
 Trade and other payables                           (433)    (405)
 Current income tax liabilities                     (39)     (26)
 Borrowings                                   9     (17)     (15)
 Provisions                                         (21)     (22)
 Deferred income                                    (845)    (758)
                                                    (1,355)  (1,226)

 Non-current liabilities
 Borrowings                                   9     (1,562)  (1,231)
 Post-employment benefits                           (25)     (23)
 Deferred income tax liabilities                    (15)     (19)
 Provisions                                         (23)     (25)
 Trade and other payables                           (8)      (3)
 Deferred income                                    (5)      (6)
 Derivative financial instruments                   -        (13)
                                                    (1,638)  (1,320)

 Total liabilities                                  (2,993)  (2,546)
 Net assets                                         720      1,093

 Equity attributable to owners of the parent
 Ordinary shares                              8     11       11
 Share premium                                8     548      548
 Other reserves                               8     (369)    (429)
 Retained earnings                                  530      963
 Total equity                                       720      1,093

*Adjusted for finalisation of the fair value of assets acquired and
liabilities assumed in the acquisition of Infineo SAS (see note 11).Other
reserves and retained earnings have been restated to present the treasury
share reserve and capital redemption reserve within other reserves.

 

 

Consolidated statement of changes in equity

For the year ended 30 September 2025

                                                                               Ordinary shares     Share premium  Other reserves  Retained earnings  Total

£m
£m
£m
£m

                                                                                                                                                     equity

£m
 At 1 October 2024                                                             11                  548            (429)           963                1,093
 Adjustment on initial application of IFRS 9 hedge accounting                  -                   -              1               (1)                -
 Adjusted opening shareholders' equity                                         11                  548            (428)           962                1,093
 Profit for the year                                                           -                   -              -               369                369
 Other comprehensive income/(expense), net of tax
 Actuarial gain on post-employment benefit obligations                         -                   -              -               1                  1
 Fair value reassessment of equity investments                                 -                   -              -               (2)                (2)
 Exchange differences on translating foreign operations and net investment     -                   -              10              -                  10
 hedges
 Changes in fair value of foreign currency basis of hedge relationships        -                   -              (2)             -                  (2)
 Amortisation of foreign currency basis of hedge relationships                 -                   -              1               -                  1
 Total comprehensive income                                                    -                   -              9               368                377

 for the year ended 30 September 2025
 Transactions with owners
 Employee share option scheme - value of employee services including deferred  -                   -              -               57                 57
 tax
 Vesting of share awards and exercise of share options                         -                   -              50              (41)               9
 Share buyback programme                                                       -                   -              -               (609)              (609)
 Dividends paid to owners of the parent                                        -                   -              -               (207)              (207)
 Total transactions with owners                                                -                   -              50              (800)              (750)

 for the year ended 30 September 2025
 At 30 September 2025                                                          11                  548            (369)           530                720

 

Consolidated statement of changes in equity

For the year ended 30 September 2024

 

                                                                               Ordinary shares     Share premium  Other reserves (Restated*)  Retained earnings (Restated*)  Total

£m
£m
£m
£m

                                                                                                                                                                             equity

£m
 At 1 October 2023                                                             12                  548            (324)                       1,171                          1,407
 Profit for the year                                                           -                   -              -                           323                            323
 Other comprehensive expense
 Actuarial loss on post-employment benefit obligations                         -                   -              -                           (2)                            (2)
 Exchange differences on translating foreign operations and net investment     -                   -              (101)                       -                              (101)
 hedges
 Total comprehensive (expense)/income                                          -                   -              (101)                       321                            220

 for the year ended 30 September 2024
 Transactions with owners
 Employee share option scheme - value of employee services including deferred  -                   -              -                           62                             62
 tax
 Vesting of share awards and exercise of share options                         -                   -              50                          (41)                           9
 Cancellation of ordinary shares                                               (1)                 -              1                           -                              -
 Share buyback programme                                                       -                   -              -                           (351)                          (351)
 Purchase of shares by Employee Benefit Trust                                  -                   -              (55)                        -                              (55)
 Dividends paid to owners of the parent                                        -                   -              -                           (199)                          (199)
 Total transactions with owners                                                (1)                 -              (4)                         (529)                          (534)

 for the year ended 30 September 2024
 At 30 September 2024                                                          11                  548            (429)                       963                            1,093

*Other reserves and retained earnings have been restated to present the
treasury share reserve and capital redemption reserve within other reserves.

 

Consolidated statement of cash flows

For the year ended 30 September 2025

                                                                            Note  2025    2024

                                                                                   £m      £m
 Cash flows from operating activities
 Cash generated from continuing operations                                        675     625
 Interest paid                                                                    (46)    (43)
 Income tax paid                                                                  (101)   (91)
 Net cash generated from operating activities                                     528     491

 Cash flows from investing activities
 Purchase of equity investment                                                    -       (2)
 Acquisition of subsidiaries, net of cash acquired                          11    (82)    (30)
 Purchases of intangible assets                                             7     (18)    (18)
 Purchases of property, plant and equipment                                 7     (41)    (19)
 Proceeds from disposals of property, plant and equipment                   7     1       9
 Interest received                                                                13      19
 Net cash used in investing activities                                            (127)   (41)

 Cash flows from financing activities
 Proceeds from borrowings                                                   9     297     -
 Repayments of borrowings                                                   9     (2)     -
 Capital element of lease payments                                          9     (17)    (16)
 Borrowing costs                                                                  (2)     (1)
 Receipt of lease incentive                                                       6       -
 Share buyback programme                                                          (605)   (348)
 Proceeds from issuance of treasury shares                                        9       9
 Purchase of shares by Employee Benefit Trust                               8     -       (55)
 Dividends paid to owners of the parent                                     5     (207)   (199)
 Net cash used in financing activities                                            (521)   (610)

 Net decrease in cash and cash equivalents (before exchange rate movement)        (120)   (160)
 Effects of exchange rate movement                                          9     2       (28)
 Net decrease in cash and cash equivalents                                        (118)   (188)
 Cash and cash equivalents at 1 October                                     9     508     696
 Cash and cash equivalents at 30 September                                  9     390     508

 

Notes to the financial information

For the year ended 30 September 2025

 

1. Group accounting policies

Basis of preparation

The Sage Group plc. (the "Company") and its subsidiaries (together the
"Group") is a leader in accounting, financial, HR and payroll technology for
small and mid-sized businesses. The Company is incorporated and registered in
the United Kingdom as a public limited company limited by shares.

In conformity with the requirements of the Companies Act 2006, these condensed
consolidated financial statements have been prepared based on International
Financial Reporting Standards (IFRS) as issued by the International Accounting
Standard Board (IASB) and UK-adopted International Accounting Standards
(UK-IFRS). These condensed consolidated financial statements have been
prepared on a going concern basis.

These condensed consolidated financial statements do not constitute statutory
financial statements within the meaning of Section 434 of the Companies Act
2006. The annual financial statements are included in the Annual Report and
Accounts for the year ended 30 September 2025 and will be delivered to the
Registrar of Companies in due course. Annual financial statements for the year
ended 30 September 2024 have been delivered to the Registrar of Companies. The
auditor's reports on the annual financial statements for the years ended 30
September 2025 and 30 September 2024 were both unqualified, did not include a
reference to any matters to which the auditor drew attention by way of
emphasis without qualifying their report and did not contain statements under
section 498 (2) and (3) of the Companies Act 2006.

Except as set out below the accounting policies used in these condensed
consolidated financial statements are consistent with those applied in the
annual financial statements for the year ended 30 September 2024.
Additionally, in the current year, treasury share reserve and capital
redemption reserve have been presented separately within other reserves
(earlier combined within retained earnings). This change provides visibility
and greater clarity to users of the consolidated financial statements.

All figures presented are rounded to the nearest £m, unless otherwise stated.

Change in accounting policies

As at 1 October 2024 the Group elected to apply the hedge accounting
requirements in IFRS 9 "Financial Instruments" instead of those in IAS 39
"Financial Instruments: Recognition and Measurement". This standard introduces
simplified hedge accounting through closer alignment with the entity's risk
management methodology.

All existing hedge relationships were regarded as continuing hedge
relationships. All such designated hedge relationships under IAS 39 as at 30
September 2024 met the criteria for hedge accounting under IFRS 9 as the
Group's risk management strategies and hedge documentation were aligned to the
new standard.

The Group has adopted the modified transition approach and therefore adjusted
opening retained earnings and other reserve balances for the impact of
adopting IFRS 9 hedge accounting and has not restated prior period
comparatives.

The impact on the year ended 30 September 2025 is not material and the
transition did not result in any changes in the measurement or classification
of financial instruments as at 1 October 2024.

Segment information

In accordance with IFRS 8, "Operating Segments", information for the Group's
operating segments has been derived using the information used by the Chief
Operating Decision Maker ("CODM"). The Group's Executive Leadership Team
("ELT") has been identified as the CODM, in accordance with their designated
responsibility for the allocation of resources to operating segments and
assessing their performance through the Monthly Performance Reviews. The ELT
uses organic and underlying data to monitor business performance. Operating
segments are reported in a manner which is consistent with the operating
segments produced for internal management reporting.

The Group is organised into three key operating segments:

·     North America

·     United Kingdom, Ireland, Africa and APAC ("UKIA")

·     Europe

For reporting under IFRS 8, each of the three operating segments above
represents a reportable segment.

The revenue analysis in the table below is based on the location of the
customer, which is not materially different from the location where the order
is received and where the assets are located.

 

 Category           Examples
 Recurring revenue  Software subscription revenue

                    Other subscription revenue

                    Other recurring revenue
 Other revenue      Perpetual software licences

                    Upgrades to perpetual licences

                    Professional services

                    Training

 

Revenue by segment

                                                 Year ended 30 September 2025                         Change
                                                 Statutory and Underlying  Organic        Organic     Statutory  Underlying  Organic

£m

£m
                                                                           Adjustments*

                                                                           £m
 Recurring revenue by segment
 North America                                   1,110                     (2)            1,108       8%         12%         11%
 UKIA                                            714                       -              714         9%         9%          9%
 Europe                                          612                       (5)            607         7%         8%          7%
 Recurring revenue                               2,436                     (7)            2,429       8%         10%         9%
 Other revenue by segment
 North America                                   28                        -              28          13%        17%         17%
 UKIA                                            15                        -              15          (3%)       (2%)        (2%)
 Europe                                          34                        -              34          (5%)       (4%)        (4%)
 Other revenue                                   77                        -              77          1%         3%          3%
 Total revenue by segment
 North America                                   1,138                     (2)            1,136       8%         12%         11%
 UKIA                                            729                       -              729         9%         9%          9%
 Europe                                          646                       (5)            641         6%         7%          6%
 Total revenue                                   2,513                     (7)            2,506       8%         10%         9%

*Adjustments relate to the acquisition of Tritium Software, S.L. ("Tritium
Software") and Fyle Technologies Private Limited ("Fyle").

 

 

                                                 Year ended 30 September 2025                         Change
                                                 Statutory and Underlying  Organic        Organic     Statutory  Underlying  Organic

£m

£m
                                                                           Adjustments*

                                                                           £m
 Total revenue by type
 Software subscription revenue                   2,093                     (7)            2,086       10%        12%         11%
 Other recurring revenue                         343                       -              343         (1%)       1%          1%
 Recurring revenue                               2,436                     (7)            2,429       8%         10%         9%
 Other revenue                                   77                        -              77          1%         3%          3%
 Total revenue                                   2,513                     (7)            2,506       8%         10%         9%

*Adjustments relate to the acquisition of Tritium Software and Fyle.

 

Revenue by segment (continued)
 
 
 

 

                                                                     Year ended 30 September 2024
                               Statutory and Underlying as reported  Impact of foreign exchange  Underlying  Organic        Organic

£m
£m
£m

£m
                                                                                                             Adjustments*

                                                                                                             £m
 Recurring revenue by segment
 North America                                                       1,028                       (34)        994            5        999
 UKIA                                                                655                         (2)         653            -        653
 Europe                                                              574                         (6)         568            1        569
 Recurring revenue                                                   2,257                       (42)        2,215          6        2,221
 Other revenue by segment
 North America                                                       24                          -           24             -        24
 UKIA                                                                15                          -           15             -        15
 Europe                                                              36                          -           36             -        36
 Other revenue                                                       75                          -           75             -        75
 Total revenue by segment
 North America                                                       1,052                       (34)        1,018          5        1,023
 UKIA                                                                670                         (2)         668            -        668
 Europe                                                              610                         (6)         604            1        605
 Total revenue                                                       2,332                       (42)        2,290          6        2,296

* Adjustments relate to the acquisition of Infineo SAS ("Infineo") and Anvyl,
Inc ("Anvyl") in the previous year.

 

                                                                      Year ended 30 September 2024
                                Statutory and Underlying as reported  Impact of foreign exchange  Underlying  Organic        Organic

£m
£m
£m

£m
                                                                                                              Adjustments*

                                                                                                              £m
 Total revenue by type
 Software subscription revenue                                        1,910                       (34)        1,876          6        1,882
 Other recurring revenue                                              347                         (8)         339            -        339
 Recurring revenue                                                    2,257                       (42)        2,215          6        2,221
 Other revenue                                                        75                          -           75             -        75
 Total revenue                                                        2,332                       (42)        2,290          6        2,296

* Adjustments relate to the acquisition of Infineo and Anvyl in the previous
year.

 

 

 

Operating profit by segment

 

                              Year ended 30 September 2025                                                       Change
                              Statutory                     Underlying adjustments*  Underlying and Organic      Statutory     Underlying      Organic

 £m
                              £m                            £m
 Operating profit by segment
 North America                231                           26                       257                         21%           14%             15%
 UKIA                         182                           25                       207                         17%           12%             12%
 Europe                       117                           19                       136                         12%           31%             28%
 Total operating profit       530                           70                       600                         17%           17%             16%

 

                              Year ended 30 September 2024
                              Statutory  Underlying adjustments*     Underlying as reported  Impact of foreign exchange      Underlying      Organic adjustments**     Organic

 £m

                              £m          £m                                                 £m                              £m              £m                        £m
 Operating profit by segment
 North America                192        43                          235                     (11)                            224             (1)                       223
 UKIA                         155        33                          188                     (3)                             185             -                         185
 Europe                       105        1                           106                     (2)                             104             3                         107
 Total operating profit       452        77                          529                     (16)                            513             2                         515
 * Adjustments are detailed in note 3.

 ** Adjustments relate to the acquisition of Infineo and Anvyl in the previous
 year.

 

Adjustments between underlying profit and statutory profit

 

                                                                   Year ended 30 September 2025      Year ended 30 September 2024
                                                                   Operating        Profit           Operating        Profit

                                                                   profit           before tax       profit           before tax

£m
£m
£m
£m
 Statutory measures                                                530              484              452              426
 Recurring items
 ·      Amortisation of acquired intangibles                       42               42               48               48
 ·      Other M&A activity-related items                           31               31               34               34
 ·      Foreign currency movements on intercompany balances        -                1                -                (1)
 Non-recurring items
 ·      Reversal of property restructuring costs                   (2)              (2)              -                -
 ·      Reversal of restructuring costs                            (1)              (1)              (2)              (2)
 ·      Reversal of employee-related costs                         -                -                (3)              (3)
 Underlying (as reported) measures                                 600              555              529              502
 Impact of foreign exchange                                        -                -                (16)             (16)
 Underlying measures                                               600              555              513              486

 

Recurring items

Recurring items impacting operating profits (reported within selling and
administrative costs) and profit before tax comprise:

·     Amortisation of acquired intangibles £42m (2024: £48m) which have
previously been recognised as part of business combinations or similar
transactions.

·    Other M&A activity-related items relate to advisory, legal,
accounting, valuation, and other professional or consulting services which are
related to M&A activity as well as acquisition-related remuneration and
directly attributable integration costs. £15m (2024: £5m) of these costs
have been paid in the year, while the remainder is expected to be paid in
subsequent financial years.

 

Non-recurring items

Non-recurring items impacting operating profits (reported within selling and
administrative costs) and profit before tax comprise:

·     Reversal of property restructuring costs £2m (2024: £nil) arising
as a result of a sub-lease entered into for a property site in North America,
which had previously been exited.

·     Reversal of restructuring costs of £1m (2024: £2m) relates to
unutilised provisions previously recognised.

·     Reversal of employee-related costs of £3m in the prior year
relates to unutilised employee-related provisions recognised in previous years
for French payroll taxes.

 

In total for the year ended 30 September 2025, cash paid in respect of
recurring and non-recurring items (some of which was incurred in prior
periods) of £41m, comprised £33m of other M&A activity-related items and
£8m of employee-related costs. (For the year ended 30 September 2024, cash
paid in respect recurring and non-recurring items of £44m comprised £39m of
other M&A activity-related items, £3m of restructuring costs and £2m of
property restructuring costs).

The tax impact of recurring and non-recurring adjustments between statutory
and underlying profit before tax is £17m, of which £18m relates to recurring
items and £1m tax credit relates to non-recurring items. For the year ended
30 September 2024 the tax impact is £17m, of which all £17m relates to
recurring items. For the impact of these on the effective tax rates, see note
4.

 

2. Income tax expense

The effective tax rate on statutory profit before tax was 24% (2024: 24%),
whilst the effective tax rate on underlying profit before tax on continuing
operations was 24% (2024: 24%).

The statutory and underlying effective tax rates are lower than the UK
corporation tax rate applicable to the Group of 25%, primarily due to the
innovation tax credits for registered patents and software, and research and
development activities which attract government tax incentives in a number of
operating territories.

3. Dividends

                                                                                 2025  2024

                                                                                 £m    £m
 Final dividend paid for the year ended 30 September 2024 of 13.50p per share    135   -
 (2024: final dividend paid for the year ended 30 September 2023 of 12.75p per   -     129
 share)

 Interim dividend paid for the year ended 30 September 2025 of 7.45p per share   72    -
 (2024: interim dividend paid for the year ended 30 September 2024 of 6.95p per  -     70
 share)
                                                                                 207   199

 

In addition, the Directors are proposing a final dividend in respect of the
financial year ended 30 September 2025 of 14.40p. The Company's distributable
reserves are sufficient to support the payment of this dividend. If approved
at the AGM on 5 February 2026 it will be paid on 10 February 2026 to
shareholders who are on the register of members on 9 January 2026. These
financial statements do not reflect this proposed dividend payable.

 

 Earnings per share

Basic earnings per share is calculated by dividing the profit for the year
attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the year, excluding those held as treasury
shares and held by the Employee Benefit Trust, which are treated as cancelled,
until reissued.

For diluted earnings per share, the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all potentially dilutive ordinary
shares, exercisable at the end of the year.

                                                                     Underlying 2025            Underlying     Underlying              Statutory

as reported*
2024

2024

                          Statutory
                                                                                                2024
2025
 Earnings attributable to owners of the

 parent** (£m)
 Profit for the year                                                 423                        382            370         369         323

 Number of shares (millions)
 Weighted average number of shares                                   978                        1,007          1,007       978         1,007
 Dilutive effects of shares                                          15                         18             18          15          18
 Weighted average number of shares for diluted earnings per share    993                        1,025          1,025       993         1,025

 Earnings per share attributable to owners of the

parent** (pence)
 Basic earnings per share                                            43.19                      37.91          36.73       37.74       32.10
 Diluted earnings per share                                          42.52                      37.25          36.09       37.16       31.55

*         Underlying as reported is at 2024 reported exchange rates.

**      All operations in the years relate to continuing operations.

 

 

 Reconciliation of earnings                                                  2025  2024

£m
£m
 Statutory profit for the period attributable to owners of the parent        369   323
 Adjustments:
 ·      Recurring items                                                      74    81
 ·      Non-recurring items                                                  (3)   (5)
 Taxation on adjustments between statutory and underlying profit before tax  (17)  (17)
 Underlying profit for the period attributable to owners of the parent (as   423   382
 reported)
 Impact of movement in foreign currency exchange rates                       -     (12)
 Underlying profit for the period (after exchange movement) attributable to  423   370
 owners of the parent

 

 

4. Non-current assets

                                                 Goodwill  Other        Property, plant and equipment  Total

£m

£m
                                                           intangible   £m

                                                           assets

                                                           £m
 Opening net book amount at 1 October 2024       2,122     228          108                            2,458
 Additions                                       -         14           71                             85
 Acquisition                                     74        28           -                              102
 Disposals                                       -         -            (6)                            (6)
 Depreciation, amortisation and other movements  -         (60)         (30)                           (90)
 Exchange movement                               17        2            1                              20
 Closing net book amount at 30 September 2025    2,213     212          144                            2,569

 

 

                                                 Goodwill  Other        Property, plant and equipment  Total

                                                 £m        intangible   £m                             £m

                                                           assets

                                                           £m
 Opening net book amount at 1 October 2023       2,245     274          104                            2,623
 Additions                                       -         21           43                             64
 Acquisition*                                    24        9            -                              33
 Disposals                                       -         -            (7)                            (7)
 Depreciation, amortisation and other movements  -         (67)         (29)                           (96)
 Exchange movement                               (147)     (9)          (3)                            (159)
 Closing net book amount at 30 September 2024*   2,122     228          108                            2,458

* Adjusted for finalisation of fair value of assets acquired and liabilities
assumed in the acquisition of Infineo in the prior year (see note 11).

 

5. Equity

Ordinary shares and share premium

                           Number of      Ordinary           Share     premium      Total

                            shares         shares*                  £m              £m

                                                 £m
 At 1 October 2024         1,071,499,517  11                 548                    559
 Cancellation of shares**  (48,209,390)   -                  -                      -
 At 30 September 2025      1,023,290,127  11                 548                    559

 At 1 October 2023         1,100,789,295  12                 548                    560
 Cancellation of shares    (29,289,778)   (1)                -                      (1)
 At 30 September 2024      1,071,499,517  11                 548                    559

* Issued and fully paid ordinary shares of 1(4/77) pence each.

** Cancellation of shares in the current year resulted in a reduction of the
nominal value of ordinary shares of less than £1m.

 

At 30 September 2025 the Group held 59,869,507 treasury shares (2024:
66,725,007). During the year, the Group satisfied the vesting of certain share
awards utilising 6,855,500 treasury shares (2024: 7,181,463).

On 19 November 2024, the Group entered into a non-discretionary share buyback
programme to purchase up to £400m of its own shares. On 15 May 2025, the
programme was extended by up to £200m. The extended programme completed in
July 2025, for a total consideration of £600m plus expected associated taxes,
corresponding to the £609m recognised through retained earnings at the
balance sheet date, of which £605m was paid in the current year. The Group
repurchased a total of 48,209,390 ordinary shares as part of the programme.

 

Employee Benefit Trust

The Employee Benefit Trust (EBT) holds shares in the Company and was set up
for the benefit of Group employees. The EBT purchases the Company's shares in
the market or is gifted these by the Company for use in connection with the
Group's share-based payments arrangements. These shares are accounted for as
treasury shares. Once purchased, shares are not sold back into the market
unless required to settle employee tax liabilities in respect of their share
awards.

At 30 September 2025 the EBT holds 8,064,848 ordinary shares in the Company
(2024: 8,473,802) with £nil of shares purchased during the year (2024:
£55m), funded by the Company, and a nominal value of £nil (2024: £nil).
During the year, the EBT satisfied the vesting of certain share awards
utilising 420,118 ordinary shares (2024: 1,381,398 ordinary shares).

The costs of funding and administering the EBT are charged to the profit and
loss account of the Company in the period to which they relate. The market
value of the shares of the Company held by the EBT at 30 September 2025 was
£89m (2024: £87m).

 

Other reserves

All components of other reserves are presented on a consolidated basis on the
face of the consolidated statement of changes in equity.

In preparation of the financial statements in the current year, management
have separated treasury share reserve and capital redemption reserve from
retained earnings in the consolidated statement of changes in equity that was
presented in previous years, and presented them within other reserves, in
order to provide greater clarity by disaggregating retained earnings. The
below tables have been presented in this manner for the current and prior
year.

On transition to IFRS 9, an equity classification adjustment was recognised
for which £3m was credited to the translation reserve and £1m to the cash
flow hedging reserve, offset by £4m debited to the cost of hedging reserve.

An adjustment between the cost of hedging reserve and retained earnings of
£1m was also recognised on transition to reflect the cumulative effect of
hedging costs that would have been amortised to the income statement under
IFRS 9 over the life of the Group's existing hedging arrangements up to the
date of adoption.

                                                                            Translation reserve  Cash flow hedging reserve  Cost of hedging reserve  Merger reserve                                                   Total

                                                                            £m                   £m                                £m                       £m                           Capital redemption reserve   £m

                                                                                                                                                                        Treasury share   £m

                                                                                                                                                                        reserve

                                                                                                                                                                        £m
 At 1 October 2024                                                          23                   4                          -                        61                 (520)            3                            (429)
 Adjustment on initial application of IFRS 9 hedge accounting               3                    1                          (3)                      -                  -                -                            1
 At 1 October 2024 - adjusted                                               26                   5                          (3)                      61                 (520)            3                            (428)
 Exchange differences on translating foreign operations and net investment  10                   -                          -                        -                  -                -                            10
 hedges
 Changes in fair value of foreign currency basis of hedge relationships     -                    -                          (2)                      -                  -                -                            (2)
 Amortisation of foreign currency basis of hedge relationships              -                    -                          1                        -                  -                -                            1
 Vesting of share awards and exercise of share options                      -                    -                          -                        -                  50               -                            50
 At 30 September 2025                                                       36                   5                          (4)                      61                 (470)            3                            (369)

 

 

                                                                            Translation reserve  Hedging reserve    Merger reserve     Treasury share                                Total

                                                                            £m                          £m                 £m          reserve*        Capital redemption reserve*   £m

                                                                                                                                       £m              £m
 At 1 October 2023                                                          124                  4                  61                 (515)           2                             (324)
 Exchange differences on translating foreign operations and net investment  (101)                -                  -                  -               -                             (101)
 hedges
 Vesting of share awards and exercise of share options                      -                    -                  -                  50              -                             50
 Cancellation of ordinary shares                                            -                    -                  -                  -               1                             1
 Purchase of shares by Employee Benefit Trust                               -                    -                  -                  (55)            -                             (55)
 At 30 September 2024                                                       23                   4                  61                 (520)           3                             (429)

*Other reserves and retained earnings have been restated to present the
treasury share reserve and capital redemption reserve within other reserves.

 

6. Cash flow and net debt

 Reconciliation of profit for the year to cash generated from continuing  2025  2024
 operations
£m
£m
 Profit for the year                                                      369   323
 Adjustments for:
 Income tax                                                               115   103
 Finance income                                                           (12)  (19)
 Finance costs                                                            58    45
 Amortisation of intangible assets                                        60    67
 Depreciation of property, plant and equipment                            30    29
 Gain on disposal of property, plant and equipment                        (1)   (2)
 R&D tax credits                                                          (3)   (2)
 Equity-settled share-based transactions                                  51    56
 Exchange movement                                                        -     (4)
 Changes in working capital:
 Increase in trade and other receivables                                  (68)  (48)
 (Decrease)/increase in trade and other payables and provisions           (3)   20
 Increase in deferred income                                              79    57
 Cash generated from continuing operations                                675   625

 

 Reconciliation of net cash flow to movement in net debt                  2025     2024

£m
£m
 Cash outflows in the year (pre-exchange movements)                       (123)    (164)
 Cash (inflows)/outflows from loans and lease liabilities                 (280)    18
 Change in net debt resulting from cash flows                             (403)    (146)
 Cash and lease liabilities recognised from acquisitions of subsidiaries  1        4

 or similar transactions
 Other non-cash movements                                                 (30)     (28)
 Exchange movement                                                        (19)     (7)
 Movement in net debt in the year                                         (451)    (177)
 Net debt at 1 October                                                    (738)    (561)
 Net debt at 30 September                                                 (1,189)  (738)

 

 

                                             At          Cash flow  Acquisition  Non-cash movements  Exchange movement  At

 £m
£m
£m
 £m

 Analysis of change in net debt              1 October                                                                   30 September

                                             2024                                                                       2025

£m
                                             £m
 Cash and cash equivalents                   508         (123)      3            -                   2                  390

 Borrowings
 Loans due after more than one year          (1,156)     (295)      (2)          (2)                 (21)               (1,476)
 Lease liabilities due within one year       (15)        15         -            (17)                -                  (17)
 Lease liabilities after more than one year  (75)        -          -            (11)                -                  (86)
                                             (1,246)     (280)      (2)          (30)                (21)               (1,579)

 Total                                       (738)       (403)      1            (30)                (19)               (1,189)

 

                                             At            Cash    Acquisition  Non-cash movements  Exchange movement  At

£m
£m
 £m

 Analysis of change in net debt               1 October    flow                                                        30 September

 £m

                                             2023                                                                      2024

£m
                                             £m
 Cash and cash equivalents                   696           (164)   4            -                   (28)               508

 Borrowings
 Loans due after more than one year          (1,171)       -       -            (2)                 17                 (1,156)
 Lease liabilities due within one year       (14)          18      -            (20)                1                  (15)
 Lease liabilities after more than one year  (72)          -       -            (6)                 3                  (75)
                                             (1,257)       18      -            (28)                21                 (1,246)

 Total                                       (561)         (146)   4            (28)                (7)                (738)

 

The Group's debt is sourced from sterling and euro denominated bond notes,
with a syndicated Revolving Credit Facility (RCF) also available of £630m.

                                                    Year issued  Interest coupon*  Maturity   2025                  2024

                                                                                                     £m             £m
 Bonds
 ·      GBP 350m bond notes                         2021         1.63%             25-Feb-31  350                   350
 ·      GBP 400m bond notes                         2022         2.88%             8-Feb-34   400                   400
 ·      EUR 500m bond notes                         2023         3.82%             15-Feb-28  437                   416
 ·      GBP 300m bond notes                         2025         5.63%             5-Mar-37   300                   -
 ·      Unamortised issue and discount costs        N/A          N/A               N/A        (10)                  (9)
 Unamortised RCF loan costs                         N/A          N/A               N/A        (1)                   (1)
 Total                                                                                        1,476                 1,156

*This does not include the impact of cross-currency interest rate swaps
entered into in relation to the GBP 350m bond notes and EUR 500m bond notes.

 

At 30 September 2025, £nil of the RCF was drawn down (30 September 2024:
£nil).

During the year, the Group issued sterling denominated bond notes for a
nominal amount of £300m with a maturity date of March 2037. Net cash proceeds
from the issuance were £297m.

 

7. Financial instruments

The carrying amounts of the following financial assets and liabilities
approximate to their fair values: trade and other payables excluding tax and
social security, trade and other receivables excluding prepayments and accrued
income, lease liabilities and short-term bank deposits, and cash at bank and
in hand.

The fair value of the sterling and euro denominated bond notes are determined
by reference to quoted market prices and therefore can be considered as a
level 1 fair value as defined within IFRS 13.

The fair value of the cross-currency interest rate swaps held by the Group is
determined using a discounted cash flow valuation technique at market rates
and therefore can be considered as a level 2 fair value as defined within IFRS
13.

The fair value of swaps held by the Group as at 30 September 2025 was a £32m
net asset, comprised of £32m assets (30 September 2024: £16m net asset,
comprised of £29m assets offset by £13m liabilities).

The Group does not hold any financial liabilities whose fair value would be
considered as a level 3 fair value as defined within IFRS 13.

The respective book and fair values of bond notes are included in the table
below.

                                                     At 30 September 2025       At 30 September 2024
                                                     Book Value   Fair Value   Book Value    Fair Value

                                                     £m           £m           £m            £m
 Long-term borrowings (excluding lease liabilities)  (1,476)      (1,400)      (1,156)       (1,065)

 

8. Acquisitions and disposals

Acquisitions made during the current period

Tritium Software

On 29 October 2024, the Group acquired 100% equity capital and voting rights
of Tritium Software, S.L. ("Tritium Software"), a company based in Spain, for
a total consideration of £30m. Tritium Software provides a cloud-native,
mobile workforce management solution for field-based sales teams through its
main product, Sage Sales Management (previously branded as ForceManager).

 Summary of acquisition                        £m
 Cash consideration                            28
 Deferred consideration                        2
 Acquisition-date fair value of consideration  30
 Fair value of identifiable net assets         (5)
 Goodwill                                      25

 

 Fair value of identifiable net assets acquired

£m
 Acquired intangible assets                      6
 Other net liabilities                           (1)
 Fair value of identifiable net assets acquired  5

 

 A summary of the acquired intangible assets is set out below:  Valuation

£m

                                                                           Useful economic life

 Acquired intangible assets                                                (years)
 Customer relationships                                         1          10
 Technology                                                     5          7
 Acquired intangible assets                                     6

 

Acquired goodwill of £25m comprises the fair value of the acquired control
premium, workforce in place and the expected synergies. The goodwill has been
allocated to the Iberia CGU where the underlying benefit arising from the
acquisition is expected to be realised. No goodwill is expected to be
deductible for tax purposes. The results of the business are allocated to the
Europe operating segment in line with the underlying operations.

The outflow of cash and cash equivalents on the acquisition is as follows:

£m
 Cash consideration                  (28)
 Cash and cash equivalents acquired  1
 Net cash outflow                    (27)

 

Transaction costs of £5m relating to the acquisition have been included in
selling and administrative expenses, classified as other M&A
activity-related items within recurring adjustments between underlying and
statutory results. These costs relate to advisory, legal, and other
professional services. See note 3.

Arrangements have been put in place for retention payments to remunerate
employees of Tritium Software for future services. The total cost of these
arrangements will be recognised in future periods over the retention period,
contingent on employment.

The consolidated income statement includes revenue and loss after tax relating
to Tritium Software for the period since the acquisition date, of which both
are immaterial.

On an underlying and statutory basis, revenue would have increased and profit
after tax would have decreased by an immaterial amount, if Tritium Software
had been acquired at the start of the financial year and included in the
Group's results for period ended 30 September 2025.

Fyle Technologies

On 24 July 2025, the Group acquired a 100% controlling interest in Fyle
Technologies Private Limited ("Fyle"). Fyle provides an AI-enabled expense
management platform which transforms how SMBs track and manage expenses, with
an existing customer base in the United States.

 Summary of acquisition

£m
 Cash consideration                            56
 Deferred consideration                        3
 Holdback consideration                        4
 Acquisition-date fair value of consideration  63
 Fair value of identifiable net assets         (14)
 Goodwill                                      49

 

 Fair value of identifiable net assets acquired  £m
 Acquired intangible assets                      22
 Deferred tax liability                          (5)
 Other net liabilities                           (3)
 Fair value of identifiable net assets acquired  14

 

 A summary of the acquired intangible assets is set out below:  Valuation  Useful economic life

£m

                                                                           (years)

 Acquired intangible assets
 Technology                                                     22         8
 Acquired intangible assets                                     22

 

Acquired goodwill of £49m comprises the fair value of the acquired control
premium, workforce in place and the expected synergies. The goodwill has been
allocated to the North America CGU where the underlying benefit arising from
the acquisition is expected to be realised. No goodwill is expected to be
deductible for tax purposes. The results of the business are allocated to the
North America operating segment in line with the underlying operations.

The outflow of cash and cash equivalents on the acquisition is as follows:

£m
 Cash consideration                  (56)
 Cash and cash equivalents acquired  2
 Net cash outflow                    (54)

Transaction costs of £5m relating to the acquisition have been included in
selling and administrative expenses, classified as other M&A
activity-related items within recurring adjustments between underlying and
statutory results. These costs relate to advisory, legal and other
professional services. See note 3.

Arrangements have been put in place for retention payments to remunerate
employees of Fyle for future services, classified as other M&A
activity-related items. The total cost of these arrangements will be
recognised in future periods over the retention period, contingent on
employment.

The consolidated income statement includes revenue and loss after tax relating
to Fyle for the period since the acquisition date, of which both are
immaterial.

On an underlying and statutory basis, revenue would have increased and profit
after tax would have decreased by an immaterial amount, if Fyle had been
acquired at the start of the financial year and included in the Group's
results for period ended 30 September 2025.

 

Measurement adjustments to business combinations reported using provisional
amounts

On 9 September 2024, the Group acquired 100% equity capital and voting rights
of Infineo SAS ("Infineo"), for total cash consideration of £34m.

The net assets acquired and recognised in the financial statements for the
year ended 30 September 2024 were based on a provisional assessment of their
fair value while the Group undertook a valuation of the acquired intangible
assets. Given the timing of the acquisition, the acquisition accounting had
not been finalised by the date the financial statements for the year ended 30
September 2024 were approved for issue by the Board of Directors. During the
year, the valuation and acquisition accounting were completed and approved.

The intangible assets identified and subsequently valued as at the date of
acquisition include:

                              Valuation  Useful economic life

£m

                                         (years)

 Acquired intangible assets
 Customer relationships       1          10
 Technology                   8          6
 Acquired intangible assets   9

 

The 2024 comparative information has been restated to reflect the adjustment
to the provisional amounts.

As a result of the recognition of intangible assets of £9m, there was an
increase in the deferred tax liability of £1m and a corresponding decrease of
£8m to goodwill.

Acquired goodwill of £24m comprises the fair value of the acquired control
premium, workforce in place and the expected synergies. The goodwill has been
allocated to the France CGU where the underlying benefit arising from the
acquisition is expected to be realised. No goodwill is expected to be
deductible for tax purposes. The results of the business are allocated to the
Europe operating segment in line with the underlying operations.

No other adjustments have been made to the provisional fair value of assets
and liabilities reported at 30 September 2024, as set out below:

 

 Fair value of identifiable net assets acquired    Previously reported provisional fair values  Measurement adjustments  Final fair values

£m
£m
£m
 Intangible assets                                 -                                            9                        9
 Deferred tax liability                            -                                            (1)                      (1)
 Other identifiable net assets                     2                                            -                        2
 Fair value of identifiable net assets acquired    2                                            8                        10
 Goodwill                                          32                                           (8)                      24
 Total consideration                               34                                           -                        34

 

The increase in amortisation charge on the intangible assets from the
acquisition date to 30 September 2024 was not material and therefore no
adjustment has been made for this. No changes have been identified to the
directly attributable acquisition related costs which were included during the
financial year ended 30 September 2024 in relation to the acquisition.

 

9. Related party transactions

The Group's related parties are its subsidiary undertakings and its key
management personnel, which comprises the Group's Executive Leadership Team
members and the Non-executive Directors. Transactions and outstanding balances
between the parent and its subsidiaries within the Group and between those
subsidiaries have been eliminated on consolidation and are not disclosed in
this note.

 Key management personnel compensation      2025  2024

                                            £m    £m
 Salaries and short-term employee benefits  10    12
 Share-based payments                       8     8
                                            18    20

 

 

10.  Events after the balance sheet date

Acquisition of Criterion Inc.

On 2 October 2025, the Group acquired 100% equity capital and voting rights of
Criterion Inc. ("Criterion"), a company based in the United States, for fixed
initial consideration of £33m and additional variable consideration of up to
£16m, linked to the future performance of the business. Criterion provides a
unified human capital management (HCM) platform which will enhance Sage's
offering to mid-sized businesses.

Due to the timing of the acquisition being after 30 September 2025, the
results of Criterion are not included in our financial statements for the year
ended 30 September 2025 and the acquisition accounting has not yet been
completed. In line with IFRS 3, the purchase price accounting for the
acquisition will be finalised within 12 months of the acquisition date.

Share buyback programme

On 18 November 2025, The Sage Group plc approved a share buyback programme of
its ordinary shares of up to £300m, which is expected to commence on 19
November 2025, and end no later than 19 March 2026.

Managing Risk

Our Enterprise Risk Management Framework helps us to manage a wide range of
risks, enabling a consistent approach to identifying, managing, and overseeing
risks to support effective decision making and enhance long-term resilience.

The Board has overall responsibility for risk management and internal control,
including setting the Group's risk appetite and ensuring appropriate
governance arrangements are in place. It promotes a strong risk culture and
monitors the internal and external risk environment to ensure the Group's
Principal Risks remain relevant and aligned with strategic objectives.

We monitor Principal Risks against our risk appetite targets using measures
and tolerances, which we evaluate throughout the year to ensure they align
with our strategic objectives.

By tracking these measures, risk owners are able to identify both current and
emerging risks and take timely mitigating action. The Principal Risks outlined
below reflect our strategic priorities and build on the management actions
reported in the Annual Report and Accounts 2024, demonstrating ongoing
progress in strengthening our risk management capabilities.

 Key - Stakeholder groups                                                         Risk exposure change
        Customers         Colleagues         Partners    Shareholders    Society        Stable        Decreasing        Increasing

 

 

 Principal Risk                                                                   Risk context                                                                     Management and mitigation
 1.     Customer Experience                                                       We must maintain a sharp focus on the relationship we have with our customers,   ·      Brand-health surveys to provide an understanding of the customer

                                                                                offering the products, services and experiences they need for success.           perception of the Sage brand and its products, used to inform and enhance our
                                                                                  If we meet or exceed their expectations, customers will stay with Sage,          market offerings.

                                                                                increasing lifetime value and becoming our greatest advocates. By aligning our

 If we fail to deliver ongoing value to our customers by focusing on their        people, processes and technology with this focus in mind, all Sage colleagues    ·      Our Market and Competitive Intelligence team provides insights
 needs over the lifetime of their customer journey, we will not be able to        help our customers be successful and in turn improve financial performance.      that guide our strategy and support our growth.
 achieve sustainable growth through renewal.

                                                                                                                                                                 ·      Proactive analysis of customer activity and churn data, to
                                                                                                                                                                   improve customer experience.

 Trend                                                                                                                                                             ·      Customer Advisory Boards, call listening, and closed-loop

                                                                                                                                                                 feedback to constantly gather information on customer needs.

                                                                                                                                                                 ·      Customer-journey mapping to ensure appropriate strategy alignment

                                                                                                                                                                 and alignment to our target operating model.
 Stakeholder alignment

                                                                                                                                                                 ·      "Customer for life" roadmaps, detailing how products can fit
                                                                                                                                                                   together, any interdependencies, and migration pathways for current and

                                                                                                                                                                 potential customers.

                                                                                                                                                                 ·      Continuous Net Promoter Score (NPS) surveying to identify
                                                                                                                                                                   customer challenges and respond in a timely manner to emerging trends.

                                                                                                                                                                   ·      Sage Membership for all customers, providing customers with
                                                                                                                                                                   access to curated resources, tools, and a connected community of business
                                                                                                                                                                   leaders.
 2.     Execution of product strategy                                             Sage needs to adapt continuously its approach to new technologies                ·      Robust product organisation and governance model, supported by

                                                                                and challenges. This requires a clear direction and strategic guardrails to      strategic interlock with our Routes to Revenue (RtR) teams, aligning the way
                                                                                  support our go-to-market offerings. By simplifying our product portfolio         we deliver product to meet the needs of SMBs.

                                                                                and partnering with the right businesses, we can enhance our solutions and

 If we fail to deliver the capabilities and experiences outlined in our product   drive success.                                                                   ·      Migration Framework in key countries to support our customers as
 strategy, we will not meet the needs of our customers or commercial goals.
                                                                                they move to the cloud.

                                                                                                                                                                   ·      Continued expansion of Sage Intacct outside North America and

                                                                                                                                                                 for additional product verticals.
 Trend

                                                                                                                                                                 ·      Enhancing accessibility of Sage cloud products to meet Web

                                                                                                                                                                 Content Accessibility Guidelines.

 

                                                                                                                                                                 ·      Focus on accountants through a tailored Sage for Accountants
 Stakeholder alignment                                                                                                                                             proposition.

                                                                                                                                                                   ·      Ongoing deployment of Sage Copilot AI-powered assistant into

                                                                                                                                                                 existing Sage products, including Sage Intacct and integration into Sage Sales
                                                                                                                                                                   Management.

                                                                                                                                                                   ·      Developing AI agents for use in our core products.
 3.     Developing and exploiting new business models                             Sage must be able to identify, design and deploy new innovations to create new   ·      Business unit focused on the Sage Platform to realise the

                                                                                or enhance existing products and capabilities. Unlocking the ability to do       opportunities with automation of accounting processes (like Accounts Payable
                                                                                  this at pace will enable access to new markets and/or customers early, driving   and Accounts Receivable).

                                                                                new revenue and opportunities for the business.

 Sage is unable to develop, commercialise, and scale new business models to
                                                                                ·      Sage Platform integrating Sage's products with AI and digital
 diversify from traditional Software as a Service (SaaS), especially                                                                                               services to enhance workflows, improve customer experiences, and accelerate
 consumption-based services and those that leverage data.                                                                                                          innovation.

                                                                                                                                                                   ·      Enhanced, consistent digital experience for all Sage Business

                                                                                                                                                                 Cloud users through the Sage Experience Platform.
 Trend

                                                                                                                                                                 ·      A team focused on the product strategy and assessing new business

                                                                                                                                                                 opportunities in emerging ecosystems to identify those that may align with

                                                                                                                                                                 our vision.

 Stakeholder alignment                                                                                                                                             ·      Acceleration of Embedded Services by expanding Sage's Fintech and

                                                                                                                                                                 Payments ecosystem through strategic partnerships with Stripe, Monzo and Tide.

                                                                                                                                                                 ·      Managed growth of the API estate, including enhanced product
                                                                                                                                                                   development that enables access by third-party API developers and optimisation
                                                                                                                                                                   of API integrations to improve efficiency.
 4.     Route to market                                                           We have a blend of channels to communicate with our current and potential        ·      Our Global Routes to Revenue team drives a consistent approach to

                                                                                customers and ensure our customers receive the right information, on the right   taking Sage's products to market.
                                                                                  products and services, at the right time. Our sales channels include selling

                                                                                directly to customers through digital and telephone channels, via our            ·      Deployment of an enhanced reporting tool to track go-to-market
 If we fail to deliver a globally consistent blend of route to market channels    accountant network and through partners, and we will adapt our approach to       metrics using standard definitions across geographies.
 in each market, Sage will miss the opportunity to efficiently deliver the        target customers in our key verticals. We use these channels to maximise our

 right capabilities and experiences to our current and future customers.          marketing and customer engagement activities. This can shorten our sales cycle   ·      Acceleration of strategic partnerships to strengthen the Sage

                                                                                and ensure we improve customer retention, maximising our market opportunity.     Platform.

                                                                                                                                                                 ·      Three strategic pillars focused on delivery to the market to
 Trend                                                                                                                                                             align priorities across Sage.

                                                                                                                                                                 ·      Centre of Excellence to support our indirect sales and

                                                                                                                                                                 third-party approach.

 Stakeholder alignment                                                                                                                                             ·      Sage Discovery Centre at our North American headquarters in

                                                                                                                                                                 Atlanta reaffirms our commitment to helping entrepreneurs, communities, and
                                                                                                                                                                   customers to thrive in the age of AI.

 5.     People and performance                                                    As we evolve our priorities, the capacity, knowledge, and leadership skills we   ·      Focus on hiring channels to ensure we are attractive in the

                                                                                need will continue to change. Sage will not only need to attract the right       market through our enhanced employee value proposition and enhanced presence
                                                                                  talent to navigate change but will also need to provide an environment where     through social media such as Glassdoor, Comparably, X, LinkedIn, and Facebook.

                                                                                colleagues can develop to meet these new expectations.

 If we fail to ensure we have engaged colleagues with the critical skills,
                                                                                ·      Reward mechanisms to incentivise and encourage the right
 capabilities, and capacity we need to deliver on our strategy, we will not                                                                                        behaviour, with a focus on ensuring fair and equitable pay in all markets.
 be successful.

                                                                                By empowering colleagues and leaders to make decisions, be innovative, and be    ·      Series of Leadership Academies and talent programmes to support
                                                                                  bold in meeting our commitments, Sage will be able to create an attractive       the development of internal talent.

                                                                                working environment. By addressing what causes colleague voluntary attrition,

 Trend                                                                            and embracing the Values of successful technology companies, Sage can increase   ·      OKR Framework defines measurable goals and tracks outcomes of

                                                                                colleague engagement and create aligned high-performing teams.                   colleague success.

                                                                                                                                                                 ·      Enhancing skills and talent technology ecosystem to identify

                                                                                                                                                                 capabilities and skills gaps, talent pipeline, development, and career
 Stakeholder alignment                                                                                                                                             pathways and mentoring.

                                                                                                                                                                   ·      Strategic Workforce Planning Framework across the business.
 6.     Culture                                                                   The development of a shared behavioural competency that encourages colleagues    ·      Integration of Values and Behaviours into all colleague

                                                                                to always do the right thing, put customers at the heart of business and         priorities including talent attraction, selection, and onboarding as well as
                                                                                  improve innovation is critical to Sage's success. Devolution of decision         OKRs.

                                                                                making, and the acceptance of accountability for those decisions, will need to

 If we do not define, shape and proactively manage our culture in line with our   go hand in hand as the organisation develops and sustains its shared Values      ·      All colleagues encouraged to take up to five paid Sage Foundation
 brand Values, we will be challenged to deliver our strategic priorities and      and Behaviours, and fosters a culture that provides customers with a rich        days each year, to support charities and provide philanthropic support to the
 purpose; we will risk disengaging colleagues, increasing attrition, and          digital environment.                                                             community.
 impacting our ability to attract and retain diverse talent.

                                                                                                                                                                 ·      DEI strategy focused on building diverse teams, an equitable

                                                                                culture, and fostering inclusive leadership. This is supported by strategic

                                                                                We will also need to create a culture of empowered leaders that supports the     plans to track progress, ensuring we meet our commitments, including
 Trend                                                                            development of ideas, and that provides colleagues with a safe environment       no tolerance of discrimination and equal chances for everyone.

                                                                                allowing for honest disclosures and discussions. A trusting and empowered

                                                                                environment can help sustain innovation, enhance customer success, and           ·      Code of Conduct training for all colleagues (including

                                                                                encourage the engagement that results in increased market share.                 anti-bribery and corruption requirements) delivered as snippets, so we can

                                                                                                                                                                 signpost relevant training at colleagues' point of need.
 Stakeholder alignment

                                                                                                                                                                 ·      Core e-learning modules, with regular refresher training.

                                                                                                                                                                   ·      Whistleblowing and incident-reporting mechanisms so issues can be
                                                                                                                                                                   formally reported and investigated.

                                                                                                                                                                   ·      Scaling Sage culture initiatives, including target culture
                                                                                                                                                                   measurement framework, leadership assessments, and alignment of people
                                                                                                                                                                   processes.
 7.     Cyber security                                                            Stakeholder trust is central to Sage's growth and cyber security is an           ·      Multi-year cyber security programmes in IT and Product to ensure

                                                                                essential component of that. Failure to safeguard customer and colleague data    we are continuously improving, and reduce cyber risk across technology,
                                                                                  and ensure the availability of our products and critical services could have     business processes, and culture.

                                                                                severe reputational, legal, and financial consequences. This means we must be

 If we fail to ensure an appropriate standard of cyber security across the        confident our cyber security controls, and the culture and awareness of our      ·      Accountability within both IT and Product for internal and
 business, we will not be able to combat cyber threats and will fail to meet      colleagues are sufficient to mitigate the dynamic and evolving cyber risk        external data being processed by Sage.
 our regulatory obligations and lose the trust of our stakeholders.               environment, while also supporting the agility and innovation of the business.

                                                                                ·      Formal certification schemes maintained across the business
                                                                                                                                                                   include internal and external validation of compliance.

 Trend                                                                                                                                                             ·      All colleagues are required to undertake regular awareness

                                                                                                                                                                 training for cyber security and information management.

                                                                                                                                                                 ·      A Cyber Security Risk Management Methodology and standards are

                                                                                                                                                                 deployed to provide clear requirements and objective risk information on our
 Stakeholder alignment                                                                                                                                             assets and systems.

                                                                                                                                                                   ·      Sage Security Champions help amplify and embed a secure culture.

                                                                                                                                                                   ·      An in-house Cyber Defence Operations team to proactively detect,
                                                                                                                                                                   respond to, and prevent cyber threats 24/7.

                                                                                                                                                                   ·      Continued investment in strengthening business resilience and
                                                                                                                                                                   elevating crisis management capabilities.
 8.     Data and AI governance                                                    Data is central to the Sage strategy and our ambition to deliver sustainable     ·      Our AI and Data Ethics Principles ensure the responsible use of

                                                                                growth by leveraging AI and expanding the Sage Platform. Our strategy is         customer data in support of our strategy, with an ethics checklist in place to
                                                                                  underpinned by our ability to innovate customer propositions, improve insight    assess adherence to these principles.

                                                                                and decision making, and create new business models and ecosystems. The

 If Sage fails to collect, process, store, and use data in a way that is          successful ability to use data will accelerate our growth and will be key        ·      Governance policies, processes, and tooling to enhance and manage
 compliant with regulation, internal policy, and our ethical principles, we       in helping customers transform how they run and build their businesses,          data quality, trust, and privacy.
 will lose the trust of our stakeholders.                                         and we must do this in a way that is compliant with laws and regulations,

                                                                                and in line with our Values.                                                     ·      The implementation of our AI Governance Framework, supported by

                                                                                an AI Inventory and AI assurance process, to ensure that the development and

                                                                                                                                                                 use of AI align with our risk appetite and meet legal, regulatory, ethical,
 If we fail to recognise the value of our data and deliver effective data                                                                                          and security requirements.
 foundations, we will be unable to realise the full potential of our data

 assets.                                                                                                                                                           ·      Data Privacy Framework governing the collection, use, and

                                                                                                                                                                 protection of personal data in compliance with applicable laws and
                                                                                                                                                                   regulations.

 Trend                                                                                                                                                             ·      Our Sustainability, AI, and Data Ethics Committee, which includes

                                                                                                                                                                 members from the Executive Leadership Team and Sage Board, governs activities

                                                                                                                                                                 relating to data and AI ethics.

 

                                                                                                                                                                 ·      We require all colleagues to undertake awareness training for
 Stakeholder alignment                                                                                                                                             data protection, with a focus on all relevant data privacy laws and

                                                                                                                                                                 regulations.

                                                                                                                                                                 ·      Our Trust and Security Hub supports our customers and their
                                                                                                                                                                   understanding of cyber security, data privacy, and AI and data ethics in Sage
                                                                                                                                                                   products.
 9.     Readiness to scale                                                        As Sage continues to build sustainable growth, we continue to focus on scaling   ·      Cost optimisation of cloud native products and continued

                                                                                our platform services environment in a rigorous, agile, and speedy manner to     migration of legacy footprint to public cloud.
                                                                                  ensure we provide a consistent and healthy cloud platform and associated

                                                                                network. We must provide the right infrastructure and operations for all our     ·      Accountability across product owners, underpinned by ongoing risk
 As Sage's ambition grows, if it fails to ensure its cloud products can build     customer products, and a hosting platform together with the governance to        assessments and continuous improvement projects.
 and operate at an industrial, global scale it will erode its competitive         ensure optimal service availability, performance, security protection, and

 advantage.                                                                       restoration (if required).                                                       ·      Formal onboarding process through ongoing portfolio management.

 The hosting of its products must achieve economies of scale, aligned to                                                                                           ·      Incident and problem management change processes adhered to for
 ambition, in parallel with the ability to accelerate to market with quality.                                                                                      all products and services, with new acquisitions onboarded in less than 90
 Both must be achieved with reduced environmental impact and zero customer                                                                                         days.
 impact.

                                                                                                                                                                 ·      Service-level objectives including uptime, responsiveness, and
 If not addressed, Sage's cloud products would be less resilient and less able                                                                                     mean time to repair.
 to respond to its customer expectations.

                                                                                                                                                                 ·      Defined real-time demand-management processes and controls, and
                                                                                                                                                                   disaster-recovery capability and operational-resilience models.

 Trend                                                                                                                                                             ·      A governance framework to optimise operational cost base in line

                                                                                                                                                                 with key metrics.

                                                                                                                                                                 ·      All new acquisitions required to adopt Sage cloud operation

                                                                                                                                                                 standards.
 Stakeholder alignment

 10.  Environmental, social, and governance                                       We invest in education, technology, and the environment to give individuals,     ·      Sage's Sustainability and Society strategy, informed by a

                                                                                SMBs, and our planet the opportunity to thrive.                                  rigorous materiality assessment, focusing on three pillars: Protect the

                                                                                Planet, Tech for Good, and Human by Design.

 If Sage is unable to respond to evolving stakeholder expectations and ESG
                                                                                ·      Ensuring adequate executive oversight through
 regulation, Sage could face fines and potential legal action, damaging Sage's    Internally, it is essential that Sage understands the potential impact           the Sustainability, AI, and Data Ethics Committee.
 reputation and brand, and diminishing stakeholder trust and credibility.         of climate change on its strategy and operations and considers appropriate

                                                                                mitigations.                                                                     ·      Enabling accountability through integration of ESG measures

                                                                                within long-term incentive plans.

 In addition, if Sage fails to respond to the range of opportunities and
                                                                                ·      An integrated framework to manage ESG-related risk and physical
 risks associated with Sustainability and Sage Foundation, it would be less       Societal and governance-related issues are integral to Sage's purpose and        and transitional climate risks, as detailed by TCFD.
 resilient, less competitive, and could put its licence to operate at risk.       Values and to the achievement of Sage's strategy.

                                                                                                                                                                 ·      External limited assurance obtained over selected metrics to
                                                                                                                                                                   ensure accuracy of sustainability data and claims.

 Trend

 

 Stakeholder alignment

 

 

 i  (#_ednref1) See Appendix 1 for full definitions and guidance on the usage
of the Alternative Performance Measures.

 ii  (#_ednref2) To aid comparability, underlying and organic measures for the
prior period have been retranslated at current period exchange rates and
exclude recurring and non-recurring items, while organic measures also adjust
for the impact of acquisitions and disposals. A reconciliation of underlying
and organic measures to statutory measures is set out on pages 6 and 7.
Underlying and organic measures are defined in Appendix 1.

All references to revenue, profit and margin are on an underlying basis unless
otherwise stated.

 iii  (#_ednref3) ForceManager (now branded Sage Sales Management) was
acquired in October 2024, Fyle in July 2025, and Criterion in October 2025.

 iv  (#_ednref4) United Kingdom, Ireland, Africa and Asia-Pacific (APAC).

 v  (#_ednref5) Cloud native solutions run in a cloud environment enabling
access to up-to-date functionality at any time, from any location, via the
internet.

 vi  (#_ednref6) Cloud connected solutions are deployed on premise with
significant functionality delivered through the cloud.

 vii  (#_ednref7) Retranslated at current year exchange rates.

 viii  (#_ednref8) Underlying and organic revenue and profit measures are
defined in Appendix 1.

 ix  (#_ednref9) Recurring and non-recurring items are defined in Appendix 1,
and detailed on page 7 and in note 3 of the financial statements.

 x  (#_ednref10) Recurring and non-recurring items are defined in Appendix 1
and detailed in note 3 of the financial statements.

 xi  (#_ednref11) Impact of retranslating FY24 revenue and costs at FY25
average rates.

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.   END  FR FFFFILDLTLIE



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