Annual Report and Accounts 2024

for

Innovating

Growth

The Sage Group plc.

Innovating

for growth

Contents

Strategic Report

1 Financial highlights

2 Sage at a glance

4 Our solutions

6 Market review

8 Our business model

10 Chair’s statement

12 CEO’s review

15 Our strategy

22 Our key performance indicators

24 Our people and culture

30 Sustainability and Society

35 TCFD

43 Non-financial and sustainability

information statement

44 Section 172(1) statement

48 Stakeholder engagement

55 Financial review

62 Risk management

67 Principal Risks and uncertainties

73 Viability Statement

Governance Report

75 Corporate governance report

76 Chair’s introduction to governance

78 Our leadership

116 Directors’ Remuneration Report

156 Directors’ Report

Financial Statements

163 Independent Auditor’s Report to the

members of The Sage Group plc.

175 Consolidated financial statements

181 Notes to the consolidated financial statements

2 53 Company financial statements

Additional Information

261 Glossary

264 Shareholder information

Sage is a leader in accounting, financial,

HR, and payroll technology for small and

mid-sized businesses (SMBs), enabling our

customers to streamline their operations,

make more informed decisions and be

more productive.

By providing innovative solutions for SMBs, together with

consistent strategic execution, Sage is delivering benefits

for all our stakeholders—customers, partners, colleagues,

society, and shareholders.

Supplementary reporting

Climate Report

Read about the actions weare

takingtotackleclimate change.

ESG databook

Review information on Sage’s

sustainability performance in FY24.

Sustainability and Society Report

Read about how we approachour most

materialsustainability issues.

Scan or click the QR code

for more information

Financial highlights

Our year in numbers

About our non-GAAP measures and why we use them

Throughout the Strategic Report, we quote two kinds of non-GAAP measure: underlying and organic. Underlying measures are adjusted to exclude items which

in management’s judgement need to be disclosed separately by virtue of their size, nature, or frequency to aid understanding of the performance for the year or

comparability between periods. Organic measures allow management and investors to understand the like-for-like performance of the business. Prior period

underlying and organic measures (revenue and profit) are retranslated at the current year exchange rates to neutralise the effect of currency fluctuations.

Full definitions of underlying and organic can be found within note 2 of the financial statements. Reconciliations of statutory revenue, operating profit and

basic EPS to their underlying and organic equivalents are included in the Financial review starting on page 55.

Underlying total revenue

£2,332m

(FY23: £2,133m)

Underlying total revenue of £2,332m increased

by9%,driven by broad-based growth in cloud

solutionsacross Sage.

Underlying operating profit

£529m

(FY23: £438m)

Underlying operating profit grew by 21% to £529m,

drivenby sales growth and a higher underlying

operatingprofit margin.

Underlying operating profit margin

22.7%

(FY23: 20.5%)

Underlying operating profit margin increased

to22.7%,driven by operating efficiencies and

disciplined cost management.

Underlying basic earnings per share (EPS)

37.9p

(FY23: 30.9p)

Underlying basic EPS increased by 23% to 37.9p.

Statutory revenue

£2,332m

(FY23: £2,184m)

Statutory revenue of £2,332m grew by 7%, reflecting

underlying growth in all regions partly offset by

aforeignexchange headwind.

Statutory operating profit

£452m

(FY23: £315m)

Statutory operating profit increased by 43% to £452m,

reflecting growth in underlying operating profit, lower

M&A-related expenses and the non-recurrence of prior

yearrestructuring charges.

Net cash generated from operating activities

£491m

(FY23: £387m)

Net cash generated from operating activitiesincreased by 27%

to £491m, reflecting strong underlyingcashconversion.

Dividend

20.45p

(FY23: 19.30p)

Total dividend proposed for the year increased by 6% to 20.45p

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 1

Sage at a glance

What we do

Sage exists to knock down barriers so everyone can

thrive, starting with the millions of SMBs served by us, our

partners, and accountants. Customers trust our finance,

HR, and payroll software to make work and money flow.

How we do it

By digitising business processes and relationships

withcustomers, suppliers, employees, banks, and

governments, our digital network 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.

1. Split of total underlying revenue of £2,332m.

2. United Kingdom, Ireland, Africa, and Asia-Pacific.

Our global reach

North America 45%

UKIA

29%

Europe 26%

Helping bus

Our evolved strategic framework for FY25

Our stakeholders

Customers

We build every experience with

human insight and ingenuity.

Partners

We work with partners

throughoutour ecosystem

tohelpdeliver our ambition.

Colleagues

We are committed to creating an

environment where colleagues

feel energised to contribute to

the success of SMBs.

Society

We tackle digital inequality,

economic inequality and the

climate crisis, using our time,

technology and experience.

Shareholders

We target sustainable growth

in shareholder value.

Our purpose

is to knock down barriers

so everyone can thrive.

Our ambition

is to create the world’s

most trusted, thriving

network for SMBs, powered

bySage Copilot.

Our strategy

is to connect SMBs through

our network, grow by winning

new customers and delighting

existing ones, and deliver

productivity and insights

driven by Artificial

Intelligence (AI).

See pages15 to 21

Our Values

We do the right thing

Human

We make connections

with customers, partners

and colleagues, through

empathy and care.

Bold

We are curious, courageous,

ambitious and creative.

Trust

We deliver our promises

to customers, partners,

colleagues, society and

shareholders.

Simplify

We strip away complexity.

2 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Business highlights

Non-financial highlights

countries in

whichwe operate

97%

recurring revenue

10,789

colleagues globally

4.0

Glassdoor score

AAA

MSCI ESG rating

41%

leadership

teamsmeeting

ourFY26gender

diversity target

13,420

SMBs benefitted from

financial support through

ourSage Foundation

partnerships.

159,714

Sage volunteering

hours

iness flow

Our approach to sustainability

We are committed to growing our business in a sustainable

way, by knocking down barriers and delivering extraordinary

outcomes for our customers, partners, colleagues, society,

and shareholders.

We are integrating sustainability into everything we do:

howwe operate, our supply chain, the products we build,

andthe culture we work in. However, our influence extends

farbeyond our own operations. Taking action starts with

us,but the impact we create spreads beyond us. We call

thisthe “The Multiplier Effect”.

Sage Foundation

Sage Foundation aims to knock down barriers in our

communities, mobilising our colleagues, partners, and

customers through impactful and innovative programmes.

Our volunteering, fundraising, grant-giving, skills training,

and other charitable and community work all come together

under the global banner of Sage Foundation.

1. As a percentage of total underlying revenue.

2. Headcount data of 10,789 excluding eight Non-executive Directors as at the end of September.

3. Global gender diversity target to achieve representation of no more than 60% of men, women, or non-binary people in any leadership team by the end of FY26.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 3

Our solutions

Sage serves millions of small

and mid-sized businesses

around the world

Our products are mission-critical for our

customers, providing accounting, HR and

payroll solutions that are vital to business

operations. By automating workflows, and

delivering insights, they streamline our

customers’ processes, save them time, and

help them make better decisions. Building

on our rich experience, our products are

focused on specific customer needs across

the small and mid-sized business segments.

Small businesses

Owner-run businesses with individuals or

small teams responsible for finances and

human resources are typically seeking to

automate accounting and compliance while

managing costs and cash flow. Our solutions

are tailored to their specific needs, so they

can prioritise their time and stay on top of

evolving regulations.

Mid-sized businesses

Mid-sized customers are often scaling and

transforming, with dedicated functions

tomanage finance, HR, and operations.

They are focused on growth and efficiency,

requiring insight and automation. Our

solutions give finance and HR professionals

insights to help their organisations analyse,

strategise, and improve forecasting, by

streamlining their workflows.

Sage Network

The Sage Network is our platform

ofcloudproducts and services that

digitallytransform customer workflows

across their business ecosystems.

Theplatform connects Sage’s products,

customers and data, enabling innovative

digital capabilities and supporting

solutions such as Sage Copilot. You can

readmore about the Sage Network and

SageCopilot on pages 20 to 21.

Suites and integrated propositions

Suites enable customers to select a

solution that’s right for them and get

work done across the jobs they need

to do, all on a single platform, with

aconvenient all-in-one plan.

Each suite is based on an accounting

or financials product, and includes

selected HR, payroll, andbusiness

management tools, depending on

business needs.

Sage for Small Business

As a holistic suite of integrated

applications, Sage for Small

Business brings together

accounting, payroll, and HR

toolstostreamline workflows,

deliver integrated insights

andsupport business growth.

Sage for Accountants

Sage for Accountants supports

accountants and bookkeepers

withacustomisable accounting

platform that offers human support

and game-changing practice

automation tools, enabling easier

client engagement and management.

Sage for Accountants provides

practices with the tools they

needto drive rewarding and

profitable client relationships.

Sage suites for

mid-sized businesses

The needs of our mid-sized

customersare shaped by the

industry in which they operate,

sowe deliver suites tailored to

vertical markets. Each industry

ormarket suite delivers a simplified,

streamlined offering withintuitive

plans to match the industry’s unique

needs. Component products in each

suite include functional integrations

that enable work anddata to flow

with ease.

To date, we have launched Sage

forConstruction and Sage for

Non-Profits, with more integrated

propositions expected during FY25.

customer

Focused on

needs

4 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Further information

Key

Small businesses

Mid-size businesses

Sage 50

and Sage 200

Our Sage 50 cloud and Sage 200 cloud franchises enable customers

tocontrol their business and gain complete visibility over their

finances and operations. Sage 50 is designed for small businesses,

while Sage 200 offers customisable solutions to meet the needs of

mid-sized businesses.

Sage X3

Sage X3 provides fast, intuitive, and tailored business management capabilities

forproduct-centric organisations, transforming how they manage people, processes,

and operations with multi-language, multi-legislation andmulti-currency capabilities.

Sage Intacct

Sage Intacct helps organisations thrive in today’s digital world with proven cloud

native solutions across accounting, planning, analytics, and payroll. The powerful

cloud platform offers deep multi-dimensional insight and AI-powered automation

for organisational agility.

Sage People

Sage People is a cloud native HR and people management solution for mid-sized

businesses. It uses powerful automation, comprehensive analytics and flexible

workflows to ensure global workforces can adapt and thrive.

Sage Accounting

Sage Accounting is designed to enable small businesses operating in any industry,

as well as accountants and bookkeepers, to manage their customer data, accounts,

and people in a single cloud native solution.

Sage HR

Sage HR is designed to make people management easier and help teams perform

attheir best. Sage HR is best suited to small and mid-sized businesses on site or

on-the-go. For businesses that require a turnkey, modular, low-cost, and easy-to-

install solution, Sage HR offers core record management, leave management,

staffscheduling, and expenses services.

Sage Payroll

Sage Payroll is an intuitive,cloud-based solution that helps small businesses to

run their payrollreliably and flexibly, including capabilities such as pensions

filing, HMRCsubmissions, and compliance.

Sage Active

Sage Active is an intuitive and multi-legislation cloud native solution for small

businesses in Europe to automate accounting, sales, and purchasing processes.

1. The Sage 200 product family includes solutions branded Sage 100, Sage 200, and Sage 300.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 5

Market review

obligations. The advent of powerful

new technologies such as generative

AIhas opened up new ways for SMBs

toraise productivity, and for

technology providers to transform

their customer experience.

Governments are also encouraging

digitalisation through the regulatory

environment. The EU in particular, as

part of its Digital Decade programme,

has set an ambition for at least 75%

ofEU businesses to adopt cloud, big

data or AI in their operations by 2030.

The EU is also supporting the uptake

and mandating of e-invoicing, which

helpsbusinesses pay and get paid

faster and more efficiently, and

isfullysupported by Sage.

Market trends

Sage is present in markets around the

world, serving a diverse customer base

of SMBs across North America, Europe,

Africa, and Asia-Pacific. The breadth

and scale of our business provides us

with unique visibility into small and

mid-sized business trends globally,

enriching our understanding of our

customers’ needs.

Digitalisation is driving the rapid

adoption of new cloud solutions

andAI-powered services. SMBs, in

response to competitive pressures,

areinvesting in software to automate

workflows, gain better business

insights and comply with regulatory

SMBs play a significant role in the

global economy, representing an

estimated 99% of firms in our key

markets. While the current global

macroeconomic and geopolitical

environment presents challenges

forall businesses, SMBs are typically

agile in their response and continue

toinvest in new technology to help

them thrive, despite these challenges.

These factors create a compelling

opportunity for Sage, as we support

SMBs with our trusted portfolio of

accounting, HR and payroll solutions.

99%

Estimated 99% of firms in

ourkeymarkets are SMBs

2024:

£35bn

2025:

£40bn

2026:

£45bn

Source: Company estimates

basedonexternalsources.

Our addressable market

The use of technology by SMBs

continues to evolve at pace, as

theybenefit from data-driven

insights and increased connectivity

between organisations. The

addressable market for Sage

(including organisations with up

to2,000 employees in all countries

where we sell our solutions) is

forecast to be £40bn in 2025 and

tocontinue growing. This market

includes accounting andfinancial

management, human capital

management, enterprise resource

planning, payroll, accountant

taxation and compliance, and

accounting practice management

software across both cloud and

on-premise deployments.

Our market

opportunity

6 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Powering digital

transformation

Digitalisation trends

areaccelerating and

SMBs are investing in

software to enhance their

competitiveness and

maximise efficiency.

They are increasingly

looking to automate

workflows, drive better

business insights,

improve accuracy, and

comply withregulation.

The role we play

We empower SMBs with

our solutions, while

providing advice and

human support when

customers need it.

Thefoundation of our

proposition is the Sage

Network, our platform of

cloud services, where data

and technology integrate

seamlessly, enabling our

customers to transform

their accounting, HR,

andpayroll workflows.

Inaddition, we are

introducing Sage Copilot,

our generative AI assistant,

to help businesses to

make smarter and

fasterdecisions.

Enabling

responsible growth

Technology can play a

critical role in creating

amore sustainable

future. As technology

develops and its range

ofapplications widens, it

is increasingly incumbent

upon technology providers

to conduct their business

in an environmentally and

a socially responsible way.

The role we play

We understand the

importance of addressing

digital inequality and

tackling environmental

responsibility. We elevate

diverse talent, promote

inclusive digital networks,

and provide the technology

solutions that SMBs need

to understand and manage

their carbon emissions.

Sage’s success depends

on our ability to engage

effectively and work

constructively with all

ofour stakeholders.

Elevating

human work

Digital transformation in

the accounting industry

is enabling humans to

reduce the time they

spend on low-value

repetitive tasks. Using

real-time trusted data,

digital technology helps

people to focus on

analysis, collaboration

and decision making,

while enabling them to

take a more strategic

approach in their roles.

The role we play

Our trusted solutions

automate manual

processes that can

beprone to error and

aretime consuming,

enabling businesses to

focus on higher value

work. Customers can use

our AI-powered services

toboost productivity,

access tools to reduce

payment delays, ensure

readiness for e-invoicing,

remain compliant and

unlock effortless reporting.

Creating trusted

technology

Our ambition is to create

the world’s most trusted,

thriving network for

SMBs, powered by Sage

Copilot. Widespread

technological innovation

and advances in generative

AI bring significant

productivity benefits,

but also increased

challenges around

dataaccuracy, privacy

and security, and

themanagement of

intellectual property.

The role we play

Sage has a proven track

record and is a trusted

partner to SMBs and

accountants around the

world. We consistently

embrace new technology

to enhance our business

solutions, in a secure and

ethical manner that puts

customers in control.

Weaim to useAI in a way

that promotes customer

trust in Sage and our

products. Our commitment

to upholding the highest

standards is outlined

inour Data and AI

EthicsPrinciples.

Addressing the market opportunity through our technology

HR tasks such as reporting, paid time off (PTO)scheduling, and rostering werepreviously done manually. Using Sage

HR meant Ambassador Cruise Line couldswap manual data entry with intelligent reporting and automated processes,

providing deeper insights and helping it to more efficiently manage the business of people.

Case study: Sage HR helps Ambassador Cruise Line streamline processes and protect data

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 7

Our business model

Creating value

for our stakeholders

Creating value

for our stakeholders

Inputs

Customer base

The breadth of our

customer base around

the world gives us a

unique insight into

the needs of SMBs.

Trusted advisor

Sage is a trusted

brand providing

award-winning

customer service,

which generates

loyalty and advocacy

among customers.

People

Caring and engaged

colleagues are

committed to

drivingsuccess

forour customers.

Ecosystem

Sage’s scale and

reach is expanded

through our

ecosystem of

accountants,

resellers and

technology partners.

Innovation

We are investing

toensure our

products remain

differentiated

inachanging

technology

landscape.

How we attract and retain customers

1. Awareness and land

Attract new customers to Sage through brand awareness, targeted campaigns, the

sage.com website, and partners. Offer guides and trials to prospective customers.

2. Adopt

Sageorits partners provide training and onboarding to get customers started.

3. Service

Provide digital and human customer support to enhance our customers’

experience,offering regular check-ins and conducting feedback surveys.

4. Expand

Enable Sage customers to benefit from our expanding portfolio ofcloud-based

solutions and services. This increases the value of our product portfolio and

enablesSage to deepen customer relationships.

5. Renew

Create a seamless experience for customers that drives higher satisfaction, helps

retain customers, and increases adoption of Sage solutions. New customers are

attracted to the network through recommendations and advocates.

Customers

8 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Our enablers

Sage Network

More customers

Adding customers, end users and ecosystem participants improves

thenetwork effect and allows Sage to scale new value propositions.

Ecosystemparticipants (attracted by customer volumes) amplify

thenetworkeffect.

More data

With more data and data types from network participants, Sage can

capturedata flows and transactions within and outside the network.

More insight

Data drives the development of AI-powered solutions through a combination

ofunderstanding customer problems and deploying data science capabilities

enabled by a culture of experimentation and innovation.

More value

These solutions enhance the customer experience and create value

forcustomers and Sage.

A culture of innovation

and experimentation

Continuous innovation at Sage is driven by a collective ambition to transform

theaccounting industry. We foster a high-performance culture and encourage

ourcolleagues to adopt an experimental mindset so we are continually

adapting to an evolving technological landscape.

Our Values

At Sagewedo the right thing

and deliver on our promises.

We value being Human and Bold, creating Trust, and Simplifying

forour stakeholders.

• Being Human through empathy, care and strong connections.

• Being Boldby being curious, courageous, ambitious and creative.

• Creating Trust by delivering our promises.

• Simplifying by stripping away complexity.

Outputs

Customers

101%

renewal by value

Colleagues

employee satisfaction (eSAT)

Community

159,714

Sage Foundation volunteer

hoursspent helping

ourcommunities

Shareholders

23%

underlying basic EPS growth

20.45p

total dividend for the year

£400m

share buyback announced

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 9

Chair’s statement

Introduction

Sage delivered another successful

yearin FY24, continuing its strong

trajectory of growth while significantly

increasing profitability and cash flows.

Group revenue is 25% higher than it

wasthree years ago, revenue in North

America has now exceeded £1bn, and

the Group has achieved record operating

profits. This performance highlights

both the strength of our business

model and the continued dedication

ofour people. I would like to extend

myand the Board’s gratitude to all of

our colleagues, and our partners, for

their ongoing, steadfast commitment

toSage and its customers.

success, underpinned by an ongoing

focus on innovation. Firstly, through

oursoftware and solutions, we aim to

create the world’s most trusted, thriving

network for SMBs. And secondly, this

network will be powered by Sage Copilot,

our generative AI-based digital assistant,

enabling Sage to transform the experience

of our customers and significantly

enhance thevalue we deliver to them.

You can read more about our evolved

strategy, and the significant strategic

progress we have made over the last

year, on pages 15 to 21.

Delivering value for

ourshareholders

Sage’s strong financial performance

inFY24 was driven by consistent

strategic execution and a focus on

sustainable, efficient growth. Underlying

revenue increased by 9% to £2.3bn, while

strong cost control helped underlying

operating profit togrow by 21% to £529m.

With underlying basic EPS upby 23%

to37.9p, Sage has now delivered two

consecutive years of annual EPS

growthin excess of 20%.

Sage remains a highly cash generative

business, with 97% of revenues recurring

and a strong working capital profile.

Cash conversion in FY24 was excellent,

at 123%, and this underpinned growth

infree cash flow of 30%.

We continue to carefully manage our

capital allocation; during the year,

Sagesignificantly increased organic

investment, and acquired complementary

technology and expertise through M&A,

including the acquisitions of Bridgetown

Software, Infineo, and Anvyl, broadening

our capabilities and reach.

Over the last five years, Sage has

returned £2bn to shareholders

viadividends and share buybacks.

Wehavealso announced the return

ofafurther £400m to shareholders

viabuybacks in FY25. In line with our

progressive dividend policy, the Board

Delivering

sustainable growth

Evolved strategic framework

Sage’s strategy is governed by our

purpose—to knock down barriers so

everyone can thrive. This starts with

our customers, but it extends to all our

stakeholders, including colleagues,

partners, society, and shareholders.

Bysupporting the success of millions of

SMBs, which are significant employers

and wealth creators, Sage continues

tocontribute to broader economic

andsocietal growth.

While our purpose remains the same,

during the year the Board adopted an

evolved strategic framework to better

reflect two key drivers of Sage’s future

Sage delivered another

successful year in FY24,

continuing its strong

trajectory of growth.

Andy Duff

Chair

10 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

is proposing a final dividend of 13.50p

per share, representing a total dividend

of 20.45p per share, an increase of 6%.

Colleagues and culture

Sage’s most important asset is its

people. We foster a high-performing,

purpose-driven, and inclusive culture,

and Sage continues to be recognised as

a great place to work based on colleague

feedback. We also continue to accelerate

our diversity, equity, and inclusion

agenda to ensure we create an environment

which supports individual wellbeing,

growth, and career progression. During

the year, Sage increased its proportion

ofleadership teams meeting our FY26

gender diversity target to 41%, up from

34% at the end of FY23. Sage was also

listed among the Top Employers for

Women by Forbes and as a Diversity

Leader by the Financial Times.

Governance and the Board

Strong corporate governance is essential

to the long-term success ofthe business,

and we aim to operate to the highest

governance and ethical standards.

I was delighted to welcome Annette

Court as Senior Independent Director

in January 2024, succeeding Drummond

Hall, who retired from the Board in

December 2023. Annette has been a

member of the Board since 2019, and

she brings a wealth of experience to

hernew role.

In October 2024, Sangeeta Anand advised

the Board that she will not stand for

re-election at the 2025 AGM, in order to

focus her time on other commitments.

A recruitment process for a new

Non-executive Director is underway,

and we look forward to announcing

ourprogress in the near future.

With varied viewpoints contributing to

more robust decisions, Board diversity

is a priority for Sage. I’m pleased that

the Board meets the recommended

guidelines for both gender and ethnic

diversity, as outlined by the FTSE

Women Leaders Review, the Parker

Review, and the UK Listing Rules.

The Board also prioritises engaging

with and supporting our colleagues.

InJanuary 2024, we appointed our fifth

Board Associate, Amy Cosgrove, Vice

President (VP) People North America

and Product, whois based in Atlanta.

The Board Associate aims to enhance

decision making by representing

colleagues inBoard discussions,

whilein turn helping colleagues

throughout Sage to better

understandthe role of the Board.

Subject to approval at the 2025 AGM,

KPMG will be appointed to act as

external auditor for the financial year

ending 30 September 2025, replacing

EY. I would like to thank EY for its

significant contribution and service

since its appointment in 2015.

Sustainability andsociety

Sage’s Sustainability and Society

strategy focuses on keyenvironmental,

social, and governance (ESG) priorities

for the business, and is central to how

wedeliver on our purpose. Our focus

during the year has been to embed

sustainability into ouroperations,

ourproducts, andour culture.

We continue to work towards our

ScienceBased Targets initiative (SBTi)

validated carbon targets ofhalving

emissions by 2030 andachieving

netzero by 2040. In addition, Sage

Foundation forms animportant part

ofthe fabric of life atSage, mobilising

all colleagues, together with their

families and ourpartners, to support

social and environmental causes

through volunteering and fundraising.

We received strong external recognition

during the year, including being ranked

the UK’s most sustainable company by

TIME Magazine and featured in the

Financial Times Europe Climate Leaders

list for 2024. Sage has an “AAA”ESG

rating from MSCI, and an “A-”Climate

Change score from the Carbon

Disclosure Project.

Remuneration Policy

During 2024, Roisin Donnelly,

Remuneration Committee Chair, led

acomprehensive engagement process

with key shareholders in advance of the

Board proposing a new Remuneration

Policy for approval at the 2025 AGM.

The Board believes it is essential that

Sage remains able to retain and recruit

the highest quality talent in a globally

competitive technology marketplace.

Inthis context, the revised Policy aims

to realign Executive Director pay to

reflect Sage’s recent performance and

increasing international scale and

breadth, while reinforcing a pay-for-

performance philosophy. Full details

ofthe revised Policy are set out on

pages 129 to 136.

Looking forward to

FY25andbeyond

This has been a strong year for Sage.

Macroeconomic and geopolitical

pressures continue to present challenges

to SMBs globally; however, SMBs are

proving resilient and continue to

choose Sage to help them be more

productive and efficient. As we look

tothe year ahead, I am confident that

we will continue to deliver sustainable,

efficient growth for the benefit of

shareholders and all our stakeholders.

Further insight into the

activities of the Board inFY24

can be found on pages 90 to 93

Andy Duff

Chair

19 November 2024

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 11

Introduction

Sage performed well in FY24,

delivering a strong financial

performance and achieving good

strategic progress. By serving our

purpose—to knock down barriers

soeveryone can thrive—we enable

millions of small and mid-sized

businesses to streamline their

accounting, HR, and payroll

processessaving them time and

givingthem better business insights.

For the third consecutive year,

weachieved a double digit increase

inannualised recurring revenue

(ARR),which helped to drive robust,

broad-based revenue growth across

important progress in developing and

launching Sage Copilot, our generative

AI-based digital assistant. To simplify

our proposition and provide greater

value to customers, we’ve also launched

integrated product suites in selected

business areas and verticals.

Our support for SMBs goes well beyond

our core solutions and services. We

also help them in broader ways—for

example, by supporting them with

carbon emissions reduction, by

championing their interests with

policymakers, and by empowering

themwith new skills and resources.

Byhelping SMBs thrive, Sage is

bringing benefits to our communities

andwidersociety, delivering

technology-enabled growth and

powering the digital economy.

Our achievements are a testament to

the dedication and hard work of all our

colleagues at Sage, and I’d like to thank

them, together with the partners and

accountants with whom we work, for

allthat they do to support the success

ofour customers and our business.

Financial performance

Sage increased underlying total

revenuegrowth by 9% to £2,332m,

withall regions contributing to growth.

In North America, revenue exceeded

£1bn for the first time, growing by12%

in the year to £1,052m, with a good

performance from Sage Intacct

together with continued growth in Sage

50 cloud and Sage 200 cloud. In the

UKIA region, revenue increased by 8%,

driven by Sage Intacct together with

cloud solutions for small businesses.

InEurope, revenue increased by 6%,

with growth across the portfolio.

Underlying operating margin increased

particularly strongly, by 220 basis points

to 22.7%, following a 21% increase in

underlying operating profit to

£529m.This was driven by operating

efficiencies together with disciplined

cost management, enabling ongoing

investment in the business. Reflecting

this progress and the impact of last year’s

share buyback programme, underlying

basic EPSincreased by 23%to 37.9p.

Growth was driven by continued

success in our cloud accounting,

payroll, and HR solutions. Sage Intacct

was the largest contributor to growth,

Powering the

digitaleconomy

thebusiness, despite ongoing

macroeconomic challenges. We

alsogrew operating profit by more

than20% and significantly expanded

our operating margin. This was

complemented by excellent cash

performance, through continued

growth in subscription revenue and

good working capital management.

Our growth trajectory is underpinned

by innovation, as we focus on developing

new ways to make our customers’ lives

easier. We continue to enhance our core

products, delivering new features that

are better tailored to specific customer

needs. We’re integrating AI into more

business workflows, and have made

CEO’s review

By serving our purpose, we

enable millions of SMBs to

streamline their processes,

saving them time and giving

them better business insights.

Steve Hare

Chief Executive Officer

12 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Investment case

Building shareholder value

both in the US and, increasingly, in our other

markets, where it has been more recently

launched. Other cloud native solutions such

asSage Accounting, Sage Payroll, and Sage

HRalso performed strongly. In addition,

Sage200,Sage 50, and Sage X3 were

significantcontributors to growth.

As a result, Sage’s ARR increased by 11%to

£2,339m, with growth remaining well balanced

between new and existing customers. In total,

Sage added £190m of ARR through new customer

acquisition in FY24, in line with the prior year. Our

renewal rate byvalue of 101%, while slightly below

last year’s figure of 102%, reflects continued

strong retention rates andagood level of sales to

existing customers, including customer add-ons

and targeted price rises.

Our strategy for growth

Sage has made significant progress indelivering

the strategy we set out atthe end of FY21. As our

market continues to develop and expand, and

customer expectations of technology change,

we’ve evolved and simplified our strategic

framework, to drive furtherprogress and

supportSage’slong-term success.

Our purpose is enduring and remains unchanged.

However, we’ve updated ourambition, which is

now “to create the world’s most trusted, thriving

network for SMBs, powered by Sage Copilot”. This

better reflects the importance of our growing

digital network, and the increasing role

ofAIindriving customer value.

While remaining consistent with our existing

strategic priorities, ourrefreshed framework

iscentred onthree key focus areas, where we

aremaking good progress:

• Connecting our customers, products, and

datathrough the Sage Network, our platform

ofcloud products and services thatdigitally

transform customer workflows across their

business ecosystems. We made good progress

inthis area during the year, driving the adoption

of network services such as accounts payable

automation, enabling new servicessuch as

e-invoicing, andenhancing the network

proposition for developers.

• Growing our business by winning new and

delighting existing customers. We continue to

drive new customer wins, led by Sage Intacct,

where ARR grew by almost a quarter in the US

and by 60% in other markets, as well as across the

rest of the portfolio. We also target the “in-life”

growth of existing customers through focused

cross-sell and upsell.

Diversified and differentiated

• Serving a wide range of SMBs across diverse geographies,

with deep expertise across financials, payroll, and HR.

• Broad ecosystem of partners, accountants, resellers,

andindependent software vendors (ISVs) who enrich

andexpand the reach of our offering.

• Solutions backed by business advice and human

customersupport

19 countries

Focused on innovation

• Rolling out global cloud solutions across our markets,

ledby Sage Intacct.

• Adding value to existing and new customers by

deliveringnew cloud services.

• Scaling and leveraging the Sage Network to transform

theworkflows of SMBs.

• Boosting productivity for customers through AI-driven

insights and automation.

£344m R&D spend in FY24

Delivering efficient, sustainable growth

• Focused on scaling the business, with growth creating

headroom to increase investment and expand margins.

• Growth supported by favourable SMB drivers, including

the need to raise productivity through digitalisation

andcompliance.

• Strong commitment to ESG supporting the long-term

sustainability of Sage.

ARR growth 11% in FY24

Robust financial model

• High-quality revenue base, which is 97% recurring,

with 82% from software subscription.

• Highly cash generative, low capital intensity business,

withunderlying cash conversion over 100% for each

ofthepastsix years.

• Organic and inorganic investment balanced

bydividendsandadditional capital returns

toshareholderswhereappropriate.

Cash conversion 123% in FY24

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 13

CEO’s review continued

• Delivering productivity and insights

through AI, so our customers can save

time, and make better decisions.

During FY24, we introduced Sage

Copilot, available to over 8,000

customers of Sage Accounting, Sage

for Accountants, and Sage Active so

far, with Sage Intacct expected to

follow in 2025. SageCopilot uses

generative AI to serve as a digital

assistant to our customers, streamlining

routine tasks, providing strategic

insights and enhancing decision

making. While still early in the

product’s development cycle,

feedback sofarisvery encouraging.

Finally, we’ve formally added

“partners”—including accountants,

resellers, and developers—to our list of

key stakeholders, given their importance

to Sage, as we share common goals in

creating success forour customers

while growing our business. You can

read more about ourevolved strategy,

and our progress towards our strategic

objectives, onpages 15 to21.

Increasing our

customerfocus

Creating enduring customer relationships

is fundamental to our business.

Reflecting our commitment to customer

excellence, Sage Intacct was ranked

first for customer satisfaction in the

G2 Fall 2024 report for accounting

software—and in mid-market

accounting, it scored 100/100 for

thefifth consecutive quarter.

More broadly across the Group, we have

revamped our customer experience

strategy, to better measure and improve

customer satisfaction. Based on these

actions and the insights generated so

far, we have increased our transactional

Net Promoter Score (tNPS) across the

Group. We have also invested in our

customer support operations, using

AIto analyse the content of customer

interactions to find opportunities for

change and improvement.

We’ve continued to focus on driving

customer perception and building

brand awareness, particularly in the US,

where we’ve elevated our partnership

with Major League Baseball (MLB),

including a new media partnership

dealwith Disney Advertising.

Engaging and developing

ourcolleagues

Colleagues are the lifeblood of Sage,

andhigh levels of motivation and

engagement are key to delivering on our

strategy. In FY24, we took steps to embed

a high-performance culture, encouraging

colleagues to focus on accountability,

in-the-moment feedback, continuous

learning, and customer centricity. To

help promote this culture, our senior

leaders delivered “leading extraordinary

teams” workshops to over 1,600 people

managers throughout the Group. We also

provided leadership anddevelopment

training through academies and online

communities atall levels of the

organisation. Over half of our vacancies

were filled internally in FY24 as we

focused on ensuring development and

growth opportunities for all colleagues.

To enhance diversity, we aim to recruit

people from a wide range of backgrounds,

including through our strong early careers

programme, which in FY24 attracted over

300 graduates, apprentices, and interns

toSage. Our Pathways programme

provides opportunities to those facing

employment barriers, including people

with disabilities, returning professionals

and military veterans.

Our employee satisfaction score

remains high, in the upper quartile

ofthe global benchmark, in line with

last year. Sage also has a strong global

Glassdoor score of 4.0, broadly in

linewith FY23.

Doing business sustainably

We’re committed to scaling our

business in a sustainable way, by

knocking down barriers and seeking to

deliver extraordinary outcomes for all

our stakeholders. InFY24, we focused

on embedding sustainability into our

operations, products, and culture, as

well as progressing our sustainability

commitments and targets. Reflecting

our progress, we were pleased to be ranked

among the World’s Most Sustainable

Companies 2024 by TIME Magazine.

Last year, we published our Net Zero

Transition Plan, and we continue

towork towards our SBTi-validated

carbon targets of halving emissions by

2030 and achieving net zero by 2040.

Through our Tech for Good partnerships,

we have empowered more than 30,000

small business owners globally to scale

and grow theirbusinesses. Through

Sage Foundation, we invite colleagues,

partners, and their families to support

local charitable initiatives, and in FY24

we collectively contributed almost

160,000 volunteering hours and raised

over $600,000 for our communities.

Summary and outlook

Sage had a strong year in FY24, despite

significant macroeconomic and

geopolitical uncertainties. Small and

mid-sized businesses are resilient, and

continue to invest in digital technology

to streamline their operations and drive

better outcomes. Driven by consistent,

focused strategic execution, we enter

FY25 with good momentum.

Looking ahead, we expect organic total

revenue growth in FY25 to be 9% or above.

Operating margins are expected to

trend upwards in FY25 and beyond,

aswe continue to focus on efficiently

scaling the Group.

Strategic Report

Our Strategic Report on pages 1 to 74

has been reviewed and approved

bytheBoard.

Steve Hare

Chief Executive Officer

19 November 2024

14 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Connect

Connecting SMBs through our

trusted andthriving network

Grow

Winning new customers and

delightingour existing ones

Deliver

Delivering productivity

andinsightsdriven by AI

Our strategy

An evolved strategy

for sustainable growth

Sage has made significant progress in

delivering the strategy we set out at the

endofFY21—driving strong revenue

growththrough a core set of cloud

solutions,underpinned by innovation.

Our purpose

… is to knock down barriers so everyone can thrive.

Our ambition

… is to create the world’s most trusted and thriving network for SMBs, powered by Sage Copilot.

1. Partners have been formally included as a stakeholder in our strategic framework from FY25 onwards.

As our market continues to develop and grow, and customer

expectations of technology change, we’ve evolved and

simplified our strategic framework, to drive further

progressand support Sage’s long-term success.

Our strategy

… comprises three key focus areas that will help us achieve our ambition and fulfil our purpose.

These focus areas guide our operational and investment decisions, and support the setting

of more detailed business objectives for colleagues.

Our stakeholders

… are central to our business, and we seek to align all our activities with their interests.

Sustainability and Society

Sage’s role in society is a vital part of the equation. We seek to integrate sustainability into our everyday operations,

helpingtoensure Sage makes a positive societal impact through our three sustainability pillars: Protect the Planet,

TechforGood,and Human by Design. See pages 30 to 34 for more about Sage’s sustainability approach and progress.

Customers

Colleagues

Society

Shareholders

Partners

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 15

Our Values

… underpin our culture and drive our ways of working.

We do the right thing

Human Bold Trust Simplify

Our strategy continued

Progress towards our

strategicobjectives

RationaleStrategic focus area

Sage Network is our platform of cloud products and services that digitally

transform customer workflows across their business ecosystems. The platform

connects Sage’s products, customers, and their associated data flows, enabling

digital capabilities such as bank reconciliations, tax submissions, and invoicing.

These services streamline our customers’ business interactions and save them

time. The scale and reach of the network create a powerful innovation platform

forSage and form an attractive market for third-party software developers, who

provide additional features to enrich the Sage customer experience. We have made

good progress in building the network to date, and our focus now is to drivethe

further development and adoption of network services across the SageBusiness

Cloud portfolio, enhancing benefits to customers and driving network scale

effects for Sage.

Ensuring Sage maximises its market opportunity and continues to grow is

fundamental to our strategy. Our overarching aim is to expand revenues across

allproducts and services, throughout our geographical end markets. Within this,

we are focused on several key objectives in order to drive the strongest possible

outcomes. These objectives include further scaling Sage Intacct in North America

and UKIA, growing our small business solutions (particularly through accountants),

establishing Sage Intacct and Sage Active in Europe (where cloud adoption is

lower than the US and UK), and driving the “in-life” growth of existing customers

through focused cross-sell and upsell. Delivering a customer-centric experience,

including simpler, more integrated propositions (suites) with tiered pricing, is a

key feature of our growth strategy.

Advances in AI technology, including the development of generative AI, have

provided an opportunity for Sage to significantly enhance the value delivered to

customers. Sage Copilot is our new, generative AI-powered productivity assistant

that streamlines routine tasks, provides strategic insights and enhances customer

decision making. Features such as automated invoice management, payment

reminders, insight generation and recommendations are helping customers get

paid faster and be more productive. By driving the adoption of Sage Copilot and

other AI-powered solutions, we can enable our customers to save time, make better

business decisions, and elevate their work. Continued investment in AI will help us

to differentiate our products and transform the customer experience.

Connect

Connecting SMBs

throughour

trusted and

thriving network

Grow

Winning new

customers

anddelighting

our existing ones

Deliver

Delivering

productivity

andinsights

driven by AI

16 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

• Increased availability and adoption of network services, including

AccountsPayable (AP) and Accounts Receivable (AR) automation.

• Expanded e-invoicing capabilities in readiness for introduction across

European markets in line with government requirements.

• Extended our partnership with Stripe, making it easier for customers

topayandget paid.

• Launched a customer account portal, enabling Sage customers in the

UKtoconfidentially share invoice and payment information.

• Partnered with AccessPay to enable Sage customers to automate their

bankingoperations.

• Enabled more customers to connect to the network by growing Sage

BusinessCloud.

• Continued strong Sage Intacct growth of 24% in the US and around 60%

inothermarkets.

• Introduced specialist industry suites, including Sage for Construction

andSagefor Non-Profits.

• Rapid growth of Sage Intacct in the UK, with almost 1,200 customers, and

goodearly momentum following recent launches in France and Germany.

• Launched the Sage for Small Business suite in the UK and Canada, and

expandedthe SageforAccountants suite in the UK, Canada, and France.

• Drove cross-sell and upsell through add-ons and deeper functionality

throughout the portfolio.

• Continued growth from Sage 50 and Sage 200 in all regions.

• Introduced Sage Copilot to early adopters including 8,000 customers

ofSageAccounting, Sage for Accountants, and Sage Active.

• Developing the solution for deployment more broadly across the Sage

portfolio,with SageIntacct expected to follow in 2025.

• Partnered with Amazon Web Services (AWS) to develop a domain-specific

largelanguage model focused on accounting and compliance.

• Enhanced Sage Earth, powered by machine learning and AI using AWS.

• Rolled out Microsoft Copilot within Sage, saving time and enhancing

productivity for colleagues.

Progress in 2024 Success measures

• Availability and adoption of

network platform services

• Sage Business Cloud

revenuegrowth

16%

Sage Business Cloud

revenuegrowth

• ARR growth

• Renewal rate by value

• Customer experience metrics

101%

Renewal rate by value

• Sage Copilot availability

andengagement

• Internal adoption of AI

toolstodrive efficiency

Sage Copilot available to

>8,000

customers

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 17

Our strategy continued



Orion Companies is a Real Estate and Development

business, based in Wyoming, US. Expanding from a single

office to five offices regionally, and with over 13different

divisions and entities, Orion was finding it difficult to

scaleusing its existing enterprise resource planning (ERP)

solution. The business knew they needed a cloud-based

solution capable of handling multiple entities with a

construction and real estate focus. Since switching to Sage

Intacct, Orion has sped up its bank reconciliation process:

itwould previously take 10 days to reconcile all 40 bank

accounts, but now Orion can reconcile its accounts in real

time on a daily basis, as the accounts are linked automatically

via bank feeds directly to Sage Intacct.

Case study: Orion Companies

Strategy

We’ve evolved our strategy to make sure wecan continue

todeliver extraordinary outcomes for our customers.

We’refocused ondelighting them with strong products

andhuman support, that builds loyalty, encouraging

themtoremain and grow with Sage.

We’re excited for the next couple of

years ofgrowth. With our old system,

the company would not be able to

grow,but using Sage Intacct has

changed all that. We have thousands

oftransactions a day and we now have

areal-time daily cash understanding.

Thomas Cochran

CFO, Orion Companies

action

18 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Operation Hope is a US non-profit focused on financial

literacy and empowerment, based in Atlanta, US. Itneeded

to upgrade from the limitations ofitslegacy accounting

platform to alleviate extensive manual work and meet

funding partner expectations for in-depth reporting.

Operation Hope selected Sage Intacct for ease of use,

AIcapabilities to improve speed and accuracy, and

flexibilityto scale with rapid growth objectives.

It is also using Sage Intacct AI-powered Accounts Payable

automation to enhance previously manual bill paying processes.

The AI-powered General Ledger (GL) Outlier Detection capability

in Sage Intacct is also delivering benefits. This capability

can scan thousands of general ledger journal entries in seconds,

highlighting potential anomalies for human review.

AP Automation can scan an

invoiceand automatically fill in

information based on historical

data, and it’s reduced our input

timeby about 99%. All we have to

do is check the information for

accuracy, then submit.

Mark Knowles

Accounting Manager, Operation Hope

GL Outlier Detection gives us time

back, because we don’t need to cycle

multiple times between data entry

and reviews. It makes review and

approval much easier, because it

catches outliers at the beginning.

Michael A Smith

SVP of Finance and Accounting, Operation Hope

SR Veterinary Group operates a veterinary practice based

inCheshire, UK. With the firm on a growth trajectory, there

isa strong need to ensure the accuracy, and maximise

understanding, of business data. With the aim of increasing

efficiency and generating data insights, SR Veterinary

Group implemented Sage Accounting, Payroll, and HR, all

part of the Sage for Small Business suite. As a result, having

crucial cross-business data in asingle format provided a

holistic overview with real-time information, meaning that

SR Veterinary Group could base business decisions on

objective facts, rather than intuition or a general overview.

Automating tasks has improved accuracy, particularly for

cash flow, which feeds into and enhances the quality of

wider business data. In addition, using thesame platform

asthe group’s accountant, who advised it toswitch to Sage,

has enabled significantly better collaboration.

The idea was to get everything under

one roof and learn a single system

that we can use for the long term

and will scale with our growth. So

we chose Sage for Small Business.

I really like the ease of use and

simplicity of Sage. We’re vets; we’re

not accountants or HR people, but

Sage makes it easy for us to carry

out our duties and get those jobs

done at times that suit us.

Dr Christian Sadler

SR Veterinary Co-founder

Case study: SR Veterinary Group Case study: Operation Hope

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 19

Our strategy continued

Accelerating

Q

Can you provide

examples of the

typesofservices that

SageNetworkenables?

Sage Network helps streamline business

operations in a variety of ways. It offers

an intuitive platform for connecting

with others and securely handling

financial transactions. It also automates

accounts receivable and payable

processes, and supports e-invoicing.

Integrating with partners such as

Microsoft extends what the platform

cando, providing even more value.

Q

How will Sage Copilot

elevate human work?

Sage Copilot, our AI-powered assistant,

isa big step forward in boosting

productivity for small businesses.

Itsimplifies tasks such as invoicing

andcash flow management, helping

customers work smarter and faster.

WithSage Copilot built into our

products, it’s more than just a tool—

it’slike having a trusted partner

tohelpstreamline daily tasks and

makemore confident decisions.

Our Chief Product Officer

discusses how faster innovation

at Sage is helping customers

and powering growth.

Q

How does Sage Network

benefit Sage’s customers?

Sage Network brings organisations

together on one platform, making

iteasier for small and mid-sized

businesses toautomate complex

workflows and manage everyday

tasks.It takes care ofthings such

asbank reconciliations, invoice

processing, error detection, and even

carbon accounting—all designed

toreduce admin and free up time for

more valuable work. In addition, by

creating adeveloper community, it

encourages new ideas and enhances

theplatform’s capabilities.

Q

How does Sage Network

power Sage Copilot?

Sage Network connects data across

different parts of a business, allowing

Sage Copilot to easily find and retrieve

information. This means Sage Copilot

can provide AI-driven insights and

automate tasks more effectively,

supporting Sage’s ambition of building

atrusted, thriving network for SMBs.

Italso improves efficiency by helping

to manage interactions, such as those

between accountancy firms and their

clients, while remembering pastactivities.

Q

Where is Sage in

itsAIjourney?

Since 2016, we’ve been pioneering AI

solutions to empower our customers.

We’re constantly investing in AI to improve

our products, boosting productivity and

adding value for our customers. When it

comes to generative AI, Sage Copilot is

in an exciting space, with the potential

to transform the customer experience.

We’re building Sage Copilot alongside

our customers, listening to their feedback

to make sure it meets their needs.

Walid Abu-Hadba

Chief Product Officer

the pace of

innovation

Q&A

with

Sage Copilot can provide

AI-driven insights and

automate tasks more

effectively, supporting

Sage’s goal of building a

trusted network for SMBs.

20 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Dans La Cuisine is a video marketing agency and an expert in culinary

storytelling specialising increating content and showcasing success

storiesacross its industry. Dans La Cuisine has used Sage Accounting

forsixmonths and is anearly adopter of Sage Copilot.

At the end of every month, the company accountant used to request a list

oftime-sensitive tasks to be completed. WithSage Copilot helping with

month end admin, Dans La Cuisine’s management team now hasmore time

tofocus on setting strategic goals for the business, such ashow toenhance

profitability. By using Sage Copilot to perform manual andlow-value tasks,

ithas saved around three days each month and helps theteam focus on the

business issues that really matter.

Behind the scenes, it’s learning my language,

andit feels like I almost have another person

working with me.

I can ask Copilot what my best and worst weeks

were, and it will retrieve the data. It would have

taken me so much time to go through my diary

and the accounts to drill into it. Now I can just

askCopilot the question and it’s there. It gives

back time and detail you may have missed.

Itjustmakes life easier.

John Stableforth

Founder, Dans La Cuisine

For more

information

scan or click

the QR code

Case study:

Working smarter with Sage Copilot

We’re also committed to building trust

with our customers by ensuring our AI

isresponsible and ethical. Even though

it’s early days, we view our investment

in Sage Copilot not as a cost, but as

away to bring fresh value.

Q

How else are you

developing Sage’s

portfolio to meet the

evolving needs of customers?

Sage is always adapting its portfolio

tomeet customer needs. With a range

ofsolutions, we aim to be a “one-stop

shop” for whatever our customers

require. This year, we’ve introduced

tiered product suites, making it easier to

purchase and price our solutions while

improving our market reach. We intend

to include Sage Copilot access within

our premium tiers and have already

made it available to select UK customers

in the Sage for Small Business and Sage

for Accountants suites.

We’re also creating tailored solutions

for specific industries and enhancing

our offerings for small businesses and

accountants. By focusing on flexible

solutions and innovative approaches,

we’re dedicated to meeting the changing

needs of our customers. Our approach is

always based on listening to customer

feedback to make sure our developments

tackle the challenges that SMBs face today.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 21

Our key performance indicators

Financial KPIs

Measuring our progress

Underlying ARR growth

2024 11%

2023 11%

2022 12%

Description

Annualised recurring revenue is the normalised reported recurring

revenue in the last month of the reporting period, adjusted consistently

period to period, multiplied by 12 (FY24: £2,339m). ARR growth

isstated on a comparable FX basis, with the prior period ARR

retranslated at the current year exchange rates, to neutralise

theeffect of currency fluctuations.

For a full definition, see our Glossary on page 261.

Why we are measuring this

Underlying ARR growth represents the annualised value of the

underlying recurring revenue base that is expected to be carried

into future periods, and its growth is a forward-looking indicator

ofreported underlying recurring revenue growth.

Performance

Underlying ARR increased by 11% in FY24, reflecting broad-based

growth across all regions balanced between new and existing customers.

Renewal rate by value

2024 101%

2023 102%

2022 101%

Description

Renewal rate by value is the ARR from renewals, migrations, upsell,

and cross-sell of active customers at the start of the year, divided

by the opening ARR for the year.

Why we are measuring this

Since it does not include new customer acquisition or reactivation

of off-plan customers, renewal rate by value is an important measure

of the strength of our existing customer base.

Performance

Renewal rate by value of 101% from 102% in FY23, reflecting strong

retention rates and a good level of sales to existing customers.

Sage has four strategic KPIs that show the impact and progress of our strategic execution.

Selected non-financial KPIs

Customer experience

Our aim is to differentiate Sage through unique experiences

that delight customers and help drive growth. Last year, we

renewed our customer experience strategy, including changing

the way we capture, measure and act on customer feedback.

Weextended the use of transactional NPS (tNPS) tomeasure

abroad range of touchpoints, or ‘micromoments’, across the

customer journey. This provides us with a granular understanding

of the customer experience across a variety of different

solutions and services.

In FY24, we focused on expanding this approach, gaining

deeper insights and feedback which are enabling us

toprioritise and implement targeted, measurable

improvements across the Group.

Main metrics: micromoments1, tNPS, customer

experience improvements

1. Micromoments are specific touchpoints in the customer journey, where the customer experience is measured through a tNPS survey.

22 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Sage Business Cloud penetration

2024 88%

2023 84%

2022 75%

Description

Sage Business Cloud penetration is the underlying recurring

revenue from Sage Business Cloud solutions as a percentage

oftheunderlying recurring revenue of the Future SageBusiness

Cloud Opportunity.

Why we are measuring this

This metric measures progress in the transition of the business

toSage Business Cloud solutions.

Performance

Sage Business Cloud penetration increased to 88% in FY24

reflecting the further expansion of Sage’s cloud solutions

withinthebusiness mix.

1. In FY24, underlying recurring revenue from Sage Business Cloud

solutions was £1,844m, while underlying recurring revenue from the

Future Sage Business Cloud Opportunity (which includes solutions that

are part of, or have a clear pathway to, Sage Business Cloud) was £2,102m.

Subscription penetration

2024 82%

2023 79%

2022 75%

Description

Subscription penetration is the underlying software subscription

revenue as a percentage of the underlying total revenue.

Why we are measuring this

This metric shows the progress Sage is making in migrating

customers to subscription.

Performance

In FY24, subscription penetration reached 82%, reflecting

continued growth from subscription contracts.

Our strategic objectives

See pages 16 to 17

Employee satisfaction

Our people bring Sage’s culture to life. One of the ways we monitor

and understand how happy our colleagues are working at Sage is to

conduct regular colleague surveys, including measuring employee

satisfaction (see page 28).

Our employee survey response rates and findings provide insights

on colleague sentiment and help to ensure that we act to preserve

andenhance our culture.

Main metrics: eSAT

Sage Foundation volunteering

Sage Foundation is an integral part of life at Sage and is

regularly cited by colleagues as one of the reasons they

enjoyworking here. Every colleague is given five days of paid

volunteering leave every year to spend time knocking down

barriers locally, connecting with the communities in which

weoperate. We measure engagement through the number

ofSage Foundation volunteering hours (see page 30).

Main metrics: Sage Foundation volunteering hours

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 23

Our people and culture

The Sage

in FY24, with employee satisfaction

(eSAT) of 76, against a benchmark of 77,

and a response rate of 85%. We continue

to have a strong and effective culture,

with good governance, operating with

high ethical standards, that helps make

Sage a great place to work.

Our Values support our actions and help

guide us to do the right thing. We’ve

been “bold” in the changes we’ve made

while remaining “human” at our core,

working with empathy and care, and

forming strong connections with

colleagues and customers. We continue

to “simplify” our processes and ways-of-

working, and we aim to make “trust” a

key feature of our culture, as we deliver

on our promises to our stakeholders.

What actions have we

taken to bring a high-

performance culture to life?

We’ve focused on our leaders to help

embed a high-performance culture and

engaging teams through the organisation.

Since the launch of our Leadership

Academy, we’ve remained steadfast

inour commitment to develop human

and accountable leaders. In FY24,

weaugmented the programme with

Leadership Essentials, a new course

designed to equip leaders with the

insights, skills, and resources to drive

accountability and high performance.

Amanda Cusdin

Chief People Officer

Q&A

with

culture

How has Sage’s culture

continued to evolve?

At Sage, our day-to-day actions are

driven by a common purpose: to knock

down barriers so everyone can thrive.

Our culture defines how we operate,

behave, interact, make decisions and

get things done, in pursuit of our

purpose—it reflects the personality

and character of the organisation.

Sage has made considerable strategic

progress over the last few years, and a

strong culture has enabled efficient,

sustainable growth, whilst navigating

a challenging external environment.

In FY24, our overarching focus from a

culture perspective has been to embed in

our behaviours and expectations of each

other the concept of “high performance”,

which we characterise as “consistently

meeting and beating the high standard

ofobjectives Sage sets itself, to deliver

exceptional outcomes”. To support high

performance, in FY24 we changed our

performance and reward approach,

welcomed new leadership to drive our

places strategy, invested in our

workspaces, focused on maximising

internal talent, prioritised early careers

development, and continued to drive

leadership maturity.

Partly as a result of these actions,

weachieved a high engagement score

24 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Aimed at all people managers, we

delivered intensive workshop training

on “Leading extraordinary teams” to

over 1,600 colleagues, which focused

on upskilling leaders to raise the

performance bar for themselves and

their teams. This was underpinned by

newly developed leadership principles

to inspire action and drive results.

We also updated our performance

development framework, to create

moredistinction in the way we rate our

colleagues’ performance, and ensure

colleagues receive tailored feedback,

development, and reward. In addition,

we created a high-performance culture

scorecard for senior leaders. And lastly,

we adjusted all elements of performance-

related pay at Sage, to focus all colleagues

on global targets, and encourage and

reward high performance.

How is Sage raising

AI literacy amongst

its colleagues?

We’re adapting the way we work at Sage,

and constantly striving to work with

more efficiency, productivity, and

agility. Generative AI is an incredibly

exciting and powerful technology and

we’re using it to elevate human work,

not only for our customers, but also to

free up time for our colleagues to focus

on higher-value work. During the year,

we made Microsoft Copilot available to

employees across the organisation and

held a series of webinars with practical

tips on how to maximise its potential

and assist colleagues with their

day-to-day work.

We held a dedicated session on how

to“work smarter” with AI during our

colleague learning week, receiving high

levels of engagement and demonstrating

our strong commitment to continuous

learning and career development.

We also created an early access

programme for Microsoft Copilot

for365 and assessed usage to better

understand the value added—whether

that be time saved per activity or

better assisting particular groups

suchas those who identify as being

neurodivergent. We learned that usage

is highest in Outlook and Teams, leading

to higher productivity and efficiency

through the automation of manual and

repetitive tasks. We will use the learnings

from this assessment to inform future

rollouts and learning pathways.

What are the priorities

for the year ahead?

Delivering for our customers requires

us to constantly challenge ourselves

tobe better every day. Driving high

performance with increased focus on

the pace of execution is critical. We

will achieve this by creating teams that

operate with lean and effective structures

and a relentless focus on our customers,

managed by outstanding people leaders

who achieve great results—providing

enhanced levels of candid feedback

and clarity, in a safe environment,

whilst demanding excellence.

Our priority is to shape our

organisation and drive growth by

continuing to invest in our talent and

by embedding a high-performance

culture. We are establishing a path

tobecome more digitally enabled,

andimproving our workspaces to

inspire innovation and collaboration.

We’ll continue to provide colleagues

with learning courses and pathways,

including on using generative AI

toolsto increase productivity and

helpdevelop their careers.

In FY25, imperative to achieving

success, we will continue to evolve

ouroperational excellence, reinforce

our purpose-driven culture, innovate

with adaptive technology, and create

more agile teams.

Culture is the heartbeat of

our organisation. We take

the time to understand

and care for each other.

Gary Charlton,

Sales Director, Medium segment

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 25

Our people and culture continued

Achieving high performance

We want Sage to provide an inclusive

environment where our people feel

energised to deliver extraordinary

outcomes through productive, efficient,

and streamlined ways of working. Guided

by our Values, Sage colleagues work

towards high expectations and high

levels of performance every day—for our

customers, our teams, and our business.

Journey to a high-

performance culture

During the year, we took steps to engender

and embed a high-performance culture,

supporting the delivery of our evolved

strategy and the continued success

ofSage. Recognising that achieving

extraordinary outcomes starts with clear

direction and shared goals, we reviewed

our goal setting and performance

framework, delivered best-practice

training, and enhanced our colleague

communications, with a focus on driving

accountability, feedback, continuous

learning, and customer-centricity.

Through our Objectives and Key Results

(OKR) framework, colleagues set and

measure clear, shared goals aligned with

Sage’s strategic ambition, priorities and

target outcomes. To drive the delivery

ofthese goals, we developed a set of

leadership principles, which every

people manager is expected to use

tolead their teams.

Key people measures

A number of key metrics

helpuskeeptrack of how

we’reprogressing:

eSAT

How happy our colleagues are

working at Sage (FY23: 76).

4.0

Overall Glassdoor Score

Based on independent reviews

fromour colleagues (FY23: 4.1).

51%

Internal fill rate

How successfully we’re providing

colleagues with the opportunities

todevelop their career at Sage

(FY23:42%).

Glassdoor UK

2024

Earned a place on Glassdoor’s UK

Best Places to Work 2024 list.

13%

Forbes World’s Best

Employers 2023

Placed in the top 13% of all large

blue-chip employers on the Forbes

World’s Best Employers 2023 report.

Gold

Brandon Hall Group

Belnnovative! e-learning program

received the gold HCM Excellence

Award from Brandon Hall Group.

Won

CRN UK Best Diversity

Recruitment Initiative

of the Year Award

Won the CRN UK Best Diversity

Recruitment Initiative of the

YearAward in recognition of

thePartner Academy and the

recruitment support provided

forpartners by Pathways.

Read about our

DEI achievements

in 2024 on page 28

These are:

• Set a clear purpose and direction;

• Inspire;

• Create outstanding environments;

and

• Deliver.

Supporting the implementation of

these principles, our senior leaders

co-delivered 80 in-person “Leading

Extraordinary Teams” sessions to

over1,600 people managers. These

workshops focused on creating a

culture of accountability, managing

performance with honest, actionable

feedback, and creating a results-driven

organisation to support growth.

We also made several changes to

ourperformance and development

framework, including an expanded

performance rating scale together

withan evolved global targeted

approach to reward. Our ambition

istocreate a more holistic approach

toperformance management, with

people managers having continuous

performance conversations with their

teams throughout the year.

Developing potential and

enhancing performance

Sage is focused on building an inclusive,

high-performing, and human culture,

empowering colleagues to execute our

strategy and create brilliant experiences

for customers. Our support networks,

coupled with access to resources and

learning opportunities, drive strong

working relationships and help our

colleagues to unlock their full potential.

We are committed to building and

strengthening our diverse talent

pipeline, through actively prioritising

internal talent to fill vacancies,

emphasising opportunities for those in

early careers, and promoting colleague

development via our Learning Academies

(including Data, Cloud, Innovation,

Marketing, and Leadership).

Through secondments, interim

assignments, and voluntary special

projects (gigs), colleagues are

empowered to diversify their skillsets,

learn new crafts, and strengthen their

26 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

High-energy, interactive, and thought

provoking throughout. The workshop

also focused on the wonderful theme

of continuous feedback. I enjoyed

learning about the ways that we

can work together to make the

organisation we love even better.

Sage Leader

Everything I needed to perform my duties to the

best of my abilities was provided. I thrived through

my Sage Pathways internship, and I continue to

thrive as a permanent Sage colleague.

Zoe Shongwe,

Technical Support Agent

competencies. 78% of colleagues have

used our internal career development

platform “Talent Marketplace”, to help

design their career path and find a

mentor. This helped us to achieve a

51%internal fill rate of vacancies in

FY24, an improvement of nine ppts

compared with the prior year.

Building a strong talent pipeline starts

with attracting the best people into

ourentry-level positions. In FY24, we

welcomed 301 early careers colleagues,

and expanded our two-year “Sage Ignite”

development programme, originally

designed for graduates and apprentices

in our Product function, to all early

career colleagues across the Group.

Sage Ignite focuses on core behaviours

and role-specific learning as well

asskill-building activities, such as

hackathons, enabling colleagues to

grow as leaders and become experts

intheir field. Now in its eighth year,

and with an NPS of +47, the programme

hasgrown to over 200 graduates,

interns, and apprentices today.

Our “Pathways” programme has been

instrumental in helping individuals

facing employment barriers, including

those with disabilities, returning

professionals, and veterans. Sage

Pathways promotes inclusion and

offers valuable work experience

acrossa range of functions. Colleagues

receive training and development, as

well as support and coaching, helping

create new opportunities for individuals.

In FY24, we launched DataCamp, an online

subscription that helps colleagues

build data literacy through interactive

exercises and real-life examples.

Colleagues were able to access this

resource to build knowledge and

understanding in areas such as data

science, AI, and machine learning,

across multiple proficiency levels.

Weare investing in resources such

asDataCamp to help drive a strong

understanding of these fundamental

skills across the organisation.

We seek to build a diverse pipeline of

talent throughout the organisation. In

our Product teams, we partnered with

Amazon Web Services on its “CloudUp

for Her” programme, providing an

opportunity for 176 female colleagues to

achieve an industry-recognised AWS

certification in Cloud Practitioner

Essentials. The certificate has been

carefully curated for entry-level global

knowledge on AWS’s cloud infrastructure

and core services.

We have also built an online community

called the “Innovation Academy”, where

colleagues can engage directly with

ourInnovation Team. The Innovation

Academy holds workshops and learning

spaces, where colleagues can learn

about our AI services, technology, and

products, from the people who built

them. Our self-paced innovation course,

Belnnovative! e-Learning, received the

gold HCM Excellence Award.

Since launching the Leadership Academy

in FY23, nearly 800 colleagues have

taken part. The Leadership Academy

explores concepts such as ensuring

theright talent is aligned to the right

roles, execution of our strategy, and

coaching for high performance.

104

VP and Directors

Senior Leadership Programme

Directors

Leadership Essentials

367

People Managers

Manager Essentials

217

Non-people Managers

Aspiring Leaders

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 27

Our people and culture continued

Emilie joined the procurement team in the Paris office, and after four years in this

rolewascurious to explore other functions within the organisation. Emilie secured

asix-month secondment within Customer Services, as the Business Executive to our

Executive Vice President (EVP) Customer Support Operations, which then became

apermanent role. A year later, her she took on anew12-month secondment as an

Execution Director within Customer Support, actingaspeople manager. By taking

onnew secondments, Emiliewas able to embark onnewdevelopmental opportunities

and redefine hercareer path into new fields.

Internal mobility and promotions are

encouraged and sponsored by leadership.

I’m glad to be surrounded by leaders who

care for and trust colleagues with projects

and roles that help them develop.

Emilie Dupont

Customer Services at Sage

How we engage and

retain our talent

Engaged colleagues have a deep

understanding of our strategy and

direction, and are supported by an

inclusive, productive and rewarding

working environment. During the year,

we hosted strategy and customer

enablement sessions, attended

byover1,000 employees, offering

insightsto tools such as our Customer

Hub, and helping colleagues to link

their day-to-day work with our strategy.

We continue to ensure we are listening

to colleagues. In FY24 we received

astrong response rate of 85% to our

colleague “Pulse Survey”, resulting

inaneSAT (employee satisfaction)

score of 76, against a benchmark of

77.Key strengths highlighted in the

surveyincluded psychological safety,

excitement for the future, and manager

Case study: Promoting internal talent

Our DEI achievements in FY24

#23

KPMG’s FTSE Women

Leaders Review

Sage ranks #23 in the FTSE 100

Women on Boards and in Leadership

rankings (FY23: we were ranked #30).

41%

Gender Diversity target

the number of leadership teams

meeting our gender diversity target

(FY23: 34%).

4.2

Glassdoor DEI Score

how inclusive weare

as an organisation.

Score of 4.2 (FY23: 4.3).

#137

Forbes —Top Employers

for Women 2024

#137 of 400 companies globally.

Additional information on our progress against our DEI targets

can be found in the Sustainability and Society Report on page 32

#31

Financial Times—

Diversity Leaders 2024

#31 of 850 European companies.

22%

Colleague Success

Network

22% participation

(FY23: 18%).

#48

Equilieap—

Gender Equality Report

#48 of 3,795 companies

withindeveloped markets.

1. Gender diversity target of no more than 60% of men, women, or non-binary people

in any leadership team by the end of FY26.

28 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

feedback. The results showed that

manager andcolleague relationships

are more honest and transparent when

derived from clear feedback and a

better understanding of priorities,

enabled byour OKRs framework. Our

colleagues speak positively about their

ability to find newand improved ways

of working and better collaboration

within their teams.

At Sage, it is our diversity that make us

better and stronger. Diversity, Equity,

and Inclusion continue to be part of

ourstrategic direction for attracting,

nurturing, and retaining colleagues of

all races and ethnicities, building an

inclusive workplace where everyone

can belong and thrive.

In FY24, we continued our self-declaration

data gathering project, ‘All About Us’,

resulting in 64% participation across

our 10 eligible countries, with over 80%

participation in the UK, Ireland, USA,

Canada, and South Africa.

Sage joined the steering committee

ofthe ‘Change the Race Ratio’, a group

of business leaders working together to

increase racial and ethnic representation

on UK boards and leadership teams.

OurColleague Success Networks (CSN)

reached 22% participation (FY23: 18%)

and we welcomed a new network—the

Veteran Network—aiming to connect,

support and champion Sage’s military

veteran community and their families

(in the UK).

We support our colleagues through

investing in their wellbeing, helping to

equip them with the tools and resources

they need to perform to their best.

To further support our four key pillars

of wellbeing—healthy mind, healthy

body, healthy finances and healthy

communities—we expanded the

availability of Cleo, a comprehensive

mobile app designed to help colleagues

thrive by better balancing family, health,

and work. The Cleo app is free to colleagues

globally. We also launched a parental

leave returners programme, designed

to help prepare leavers on their parenting

journey and help returners transition

back into the organisation.

Our progressive hybrid working

approach continues to balance

humanconnection with flexibility,

augmentedby the introduction of our

next-generation offices, which create

workspaces that inspire colleagues

toconnect, collaborate and perform.

These spaces reflect our Values and

encourage work to flow. They include

amenities that are designed for

everyone, as well as being sustainable,

contracting sustainable buildings

andaiming to reuse 80% of furniture,

ceiling, lighting, and cabling.

Our workspaces are conceptually split

into three zones:

• Community—the beating heart

ofthe workplace to relax, dwell,

convene, and engage

• Activity—a range of spaces for

connecting and working together,

in-person and remotely, and,

• Team—anchor points for teams

andfunctions, with spaces to

worktogether and alone.

During the year, we opened next-

generation offices in Winnersh (UK),

Sydney and Toronto. Our future workplace

vision is becoming a reality, bringing

our colleagues back together again, and

creating human connections that help

to drive productivity and innovation.

Sage gender and ethnicity balance

Board ELT

ELT and

Direct

Reports

All

colleagues

Number of people 10 10 90 10,740

Gender Female 4 4 48 4,567

Male 6 6 42 6,087

Non-Binary – – – 25

Undisclosed – – – 61

Ethnicity Asian 2 – 6 460

Black/African/Black S.African/Caribbean/Black British/ African American – – 3 255

I do not wish to self-identify my race or ethnicity – – 3 209

Indigenous – – – 107

Multiple Ethnic Groups – – 1 124

Other Ethnic Group – 1 2 86

White 8 9 58 3,040

Undisclosed – – 17 6,459

Date as of 30 September 2024

1. Steve Hare and Jonathan Howell are included in both the Board and ELT data. The gender balance of our ELT, excluding Steve and Jonathan, is four female

and four male.

2. ELT and their direct reports include ELT members and those for whom they have direct line management responsibility, excluding administrative

andsupport roles.

3. Total number of colleagues of 10,740 excludes 57 contractors and includes eight Non-executive Directors.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 29

Sustainability and Society

The Multiplier Effect

Strategy and

materiality overview

In FY24, we continued to deliver on

ourSustainability and Society strategy

and Sage’s purpose: knocking down

barriers so everyone can thrive. We

focused our efforts on operationalising

sustainability and progressing our

commitments and targets across the

three pillars of our Sustainability

andSociety strategy: Protect the

Planet, Tech for Good, and Human

byDesign. We focused on embedding

sustainability into our operations,

products, and culture.

Our strategic direction reflects our

role in society, and was informed by

thedouble materiality assessment

conducted in 2023. Our reporting

continues to be focused on the eight

most material topics from the

assessment, including innovation to

empower customers and SMBs, cyber-

security and data privacy, climate

change, DEI, colleague development

and retention, local community

investment and support, AI and Data

ethics, and digital equality. In FY24,

wecontinued to monitor our material

topics their interconnections, to

ensure our strategy remains focused

and relevant.

Engaging stakeholders, particularly

our colleagues, customers and

suppliers, is fundamental to how we

operationalise sustainability. In FY24,

wecreated a Responsible Business

Language playbook, rolled out ‘anti-

greenwashing’ learning for core

functions, expanded our Sustainability

and Society masterclasses for SMBs

toFrance, Germany, and Spain, and

strengthened our engagement with our

top 100 suppliers to support them on

their sustainability journey. Taking

action starts with our colleagues, but

the impact we create spreads across

our stakeholder groups, and beyond.

Wecall this ‘The Multiplier Effect’.

Snapshot of our 2024 highlights

• We ranked #59 amongst 500 global

companies in the World’s Most

Sustainable Companies 2024 list

by TIME Magazine andStatista.

• For a second year running, Sage

was in the 2024 Financial Times

Europe Climate Leaders list.

• The Science Based Targets

initiative (SBTi) validated

Sage’snet zero target.

• Launched our Data for Good website.

• Launched Path for Growth:

Bridgingthe SME Sustainability

Reporting Gap report at COP28

withrecommendations for

governments and standard-setters.

• Conducted our first human

rightssaliency assessment.

• Sage was rated one of the UK’s

BestPlaces to Work by Glassdoor.

• Sage was ranked amongst the Top

Employers for Women by Forbes.

1,210

sustainability learnings

delivered to colleagues,

supporting increasing

internal capability

1,642

young people inspired

toexplorea future in

techthrough Teens in AI

13,420

small business owners

benefitting from loans,

grantsand support through

ourpartnership with Kiva

159,714

volunteering hours

$644,858

funds raised to help our

communities thrive

For further detail visit:

www.sage.com/en-gb/

company/sustainability

and-society

FY24 Sustainability

andSociety Report

FY24 Climate Change Report

FY23 Materiality

Methodology

30 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Key FY24 achievements

Getting Sage to net zero

• We achieved a ‘leadership’ CDP

Climate Change rating of A-

(2022:B)andCDP Supplier

Engagement ofA- (2022: C).

• Our Net Zero 2040 target was

successfully approved by the SBTi.

We have progressed well against our

interim targets, which were validated

by SBTi in 2023; 75% reduction in

absolute Scope 1 and 2 GHG emissions

(Target: 50% by 2030); 13% reduction

in absolute Scope 3 GHG emissions

(Target: 50% by 2030); 15% reduction

in absolute Scope 3 GHG emissions

from homeworking, hotel stays,

anduse of sold products (Target:

50%by 2030).

• We have reduced our market-based

Scope 1, 2 and 3 emissions by 16.6%

versus our 2019 baseline. Against an

overall improving trend since FY21,

emissions decreased by only 0.3% in

FY24. The smaller reduction against

our SBTi glidepath was caused by a

combination of increased business

travel, a rise in property related

supply chain spend and an increase

in external carbon intensity factors

across the key markets of UK, USA,

France and South Africa. Despite

thissmaller decrease, we remain

confident in our transition plan,

recognising that the path to net zero

is not linear. Sage will continue to

manage the risk of increased

business travel, while monitoring

external impacts including

increasing carbon intensity factors,

adjusting our response accordingly.

• We launched a sustainable commuting

and lift-sharing pilot in Newcastle

and Dublin, supporting colleagues

inreducing commuting emissions.

Aglobal rollout is underway.

• We launched a personal carbon tracker

app for colleagues across our global

sites. By combining education

andaction through the app we

canhelpcolleagues to better

understand their personal footprints

and provide guidance on what they

can do to reduce their impact.

• Acknowledging the interconnections

between environmental risks, we have

continued to work with the Planetary

Accounting Network to apply the

Stockholm Resilience Centre’s

planetary boundaries approach.

Supporting SMBs in

achieving net zero

• We launched a product life-cycle

assessment (LCA) methodology

toimprove emissions accounting.

• Sage Earth was made available in

AWS Marketplace in the UK and

Ireland, with plans to extend to

NorthAmerica and across Europe

over thenext 18 months.

• Sage’s Sustainability Masterclasses

have been expanded and are now

available in France, Germany and Spain.

Advocating for enabling

policies and standards

• Following the launch of the Path

forGrowth report at COP28 which

highlights the barriers to reporting

that SMBs face, we have continued

tobe engaged in the EU’s public

consultation on the Corporate

Sustainability Reporting Directive

(CSRD) Voluntary Standard for SMBs.

• Partnered with Bankers for Net Zero

for a second year, where we canhelp

unlock access to capital

byautomating GHG emissions

reporting for SMBs in the UK.

• We continued our partnership

withthe World Business Council for

Sustainable Development (WBCSD).

• Together with the International

Chamber of Commerce (ICC), we have

been advocating and championing the

importance of SMBs in the climate

agenda for many years now. We took

part in COP29 and welcomed H.E. Ms.

Nigar Arpadarai , UN Climate Change

High-Level Champion’s decision to

place an official focus on SMBs.

What’s next

In FY25, we will remain focused on

delivering progress against our net

zero transition plan. We will roll out

climate training and engagement

programmes globally, as part of the

ambition for 1,500 colleagues to

complete our Sustainability Learning

offering in the year ahead. We will

continue to apply the Taskforce on

Nature-related Financial Disclosure’s

(TNFD’s) LEAP framework and assess

and report on our nature-related risks.

Post COP29, we will continue to engage

with governments and industry bodies

on streamlining reporting for SMBs.

For further information on TCFD

please refer to pages 35 to 42

For further detail visit:

www.sage.com/en-gb/company/

sustainabilityand-society

FY24 Sustainability

andSocietyReport

FY24 Climate Change Report

FY24 ESG Databook

Protect the Planet

Performance against targets

Sage to net zero

Achieve net zero by 2040 and reduce absolute Scope 1, 2, and 3 GHG emissions

by50% by 2030, from a 2019 base year, aligned to SBTi

On track

Support SMBs in

achieving net zero

Help our customers reduce their GHG emissions by 2030 by providing access

tocarbon management solutions and expertise

On track

Policy and advocacy

for SMBs

Put SMBs at the forefront of the transition to net zero by making sure their voice

is heard and lobbying for simplified standards

On track

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 31

Sustainability and Society continued

Key FY24 achievements

Data for Good

Innovation to empower

customers and SMBs

• We published our Small Business

Tracker reports to multi-stakeholder

audiences. The tracker is based on a

large data set showing how UK SMBs

are performing in the current economic

climate—supporting their contribution

to the UN Sustainable Development

Goals (SDGs).

• We launched the Data for Good web

pageon Sage.com. Bringing together

subject matter expertise, including

insights from Smart Data Foundry

and the Centre of Economic and

Business Research, this information

hub will ensure that robust data

analysis is accessible to SMBs.

Building digital trust

Cyber security and data privacy

• We continue to expand and improve

our Trust and Security Hub, designed

to give customers confidence their

data will be protected and also

support them in keeping their

businesses secure.

• We completed the first two phases of

aproject to expand the Hub for SMBs

to ‘go digital safely’. The first phase

included making the Hub available

on sage.com, with advice and

guidance for businesses in the UK

and US. The second phase included

localisation into French, German,

Portuguese, and Spanish markets,

and new content about AI and data

ethics and how Sage builds AI

products responsibly.

AI and data ethics

• Our AI and Data Ethics policy and

principles were introduced in the

business via the ethics governance

framework. The objective is to ensure

that ethics are routinely considered

as part of data and AI development.

• The management level AI and Data

Ethics Council was integrated with

our Sustainability and Society

Committee, recognising the

importance and interoperability

between sustainability and AI. Our

new Sustainability, AI, and Data

Ethics Committee provides strategic

direction and ensures that AI and

data ethics targets, objectives, and

supporting programmes remain

relevant, ambitious, and on track

fordelivery.

Digital equality

• In the last two years, four Sage

products (Accounting Individual—

UK,Experience Platform—My Sage,

SBC—UK, SFA Client Management

—UK) have passed WCAG 2.1 grade

AAautomated tests.

• More than 350 developers undertook

mandatory accessibility training.

Empowering entrepreneurs

Local community investment

andsupport

• Following stakeholder engagement,

we evolved our Sage Foundation

strategy, moving from adispersed

grants model towards a more

focused, impact-driven model

• More than 30,000 small business

owners have benefited from our

partnership with Kiva over the

lastthree years.

• 25 BOSS Network women received

grants, mentorship and training.

• Sage Foundation saw 159,714 hours

volunteered and $644,858 raised to

help our communities thrive in FY24.

What’s next

Through the Tech for Good pillar, we

continue to champion data protection

and security. We are integrating ethical

considerations into the Sage product

development lifecycle. On web content

accessibility, the focuswill be on

additional human audits to ensure

wecapture and tackle the variety of

accessibility needs. With regards to new

products and acquisitions in FY25, we

will set a plan for achieving accessibility

by ensuring we follow the same roadmap

set out for our existing products. Through

Sage Foundation, we will scale ourskills

programmes further, to help equip

more people with the skills and

technology they need tothrive. We are

aiming to involve 10,000 students in

the 2025 FIRST® LEGO® League in the

UK and 4,000 students globally via

Teens in AI in thenext two years.

For further detail visit:

www.sage.com/en-gb/company/

sustainabilityand-society

FY24 Sustainability

andSocietyReport

FY24 ESG Databook

Tech for Good

Performance against targets

Data for Good

Support SMBs and advance the UN Sustainable Development Goals (SDGs) by using

our data to create visualisations (reports, trends, analytics) that can inform better

decision making by 2025

On track

Build Digital Trust

Expand our Trust and Security Hub to support SMBs in going digital safely by 2025

On track

Embed Data and AI Ethics Principles into the fabric of Sage by 2025

On track

Cloud products to meet Web Content Accessibility Guidelines (WCAG) criteria by 2025

On track

Empowering

entrepreneurs

Support 34,000 under-served entrepreneurs to scale and grow their businesses and

equip 33,000 individuals with skills for greater opportunities through Sage

Foundation by 2024

Exceeding

32 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Key FY24 achievements

Diversity, Equity and Inclusion

• Sage was listed as a TopEmployer for

Women by Forbesand in the Financial

Times Diversity Leaders 2024 Ranking.

• Currently 41% of leadership teams

arereaching our target to achieve

representation of no more than

60%of men, women, or non-binary

people in any leadership team by

theend of FY26.

• In line with the Parker Review—

aframework for the ethnic diversity

of UK boards—we have set ourselves

atarget of 20% of our Executive

Leadership Team (ELT) and their

direct reports to be from an historically

underrepresented race or ethnic

group. We began FY24 at 11% and

finished at 16%, with an 83%self-

declaration rate.

• We have added a new Inclusion

Network in South Africa. With

18global Colleague Success

Networks now in place around

theworld, acentralised network

leader role wasintroduced

tosupportconsistentgovernance.

Future Fit Work

• Investing in a high-performance

growth culture, strong working

practices and the next generation

oftalent is an ongoing priority.

Wecall this ‘Future Fit Work’.

• Over 4,367 Future Fit learnings accessed

by colleagues, helping todevelop

colleagues withessential skills.

• We rolled out sustainability education

resources globally, integrating more

than 400 sustainability learning

videos for colleagues into our Sage

Learning platform.

• We hired 25 colleagues through

thePathways programme.

Wellbeing

• We merged the Wellbeing and

DEIteams in FY24 and we appointed

anELT Ambassador for Wellbeing,

toensure wellbeing is embedded

more deeply into the business.

• We successfully expanded our

Employee Assistance Programme

tocover 100% of our regions, meaning

all Sage colleagues can now enjoy

thesame access to emotional,

financial, physical, social and

workplace wellbeing support.

What’s next

Building on successes and learnings

in2024, we will integrate objectives

around equity by design into our

people development processes and

enhance leadership and allyship

training. We will also further expand

our data capture processes, with

afocus on India’s recent entry to

‘AllAbout Us’.

For further detail visit:

www.sage.com/en-gb/company/

sustainabilityand-society

FY24 Sustainability

andSocietyReport

FY24 Gender Pay Gap Report

FY24 Ethnicity Pay Gap Report

FY24 ESG Databook

Human by Design

Performance against targets

DEI

Achieve representation of no more than 60% of men, women, or non-binary people in any

leadership team by the end of FY26

On track

Increase ‘All About Us’ participation to 65% across 10 participating countries by 2024

On track

Foster a greater sense of belonging and inclusion with 20% of colleagues actively

participating in the Colleague Success Network by 2024

Exceeding

Future Fit Work

Connect 70% of colleagues to our internal Talent Marketplace, increase internal fill rate

to45% by 2023

Completed

Colleagues to complete 5,000 Future Fit learnings by 2025

On track

Achieve a 20% YOY increase in Pathways hires up to 2025, with 500+ people receiving work

readiness training each FY

Off track

Wellbeing

Roll out our Colleague Assistance Programme to all countries by 2024

Completed

Double the number of Healthy Mind coaches by 2025

Exceeding

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 33

Sustainability and Society continued

ESG Principal risk

• The Global Risk Committee oversaw

the evolution of the ESG Principal

Risk, including the assessment of

risk appetite, integration of controls

and mitigating actions required to

manage ESG as a Sage Principal Risk.

• We developed an ESG Risk Register,

which included detailed risk and

opportunity mapping of material

sustainability topics within Sage’s

enterprise risk management

framework. Separate risk registers

were created for climate change

andhuman rights.

ESG Due diligence

• We incorporated anti-financial crime

risk into our third-party due diligence

framework. We also implemented a

series of controls for identifying and

mitigating risks related to competition

law, and we updated policies on

Sanctions and Anti-Bribery and

Corruption, in line with annual data

analysis to identify territories of

objectively higher risk.

• In FY24, we extended the scope

ofourSustainable Supply Chain

strategy, including enhanced

supplier due diligence on human

rights and labour relations. This

requires potential new suppliers

tocomplete an ESG questionnaire

which informs selection. We have

begun engaging additional suppliers

as part of the contract renewals and

requests for proposal process. This

process has been enhanced through

investment in resources to further

learning and upskilling of the

Procurement Function.

Building internal

capabilities

• Engaging stakeholders,

particularlycolleagues, SMBs

andsuppliers, is fundamental

tohowwe operationalise

sustainability. To support

colleagueswith this engagement,

wecreated aResponsible Business

Language playbook to reinforce

theimportance of substantiating

sustainability claims. This was

supported by ‘anti-greenwashing’

learning for marketing and

corporateaffairs teams.

• Sustainability Week and our first

Climate Challenge were calendar

highlights, featuring insights from

Sage colleagues andexternal experts.

Addressing Human rights

• Working with Business for Social

Responsibility (BSR), we conducted

our first human rights saliency

assessment. Whilst the assessment

showed that our overall human

rightsrisk profile is low, it

identifiedpotential risks that

alignwith Sage’sexisting risks

andmaterial topics such as cyber

security and data privacy, product

accessibility, and AI and data ethics.

Avoiding greenwashing

• We’ve created a ‘sustainability

claims playbook’ for colleagues

toidentify and prevent green-

andsocial-washing. The playbook

contains a set of guidelines designed

to promote transparency, integrity,

and credibility in how we talk about

sustainability related topics within

our communications. The content is

aligned to guidance set out by the UK

Competition and Markets Authority.

What’s next

We will further embed sustainability

into our policies and into our ongoing

due diligence processes for suppliers,

new partners and mergers and

acquisitions. We will strengthen how

we communicate our human rights

approach based on the findings of

ourhuman rights saliency assessment

and support colleague understanding

on arange of sustainability topics. In

thelight of regulations such as the

EUCSRD, we will continue to review

oursustainability impacts, risks and

opportunities and map these against

our Principal Risks.

Sustainability by Design

Sustainability by design underpins our strategy as it sets our

ambition to integrate sustainability into everything we do.

34 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

TCFD

The Task Force on Climate-

related Financial Disclosures

Compliance Statement

FCA Listing Rules

In this report, we set out our climate-related financial disclosures

consistent with the Task Force on Climate-related Disclosures

(TCFD) recommendations and recommended disclosures pursuant

to Listing Rule 6.6.6 (R) (8). This includes all four TCFD pillars and

the 11 recommended disclosures in “Implementing the Recommendations

of the Task Force on Climate related Financial Disclosures’’ published

in October 2021 by the TCFD. In completing this work, we made use

of TCFD guidance material, including: the TCFD technical supplement

on the use of scenario analysis; TCFD Guidance on Metrics, Targets,

and Transition Plans; and the TCFD Guidance for All Sectors. We are

reporting against the TCFD framework in line with FCA Listing Rules.

In FY25, we plan to continue our progress in understanding and

reporting against all four pillars of TCFD. We aim to further our

understanding of how Sage’s climate risksand opportunities could

financially and operationally impact the business, take advantage

of climate opportunities and manage climate risk.

More information on Sage’s FY24 progress, FY25 priorities, as well

as a summary of how we are consistent with TCFD recommendations,

are outlined in the table below.

Further detail regarding our transition plan, Sustainability

and Society strategy, and wider Sage sustainability

activities is in our FY24 Climate Report and FY24

Sustainability Report

Companies Act 2006

Our disclosure also meets the Companies (Strategic Report) (Climate-

related Financial Disclosure) Regulations 2022 amended sections

414C, 414CA, and 414CB of the Companies Act 2006.

UK Climate-related Financial Disclosures (CFD)

Sage is consistent with both the mandatory climate-related financial

disclosure requirements under UK CFD, as well the TCFD recommendations,

recognising nuances exist between them. Under the Strategy pillar,

we outline our rationale for the chosen scenarios used to assess the

resilience of our business to climate, and our timeline for refreshing

this analysis, so we continue to monitor how a changing climate may

impact Sage over time.

TCFD Compliance Status

TCFD recommendation Summary and FY25 priorities

Governance

a) Describe the board’s

oversight of climate-

related risks and

opportunities.

• Governance page 75

Fully consistent with TCFD recommendations

The Board is accountable for our approach to climate-related risks and opportunities and approves sustainability-related

policies. The Board is ultimately responsible for setting the Group’s risk appetite and for risk management and internal

control systems, delegating authority to the Audit and Risk Committee (ARC) in setting the Group’s risk appetite and implementing

appropriate oversight of risks, including climate, sustainability and ESG matters. Updates on sustainability matters, including

those that relate to climate change, are provided to the Board and ARC via management.

For example, the Board received Sustainability updates via board papers at multiple points over FY24, which included an

overview of Sage’s Sustainability and Society progress against key targets, updates on Sage’s “Protect the Planet” action plan,

andasummary of trends in the sustainability space and how these may impact Sage’s strategy. Additionally, the ARC received

more detailed climate-related updates in FY24, focused on disclosures and our climate governance approach.

FY25 priorities

We will continue to monitor the updates and training programmes in place for the Board and Executive Leadership Team

(ELT) as part of our Sustainability and Society strategy, including briefings, progress updates and formal training sessions.

b) Describe

management’s role

inassessing and

managing climate-

related risks and

opportunities.

• Risk governance—page 64

• Board activities—page 93

• Directors’ Remuneration

Report—pages 116 to 155

Fully consistent with TCFD recommendations

The CEO and ELT are accountable for the Group’s climate strategy and approach to TCFD. TheEVP of Sustainability and

Society is responsible for the implementation of Sage’s “Protect the Planet” strategy, including assessing and managing

climate-related risks and opportunities, with oversight from Sage’s Sustainability, AI and Data Ethics Committee.

The Sustainability, AI and Data Ethics Committee meets quarterly and communicate progress on the Protect the Planet

pillar. Sage’s Sustainability, AI and Data Ethics Committee includes a subset of ELT members. Maggie Chan Jones is Sage’s

designated Non-executive Director to provide specific Board oversight on the ESG agenda.

The CEO and ELT receive a debrief after each Sustainability, AI and Data Ethics Committee meeting with key updates,

matters discussed, and actions. This informs updates provided to the Board by the CEO.

A proportion of the Executive Directors’ and ELT’s Performance Share Plan awards each year are driven by strategic non-financial

measures; in FY24 this continued to include measure relating to climate (see our Remuneration Policy on pages 129 to 136).

FY25 priorities

We will continue to review how we report and share climate-related matters with the management committees, including

howthey are integrated into strategic plans, performance metrics, reporting and acquisition due diligence processes.

With the sustainability disclosure landscape evolving, Sage is also exploring how climate-adjacent impacts, such as nature

and wider sustainability matters, can be governed in a similar way to climate, to ensure effective and efficient governance

across adjacent subject matters.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 35

TCFD recommendation Summary and FY25 priorities

Strategy

a) Describe the

climate-related risks

and opportunities

theorganisation has

identified over the

short, medium and

longterm

• See climate risks and

opportunities table

on pages 41 and 42

Fully consistent with TCFD recommendations

Reflecting on our progress outlined in our previous disclosures, we continue to improve our understanding, through the

use of climate scenario analyses, of climate-related risks and opportunities across multiple time horizons, and aim to

develop a holistic understanding of how climate change may impact aspects of Sage’s business strategy, operations, and

finances. The outcome of this work has supported Sage in identifying climate-related risks and opportunities relevant

to Sage (see page pages 41 and 42 for further details) and their potential impact to Sage (see Strategy Pillar disclosure

‘b’ and ‘c’).

In FY24, our climate-related risks and opportunities remained consistent with previous years. As a result, we have sought

to further understand the impacts that climate change can pose to Sage and decarbonisation glidepaths. We have further

analysed two existing transition risks: the cost of carbon strategy, and the current cost of renewable energy procurement

to reduce Scope 2 GHG emissions. Additionally, Sage received validation of its Net Zero Transition Plan by the SBTi,

confirming our robust approach to decarbonisation. The outputs of this work have supported our understanding of the

decarbonisation pathways available, and managing the associated risks and opportunities.

Further details about our key climate-related risks and opportunities are on pages 41 and 42.

FY25 priorities

In line with best practice, Sage plans to refresh its climate scenario analysis during FY25. This may result in Sage’s

climate-related risks and opportunities evolving, and we will disclose the impact of these developments in future reports.

b) Describe the impact

of climate-related risks

and opportunities on

the organisation’s

businesses, strategy,

and financial planning

• See climate risks and

opportunities table

on pages 41 and 42

• Further information can

be found in our Climate Report

Fully consistent with TCFD recommendations

Sage is well positioned to support global climate awareness and action through our products such as Sage Earth (Sage’s

Carbon Accounting offering), while managing our own climate-related risks and opportunities. In the table on pages 41

and 42, we provide an overview of our climate risks and opportunities.

We are working with SMBs to amplify and scale our impact from role-modelling through our own sustainability journey

tosharing our lessons learnt and skills. In FY24, we continued to roll out Sage Earth and launched our online Sustainability

Masterclasses series. Through these initiatives, we are reaching more SMBs to engage them on sustainability and

climate topics—knocking down some of the barriers they face for effective climate action.

Reviewing the output of our TCFD-aligned climate change scenario analyses against Sage’s strategy, business plan,

andoperations, we have not identified any material impacts on the Group’s financial results, going concern, viability,

businesses, or current strategy. However, impacts arising from climate change and its associated risks are constantly

evolving, so we will continuously monitor and evaluate climate-related impacts and review them in line with our

evolving business strategy (see note 1 of the Group financial statements on page 183). If Sage identifies material

climate-related impacts in the future, as per our risk management framework, we will manage and prioritise these

impacts based on their financial materiality.

In FY24, we continued to deliver against our Net Zero Transition Plan, obtaining validation of our 1.5°C aligned 2040 Net

Zero target from SBTi. Further details are outlined in our Climate Report www.sage.com/en-gb/company/ sustainability-

and-society/. Similar to many of our peers, we acknowledge our emissions are concentrated across our supply chain (Scope

3 emissions) and continue to engage with our partners andsuppliers to understand their plans to decarbonise, so that we

can further align our Transition Plan.

FY25 priorities

We plan to advance our understanding of the financial-related impacts of Sage’s climate risks and opportunities,

including our transition plan, and integrate the outcomes into our strategy and financial planning, through a climate

scenario analysis refresh in FY25.

TCFD continued

36 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

TCFD recommendation Summary and FY25 priorities

Strategy continued

c) Describe the

resilience of the

organisation’s

strategy,taking

intoconsideration

different climate-

related scenarios,

including a 2°C or

lowerscenario.

Fully consistent with TCFD recommendations

In FY22, we analysed different climate scenarios to evaluate the most material physical and transition risks under high-

and low-carbon scenarios:

• Hosting resilience;

• Damage to facilities;

• Workforce productivity; and

• Changing customer behaviour and needs.

Our physical risk analysis was carried out using Representative Concentration Pathway (RCP) 2.6 (1.6ºC–2ºC), RCP4.5

(2.1ºC–3ºC), and RCP8.5 (3.1ºC–4ºC) scenarios, forecasting to 2050. We conducted the transition risk analysis using the

NGFS “Below 2 Degrees” (1.7ºC plus) and the “Current Policy” (3.0ºC plus) scenarios, forecasting until 2100. We chose these

scenarios to provide a range of possible climate outcomes: a fast transition scenario—in which transition risks are likely to

be more pronounced; a “business as usual” scenario—that would lead to more severe physical risks.

Weacknowledge that the models used in assessing our risks are inherently uncertain and contain underlying assumptions,

which affect their outcome.

In FY23, we undertook further climate scenario analysis against the transition risk ‘Changing Customer Needs and

Behaviours and Needs’, evaluating the economic impact of climate change across our customer base, evaluating customers

indifferent geographies and sectors, and how relative GDP forecast performance may change against various climate

scenarios (ranging from RCP 1.9 (below 1.5ºC) to RCP 7.0). The output of this work has helped us to better understand and

support customers who may be exposed to transitional climate risks.

In FY24, we reviewed our existing scenario analysis and refreshed our assessment to take account of our evolving business.

We have updated our physical climate scenario analysis for new Sage locations to ensure we understand our climate

exposure today and in the future. Furthermore, we have evaluated the future cost of carbon, reviewing the options available

toallow Sage to credibly neutralise any residual emissions in support of our 2040 net zero ambition. The output of this

analysis ensures we have a consistent understanding of the risks and opportunities associated with our site strategy and

have a holistic understanding of workforce impacts.

In line with previous disclosures, the additional analysis undertaken during FY24 did not identify that climate is a material

risk to Sage in the short- to medium-term. As such, based on our climate scenario analysis, Sage is currently not materially

affected by climate-related impacts (including the Group’s financial results, going concern, or viability). Recognising that

as impacts arising from climate change are constantly evolving, we will continue to monitor and evaluate climate-related

impacts, and review these in line with Sage’s evolving business strategy.

Sage has a range of measures and activities in place to manage identified climate change impacts, as detailed on

pages24 and 29 of our Climate Report.

FY25 priorities

We will conduct a full review and refresh our climate scenario approach, focusing on both impact quantification and

better understanding how climate interacts with various touchpoints across the business.

Risk Management

a) Describe the

organization’s

processes for

identifying and

assessing climate-

related risks.

• Principal Risks and

uncertainties—page 72

Fully consistent with TCFD recommendations

Identification and assessment of climate risks is consistent with our approach to overall risk management. As above, the

results of our climate scenario analysis indicate that climate-related risks are not currently financially material to Sage.

In recognition of this risk’s materiality relative to Sage’s other risks, climate change is considered a ‘sub-risk’ to our ESG

Principal Risk. An operational climate risk register feeds into our climate ‘sub-risk’ and helps to manage the individual

climate risks and opportunities relevant to Sage. A summary of this risk register was disclosed in FY22, including

information on the impact of our business, maturity of our assessment, relevant time horizons, and mitigation and

adaptation plans.

Over the past three years, we have refined and improved our understanding of Sage’s climate risks and opportunities, using

a combination of regulatory guidance, risk management processes, TCFD best practice and internal expert judgement. In

line with emerging regulation (e.g. CSRD), we enhanced our climate-related risk identification processes and conducted

adouble materiality assessment in FY23. All climate risks and opportunities are assessed against our Enterprise Risk

Management (ERM) framework, including inherent and residual risk, as well as setting a defined risk appetite.

This has formed the basis of our programme of work, supporting us to better understand Sage’s broader impact ontheenvironment

and emerging global regulatory requirements related to climate change as well as the related risksandopportunities.

During FY24, we have increased our engagement with risk owners, conducting a bottom-up embedding and upskilling

programme to support integration of risks across the business. This engagement has further refined our understanding

of climate risks and their potential impact to Sage.

FY25 priorities

As the business grows and evolves, we will continue to support risk owners to manage climate-related risks and horizon

scan for new and emerging climate-related risks. Additionally, as outlined in our Strategy disclosure, we will refresh and

advance our climate scenario analysis. As a result of this, we may identify additional climate risks.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 37

TCFD recommendation Summary and FY25 priorities

Risk Management continued

b) Describe the

organization’s

processes for managing

climate-related risks

• Principal Risks and

uncertainties—page 72

Fully consistent with TCFD recommendations

Our ERM Framework helps Sage manage all risks, including ESG and related climate risks, which provides us with a

consistent approach to the identification, assessment, management, and oversight of risks. This helps us to deliver

consistently ourstrategic objectives and goals through risk-informed decisions. We seek to continuously improve the

use and adoption of Sage’s ERM Framework, to ensure it is not simply a process, but is integral to how we make decisions

and work day-to-day.

Using our ERM Framework, we expect all regions and functions to identify risks that could impact the successful execution

of their strategy and operations while managing any risk exposure, ensuring appropriate controls and action plans are

inplace. The ERM Framework helps focus our efforts on the areas that matter most to Sage, providing clarity about risk

tolerances and appetite to facilitate effective business decisions so Sage is adequately prepared to manage risks.

Over FY24, we have sought to embed our identified climate-related risks across the business to ensure risk owners have

sight of their most relevant risks and implement controls and action plans.

FY25 priorities

We will continue to consider and review how we engage with stakeholders across our business and the value chain to

aidrisk identification and management. We support this by delivering training on ESG risk management and related

regulations with Sage’s risk team and other key internal stakeholders.

c) Describe how

processes for

identifying, assessing,

and managing climate-

related risks are

integrated into the

organization’s overall

risk management.

• Principal Risks and

uncertainties—page 72

Fully consistent with TCFD recommendations

Climate-related risks are managed as part of our ERM Framework. This helps us manage strategic, operational, commercial,

financial, compliance, change and emerging risks and enables a consistent approach to the identification, management

and oversight of risks.

ESG is classified as a Sage Principal Risk, and in FY22 we added climate change as a sub-risk. Supported by our central

Sustainability and Society team, functions across Sage are responsible for integrating climate-related risks within

their respective areas of responsibility.

For example, climate risks associated with cloud hosting are considered by the Sage Product team, whereas physical

risks to the built environment resulting from extreme weather are considered by the Sage Property team as part of

business continuity planning.

FY25 priorities

As part of our broader Sustainability and Society strategy, we will continue to review and identify opportunities to educate

colleagues on the impact of climate change and what it means for Sage. Using the insights developed from climate scenario

analyses, our education campaign will support colleagues to practically consider climate risk and opportunities as part

ofongoing day-to-day and risk management activities.

Metrics and Targets

a) Disclose the

metricsused bythe

organization to assess

climate-related risks

andopportunities in line

with itsstrategy and risk

management process.

• Further information can be

found in our Climate Report

Fully consistent with TCFD recommendations

Since 2018, Sage has been measuring and reporting on energy and carbon emissions, providing us with a robust baseline

from which to plan our journey to net zero.

Group Net Zero targets

Our carbon emissions calculations are also subject to independent limited assurance. In June 2022, the SBTi validated

our near-term 2030 commitment. In FY24, SBTi validated our commitment to become net zero by 2040.

We have continued to reduce emissions against our target commitment. Since FY19 our market-based emissions have

fallen by 16.6%, against an SBTi glidepath of 22.7%, reducing from 231,957 tCO

e to 193, 430 tCO

e in FY24. Our Net Zero

Transition Plan www.sage.com/en-gb/company/sustainability-and-society/ outlines the specific actions that will be

taken to achieve our near-term 2030 target. Our progress is tracked by targets and monitored through our climate risk

Related executive remuneration targets

In FY22, we introduced a set of three-year performance measures to include relevant ESG metrics. In FY23, additional

targets were introduced, and the weighting of ESG measures increased from 15% to 20%, including progress in reducing

carbon emissions against our SBTi-approved Net Zero Transition Plan, which now accounts for 7.5%. These targets

continued to operate in FY24. Since the introduction of ESG-related performance measures in FY22 and FY23, our

emissions have reduced by 5.3% and 0.3% respectively. Currently, our FY22 carbon reduction-related performance

measures are on track to meet our threshold target.

Read more in our Directors’ Remuneration Report on page 144

Our most recent global emissions footprint is on page 11 of our Climate Report

FY25 priorities

We will continue to monitor and review our climate targets and metrics, providing quantitative disclosures

whereappropriate.

TCFD continued

38 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

TCFD recommendation Summary and FY25 priorities

Metrics and Targets continued

b) Disclose Scope 1, Scope 2,

and,if appropriate, Scope 3

greenhouse gas (GHG) emissions,

and the related risks.

• Further information can be

found in our Climate Report

Fully consistent with TCFD recommendations

Sage calculates and discloses emissions from Scope 1 and Scope 2, in compliance with Streamlined Energy

and Carbon Reporting (SECR) regulations.

Scope 1 and 2 emissions: UK and global

Current

reporting year

Oct 2023—Sept 2024

reportingyear

Oct 2022—Sept 2023

reporting year

Oct 2021—Sept 2022

Total GHG emissions data

UK and

offshore

area

Global

(excluding

UK and

offshore

area)

UK and

offshore

area

Global

(excluding

UK and

offshore

area)

UK and

offshore

area

Global

(excluding

UK and

offshore

area)

Emissions from activities which the

Company owns orcontrols, including

combustion of fuel and operation

offacilities (Scope1)/tCO

e 834 554 196 1,030 250 548

Emissions from the purchase of electricity,

heat, steam, or cooling by the Company for

its own use (Scope2 Indirect) Location-

based emissions (tCO

e) 878 2,357 738 2,518 652 2,853

Scope 2 (Indirect) Market-based emissions

(tCO

e) 14 1,864 13.3 1,395 6.1 2,035

Total gross Scope 1 and location-based

Scope 2 emissions(tCO

e) 1,713 2,911 933 3,548 902 3,401

Energy consumption* used to calculate

above emissions (kWh) 4,921,509 9,539,260 4,217,496 12,202,282 4,276,721 10,479,910

Carbon intensity ratio: location-based

e emissions reported above normalised

to tCO

e per total GBP £1,000,000 revenue

(Scope 1 and 2)** (tCO

e/revenue) 3.6 1.6 2.2 2.0 2.2 2.2

1. The table sets out Sage’s mandatory reporting on greenhouse gas emissions and global energy use

pursuant to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,

as amended by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 and the

SECR under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon

Report) Regulations2018.

* Energy consumption includes all energy use related to Scope 1 and 2.

** Global revenue in FY24 is £2,332m for Sage during the reporting period. It was £2,184m for the previous

year’s reporting period.

Sage also screens and discloses emissions across all relevant Scope 3 categories as covered within our

SBTitarget.

In FY24, limited assurance of our GHG report has been provided by Bureau Veritas; a copy of the statement can be

found in our Sustainability and Society Report on page 43 www.sage.com/en-gb/company/sustainability-and-

society. Further detail on our Scope 1, 2, and 3 GHG emissions and protocol aligned methodology and emissions

can be found in our ESG Databook on page 4 www.sage.com/en-gb/company/sustainability-and-society.

Energy efficiency actions

Business travel: Air travel is the highest source of emissions within business travel (84%). In FY24 we

enhanced our carbon emission’s travel dashboard, through the addition of a shadow carbon price, to build

awareness with colleagues as to the possible cost of carbon associated with business travel.

Colleague Engagement: Sage recognises the critical role that colleagues play in reducing our carbon

emissions. This year, we launched a programme with Deedster to combine education and action through

anapp. This initiative seeks to help colleagues better understand their personal footprints and provide

guidance on how to reduce their impact.

Property related: We continued to manage our sites effectively and efficiently in FY24 via our Sustainable

Property strategy which seeks to improve the environmental characteristics and efficiency of our property

estate. Sage has seen a year-on-year decrease of certified renewable energy, for FY24 Sage reaching 54%,

compared with 68% in FY23. Examples of energy efficiency initiatives include aLED installation project at

ourCobalt office.

Reduce, reuse, recycle: The IT department continued their ‘Reuse’, ‘Resell’, ‘Recycle’ policy. This involves

collecting old equipment and ensuring it is upcycled and recycled. Sage sells the equipment to an external

party and donates the proceeds to charity.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 39

TCFD recommendation Summary and FY25 priorities

Metrics and Targets continued

b) Disclose Scope 1, Scope 2,

and,if appropriate, Scope 3

greenhouse gas (GHG) emissions,

and the related risks continued.

• Further information can

be found in our Climate Report

Details of our Scope 1, 2 and 3 emissions can be found in the disclosure ‘a’ of the Metrics and Targets Pillar’.

Progress against our emissions reduction target is monitored and managed through our the risks and

opportunities detailed in our climate risk register (see pages 41 and 42).

Methodology

Our methodology underlying our disclosed emissions remains consistent with the previous year and is based

on the “Environmental Reporting Guidelines: including mandatory greenhouse gas emissions reporting

guidance” (March 2019) issued by the Department for Business, Energy & Industrial Strategy (BEIS). This

methodology is consistent with the World Resources Institute’s Greenhouse Gas Protocol (GHGP) Corporate

Accounting and Reporting Standard. We have also used the UK government emissions factors for company

reporting (published by BEIS in 2023), combined with the most recent International Energy Agency (IEA)

international conversion factors (2022) for non-UK electricity within our reporting methodology. We have

alsoused EcoAct’s emission factors tool for Well to Tank (WTT) and WTT (Transport & Distribution) for non-UK

sites as BEIS/DBT no longer publishes them. These emission factors are based on the specific fuel mix of

eachcountry’s electricity generation. For Scope 3 emissions sources, we have used a combination of the

Comprehensive Environmental Data Archive (CEDA version 6) and UK government greenhouse gas emission

factors. As our data collection improves, we aim to collect more supplier specific data.

Our purchased goods and services calculation has used supplier-specific data from the CDP Supply Chain

questionnaire where relevant. Working with CDP and other partners we aim to increase the proportion

furtherin subsequent years as more suppliers make use of this service. In some cases, we have extrapolated

total emissions by using available information from part of a reporting period and extending it to apply to

the full reporting year.

For example, this has occurred where supplier invoices for the full reporting year were not available prior

tothe publication of this year’s Annual Report and Accounts. Extrapolations have taken place based on

ahierarchy of data availability in line with the GHGP guidance for carbon accounting. For further details,

ourmethodology document can be found at www.sage.com/investors/.

Reporting period

Our Mandatory Greenhouse Gas reporting period is 1 October 2023 to 30 September 2024 and is aligned with

our financial reporting year.

Organisational boundary and responsibility

We report our emissions data using an operational control approach to define our organisational boundary

which meets the definitional requirements of the Companies Act 2006 (Strategic Report and Directors’

Report) Regulations 2013 and the UK Streamlined Energy & Carbon Reporting (SECR) regulations 2019

inrespect of the energy consumption and emissions for which we are responsible. Under this approach,

wehaveaccounted for 100% of GHG emissions from operations over which Sage has control.

Carbon intensity

To express our annual emissions in relation to a quantifiable factor associated with our operational

activities, we have used “annual revenue” in our intensity ratio calculation as this is the most relevant

indication of our growth and provides for a good comparative measure over time.

c) Describe the targets used

bythe organization to manage

climate-related risks and

opportunities and performance

against targets.

• See Protect the Planet targets on page 31

• See Climate risks and

opportunities table below

• Further information can

be found in our Climate Report

Fully consistent with TCFD recommendations

Targets related to net zero

We have committed to net zero by 2040, and to reduce absolute Scope 1, 2, and 3 emissions by 50% by 2030

against a 2019 baseline. We are also committed to the SBTi, the UN climate change Race to Zero and the UN

Global Compact Business Ambition for 1.5ºC.

We continue to work towards our SBTi-validated carbon targets. Since FY19 our market-based emissions have

fallen by 16.6%, against an SBTi glidepath of 22.7%, reducing from 193,951 tCO

e to 193,430 tCO

e in FY24. See

our FY24 Climate Report www.sage.com/en-gb/company/sustainability-and-society/ for more detail on our

2030 target, 2040 targets and Net Zero Transition Plan.

Targets and metrics related to our climate risks and opportunities

Our Protect the Planet strategy outlines our core climate-related targets, which includes our Net Zero

Transition Plan, our target to support of SMBs in reducing their emissions, and our advocacy for SMBs to

enable them to align to sustainability standards. We have established metrics to monitor the progress of our

targets and manage or climate related risks. We have included further detail on these in our FY24 Climate

Report www.sage.com/en-gb/company/sustainability-and-society/.

For example, the opportunities for renewable energy procurement have been via the percentage of electricity

sourced from renewable energy contracts. Where these contracts approach renewal, we seek to procure

renewable energy.

FY25 priorities

We will continue to monitor the climate targets we have in place, providing quantitative disclosures against

targets where possible.

TCFD continued

40 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Our key climate-related risks and opportunities

Risk

Maturity

Time

horizon

Climate

scenario

analysis

Transition risks

Changing Customer

Behaviour and Needs

Sub-type

Market

Sage is closely linked to economic activity and the success of SMB markets.

However, SMB markets and businesses are more exposed and lessresilient to the

impacts of climate change. An increase in global disruption due to climate change

could reduce economic activity and lead to a lower demand for Sage services.

Metric used: % of customer base in high / medium / low climate risk sector

FY24 update: We have taken a proactive stance to understand the carbon footprint

of our products through Life Cycle Assessments (LCAs) to provide improved transparency

on the environmental impacts of our products, empowering customers to make

informed choices. See page 13 of Climate Report www.sage.com/en-gb/company/

sustainability-and-society.

S-M

(2023)

Increasing Cost of

Energy and Carbon

Sub-type

Regulation & Technology

Offices, hosting services, and data centres are energy-intensive operations. If

thecost of carbon increases, this could make the Group’s operating costs more

expensive. Sage may need to mitigate costs and risk through increased carbon

efficiency, and/or consider where these costs are absorbed.

Metric used: Travel dashboard shadow carbon price

FY24 update: Sage continues to prioritise direct emission reductions and aligns

withthe SBTi’s net zero standard. We have furthered our understanding of the levers

involved in our decarbonisation glidepath, including conducting research to assess

potential future carbon prices and costs associated with removing residual emissions.

S-M

(2023

&2024)

Reputational Damage

Sub-type

Reputation

Stakeholders’ expectations regarding ambitious carbon targets and climate

advocacy are increasing. They are applying greater scrutiny to how Sage aligns all

business activities to its Net Zero Transition Plan. Sage may suffer reputational

damage if we miss targets or are inactive in this space.

Metric used: Progress in our Scope 1, 2, and 3 carbon emissions reductions

FY24 update: Sage’s sustainability progress has been externally recognised, including

validation of our decarbonisation pathway (via SBTi approval). In FY25, we will begin

monitoring the impact of our Sustainability and Society strategy on reputation and

sentiment , through expanding Sage’s existing reputation monitoring programme.

S-M N/A

Physical risks

Workforce

Productivity

Sub-type

Chronic & Acute

Increasing extreme weather events may leave offices and homes unfit for work. This

could reduce workforce productivity by making it difficult for employees to work

during certain times.

Metric used: % of business-critical sites with business continuity playbooks

FY24 update: Based on our climate scenario analysis, sites have been prioritised

for the implementation of risk mitigation measures (e.g. business continuity

playbooks) to ensure procedures are in place to protect colleagues.

(2022

&2024

Damage to Facilities

Sub-type

Chronic & Acute

Extreme weather events have the potential to disrupt or damage Sage sites and

facilities. Flooding, heatwaves, droughts and rising sea levels could all impact

ourfacilities. Insufficiently prepared facilities could be unable todealwith more

frequent and intense occurrences of such events.

Metric used: % of business-critical sites with business continuity playbooks

FY24 update: Based on our climate scenario analysis, sites have been prioritised

for the implementation of risk mitigation measures (e.g. business continuity

playbooks) to ensure procedures are in place to protect sites.

(2022

&2024)

Hosting Resilience

Sub-type

Chronic & Acute

Sage has a number of centralised public cloud providers, as well as hosting services.

This infrastructure could be vulnerable to persistent and extreme weather events.

These events could become more frequent, reducing service availability and

customer experience.

Metric used: third-parties with climate risk integrated in management plans

FY24 update: We are engaging with our most important hosting partners to better

understand how they are factoring climate risk into recovery and continuity plans.

S-M

(2022)

Key— Maturity Key—Risk assessment period

Increase

No change

Decrease

Short term: 1-5 years; Medium term: 5-15 years; Longer term: 15-30 years

Sage has selected time horizons to harmonise with national and international climate

policiesand goals, including the 2015 international Paris Agreement, as well as our

three-year strategic plan.

Key—Stakeholder groups

Colleagues Customers Society Shareholders

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 41

Risk

Maturity

Time

horizon

Climate

scenario

analysis

Opportunities

Retaining and Hiring

Superior Talent

Sub-type

Efficient and

mindfulworkforce

It is important for employers to demonstrate sustainability as a cultural value. This can

help attract and retain environmentally conscious talent. A more climate-informative

hiring process can show how active Sage is in retaining and attracting talent.

FY24 update: We continued to review and articulate sustainability-related aspects

of our colleague value proposition, including improvements to rewards and benefits

and L&D opportunities.

S-M N/A

Renewable Energy

Procurement

Sub-type

Energy source

Sage could ingrain renewable energy provision into our facility management plans.

Progress of this provisioning is tracked, which can support Sage building managers,

landlords and hosting services to develop and innovate more carbon-efficient

buildings. Combined pressure from Sage, its peers and society can help reduce

carbon emissions and costs.

FY24 update: We completed a review to understand opportunities toextend the

breadth and quality of renewable provisions across our estate. Thisreview has

resulted in an agreement in the UK to procure Carbon Free Energyfrom Good Energy

for our largest UK site, Cobalt in Newcastle.

S-M N/A

Site Strategy

Sub-type

Resource efficiency

Our Sustainable Property Strategy presents an opportunity to reduce the business’s

carbon footprint, operational costs, and vulnerability to extreme weather events.

FY24 update: Where new sites open and leases renew, we ensure that their climate

and environmental impact is understood by relevant Sage colleagues and

minimised where possible.

S-M N/A

New Products

andServices

Sub-type

Products and services

Climate change demands are presenting a new opportunity for Sage to develop

products and services for its SMB customers’ that will help them tackle the

challenges of climate change and put sustainability at the core of their business.

FY24 update: Sage has continued to support SMBs through ongoing improvements

and roll out of Sage Earth in the UK. This activity is monitored by the introduction

of aligned LTIP targets to achieve Sage’s ‘Tech for Good’ ambitions.

S-M N/A

Enhanced Brand

Sub-type

Reputation

Sage has an opportunity to help SMBs fight climate change and be their voice

forthe future, supporting them when it comes to lobbying for change.

FY24 update: Sage’s sustainability and climate leadership was externally recognised

by leading awards: being awarded the UK’s most sustainable company by TIME

magazine, and an EcoVardis Gold award.

In FY25, we will begin monitoring the impact that our Sustainability and Society

strategy is having on reputation and sentiment through expanding Sage’s existing

reputation monitoring programme.

S-M N/A

TCFD continued

42 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Non-financial and sustainability information statement

Human rights

We respect the most fundamental of human rights

includingno child labour, no forced labour or modern

slaveryand the freedom of association. We pay special

attention to addressing the human rights identified as

potentially higher impact to our sector, through Respecting

privacy and protecting data; Developing inclusive and

accessible products; Responsible development and use

ofArtificial Intelligence (AI); and Protection from modern

slavery and promoting sustainable supply chain practices.

Following a human rights saliency assessment completed in

FY24, we strengthened our human rights commitment within

our Code of Conduct and produced a Human Rights Charter.

Weconduct appropriate due diligence on our partners, and

allof our partners and suppliers are required to adhere to

theprinciples set out inthe Supplier and Partner Code

ofConducts, including on human rights. Details on our

duediligence processes continue to be reported in our

ModernSlavery Statement available at www.sage.com/

investors/governance.

Governance and oversight

We recognise that assurance over our business activities

andthose of our partners and suppliers isessential. During

FY24 we monitored and reported onthecompletion ofour

mandatory Code of Conduct training for all colleagues. You

can read moreabout ourrisk management and Principal

Risks frompage62to 72.

Tax strategy

We publish our tax strategy on our website (www.sage.com/

investors/governance/tax-strategy) and are committed to

managing our tax affairs responsibly and incompliance with

relevant legislation. Our tax strategy is aligned to our Code

of Conduct and Sage’s Values andBehaviours and is owned

and approved by the Audit and Risk Committeeannually.

Anti-bribery and corruption

Sage has an anti-bribery and corruption policy which details

our zero-tolerance approach to all forms of bribery and

corruption. We use Transparency International’s Corruption

Perceptions Index to inform our risk based approach to

ourdue diligence on customers, suppliers and partners,

which is codified in our third-party due diligence policy.

Our dedicated Business Due Diligence team supports

colleagues in fulfilling their third-party due diligence

obligations. We also require our partners to adopt our

position on bribery and corruption and we support them

indoing so by clearly setting out our expectations in our

Partner Code of Conduct.

Sage’s anti-bribery and corruption policy, together with

associated whistleblowing procedures and grievance

mechanisms, are designed to ensure that colleagues and

other parties, including contractors and third parties, are

able to report any instances of poor practice safely through

an independent organisation. All reports received via this or

any other reporting mechanism are thoroughly investigated

and reported to the Audit and Risk Committee, which reviews

each case and its outcomes. None of our investigations

during FY24 identified any systemic issues or breaches

ofour obligations under the Bribery Act 2010.

The anti-bribery and corruption policy is supported by our

gifts & hospitality and conflicts of interest policies and

theirsupporting declaration and approval procedures,

aswell as periodic audits and reminders. Further details

onour policies and procedures in this area can be found

onpage39 of our Sustainability and Society Report available

at www.sage.com/en-gb/company/sustainability-and-society.

Ethics and

governance

Non-financial and Sustainability

InformationStatement

Information as required byregulation can be found on the

following pages:

Environmental matters pages 30 to 31, and 35 to 42

Our employees pages 24 to 29, and 50 and 51

Social matters pages 30 to 33, 43, and 52 and53

Human rights page 43

Anti-corruption and anti-bribery page 43

Climate-related disclosures pages 35 to 42

Business model pages 8 and 9

KPIs pages 22 and 23

Principal Risks pages 62 to 72

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 43

Section 172(1) statement

After due and careful consideration

ofthe requirements set out in section

172(1)(a) to (f) of the Companies Act

2006 (“section 172(1)”) and referred

toin the UK Corporate Governance

Code 2018, the Directors believe that,

during the year under review, they have,

individually and together, acted in the

way they consider, in good faith, would

be most likely to promote the success

of the Company for the benefit of our

shareholders, having regard to the

matters set out in section 172(1).

The Board understands its duties

undersection 172(1) and ensures that

its decision-making is underpinned

bythese duties and complies with its

obligations. Delegation by the Board to

the Executive Leadership Team and the

wider leadership team to manage the

day-to-day operations embeds the

principles of section 172(1) beyond the

Board’s decision-making and into how

we operate as a business. This approach

also encourages our colleagues to promote

long-term sustainable success and

consider our stakeholders, while

aligning with our Values.

Throughout the year, the Board has

engaged directly and indirectly with

stakeholders to understand the matters

that are most important to them and

the ways in which Board decisions may

impact them, in order to balance their

needs, interests and expectations.

Bytaking account of the Company’s

purpose and values together with its

strategic priorities, we aim to make

sure that Board decisions are informed,

fair and consistent.

Further information on how the Board

and wider Group have engaged with our

stakeholders during FY24 is set out on

pages 48 to 54.

Section 172

(1) limbs

Further information on how section 172(1) has been applied by the Directors

can be found throughout the Annual Report:

Section 172 duties

Consequences of decisions

in the long term

Interests of employees

Fostering business

relationships with suppliers,

customers, and others

Impact of operations on the

community and the environment

Maintaining high standards

of business conduct

Acting fairly between members

a) The likely

consequences

ofanydecisions

inthelong term

b) The interests of the

company’s employees

44 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024



Read more Pages Read more Pages

Chair’s statement

Our strategy

Sustainability and Society

TCFD

Stakeholder engagement

Principal Risks and uncertainties

10-11

15-21

30-34

35-42

48-54

67-72

Viability Statement

Corporate governance report—Board activities

Corporate governance report—

Nomination Committee

Directors’ Remuneration Report

Directors’ Report

73-74

90-93

100-107

116-155

156-161

Chair’s statement

CEO’s review

Our people and culture

Stakeholder engagement—Colleagues

Principal Risks and uncertainties

10-11

12-14

24-29

50-51

67-72

Chair’s introduction to governance

Corporate governance report—Board activities

Corporate governance report—

How the Board monitors culture

Corporate governance report—Board Associate

76-77

90-93

94-95

96-97

Chair’s statement

CEO’s review

Our business model

Our strategy

Sustainability and Society

Non-financial information statement—

Ethics and governance

10-11

12-14

8-9

15-21

30-34

Stakeholder engagement—

Customers and Society

Principal Risks and uncertainties

Corporate governance report

Corporate governance report—

Board activities

49, 52-53

67-72

75-99

90-93

Chair’s statement

CEO’s review

Sustainability and Society

TCFD

10-11

12-14

30-34

35-42

Non-financial information statement—

Ethics and governance

Stakeholder engagement—Society

Principal Risks and uncertainties

Corporate governance report—Board activities

52-53

67-72

90-93

Chair’s statement

CEO’s review

Our people and culture

Sustainability and Society

TCFD

Non-financial information statement—

Ethics and governance

Stakeholder engagement

10-11

12-14

24-29

30-34

35-42

48-54

Corporate governance report—

Board activities

Corporate governance report—

How the Board monitors culture

Corporate governance report—

Board evaluation

Corporate governance report—

Audit and Risk Committee

90-93

94-95

98-99

108-115

Stakeholder engagement—Shareholders

Corporate governance report—Engagement

with shareholders

Corporate governance report—Board activities

Directors’ Remuneration Report

Directors’ Report

90-93

116-155

156-161

c) The need to foster

thecompany’s business

relationships with suppliers,

customers, and others

d) The impact of the

company’s operations

onthe community and

theenvironment

e) The desirability

ofthecompany

maintaininga

reputationfor

highstandards of

businessconduct

f) The need to act fairly

asbetween members

ofthecompany

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 45

Section 172(1) statement continued

Principal decisions by the Board during FY24

The principal decisions outlined here demonstrate how the Board has assessed different stakeholder interests when considering

strategic actions. These decisions were selected as they were determined to have the most substantial impact on our

stakeholders during the year.

Board considerations

During the year, the Board considered, in accordance with Sage’s disciplined

capital allocation policy, the acquisitions of Infineo SAS (Infineo) and Tritium

Software, S.L. (Tritium). While consideration was given to all stakeholder

categories, creating a seamless customer experience was a top priority for

theBoard. With both companies being existing Sage partners, their solutions

werealready sold with certain Sage products, and the acquisitions offered the

potential to expand their capabilities to other products within the Sage portfolio.

Infineo, based in France, specialises in innovative software solutions for business

digital transformation, helping organisations optimise their business processes

and information management with sophisticated reporting solutions. The Board

considered the acquisition a good opportunity to internalize these capabilities

and develop Sage’s breadth in reporting functionality, and was comfortable that

the decision was aligned with Sage’s long term strategic priorities. The Board was

also cognisant of the impact on colleagues, both for Sage and Infineo, and noted

the integration plan before providing their approval for the acquisition. The

acquisition of Infineo was completed in September 2024.

Tritium, based in Spain, provides a management solution for field-based sales

teams, designed to monitor sales, KPIs and performance metrics, focused on

SMBs.The Board identified and considered the positive impact on customers of

acquiring the business, in view of the product’s proven success and the enhanced

proposition it offers. The Board also reflected on the impact of acquiring the

business on Sage’s workforce, considering that Sage would benefit from the

expertise that Tritium’s colleagues would bring. With the potential to attract

newcustom and bring high-performing colleagues into Sage, the Board regarded

the acquisition as an attractive growth opportunity. The acquisition of Tritium

was completed in October, 2024, after the FY24 year end.

As with all acquisitions, the impact on shareholders was a key consideration, and

the Board was comfortable with the value creation potential based on expected

post-acquisition performance and alignment with Sage’s strategy.

The acquisitions of Infineo SAS

and Tritium Software, S.L.

Outcome

The Board approved the acquisition of

Tritium Software, S.L. and Infineo SAS in

light of the stakeholder considerations.

Section 172(1) limbs

Stakeholders considered

Principal decision by the Board

The acquisitions of Tritium

Software,S.L. and Infineo SAS.

Key—Stakeholder groups

Colleagues Customers Society Shareholders

46 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Board considerations

Over the past three years, significant advancements in AI and digital transformation

have taken place causingbusinesses to consider how these technology changes

can enhance theirproductivity and efficiency. Consequently, the Board reviewed

Sage’s FY21strategic framework to ensure it is aligned with these developments,

totakeadvantage of the significant opportunities these advancements

offerSage,and to meet the expectations of customers.

At the Board Strategy Day in January in 2024, the Board discussed initial thoughts

onhow Sage’s strategy has evolved to meet this opportunity, and how its strategic

framework could be evolved to communicate delivery. Management proposed the

evolved strategic framework at the July Board meeting, with the Board spending

timeunderstanding its different elements. These included the impact on Sage’s

stakeholder groups over time, how growth would be delivered and how maintaining

Sage’s reputation for high standards of business conduct would be addressed.

It was agreed that Sage’s purpose remains as relevant as ever amidst economic

uncertainty and no changes to the purpose were proposed. The Board agreed to

updatethe strategic ambition to ‘create the world’s most trusted and thriving

networkfor SMBs, powered by Sage Copilot’ to reflect the importance of the Sage

Network and Sage Copilot in delivering benefits to customers, from automating

tasksto driving business insights and improvements.

The Board further considered and noted that while the strategic priorities in the

FY21framework have provided good focus and clarity for the business, the Board

agreed to replace the strategic priorities with strategic objectives focused on

specific, measurable outcomes across key regions, products and technology.

The Board discussed Sage’s stakeholder categories and approved the addition

of‘Partners’ to the key stakeholder category, recognising their critical role in

achieving Sage’s ambition.

Finally the Board agreed that Sage’s values remain unchanged and noted how

colleagues use these to guide their behaviour and decision making.

For further information, please see the

Our strategy section on pages 15 to 21.

Evolved strategic framework

Outcome

Following an in-depth Board discussion,

theBoard approved the evolved strategic

framework and to include Partners to the

current list of Sage’s core stakeholders

fromFY25.

Section 172(1) limbs

Stakeholders considered

Principal decision by the Board

Approval of the evolved strategic

framework and add Partners as a key

stakeholder category from FY25

Board considerations

Sage’s London office has been located in the Shard since 2016. With the Company’s

current lease due to expire in 2025, the Board was asked to consider a move to a

new office space which could offer more collaborative space and social amenities

for colleagues, with more potential for space to engage with Sage’s partners and

customers onsite.

The Board noted that the design, look and feel would be similar to that of other

newSage workplaces, such as Sage’s new North America Headquarters in Atlanta.

The Board was also keen to ensure that the sustainability credentials of the

newlocation were aligned to Sage’s sustainability strategy. The Board noted that

the proposed office space, once constructed, will be 100% electric and net zero

carbon in operation, with no fossil fuels used in running the property, and is

targeting a WELL Building Platinum certification.

The Board deliberated on the benefits to key stakeholders of moving, particularly

colleagues and the enhanced collaborative colleague experience offered.

Relocation of Sage’s London Office

Outcome

In view of the benefits offered to our

stakeholders, the Board concluded that

relocating to TowerBridge Court, offered

Sage with the best option and approved

therelocation.

Section 172(1) limbs

Stakeholders considered

Principal decision by the Board

Relocation of Sage’s London Office

fromthe Shard to Tower Bridge Court

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 47

Stakeholder engagement

Engaging with our

keystakeholders

Understanding the needs and expectations of our stakeholders

plays a fundamental role in achieving our strategic aims and

securing long-term success. We strive to maintain regular,

open and positive engagement to build stronger relationships

with our stakeholders, develop our understanding of issues

of importance to them and respond to their feedback. TheBoard

reviews our key stakeholder groups annually to ensure that

they remain closely aligned with our purpose andwith the

Group’s long term strategy.

Following a review of Sage’s strategic framework, the Board

has approved the inclusion of ‘Partners’ in our core group of

stakeholders from FY25, as we recognise the crucial role they

play throughout Sage’s ecosystem to help deliver our ambition.

Partners help to drive a significant portion of our overall

revenue today, which continues to grow and contribute to

ourmutual success.

For us, maintaining high standards of corporate governance

and incorporating stakeholder voices into the Board’s decision

making are central to the integrity and trust that sits at the

heart of our long-term relationships.

Key stakeholder considerations are integrated into Sage’s

Board papers, to enable the Board to have a well-rounded

view of stakeholder interests and proactively consider these

as part of its informed decision-making. The Board recognises

that situations can arise with differing stakeholders interests,

but believes that maintaining a balanced perspective is key

to achieving equitable and sustainable outcomes.

Our key stakeholders*

We recognise that other groups of stakeholders, beyond

thekey groups outlined, are also important to the Group’s

activities. The Board has regard for, and engages with, such

groups in a two-way relationship that is appropriate and

tailored to the extent that they affect, and are affected by,

the Group’s activities.

Sage suppliers, for example, are crucial to our business,

andtherefore the Group aims to build strong relationships

toenhance value and productivity. The Board oversees a

governance model that includes a comprehensive supplier

onboarding process and procurement lifecycle. This includes

conducting sustainability assessments to ensure that Sage

is building an ethical and sustainable supply chainthat is

helping us reduce our carbon footprint to achieve our bold

commitments toget to net zero. Our Supplier Code of Conduct

outlines the standards of behaviour we expect from all our

suppliers on various issues such as: to respect and promote

human rights, to adopt and maintain appropriate health and

safety management systems and to use due skill, care and

diligence to prevent the unauthorised orunlawful processing

ofdata.

Sage’s section 172(1) statement and principal decisions for

FY24 on pages 44 to 47 explains how the Directors have

discharged their responsibilities in view of stakeholder

considerations in taking significant decisions during FY24.

* (Key stakeholders for FY24. From FY25, Partners will also be included in the list of key stakeholders.)

Customers

Read more on

page 49

Colleagues

Read more on

pages 50 and 51

Society

Read more on

pages 52 and 53

Shareholders

Read more on

page 54

48 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Customers

We build every experience

with human insight and

ingenuity, giving people

building business the

confidence to flow

KPI

Customer Experience metrics,

renewalrate by value and Sage

BusinessCloud penetration

Why they matter to Sage

• We put customers atthe heart

ofeverything we do, helping

businesses thrive. SMBs arethe

growth engine of the global economy

and accountants are the professionals

who rely on us to help them deliver a

great service to theirclients, whatever

their size. Werecognise our customers

are adiverse and dynamic group

andweendeavour to build every

experiencefor them with human

insight and ingenuity.

What matters to them

• Customers want technology that

helps them (i) run and grow their

business; (ii) keep their business

compliant; (iii) deliver great

customer service; (iv) access

datathat gives them visibility

intotheir business and delivers

actionable insights; and (v) automate

workflows to reduce administrative

tasks and save them time.

• Improving efficiencies and

productivity remain priorities,

butcustomers are also interested

inthewellbeing of theirpeople,

theenvironment, andtheir role

inprotecting it.

How Sage engages at Board level

• Regular updates were provided by

theCEO to the Board on operational

priorities to deliver a simplified and

high-quality customer experience which

includes thethemes from customer

feedback, helping to further the Board’s

understanding of what our customers

value. Frequent cybersecurity updates

were also provided, to give the Board

visibility of Sage’s efforts to mitigate

cyber risks across the business and

protect customer data. Additionally,

theBoard were kept up to date on the

development of the Sage Network

throughout the year, with aparticular

focus on understanding itsbenefits

forcustomers and how AI services and

offerings were being integrated into

thecustomer experience.

• In September 2024, the Board met with

customers and partners in a ‘round

table’ in North America, which enabled

the Board togain deeper insights into

customer needs andunderstand how

collaboration with our Partners is

enhancing value for our customers.

During the year, our Chair, Andrew Duff

attended our Sage Transform event

inLas Vegas and met with partners to

discuss how Sage can work together and

contribute further to enrich customer

offerings. Derek Harding, Non-executive

Director, also attended Accountex London

to meet Sage customers, as we showcased

the capabilities of Sage Copilot.

How Sage engages across the Group

• In April 2024, we launched Sage Copilot,

our new generative AI

poweredproductivity assistant

whichautomates tasks and provides

insights to fuel growth and efficiency,

empowering customers to make smarter

business decisions. To ensure that Sage

Copilot aligns with what matters most

toour customers, we made Sage Copilot

available to an initial group of customers,

enabling us to co-create and refine its

capabilities through continuous feedback.

Working closely with these early users,

we incorporated their insights on

high-impact workflows. As we expand

Sage Copilot’s rollout, we’re scaling

these benefits for a wider audience.

• Sage made a number of strategic

acquisitions to bring new capabilities

into the business. In addition to the two

acquisitions already mentioned on page

46, we purchased Anvyl, which delivers a

cost-effective Supply Chain Execution

solution to provide SMBs withcomplete

visibility across their supply chain).

Wealso acquired Bridgetown Software

which expanded Sage’s offering to the

construction and real estate market.

• Our Customer Connect initiative continued

during the year. The initiative includes

activities such as call listening to help

colleagues understand Sage’s customer

pain points and assistance needs. More

than 1900, customer connect hours were

logged by colleagues. 27customers were

involved in various Marketplace activities

in the UKI and North America across

18events, such asour Newcastle Customer

Mini Market that gave our Colleagues the

opportunity to purchase goods from

Customers, boosting their revenue.

• In FY24, Sage has grown its global

customer advocacy programme to

over10,000 customer advocates who

rated Sage with an NPS score of +64.

• Our approach to how we capture,

act on, and measure customer

feedback has continued to evolve.

By mapping micromoments (specific

occasions or touchpoints in the

customer journey), we aim to

capture actionable insights

tohelp us clearly understand

andimprove the customer

journeyand experience

• Customers have provided

thousands of authentic reviews

that positioned key products

suchas Sage Intacct and Sage

Accounting as highly ranked on

global review sites. For example G2

and TrustRadius collect verified,

peer-based reviews from business

users that enable buyers to make

more confident decisions. Sage

Intacct has over 3,000 reviews

onG2, with an average rating of

4.3/5 stars, highlighting how much

our customers value the product

• Our Customer Satisfaction Score

(CSAT), which measures how

satisfied customers are with our

customer service, reached an

impressive 9.5 for the rolling

12 months of FY24. This is an

improvement from 9.4 in FY23,

driven by our dedicated efforts

toenhance the frontline

customerexperience.

Outcomes from engagement

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 49

Stakeholder engagement continued

Colleagues

We are committed to

creating an environment

where colleagues feel

energised to contribute

tothe success of SMBs

KPI

Employee satisfaction

Why they matter to Sage

• Colleagues are our most important

asset at Sage. Every day, they work

tobreak down barriers, unlocking

potential for our people, our

customers and the communities

inwhich we operate. By fostering

trusted connections and

collaborations, Sage aims to

createan environment where

everyone is empowered to

succeed.Our commitment to

doingthe right thing is backed

byaninclusive, high-performing,

andhuman-centered culture that

supports eachcolleague to reach

their fullpotential.

What matters to them

• Colleagues want to work for a

company that values them and

provides them with an opportunity

to be themselves and thrive.

Theyexpect Sage to address

societal issues from diversity and

sustainability to the future of work.

How Sage engages at Board level

• The Board received regular updates on

colleague sentiment, including on the

results of Sage’s bi-annual Pulse Survey

that collects colleague feedback from all

areas of the organization. The Board also

received an update on the implementation

of the Group’s DEI strategy to monitor

progress on delivery and ensure Sage

achieves its three DEI principles of

Diverse Teams, Equitable Culture,

andInclusive Leadership.

• Colleague engagement sessions were

held throughout the year with the Board

in Atlanta, Newcastle, and Barcelona,

where the Board met with leaders and

engaged in two-way discussions. This

wasa good opportunity for the Board to

gain a better understanding of colleague

sentiment, as well as the operations in

the regions and throughout the business,

while allowing colleagues to gain a better

understanding of the role of the Board. In

addition to their regular Board calendar,

Non-executive directors also visited

various Sage offices to meet with colleagues

and enhance their understanding of the

business and colleague views. In June

2024, Andrew Duff, visited our Frankfurt

office to meet with the management team

and whilst there attended a colleague

all-hands meeting. In October 2023,

Non-executive Directors Roisin Donnelly

and Maggie Chan Jones visited our

Atlanta office, while Roisin also then

attended the Sage Global People

Conference in London. Maggie Chan Jones

also met with female colleagues to gain

feedback on flexible working, talent

development for women at Sage and

areasto develop our diversity strategy.

• We appointed our new Board Associate,

Amy Cosgrove, in January 2024. During

theyear, Amy contributed to the Board’s

decision-making by regularly providing

colleague views on topics under discussion.

She also provided colleagues with insights

into the role of the Board through various

engagement activities, including

interviews with Non-executive directors

about their experiences and roles on

Sage’s Board. For more information on

the role of the Board Associate, please

refer to pages 96 and 97.

• The Board also are regularly updated on

the progress of the Sage culture programme

which focuses on establishing a sustainable

high-performance culture, in response to

the renewed focus on pace, growth and

scaling the business.

Further details on how the Board

monitors culture, a key focus in

colleague engagement, is on

pages 94 and 95

50 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

How Sage engages across the Group

• The “All About Us” programme at Sage

encourages colleagues to voluntarily and

confidentially share information to identify

and address inequities, remove barriers,

and gain a clearer picture of diversity

within the company. Global participation

rate has increased to 64% which has

enabled Sage to set and monitor gender

representation targets and improve

ethnicity representation in senior

management, making Sage a more

equitable and inclusive workplace.

• Colleagues are encouraged to use

ourhybrid working approach, to foster

connection and collaboration on shared

office days, creating inclusive environments.

To facilitate this Sagehas developed

next-generation workplaces with various

settings for focusing, Teams calls, and

meetings, along with wellness and

multifaith roomsto support wellbeing.

• High-performance workshops were

heldacross different Sage locations.

During the year, these sessions focused

on empowering our leaders to ‘walk the

talk’ and build a culture that consistently

meets and beats the high standards of

objectives Sage sets itself.

• At Sage we are always looking for ways

inwhich we can support our people.

Forinstance as part of our disability

inclusion journey, we launched a global

Neurodiversity Hub in FY24 to provide

insights, tools, and strategies for

supporting neurodivergent learning. Our

Colleague Success Networks amplified

underrepresented voices and identified

challenges for the DEI team and senior

management to address. We expanded

Cleo, a health and wellbeing app, to offer

personalized support to all individuals

globally. All colleagues now also have

access to a 24/7 Employee Assistance

Programme and an independent,

anonymous whistleblowing hotline.

Ournetwork ofHealthy Mind Coaches

hasbeen strengthened and Sage now

has157 across its locations. Theseare

trained Sage colleagues who have

volunteered tolisten and guide

colleagues with wellbeing support.

• At Sage we all have a responsibility to

dotheright thing whilst delivering on

ourpurpose, and our Code of Conduct

setsclear expectations across Sage for

compliance with ethical standards,

providing unambiguous guidance on how

Sage aims to do the right thing. All Sage

colleagues are required to complete Code

of Conduct training bi-annually. This year,

we also reviewed and updated several

policies, including Wellbeing, Health &

Safety, Diversity Equity and Inclusion, and

Personal Data Protection, and introduced

new policies on Anti-Discrimination and

Bullying & Harassment to protect

colleagues’ wellbeing.

• Sage TV Live broadcasts presentations

onstrategy and quarterly performance

updates by the CEO and CFO, Executive

Leadership Team, and senior management.

Multimedia channels arealso used

internally for sharing information and

asa depository ofinternal news items

ofinterest.

Outcomes from engagement

• Our Glassdoor score remained

broadly stable at4.0 and our eSat

score remained consistent at 76.

• We continue toproactively

monitor, respond andencourage

colleague reviews.

• 85% of Sage colleagues completed

the Pulse Survey in September 2024,

providing the Board with insight

into colleague sentiment across the

Group and direct feedback on areas

that can be improved.

• Focusing on a flexible and

inclusive working structure has

created opportunities for teams to

connect andinnovate, fostering a

creative andcollaborative culture

across thebusiness. This balance

allows Sageto achieve outstanding

results forcolleagues, customers,

and thecommunity.

For further information, please

see the Our people and culture

section on pages 24 to 29

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 51

Society

We tackle digital inequality,

economic inequality, and

the climate crisis, using

our time, technology,

andexperience

KPIs

Sage Foundation volunteering

Why they matter to Sage

• In today’s world, not everyone is given

an equal chance. Discrimination,

bias, lack of education, and unequal

access to technology are creating

barriers for many people to succeed.

It is Sage’s pledge as one of the UK’s

biggest technology companies to

create equal opportunity. We are

committed to investing in education,

technology, and environmental

change to give individuals, SMBs, and

the planet the opportunity to thrive.

• We believe by supporting communities

to knock down barriers to digital and

economic equality andto protect the

planet, we can play a role in creating

a more equal society.

• People in underrepresented groups

or sectors hardest hit by crises need

support to start and grow businesses,

as this is a proven route to long-term

employment, high job satisfaction,

and a better life.

What matters to them

• Having a positive societal and

environmental impact, and a

commitment to diversity, matters

toSage and our customers. We are

ina great position to help SMBs

align their business practices

withsocietal values, leading

tosustainable growth and

long-term success.

How Sage engages at Board level

• The Board received updates on the

Sustainability and Society strategy

throughout the year. In May 2024, the Board

reviewed progress on our sustainability

strategy deliverables and the evolved Sage

Foundation strategy. In September 2024,

the Audit and Risk Committee received

updates on the FY24 sustainability

reporting suite and reviewed Sage’s

position on non-financial disclosures,

including our position on regulatory

requirements and voluntary disclosures,

such as GRI and SASB. Additionally, the

Remuneration Committee was regularly

updated on the status of the ESG measures

in the Sage Long-Term Incentive Plan so

that the Board can monitor whether they

remain aligned to Sage’s ESG targets and

their progress.

• Maggie Chan Jones, our Non-executive

Director for ESG, attended the

Sustainability, AI and Data Ethics

Committee in February and August

2024togain further insight into

theprogress of Sage’s three key

Sustainability and Society strategic

pillars: Protect the Planet, Tech for

Good,and Human by Design.

How Sage engages across the Group

• The management level AI and Data

EthicsCommittee, established in FY23,

wasmerged with the Sustainability

andSociety Committee to create our

newSustainability, AI, and Data Ethics

Committee after recognising the

importance and interoperability between

the two. The Committee meets quarterly

and provides strategic direction and

ensures that our Sustainability and

Society targets, objectives, and

supporting programmes remain relevant,

ambitious,and on track for delivery.

• Our Data for Good web page was launched

in all markets and included the Insight

Search AI chatbot, providing visibility

toour stakeholders and enabling our

customers to query reports more easily.

• Sage has made strong progress in the

mission to hardwire sustainability into

ouroperations and culture, including by

strengthening Sage’s ESG Principal Risk,

the integration of further ESG risks into

ourenterprise risk management framework

and the review of Sage policies from a

Sustainability and Society perspective.

Weembedded ESG expertise further in

theM&A due diligence process to help

mitigate sustainability related risks,

opportunities and impact.

Stakeholder engagement continued

52 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Outcomes from engagement

• We have invested in upskilling our

colleagues to empower them to achieve

ourSustainability and Society Goals:

1) AI and Ethics general awareness training

modules were launched for all colleagues

toensure thatAI is used appropriately

throughout the business

2) Sage has partnered with Sustainability

Unlocked to integrate more than 400

hours of sustainability learning videos

into our Sage Learning platform

3) Climate training was delivered to

colleagues in the UK, Ireland, Spain,

France, Belgium, Morocco, South Africa,

the US and Canada

4) Following a successful pilot in Newcastle

and Dublin, we have launched the Deedster

app to colleagues. The app combines

education and action to allow colleagues

tobetter understand their personal carbon

footprints and provide guidance on what

they can do to reduce their impact

5) 560 colleagues from Marketing and

Corporate Affairs were supported with

awareness on avoiding greenwashing.

Atoolkit with practical advice was

incorporated into Sage’s Responsible

Business Language Guide

For further details on achievements,

please refer to the Sustainability and

Society section on pages 30 to 34

• Sage was the top UK business listed

inthe World’s Most Sustainable

Companies 2024 by TIME Magazine

and Statista.

• The company was named for a second

year in the Financial Times’ 2024

Europe’s Climate Leaders list and

received an A- Leadership score on CDP.

• Sage Foundation met or exceeded all

of its impact goals in FY24 by:

• raising $644,858

• volunteering 159,714 hours during

theyear

• equipping 18,750 people with the

skills they need to access further

opportunities, including more than

15,000 young people taking part in

our First Lego League programme

delivered in partnership with the

Institute of Engineering and

Technology in the UK and Hands

onTechnology in Germany

• supporting 13,420 underserved

entrepreneurs, including more than

30,000 small business owners who

benefitted from funding through

our partnership with Kiva

• Expanding our various Sage

Foundation partnerships,

suchaswith Teens in AI,

GirlCode,andthe Newcastle

Rugby Foundation, has enabled

usto make significant impacts.

Wehelped 1,000 young people

learn AI andEthics skills through

techathons and aglobal AI4Good

Incubator, supported 1,000 young

South African GirlCoders in acquiring

STEM skills, and brought STEM

learning to over 1,200 school

children in the North-East of the

UK.The BOSS Invest in Progress

programme awarded business

grants, mentorship, training, and

technology to25 new Black female

entrepreneurs. Additionally, 100

Sage colleagues participated in the

IDEMS International Tech for Good

Hackathon, leveraging AI and data

science to address real-life issues.

For further details on Sage

Foundation activities, please

refertothe Sustainability

andSociety section on

pages30to34

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 53

Stakeholder engagement continued

Shareholders

We target sustainable

growth in shareholder value

KPIs

Underlying ARR growth,

Renewalrateby value and

Subscriptionpenetration

Why they matter to Sage

• Our shareholders are our owners and

providers ofequity capital, without

whom Sagecould not grow and invest

forfuture success; they are key

beneficiaries in the value we create.

• Their insights and feedback help

toshape our strategic direction,

guideour investment decisions,

andensure we stay aligned with

oursharedvision for success.

What matters to them

• Investors are interested in our

financial and operational performance,

strategy and execution progress,

ESG practices and investment

inthebusiness to drive growth,

foster innovation and enhance

thecustomer experience.

• Sage’s approach togovernance

andhow our ELTandBoard make

decisions, is also of interest to them.

• In addition, they are concerned about

broader societal issues and the role

Sage plays in addressing them.

How Sage engages at Board level

• The Board receives Investor Relations

updates at each Board meeting to

understand shareholder sentiment,

together with ongoing updates from

Sage’s advisors and brokers throughout

the year.

• The Chair held meetings with Sage’s top

shareholders, providing anopportunity

to discuss the Group’s strategic progress

and to listen toshareholder feedback.

• The Board is kept abreast of feedback

from investor meetings afterSage’s

full-year and half-year results

announcements and quarterly

tradingupdates.

• In FY24, the Chair of the Remuneration

Committee along with the Chair of

theBoard consulted with most of

Sage’stop50shareholders and proxy

agencies regarding Sage’s triennial

Remuneration Policy review to engage

inatwo-way dialogue on policy changes.

• All Board members attended the AGM,

which provided a key opportunity for

theBoard to engage directly with

shareholders and for shareholders

tovote on the resolutions.

• The Chair and other Non-executive

Directors, including the Board

Committees Chairs, were available to

attend meetings with major shareholders

at the request of either party to gain an

understanding of any issues or concerns.

• Sage’s material communications to

investors, including results announcements

and the Annual Report, were reviewed and

approved by the Board prior to release.

• The Board recommended an interim and

final dividend payment during the year.

How Sage engages acrosstheGroup

• Senior management and the Investor

Relations team met with numerous

shareholders during the year, including

during several roadshows in the UK and

the US, as well as on an ad-hoc basis.

These meetings provide an opportunity

for management to engage directly

withinvestors on the performance

andstrategy of the company.

• We also held an annual event for equity

analysts to meet with our broader

management team, providing an

opportunity to build closer relationships

with the analyst community, and for

analysts to ask questions directly of

themanagement team.

• The Investor Relations team, in

conjunction with Finance and other

teams within the Group, prepared and

published all results announcements

during the year.

• The Investor Relations team provided

updates on the equity markets and

shareholder views to relevant teams

within the business.

• Our website, www.sage.com/investors,

continues to be an important channel

for communicating with all stakeholders,

including investors.

• Proactive engagement with

shareholders and analysts has

helped ensure a good understanding

of investor sentiment, as well as

support for the Group’s management

and strategy, and buy-in to capital

allocation decisions.

• We have fostered constructive

relationships with our top

shareholders at multiple levels

within the organisation, including

the Chair, CEO, CFO, members of the

ELT and the Investor Relations team.

• We have proactively targeted new

investors, particularly those based

in the US, resulting in Sage’s

proportion of US institutional

ownership increasing to 39%.

Outcomes from engagement

54 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Financial review

Introduction

Sage achieved strong, broad-based

revenue growth together with

significantly higher profits and

cashflows.

Underlying total revenue increased

by9% to £2,332m, with all regions

contributing to growth, including

North America at 12%, the UKIA region

at 8%, and Europe at 6%. Growth was

driven by robust demand for our

solutions and services, as SMBs

continue to digitalise their accounting,

HR and payroll processes.

Financial review

Sage delivered a strong

financialperformance in FY24

through focused strategic

execution. Disciplined

capital allocation is enabling

ongoinginvestment together

withstrong shareholder returns.

Jonathan Howell

Chief Financial Officer

Sage’s growth was underpinned by

astrong performance in underlying

ARR, which increased by 11% to

£2,339m(FY23: £2,112m), reflecting

good levels of growth from new

andexisting customers and

strongretention rates.

This led to an increase in underlying

recurring revenue of 10% to £2,257m.

Asaresult, 97% of Sage’s total revenue

is now recurring, reflecting the high

quality and resilient nature oftheGroup.

On an organic basis, total revenue

grewby 9% to £2,332m (FY23: £2,134m)

while ARR grew by 11% to £2,334m

(FY23: £2,112m).

Underlying operating profit grew by

21%to £529m, leading to a particularly

strong increase in operating margin

of220 basis points to 22.7%. This was

driven by strong revenue growth and

operating efficiencies, with disciplined

cost management enabling ongoing

strategic reinvestment.

Reflecting this progress and the

impact of the share buyback

programme, underlying basic

EPSincreased by23%to37.9p.

The Group remains highly cash

generative. Free cash flow increased

by30% to £524m, underpinned by

excellent cash conversion of 123%,

reflecting growth in subscription

revenue and continued good working

capital management.

In line with our disciplined approach

tocapital allocation, we continue to

invest in both organic and inorganic

growth, while delivering shareholder

returns. TheBoard is proposing a

finaldividend of13.50p per share,

representing atotal dividend in respect

of FY24 of 20.45p per share, an increase

of 6%. We have also announced a share

buyback programme of up to £400m,

tobe executed in FY25, reflecting

strong cash generation, ourrobust

financial position and theBoard’s

confidence in Sage’s futureprospects.

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.

1. Figures provided on an underlying basis unless otherwisestated. Underlying and organic revenue andprofit measures are defined in the Glossary.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 55

Financial review continued

Statutory and underlying financial results

Financial results

Statutory Underlying

FY24 FY23 Change FY24 FY23 Change

North America £1,052m £973m +8% £1,052m £940m +12%

UKIA

£670m £627m +7% £670m £620m +8%

Europe £610m £584m +5% £610m £573m +6%

Group total revenue £2,332m £2,184m +7% £2,332m £2,133m +9%

Operating profit £452m £315m +43% £529m £438m +21%

% Operating profit margin 19.4% 14.4% +5.0 ppts 22.7% 20.5% +2.2 ppts

Profit before tax £426m £282m +51% £502m £407m +23%

Profit after tax £323m £211m +53% £382m £315m +21%

Basic EPS 32.1p 20.7p +55% 37.9p 30.9p +23%

2. United Kingdom & Ireland, Africa and Asia-Pacific (APAC).

The Group achieved statutory and underlying total revenue of £2,332m in FY24. Statutory total revenue increased by 7%,

reflecting underlying total revenue growth of 9%, offset by a 2-percentage point foreign exchange headwind, as sterling

strengthened against the US dollar and other international currencies compared to the prior year.

Statutory operating profit increased by 43% to £452m, reflecting a 21% increase in underlying operating profit to £529m,

together with a £64m decrease in recurring and non-recurring items

, reflecting lower M&A-related charges in FY24 together

with non-recurring restructuring charges in the prior year.

Statutory basic EPS increased by 55% to 32.1p, reflecting higher underlying operating profit, lower net finance costs and

thepost-tax impact of lower recurring and non-recurring items. Underlying basic EPS increased by 23% to 37.9p, primarily

reflecting higher underlying operating profit.

Revenue

The Group increased underlying total revenue by 9% to £2,332m (FY23: £2,133m), with all regions contributing to growth.

InNorth America, revenue grew by 12%, driven by a good performance from Sage Intacct together with continued growth

inSage 50 cloud and Sage 200 cloud. In the UKIA

region, revenue increased by 8%, driven by Sage Intacct together with cloud

solutions for small businesses. In Europe, revenue increased by 6%, with growth across our accounting, payroll and HR solutions.

Throughout the Group, our principal focus is to grow Sage Business Cloud, comprising our cloud native

and cloud connected

solutions, by attracting new customers and delivering further value to existing customers. Sage Business Cloud solutions

enable customers to benefit from a growing range of cloud services as part of the Sage Network, leading to deeper customer

relationships and higher lifetime values.

As a result, Sage Business Cloud total revenue increased by 16% to £1,871m (FY23: £1,619m), driven by growth in cloud native

revenue of 23% to £732m (FY23: £597m) 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 £2,257m (FY23: £2,048m), with software subscription revenue up by

13%to£1,910m (FY23: £1,694m) leading to subscription penetration of 82% (FY23: 79%). As a result, 97% of the Group’s

revenueis recurring.

On an organic basis, total revenue grew by 9% to £2,332m (FY23: £2,134m), whilst recurring revenue grew by 10% to £2,257m

(FY23: £2,049m).

Revenue by region

North America FY24 FY23 Change Organic Change

US £918m £819m +12% +12%

Canada £134m £121m +11% +11%

Underlying total revenue £1,052m £940m +12% +12%

In North America, underlying total revenue increased by 12% to £1,052m, with growth across Sage’s key accounting solutions,

particularly among mid-sized businesses. Recurring revenue grew by 13% to £1,028m (FY23: £913m), while subscription

penetration increased to 81%, up from 78% in the prior year.

3. Recurring and non-recurring items are defined in the Glossary and detailed in note 3.6 of the financial statements.

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

5. Cloud connected solutions are deployed on premise with significant functionality delivered through the cloud.

56 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

In the US, total revenue increased by 12% to £918m, with growth moderating compared to the prior year. Sage Intacct, which

represents over 40% of US revenue, grew by 24% to £385m (FY23: £311m), driven by strength across multiple verticals including

not-for-profit and construction & real estate. Revenue was also driven by Sage 200 cloud, Sage 50 cloud and Sage X3, reflecting

good levels of upsell to existing customers and higher pricing, together with growth from new customers.

In Canada, total revenue grew by 11% to £134m, driven mainly by Sage 50 cloud which saw strong renewals and new customer

acquisition, together with growth in Sage 200 cloud. In addition, Sage Intacct grew strongly, while Sage HR achieved good

traction following its Canadian launch earlier in the year.

UKIA FY24 FY23 Change Organic Change

UK & Ireland (Northern Europe) £505m £471m +7% +7%

Africa & APAC £165m £149m +11% +11%

Underlying total revenue £670m £620m +8% +8%

In the UKIA region, underlying total revenue increased by 8% to £670m, with continuing strength across the portfolio including

accounting, HR and payroll solutions. Recurring revenue also grew by 8% to £655m, while subscription penetration was 89%,

inline with the prior year.

In the UK & Ireland, total revenue grew by 7% to £505m. Sage Intacct made a significant contribution, benefitting from strong

new customer wins, with momentum continuing to build throughout the year.

Alongside Sage Intacct, Sage’s cloud native solutions for small businesses including Sage Accounting, Sage Payroll and Sage HR

delivered good levels of growth, mainly through new customer acquisition. Revenue was also driven by growth in accountancy

practice management tools, supported by the continued adoption of Sage for Accountants. In addition, Sage 50 cloud and Sage 200

cloud continued to perform well, with growth mainly from existing customers through good levels of upsell and higher pricing.

In Africa and APAC, total revenue grew by 11% to £165m, with strong growth in Sage Accounting, Sage Payroll and Sage HR driven

by good levels of new customer acquisition, while Sage Intacct also performed well, off a small base. In addition, Sage X3 and

local products within the Sage 200 cloud and Sage 50 cloud franchises continued to contribute to growth.

Europe FY24 FY23 Change Organic Change

France £309m £290m +6% +6%

Central Europe £148m £140m +6% +6%

Iberia £153m £143m +7% +7%

Underlying total revenue £610m £573m +6% +6%

Europe achieved underlying total revenue growth of 6% to £610m, reflecting a strong performance particularly in Sage 200

cloud, Sage 50 cloud, HR and payroll solutions. Recurring revenue grew by 8% to £574m (FY23: £531m), while subscription

penetration increased to 76%, up from 70% in the prior year.

In France, total revenue grew by 6% to £309m driven by accounting solutions. Sage 200 cloud was a significant contributor

togrowth, as was Sage X3 which continued to benefit from strong demand. Solutions for accountants performed well, driven

by accelerated upsell of add-ons. Payroll and HR solutions also contributed to growth within the region.

Central Europe achieved a total revenue increase of 6% to £148m. Cloud HR and payroll solutions, which represent almost half

of the region’s revenue, grew particularly strongly, driven by upsell to existing customers together with new customer wins.

Growth was also driven by Sage 200 cloud, mainly through sales to existing customers.

In Iberia, total revenue grew by 7% to £153m, reflecting strength across Sage 200 cloud and Sage 50 cloud, driven by renewals,

higher pricing and new customers. Iberia also achieved good levels of growth from accountants, complemented by the recent

launch of Sage for Accountants in Spain.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 57

Financial review continued

Revenue—underlying and organic reconciliation to statutory

Total revenue bridge FY24 FY23 Change

Statutory £2,332m £2,184m +7%

Recurring items – –

Impact of FX

– (£51m)

Underlying £2,332m £2,133m +9%

Disposals – –

Acquisitions – £1m

Organic £2,332m £2,134m +9%

Statutory, underlying and organic total revenue was £2,332m in FY24. Underlying revenue in FY23 of £2,133m reflects

statutory revenue of £2,184m retranslated at current year exchange rates, resulting in a foreign exchange headwind of £51m.

Organic revenue in FY23 of £2,134m reflects underlying revenue of £2,133m, adjusted for £1m of revenue from Corecon which

was acquired during FY23.

Operating profit

Underlying and organic operating profit grew by 21% to £529m (FY23: £438m), resulting in a particularly strong increase

inoperating margin of 220 basis points to 22.7% (FY23: 20.5%). This was driven by strong revenue growth and operating

efficiencies, with disciplined cost management supporting ongoing investment.

Operating profit—underlying and organic reconciliation to statutory

Operating profit bridge

FY24 FY23

Operating

profit

Operating

margin

Operating

profit

Operating

margin

Statutory £452m 19.4% £315m 14.4%

Recurring items

£82m £103m

Non-recurring items

• Property restructuring – £32m

• Employee-related costs (£3m) £9m

• Reversal of restructuring costs (£2m) (£3m)

Impact of FX

– (£18m)

Underlying £529m 22.7% £438m 20.5%

Disposals – – – –

Acquisitions – – – –

Organic £529m 22.7% £438m 20.5%

6. Impact of FX retranslating FY23 revenue and costs at FY24 average rates.

7. Recurring and non-recurring items are defined in the Glossary and detailed in note 3.6 of the financial statements.

8. Impact of retranslating FY23 revenue at FY24 average rates.

The Group achieved a statutory operating profit in FY24 of £452m. Underlying operating profit of £529m in FY24 reflects

statutory operating profit adjusted for recurring and non-recurring items.

Recurring items of £82m (FY23: £103m) comprise £48m of amortization of acquisition-related intangibles (FY23: £54m)

and£34m of M&A-related charges (FY23: £49m). Non-recurring items in FY24 comprise a £3m reversal of employee-related

charges for French payroll taxes relating to previous years (FY23: £9m charge), and a £2m reversal of restructuring costs

(FY23: £3m). Non-recurring items in FY23 also include property restructuring charges of £32m. Together, recurring and

non-recurring items reduced by £64m compared to the prior year.

In addition, the retranslation of FY23 underlying and organic operating profit at current year exchange rates has resulted

inan operating profit headwind of £18m. This has led to a 40-basis point margin headwind from foreign exchange to 20.5%

(FY23 underlying as reported: 20.9%).

58 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

EBITDA

EBITDA was £622m (FY23: £534m) representing a margin of 26.6%. The increase in EBITDA principally reflects the growth in

underlying operating profit, together with a £5m reduction in underlying depreciation and amortisation to £48m (FY23: £53m)

as a result of property restructuring.

FY24 FY23 Margin

Underlying operating profit £529m £438m 22.7%

Depreciation & amortisation £48m £53m

Share-based payments £45m £43m

EBITDA £622m £534m 26.6%

Net finance cost

The underlying net finance cost for the year decreased to £27m (FY23: £32m), reflecting higher interest income on deposits,

and is broadly in line with the statutory net finance cost of £26m (FY23: £33m).

Taxation

The underlying tax expense for FY24 was £120m (FY23: £92m), resulting in an underlying tax rate of 24% (FY23: 23%).

Theunderlying tax rate has increased principally due to the recent rise in the UK corporation tax rate. The statutory

incometax expense for FY24 was £103m (FY23: £71m), resulting in a statutory tax rate of 24% (FY23: 25%).

Earnings per share

FY24 FY23 Change

Statutory basic EPS 32.1p 20.7p +55%

Recurring items 6.3p 8.8p

Non-recurring items (0.5)p 2.8p

Impact of foreign exchange – (1.4)p

Underlying basic EPS 37.9p 30.9p +23%

Underlying basic EPS increased by 23% to 37.9p, reflecting higher underlying operating profit. Statutory basic EPS increased

by 55%, reflecting the increase in underlying basic EPS together with lower charges for recurring and non-recurring items

compared to the prior year.

Cash flow

Sage remains highly cash generative with underlying cash flow from operations increasing by 23% to £649m (FY23: £528m),

representing underlying cash conversion of 123% (FY23: 116%). This strong cash performance reflects further growth

insubscription revenue and continued good working capital management. Free cash flow growth of 30% to £524m

(FY23: £404m) reflects strong underlying cash conversion.

Cash flow APMs FY24

FY23

(asreported)

Underlying operating profit £529m £456m

Depreciation, amortisation and non-cash items in profit £44m £51m

Share-based payments £45m £43m

Net changes in working capital £55m –

Net capital expenditure (£24m) (£22m)

Underlying cash flow from operations £649m £528m

Underlying cash conversion % 123% 116%

Non-recurring cash items (£5m) (£11m)

Net interest paid and derivative financial instruments (£25m) (£24m)

Income tax paid (£91m) (£85m)

Profit and loss foreign exchange movements (£4m) (£4m)

Free cash flow £524m £404m

Statutory reconciliation of cash flow from operations FY24

FY23

(asreported)

Statutory cash flow from operations £625m £505m

Recurring and non-recurring items £44m £41m

Net capital expenditure (£24m) (£22m)

Other adjustments including foreign exchange translations £4m £4m

Underlying cash flow from operations £649m £528m

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 59

Financial review continued

Net debt and liquidity

Group net debt was £738m at 30 September 2024 (30 September 2023: £561m), comprising cash and cash equivalents of £508m

(30 September 2023: £696m) and total debt of £1,246m (30 September 2023: £1,257m). The Group had £1,138m of cash and

available liquidity at 30 September 2024 (30 September 2023: £1,326m).

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

FY24

FY23

(as reported)

Net debt at 1 October (£561m) (£733m)

Free cash flow £524m £404m

New leases (£26m) (£14m)

Acquisition of businesses (£34m) (£26m)

M&A and equity investments (£41m) (£30m)

Dividends paid (£199m) (£190m)

Share buyback (£348m) –

Purchase of shares by Employee Benefit Trust (£55m) (£1m)

FX movement and other £2m (£29m)

Net debt at 30 September (£738m) (£561m)

The Group’s debt is sourced from sterling and euro

denominated bond notes, together with a syndicated

multicurrency revolving credit facility (RCF).

The Group’s sterling denominated bond notes comprise

a£400m 12-year bond, issued in February 2022, with

acoupon of 2.875%, and a £350m 10-year bond, issued

inFebruary 2021, with a coupon of 1.625%. Sage’s euro

denominated bond notes comprise €500m of 5-year notes,

with a coupon of 3.82%, issued in February 2023 as part of

theGroup’s Euro Medium Term Note (EMTN) programme.

The Group’s RCF of £630m expires in December 2029,

havingbeen extended by one year in November 2024.

At30 September 2024, the RCF was undrawn (FY23: undrawn).

Sage has an investment grade issuer rating assigned

byStandard and Poor’s of BBB+ (stable outlook).

Sage debt maturity profile (£m)

RCF

0 200 400 600 800 1,000 1,200

FY25

FY26

FY27

FY28

FY29

FY30

FY31

FY32

FY33

FY34

Sterling Bond Eurobonds (€500m)

433

350

400

630

Capital allocation

Sage’s disciplined capital allocation policy is focused onaccelerating strategic execution through organic and inorganic

investment and delivering shareholder returns. During FY24 Sage completed the acquisitions of Bridgetown Software

(BidMatrix), a bid analysis tool for the construction industry; Infineo, a specialist in integrated reporting and data

visualization software; and Anvyl, a provider of end-to-end supply chain management software.

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 13.50p per share, taking the total dividend for

theyearto 20.45p, up 6% compared to the prior year (FY23: 19.30p).

60 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

The Group also considers returning surplus capital to shareholders. On 11 April 2024, Sage completed a share buyback

programme, commenced on 22 November 2023, under which a total of 29.3m shares were purchased for an aggregate

consideration of £345m and subsequently cancelled.

Alongside these results, we have announced a further share buyback programme of up to £400m, 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.

FY24

FY23

(as reported)

Net debt £738m £561m

EBITDA (last 12 months) £622m £553m

Net debt/EBITDA ratio 1.2x 1.0x

The Group’s EBITDA over the last 12 months was £622m, resulting in a net debt to EBITDA leverage ratio of 1.2x, slightly up from

1.0x in the prior year. Sage intends to operate in a broad range of 1x to 2x net debt to EBITDA over the medium term, with flexibility

to move outside this range as business needs require.

Return on capital employed (ROCE) for FY24 was 26% (FY23 as reported: 19%).

Going concern

The Directors have robustly tested the going concern assumption in preparing these financial statements, taking into account the

Group’s strong liquidity position at 30 September 2024 and a number of downside sensitivities, and remain satisfied that the going

concern basis of preparation is appropriate. Further information is provided in note 1 of the financial statements on page 182.

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) FY24 FY23 Change

Euro (€) 1.17 1.15 +2%

US Dollar ($) 1.27 1.23 +3%

Canadian Dollar (C$) 1.73 1.65 +4%

South African Rand (ZAR) 23.50 22.31 +5%

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 61

Risk management

Risk Management Framework

Our Enterprise Risk Management Framework helps Sage manage

strategic, operational, commercial, financial, compliance, change,

andemerging risks, and enables a consistent approach toidentifying,

managing, and overseeing risks.

This helps us achieve our strategic

objectives and goals through risk-

informed decisions. We seek to

continuously improve the use and

adoption of Sage’s ERM Framework,

toensure it is not a process that is

merely applied to the business but,

instead, something that is integral

tohow wemake decisions and work

dayto day.

Using our ERM Framework, we expect

allregions and functions to identify

risks that could affect the successful

execution of their strategy and

operations while managing any

riskexposure, ensuring appropriate

controls and plans are in place. The

ERM Framework helps focus our efforts

on the areas that matter most to Sage,

providing clarity about risk tolerances

and appetite in a way that facilitates

effective business decisions and

ensures Sage is adequately prepared

tomanage risks.

Our ERM

Framework

62 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

How we identify risks

Our risk identification process follows

an enterprise-wide “top-down, bottom-

up” approach, which seeks to identify

thefollowing:

• Top-down, we focus on Principal Risks;

these are the mostsignificant risks to

Sage that may affect our abilityto

achieve our strategic objectives.

• Bottom-up, we focus on strategic,

commercial, operational, compliance,

and change risks (“business risks”)

that occur at a regional and functional

level. Theserisks pose the greatest

threat to the success ofbusiness

activities across the Group.

How we assess risks

We analyse all risks for likelihood

andimpact using a risk- assessment

criterion tailored for Sage, which

considers impact on our customers

andcolleagues, and possible financial

impact. The analysis considers risk

before any mitigations (i.e. inherent

risk) and after all current mitigations

(i.e. residual risk). The key benefit of

assessing inherent risk is that it

highlights the potential risk exposure

if mitigation were to fail completely

ornot be in place at all.

How we manage risk

We recognise that eliminating risk

isoften not feasible or desirable, so

weuse risk appetite for each of our

Principal Risks to provide our leaders

with the guidance they need to make

decisions on the level of risk that can

be taken or sought to achieve strategic

objectives. Our risk appetite statements

are set in collaboration with relevant

leaders and using their expertise to

ensure these align to current strategy

and priorities, and are approved by

theBoard.

At a Principal Risk level, each

riskisassigned an executive owner.

Theexecutive owner is responsible

forthe overall management of risk,

ensuring adequate controls are in

place and that the necessary action

plans are implemented should the

riskbe outside of risk appetite.

In addition to the Principal Risks,

business risks are identified and

recorded at a regional or functional

level. These risks are owned and

managed within their respective

management structures and are

reviewed on an ongoing basis.

Formalreview of these risks takes

place quarterly through Regional

andFunctional Risk Forums, which

aredescribed in the diagram on the

next page.

Risk reporting and

monitoring

We consider risks both individually

andcollectively to fully understand

ourrisk landscape. By analysing the

correlation between risks, we can

identify those that have the potential

to cause, affect, or increase another

risk. This exercise informs our scenario

analysis, particularly the combined

scenario used in the Viability Statement

on pages 73 and 74.

Principal Risks are monitored against our

risk appetite targets using supporting

measures and tolerances, which we

evaluate throughout the year to ensure

they remain aligned with our strategic

objectives, and within an acceptable

risk tolerance for the Group.

Business risks are considered from

aGroup-wide perspective and are

presented to our senior leaders, who

add their own input from a strategic,

functional, and emerging-risk

perspective. Business risks are

thenescalated in line with the Risk

Management Policy and via our ERM

Framework to Regional or Functional

Risk Forums and then to the Global

RiskCommittee. This escalation process

provides organisational visibility to

emerging, strategic, commercial,

operational, financial, and compliance

risks, as well as supporting action and

accountability for risk management. As

part of the escalation process, the risks

are analysed to consider whether they

need to be included in the current set

of Principal Risks, or whether a new

Principal Risk should be created.

You can read more

aboutPrincipal Risks

onpages67 to 72

Risk culture

Sage recognises that culture underpins

the effectiveness ofthe ERM Framework

and supports an effective control

environment. Sage’s Values set out how

our strategy should be executed and

help ensure that a culture of managing

riskseffectively is linked to daily

business activities and outcomes.

OurCode of Conduct reinforces these

Values and sets clear expectations

across Sage for compliance with

ethical standards. Values form a

significant part of our colleague

performance-management process,

andin FY24, Culture continued to

bemanaged as a Principal Risk.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 63

Risk management continued

Risk governance

Top down

Oversight, accountability,

and assessment of

Principal Risks, significant

operational risks, and

emerging risks

Bottom up

Identification

andassessment

ofrisk exposures

atregional and

functional level

The Board

The Board has overall responsibility

forrisk management and establishing

the Group’s risk appetite. It monitors

the risk environment and reviews the

relevance and appropriateness of the

Principal Risks to the business.

Audit and Risk Committee

The ARC supports the Board in setting

the Group’s risk appetite and ensuring

thatprocesses are in place to identify,

manage, and mitigate the Group’s

Principal Risks. At each meeting, the

Committee reviews thePrincipal Risks

and their associated appetite targets

andmetrics, to assess whether they

continue to be relevant, effective, and

aligned to the achievement of Sage’s

strategic objectives, and within an

acceptable tolerance for the Group.

Global Risk Committee

The Global Risk Committee is chaired

by the General Counsel and Company

Secretary, supported by the EVP Chief

Risk Officer, Chief Executive Officer,

and Chief Financial Officer.

Other Principal Risk Owners are invited

to attend the Global Risk Committee

when relevant. The Committee meets

quarterly and has the responsibility for

providing direction and support for

managing risk across Sage, including

setting and monitoring the risk

appetite of each Principal Risk and

ensuring effective mitigations for

these. The Committee also provides

the Board andthe ARC with information

to enable them to discharge their

responsibility for reviewing the

Company’s internal financial controls

and risk management and internal

control systems.

Regional and Functional

RiskForums

All business areas must adopt the ERM

Framework. Todothis,each business

area either has a Risk Forum toreview

keyoperational as well as strategic

risks that couldimplicate the execution

of the regional or functional strategy

plan, while ensuring there are sufficient

mitigation plans in place to prevent

those key risks from materialising.

Risks are escalated from operational

Risk Owners to the Forums, and on to the

Global Risk Committee where necessary.

The Board

Ultimately responsible for setting Sage’s risk appetite

Responsible for risk management and internal control systems

Establishes appropriate governance arrangements and acts as a champion of “top-down” risk culture

Audit and Risk Committee

Acts as an independent body, providing assurance to the Board on the effectiveness of Sage’s

approachtorisk management

Oversight of financial reporting and related internal controls

Global Risk Committee

Provides oversight of risk appetite and approach to risk management strategy

Acts as a point of escalation for Regional and Functional Risk Forums

Provides oversight and approval of Sage’s Principal Risks and their risk appetite statements

Regional and Functional Risk Forums

Responsible for reviewing key operational and strategic risks that could impact the regional strategy

plans or Sage’s Principal Risks

Responsible for providing oversight of risks from key functions such as Product, Security and IT

64 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Three lines model

Our three lines governance model defines clear roles andresponsibilities

for all colleagues and establishes accountability for actions and decisions.

It also describes how appropriate oversight, challenge, and assurance are

provided over business activities.

First Line

All colleagues

Identify, own, operate

First Line is all our colleagues who are at the forefront of the business. It is

our colleagues who hold the necessary skills and knowledge to help identify

and manage risks within our business. Colleagues in the first line have

ultimate accountability for the management and ownership of risk while

ensuring those risks are managed through the wider risk framework.

Second Line

Sage Risk andControls

Guide, support, oversee

Second Line consists of the Risk and Controls team. The team is responsible

for setting the framework, policies, tools, and techniques to enable the First

Line to manage risk effectively. As part of this role, the team is on hand to

provide support and guidance to ensure a consistent approach to managing

risk is maintained. This includes supporting the Global Risk Committee, and

the Regional and Functional Risk Forums in fulfilling their responsibilities.

Third Line

Sage Assurance

Independent andobjective

Third Line is Sage’s Internal Audit and Assurance team. The main role of our

Assurance team is to ensure the first two lines of governance are operating

effectively. They do this by conducting risk-based reviews of the effectiveness

ofrisk management, internal controls, and governance. The Assurance team

isaccountable to the ARC, to provide comfort to Sage’s leadership team that

appropriate controls and processes are in place and are operating effectively.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 65

Risk management continued

Horizon scanning

Global conflicts (e.g. Russia-Ukraine, Israel-Gaza), trade war

between the US and China, energy shortages, rising interest

rates, and inflation are just some of the events which may

have a material impact on Sage and our customers.

To maintain resilience in this continually changing external

landscape, Sage has developed an ongoing horizon scanning

process. This process enables us to monitor external events

and trends and the resultant effect they may have on our

colleagues, customers, and partners. External risks are

reviewed at every Global Risk Committee meeting to

ensureSage is proactively responding to material events.

Part of our horizon scanning involves looking beyond the

present by considering emerging risks. We run a series of

workshops with representatives of all Sage business areas

including Marketing and Customer Experience, Product,

Security, Sustainability, People, Finance, and Strategy.

During the workshops, we consider current external mega-

trends and global threats and opportunities over the

short,medium, and long term. Through these workshops

weare able to define a set of scenarios that may have an

impact on Sage, as well as the potential time horizon of

eachscenario. Key themes identified during the process

arelisted in the table below. We then evaluate the extent

ofplanning and mitigation Sage needs to put in place to

ensure we are adequately prepared and protected for our key

emerging risks. The plans and mitigations are considered

bythe Global Risk Committee, with updates provided to

theAudit and Risk Committee for oversight.

Emerging risk scenario

Time horizon

1–2 years 3–5 years Over 5 years

1. There is a risk that operating models of SMBs are reshaped through AI and

automation. If Sage products are unable to keep pace with the changes or

ifSageisunable to develop a reputation as a trusted leader in the accounting

andpayroll software market in incorporating AI into products, it may have a

significant impact on market share and profitability.

2. New regulations can create emerging opportunities (e.g. e-invoicing) as well as risks.

Governments around the world are considering new regulations on data, cyber security,

AI, and digital services. There is a risk that these regulations may introduce stricter

controls and affect our ability to achieve the product strategy.

3. There is a risk that Sage does not achieve the right balance in its investment strategy

between efficiency and profitability, and building resilience, and this limits Sage’s

adaptability and capability to be resilient to external shocks.

4. There is a risk of a public backlash against large tech companies, due to concerns on

data and AI ethics and erosion of privacy, increasing inequality, and compromising

democratic and institutional systems. This would result in significant reduction in

use of cloud software, including Sage’s cloud solutions.

5. There is a risk that employees expect companies to take a stand on contentious or

polarised issues that may have an unintended negative consequence on their

reputation. Organisations face historic challenges within a competitive talent

landscape and Sage will need to ensure the right balance between the needs and

expectations of current and prospective colleagues and external stakeholders.

6. A global economic downturn or an inflationary wage–price spiral, resulting in

increased default of SMBs. This could lead to an increase in customer churn and a

reduced ability to sell to new or existing customers. Additionally, increased labour

costs in key markets could make it difficult for Sage to retain and attract talent.

66 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Principal Risks

anduncertainties

The Board and the Audit and Risk Committee carried out

arobust and ongoing assessment of the principal and

emerging risks facing the Group throughout the year. This

assessment considered the risks that would threaten Sage’s

business model, future performance, solvency or liquidity,

and reputation, and ensured that the risks continued to align

withour business strategy. In Q4 FY24, the number of Principal

Risks was reduced from 12 to 10. The reason forthe change

was to ensure management and the Board’s focus ison the

most important areas and that accountabilities forrisk

ownership are clearer. Two of the customer-centred Principal

Risks were consolidated into a single Principal Risk, a

Principal Risk related to reliance on third parties was

removed as a standalone Principal Risk but its sub-risks

werereallocated to other Principal Risks, and the Principal

Risk relating to Sage’s Data Strategy was changed in scope

to alsoencompass AI and data privacy risks.

The Board retains overall responsibility for setting Sage’s risk

appetite and for risk management and internalcontrol systems.

In accordance with principles M, N, and O of the UK Corporate

Governance Code 2018 (the “Code”), in addition to Paragraph

57 of the FRC guidance (Section 6), the Board is responsible

for reviewing the effectiveness of the risk management and

internal control systems and confirms that:

• There is an ongoing process for identifying, evaluating,

and managing the Principal Risks faced by the Company;

• The systems have been in place for the year under reviewand

up to the date of approval of the Annual Reportand Accounts;

• They are regularly reviewed by the Board; and

• The systems accord with the FRC guidance on risk

management, internal control, and related financial

andbusiness reporting.

There were no instances of significant control failing or

weakness in the year.

You can read more about our risk management

andinternal control systems on pages 62 to 66,

andabout the associated work of the Audit

andRiskCommittee on pages 108 to 115

Principal Risk Risk context Management and mitigation

1. Customer experience

If we fail to deliver ongoing

value to our customers by

focusing on their needs over

the lifetime of their customer

journey, we will not be able to

achieve sustainable growth

through renewal.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Existing or new

marketdisruptor

Global economic shock

Cloud operations failure

We must maintain a sharp focus on the

relationship we have with our customers,

constantly offering the products,

services, and experiences they need

forsuccess. If we meet or exceed their

expectations, customers will stay with

Sage, increasing their lifetime value,

and becoming our greatest advocates.

Byaligning our people, processes, and

technology with this focus in mind, all

Sage colleagues can help our customers

to be successful and, in turn, improve

financial performance.

Executive Owner

Chief of Staff

• Brand-health surveys to provide an understanding of

customer perception of the Sage brand and its products,

used to inform and enhance our market offerings.

• A Market and Competitive Intelligence team to

provide insights that Sage uses to win in the market.

• Proactive analysis of customer activity and churn

data, to improve customer experience.

• Customer Advisory Boards, Customer Design

Sessions, and closed-loop feedback to constantly

gather information on customer needs.

• Customer-journey mapping to ensure appropriate

strategy alignment and alignment to Target

Operating Model.

• “Customer for life” roadmaps, detailing how products

fit together, any interdependencies, and migration

pathways for current and potential customers.

• Continuous NPS surveying allows us to identify

customer challenges rapidly, and respond in a

timelymanner to emerging trends.

• Sage Membership offered to all customers,

providing customers with access to curated

resources, tools, and a connected community

ofbusiness leaders.

Key—Stakeholder groups

Colleagues Customers Society Shareholders Partners

Risk exposure change

Stable Decreasing Increasing

The following table provides an overview of the Group’s Principal Risks and the way we manage these.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 67

Principal Risk Risk context Management and mitigation

2. Execution of

productstrategy

If we fail to deliver the

capabilities and experiences

outlined in our product strategy,

we will not meet the needs of our

customers or commercial goals.

Trend

Stakeholder alignment

Link to viability scenario

Existing or new

marketdisruptor

Global economic shock

Cloud operations failure

Sage needs to continuously adapt

itsapproach to new technologies

andchallenges. This needs to be

underpinned by a clear direction and

guardrails through the product strategy

to support of the go to market offerings.

Ensuring Sage simplifies its product

offering and partners with the right

businesses is critical to responding

tothese challenges.

Executive Owner

Chief Product Officer

• A robust product organisation supported by a

governance model to enable the way we build products.

• Migration framework in key countries to support our

customers as they move to the cloud.

• Continued expansion of Sage Intacct outside of

NorthAmerica and for additional product verticals.

• Enhancing accessibility of Sage cloud products to

WCAG 2.1 AA standard by the end of 2025.

• A strong focus on accountants through a tailored

Sagefor Accountants proposition.

• Acquisition of Bridgetown Software to strengthen

Sage’s Construction and Real Estate portfolio.

• AI developments through the announcement and

launch of Sage Copilot AI-powered productivity

assistant into existing Sage products during the year,

and partnership with AWS to launch the first domain-

specific accounting Large Language Model (LLM).

3. Developing and

exploiting new

businessmodels

If Sage is unable to develop,

commercialise, and scale new

business models to diversify

from traditional Software as

aService (SaaS), especially

consumption-based services

and those which leverage data.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Existing or new

marketdisruptor

Global economic shock

Cloud operations failure

Sage must be able to identify, design

anddeploy new innovations to create

newor enhance existing products and

capabilities. Unlocking the ability to

dothis at pace will enable access to

newmarkets and/or customers early,

driving new revenue and opportunities

for the business.

Executive Owner

Chief Product Officer

• A business unit solely focused on scaling

SageNetwork.

• Continued digitalisation and automation of Sage

products through Sage Network and AI services.

• Enhanced, consistent digital experience for all

SageBusiness Cloud users through the Sage

Experience Platform.

• A Venture Studios team asked to assess new business

models that may align with the Sage vision.

• Expansion of Sage’s Fintech and Payments

ecosystem through partnership with Stripe to

simplify cashflow management for SMBs.

• 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.

• Sage Developer platform announced at Transform

2024 to expand developer community.

Principal Risks anduncertainties continued

68 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Principal Risk Risk context Management and mitigation

4. Route to market

If we fail to deliver a globally

consistent blend of route to

market channels in each

market, Sage will miss the

opportunity to efficiently

deliver the right capabilities

and experiences to our current

and future customers.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Existing or new

marketdisruptor

Global economic shock

Cloud operations failure

We have a blend of channels to

communicate with our current and

potential customers and ensure our

customers receive the right information,

on the right products and services, at the

right time. Our sales channels include

selling directly to customers through

digital and telephone channels, via our

accountant network, and through partners,

and we will adapt our approach to target

customers in our key verticals. We use

these channels to maximise our marketing

and customer engagement activities. This

can shorten our sales cycle and ensure we

improve customer retention, maximising

our market opportunity.

Executive Owner

Chief Growth Officer

• Chief Growth Officer and Chief Commercial Officer

appointments to demonstrate Sage’s commitment

toserve SMBs on a global and consistent basis.

• A specific Onboarding Squad enhances user journeys

to enable customer conversion.

• Acceleration of new partnerships to support

SageNetwork.

• Centre of Excellence to support our indirect sales

and third-party approach.

• Expansion of relationship with AWS to elevate

sustainability for SMBs through the introduction

ofSage Earth to the AWS marketplace.

5. People and performance

If we fail to ensure we have

engaged colleagues with the

critical skills, capabilities

andcapacity we need to

deliveron our strategy,

wewillnot besuccessful.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Global economic shock

As we evolve our priorities, the capacity,

knowledge, and leadership skills we need

will continue to change. Sage will not

only need to attract the right talent to

navigate change, but will also need to

provide an environment where colleagues

can develop to meet these new expectations.

By empowering colleagues and leaders

tomake decisions, be innovative, and

bebold in meeting our commitments,

Sage will be able to create an attractive

working environment. By addressing

what causes colleague voluntary attrition,

and embracing the values of successful

technology companies, Sage can increase

colleague engagement and create a

aligned high-performing teams.

Executive Owner

Chief People Officer

• Extensive focus on hiring channels to ensure we

areattractive in the market through our enhanced

employee value proposition and enhanced presence

through social media such as Glassdoor, Comparably,

Twitter, LinkedIn, and Facebook.

• Reward mechanisms designed to incentivise and

encourage the right behaviour, with a focus on

ensuring fair and equitable pay in all markets.

• A series of Learning Academies and talent programmes

to support the development of internal talent including

sponsorship programmes, and new Director, graduate,

and apprentice programmes.

• An OKR framework to define measurable goals and

track outcomes of colleague success.

• Talent Marketplace solution to support identification

of capabilities and gaps, talent pipeline, development

and career pathways, and mentoring.

• Strategic Workforce Planning Framework across

thebusiness.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 69

Principal Risk Risk context Management and mitigation

6. Culture

If we do not define, shape, and

proactively manage our culture

in line with our brand values,

we will be challenged to deliver

our strategic priorities and

purpose; we will risk disengaging

colleagues, increasing attrition

and impacting our ability to

attract and retain diverse talent.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Global economic shock

The development of a shared behavioural

competency that encourages colleagues

to always do the right thing, put customers

at the heart of business, and improve

innovation is critical in Sage’s success.

Devolution of decision making, and the

acceptance of accountability for those

decisions, will need to go hand in hand as

the organisation develops and sustains

its shared Values and Behaviours, and

fosters a culture that provides customers

with a rich digital environment.

Sage will also need to create a culture

ofempowered leaders that supports

thedevelopment of ideas, and that

provides colleagues with a safe

environment allowing for honest

disclosures and discussions. Such a

trusting and empowered environment

can help sustain innovation, enhance

customer success, and encourage the

engagement that results in increased

market share.

Executive Owner

Chief People Officer

• Integration of Values and Behaviours into all

colleague priorities including talent attraction,

selection, and onboarding as well as OKRs.

• All colleagues are encouraged to take up to five paid

Sage Foundation days each year, to support charities

and provide philanthropic support to the community.

• A DEI strategy focused on building diverse teams,

anequitable culture, and fostering inclusive

leadership. This is supported by measurable

plansand metrics to track progress, ensuring

Sagemeets its commitments, including no

toleranceof discrimination, equal chances

foreveryone, an inclusive culture, removing

barriers, and DEI education.

• Code of Conduct training for all colleagues (including

anti-bribery and corruption requirements) delivered

as snippets, allowing Sage to signpost relevant

training at colleagues’ point of need.

• Core e-learning modules rolled out across Sage,

withregular refresher training.

• Whistleblowing and incident-reporting

mechanismsin place to allow issues to be

formallyreported and investigated.

• New training aimed at colleagues with

responsibilities for managing people to explain

what high-performance culture means at Sage and

provide tools and techniques to help embed this

culture across the business.

Read more about this in the Journey to a

high-performance culture section on page 26

7. Cyber security

If we fail to ensure an

appropriate standard of

cybersecurity across the

business, we will not be able

tocombat cyber threats, and

will fail to meet our regulatory

obligations and lose the trust

of our stakeholders.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Cloud operations failure

Stakeholder trust is central to Sage’s

growth and cyber security is an essential

component of that. Failure to safeguard

customer and colleague data and ensure

the availability of our products and

critical services could have severe

reputational, legal, and financial

consequences. This means we must

beconfident our cyber security controls

and the culture and awareness of our

colleagues are sufficient to mitigate

thedynamic and evolving cyber risk

environment, while also supporting the

agility and innovation of the business.

Executive Owner

General Counsel and Company Secretary

• Multi-year cyber security programmes in IT and

Product to ensure Sage is continuously improving,

and reduce cyber risk across technology, business

processes, and culture.

• Accountability within both IT and Product for all

internal and external data being processed by Sage.

The Chief Information Security Officer oversees

information security, with a network of Information

Security Officers that directly support the business.

• Formal certification schemes maintained across

thebusiness include internal and external validation

of compliance.

• All colleagues are required to undertake 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assets and systems.

• A Trust and Security Hub and publication of Cyber

security for SMBs report tosupport ourcustomers and

their understanding of cybersecurity in Sage products.

Principal Risks anduncertainties continued

70 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Principal Risk Risk context Management and mitigation

8. Data and AI governance

If Sage fails to collect,

process, store, and use data

ina way which is compliant

with regulation, internal

policy, and our ethical

principles, we will lose the

trust of our stakeholders.

Ifwefail to recognise the

value of our data and deliver

effective data foundations,

wewill be unable to realise

thefull potential of our

dataassets.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Existing or new

marketdisruptor

Data is central to the Sage strategy

andour ambition to deliver sustainable

growth by leveraging AI and expanding

Sage Network. The strategy is underpinned

by our ability to innovate customer

propositions, improve insight and

decision making, and create new

business models and ecosystems.

Successful ability to use data will

accelerate our growth and will be key in

helping customers transform how they

run and build their businesses and Sage

must do this in a way which is compliant

with laws and regulations, and in line

with our Values.

Executive Owner

General Counsel and Company Secretary

• Published AI and Data Ethics Principles to ensure

weuse customer data responsibly to achieve

ourstrategy, and an ethics checklist, assessing

adherence to principles.

• Governance policies, processes and tooling to enhance

and manage the quality and trust in our data.

• The implementation of data architecture and

associated data models that facilitate data sharing

and utilisation.

• A Sustainability, AI, and Data Ethics Committee,

which includes members from the Executive

Leadership Team and attendees from the Sage Board,

governing activities relating to data and AI ethics.

• All colleagues are required to undertake awareness

training for data protection, with a focus on all

relevant data privacy laws and regulations.

• A Trust and Security Hub tosupport our customers

and their understanding of cyber security, data

privacy, and AI and data ethics in Sage products.

9. Readiness to scale

As Sage’s ambition grows,

ifitfails to ensure its cloud

products can build and

operate at an industrial,

global scale, it will erode

itscompetitive advantage.

The hosting of its products must

achieve economies of scale,

aligned to ambition, inparallel

with the ability toaccelerate to

market with quality. Both must

be achieved with reduced

environmental impact and

zero customer impact.

If not addressed, Sage’s cloud

products would be less resilient

and less able to respond to its

customer expectations.

Trend

Stakeholder alignment

Link to viability scenario

Data breach

Cloud operations failure

As Sage continues to build sustainable

growth, we continue to focus on scaling

our current and future platform-services

environment in a rigorous, agile, and

speedy manner to ensure we provide a

consistent and healthy cloud platform

and associated network.

Sage must provide the right infrastructure

and operations for all customer products,

a hosting platform and the governance

toensure optimal service availability,

performance, security protection, and

restoration (if required).

Executive Owner

Chief Product Officer

• Cost optimisation of cloud-native products

andcontinued migration of legacy footprint

topublic cloud.

• Accountability across product owners, underpinned

by ongoing risk assessments and continuous

improvement projects.

• Formal onboarding process through ongoing

portfolio management.

• Incident and problem management change processes

adhered to for all products and services, with new

acquisitions onboarded in less than 90 days.

• Service-level objectives including uptime,

responsiveness, and mean time to repair.

• Defined real-time demand-management processes

and controls, and also disaster-recovery capability

and operational-resilience models.

• A governance framework to optimise operational

cost base in line with key metrics.

• All new acquisitions are required to adopt Sage

cloud operation standards.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 71

Principal Risk Risk context Management and mitigation

10. Environmental, social,

andgovernance

If Sage is unable to respond

toevolving stakeholder

expectations and ESG

regulation, Sage could face

fines and potential legal

action, damaging Sage’s

reputation and brand, and

diminishing stakeholder

trustand credibility.

In addition, if Sage fails

torespond to the range

ofopportunities and

risksassociated with

sustainability and Sage

Foundation, it would be less

resilient, less competitive,

andcould put its licence

tooperate at risk.

Trend

Stakeholder alignment

Link to viability scenario

Global economic shock

Cloud operations failure

We invest in education, technology, and

the environment to give individuals,SMBs,

and our planet the opportunity to thrive.

Internally, it is essential that Sage

understands the potential impact

ofclimate change on its strategy

andoperations, and considers

appropriate mitigations.

Societal and governance-related issues

are integral to Sage’s purpose and Values

and to the achievement of Sage’s strategy.

You can read more about the work we are

doing on ESG in the Sustainability and

Society Report.

Executive Owner

Chief Commercial Affairs Officer

• Sage’s Sustainability and Society strategy, informed

by a rigorous materiality assessment, focusing on

three pillars: Protect the Planet, Tech for Good, and

Human by Design.

• Ensuring adequate executive oversight through

theSustainability, AI, and Data Ethics Committee.

• Enabling accountability through integration on

ESGmeasures within long-term incentive plans.

• An integrated framework for the management of

ESG-related risk and, in particular, physical and

transitional climate risks, as detailed by the TCFD.

• External limited assurance obtained over selected

metrics to ensure accuracy of sustainability data

and claims.

Principal Risks anduncertainties continued

72 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Viability Statement

Assessment of prospects

andviability period

In accordance with provision Section 4.31

ofthe UK Corporate Governance Code 2018,

theDirectors set out how they have assessed

the Group’s prospects, the period covered

bythe assessment and the Group’s formal

Viability Statement.

The Directors have assessed the prospects of the Group

byconsidering the Group’s current financial position, its

recent and historic financial performance and forecasts,

its business model and strategy (pages 8 to 9 and 15 to 21),

and the Principal Risks and uncertainties (pages 67 to 72).

The Group’s operational and financially robust position is

supported by:

• High-quality recurring revenue base;

• Resilient cash generation and a robust liquidity position,

which is supported by strong underlying cash conversion

of 123%, reflecting the strength of the subscription

business model; and

• A well-diversified small and mid-sized customer base.

The Directors have reviewed the period used for the

assessment and determined that three years remained

suitable. The Directors are of the view that projections

overathree-year period remain appropriate given the

relative predictability of cash flows associated with

Sage’ssubscription business during this period. This

periodaligns our Viability Statement with our three-year

strategic planning horizon and is appropriate given the

nature and investment cycle of a technology business.

Projections beyond this period are less reliable due to

thecontinuously evolving technology landscape in

whichSage operates.

No scenario modelled over the three-year period leads

toinsufficient liquidity headroom. The Directors have

noreason to believe the Group will not be viable over

alonger period.

Assumptions

The financial forecasts contained in the Group’s three-year

plan make certain assumptions about the composition

oftheGroup’s product portfolio, and the ability to acquire

newcustomers and maintain a strong renewal rate by value

byproviding additional functionalities to our existing

customers. The plan also assumes that the Group continues

togenerate resilient cash conversion in excess of 100%,

paysdebt and interest instalments as they fall due, and

thatthe existing borrowing facilities remain available

totheGroup. Based on the Group’s current liquidity profile,

nodebt maturities fall within the three-year period.

The assessment process

In forming the Viability Statement, the Directors carried out

a robust assessment of the Principal Risks and uncertainties

facing the Group which could impact the business model.

These are reviewed by the Board and the Audit and Risk

Committee quarterly and are a foundation for the Group’s

strategic plan. The risk process is outlined in more detail

onpages 62 to 66.

As part of the assessment, the Group stress tests the three-

year plan using various severe but plausible scenarios. To

achieve this, management reviewed the Principal Risks and

considered which might threaten the Group’s viability. None

of the individual risks would in isolation compromise the

Group’s viability, and so several different severe scenarios

were considered where Principal Risks arose in combination.

The scenarios were developed with input from the Group’s

Global Risk Committee, which comprises representation

fromkey functions across the business.

Under the stress scenarios, churn assumptions have been

increased by up to 75% and a reduction by up to 50% of

newcustomer acquisition and sales to existing customers

considered. In all stress scenarios, the Group continues

tohave sufficient resources to continue in operational

existence without triggering the need to renegotiate debt.

Scenarios modelled reflect our latest assessment of the

anticipated impact of the risks identified in line with the

prior year.

The scenarios considered to be the most plausible and

significant in performing the assessment of viability

andthe combination of Principal Risks involved are

shownonthe next page.

The monetary impact of each scenario was estimated

byacross-functional group of senior leaders, including

representatives from Finance, Risk, ESG, Cloud Operations,

IT, Product Marketing, and Legal, who evaluated the possible

consequences on the Group should each scenario arise.

As set out in the Audit and Risk Committee’s report on

page112, the Directors reviewed and discussed the process

undertaken by management, and also reviewed the results

ofreverse stress testing performed to provide an illustration

of the level of churn and deterioration in new customer

acquisition which would be required to exhaust cash down

tominimum working capital requirements. The result of the

reverse stress testing has highlighted that such a scenario

would only arise following a catastrophic deterioration in

performance, well in excess of the assumptions considered

in the viability scenarios set out on the next page.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 73

In the event that the scenarios set out above were to arise,

management would have a number of options available to

maintain the Group’s financial position, including cost

reduction measures, the arrangement of additional financing,

and a review of the sustainability of the dividend policy.

Confirmation of longer-term viability

Based on the assessment explained above, the Directors

confirm that they have a reasonable expectation that the

Group will continue to operate and meet its liabilities,

asthey fall due, for at least the next three years.

Viability scenario Linked Principal Risks

i) Data breach

The deliberate targeting or accidental release of customer

data which breaches data privacy laws and/or societal

expectations in any region, could have a significant impact

on Sage’s reputation in the market, as well as impact its

regulatory compliance in the various data protection laws

to which Sage is subject.

• Customer experience

• Developing and exploiting new business models

• Route to market

• People and performance

• Culture

• Cyber security

• Data and AI governance

• Readiness to scale

ii) Existing or new market disruptor

The entry of a new player, or the expansion of an existing

market player in the financial and accounting management

space with a free or very low-cost offering or leveraging AI

in a new way to disrupt the accounting software category,

that significantly disrupts Sage’s total market share.

• Customer experience

• Execution of product strategy

• Developing and exploiting new business models

• Route to market

• Data and AI governance

iii) Global economic shock

The crystallisation of a global economic shock which leads

to a global economic downturn or an inflationary wage-

price spiral, resulting in increased default of small and

medium sized businesses.

This could lead to a significant increase in customer churn

and a reduced ability to sell to new or existing customers.

Additionally, increased labour costs in key markets could

make it difficult for Sage to retain and attract talent.

• Execution of product strategy

• Developing and exploiting new business models

• Route to market

• Customer experience

• Environmental, social and governance

• People and performance

• Culture

iv) Cloud operations failure

The risk of an event that causes the live services

environment to be brought down due to the operating

environment being changed internally through product

orsystem changes, external or internal cyber-attack, or

akey third-party provider being compromised. The risk

alsoconsiders the extent to which hosting infrastructure

supporting Sage’s cloud operations could be physically

damaged through an adverse climate event.

• Execution of product strategy

• Developing and exploiting new business models

• Route to market

• Customer experience

• Cyber security

• Readiness to scale

• Environmental, social and governance

Viability Statement continued

74 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Governance at Sage

Board independence

Independent (NEDs) 7

Independent on

appointment (Chair) 1

Not independent

(CEO, CFO) 2

UK Corporate Governance Code

2018Compliance Statement

The Board is pleased to confirm Sage’s compliance (both in

spirit and in form), with all relevant provisions of the UK

Corporate Governance Code 2018 (the “Code”) throughout

FY24. A copy of the Code can be found on the Financial

Reporting Council’s (FRC) website: www.frc.org.uk. The Board

believes in good corporate governance through effective

oversight, including how Sage assures stakeholders on

performance delivery and reports on its progress. Sage

promotes open and transparent reporting, and the table

opposite outlines where information can be found on

howthePrinciples set outinthe Code are embedded

andapplied across Sage.

The Board has continued with its chosen alternative

approach to workforce engagement, through the Board

Associate Programme, as permitted by the Code. This

programme continues to strengthen the colleague voice

inthe Boardroom, leading to informed and consistent

decision making by the Board, as well as educating

colleagues on the role of the Board at Sage. The Board

remains dedicated to clear and honest reporting. It has

reviewed and is preparing for the changes to be introduced

by the UK Corporate Governance Code 2024, which will begin

applying to Sage from 1 October 2025, and will report on

implementation and compliance at the appropriate time.

Board tenure

Less than a year 0

1 to 3 years 2

3 to 6 years 6

Over 6 years 2

Corporate governance report

Board Leadership and Company Purpose Page

Purpose and culture 24 to 29, 70,

94 and 95

Shareholder engagement 54

Colleague engagement 50 to 51

Other stakeholder engagement 44 to 54

Conflicts of interest 86

Division of Responsibilities

The role of the Board 82

The role of the Board Committees 82 to 84

Board composition 84 to 85

Committee composition 86

Independence of Non-executive Directors 85

Time commitment 85

Composition, Succession, and Evaluation

Board composition and succession 100 to 107

Diversity, equity, and inclusion 103 to 107

Annual re-election of Directors 85

Induction, Director training,

and development programme

Board effectiveness and evaluation 98 to 99

Audit, Risk, and Internal Control

Significant reporting and accounting matters 111 to 112

Fair, balanced, and understandable 112

Viability Statement and going concern 73 and 112

Risk management and internal controls 113

Internal audit 114

External auditor 114 to 115

Principal and emerging risks 67 to 72

Remuneration

Remuneration principles 123

Remuneration Policy 129 to 136

Pensions and benefits 149

Directors’ shareholdings and share interests 151 to 152

External advisors 155

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 75

Preparing for

upcoming changes

2024 Corporate

GovernanceCode

The new UK Corporate Governance

Code takes effect from 2025, and

introduces changes to improve

transparency and accountability

incorporate governance practices.

TheBoard is diligently preparing for

its implementation, and is committed

to meeting the requirements within

the necessary timeframes. We will

report on our implementation

progress in due course.

Read more on pages75 and 110

Dear shareholder,

On behalf of the Board, I am pleased

tointroduce our Governance Report

forthe financial year ended

30 September 2024.

The Board is responsible for the

effective leadership of the Group and

forpromoting its long-term sustainable

success. Through FY24, the Board

hascarefully monitored progress and

performance of the Group against

Sage’s strategic framework, whilst

paying close attention to the further

development of our initiatives in the

areas of stakeholder engagement and

managing and monitoring culture to

ensure its alignment with our purpose

and Values.

This report outlines our robust

Corporate Governance framework

anddemonstrates how it protects

stakeholder value and underpins the

delivery of our strategy. Italso provides

an insight into the activities of the

Board and Committees in FY24 and

howwe seek to ensure thatwe have

FY24 saw the completion of a period

ofplanned transition for the Board.

Drummond Hall stood down from

theBoard in December 2023 and

wassucceeded in the role of Senior

Independent Director by Annette

Court.Annette is a trusted and valued

Board member and her strong knowledge

of the Group and wealth of director

experience, along with her personal

attributes, made her an ideal candidate.

Further details on the internal process

for the appointment of Annette Court

asa Senior Independent Director is

available in our FY23 Annual Report.

Scan the QR code

forfurther insight

into the FY23 Annual

Report.

During the year, the Nomination

Committee reviewed the composition

ofthe Board Committees. This review

resulted in the appointment of Roisin

Donnelly as Remuneration Committee

Chair in May 2024, succeeding Annette

Court, and the appointment ofJonathan

Leading with purpose

effective systems andprocesses in

place to monitor andmanage risks

inthe current macroeconomic

environment, while capitalising

onopportunities presented by

digitaltransformation.

Insight into key principal

decisions of the Board are

setout on pages 46 and 47.

Board composition

andsuccession

During the year, the Board’s composition,

skills, and the broader aspects of

diversity were reviewed to ensure

thatthe Board continues to function

effectively. I am pleased to confirm

that, since January 2024, the Board

hasmet all three targets specified in

the UK Listing Rules, namely that at

least 40% of the Board are women, at

least one of the senior Board positions

(Chair, Chief Executive Officer, Senior

Independent Director, or Chief

Financial Officer) isawoman, and

atleast one member ofthe Board is

fromaminority ethnicbackground.

Chair’s introduction to governance

Effective leadership to

promote sustainable success.

Andy Duff

Chair

76 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Bewes to the Nomination Committee,

also in May 2024. Both appointments

were approved by the Board. As announced

in October 2024, Sangeeta Anand has

expressed her intention to step down

from the Board and will not stand for

re-election at the 2025 Annual General

Meeting (AGM). The Nomination

Committee has initiated a process to

appoint a new Non-executive Director

and we willkeep shareholders updated

with progress on this appointment

asappropriate.

For more information on our

Board diversity, composition,

and succession planning, please

see pages 100 to 107.

Our culture

Our culture and Values define the

waySage does business. The Board

plays a leading role in setting the

Sageculture, which starts with our

colleagues. The Board seeks to create

space and opportunities to engage

withcolleagues across the Group

asregularly as possible, to help it

understand what matters most to them.

Itis our collective responsibility to

build culture into everything we do

andensure that allcolleagues feel

freeto bring their authentic self to

work and realise theirfull potential.

The Board monitored a number of

cultural indicators during the year.

These included formal Board updates,

insight intocolleague sentiment and

viewsthrough the role of the Board

Associate and impressions gained by

the Board through direct interaction

with colleagues, during engagement

activities, Board presentations, and

visits to Sage offices. In FY24, we

appointed our new Board Associate,

Amy Cosgrove, VP People North America

and Product, who is based in Atlanta.

Amy brings her own perspective as well

as the views of our colleagues into the

Boardroom, which is invaluable. Shehas

also already done a substantial amount

of good work to highlight the Board’s

role to our colleagues.

You can read more about how the

Board monitors culture and the

role of the Board Associate on

pages 94 to 97. Details on how

the Board has engaged with

stakeholders and discharged

oursection 172 duties during

the year are on pages 44 to 54

and 90 to 93.

Board evaluation

andeffectiveness

In accordance with the Code,

theBoardundertakes an annual

reviewofits own effectiveness,

itsCommittees and individual

Directors’ performance, to ensure

theyare operating effectively and to

identify development opportunities,

where necessary. This year, I led an

internally facilitated effectiveness

review , supported by the Company

Secretary. The Board has concluded

that it remains effective, fosters a

positive culture and maintains a strong

sense of accountability to stakeholders.

Annual General Meeting

The 2025 AGM will be held on Thursday,

6 February 2025 at Sage’s Newcastle

office. I hope youwill be able to attend.

The Board looks forward to meeting

shareholders, hearing their views and

answering any questions. Further details

about the 2025 AGM, including the

resolutions tobe tabled for shareholder

approval, will be provided in the Notice

of AnnualGeneral Meeting, which will

beavailable to view on our website

atwww.sage.com.

Looking forward

As we continue to focus on sustainable

growth, I would like to extend my

gratitude to my Board colleagues,

theExecutive Leadership Team, and

allour colleagues across the business.

Your dedication, loyalty, and hard work

throughout the year have positioned us

strongly to achieve against ourevolved

strategic goals in FY25.

Andrew Duff

Chair

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 77

Our leadership

Board of Directors

Key

Audit and Risk

Committee

See pages 108

to115

Nomination

Committee

See pages 100

to107

Remuneration

Committee

See pages 116

to155

Committee Chair

Changes to the

Boardand to Board

Committees during

FY24 and as at the

date of this report

• Drummond Hall

retired from

theBoardon

31 December 2023

• Annette Court was

appointed as Senior

Independent Director

on 1 January2024

• Roisin Donnelly was

appointed as Chair

ofthe Remuneration

Committee on

1 May2024

• Jonathan Bewes

wasappointed as

amember of the

Nomination

Committee on

1 May2024

• Sangeeta Anand

willnot stand for

re-election at the

2025 AGM and will

cease to be a Director

after the AGM

Information on Board

succession planning

activities can be

found on pages100

to107.

Further information

onthe composition

ofthe Board and its

Committees can be

found on page 84

to86.

Andrew Duff

Chair

Steve Hare

Chief Executive

Officer

Jonathan Howell

Chief Financial

Officer

Sangeeta Anand

Independent

Non-executive

Director

Dr John Bates

Independent

Non-executive

Director

Appointed

Independent

Non-executive Director

on 1 May 2021 and

Non-executive Chair

on1 October 2021

Gender

Male

Ethnicity

White

Nationality

British

Skills

Andrew has a wealth

ofexperience as a

non-executive director

and chair, with a

strongtrack record

oftransforming high

profile international

businesses.

He is an effective leader

with strategic insights

and international

experience. Andrew

hasastrong focus on

purpose, culture,

customer-centricity,

anddelivering value

forall stakeholders.

Key previous

experience

Non-executive chair

andchair of nomination

committee of

Elementisplc

Non-executive

chairandchair of

nomination committee

of SevernTrent plc

Senior independent

director and chair of

remuneration committee

of Wolseley plc

Chief executive

officerof npower

Key external

commitments

Non-executive director

of UK Government

Investments Limited

Appointed

3 January 2014 as

ChiefFinancial Officer,

31 August 2018 as Chief

Operating Officer and as

Chief Executive Officer

on 2 November2018

Gender

Male

Ethnicity

White

Nationality

British

Skills

Steve has significant

financial, operational

and transformation

experience, which

includes driving change

programmes in several

of his previous roles.

He has a broad

knowledge of Sage,

having joined the

Boardin January 2014

asCFO. Steve has an

extensive understanding

of the drivers and

priorities needed for

thecommercial delivery

ofSage’s strategy and

increating a high-

performance culture.

Key previous

experience

Operating partner and

co-head of the Portfolio

Support Group at the

private equity firm

ApaxPartners

Chief financial officer

ofInvensys plc, Spectris

plc and Marconi plc

Key external

commitments

None

Appointed

15 May 2013 as a

Non-executive

Directorand as Chief

Financial Officer on

10 December2018

Gender

Male

Ethnicity

White

Nationality

British

Skills

Jonathan is a highly

experienced group

finance director,

chairand non-

executivedirector.

He has significant

financial and accounting

experience, gained

across several sectors,

which allows him to

provide substantial

insight into the Group’s

financial reporting and

risk management

processes.

Jonathan has excellent

working knowledge

ofSage, having joined

asan independent

Non-executive Director

and served as the

Chairof the Audit

andRisk Committee.

Key previous

experience

Group chief financial

officer of Close Brothers

Group plc

Group chief financial

officer of London Stock

Exchange Group plc

Non-executive director

of EMAP plc

Chair of FTSE

International

Key external

commitments

Non-executive director

of Experian plc

Appointed

1 May 2020

Gender

Female

Ethnicity

Asian

Nationality

American

Skills

Sangeeta is a Silicon

Valley-based senior

technology leader with

extensive experience

inleading P&L and

growth across a range

ofpublic, PE-owned

andstartup companies.

She has deep operating

experience in transforming

complex product portfolios

and go-to-market to

capture cloud opportunity.

Sangeeta’s technology

and business experience

includes cyber security,

cloud, enterprise

software, SaaS, and

application services.

Key previous

experience

Chief marketing officer

of Alkira Inc (disruptive

SaaS networking startup)

Senior vice president

ofF5 Networks Inc

General manager and

corporate vice president

of SafeNet (part of

Thales Group)

Vice president of

CiscoSystems

Key external

commitments

Independent board

member of Direktiv.IO

Independent director

ofTata Communications

Limited

Appointed

31 May 2019

Gender

Male

Ethnicity

White

Nationality

British, American

Skills

John is a visionary

technologist and highly

accomplished business

leader in the field of

technology innovation,

including Artificial

Intelligence and Machine

Learning functionality

to improve customer

experience.

He is a pioneer,

focusingon areas

suchasevent-driven

architectures, smart

environments, business

activity monitoring and

evolution of platforms

for digital business.

Key previous

experience

Co-founder, president

and chief technology

officer of Apama (now

part of Software AG)

Head of industry

solutions and chief

marketing officer of

Software AG

Chief executive officer

of Terracotta, Inc.

(asubsidiary of

SoftwareAG)

Executive vice president

of corporate strategy and

chief technology officer

at Progress Software

Chief executive officer

at Plat.One (now part

ofSAP)

Chief executive officer

of the Eggplant Group,

part of Keysight

Technologies Inc

Key external

commitments

Chief executive

officerof SER Group

HoldingGmbH



 



  



 



 



 



 



 



 



 



78 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024



 



Jonathan Bewes

Independent

Non-executive Director

Maggie Chan Jones

Independent

Non-executive Director

Annette Court

Senior Independent

Director

Derek Harding

Independent

Non-executive Director

Roisin Donnelly

Independent

Non-executive Director



 



 



 



Appointed

1 April 2019

Gender

Male

Ethnicity

White

Nationality

British

Skills

Jonathan has a wealth of

accounting and financial

experience andhas previously

served as chair onanaudit

committee.

He has strong investment

banking experience gained

over a25-year career in

thesector. Jonathan has

advised boards of UK and

overseas companies on

awiderange offinancial and

strategic issues, including

financing, corporate strategy

and governance.

Key previous experience

Investment banking

experience with Robert

Fleming, UBS, and Bank

ofAmerica Merrill Lynch

Chartered accountant

withKPMG

Vice-chair, corporate and

institutional banking

atStandard Chartered

Bankplc

Key external commitments

Senior independent director

and chair of theaudit

committee ofNext plc

Non-executive director and

chair of the audit and risk

committee of the Court of

theBank ofEngland

Non-executive director and

chair designate of MONY

GroupPlc (anticipated to

become chair on 1 January 2025)

Appointed

1 December 2022

Gender

Female

Ethnicity

Asian

Nationality

American

Skills

Maggie has deep

internationalmarketing and

brand experience gained from

her time spent at some of the

world’s largest technology

companies. She was SAP’s

first woman chief marketing

officer, responsible for

driving global marketing

across more than 180countries.

Maggie isrecognised as an

industry thought-leader in

themarketing and technology

sector and was previously

named asone of the “Most

Influential CMO” intheworld

by Forbes.

Key previous experience

Non-executive director

ofAvast plc

Chief marketing officer

ofSAP

Founder and former chief

executive of Tenshey, Inc

Key external commitments

Non-executive board advisor

to Ontinue

Non-executive director and

member of the nomination

and responsible business

committees, and designated

NED for workforce engagement

of BTGroupplc

Appointed

1 April 2019

Gender

Female

Ethnicity

White

Nationality

British

Skills

Annette has experience

ofserving as chair of a

remuneration committee,

aswell as inexecutive and

non-executive director roles

at the highest levels, including

as chair of FTSE 100 companies.

Annette has a strong technology

background combined with a

record of using ecommerce

todrive commercial success.

Annette has expertise in

mentoring leaders to achieve

greater clarity of purpose and

provide apractical approach

toproblem-solving.

Key previous experience

Senior independent

directorof Jardine

LloydThompson Group

Chief executive officer of

Europe General Insurance for

Zurich Financial Services

Chief executive officer

oftheDirect Line Group

Member on the board

oftheAssociation of

BritishInsurers (ABI)

Non-executive director

ofFoxtons Group plc

Chair ofAdmiral Groupplc

Key external commitments

Chair of WH Smith PLC

Director of Admiral Europe

Compañía de Seguros

SAU(AECS)

Appointed

2 March 2021

Gender

Male

Ethnicity

White

Nationality

British

Skills

Derek has significant

financial experience,

including leading business

transformations and sharp

financial acumen. He has

broad experience across

arange of commercially

focused financial and

operational roles including

strategy, investor relations,

mergers and acquisitions.

Key previous experience

Chief financial officer

ofSenior plc

Group finance director

ofShop Direct

Finance director

ofWolseleyUK

Chief financial officer

ofSpectris plc

Key external commitments

President, Spectris

Scientificand board

memberof Spectris plc

Appointed

3 February 2023

Gender

Female

Ethnicity

White

Nationality

British

Skills

Roisin brings extensive

customer, marketing and

branding experience to the

Board, gained during her

executive career at Procter

&Gamble. She has a strong

background in digital

transformation and data,

and significant knowledge

and experience of developing

Environmental, Social and

Governance (ESG)strategies

at board level.

Key previous experience

Non-executive director

ofJust Eat plc

Non-executive director

ofHomeServe Limited

Non-executive director

ofHolland & Barrett

Limited

Non-executive director

ofBourne Leisure Limited

Key external

commitments

Non-executive director

ofNatWest Group plc

Non-executive director

ofPremier Foods plc

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 79

Our leadership continued

Executive Leadership Team

Changes to

theExecutive

Leadership Team

during FY24 and

asat the date of

thisreport

• Derk Bleeker

wasappointed

asChief

Commercial

Officer on

1 March2024

• Eduardo Rosini

was appointed

asChief

GrowthOfficer

on1 March2024

• Aziz Benmalek

stepped down

from the Executive

Leadership Team

on 14 February 2024

• Cath Keers will

stepdown from

the Executive

Leadership Team

on 31 December

2024

Walid Abu-Hadba

Chief Product

Officer

Derk Bleeker

Chief Commercial Officer

Vicki Bradin

General Counsel and

CompanySecretary

Amanda Cusdin

Chief People

Officer

Appointed

1 January 2022

Skills and experience

Walid has extensive

industryexperience and

leadership skills gained

inthe technology sector,

with a breadth of sector

experience including

software development and

products. He is passionate

about driving strategy

andbuilding the culture

thatdelivers tangible,

customercentric solutions.

Walid joined Sage in 2021,

having previously spent

20years at Microsoft,

wherehe was corporate vice

president responsible for

thedeveloper and platform

evangelism group, before

joining ANSYS, Inc as

chiefproduct officer.

Mostrecently he was senior

vice president of Oracle

Developer Tools. He also

holds several senior

boardadvisor roles in the

technology sector and

patents in the field of AI.

Appointed

1 October 2019

Skills and experience

Derk is accountable for

Sage’s commercial

performance and operations

globally. Derk joined Sage

in2014 and has held a number

of commercial, finance, M&A,

and strategy leadership

roles, including as Sage’s

Chief Corporate Development

and StrategyOfficer and

most recently as President—

EMEA.Derk became Chief

Commercial Officer on

1 March 2024.

He has in-depth experience

as a leader of corporate

development, gained

fromworking for a global

industrial and medical

technology company.

He also has experience

inprivate equity and as

anM&Aspecialist in

investment banking.

Appointed

1 October 2016

Skills and experience

Vicki leads the Legal,

Company Secretariat, Cyber

Security, Risk, Compliance,

Assurance and Procurement

teams. She has extensive

corporate legal experience,

built over 20 years in global

and magic circle law firms

and in-house at large

multi-nationals andUK-

Iisted companies.

Vicki contributes in-depth

software and technology

sector knowledge and

experience across a breadth

of legal areas including

M&A,litigation, risk, and

intellectual property.

Appointed

1 October 2017

Skills and experience

Amanda joined Sage in

March2015, becoming

ChiefPeople Officer in

September 2018. As well as

leading our global People

function, Amanda has overall

executive accountability for

Sage’s Places strategy,

creating world class

workplaces that promote

innovation, productivity,

andwellbeing, and amplify

the Sage experience for

colleagues and visitors alike.

Before joining Sage,

Amandaspent 18 years

withina number of FTSE

organisations, where she

worked across all aspects of

Human Resources to drive

change and transformation,

with particular focus on

M&Aintegration. She is

passionate about developing

talent and leadership, and

creating truly inclusive

organisations which

promotediversity.



Steve Hare

Chief Executive Officerand member

of the Executive Leadership Team

See Board of Directors, page 78.

Jonathan Howell

Chief Financial Officer and member

of the Executive Leadership Team

See Board of Directors, page 78.

80 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024



 



Aaron Harris

Chief Technology

Officer

Cath Keers

Chief Marketing Officer

Amy Lawson

Chief Brand and

Corporate

Affairs Officer

Eduardo Rosini

Chief Growth

Officer



 



Appointed

1 April 2019

Skills and experience

Aaron is a key contributor

and creator of Sage’s

technology strategy and

advisor on its software

architecture.

He has more than 20 years

ofhigh-tech engineering

experience in business

applications and software

development strategies.

Aaron was a founding

leader of Sage Intacct,

which was acquired by

Sagein 2017.

He led the company’s

product vision and

technology direction,

establishing Sage Intacct

asthe innovation leader

incloud financial

management solutions.

Appointed

8 September 2020

Skills and experience

Cath is responsible for

theglobal strategy and

governance across all

ofSage’s marketing,

including brand, events,

digital channels, and

marketing operations.

Shehas valuable knowledge

of digital and customer

experience insights with

adeep understanding

ofleveraging sales and

marketing activity to

buildsuccessful brands.

Her breadth of sector

experience includes retail,

marketing, and business

development, gained in

commercial roles at large

global businesses.

Cath joined the Sage

Boardin July 2017 as an

independent Non-executive

Directorand then served

asa non-independent,

Non-executive Director from

April 2020 to June 2020.

Appointed

1 March 2022

Skills and experience

Amy joined Sage in 2015,

becoming Chief Corporate

Affairs Officer in 2022. She

is responsible for corporate

affairs and sustainability

at Sage, including internal

and external reputation and

engagement. From FY25,

Amy will also be responsible

for the Brand, forming a

newBrand and Corporate

Affairs function.

She sets the global

communications strategy

across PR, colleague

communications, public

affairs and technology

analyst relations.

Amy is also a former

BoardAssociate at Sage.

Prior to joining Sage,

Amywas head of the

Cabinet Office media

operation as acivil servant

for the UK government and

was Head of Communications

for Channel 4 News, where

shewas responsible for

protecting and promoting

the reputation of the national

news programme, its

journalism and its presenters.

Appointed

1 March 2024

Skills and experience

Eduardo joined Sage in

2023and was appointed

Chief Growth Officer in

2024. He leads our global

GTM strategy, programmes

execution, and centres

ofexcellence.

Eduardo has over 30 years

ofexperience in global

sales, marketing and

business development with

global software companies,

including Microsoft, where

he was corporate vice

president for the SMB

Solutions andPartners

group. His leadership

andexpertise has been

instrumental inscaling

global GTM organisations

to effectively meet the

needs of SMB customers for

leading software companies.

1. The Executive Leadership Team

composition data reflects the

information as at 30 September

2024and includes the Executive

Directors

2. Jonathan Howell and Cath Keers’

tenures do not for this purpose

include their time as Non-executive

Directors

Executive Leadership

Team composition

Gender

Experience

Tenure

Technology and Innovation

12.5%

Financial 12.5%

Customer success 25.0%

Marketing/Brand 12.5%%

Corporate affairs 6.25%

Male 6

Female 4

Less than a year 1

1–3 years 2

3–6 years 4

Over 6 years 3

Strategy 12.5%

Colleague success and ESG

12.5%

Legal, risk and governance

6.25%

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 81

Corporate governance report

Governance framework

The Company’s governance framework

ensures the optimum effectiveness of the

Board, its Committees, and senior leadership

Scan the QR code for further

insight into Sage leadership

Board of The Sage Group plc.

The Board provides entrepreneurial leadership and defines the Company’s purpose, strategy and

Values. Collectively, the Board is accountable for the Group’s strategic direction, and ensures

alignment with its culture to secure the long-term sustainable success of the Company, for the

benefit of all Sage stakeholders and wider society. More information about the Board’s responsibilities

isin the Matters Reserved for the Board document, available on our website

The Board is supported by three Committees with delegated authority to ensure they give the

appropriate level of consideration on important topics on behalf of the Board. TheChairof

eachCommittee reports to the Board on a regular basis to ensure all Board members have

oversightof decision-making on the delegated matters

Each Committee operates under Terms of Reference approved by the Board, which are reviewed

annually and can be found on our corporate website www.sage.com/en-gb/company/about-sage/

leadership/board-committees/

Shareholders

Our shareholders are the owners of the Company and they play an important part in

shaping our governance. More information about our shareholder engagement can

be found on pages 54 and 88

Executive Leadership Team

The Board delegates responsibility for the day-to-day strategic deliveries and operational

management of the Company to the CEO

Led by the CEO, the Executive Leadership Team is empowered by the CEO to execute and achieve the

strategic and commercial goals, enhancing operating and financial performance while adhering

toestablished risk management and internal control frameworks, with a focus on overseeing and

nurturing the company culture

Remuneration Committee

To determine the Remuneration Framework

and establish the Remuneration Policy

and packages fairly for the Executive

Directors, the Chair, and other designated

individuals and senior management,

having regard to pay across the Group

and the views of stakeholders

Nomination Committee

To lead the process for successful

succession planning of the Board,

review its composition, including

thestructure and diversity of

itsCommittees. The Committee

oversees a talent development

framework for senior management

to maintain continuity of skilled talent

Audit and Risk Committee

To oversee the Group’s financial and

narrative reporting and risk management,

assess effectiveness of internal control

procedures, independence of Sage

assurance (internal audit) and the external

auditor. Responsibilities also include

overseeing the integrity, accuracy, and

consistency of the Group’s Sustainability

and ESG non-financial disclosures

See pages 116 to 155

forRemuneration

Committee Report

See pages 108 to 115

forNomination

Committee Report

See pages 100 to 107 forAudit

and Risk Committee Report

82 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

The Board comprises the Chair, seven independent

Non-executive Directors and two Executive Directors.

There is a clear and distinct division between the roles of

theChair and the Chief Executive Officer. Each has a clearly

defined remit, which is established and agreed by the Board.

As Directors of the Company, both the Non-executive and

Executive Directors have the same duties, but distinct roles

on the Board, which ensures the appropriate accountability

and oversight.

Roles and division of responsibilities

Andrew Duff

Chair

• Leadership and effective operation of the Board

• Sets the Board agenda and ensures the Board receives

accurate and timely information

• Leads the annual review of the Board effectiveness process

• Promotes an inclusive and open culture in the debate

toensure effective decision making as individuals

andasacollective

• Ensures stakeholder views are considered in Board

discussions and decision making

• Promotes the highest standards of corporate governance,

assisted by the Company Secretary, anddemonstrates

objective judgement

• Promotes and safeguards the interests and reputation

oftheCompany

Steve Hare

Chief Executive Officer

• Develops and proposes the corporate strategy (including

sustainability) for Board consideration and leads the

implementation of the strategy, having regard to

shareholders and other stakeholders

• Leads the Executive Leadership Team and senior

management to run the Group’s business

• Ensures the Chair and Board are advised and updated

regarding any key matters

• Leads the Executive Leadership Team in overseeing

theoperational and financial performance of Sage

• Maintains an effective and disciplined internal controls

andrisk management environment to ensure risks are

rigorously managed

• Ensures Sage operates in line with its Values by doing

theright thing and keeping its promises

Jonathan Howell

Chief Financial Officer

• Manages the Group’s financial affairs, including

any tax and treasury matters

• Supports the CEO in implementing the corporate

strategy and overseeing operational performance

• Ensures effective financial reporting, processes,

andcontrolsare in place

• Engages with Sage’s stakeholders, including managing

relationships in the investment community

• Provides insights into the Group’s commercial and

financialposition from within the business

• Recommends the annual budget and long-term

strategic and financial plan

Annette Court

Senior Independent Director

• Provides support and acts as a sounding board for the Chair

• Serves as an intermediary for the Non-executive Directors

• Acts as an alternative contact for shareholders, if concerns have

not been addressed through normal channels of communication

• Leads the performance appraisal of the Chair by the

Non-executive Directors

• Together with the Nomination Committee, leads an orderly

succession process for the Chair

Sangeeta Anand, Dr John Bates,

Jonathan Bewes, Maggie Chan Jones,

Roisin Donnelly and Derek Harding

Independent Non-executive Directors

• Contribute, challenge and monitor the delivery

of strategic objectives and Group performance

• Oversee internal controls and the Risk Management

Framework and ensure they are rigorous

• Provide external perspectives, independent insight,

andsupport based on relevant experience

• Engage with internal and external stakeholders and

take their views into account in their decision making

• Perform a key role in succession planning together with the

Board Committees, Chair, and Senior Independent Director

• Serve on Committees and contribute to the effectiveness

ofthose Committees

• Devote sufficient time to the Company to meet

their responsibilities

• Shape our governance and culture across the Group

Vicki Bradin

Company Secretary

• Ensures the Board and its Committees receive

relevant and timely information to function

effectively and efficiently

• Ensures clear and timely information flow between

the Board and its Committees, and between senior

management and Non-executive Directors

• Advises and keeps the Board on legal, compliance,

and corporate governance matters

• Supports the Chair with Board procedures by facilitating:

— The provision of comprehensive and tailored

inductionsforNon-executive Directors

— Non-executive Directors’ training and

professionaldevelopment

— Non-executive Directors’ engagement

planswiththebusiness.

The Non-executive Directors’ terms of appointment are available for inspection at Sage’s Registered Office.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 83

Corporate governance report continued

Board governance

The Board is responsible for the leadership of the Group and

for setting the culture. The Board is committed to maintaining

the highest standards of corporate governance in the

management of its affairs and is supported by the activities

ofits Committees, as demonstrated in the governance

framework on page 82. Information is shared throughout the

governance framework, to ensure that all decision making is

well informed, transparent, and balanced.

The governance framework also includes a number

ofadditional supporting management committees,

withthreekey corporate committees:

There are further management committees which help

driveefficiencies, mandated by the CEO and CFO and their

membership is made up of either Executive Directors and/or

senior management within the business, accordingly.

The subsidiary entities of the Group are also subject to the

same robust standards of corporate governance and operate

within a clearly defined delegated authority framework,

which is fully embedded across the Group.

Board composition

The Board recognises that the diversity of its Directors

should reflect a range of views, insights, perspectives,

andopinions, to facilitate constructive discussion and

enables enhanced decision making and effectiveness. The

composition of the Board is subject to ongoing review and

allBoard appointments follow a formal and rigorous search

process, which complements the comprehensive succession

planning activities. The Board delegates to the skill and

expertise of the Nomination Committee the responsibility

tomaintain the appropriate composition of the Board. The

Nomination Committee ensures diversity features strongly

in its work on succession planning.

Annette Court was appointed as Senior Independent Director

with effect from 1 January 2024, following a rigorous internal

selection process that established her suitability as successor

to the outgoing Senior Independent Director.

The Board’s DEI Policy was refreshed during FY24 and sets

out its approach to diversity, equity, and inclusion (DEI) for

the Board and its Committees. The Board DEI Policy ensures

that appointments are made on merit set against objective

criteria. The Board is mindful of the targets as set out

bytheUK Listing Rules, and aims to meet them as far as

possible; however, it recognises that there may on occasion

betemporary periods when this is not possible. As at

30 September 2024 and the date of this report, the Board

meets the gender and ethnic diversity targets set by the

FTSE Women Leaders Review, theParker Review, and the UK

Listing Rules, with 40% of Board members being women,

Annette Court holding one ofthe specified senior Board

positions, and two members of the Board being from an

ethnic minority background. Further information on Board

and executive management diversity is providedin the

Nomination Committee report on page 104.

The Disclosure Committee

ensures compliance withthe obligations of the UK

Market Abuse Regulation, supports the Board in

assessing when Sage may have inside information

andensures accurate and timely disclosure.

TheDisclosure Committee comprises the Chair,

ChiefExecutive Officer, Chief Financial Officer,

Chairof the Audit and Risk Committee, and the

GeneralCounsel and Company Secretary.

The Global Risk Committee

has the ultimate accountability of determining and

managing strategic risks in order to mitigate risks

andenable opportunities identified by the business.

The Global Risk Committee comprises the General

Counsel and Company Secretary (Chair), the Chief

Executive Officer, and the Chief Financial Officer.

The Sustainability, AI and

Data Ethics Committee

provides oversight for the direction and progress of

Sage’sSustainability and Society strategy andongoing

adherence and developments to the AIand Data Ethics

Principles. The Committee comprises the Chief Corporate

Affairs Officer (Chair), EVP Sustainability and Foundation,

EVP Chief Risk Officer (AIand Data Sponsor), General

Counsel and Company Secretary, Chief Product Officer,

Chief People Officer, andChief Technology Officer.

The Mergers and Acquisitions Committee

considers proposals to acquire, divest, and/or make

investments in businesses at the appropriate tollgates

outlined in the Merger, Acquisition & Divestiture Policy.

The Committee comprises the Chief Executive Officer

(Chair), Chief Financial Officer, General Counsel and

Company Secretary and the Chief People Officer.

84 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Induction

All new Directors are given a comprehensive, formalised

induction programme tailored to their individual needs.

These programmes consist of meetings and events, designed

toensure a smooth transition for the new Director to the

Board. The programme is organised around three themes:

business familiarisation, corporate governance including

Directors’ duties, and Director development. As part of the

business familiarisation theme, the Directors spend time

with members of the Executive Leadership Team and senior

management to gain a deeper understanding and insight

ofthe operation of relevant function lines and significant

elements of the business.

During the induction period, the Director is regularly asked

for feedback, and the programme is adapted as necessary.

Independence of the Non-executive Directors

The independence of Non-executive Directors allows them

tosufficiently and constructively challenge management,

underpins objective decision making and is the foundation

ofgood corporate governance. As part of the annual review,

the Board monitors independence by reviewing the external

commitments and interests, and the tenure of each Non-

executive Director. The Board considers all its Non-executive

Directors to be independent in character and judgement in

accordance with the Code.

Scan the QR code for insight into

Sage’sBoard Committee membership

andtheir Terms of Reference

As announced by the Company in October 2024, Sangeeta

Anand will be stepping down from the Board at the conclusion

of the AGM on 6 February 2025, which the Board acknowledges

could, from that time and for a period of time, impact Sage

meeting the target of atleast 40% of the Board being women.

The Nomination Committee has initiated a process to appoint

a new Non-executive Director and will update themarket on

its progress with thisappointment.

Please see page 104 for further details of the

skills and experience of the Board and pages

100 to 107 for more information on the Board DEI

Policy and the succession planning activities

of the Nomination Committee

Annual election and re-election of Directors

In accordance with Sage’s articles of association, and

theCode, all Directors who wish to continue to serve

aresubject to shareholder election or re-election at

theAGM.Forfurther information, please see page 104

oftheNomination Committee Report.

Time commitment

The Board takes the time commitment of the Non-executive

Directors seriously and, as such, they are advised, prior to

their appointment, of the commitments expected as part of

their role at Sage. Non-executive Directors must seek prior

approval of the Board for any additional external appointments.

The Board considers the nature of each external appointment

carefully, taking advice from the Nomination Committee,

toensure that the effectiveness of the Board would not be

compromised and that the Directors will have sufficient time

todischarge their obligations satisfactorily. No instances

ofoverboarding were identified during FY24. For further

information, please see page 85 of the Nomination

Committee Report. The Non-executive Directors devote

considerable time to the Group beyond the schedule of

Boardand Board Committee meetings. Their activities

include consideration of out-of-cycle papers and submitted

reports and discussion with the senior management and other

subject matter experts, between Board meetings. Their

activities also extend to briefings and training to ensure

they maintain an in-depth understanding of the business

and are kept up to date withemerging technology,

regulations, and other matters affecting the Group. All

Directors also attend site visits and participate in formal

engagement plans to meet colleagues and other stakeholders.

For further information on the Directors’

activities during FY24, refer to pages 90 to 93.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 85

Corporate governance report continued

Managing conflicts of interest

Directors are required to disclose any actual or potential

conflicts of interest to the Board immediately when they

arise throughout the year. At each Board meeting, the Board

formally considers a register of interests, commitments, and

potential conflicts of the Directors, including potential new

external appointments for Directors. When appropriate, the

Board gives necessary approvals in accordance with our

articles of association. If any possible conflict exists,

Directors recuse themselves from consideration of the

relevant subject matter.

Schedule of Board meetings

Board meetings are conducted in an environment that fosters

open conversation, constructive challenge and debate. The

Board is committed to maintaining a comprehensive schedule

of meetings and a forward agenda to ensure its time is used

most effectively and efficiently, and is supported bythe

Company Secretary to facilitate this. Members of theBoard

and Committees are expected to attend every scheduled

meeting and any ad hoc meetings, where possible. If a

Director cannot attend a meeting, due to either exceptional

circumstances or prior commitments, they are encouraged to

provide comments and observations to the Chair of the Board

or Committee, so these can be provided at that meeting. The

Board considers its meetings an important opportunity also

to meet colleagues at different operating locations each year

and aims to hold at least two meetings in different locations,

providing an opportunity to engage with a diversegroup

ofcolleagues, including senior business leaders. This

approach allows the Board to gain a deeper understanding

ofthe business, listen to local colleagues’ perspectives

inperson, and ask questions directly.

The Board is presented with standing papers from the

priormeetings of the Audit and Risk, Nomination, and

Remuneration Committees, which provide information on

the key strategic decisions taken. At Committee meetings,

irrespective of whether a Director is a member or not, they

may attend, subject to recusal if any matter concerns the

individual(s) orraises a potential conflict of interest.

Directors Scheduled Board

Nomination

Committee

Audit and Risk

Committee

Remuneration

Committee

Andrew Duff

– –

Steve Hare

– – –

Jonathan Howell

– – –

Sangeeta Anand

–

Dr John Bates

–

Jonathan Bewes

–

Maggie Chan Jones

– – –

Annette Court

Roisin Donnelly

– –

Derek Harding

–

Drummond Hall

–

Vicki Bradin

1. Attendance at meetings in accordance with the formal schedule of meetings during FY24. The table shows the Committees’ current memberships.

Thecomposition of all Committees complied with the Code throughout the year. In FY24, there was 100% attendance at all scheduled Board meetings

andCommitteemeetings by members. Committee attendance as set out above reflects attendance by Committee members only.

2. Jonathan Bewes was appointed to the Nomination Committee on 1 May 2024.

3. Annette Court stepped down as Chair of the Remuneration Committee on 1 May 2024. She continues to serve as a member of the Audit and Risk,

Nominationand Remuneration Committees.

4. Roisin Donnelly succeeded Annette Court as Chair of the Remuneration Committee on 1 May 2024.

5. Drummond Hall resigned as an independent Non-executive Director on 31 December 2023.

6. The Company Secretary acts as a Secretary to the Board and all the Committees.

Board and Committee meeting attendance and cross-membership

Key

Board Nomination

Committee

Audit and Risk

Committee

Remuneration

Committee

Board

Chair

Committee

Chair

Secretary

86 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

In addition, the Chairs of the Audit and Risk, Remuneration

and Nomination Committees update the Board on the

proceedings of those meetings, including keytopics

andareas of concern.

To further assist information flows between the Board

anditsCommittees, there are cross-memberships of

theCommittees, as shown in the table on page 86.

Informal Board interactions

The Board appreciates the importance of informal

opportunities to meet and interact outside the

Boardroom.This includes Board dinners, where

theBoardgathers in an unofficial capacity to be

togetherandstrengthen its existing relationships.

Such unstructured opportunities allow team bonding

and promote an open culture, especially when the

Directors are joined by other Sage colleagues from

throughout the business.

Board Strategy Day

An annual Strategy Day is conducted with the Board

and senior management to engage in deep, strategic

thinking, review progress, identify opportunities

and challenges, and set the direction for Sage’s

long-term future.

In FY24, the Strategy Day took place in January 2024,

atthe Newcastle office. Presentations covered topics

such as product development, customer insights,

andthe competitive landscape. The Board engaged in

discussions on strategic proposals, evaluated progress

in executing the strategy, and considered the ongoing

integration of a high-performance culture throughout

the business.

For further information on Board activities,

refer to pages 90 to 93.

Board meeting timeline

- 3 years

Dates and venues of Board meetings are set.

- 1 year

A rolling calendar of standing and periodic

agenda items for the following 12 months

iscompiled and updated when appropriate,

addressing key developments in the business.

- 1 month

The agenda of the meeting is prepared by

the Company Secretary in consultation

with the Chair and CEO. Report writers are

sent templates and guidelines addressing

format, which include stakeholder-specific

considerations and the content required,

reminders of allocated actions and deadlines

for submission of draft and final papers.

- 7 working days

Papers are submitted to the Company

Secretary for final review.

- 5 working days

Papers are circulated to the Board via a secure

web portal, allowing Directors sufficient time

to review and consider matters.

+ 10 working days

Minutes of the meeting and a schedule

ofactions are sent to the Chair for review.

Those responsible for matters arising are

asked to provide an update prior to the

following meeting. The rolling calendar is

updated after each meeting (as required),

in readiness for the next meeting.

Board meeting

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 87

Corporate governance report continued

Board engagement

Engaging with all our stakeholders is crucial to the Group’s

long-term success. This year, the Board connected with all

key stakeholders to understand their interests and incorporate

them into Board decision-making. The Board also acknowledges

the importance of meeting colleagues outside the formal

meeting schedule, engaging in casual in-person interactions

togain a deeper understanding of Sage’s culture.

Further information regarding engagement

activities with our stakeholders can be found

onpages 44 to 54.

Annual General Meeting

The 2024 AGM was held on 1 February 2024 at Sage’s Newcastle

office, as an in-person meeting. All our Directors, as well as

the external auditor and members of senior management,

werepresent in person at the 2024 AGM.All resolutions at

the2024 AGM were voted on a poll andwere passed with over

89% of votes cast in favour. Detailsof our past AGMs are

onour website, www.sage.com. The website is the principal

meansby which wecommunicate with shareholders.

The 2025 AGM is scheduled to be held on Thursday,

6 February 2025 at Sage’s Newcastle office. The AGM is

akeydate intheBoard’s calendar allowing, an important

opportunity toengage with shareholders.

Sage provides shareholders with the opportunity to submit

questions about the business or any matter pertaining to the

business of the AGM ahead of the meeting. Further details

will be provided to our shareholders in the Notice of Meeting

for the 2025 AGM.

Engagement with shareholders

Building meaningful relationships and maintaining ongoing

dialogue with shareholders is crucial to Sage’s strategy,

asshareholders significantly influence the Company’s

long-term direction. Continuous engagement with our

shareholders keeps the Company informed about investor

concerns and interests, enabling Sage to respond, grow, and

improve performance. This approach ensures that investor

views areheard and that Sage’s objectives and strategy

areclearly understood. Sage provides quarterly updates

ontrading performance to shareholders. After announcing

interim andfinal results, analysts are invited to presentations

andinteractions with the Executive Directors. The Investor

Relations team organises a dedicated programme for

Executive Directors to engage with shareholders through

post-results roadshows and on an ad hoc basis.

Further information regarding engagement

activities with our shareholders can be found

on page 54.

88 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Scheduled Board and Committee meetings timeline

November

Board meeting

Audit and Risk

Committeemeeting

Disclosure Committee meeting

2 Remuneration

Committeemeetings

January

Disclosure Committee meeting

February

Board meeting

Audit and Risk

Committeemeeting

Nomination Committee meeting

Remuneration Committee meeting

May

Board meeting

Audit and Risk

Committeemeeting

Nomination Committee meeting

Remuneration Committee meeting

Disclosure Committee meeting

July

Board meeting

Remuneration

Committeemeeting

Disclosure Committee meeting

September

Board meeting

Audit and Risk

Committeemeeting

Nomination Committee meeting

Remuneration Committee meeting

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 89

Corporate governance report continued

The table below sets out the key areas of Board focus during the year and how these align

with the Group’s Principal Risks. It also highlights the key stakeholders considered in the

Board’sdiscussions and decision making. The principal decisions of the Board during

FY24areincluded in the Strategic Report on pages 46 and 47.

Board activities

Strategy and operations

Key stakeholders considered

• CEO report presented to each Board meeting, including

keystakeholder, technology, and innovation updates

• CEO strategic execution dashboard discussed at each

Boardmeeting

• Group structure considerations, including M&A strategy

• Board Strategy Day held to consider in depth strategic

direction,priorities, and investment

• Deep dives on each of Sage’s strategic priorities

Link to Principal Risks

People and culture

Key stakeholders considered

• Annual Board talent review and succession planning

• Monitoring progress on the Group’s global DEI strategy

• Update on Board Associate and colleague engagement activities

• Sage Foundation annual update

• Sage Belong annual update

• Sage Values and culture update

Link to Principal Risks

90 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Key stakeholder groups considered during FY24

Customers Colleagues Shareholders Society

Customer experience

Developing and exploiting

newbusiness models

People and

performance

Cyber security

Readiness to scale

Execution of product

strategy

Route to market

Culture

Data and AI governance

Environmental, Social

and Governance

Principal Risks

Customers and innovation

Key stakeholders considered

• CEO update, including customer satisfaction and

engagementmetrics

• Sage network strategy and measures discussed

• Consumer trends and technology developments discussed

• Competitor analysis and market share

• Key region business updates, including GTM performance,

productstrategy, and regional deep dives

Link to Principal Risks

Finance

Key stakeholders considered

• CFO report and financial performance update

ateachBoardmeeting, including KPI Dashboard

• Investor relations update at each Board meeting

• Interim and full-year results and trading updates

• Interim and full-year report and accounts

• Business planning review and FY25 budget approval

• Interim and final dividend

• Balance sheet, capital structure, and liquidity

Link to Principal Risks

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 91

Risk management

Key stakeholders considered

• Reviews of Principal Risks, including risk profile and appetite

• Review of internal controls framework

• Updates from management on whistleblowing cases

• Emerging risk trends

• Macro environment trends

• Review of escalated significant operational risks, where required

• Review of business resilience and continuity arrangements

Link to Principal Risks

Governance

Key stakeholders considered

• Review of Sage’s core policies

• Review of Matters Reserved for the Board and theBoardrolling agenda

• Annual effectiveness review and evaluation

• Review of Board Committee Terms of Reference

• Annual Report and Accounts review and approval

• Annual General Meeting

• Annual review of Sage stakeholders

• Litigation updates

• Modern Slavery Statement review and approval

• Review of insurance programme and Directors’ andOfficers’

liability insurance

Link to Principal Risks

Breakdown of Board activities

The proportion of time spent on the Board’s key areas

offocus at its scheduled meetings is set out in the

adjacentdiagram, with further details of its activities

onpages90 to 93.

Strategy

The Board receives updates on the Group’s strategy at each

Board meeting and also holds a Strategy Day every year;

please refer to page 87 for more details.

Executive updates

The CEO and CFO provide updates to the Board at each

scheduled meeting.

Governance

The Board receives regular legal and regulatory updates

ateach Board meeting.

Corporate governance report continued

92 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

ESG

Key stakeholders considered

• Annual updates on progress against voluntary frameworks

andnon-financial regulations, including the EU Corporate

Sustainability Reporting Directive (CSRD) and Sage’s

readinessprogramme

• Review of Sage’s Sustainability and Society strategy,

includingESG frameworks, materiality assessment review,

stakeholder insights and net zero update

• Sustainability and Society Report and Climate Report

overviewprovided

• Review of climate change risks for Sage and TCFD disclosures

• Sustainability reporting assurance oversight provided

Link to Principal Risks

Cyber threat

Key stakeholders considered

• Chief Information Security Officer updates at each Board meeting

• Review progress of cyber security strategy

• Regular updates on incidents and key industry developments

• Insights provided on cyber threat landscape and relevant threats

linked to Sage’s business and technology strategy

• Detailed progress updates on cyber risk reduction programmes

and key initiatives

Link to Principal Risks

20%

Governance

25%

Executive

updates

55%

Strategy

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 93

Corporate governance report continued

How the Board monitors culture

The Board uses a variety of tools to monitor culture

across the Group and to gain feedback from Sage

colleagues. The Board and Executive Leadership

Teamsetthe tone from the top to ensure that

colleagueslive Sage’s Values in order to build a

workingenvironment where teams consistently

driveanddeliver extraordinary outcomes.

This high-performance culture focuses on excellence,

accountability, and continuous improvement, and is

particularly relevant for leaders, with direct links

between Sage’s leadership principles and more

broadlyrecognised high-performance methods.

The table on the facing page highlights some

ofthecultural monitoring tools and key metrics

thattheBoard has used during FY24.

Scan the QR code

forfurther insight

into the Sage DEI policy

the right

We do

thing

Human

We make connections with customers, partners

and colleagues, through empathy and care.

Bold

We are curious, courageous, ambitious and creative.

Simplify

We strip away complexity.

Trust

We deliver our promises to customers,

colleagues, society and shareholders.

94 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Board

effectiveness

The Board reviews its own effectiveness annually to ensure it is working well and to monitor the culture

within the Boardroom itself. It sets the correct culture at the top of the organisation and demonstrates

andpromotes the Sage Values, which are then promoted by leaders throughout the Group.

Compliance

updates

Regular compliance-focused updates are presented at Board meetings, including the annual review of Sage’s

core compliance policies, which allows the Board to understand potential issues and focus its attention as

required. The core compliance policies are assessed, as well as the Group’s Modern Slavery Act Statement

andwhistleblowing reports, which together give the Board visibility of the overall compliance culture at Sage.

High-

performance

culture

programme

In FY24, Sage launched a high-performance culture programme which has been designed to drive awareness of

thebehaviours required to achieve its strategic ambition. Leaders in the Group were brought on this journey,

co-delivering 80 “Leading Extraordinary Teams” sessions to over 1,600 people managers, including: a three-hour

in-person, intensive workshop on creating a culture of accountability; sessions on managing performance with

clearfeedback that’s honest and actionable; and driving results for Sage to scale and grow. This was reported to

theBoard which gives the Board comfort that Sage leaders have the tools they need to drive a high performance

culture in line with the Sage Values.

Pulse Surveys

Sage’s Pulse Survey collects candid feedback from all areas of the organisation, which helps to foster a

culture of accountability and honesty. Pulse Surveys give the Board greater insight into colleague experiences

across the Group and provide direct feedback on areas that can be improved. In September 2024 there was a

strong response rate with 85% of colleagues responding and over 11,000 comments received. As a key part of

colleague listening our Pulse Survey continues to provide rich feedback. The eSAT score remained stable at 76.

Board

Associate

The Board Associate provides meaningful engagement between the Board and Sage colleagues, allowing

theBoard to gain insight into Sage’s culture. This mechanism to hear the colleague voice in the Boardroom

is in line with the expectations of the Code.

Read more about our Board Associate’s engagement activities during FY24 on pages 96 and 97.

Focus on

People

The Board receives regular updates on Sage’s People strategy, covering matters including succession

planning, talent, recruitment, and retention. In FY24, the Board undertook deep dives on matters including

Sage Belong (including progress of embedding DEI) and an update on the engagement activities, and work

oftheBoard Associate covering their first 10 months in the role.

Read more about this on pages 24 to 29.

DEI strategy

The Board receives regular updates on Sage’s DEI strategy and the inclusive culture at Sage. Management’s

DEIAccountability Board plays an important role in shaping an inclusive workforce at Sage and the Board

receives updates on progress. In FY24, Sage expanded its DEI self-disclosure programme, “All About Us”

through a localised approach to understanding and increasing self-disclosure levels in regions with lower

disclosure. This approach, which included a localised and translated five-month engagement exercise, led to

ourglobal self-disclosure rate increasing to 64%. As part of the work on global gender diversity in leadership

goal, Sage has embedded diverse hiring principles into the talent acquisition process and provide quarterly

monitoring to empower functional leaders to proactively address underrepresentation. At the end of FY24,

thenumber of teams now meeting the global gender diversity goal is 41%.

Read more about our DEI initiatives and progress on pages 106 and 107.

Board

engagement

sessions

Informal engagement sessions allow the Board to speak with Sage colleagues directly and understand

whatmatters most. The Board is available to answer questions from colleagues during these engagement

sessions and when out on site visits.

Read more about the programme of Board engagement sessions in FY24,see pages 50 and 51.

Colleague

conversations

Sage colleagues can interact with the CEO and other senior leaders directly to ask questions during Sage TV Live

Q&A sessions. In FY24, Q&A topics included: the Company’s strategic evolution and future direction; products,

strategy, partnerships, and culture; and AI and Sage Copilot. The CEO Open Circle enables a group of high-

potential colleagues across all functions to meet with the CEO prior to a Board meeting. The CEO uses this

session to getperspectives on matters that are discussed at Board meetings. The Open Circle provides insight,

feedback and ideas to the CEO, who can then feedback to the Board. Membership includes the Board Associate.

Action How the Board monitors culture

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 95

Colleague engagement and communication activities with our Board Associate:

March 2024

• Introduction Podcast

published on the role

of a Board Associate

inSage by Amy

Cosgrove, hosted

inNewcastle

May 2024

• Colleague 1:1s in London

focused on key topics

from Pulse Survey results,

including the evolving

operating model and

location strategy

Corporate governance report continued

Each Board Associate has contributed

aunique blend of diverse backgrounds,

mindsets, and viewpoints to Board

discussions and the decision

makingprocess.

To ensure that the role continued to

fulfil its purpose, the Board reviewed

the scope and responsibilities of the

rolein September 2023, along with

theselection process, tenure and

criteria. The Board deliberated on

itsconsiderations and supported the

evolution of the selection process and

extended the tenure of the assignment

from 18 to 24 months. The selection

process included members of the

Executive Leadership Team nominating

colleagues from their teams who they

believed met the criteria to take on this

important role. Nominated colleagues

then went through a rigorous four-stage

selection process including a video

submission and interviews with the

Chief People Officer and the General

Counsel and Company Secretary. The

final round washeld with a panel of

three Non-executive Directors,

including the Board Chair.

The Board commented on the

exceptional calibre of candidates,

making the decision for the Board a

challenging one and noted that Amy

Cosgrove stood out with great energy,

passion and strong communication

skills, together with herdeep insight on

the colleague experience across Sage’s

North American and Product teams.

Amy joined Sage in March 2020, and

herrolefocuses on People Business

Partnership for senior leadership in

North America and Product, which

provides her with a unique vantage

point and brings a powerful colleague

perspective to Board discussions.

Q

What were your initial

thoughts when you were

nominated for the Board

Associate role and how do

yousee this role?

Absolutely delighted and excited,

although a bit nervous to begin with!

I am based in the US, so I was initially

not fully aware of the UK Corporate

Governance Code recommendations

and the intended purpose of this role.

So, when I was nominated, Istarted

reading on the scope and responsibilities

and spoke with DerekTaylor and Amy

Lawson, who hadserved in this role

previously to provide me with additional

insight. Their understanding and

observations were invaluable, and

Iquickly realised that the purpose

Rendezvous with our

newBoard Associate:

AmyCosgrove, VP People

NorthAmerica and Product

Our newest Board Associate,

Amy Cosgrove, VP People

North America and Product,

was appointed in January

2024. Since 2017, the role of

Board Associate has played

acrucial part in bringing

thecolleague voice into the

Boardroom and educating

colleagues on the role of

theBoard at Sage.

June 2024

• Article published on

firstsix months of

BoardAssociate role,

including insights from

two Board meetings

Amy Cosgrove

Board Associate

96 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

ofthe role is special and unique,

andthe spirit of the role was much

wider than the specific requirements

ofthe Code. It became clear that the role

helps the Board understand colleague

sentiment at a deeper and more

unfiltered level, so it meaningfully

contributes to the Board’s decision-

making process. I feel well placed to

help colleagues understand more about

the Board, how and why they make

certain decisions, and how to help

colleagues understand the outlook

from the other perspective.

I am honoured to have been selected

asthe Board Associate. It is a genuine

privilege to engage in this unique way

with our Board of Directors, and I am

working diligently to bring the voice

ofour colleagues forward and to share

back with colleagues what I learn.

Q

How effective have you

found the induction

programme in preparing

forthe role?

The comprehensive educational

induction programme was key in

positioning me to be successful

inmyfirst Board meetings, which

followed within three weeks of my

appointment. Being embedded in

thebusiness doesn’t always allow

fordeep and regular engagement in

other parts of the organisation and

thetailored induction allowed me

towiden my knowledge and gave me

valuable insight into the roles of the

senior management teams and their

functions. I must also add that my

onboarding deck continues to be my

playbook, and I frequently access it

inpreparation for Board meetings.

Furthermore, I regularly engage with

Company Secretariat, which allows me

to address any matters in advance of

Board meetings and collaborate with

them as a sounding board on colleague

engagement plans.

Q

You have been in

therole for about

tenmonths, can you share

what have been the most

pressing opportunities

andchallenges in your role?

I have really enjoyed the learning

process as I am insatiably curious. This

platform has given me anopportunity

to learn so much more about Sage and

our colleagues and has provided me

with the chance to bring an informed

colleague perspective tothe Boardroom.

In terms of challenges, I think it’s

‘time’, because this role is in addition

to my everyday job! I have sought to

represent a wide range of colleague

views during discussions and to help

everyone at Sage to better understand

the role of the Board. I acknowledge

there is more to be done to ensure that

Icreate the deepest impact intended

forthe role. My objective next year is

therefore to continue to manage my

time, to drive that collaboration

withthe Board and our colleagues,

anddrivethe best outcome for Sage

and allits stakeholders.

Refer to pages 50 and 51 for

information on colleague

engagement activities

July 2024

• Interview with

AnnetteCourt on

herroleas a Senior

Independent Director

• Colleague roundtable

inBarcelona focused

onthe colleague impact

ofchanges in Iberia

August 2024

• Article published

onBarcelona Board

meeting and colleague

roundtable insights

September 2024

• Fireside chat with

DrJohnBates, Non-

executive Director,

attended by colleagues

inAtlanta to discuss the

Board’s view on progress

around Sage Copilot

• Hosted a colleague

roundtable (at which Board

members were present) to

discuss colleague sentiment

in NA, including outcomes of

the September Pulse Survey

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 97

Corporate governance report continued

Board evaluation

Board evaluation process

The Board undertakes a formal, annual performance

evaluation to provide the Board and its Committees with

anopportunity to consider and reflect on the effectiveness

of its activities, the quality of its decision-making and the

contributions of each Board member. In FY24 the evaluation

was carried out internally.

FY24 Board evaluation

Stage 1

The internal evaluation was led by the

Chair and supported by the Company

Secretary, using an online evaluation

toolprovided by a new provider Lintstock,

with a view to refreshing the process and

user experience. Lintstock isindependent

of and has no other linkswith the Company

or its Directors.

The Chair and the Company Secretary

agreed the broad scope of the evaluation

anda tailored Board questionnaire was

compiled with regards to the provisions

and principles outlined in the Code.

Similar topics were retained from

previous years, to maintain continuity

and monitor progress, alongside any

matters ofspecific importance in FY24.

For more information on the FY24 areas

of focus, please see page 99.

Stage 2

All Directors completed the tailored online

questionnaire addressing key Board matters,

including effectiveness; strategic oversight;

risk management and mitigation; Board

composition and succession planning;

Boarddynamics and support; culture and

advancement of diversity and inclusion;

oversight of sustainability disclosures and

how effectively members worked together

toachieve objectives. In addition, further

questionnaires covered each of the Board

Committees, the Chair’s performance and

other Directors’ individual performance.

TheCompany Secretary and a selection

ofregular meeting attendees were also

invited to respond.

The respondents rated questions on a sliding

scale score and were encouraged toprovide

additional open feedback in comment boxes

to provide further insight.

The responses including open-ended

questions were analysed and grouped

thematically and listed in order of

prominence into detailed reports.

Stage 3

The Chair presented the output from the

FY24 evaluation at the September Board

meeting and feedback on each Committee

was discussed at each Committee meeting.

The Chair also met with each Director

individually to discuss their performance.

The Chair’s performance was considered

and led by the Senior Independent Director

at the September Board meeting without

the Chair’s participation. Feedback was

then shared with him.

The Board considered the key findings

fromthe evaluation process and agreed

keyareas of focus for FY25. These are set

out on page 99.

Board evaluation cycle

The evaluation concluded that the Board, its Committees, the Chair, and the Non-executive Directors continue to operate effectively.

The objective of the evaluation was to provide an assessment of:

• the Board’s effectiveness and governance;

• effectiveness of the Board’s Committees; and

• effectiveness of individual Directors, including the Chair.

FY24:

Internally facilitated

evaluation, using online

evaluation tool provided

by Lintstock Ltd

FY25:

Expected to be an

independent externally

led evaluation

FY23:

Internally facilitated

evaluation, using online

evaluation tool provided by

Independent Audit Limited

FY22:

Externally facilitated

evaluation carried out

byIndependent Board

Evaluation (IBE)

Board

Overall, the results of the FY24 Board evaluation were very positive with no major concerns or issues

identified. Feedback and scores reflected a strong and positive culture and an effective and well managed

Board. The feedback from the evaluation is being used to help inform and shape theBoard agenda and its

priorities in FY25 asset out on page 99.

Board Committees

The feedback for the Board Committee review was also very positive, with Committee members agreeing that

the Committees were functioning effectively, and their respective Chairs encouraged open and meaningful

participation. Key strengths aswellas potential improvements were highlighted.

Individual Director

assessment

Highlighted that each Director continues to make an effective contribution to the Board and that Non-

executive Directors demonstrate their independence with objective challenge and commitment to their role.

Chair assessment

Board members reflected that the Chair continues to devote sufficient time to his role, continuing to lead

theBoard constructively. It was concluded that he excels in his role and displays all the desired skills and

attributes of an experienced, collaborative, inclusive and competent Chair while encouraging a culture of

openness and debate.

98 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Observations from FY24 Board evaluation and with focus areas for FY25

FY24 Board

evaluation themes Outcomes Areas of focus for FY25

Effectiveness

Very engaged, cohesive, collaborative

Boardwithdiversity of thoughts

Continue to constructively challenge management

tomaintain focus on driving long term growth

Strategic

oversight

Good oversight on strategy with

clarityonfinancialperformance

Continue to focus on execution of the technology strategy,

witha particular focus on AI, Sage Network andSage Copilot

Provide clarity on M&A strategy and ambition

Continue to monitor competitor landscape and Sage’s

performance as against the competition

Risk

management

and mitigation

Appropriate delegation to the Audit & Risk Committee,

with considerable focus on cyber, data protection and

business ethics noted

Maintain awareness of emerging risks, opportunities, and

trends specific to Sage and the industry, and continue

monitoring of successful delivery of strategy to execution

Composition

and Succession

planning

The Board and its Committee have appropriate

diversity, experience, knowledge and skills

Continued focus on succession plans for the Board

andcapability development for key senior management

positions. Continue to monitor how diversity is being

builtinto talent pipelines

Oversight

ofculture

High engagement with colleagues and appropriate level

ofoversight identified. Board Associate arrangement to

obtain colleague views noted tobe working well

Ensure culture remains a focus on Board agendas

(meetings and engagement)

Board dynamics

andsupport

Information is received at the right time to allow

theBoard to effectively carry out its responsibilities

leading to effective decision making

Ensure Board paper length does justice to more

complextopics

Continue to invite external speakers, to build knowledge

on strategic discussions and give a fresh perspective

forcontinuous education for the Board

1. Following Sangeeta Anand’s decision to stand down fromthe Board at the 2025 AGM to focus on her other boardand US business commitments, a process

isunderway to appoint a new Non-Executive Director.

Progress against the areas identified for focus following the FY23 internal evaluation are shared below:

FY24 areas of focus Actions implemented in FY24

Succession planning will continue

tobeanarea of priority for the Board,

withfocus on exposure to thetalent

pipelinefor the Non-executive Directors

The Board, through its delegation to the Nomination Committee, has spent time inFY24

focusing on Committee appointments. Senior Independent Director succession discussions

were held before Annette Court took up the role on 1 January 2024

Executive Leadership Team succession planning activities were discussed extensively

through out the year at Nomination Committee meetings

Continue to focus on how a high

performance, high productivity

cultureisbeing fostered within Sage

Directors provided with opportunities during FY24 to engage with colleagues in less formal

discussions. This was also supplemented with updates on progress and initiatives todrive

high-performance culture through the organisation at the February and July Board meetings

Continue to focus on execution of the

SageNetwork strategy

The Board was updated on the execution of the Sage Network strategy at the Board Strategy

Day and through FY24

Keep focus on management of risks

arounddata ethics and data usage

withinthe AI space

The Audit and Risk Committee was briefed on thescope and progress made by the newly

constituted Sustainability, AI and Data EthicsCommittee

Keep visibility of emerging risks,

opportunities, and trends specific to

Sageand the industry, developments and

potential disrupters to Sage’s business

A targeted paper was presented and discussed at the February Board to discuss the risk

environment, Sage’s preparedness and the challenges and the opportunities it presented

An external speaker was invited to July Board dinner, to discuss and further contextualise

thebroader geo-political risks and their potential consequences for Sage

Maintain focus on the competitor landscape

and understanding ofSage’s performance

against itscompetitors

The Strategy Day included a focus on the competitor landscape and market share. The Board

was provided with more tailored regional updates on these topics at the July and September

Board meetings

Enhance understanding of customer

experience, sentiment and insight

Customer satisfaction and engagement metrics are shared at every Board meeting

Continue to monitor return on

investmentofacquisitions

12 and 24 month performance and integration review of material acquisitions are now

included asa standing agenda item

Maintain a commitment to ongoing learning

and development opportunities as a Board

Market sentiment updates from Sage’s brokers were provided to the Board during the year

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 99

Committee purpose

and responsibilities

The Nomination Committee (the

“Committee”) is responsible for

leading the process for Board

appointments by keeping under

reviewthe structure, size, and

composition of the Board, and

ensuringthat the Board and its

Committees have the optimum

balanceof diversity, skills,

knowledge,and experience.

Other key responsibilities

oftheCommittee include:

• ensuring formal, rigorous, and

transparent procedures are in place

forBoard appointments and that

effective, orderly succession planning

is maintained by advising the Board

on the identification, assessment,

andselection of candidates

Nomination Committee

• driving the diversity, equity, and

inclusion agenda while ensuring

thatall appointments are made on

merit against objective criteria

• reviewing the time commitment

oftheDirectors to ensure they have

sufficient time to meet theirBoard

responsibilities

• assisting with delivery of a

comprehensive induction programme

for new Non-executive Directors

andensuring oversight of ongoing

education needs

• ensuring a high-quality Executive

Leadership Team and senior

management are in place, supported

bycredible succession plans, to

support the needs of the business

and deliver to all our stakeholders

• leading the annual Board evaluation

process and ensuring that resulting

areas for development are

addressedeffectively

Allocation of time

Other Nomination

Committee members

The Committee has maintained an optimal

combination of skills, experience, knowledge

anddiversity to facilitate effective governance

and decision making.

Andy Duff

Chair of the Nomination Committee

Dr John

Bates

Annette

Court

Jonathan

Bewes

1 . With effect from1 May 2024.

Board and Board Committee composition 20%

Corporate Governance (including DEI) 13%

Succession planning 67%

Corporate governance report continued

100 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Dear shareholders,

I am pleased to introduce the report

ofthe Nomination Committee, which

sets out the role of the Committee and

the important work it has undertaken

during the year.

The Nomination Committee supported

the Board with monitoring the

composition of the Board and its

Committees, to ensure that Sage

remains prepared for an orderly

succession of the Board and its

Committees, while maintaining

anoptimum combination of skills,

experience, knowledge and diversity

toenable effective governance and

decision making.

As previously communicated to

shareholders, Drummond Hall stepped

down from the Board on 31 December

2023 and, following a thorough internal

process, Annette Court was appointed

as Senior Independent Director with

effect from 1 January 2024. As a result

of Annette’s appointment, the Company

is pleased to report that it now meets

the target set by the FTSE Women

Leaders Review and the UK Listing

Rules to have at least one of the senior

board positions (Chair, CEO, CFO,

orSenior Independent Director)

heldbya woman.

The UK Listing Rules also require listed

companies to disclose annually their

position against the target of 40%

women on listed company boards.

TheCompany also achieved this target

following Drummond Hall’s retirement

in December 2023. As at the end of

FY24 and as at the date of this report,

the Board comprised 40% women.

FY24 also saw changes in the composition

of our Board committees. Iwas pleased

to welcome Jonathan Bewes as a member

of the Nomination Committee from

1 May 2024 and Roisin Donnelly succeeded

Annette Court as Chair of the Remuneration

Committee on that same date. On

reviews on ethnic diversity, including

the Parker Review, and I am pleased

toconfirm that the Board has met

throughout FY24 the target under

boththe UK Listing Rules and the

Parker Review to have at least

oneBoard member from an ethnic

minority background.

The Board has considered the extension

of the scope of the Parker Review to

encompass senior management teams

operating in the UK in disclosures on

ethnic diversity, which we fully support.

Please see report on progress towards

our Group-wide DEI target on page 107.

Further information on the diversity

ofthe Board and Executive Leadership

Team can be found on pages 104 and 105.

In accordance with the 2018 Code,

theCommittee actively reviews the

time commitments of the Board to

ensure all Directors have sufficient

timeto meet their Board responsibilities.

Further information is on page 102.

Following an internally facilitated

effectiveness review this year, I am

pleased to report that the process

demonstrated that this Committee

continues to operate effectively across

its responsibilities. Further information

on the outcome of the evaluation

conducted in FY24 can be found on pages

98 and 99. The Board has committed

toundertaking an externally facilitated

effectiveness review during FY25.

I would like to thank the members of the

Committee for their open discussion,

insight and challenge this year. Their

ongoing commitment and contribution

to our work enables the Committee to

fulfil its responsibilities successfully.

Andrew Duff

Nomination Committee Chair

behalf of the Board, I would like to

convey my sincere thanks to Annette

for her strong leadership and impactful

contributions during her tenure as

Chair of the Remuneration Committee.

Sangeeta Anand has advised the Board

that she will not stand for re-election

at the next Annual General Meeting on

6 February 2025 in order to fully focus

her time on her other board and US

business commitments. The Board is

grateful to Sangeeta for her valuable

contribution, knowledge and industry

expertise since her appointment. The

Nomination Committee has initiated a

process to appoint a new Non-executive

Director and we will keep our shareholders

updated with progress with this

appointment as appropriate.

The Committee and the Board are

cognisant of the FTSE Women Leaders

Review and the UK Listing Rules targets

for gender diversity at Board level and

will minimise any temporary period

when the Board’s gender diversity may

fall short of the target to have at least

40% women on the Board. In seeking to

appoint a new Director, the Board will

always follow a rigorous and transparent

process, suited to the Company’s

strategic priorities.

The Committee also dedicated

considerable time during the year

tosuccession planning activities

forour Executive Leadership Team,

keeping under review the leadership

needs of the business and to ensure

that we continue to invest and develop

our diverse pool of high-potential

internal talent.

The Committee’s focus on diversity,

equity and inclusion remained

unchanged during the year, both

atBoard level and with regard

tomonitoring progress across the

Group. In addition to its support of the

FTSE Women Leaders Review, the Board

is supportive of the ambition shown in

The Committee held three scheduled meetings during the year, in line with its Terms of Reference. The Committee

Termsof Reference can be found www.sage.com/en-gb/company/about-sage/leadership/board-committees/ and are

reviewed annually to ensure they remain fit for purpose. Theagenda for each Committee meeting is based on a standing

agenda for the financial year but tailored and updated throughout as appropriate.

Details of individual attendance at scheduled meetings are set out on page86. Details of the skills and experience

oftheCommittee members can be found in their biographies on pages 78 to 79.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 101

Board and Board

Committeecomposition

The process for making new appointments

to the Board is usually led by the Chair,

except when the Committee is dealing

with the Board Chair succession. The

Committee has procedures for appointing

new Non-executive and Executive

Directors, which are clearly set out in

its Terms of Reference. When considering

new appointments, all recommendations

to the Board are made on merit against

objective criteria which take into account

experience, skills, and ensuring an

appropriate diversity, in the broadest

sense, in the resulting membership

ofthe Board. Time commitment,

independence, and potential conflicts

of interest are also considered before any

recommendation is made to the Board.

Further information on the

assessment of independence

ofNon-executive Directors

canbe found on page 85

On review of the composition of the

Board during the year, the Nomination

Committee concluded that the Board

had an optimum membership, taking

into account experience, skills, and

ensuring an appropriate diversity,

inthe broadest sense. Annette

Court,who succeeded Drummond

Hallon 1 January 2024 as Senior

Independent Director, has brought

herknowledge and experience to

therole during the year.

Board Committee membership is also

reviewed periodically to maintain

anoptimum combination of skills,

experience, knowledge, anddiversity

toenable effective governance and

decision making. InFebruary 2024,

theCommittee led areview of the

membership of the Board’s Committees,

which informed theappointment

recommendations to the Board

inrelation to the Nomination

Committee and Remuneration

Committee membership.

Roisin Donnelly was appointed as Chair

of the Remuneration Committee with

effect from 1 May 2024, succeeding

Annette Court, bringing to the role

herwide experience on remuneration

committees, including her experience

and insight gained from being a

member ofthe Sage Remuneration

Committee since March 2023, and

afresh leadership perspective on

remuneration matters. Annette Court

maintains hercurrent Committee

membership roles, serving on the

Nomination, Remuneration, and Audit

and Risk Committees. Jonathan Bewes

was appointed as a member of the

Nomination Committee with effect

from 1 May 2024, to assist inits work

ofmaintaining and deepening Board

capabilities and, in turn, succession

planning activities with his deep

knowledge and experience of the

Sagebusiness.

As announced by the Company in

October 2024, Sangeeta Anand will

bestepping down from the Board

attheconclusion of the AGM on

6 February 2025. The Nomination

Committee has initiated a process to

appoint a new Non-executive Director

and will update our shareholders on

itsprogress with this appointment

asappropriate in due course.

External directorships

andtime commitments

The Committee keeps under review

thenumber of external directorships

held by each Director. Any proposed

new external appointments or other

significant commitments of the

Directors requirethe prior approval

ofthe Board.

In May 2024, the Committee conducted

a thorough review of other significant

commitments held by Directors at that

time, taking into account the Company’s

own policies and investors’ published

voting policies on the number of board

mandates considered appropriate for

directors. The Committee concluded,

havingassessed criteria such as time

commitments, meeting attendance, and

other directorships, thatall Directors

continued to beeffective in and

demonstrate commitment to their

respective roles,devote sufficient time

to theirduties, and make a valuable

contribution to Board discussions.

During the year, the Committee

reviewed the proposed appointment

ofJonathan Bewes as an independent

Non-executive Director and Chair

Designate of MONY Group plc with

effect from 1 July 2024, with the

expectation of his taking up the

Chairrole on 1 January 2025. The

Committee concluded it was satisfied

that Jonathan Bewes would continue to

be able to devote sufficient time to his

duties onSage’s Board following this

appointment, and, without Jonathan

Bewes present, recommended the

appointment be approved by the Board.

The Committee further reviewed the

proposed appointment of Sangeeta

Anand as an independent director

onthe board of Tata Communications

Limited. The Committee was satisfied

that she would be able to continue to

fulfil herresponsibilities appropriately

onthe Sage Board, and recommended

the Board approve the proposed new

appointment.

Succession planning for the

Executive Leadership Team

and senior management

To ensure effective succession planning

for the Executive Leadership Team and

senior management, the Committee

maintains visibility on a diverse group

of colleagues identified as potential

successors, and on how Sage attracts

andretains skilled individuals, and

develops high-potential talent, while

ensuring its continued ability to compete

effectively in the marketplace. During

the year, the Committee reviewed

specific Executive Leadership Team

members and their roles to proactively

identify andprogress succession plans.

Both the Board and Committee are

dedicated to providing high-potential

colleagues with opportunities to

present at Board meetings and

participate in initiatives beyond

theBoardroom.

Corporate governance report continued

102 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

In FY24, Executive Leadership Team

members and senior management

presented to the Board and its Committees

on topics including Sage’sstrategic

priorities, risk management, product

demos, financials, investor relations,

cyber security, and sustainability matters.

High-potential colleagues are also

invited to participate in initiatives

outside the Boardroom, offering exposure

to and interaction with Boardand

Committee members in avariety of

settings. For colleagues, opportunities

such as Board engagement events and

Non-executive Director mentoring

provide learning and development

experiences. For Board members and,

inparticular, Committee members,

theseevents inform succession planning

and assist in identification of

development needs within the internal

talent pool, resulting in well-informed

discussions in Committee meetings.

Opportunities for interaction with wider

colleagues and senior management

remain an area of focus for the Board

andwill continue to be pursued in FY25.

Further information on the

diversity ofthe Executive

Leadership Team and their

direct reports can be found

onpage 104 and 105

Committee effectiveness

andevaluation

The Board is committed to maintaining

the highest standards and conducts a

formal and rigorous evaluation of its

performance, including the performance

of its Committees, individual Directors,

and the Chair annually.

In accordance with the provisions of

theCode, the Board also conducts an

externally facilitated evaluation at

leastonce every three years. In FY24 the

evaluation was internally facilitated.

Theoutcomes of the evaluation of the

Committee were presented and considered

in September 2024. The overall conclusion

from this year’s evaluation was that the

Committee continues to work effectively

and is operating appropriately in line

with its Terms of Reference.

Further information on the

evaluation of the Board, the

Committees and individual

Directors, as well as full details

on the internal evaluation

process, outcomes, and next

stepsare available on pages 98

and 99

Diversity, equity andinclusion

Following adoption of the Board DEI

Policy (“the Policy”) in FY21, the Board

annually reviews this policy to ensure

itremains fit for purpose and reflects

best practice. The Board DEI Policy

applies tothe Board and its Committees.

The Policy acknowledges the importance

ofdiversity in its broadest sense, as

akey element of Board effectiveness,

and that, while all appointments are

based on merit and objective criteria,

the Board is fully committed to meeting

the targets as set out by theFTSE

Women Leaders Review, the Parker

Review and the UK Listing Rules, as

well as our own internal Global Gender

Diversity Target.

The Board DEI Policy sits alongside

Sage’s Group-wide policy, Code of

Conduct, and associated global

policies, which set out our broader

commitment to DEI. The purpose of

theBoard DEI Policy is to set out the

approach to DEI for the Board and for

its Committees, with the intention of

supporting the succession planning

work of the Committee in creating and

maintaining the appropriate Board and

Committee composition, and to drive

the tone from the top to create a truly

diverse and inclusive business where

differences are respected, and

everyone’s contributions are valued.

The Board and senior management

believe diversity is key to providing

theright blend of perspectives and

insights required to meet our purpose

and strategy.

In FY24, the Committee and Board

conducted an annual review of the

Board DEI Policy and concluded that

the Policy was broadly aligned to

andreflected the wider Sage culture,

group-wide DEI policy and values. The

Policyevolved further to include Sage’s

target that,by December 2027, 20% of

the Executive Leadership Team plus

their direct reports will be people

whoself-identifyas being from a

historically underrepresented race or

ethnic group. The updated Policy also

acknowledges that our Values are a key

element in our wider DEI commitment,

and outlines additional expectations

ofexecutive search firms in relation

tounderstanding our Values and DEI

commitments, ensuring that all parties

involved intherecruitment process

take aunifiedapproach.

The Board and the Committee

willcontinue to monitor progress

against the Board DEI Policy to

providemeaningful disclosure in

theAnnual Report and Accounts on

thePolicy’simplementation and

progress inmeeting its objectives.

The Board DEI Policy is

available on our website

at www.sage.com

Directors’ key skills

andexperience

A Board skills review was conducted

during FY24 to highlight any gaps and

to identify key skills and experience

valuable to the effective oversight of

the Company and the execution of its

strategy. Overall, the Committee felt

that there were no significant areas of

concern or exposure in any category

and concluded that the current structure,

size and composition of the Board and

its Committees remained appropriate

and that it had the correct range of

skills, experience, independence and

knowledge to enable it to effectively

discharge its duties and responsibilities.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 103

Directors’ key skills

andexperience

Andrew

Duff

Sangeeta

Anand

Dr John

Bates

Jonathan

Bewes

Maggie

Chan Jones

Annette

Court

Roisin

Donnelly

Drummond

Hall¹

Derek

Harding

Steve

Hare

Jonathan

Howell

Executive and strategic leadership

Financial acumen

Technology and innovation

Remuneration and people

Audit and risk

Sustainability and environment

Strategy and M&A

Customer-centricity

International experience

1. Drummond Hall retired on 31 December 2023.

Re-election of Directors

On the recommendation of the Board, acting on the advice of the Committee, all Directors who wish to continue to serve

willretire at the next Annual General Meeting on 6 February 2025 and submit themselves for re-election. Having assessed

numerous criteria such as independence, time commitments and other directorships, meeting attendance, skills, knowledge

and experience and Board diversity, the Committee and the Board are satisfied that the Directors continue to be effective in

and demonstrate commitment to their respective roles. The Committee is satisfied that the Directors dedicate sufficient

time to their duties, demonstrate enthusiasm in their roles, and make a significant and valuable contribution to the

Company’s leadership.

As announced in October 2024, Sangeeta Anand has decided to retire from Sage’s Board to focus on her other board

andUSbusiness commitments, and so is not seeking re-election at the 2025 AGM.

Board composition*

Gender

Female 4

Male 6

Ethnicity

White 8

Asian 2

Nationality

British 8

American 2

Age

40 to 49 1

50 to 59 3

60 to 69 6

Length of tenure

Less than a year 0

1 to 3 years

3 to 6 years 6

Over 6 years 2

* The Board composition data reflects the information as at 30 September 2024.

Corporate governance report continued

104 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

UK Listing Rules—Board and executive management diversity reporting

The Committee recognises the requirements under the UK Listing Rules to disclose data in a prescribed format about the

gender identity or sex, and the ethnic background of members of the Board and executive management.

Approach to data collection

The data used for the purpose of our disclosure against Board diversity targets, as set out on this page, was collected as part

of the annual declaration process, whereby the Board and the Executive Leadership Team confirmed the details through the

internal DEI dashboard or through self-declaration. The data is used forstatistical reporting purposes and is provided with

consent. The data in the tables below is as at our chosen reference dateof 30 September 2024. Further information on gender

balance of those in senior management and their direct reports can be found on page 29.

Board and executive management gender

Number of

Board

members

Percentage of

the Board

Number

ofsenior

positions

onthe Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage of

executive

management

Men 6 60% 3 6 60%

Women 4 40% 1 4 40%

Not specified / prefer not to say – – – – –

Board and executive management ethnicity

Number of

Board

members

Percentage of

the Board

Number

ofsenior

positions

onthe Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White (including minority White

groups) 8 80% 4 9 90%

Mixed/Multiple ethnic groups – – – – –

Asian/Asian British 2 20% – – –

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab – – – 1 10%

Not specified/prefer not to say – – – – –

1. As per the UK Listing Rules, executive management within Sage includes the Executive Leadership Team, including the Company Secretary.

2. The data for the executive management is expected to change on 31 December 2024, when Cath Keers steps down.

3. The data for the Board is expected to change on 6 February 2025, when Sangeeta Anand steps down. However, as noted on page 101, the Committee has

initiated a process to appoint a new Non-executive Director and further updates will be provided at the appropriate time.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 105

Board policy

Board DEI Policy objectives Implementation and progress against objectives

All appointments to the Board should be

made on merit against objective criteria

which take into account experience, skills,

and the need to ensure an appropriately

diverse balance in the resulting

membership of the Board

The Board and the Committee are committed to ensuring the composition

ofthe Board exhibits a diverse mix of skills, personal attributes, professional

and industry backgrounds, geographical experience and expertise, independence

of thought, gender, age, tenure, race, ethnicity and broader aspects of diversity

which may include, for instance, disability, sexual orientation and socio-

economic background.

Consider candidates for appointment

tothe Board from as diverse a pool of

applicants as possible, ensuring that

therecruitment and selection process

hasbeen reviewed to mitigate bias

The Board and the Committee seek a wide and diverse list of candidates

forBoard appointments, including in terms of gender, race,sexual orientation,

disability, socio-economic background, ethnic background, experience

(including those with no previous public listed company non-executive

experience), geographical experience, personal attributes, knowledge,

skills, and independence of thought, always with the aim ofsecuring the

very best candidate for the position.

Continue to meet (or where appropriate

inrespect of future targets, work towards

meeting) the targets of the Parker and

FTSEWomen Leaders Reviews and the

FCA’s UKListing Rules, as well as our

internal Global Gender Diversity target,

asfar as possible, recognising that there

may be temporary periods when this

isnotpossible; such periods should

beminimised

The Board and the Committee are cognisant of the recommendation ofthe

Parker Review to have at least one Board member from an ethnic minority

background by 2024 and are satisfied that the Board continues to meet

thisrecommendation.

The Sage Board meets the target set by the UK Listing Rules and bythe

FTSEWomen Leaders Review to have one of the senior Board positions

(Chair, CEO, CFO or SID) held by a woman, following Annette Court’s

appointment as Senior Independent Director.

At least 40% of the Board identify as female, meeting the target for Board

gender balance set by the UK Listing Rules. Sage’s performance against this

target may be impacted when Sangeeta Anand stands down from the Board

on 6 February 2025. However, as noted on page 101, a process is underway to

appoint a new Non-executive Director and further updates will be provided

at the appropriate time.

Engage executive search firms who

understand Sage’s Values and approach to

diversity, equity and inclusion, have signed

up to the Voluntary Code of Conduct on

both gender and ethnic diversity and best

practice, and utilise an open recruitment

process for non-executive roles

Although there were no Board appointments in FY24, the Board has engaged

with the Lygon Group, in advance of Sangeeta Anand stepping down from the

Board in February 2025. The Lygon Group has no other connection with the

Company or with individual Directors other than to provide recruitment

services. It has signed up to the Voluntary Code of Conduct on both gender

and ethnic diversity and best practice and utilises an open recruitment

process for non-executive roles.

Ensure advertisements, role descriptions

and long lists, reflect the Board’s diversity

commitments in respect of gender, race,

ethnicity, personal attributes and the wider

aspects of diversity, as set out in this policy

All role briefs are maintained to reflect the Board’s policy of considering

adiverse pool of candidates with different backgrounds.

Corporate governance report continued

106 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Group-wide DEI Initiatives

The Board receives updates from members of the Executive Leadership Team and senior management on Group-wide

DEIinitiatives and monitors progress against DEI objectives. The following table outlines key progress in FY24:

Group-wide Initiative Progress in FY24

All About Us colleague participation

This initiative encourages colleagues to voluntarily share

insights about themselves.

Sage is committed to a workforce that fully represents the

many different cultures, backgrounds and viewpoints of its

customers, partners and communities. When the personal

insights are combined, colleagues’ contributions will

provide an accurate view of Sage’s colleague population and

help sharpen the Company’s focus to remove inequities.

Participation in the year grew to 64% (2023: 55%). The

globalparticipation target for the end of FY24 was 65%.

In FY24, we expanded the All About Us programme through

alocalised approach to understanding and increasing

self-disclosure levels in regions with lower disclosure,

including Portugal and Spain and our Global Customer

Services function. This approach contributed to our

globalself-disclosure rate increasing to 64%.

Colleague Success Network participation

This initiative aims to create an inclusive and welcoming

culture through well-supported colleague communities.

All of Sage’s Colleague Success Networks have the

sameoverarching goal, aiming to support the Company’s

inclusive culture. The Networks support the Company’s DEI

journey through amplifying the voices of underrepresented

communities, providing a platform for sharing experiences

and identifying shared challenges, which are fed back to

theDEI team to resolve.

Participation in the year grew to 22% (2023: 18%). The

globalparticipation target for the end of FY24 was 20%.

Throughout the year, we continued to support our

volunteer-led Colleague Success Networks through the

introduction of a global onboarding pathway for new

Co-Leads, updated governance to provide consistent

support and provision of networking opportunities and

resources. We increased network membership globally

from 20% to 22%, and launched two new networks; the

Inclusion Network in South Africa and the Veterans

Network in the UK.

Sage Group’s Global Gender Diversity target

This is intended to drive gender diversity at all levels

oftheorganisation by meeting a target of no more than

60%ofany one gender in any leadership team, anywhere

atSage,by the end of FY26.

41% of leadership teams currently meet this target

(2023: 34%).

The Company acknowledges that there is further work

required to continue increasing the percentage of

leadership teams meeting this ambitious target each

yearand to achieve the overall target by the end of FY26.

In FY25, it is intended that targeted work continues

withindividual teams to understand their representation

data, skills challenges, hiring opportunities, progression

opportunities, succession pipelines, engagement,

onboarding and offboarding. This approach should

develop best practice that can be implemented globally

tocontinue progressing towards achieving the goal.

Anti-discrimination, bullying and harassment In FY24, we established a standalone global

Anti-discrimination, Bullying and Harassment

policy,inaddition to our DEI policy. This policy

outlinesour zero-tolerance approach and provides

guidance on grievance and remediation procedures,

asoverseen byour People Business Partnering team

andEmployee Relations team. Allcases are recorded

within our peoplesystem and reviewed at least quarterly.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 107

Audit and Risk Committee

Allocation of time

Other Nomination

Committee members

Corporate governance report continued

The Committee remains focused on its role in

governing Sage’s risk management internal

controls, external reporting and audit. We continue

to proactively enhance our controls environment

and governance, ensuring we are well-prepared

forfuture regulatory requirements.

Jonathan Bewes

Chair of the Audit and Risk Committee

Derek

Harding

Annette

Court

Sangeeta

Anand

Financial reporting 30%

Risk management and internal control 19%

Internal audit 23%

External audit 10%

Incident management and whistleblowing 6%

Other matters 12%

Dear shareholder,

I am pleased to present the Annual Report of the Audit and Risk

Committee (“the Committee”) for FY24. This report explains the

Committee’s responsibilities and shows how it has delivered on

theseduring the year, whilst also considering and responding to

howthe business has evolved. In executing its responsibilities, the

Committee closely monitors how both internal and external factors

mayimpact the Group’s performance, risks and controls, as well as

considering any resultant impact on financial reporting.

During the year, the Committee has interacted closely with management

and the external auditors to receive updates on standing matters.

Inaddition, the Committee has received specific updates on evolving

matters, including the updated UK Corporate Governance Code,

ESGreporting and compliance, data privacy and business resilience,

allofwhich continue to be areas of focus moving forwards.

Ernst and Young LLP (EY) have completed their final audit as the

Group’s external auditor in FY24 and the Committee thanks them

fortheir rigour, robust challenge and insight over the years. We look

forward to engaging with our new external auditor, KPMG LLP (KPMG),

subject totheir appointment at the upcoming annual general meeting.

108 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Activities and evaluation

During the year, the Committee

oversaw the Group’s financial and

ESGreporting, risk management

andinternal control procedures and

thework of Sage Assurance (internal

audit) and the external auditors.

The Committee also received

updatesduring the year on how

theGroup is preparing for the UK’s

Audit and Corporate Governance

Reform, having noted the revised

UKCorporate Governance Code

whichwas issued in January 2024.

During the year, the Committee’s

performance was reviewed as part

ofaninternal board evaluation

process, which included consideration

of the effectiveness of the Chair of the

Committee. The internal evaluation,

shared with both the Chair of the

Boardand the Chair of the Committee,

supported the performance and

effectiveness of the Committee.

The Committee operated during the

year in accordance with the principles

of the Financial Reporting Council’s

(“FRC”) UK Corporate Governance Code

2018 (the “Code”) and the associated

recommendations set out in the

FRC’sGuidance on Audit Committees.

Role of the Committee

The Committee is an essential part of

Sage’s overall governance framework.

The Board has delegated to the Committee

the responsibility to oversee and

assess the integrity of the Group’s

financial reporting, internal controls

and risk management (including risk

appetite, tolerance and strategy),

whistleblowing, anti-bribery and fraud,

as well as the work of Sage Assurance

(internal audit) and the external auditor.

With respect to ESG, the Committee is

responsible for monitoring the integrity,

accuracy and consistency of both

ESGand sustainability-related

non-financial disclosures.

Activities during the year

The Committee held four scheduled

meetings during the year in line with

its Terms of Reference. Details of

individual attendance at scheduled

meetings are set out on page 86.

Regular attendees by invitation

include the Chair of the Board, the

Chief Executive Officer, the Chief

Financial Officer, the General Counsel

and Company Secretary, the EVP Group

Financial Controller, the EVP Chief

RiskOfficer and the VP Assurance. All

Committee meetings are attended by

the external auditor, EY. By invitation,

other members of management are

invited to present.

The Chair of the Committee reported to

the Board on key matters arising after

each Committee meeting. At certain

meetings, the Committee met with the

external auditor and the VP Assurance,

without management being present.

Outside these formal Committee

meetings, the Chair of the Committee

met with the Committee’s regular

attendees by invitation, as well as

theexternal auditor.

During the year, the Committee

received, considered and, where

appropriate, challenged:

• Scheduled finance updates on

business performance and significant

reporting and accounting matters,

including going concern, from the

EVP Group Financial Controller;

• The Group’s half-year results and

Annual Report and Accounts, as well

as the accompanying press release,

ahead of their review by the Board;

• A detailed summary of the Group’s

tax strategy, which was presented by

the EVP Group Financial Controller,

and subsequently approved by

theCommittee;

These responsibilities are defined in

theCommittee’s Terms of Reference,

which were reviewed and approved

bytheCommittee and the Board in

May2024.

Composition

The Code requires that at least one

member of the Committee has recent

and relevant financial experience. The

Disclosure Guidance and Transparency

Rules (DTRs) require that at least one

member has competence in accounting

and/or auditing. The Board is satisfied

that these requirements are met, with

Jonathan Bewes being a qualified

chartered accountant and experienced

Audit Committee Chair following

25years in financial services as a

corporate finance advisor in the

investment banking sector. Derek

Harding is also considered to meet

these requirements as a chartered

accountant who previously served as

Chief Financial Officer at Spectris plc

and remains on the Board as an

Executive Director of the Group.

Further, the Board considers that

theCommittee has the necessary

competence and broad experience

relevant to the sector in which Sage

operates as required by the Code.

Annette Court is a former Chief

Executive Officer with extensive

experience of leading complex,

customer-focused businesses and

Sangeeta Anand is a senior software

technology leader with an extensive

understanding and knowledge of

transforming product portfolios.

Drummond Hall stepped down from

theCommittee due to his retirement

from the Board on 31 December 2023.

There have been no other changes in

the composition of the Committee

during the year.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 109

Corporate governance report continued

• Scheduled risk updates, including risk

dashboards outlining both principal

and any escalated risks. The

Committee also received summary

reports and supplementary briefings

from management on selected

Principal Risks and other ‘in-focus’

reviews, in addition to a general

update on business resilience matters;

• The assessment of Group and

principal risk appetites with

consideration of emerging risks;

• Summary reports of escalated

incidents and instances of

whistleblowing and fraud, together

with status of investigations and,

where appropriate, management

actions to remediate issues identified;

• The internal audit plan and

subsequently progress against

theplan and results of internal

auditactivities, including Sage

Assurance reports on internal

controland the implementation

ofremedial management actions,

toaddress issues identified and

make internal control improvements;

• The external audit plan and

subsequently updates on delivery of

the external audit and reports from

the external auditor on the Group’s

financial reporting and observations

on the internal financial control

environment in the course of their work.

In addition, the Committee received

updates on the transition planning

following the proposed appointment

of KPMG as the external auditor;

• Updates on the legal and regulatory

frameworks relevant to the Committee’s

areas of responsibility, including

anupdate on Data Privacy matters

from the General Counsel and

Company Secretary;

• A joint update from the EVP Group

Financial Controller and the EVP

Chief Risk Officer with respect to

theGroup’s viability statement,

including detail behind the risk

scenarios identified and the

quantification oftheir potentialimpact;

• Updates from the EVP Sustainability

and Foundation on non-financial

disclosures, including ESG metrics

and reporting along with EU Corporate

Sustainability Reporting Directive

(CSRD), as well as other ESG compliance

and related reporting matters.

Audit and Corporate

Governance Reform

During the year, the Committee

received updates from the EVP Group

Financial Controller and EVP Chief

RiskOfficer with respect to the Group’s

preparedness for Audit and Corporate

Governance Reform. As part of this,

detailed updates were provided with

respect to the refresh of the Group’s

internal control framework and

operational resilience.

The Committee noted that the revised

UK Corporate Governance Code was

issued in January 2024, effective from

2025 onwards, and that the programmes

around internal control put the Group

in a good position to meet the new

recommendations of the Code.

Financial reporting, including

significant reporting and

accounting matters

The agenda for every Committee

meeting includes a formal finance

update from the EVP Group Financial

Controller. This informs the Committee

about developments in the Group’s

reporting and accounting environment,

and compliance with relevant

reportingstandards. During the

year,the Committee considered how

these developments were addressed

inpreparing the Group’s financial

statements, ensuring that applicable

requirements were appropriately

reflected. The Committee assessed the

overall quality of financial reporting

through review and discussion of the

significant accounting matters and the

interim and annual financial statements.

The Committee’s review included

assessing the appropriateness of

theGroup’s accounting policies and

practices, confirming their compliance

with financial reporting standards and

relevant statutory requirements, and

reviewing the adequacy of disclosures

in the financial statements. In performing

its review of the Group’s financial

reporting, the Committee considered

and challenged the work, judgements

and conclusions of management. The

Committee also received reports from

the external auditor setting out its view

on the accounting treatments included

in the financial statements.

110 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Significant reporting and accounting matters

During the year, the Committee considered a number of significant reporting and accounting matters which impacted

theGroup’s financial statements. The Committee’s response and challenge over these matters is set out below:

Significant reporting

andaccountingmatters Response and challenge Cross reference

Revenue recognition

Revenue recognition continues tobean

important area of focus forthe Group.

The Group has a detailed revenue

recognition policy for each category of

revenue. This includes the application

ofrules relating to thevarious ways

inwhich the Groupsells its products.

With over a third of the Group’s revenue

generated through sales topartners

rather than end-users, the key judgement

in revenue recognition is determining

whether a business partner is a customer

of the Group.

Considering the nature of Sage’s

subscription products and support

services, this judgment is usually

basedon whether the business partner

has responsibility for payment, has

discretion to set prices, and takes on

therisks and rewards of the product

fromSage. Inherently, this assessment

can be judgemental.

• The Committee continues to oversee management’s application

ofrevenue recognition policies and during the year has continued

to monitor compliance with financial reporting and accounting

controls linked to revenue recognition. During the year there have

been no changes tothe Group’s revenue recognition policies.

• The Committee has considered the Group’s revenue recognition

policies with respect to emerging business models, including

revenue earned from services provided over the Sage Network,

particularly those which are commercialised on a consumption basis.

• As part of the preparation for the interim and annual financial

statements, the Committee obtained reports fromboth management

and EY which set out the application of accounting and reporting

treatment againstthe revenue recognition policy.

• EY provided an update to the Committee on the nature, extent

andfindings from its procedures over revenue recognition

duringthe year.

See note 3.1 in

thefinancial

statements on

pages 192 to 194.

Carrying value of goodwill

Given the Group’s goodwill balanceof

£2,130m and the continuingevolution

ofSage’s business model, the annual

assessment of the recoverability

ofgoodwill is a significant area

offocusfor the Committee.

During the year, the Group acquired

Infineo SAS for a purchase price of

£34m.The goodwill recognised for

thisacquisition is provisional and will

be finalised when the purchase price

accounting is completed in FY25.

• The Committee reviewed and considered the methodology applied

and challenged the key inputs into the impairment model including

areas of estimation and judgement such as forecast cash flows and

discount rates, with consideration to their appropriateness given

the evolving macroeconomic environment.

• Where appropriate, the Committee acknowledged the use of external

specialists to support and corroborate management’s inputs.

• The Committee further enquired as to whether any other

reasonable changes in assumptions would result in a material

impairment and therefore require sensitivity disclosure in the

financial statements. The Committee considered management’s

sensitivity testing and agreed that the possibility of such

reasonable changes is remote and therefore agree with the

disclosures provided.

• The Committee considered the level at which goodwill is tested

and concluded a consistent approach to the prior year is appropriate.

See note 6.1 in

thefinancial

statements on

pages 206 to 208.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 111

Significant reporting

andaccountingmatters Response and challenge Cross reference

Going concern and

viabilityassessment

Both the going concern and viability

assessment are key areas of focus

fortheCommittee due to the level

ofmanagement judgement required.

In preparing these assessments,

consideration was given to the

macro-economic environment.

TheCommittee received a detailed

update from management during the

yearwhich included both reverse and

scenario- specific stress testing.

• The Committee reviewed management’s process for assessing

theGroup’s longer-term viability, including thedetermination

ofthe period over which viability shouldbe assessed, the

appropriateness of the viability scenarios identified in light

oftheGroup’s Principal Risksand uncertainties and the

reasonableness of key assumptions used by management in

calculating the financial impact of a viability scenario arising.

• With consideration to the macroeconomic environment,

theCommittee reviewed the key assumptions underpinning

management’s longer-term forecasting, and the sufficiency

andadequacy of future funding requirements. As part of this

review, the Committee considered the level of available

liquidityover the forecast period.

• The Committee reviewed the results of management’s

scenario-specific stress testing for both going concern and

viability, as wellas reverse stress testing, the result of which

demonstrated theresilience of the Group’s business model.

• It was noted that under scenario-specific stress testing,

theGroupmaintains sufficient available liquidity over

theforecast period. The results of reverse stress testing

highlighted that such a scenario would only arise following a

highly significant deterioration in performance, well inexcess

ofthe assumptions in the scenario-specific stress testing.

• As part of its review and challenge, the Committee took into

consideration updates provided by the EVP Chief RiskOfficer

withrespect to the Group’s principal and emerging risks.

• The Committee approved the disclosures in relation

toboththegoing concern and viability assessment

andrecommended tothe Board the preparation of the

financialstatements under thegoing concern basis.

The Group’s

goingconcern

andviability

statements can be

found on pages 73,

74 and 156,

respectively.

Alternative Performance

Measures (APMs)

The Committee closely monitors

management’s interpretation and

definition of APMs, in particular

Annualised Recurring Revenue (ARR).

In addition, the Committee considers

thepresentation of APMsin the Group’s

Annual Report and Accounts in the

context of therequirement that they

befair, balanced and understandable.

• The Committee continues to review and challenge management’s

use of APMs and, as part of the preparation for the interim and

annual financial statements, requests aclear reconciliation

between key APMs and statutory reporting measures.

• There is a continued focus by the Committee on the ARR APM given

its importance as a key measure of business performance. At each

Committee meeting, an update on ARR performance is provided.

• The Committee has challenged the sufficiency, adequacy and

clarity of disclosures related to APMs in the Annual Report and

Accounts and considers them to be appropriately disclosed.

• The Committee also reviewed supplementary information

issuedalongside the financial statements, including the

Group’spress release, to ensure consistency in the way APMs

aredisclosed and presented on a balanced basis alongside

statutory reporting measures.

The definition

ofAPMs can be

located in the

glossary on pages

261 and 262.

Reconciliations of

statutory revenue,

operating profit

and basic earnings

per share to their

underlying

andorganic

equivalents are

inthe Financial

review starting

onpage 55.

Corporate governance report continued

Fair, balanced and

understandable

Each year, the Committee advises the

Board on whether the Annual Report

and Accounts taken as a whole are fair,

balanced and understandable and

provide the information necessary for

shareholders to assess Sage’s position,

performance, business model and

strategy. In reaching its conclusion,

theCommittee considered the results

of management’s assessment

ofgoingconcern and viability,

togetherwith disclosures relating to

the Group’s principal and emerging

risks, reviewedthe Annual Report and

Accounts as a whole, and assessed

theresults of processes undertaken

bymanagement to provide assurance

that the Group’s financial statements

were fairly presented.

These processes included an analysis

of how the key events in the year had

been described and presented in the

Annual Report and Accounts, how APMs

had been defined and presented, and

the outcome of representations received

from country management teams on

the application of a range of financial

controls. The Committee also considered

the perspective of the external auditor.

112 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Risk management and

internal controls

The Committee assists the Board in its

monitoring of the Company’s internal

control and risk management systems,

and in its review of their effectiveness.

This monitoring includes oversight of

all material controls, including financial,

operational, regulatory and compliance

controls, and assessing whether the

control systems are fit for purpose

andwhether any corrective action is

necessary. The Risk function reports

into the EVP Chief Risk Officer, with

the Sage Assurance (internal audit)

function reporting, via the VP

Assurance, directly to the Committee

to maintain independence, and

administratively into the General

Counsel and Company Secretary.

During the year, the Committee:

• Reviewed the Principal Risks, their

evolution during the year, and the

associated risk appetites and

metrics, challenging and confirming

their alignment to the continued

achievement of Sage’s strategic

objectives. At each meeting, the

Committee considered and challenged

the ongoing overall assessment of

each risk, their associated metrics

and management actions and

mitigations in place and planned;

• In line with the above, the Committee

considered a proposal from the EVP

Chief Risk Officer to make minor

changes to the external disclosure

ofPrincipal Risks (as set out on

page67) to better represent the

Group’s current strategic risks

andtheir management, which the

Committee agreed with;

• Received an update from the EVP

Chief Risk Officer on business

resilience preparedness, with a

focuson key topics including

productsecurity, enterprise IT

solutions and crisis management;

• Reviewed and considered an

assessment of the effectiveness of

risk management more broadly, and

reviewed summary reports from Sage

Risk and Controls and Sage Legal on

the Group’s adherence to policies,

including Conflicts of Interest,

Anti-Money Laundering, Sanctions,

Competition Law, Anti-Bribery and

Corruption and Modern Slavery;

• Received reports from Sage

Assurance and management on

internal control and monitored the

implementation of management

actions to remediate issues

identified and make improvements.

The Committee is satisfied that

management’s response to any

financial reporting or internal

financial control issues identified by

the external auditor was appropriate;

• Received updates from the EVP

Group Financial Controller and EVP

Chief Risk Officer on the Group’s

preparedness for the updated UK

Corporate Governance Code;

• Reviewed at each Committee

meeting any escalated incidents

andany instances of whistleblowing

and management actions to

remediate any issues identified

(seeIncident management, fraud

andwhistleblowing paragraph

belowfor further details); and

• Considered individual incidents

andassociated actions to assess

whether they demonstrated a

significant failing or weaknesses

ininternal controls, of which

nonewere identified.

For further details on the Group’s

riskmanagement and internal

controlsystems, its risk-informed

decision-making process and its

Principal Risks and uncertainties,

referto the Risk Management

sectionon pages 62 to 72.

Specific areas of focus

The Committee spent time on the

following specific areas of focus

during the year to consider and

challenge relevant, current and

important issues:

• The impact of the updated UK

Corporate Governance Code on

theGroup, with a particular focus

onthe internal control framework,

considering the enhanced reporting

requirements with respect to material

controls. Further updates on this matter

will be provided throughout FY25;

• An update on data privacy matters,

considering the results from the

latest external data protection

maturity assessment, alongside

updates on data privacy matters

relating to the Group’s strategic

initiatives, including the Sage

Network, and use of Artificial

Intelligence and Machine Learning;

and

• ESG reporting and compliance

matters, with a focus on the evolving

regulatory landscape (including EU

CSRD compliance from FY26). As part

of this, the Committee considered

the processes and controls in place

to ensure the integrity of ESG

reported information, as well as the

plans around assurance. In addition,

the Committee received updates

onthe Group’s progress towards

achieving its Net Zero targets.

Incident management,

fraudand whistleblowing

The Committee considered the

suitability and alignment of the

Incident, Emergency and Crisis

Management and Whistleblowing

policies and confirmed the

effectiveness of these policies in

facilitating appropriate disclosure

tosenior executive management

andthe Committee. At each meeting,

the Committee received a summary

report of any escalated incidents and

instances of whistleblowing and,

together with management, considered

whether there were any thematic issues

and identified remediating actions.

As part of this reporting process,

theCommittee was notified of all

whistleblowing matters raised,

including any relating to financial

reporting, the integrity of financial

management or that included any

allegations relating to fraud, bribery

orcorruption. The Committee was also

notified of all non-whistleblowing

incidents exceeding an agreed

materiality threshold.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 113

Internal audit

Internal audit is delivered by the

in-house Sage Assurance function.

Reporting directly to the Committee

and administratively to the General

Counsel and Company Secretary, its

remit is to provide independent and

objective assurance over the Group’s

operations and activities, to assist

management and colleagues in

fulfilling their responsibility to

develop and maintain appropriate

internal controls.

The specific objectives, authority,

scope and responsibilities of Sage

Assurance are set out in more detail

inthe Internal Audit Charter, which is

reviewed annually by the Committee.

The Committee also considers and

evaluates the level of Sage Assurance

resource and its quality, experience

and expertise, supplemented as

appropriate by third-party support

andsubject matter expertise, to

ensureit is appropriate to provide

therequired level of assurance over

thePrincipal Risks, processes and

controls of the Group.

Additionally, in line with both the

recommendations of the UK Corporate

Governance Code and the Institute of

Internal Auditors’ (IIA) International

Standards for the Professional

Practiceof Internal Auditing (IPPF),

theeffectiveness of Sage Assurance

isreviewed by the Committee on an

annual basis. This is supplemented

byan independent external quality

assessment (EQA) at least once every

five years, with the last EQA completed

by PwC in August 2021. The next EQA is

currently planned for FY25. Feedback

from the 2021 EQA was positive and

noted conformance with the IPPF,

together with the IIA Code of Ethics

andCode of Practice, a position which

was reaffirmed by this year’s annual

internal effectiveness assessment,

ahead of transition to the new Global

Internal Audit Standards and Code of

practice for FY25. This review was

presented and discussed at the

September 2024 Committee meeting,

at which the Committee endorsed

theseconclusions.

The Committee reviews and approves

the nature and scope of the work of Sage

Assurance, and the Sage Assurance plan

was approved by the Committee at the

beginning of the financial year, along

with any subsequent quarterly updates.

Specific consideration was given

tocoverage of Principal Risks and

theimpact of business changes,

withnosignificant or adverse impact

on thebusiness’ internal control

environment identified. The Assurance

function continues to operate a hybrid

delivery model, encompassing broad

on-site presence across the Group in

the period including visits to key

locations in the UK, North America,

South Africa, Southern and Central

Europe, Iberia and Asia-Pacific.

Progress against the plan and the

results of Sage Assurance’s activities,

including the quality and timeliness of

management responses, is monitored

at each Committee meeting. This

includes consideration of a summary

ofreport findings against the internal

audit plan, reported at each meeting

bySage Assurance, as well as an

executive summary for each

individualinternal audit.

Following its review of the Company’s

internal control systems, the Committee

considered whether any matter required

disclosure as a significant failing or

weakness in internal control during the

year. No such matters were identified.

External audit

The Group’s current external auditor is

EY. Each year, the Committee considers

the auditor’s effectiveness, including

its independence, objectivity and

scepticism. The Committee also

reviews the application of, and

compliance with, the Group’s Auditor

Independence Policy, in particular

withregard to any non-audit services

provided by EY. The Committee also

considers business relationships

between the Group and EY, which

primarily relate to EY’s procurement

ofSage products and services.

Further consideration is given to

partner rotation and any other factors

which may impact the Committee’s

judgement regarding the external

auditor. EY has now been Sage’s

external auditor for ten years since

their initial appointment in 2015

withKathryn Barrow appointed as

leadEY audit partner in 2020.

Following the competitive audit tender

process in FY23, KPMG will be appointed

as external auditor for FY25 onwards,

subject to shareholder approval at the

upcoming annual general meeting.

KPMG have attended the September

2024 and November 2024 Audit and Risk

Committee meetings in a shadowing

capacity and will attend in their full

capacity as external auditors from

February 2025 onwards.

Auditor effectiveness

The Committee is responsible for

assessing the effectiveness of the

external auditor. In doing so, the

Committee considers the independence,

objectivity and level of professional

scepticism exercised by the external

auditor, as well as the results of the

annual auditor effectiveness review.

Tofulfil its responsibility for oversight

of the external audit process, the

Committee reviewed and agreed:

• The terms, areas of responsibility,

associated duties and scope of the

audit as set out in the external

auditor’s engagement letter;

• The overall work plan and fee proposal;

• The issues that arose during the course

of the audit and their resolution;

• Key accounting and audit judgements;

• The level of errors identified during

the audit; and

• Control recommendations made by

the external auditor.

In addition to the above, specific

considerations made by the Committee

during the year included:

• The detail relating to EY’s scoping

and audit plan for FY24 which was

presented to the Committee at its

May meeting;

• The findings published by the

Financial Reporting Council (FRC)

into their view on the effectiveness

of EY’s audits;

Corporate governance report continued

114 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

• The experience and expertise

demonstrated by the auditor in

itsdirect communication with,

andsupport to, the Committee;

• The content, quality of insight and

added value provided by EY’s reports;

• Robustness, including professional

scepticism, and perceptiveness of

EY in its handling of key accounting

and audit judgements; and

• The interaction between

management and the auditor.

At certain Committee meetings a

separate private meeting was held

between Committee members and

thelead audit partner, Kathryn Barrow,

to encourage open and transparent

feedback. The Chair of the Committee

also met with the external auditor

outside of Committee meetings

supporting effective and timely

communication.

During the year the Committee

alsoreceived feedback from various

stakeholders across the businesses

evaluating the performance of each

assigned audit team. Management’s

report to the Committee included a

summary of the findings of a survey of

key Sage colleagues on the quality of

the EY’s delivery, communication and

interaction with the various finance

teams across the Group. Management

concluded that the working relationship

between finance functions and EY

across the Group was effective and

theaudit had been carried out in an

independent, professional, organised

and constructive manner, with an

appropriate level of challenge and

scepticism over management’s

treatment of significant reporting

andaccounting matters.

Auditor independence

The Committee is responsible for the

development, implementation and

monitoring of policies and procedures

to ensure auditor independence.

AtSage this is governed by the Group’s

Auditor Independence Policy (the

“Policy”). The Policy has been in place

throughout the year. It specifies the

role of the Committee in reviewing and

approving non-audit services in order

to ensure the ongoing independence

ofthe external auditor. A summary of

non-audit fees paid to the external

auditor is provided to the Committee

on a quarterly basis.

The Policy states that Sage will not

usethe external auditor for non-audit

services, except in limited circumstances,

and as permitted by the Ethical Standard,

where non-audit services may be provided

by the external auditor with pre-approval

by the Committee unless clearly trivial.

This is provided that the approval process

set out in the Policy is adhered to and that

potential threats to independence and

objectivity have been assessed and

safeguards applied to eliminate or reduce

these threats to an appropriate level.

Any non-audit services individually in

excess of £75,000 require pre-approval

by the Chair of the Committee, as do

any non-audit services where the

cumulative total of previously

approved non-audit services in

thefinancial year exceed £75,000.

The Committee considered the

application of the Policy with regard

tonon-audit services and confirms it

was properly and consistently applied

during the year. The Policy also requires

that the ratio of audit fees to non-audit

fees must be within Sage’s pre-determined

ratio, and non-audit fees for the year

must not exceed 70% of the average

ofthe external audit fees billed over

theprevious three years.

In 2024, the ratio of non-audit fees

toaudit fee was 10% (2023: 10%),

principally reflecting the fee paid

forthe half-year interim review and

permitted assurance services relating

to the annual update of the Group’s

Euro-Medium Term Note Programme,

aswell as a set of agreed upon

procedures over the mathematical

calculation of ARR. A breakdown of

total audit and non-audit fees charged

bythe external auditor for the year

underreview is shown in note 3.2 to

thefinancial statements.

The Committee has also considered

theindependence of the external

auditor’s partners and staff involved

inthe audit of Sage. EY has confirmed

that all its partners and staff complied

with their ethics and independence

policies and procedures that are

consistent with the FRC’s ethical

standards including that none of its

employees working on the audit hold

publicly listed securities issued by

Sage. In addition, the Committee

acknowledges management’s internal

assessment that no employee in a key

financial reporting oversight role has a

close relationship with any EY employee

which may impact their independence.

Change in external auditor

Ahead of KPMG’s appointment of

external auditor for FY25 onwards,

subject to approval at the upcoming

annual general meeting (AGM), the

Group has commenced engagement

and planning activities with respect to

the external audit transition, which is

led by the EVP Group Financial Controller.

The Committee has received updates

on the progress made during the year

on the external audit transition and

willcontinue to closely engage on

thistopic throughout FY25. To assist

with this oversight during the year and

to date, KPMG were invited to attend

both the September 2024 and November

2024 Committee meetings in a shadowing

capacity. KPMG have also met with

management during the year and

shadowed clearance meetings as part

of the FY24 financial close process.

Effective 1 April 2024, KPMG no

longerprovide non-audit services

tothe Group, in line with the Group’s

Auditor Independence Policy, and

areconsidered independent as the

incoming external auditor.

The Committee confirms that the

Company is, and has been throughout

the year under review, in compliance

with the requirements of The Statutory

Audit Services for Large Companies

Market Investigation (Mandatory Use

ofCompetitive Tender Processes and

Audit Committee responsibilities)

Order 2014.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 115

Composition of

theCommittee

The Remuneration Committee is

composed solely of independent

Non-executive Directors, Dr John Bates

and Annette Court, and is chaired by

Roisin Donnelly. Details ofthe skills

and experience of the Remuneration

Committee members can be found in

their biographies on pages 78 and 79.

Letter from the Remuneration

Committee Chair page 117

Remuneration at a glance page 124

Remuneration Committee

governance page 126

Remuneration Policy 2025 page 129

Directors’ Annual

Remuneration Report page 137

Statement of implementation

of Remuneration Policyin

the following financial year page 148

Remuneration Committee

Sage has transformed into a highly successful, globally diversified

technology business delivering sustained strong performance. To

help formulate our new Remuneration Policy, we welcomed input

from a wide range of shareholders who engaged with us during our

consultation. Our proposed changes will drive strong alignment in pay

for performance, reinforce the significant shareholder value we are

delivering, and retain thehigh-calibre executives required for Sage’s

continued growthinahighly competitive global technology market.

Roisin Donnelly

Chair of the Remuneration Committee

Directors’ Remuneration Report

Scan or click the QR code

formore information

onthe Committee’s

TermsofReference

Remuneration Committee allocation of time

Other Remuneration

Committee members

Annette

Court

Dr John

Bates

Determining Remuneration Policy

and its implementation 70%

Considering the views of our shareholders

and reviewing trends in executive remuneration 20%

Reviewing the effectiveness of

the Remuneration Policy 5%

Other 5%—see page 126 for more details

1. Drummond Hall was a Remuneration

Committee member until 31 December 2023.

116 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Dear shareholders,

I am delighted to present the Directors’ Remuneration Report

(the “Report”) for the year ended 30 September 2024, my first

as Chair of the Remuneration Committee (the “Committee”).

I joined Sage’s Board in February 2023 and took over as Chair

of the Committee from Annette Court in May 2024.

This year we will be asking shareholders to vote on two

remuneration resolutions at our 2025 AGM:

• Our Remuneration Policy (the “Policy”), which outlines

theremuneration framework proposed for our Executive

Directors, Non-executive Directors, and the Group Chair

(setout on pages 129 to 136); and

• Our Annual Report on Remuneration, which sets out

remuneration outcomes for FY24 and explains how weintend

to apply the Policy in FY25 (setout on pages 137 to155).

Shareholders will also be asked to vote on two remuneration-

related resolutions at our 2025 AGM:

• Our newlong-term incentive plan rules (The Sage Group

plc. Long-Term Incentive Plan (LTIP), which willreplace the

existing Sage Group plc. Performance Share Plan (the PSP)

which expires in March 2025, and combines each of our

discretionary share plan rules (furtherinformation is

provided in the Notice of AGM); and

• Removal of the discretionary plan 5% dilution limit from

all of the Group’s existing share incentive arrangements

(further information is provided in the Notice of AGM).

New Remuneration Policy

As indicated in last year’s Directors’ Remuneration Report,

the Committee has conducted an extensive review of the

existing Policy to assess whether it enables Sage to continue

to retain and attract the calibre of talent that has delivered

significant shareholder value creation to date, andis vital

tothe achievement of Sage’s ambition.

Key considerations in this review are set out below:

1. Strong performance and ambitious strategy

Under the leadership of the current Executive Directors, who

were appointed in 2018, Sage has successfully transformed into

a high-performing SaaS-based business and to a subscription

model. This is demonstrated by the significant 57% increase in

recurring revenue and almost 400% increase in Sage Business

Cloud revenue since 2018, together with subscription

penetration which now stands at 82% (46%in2018).

Our resilient business model delivers high-quality revenues

and robust cash flows. Financial performance has been

strong, with revenue growth accelerating towards double

digit in recent years, and earnings per share (EPS) growth

currently ahead of this.

As a consequence, since Steve Hare’s appointment as CEO in

2018, Sage has achieved a Total Shareholder Return (TSR) of

115% compared with 45% for the FTSE 100, and created almost

£7bn of shareholder value.

Sage is well positioned to drive further efficient, sustainable

growth with expanding margins. Our ambition is to create the

world’s most trusted and thriving network for SMBs, powered

by Sage Copilot. We are focused on achieving this ambition

by connecting SMBs through our network platform, by winning

new customers and delighting existing ones, and by delivering

productivity and insights driven by AI—as outlined in our

growth strategy on page 15.

Recurring revenue (in £ million)

2018

2024

1,441

2,257

+57%

Substantial increase in recurring revenue as the business

transitioned to a subscription model

Sage Business Cloud revenue (in £ million)

2018

2024

377

1,871

+396%

Outstanding increase in Sage Business Cloud revenue

ascustomers adopted cloud-based products

1. These numbers are as reported, on an organic basis.

TSR: November 2018— September 2024

FTSE 100

Sage

45%

115%

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 117

2. Realised pay has lagged performance

Sage has a culture of setting highly stretching budget and

target ranges relative to the opportunity, and has a strong

commitment to value creation. This has resulted in Steve

Hare’s average bonus and PSP payout between 2018 and 2023

being significantly below the FTSE 100 median, despite the

strong performance outlined above. Over this time, the CEO’s

average bonus payout has been 55% compared with70% for the

FTSE 100 median, while his average PSP payout has been 33%

compared with 56% for the FTSE 100 median.

The gap between Sage’s performance and CEO realised

payisfurther magnified when viewed against Sage’s TSR

performance relative to the FTSE 100 over the three-year

period to 31 December 2023. Sage achieved upper decile

level TSR over this period, while CEO realised pay was only

lower quartile. Consequently, the CEO’s realised pay has

significantly lagged the market, despite Sage delivering

superior shareholder returns.

The Committee is mindful of this disconnect between pay

and performance, and is committed to achieving stronger

alignment to retain and motivate Sage’s senior executives,

recognising both the opportunity and the challenge of

delivering Sage’s strategic ambition and the associated

growth in shareholder value.

Percentile ranking of FTSE 100 three-year TSR

89%

Sage is upper decile

on three-year TSR

Percentile ranking of FTSE 100 CEO single figure

of remuneration: 2021—2023

Sage is lower quartile

on CEO pay

25%

3. Highly competitive global talent market

Sage has become an increasingly globally diversified business.

We operate across 19 countries, with a large proportion of

colleagues based outside the UK and Ireland. Infinancial

terms, almost 80% of our revenues are generated outside

theUK and Ireland, with 45% ofour revenues now coming

from North America.

68% of colleagues

arebased outside

theUKand Ireland

78% of our revenues

aregenerated outside

theUK and Ireland

45% of our revenues

nowcome directly

fromNorthAmerica

As a globally diversified business, Sage needs to compete

effectively in the international technology talent market,

inorder to attract and retain talent and to capture the skills

weneed to succeed. This market is highly competitive and

dynamic, is global in nature, and is heavily influenced by

US-based companies.

Our Policy review indicated that there are key differences

between pay models of our global technology comparators

(many of which are US-based) and our own pay model, which is

UK-centric in nature. Typically, in the US, the annual bonus is

paid wholly in cash, equity award quantum is significantly higher,

share awards are usually a combination of performance shares

and restricted shares, and there is not normally any concept

of “discretionary plan” dilution award limits.

These pay model differences frequently result in overall

reward outcomes which vary significantly from Sage’s. In

reaching this conclusion, we reviewed publicly available

remuneration data from a range of businesses we consider

tobe our global technology comparators

for talent purposes.

Sage has not used this comparator group as its formal market

benchmark, as it comprises companies of differing size and

scale,

is heavily focused on businesses based in the US, and

includes some companies where pay-for-performance practices

are not aligned to Sage’s. However, it is relevant as wider

context, and includes companies to which Sage has in the

past lost senior leaders.

The maximum total remuneration data forCEOs in this

comparator group for talent compared with Sage’s CEO’s

current maximum total remuneration is shown on the next

page. This analysis highlights the challenging reward

environment in which Sage operates and competes for talent.

Directors’ Remuneration Report continued

1. FTSE All-World Technology Index: 82% of the Index’s weighting relates

toUS companies (at31 May 2024).

2. Intuit, Workday, Amadeus IT Group, Hexagon Technologies, Ansys,

PureStorage, PTC, Xero, Trimble, Procore, Bill.com, Blackbaud,

DieboldNixdorf, and Sabre Corp.

3. Market capitalisation of this group ranges from $6.7bn at lower quartile

to $29.3bn at upper quartile, revenue range for this group is $1.4bn at

lower quartile to $5.2bn at upper quartile, and headcount ranges from

4,582 at lower quartile to 17,758 at upper quartile. Data sourced in

April2024 at the outset of our Policy review.

118 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Positioning of CEO’s maximum remuneration

comparedwith global technology comparators

CEO current maximum remuneration (£5.4m)

Lower quartile (£7.9m) to median (£11.5m)

£17.8m£7.9m

Median (£11.5m) to upper quartile (£17.8m)

Note on global technology comparator group for talent: Remuneration is

maximum opportunity (salary + pension + maximum bonus + maximum

LTIPvesting with no share price growth). Sage figures based on current

remuneration package for the CEO.

These challenges also apply to critical senior leadership roles

below Board level, where we face material talent retention risks

due to the broader technology pay environment. For example,

Sage has recently lost a senior female leader to a US-based

company within the global comparator group, partly on the

basis of remuneration.

Additionally, we have experienced difficulty in recent years

attracting and hiring externally for key leadership roles below

Board level due to remuneration package quantum and structure.

For example, when seeking to hire for our President North

America role in 2022, we found that external candidates’

expectations of the remuneration package were materially

higher than our offer range, and if met, would have significantly

exacerbated pay compression at Executive Director levels.

The typical US remuneration quantum and structure make

itparticularly challenging for us to compete for senior US-

based executives. To date, we have managed this challenge by

relocating high-calibre internal talent; for example, both our

Managing Director and Finance Director forNorth America

wererelocated to the US from other countries. However, given

the scale ofour North America business, where we generate over

£1 bn of revenue, it is critical for our long-term success that we

sustain a talent pool of internal and external candidates in this

key market.

4. Remuneration Policy proposals

Having considered the above issues, the Committee is

proposing to update the existing Policy, in order to resolve

the current disconnect between pay and performance, and to

address the significant talent attraction and retention risks

we face, while remaining consistent with the Investment

Association’s Principles of Remuneration and with our own

remuneration principles.

We believe the Policy must be revised to be more globally

competitive, in order to attract and retain the talent required

to continue Sage’s growth and deliver our strategic ambition.

However, we also remain cognisant of the importance of

theUK market as a reference point from a governance

perspective and the Investment Association’s guidance

that“simplicity is encouraged”.

For our current ExecutiveDirectors, within the

revisedPolicy:

• We have retained a UK comparator group as our

market benchmark. That group has been updated to

comprise FTSE 11-50 companies (excluding financial

services)

which reflects Sage’s increased size,

global breadth, and position within the FTSE 100.

• We have retained the standard UK remuneration structure

of salary, annual bonus and performance shares.

Despite the 9.9% base salary increase implemented for the

CEO in January 2024, his current maximum total remuneration

opportunity is at lower quartile compared to our updated UK

benchmarking group, as shown in the chart below. We have

also usedthis benchmarking group as a final step to validate

ourPolicy proposals and implementation, as outlined on

pages 120 to 121.

Market positioning of maximum CEO

remuneration compared with the FTSE 11-50

(excluding financial services companies)

CEO current maximum remuneration (£5.4m)

Lower quartile (£5.5m) to median (£8.1m)

£9.4m

£5.5m

Median (£8.1m) to upper quartile (£9.4m)

In formulating the proposed 2025 Policy, the Committee

hasconsidered the requirement to be fair and competitive

within the global technology market, reflecting the recent

and potential future value creation for shareholders and

thetalent pressures faced by the business, while seeking to

strengthen pay for performance, maintain an appropriate

balance of fixed and variable reward, and stay true to UK

market governance expectations.

As part of an extensive consultation with shareholders during

August and September, the Committee shared initial proposals

with 18 shareholders, covering 59% of our issued share capital.

Feedback from this initial phase helped to shape revised

proposals, which were communicated in October to 46

shareholders (covering 75% of Sage’s voting rights in total),

andalso to proxy agencies. Further meetings with shareholders

and proxy agencies were held during October and November,

with feedback flowing into the final Policy proposals.

4. FTSE 11-50 excluding financial services companies at April 2024,

comprising the following companies: Anglo American, Ashtead Group,

Associated British Foods, BAE Systems, British American Tobacco,

BTGroup, Bunzl, Coca-Cola HBC AG, Compass Group, Experian, Flutter

Entertainment, Glencore, Haleon, Halma, Imperial Brands, Informa,

InterContinental Hotels Group, Melrose Industries, National Grid, Next,

Reckitt Benckiser Group, Rentokil Initial, Rolls-Royce Holdings, SEGRO,

Smith & Nephew, Smurfit Kappa Group, SSE, Tesco, Vodafone Group, WPP.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 119

I would like to thank everyone we engaged with for their valuable

input during this process, which has informed the detail of the

Policy. Overall, the majority of shareholders were supportive of

our proposals and recognised the rationale for the changes, in

light of the quality of the executive leadership, Sage’s strong

and sustained performance, and the need for Sage to compete

effectively in a global talent market.

The table below summarises our initial proposals in relation to

the standard elements of the Executive Director remuneration

package, together with the changes made as a result of the

consultation process.

Directors’ Remuneration Report continued

While the intent of the Policy is first and foremost to retain

andmotivate Sage’s existing executives, the Committee also

considered remuneration arrangements should a recruitment

scenario arise during the three-year term of the Policy.

When considering the degree of flexibility needed in the

Policyto ensure that we would be able to attract high-calibre

Executive Director candidates, the Committee reviewed

remuneration arrangements in the global comparators (as

outlined on page 118) alongside the FTSE 11-50 (excluding

financial services) as examples of packages that could be

expected by candidates, highlighting significant variation

between remuneration levels. The Committee also considered

that anumber of companies from which talent might potentially

besourced areowned by private equity firms, operating pay

models that are significantly different in nature. As a result,

in order to be competitive within the global talent market

when appointing a new Director, the Policy includes the

arrangements detailed in the table below (applicable in

thefirst year in role only).

Initial proposal Changes to proposal following consultation

Maximum level of variable

remunerationfor a newly appointed

Director couldbeset at up to a

premium of 50%of the total

variable remuneration outlined

inthe Policy table and with

thepremium not being time bound.

The following arrangements restricted to the first year within the role:

• A long-term incentive award up to a maximum of 650% of base salary; and

• Such combination of performance shares and restricted shares as is viewed appropriate (with

theface value of restricted shares discounted by 50% compared withperformance shares in line

withstandard UK practice). Weighting of the total awardwould comprise a maximum of 50%

restricted shares. The standard vesting period of three years, plus a two-year holding period

wouldapply regardless of thetypeof award granted.

Consultation feedback:

Many shareholders were supportive of there being a sensible level of flexibility in the recruitment arrangements to meet potential

commercial needs, but some were of the view that any such arrangements should be limited to the first year of employment, which

hasbeenreflected in the final proposals.

Policy element Current Policy Initial proposal

Changes to proposal

followingconsultation

Annual bonus One-third of any bonus

earned is deferred into

Sage shares for three years.

Bonus deferral requirement would

beremoved once a Director’s enhanced

shareholding guideline had been met.

Retain an element of bonus deferral at a

reduced level (15% of any bonus earned) once

the shareholding guideline has been met.

Consultation feedback:

Shareholders understood the rationale in the context of the Executive Directors’ high level of shareholding against

guidelines, but some shareholders preferred that a level of bonus deferral was retained.

Long-Term

IncentivePlan

300% of base salary Increase Policy cap to450% of

basesalaryin order to align overall

payopportunity to level ofvalue

createdinourthree-year plan.

Reduced Policy cap to 400% of salary.

Consultation feedback:

Shareholders were supportive of the proposed increase to quantum overall. However, the Committee was mindful

toavoid building headroom into Policy limits over and above the proposed maximum FY25 award level of 400%

ofbase salary for the CEO.

Shareholding

guideline

CEO: 350% of salary

CFO: 275% of salary

CEO: 500% of salary

CFO: 350% of salary

No change

Consultation feedback:

Shareholders welcomed the increase to shareholding guideline.

120 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Implementation of new Policy in FY25

As part of improving the disconnect between pay and

performance, and in order to maintain appropriate internal

pay relativities amongst our broader executive leadership,

the Committee intends to make amendments to base salary

and LTIP award levels in FY25. These changes were discussed

as part of the extensive shareholder consultation exercise.

Base salary

The Committee originally proposed a one-off increase to reset

base salary. Whilst being broadly comfortable with the strong

rationale for such an adjustment, some shareholders expressed

a preference for it to be phased over two years and this has been

reflected in our proposed implementation, as follows:

With effect from 1 January 2025:

• Increase CEO salary from £925,000 to £1,063,750

(15%increase); and

• Increase CFO salary from £606,000 to £684,780 (13%increase).

With effect from 1 January 2026:

• Increase CEO salary from £1,063,750 to £1,223,313

(15%increase); and

• Increase CFO salary from £684,780 to £773,801 (13% increase).

• The Remuneration Committee retains its general discretion

to ensure continued alignment of pay for performance.

Incentive plan opportunity

Annual bonus opportunity remains unchanged in FY25 at

175% of salary. LTIP awards worth 400% and 300% of salary

will be granted to the CEO and CFO respectively subject to

the approval of the 2025 Policy.

Market positioning of proposed maximum CEO

remuneration compared with the FTSE 11-50

(excluding financial services companies)

CEO proposed maximum remuneration (£8.4m)

Lower quartile (£5.5m) to median (£8.1m)

£9.4m£5.5m

Median (£8.1m) to upper quartile (£9.4m)

The chart above shows that the combination of change tobase

salary over the two-year period and revised LTIP (of 400%

ofbase salary) results in a maximum total remuneration

package slightly abovethe current median of our new UK

comparator group in order that the CEO’s package is broadly

aligned with the prevailing market median (assuming 3%

market growth) by the time that the second instalment of

thesalary increase is implemented in 2026.

FY25 incentive plan measures

Our Remuneration Policy incentivises the delivery of our strategy to achieve sustainable, efficient growth. The choice ofincentive plan

measures for FY25 is, in the Committee’s opinion, the best way to drive sustainable value creation for stakeholders, as set out below.

FY25

award

How it promotes

the achievement

ofstrategy

FY25

measures How it will be measured Changes in FY25

Annual

bonus

Incentivises

management to

deliver strong

annual revenue

growth, balanced

with customer

andstrategic goals

Total

underlying

revenue

growth

Customer

measure

(inclusive

ofNPS)

Strategic

goals

70% of bonus

10% of bonus

20% of bonus

See page 261 for the definitions of

underlying measures

Assessment of the customer

measure against goals set

Assessment of individual

Executive Directors’ performance

against their strategic goals

ARR growth has been the financial

measure in the bonus plan for several

years. This has been appropriate untilnow

as a forward-looking measure given Sage’s

position in its transformation. Sage now

has ahigh-quality total revenue base

which is over 97% recurring, with 82%from

software subscription, leading to greater

convergence between recurring and total

revenue growth. As Sage has transitioned

to a total revenue focus externally and

provides market guidance on thisbasis,

itwill replace ARR growthas the financial

measure for the FY25 bonus plan.

1. Payout is subject to the achievement of an

underlying operating margin underpin.

LTIP Incentivises

management to

scale the business

efficiently over

thelong term

Basic

underlying

EPS

Relative TSR

ESG

60% of LTIP

30% of LTIP

10% of LTIP

See page 261 for the definitions

ofunderlying measures

Relative TSR measures the total

shareholder returns of Sage and

theFTSE100 comparator group

overtheperformance period

onaranked basis

Progress against the

Sustainability and

Societystrategy

There are no changes to metrics from

FY24, but weightings have been adjusted

to reflect business focus over the next

three years. EPSwas introduced into the

LTIP in FY24 and is a critical measure of

Sage’s overall performance as we seek to

scale the business efficiently.

2. ROCE Underpin toEPS

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THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 121

Directors’ Remuneration Report continued

Incentivising balanced performance

inFY25in line with our strategy

Balanced growth

The weighting of both total revenue in the annual bonus and

EPS growth in the LTIP incentivises the delivery of complementary

objectives: achieving high-quality revenue growth and a

gradually improving margin as we scale the business

efficiently, while investing in future growth.

A high-quality revenue mix with the ability

toexplore adjacent revenue opportunities

Incentivising total revenue aligns with our market guidance,

and will ensure recurring revenue, which represents 97% of total

revenue and is central to our growth plans, is maximised. It will

also support management in the additional development of

adjacent, high-quality revenue opportunities, including, for

example, certain digital network services. When determining

incentive outcomes, the Committee will examine thequality

ofour revenue mix as part of the broader contextin which

performance wasdelivered.

Strategically aligned M&A in a fast-paced sector

Strategically aligned acquisitions enable Sage to accelerate

its strategic progress. The ROCE underpin ensures a continued

focus on value creation with regard to such acquisitions. Revenue

and EPS are measured on an underlying basis, so the impact of

M&A decisions on revenue and EPSgrowth can be evaluated.

TheCommittee will review, based on materiality, the impact of

significant acquisitions and disposals on the annual bonus and

LTIP, and judge whether an adjustment to incentive targets or

outcomes is required. Any adjustment would bedisclosed in

theDirectors’ Remuneration Report.

Setting target ranges to reward

performanceappropriately

The goal of creating value for stakeholders involves a

balance between incentivising high performance relative

toour ambition, and providing fair and competitive reward

aligned with the experience of our external stakeholders.

TheCommittee determines target ranges for the annual

bonus and LTIP through a robust review process which considers,

where relevant, various factors, including, but not limited to,

the current business plan and budget, historical performance,

peer benchmarks, and market forecasts. This helps to ensure

that remuneration outcomes are appropriate for the level

ofperformance achieved through the full target ranges.

Assessing quality when determining outcomes

When determining incentive outcomes, the Committee will

examine various factors, including the broader context in

which performance was delivered. This will include balanced

growth, a high-quality revenue mix, and strategically aligned

M&A, as components of the shareholder experience. The

Committee has the discretion to decide whether and to what

extent the performance conditions have been met, and in

appropriate circumstances, to override the formulaic outcome.

122 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Element of Policy Purpose Implementation in FY25

Base salary Enables Sage to attract and retain Executive

Directors of the calibre required to deliver the

Group’s strategy.

CEO: £1,063,750 (15% increase)

CFO: £684,780 (13% increase)

The equivalent average increase for colleagues eligible

foran annual pay award is 4% (in respect of colleagues

based in the UK).

Pension Provides a competitive post-retirement benefit, in

a way that manages the overall cost to the Company.

10% of base salary for both the CEO and CFO in line with

thepension benefit for the UK wider workforce.

Benefits Provide a competitive and cost-effective benefits

package to Executive Directors to assist them in

carrying out their duties effectively.

Standard benefits package plus costs of travel,

accommodation, and subsistence for the Executive

Directors and their partners on Sage-related business.

Annual bonus Rewards and incentivises the achievement of

annual financial and strategic targets. A minimum

of one third deferral into shares for three years is

compulsory until the enhanced shareholding

guideline is met, following which the deferral

requirement reduces to 15% of any bonus earned.

The remainder is delivered in cash.

Maximum 175% of base salary

70% based on underlying total revenue growth (with an

underlying operating profit margin (UOP) underpin), 10%

ona customer-related measure inclusive of Net Promoter

Score, and 20% based on strategic goals.

Performance

share awards

Supports achievement of our strategy by targeting

performance under various financial performance

indicators. Vesting is after three years, and awards

are subject on vesting to a holding period of two

years before being released.

Face value of 400% of base salary for the CEO

Face value of 300% of base salary for the CFO

60% based on underlying EPS with a ROCE underpin, 30%

based on relative TSR performance, and 10% based on an

ESGbasket of measures.

All-employee

share plans

Provides an opportunity for Executive Directors to

voluntarily invest in the Company.

Eligible to participate up to the tax-efficient

limitof£500per month.

Chair and

Non-executive

Director fees

Provide an appropriate reward to attract and retain

high-calibre individuals.

See page 151 of this Report for a list

of Non-executive Director fees.

Shareholding

guideline

The shareholding guideline for the CEO is 500% of

base salary and for the CFO is 350% of base salary.

Achievement of this is expected within a maximum

of five years from the time the Executive Director

became subject to the guideline.

The post-employment shareholding guideline

requires Executive Directors to retain shares

following cessation of employment as a Director

inline with Investment Association guidelines.

Shareholding at 30 September 2024 (inclusive of deferred

shares held, net of tax at the current estimated marginal

taxwithholding rate, and Sage shares held by an Executive

Director’s connected person):

CEO 848% of base salary

CFO 634% of base salary

See page 151 for more information

ontheshareholding guideline.

Delivering our remuneration principles in FY25

We aim to align the total remuneration for our Executive Directors to our business strategy through a combination of salary,

bonus, and long-term incentive schemes underpinned by stretching performance targets. The table below summarises the

remuneration arrangements for our current Executive Directors in FY25 in accordance with our revised Policy (subject to

shareholder approval at the 2025 AGM) and our remuneration principles, which are:

• Drives focus on strategy, purpose, and culture

• Market competitive

• Simplicity

• Aligned with shareholderinterests

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 123

Remuneration at a glance

The summary below sets out clearly and transparently the total remuneration paid to our Executive Directors in 2023/2024.

Key remuneration outcomes for FY24

Measure Weighting

% of the

overall

maximum

award

Annual

bonus

ARR growth

70% 35.0%

Customer experience scorecard

10% 5.7%

CEO performance against personal strategic goals

20% 15.2%

CFO performance against personal strategic goals

20% 19.0%

CEO total bonus opportunity achieved

100% 55.9%

CFO total bonus opportunity achieved

100% 59.7%

Performance

Share Plan

Sage Business Cloud penetration

55% 55.0%

Relative TSR

30% 26.8%

ESG: Sage Foundation ecosystem volunteering hours

3.75% 2.0%

ESG: Individuals supported through Sustainability and Society

strategy

3.75% 3.75%

ESG: Achieving certified verification of ESG process

effectiveness and performance impact

7.5% 7.5 %

Total Performance Share Plan opportunity achieved

100% 95.1%

1. Payment of a bonus for ARR growth is subject to the achievement of an underpin condition of Group UOP margin of 18.5%. Group UOP was 22.9% and the

underpin met. Actuals have been retranslated at budgeted foreign currency exchange rates consistent with the basis on which the targets were set.

2. For any of this portion of the PSP award to vest, underpins relating to ROCE (12.0%), absolute organic revenue growth (>0.0%), and cloud native penetration

(25.0%) must be met across the three-year performance period. ROCE of 21.3%, absolute organic revenue growth of 28.0%, and cloud native penetration of 34.1%

were achieved across the performance period, therefore the underpins were met.

Fixed pay for FY24

• Base salary

• Benefits

• Pension

See page 137

PSP awards vesting in FY24

• 82nd TSR percentile rank

• 87.7% Sage Business Cloud penetration achieved

• ESG basket of measures

• Underpins met

See page 142

Annual bonus for FY24

• 10.8% ARR growth achieved

• Customer experience scorecard

• Personal strategic goals

See page 138

FY24 performance and

incentive outturns

Sage has delivered another strong year,

with underlying total revenue growth

of9% and underlying operating profit

margin of 22.7%; focus continues on

scaling the business, with growth

creating the headroom to increase

investment and expand margins. This has

been reflected in incentive payouts of

55.9% to 59.7% of maximum in the annual

bonus and 95.1% of maximum in the PSP

award. The Committee is satisfied that

these outcomes are consistent with

theoverall business performance over

the relevant performance periods.

Wider workforce context

Our colleagues deliver extraordinary

outcomes every day and it is important

for us to ensure they are rewarded

fairly, feel valued, and are advocates

for Sage. Colleague engagement has

remained high in 2024, with employee

satisfaction (eSAT) of 76 and a

Glassdoor score of 4.0 (out of 5). Sage

has also earned a place on Glassdoor’s

UK Best Places to Work 2024 list. Across

our workforce, our annual pay review

budget is aligned with the external

software market, and pay increases are

aligned to a colleague’s proficiency

and impact to ensure appropriate

reward levels. Sage continues to be an

accredited Living Wage Foundation

employer. Additionally, Save and Share,

our all-colleague share plan, enables

eligible colleagues to become

shareholders at all levels across the

business. Total participation across

all-colleague plans in 2024 was 36%

ofeligible colleagues.

Directors’ Remuneration Report continued

124 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

The Committee also undertook a review

of remuneration and related policies

for the wider workforce, and deemed

that the remuneration policies and

practices for Executive Directors are

aligned to the wider workforce. This is

achieved by consistent performance

measures in the annual bonus plan, pay

principles that are applicable across

the entire workforce, and application

of the annual pay review process

consistently across all colleagues.

In view of the above, the Committee

isstriving to balance the need

forremuneration to reward high

performance and strategic delivery,

toremain competitive within the

global talent market, and to align to the

external operating environment and UK

corporate governance requirements.

Engagement with

stakeholders

The Committee values input from

shareholders and is committed to

ensuring open and transparent

dialogue in regard toexecutive

remuneration. Where appropriate,

theCommittee seeks theviews of the

largest shareholders individually and

others through shareholder representative

bodies when considering any significant

changes to the Policy. Any feedback

received is thoughtfully reviewed

and,where appropriate, changes are

implemented. Extensive shareholder

consultation has been undertaken

during the Policy review, as outlined

onpage 119.

Colleague success is critical

forSageand engaging with the

workforcethrough meaningful, two-way

dialogue underpins this. The CEO

hostsfrequent “All-Hands” calls for

thewhole workforce, during which

heprovides Company performance

updates explaining how this translates

tothe bonus plan. Colleagues are

encouraged to ask questions and the CEO

provides open and transparent answers.

Additionally, Company performance

and bonus updates are periodically

provided onour intranet site and by

email; thisensures that colleagues are

able tounderstand how the business is

performing during the financial year

and the impact that can have on their

reward package.

Colleagues receive a detailed personal

reward statement annually in December

outlining their basic salary and bonus

plan structure (where applicable) for

the year.

Colleagues have the opportunity to

share their thoughts and feedback on

all topics, including our remuneration

policies and practices, through our

“Always Listening” survey. Originally

launched during 2020 in response to

the pandemic, this is a continuous

feedback survey which colleagues can

access at any time. In addition, our

bi-annual colleague Pulse Surveys have

a high response rate, demonstrating

that colleagues welcome the opportunity

toshare their thoughts, and CEO

roundtables also give opportunities for

colleagues to provide direct feedback.

A global Reward and Recognition

policyis available to all colleagues

andapplies across the entire workforce.

Furthermore, colleagues are able to

access a more detailed explanation

ofexecutive pay through this Report

and of our equity awards through our

colleague intranet.

Concluding remarks

The Committee reviewed the

implementation of the Policy over

2024and judged it to be operating

asintended and with no deviation

fromthe approved Policy. It determined

this through the periodic review of

potential incentive outcomes and

theircontribution to the single figure

for remuneration; a consideration of

widerbusiness performance including

customer metrics; the experience of

shareholders and our TSR; and the

experience of our colleagues.

This letter, along with the broader

Directors’ Remuneration Report,

outlines the Group’s approach to

remuneration, which takes into account

best practice and market trends while

continuing to support the Group’s

commercial priorities, as well as the

interests of shareholders and other

stakeholders. The Committee gives

high priority to ensuring that there

isaclear link between pay and

performance, including a focus on

culture and adherence to the Group’s

risk framework, and that our remuneration

outcomes reflect this broader context.

I would like to extend my thanks

toAnnette Court for her significant

contributions during her tenure as Chair

of the Remuneration Committee and for

assisting me in transitioning into this

role. Additionally, I would like to thank

my fellow Committee members and all

internal and external stakeholders for

their valuable input throughout the year.

We look forward to your support of our

proposals at the upcoming AGM.

Roisin Donnelly

Chair of the Remuneration Committee

19 November 2024

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 125

Committee meetings

The Committee held six scheduled meetings during FY24.

Details of individual attendance at scheduled meetings

areprovided in the table below.

Activities of the Committee at a glance

Allocation of time

70% 20% 5%5

Note: Allocation of time has been rounded to the nearest 5%.

2 November

2023

16 November

2023

8 February

2024

14 May

2024

9 July

2024

30 September

2024

Committee members

Roisin Donnelly

Annette Court

Drummond Hall

– – – –

Dr John Bates

1. Roisin Donnelly was appointed Chair of the Remuneration Committee on 1 May 2024.

2. Annette Court stepped down as Chair of the Remuneration Committee on 30 April 2024.

3. Drummond Hall retired on 31 December 2023.

Activities and evaluation

Details of the Committee’s activities are set out below.

Activities of the Committee

During the year, the Committee focused on the matters summarised in the table below:

Key area of activity Matters considered Outcome

Determining the Policy

and its implementation

• Determined bonus targets and outcomes for

2023andPSP outcomes for the 2021 award.

• Reviewed content of the 2023 Directors’

RemunerationReport.

• Adjustments required to the 2025 Policy to ensure

Executive Directors’ remuneration is aligned to

thestrategic requirements and long-term goals

ofthebusiness.

• 2023 bonus determined at 68.1% to69.1% of

potential, as disclosed inlast year’s Report.

• 2021 PSP determined at 73.1% oftheoverall award

for vesting, asdisclosed in last year’s Report.

• Approved the 2023 Directors’ Remuneration Report.

• Consultation with shareholders on proposals for

the 2025 Policy.

Considering the views

on remuneration of our

stakeholders and

reviewing trends in

executive remuneration

• At least quarterly, the Committee’s advisors

presented on market trends, legislative change,

andcorporate governance requirements in

executiveremuneration.

• Views of shareholders, proxy voting agencies,

and market insight provided invaluable context

for theCommittee’s deliberations on

theimplementation of the Policy

anditseffectiveness.

Reviewing the

effectiveness

ofthePolicy

• Reviewed performance against in-flight

incentiveplans and the forecast single figure

forremuneration for Executive Directors.

• Reviewed remuneration-related risks.

• Reviewed the structure of remuneration.

• Discussed the base salaries, and the bonus

andLTIPstructure for 2025 through the

implementation of the 2025 Policy.

• Determined that the Policy was operating

asintended for FY24.

Other • Reviewed the Committee’s Terms of Reference.

• Reviewed workforce remuneration and

relatedpolicies.

• Determined no change to the Committee’s

Termsof Reference.

• Considered the implementation ofthe 2025 Policy

in FY25 in light ofworkforce remuneration.

Directors’ Remuneration Report continued

Remuneration Committee

governance

126 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

We are fully compliant with the UK Corporate Governance Code 2018. When reviewing the Policy forExecutive Directors

anddetermining the approach to pay, in line with the Code, the Committee gives consideration to thefollowing:

Clarity Code provision:

remuneration arrangements

should be transparent and

promote effective engagement

with shareholders and

theworkforce.

Engaging with stakeholders effectively, in a timely, transparent,

andrelevant manner is important for the Company. Further details

onhowwe engage with stakeholders can be found on page 125.

The purpose, strategic alignment, and structure of each element

ofpay is provided in the Policy and easily accessible on our

Companywebsite.

Simplicity Code provision:

remuneration structures

shouldavoid complexity and

their rationale and operation

should be easy to understand.

Simplicity is one of our remuneration principles and guides the

design of our remuneration structures.

Remuneration arrangements in place for Executive Directors are not

complex: executives are eligible for an annual bonus and a performance

share award under our long-term incentive plan, the metrics of which

are aligned to the Company’s strategy. Salaries are reviewed annually

across the whole workforce and benefits including pension provision

are provided in line with local market norms. This Report provides

open and transparent disclosure of executive remuneration for our

workforce and our shareholders.

Risk Code provision:

remuneration arrangements

should ensure reputational

andother risks from excessive

rewards, and behavioural

risksthat can arise from

target-based incentive plans,

are identified and mitigated.

There is an appropriate mix of fixed and variable pay and financial

and non-financial measures and goals in our remuneration plans.

There are mechanisms in place to ensure alignment with long-term

shareholder interests and the ongoing performance of the business:

one third of annual bonus is deferred into Sage shares (reducing to 15%

of any bonus earned, once a Directors’ enhanced shareholding guideline

is met, subject to approval of the revised Policy), a holding period of

two years is applicable to performance share awards, and Executive

Directors are required to build upand maintain a significant holding

of Sage shares both whilst an Executive Director (subject to approval of

the revised Policy), this will be 500% of salary for the CEO and 350% of

salary for the CFO) and for a two-year period after stepping down from

that position (100% of their “in-employment” guideline for two years

after stepping down as a Director).

The Committee is able to exercise discretion over the formulaic

outcomes of the bonus and performance share awards to ensure

outturns reflect the performance of the Executive Directors and

thebusiness.

Malus and clawback provisions are applicable to these plans in the

event of a trigger event.

Predictability Code provision:

the range of possible values

ofrewards to individual

directors and any other limits

ordiscretions should be

identified and explained at the

time of approving the Policy.

Incentive opportunities are capped with clearly defined payout

schedules, deferral requirements, and holding periods.

Corporate Governance Code

considerations

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 127

Proportionality Code provision:

the link between individual

awards, the delivery of strategy,

and the long-term performance

of the company should be clear.

Outcomes should not reward

poor performance.

Executive Directors’ total remuneration package is designed

toensurethat remuneration increases or decreases in line with

businessperformance and aligns the interests of Executive

Directorsand shareholders, specifically with the annual bonus and

performance share awards rewarding over the short and long term.

Stretching targets over an annual (applicable to annual bonus) and

three-year performance period (applicable to performance share

awards) are approved bythe Committee and assessed at the end of

theperformance period, taking into account the wider business

performance and the internal and external context. The Committee

hasoverriding discretion over the formulaic outcomes of the bonus

andperformance share awards to ensure outturns reflect performance

of Executive Directors, the business, and the shareholder experience,

ensuring that poor performance is not rewarded.

Alignment

toculture

Code provision:

incentive schemes should

drivebehaviours consistent

with the Company purpose,

Values, and strategy.

Incentive schemes are aligned to Sage’s culture. The bonus plan is

split between Company performance and achievement of strategic

goals, which incorporate non-financial metrics such as employee

engagement, leadership development, inclusion, talent development,

and the community. The Company performance measures are central

to the strategic progression of Sage and the strategic goal assessments

are completed taking into account outputs and how they have been

delivered in respect of the Company’s Values and Behaviours.

Performance share award measures align to the Company’s strategic

priorities in addition to the wider shareholder experience through

TSR. The ESG measures first introduced into performance share

awards in 2022 and updated for 2025 will drive achievement of the

Sustainability and Society strategy. Fulldetails of the proposed

measures can be found on pages 149 and 150.

This Report complies with the requirements of the Large and Medium-sized Companies and Groups(Accounts and Reports)

Regulations 2008 as amended in 2013, the provisions of the UK Corporate Governance Code 2018, the Companies (Miscellaneous

Reporting) Regulations 2018, the Companies (Directors’ Remuneration Policy and Directors’ RemunerationReport) Regulations

2019, and the Listing Rules.

Directors’ Remuneration Report continued

128 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

The current Policy was approved by our

shareholders at the 2022 AGM and can be

found in full in the 2021 Annual Report, a

copy of which can be downloaded from

www.sage.com/investors.

We are required by law to put a Policy

(the“2025 Policy”) to our shareholders

forapproval at the 6 February 2025

AGM. The 2025 Policy is set out on

pages 129 to136 of this Report and,

subject to shareholder approval, will

take effect immediately after the AGM.

The Remuneration Committee discussed

the 2025 Policy over a series of meetings

which considered the strategic priorities

of the business, talent requirements,

stakeholder views, and evolving market

practice. Input was sought from the CEO

and members of the People team, while

ensuring that conflicts of interest were

suitably mitigated, but enabling

consideration of the wider workforce

when evaluating remuneration. An

external perspective was provided

byour major shareholders and our

independent advisors, Deloitte.

The key changes from the previous

Directors’ Remuneration Policy,

whichare explained in the

Remuneration Committee

Chair’sStatement, are as follows:

• The Directors’ shareholding

requirement will increase to

500%ofsalary for the CEO and

350%of salary for the CFO.

• The requirement to defer one third

ofbonus into shares for three years

isretained unless a Director is

compliant with their enhanced

shareholding guideline (as noted

above). If already compliant, the

deferral requirement reduces to

15%ofany annual bonus earned.

• A UK comparator group has been

retained as the primary market

benchmark. The group has been

updated to comprise FTSE 11-50

companies (excluding financial

services), which reflects Sage’s

increased size and its global breadth.

• The overall individual limit of a

performance share award (PSA)

willincrease to 400% of salary.

• To simplify the vesting schedule

ofPSAs, the requirement to have

a“stretch” vesting point within

thetarget range has been removed.

• In order to be competitive with the

global talent market, the Committee

has the flexibility within the

recruitment section of this Policy

tooffer a new Director, in their first

year within the role only, an enhanced

totallong-term equity award of up to

650% of salary (excluding buyouts),

delivered in such combination of

performance shares and restricted

shares as is viewed appropriate (with

the face value of restricted shares

being discounted by 50% compared

with performance shares in line

withcurrent standard UK practice).

Weighting of the total award would

be up to a maximum of 50% restricted

shares. Any use of this flexibility

would be fully detailed and explained

in the relevant Directors’ Remuneration

Report following the Director’s

appointment. A vesting period of

three years, with a two-year holding

period, would be applicable

regardless of award type.

Remuneration Policy 2025

Remuneration Policy table

The table below sets out the Policy that the Company will apply from 6 February 2025 subject to shareholder approval.

Alignment with

strategy/purpose Operation Maximum opportunity

Performance

measures

Base salary

Supports the

recruitment and

retention of Executive

Directors from a

global talent market

of the calibre required

to deliver the Group’s

strategy.

Rewards executives

for the performance

oftheir role.

Set at a level that

allows fully flexible

operation of our

variable pay plans.

Normally reviewed annually, with any

increases applied from January.

When determining base salary levels,

consideration is given to factors

includingthe following:

• Pay increases for other employees

across the Group;

• The individual’s skills and

responsibilities;

• Pay at companies of a similar size

andinternational scope to Sage,

inparticular those within the

FTSE 11-50 (excluding financial

servicescompanies); and

• Corporate and individual performance.

Ordinarily, salary increases will be in line

with increases awarded to other employees

in major operating businesses of the

Group. However, increases may be made

above this level at the Remuneration

Committee’s discretion to take account

ofindividual circumstances such as:

• Increase in scope and responsibility;

• The individual’s development and

performance in role (e.g. for a new

appointment where base salary may

beincreased over time rather than

setdirectly at the level of the previous

incumbent or market level); and

• Alignment to market level.

Accordingly, no monetary maximum

hasbeen set.

None, although

overallperformance

of the individual is

considered by the

Remuneration

Committee when

setting and reviewing

salaries annually.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 129

Alignment with

strategy/purpose Operation Maximum opportunity

Performance

measures

Pension

Provides a

competitive post-

retirement benefit,

ina way that manages

the overall cost to

theCompany.

Defined contribution plan (with Company

contributions set as a percentage of base

salary). An individual may elect to receive

some or all of their pension contribution

as a cash allowance.

The Company contribution rate for

Executive Directors is aligned with

therate available to the majority of

theworkforce (currently 10% of salary).

None.

Benefits

Provide a competitive

and cost-effective

benefits package to

executives to assist

them to carry out their

duties effectively.

The Group provides a range of benefits

which may include a car benefit (or

cashequivalent), private medical

insurance, permanent health insurance,

life assurance and financial advice.

Additional benefits may also be provided

in certain circumstances which may

include relocation expenses, housing

allowance, school fees, tax return support,

and tax equalisation payments. Business

expenses and associated tax thereon may

also be reimbursed.

Other benefits may be offered if considered

appropriate and reasonable by the

Remuneration Committee.

Set at a level which the Remuneration

Committee considers:

• Appropriately positioned against

comparable roles in companies

ofasimilar size and complexity

intherelevant market; and

• Provides a sufficient level of benefit

based on the role and individual

circumstances, such as relocation.

As the costs of providing benefits

willdepend on the Director’s

individualcircumstances, the

Remuneration Committee has

notsetamonetary maximum.

None.

Annual bonus

Rewards and

incentivises the

achievement of

financial and

strategic targets

overthe year.

An element of

compulsory deferral,

provides a link to the

creation of sustainable

long-term value.

Performance measures, weightings,

andtargets are set and payout levels

aredetermined by the Remuneration

Committee based on performance

againstthose targets. The Remuneration

Committee may, in appropriate

circumstances, override the formulaic

outcome and amend the bonus payout

should this not, in the view of the

Remuneration Committee, reflect overall

business performance or individual

contribution.

The default arrangement is that a minimum

of one third of any annual bonus earned by

Executive Directors is delivered in deferred

share awards with the remainder delivered

in cash. The deferral requirement reduces

to 15% of any annual bonus earned by

Executive Directors once their enhanced

shareholding guideline, as outlined within

the shareholding guideline section of

thistable, is met. The Committee has

discretion to defer bonus in cash if dealing

restrictions prevent share awards being

granted. The deferral period willusually

be a minimum of three years.

175% of salary.

Up to 50% of the bonus can be paid for

delivering a target level of performance.

At least 70% of

thebonus will be

determined by

measure(s) of

Groupfinancial

performance.

No more than 30%

ofthe bonus will

bebased on pre-

determined financial,

strategic, ESG, or

operational measures

appropriate to the

individual Director.

The measures that

willapply for the

financial year 2025

are described in the

Directors’ Annual

Remuneration Report.

Directors’ Remuneration Report continued

130 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Alignment with

strategy/purpose Operation Maximum opportunity

Performance

measures

Performance

share awards

(PSA)

Motivates and rewards

the achievement of

long-term business

goals. Supports the

creation of shareholder

value through the

delivery of strong

market performance

aligned with the

long-term business

strategy. Supports

achievement of our

strategy by targeting

performance under

ourkey financial

performance indicators.

Subject to AGM approval, PSAs will be

granted under the terms of TheSage Group

plc. Long-Term Incentive Plan (LTIP).

Awards vest dependent upon the

achievement of performance conditions

measured over a period usually of at least

three years. Following the end of the

performance period, the performance

conditions will be assessed and the

percentage of awards that will vest

willbedetermined.

The Remuneration Committee may

decidethat the shares in respect of

whichan award vests will be subject to

anadditional holding period. A holding

period will normally last for twoyears,

unless the Remuneration Committee

determines otherwise.

The Remuneration Committee has

discretion to decide whether and to

whatextent the performance conditions

have been met and, in appropriate

circumstances, to override the formulaic

outcome, taking into account such factors

as the performance of the Group, the

experience of the stakeholders and

windfall gains. If an event occurs that

causes the Remuneration Committee to

consider that an amended or substituted

performance condition would be more

appropriate and not materially less

difficult to satisfy, the Remuneration

Committee may amend or substitute

anyperformance condition.

Awards vest on the following basis:

• Threshold performance: 20% of

themaximum shares awarded;

• Exceptional performance: 100%

oftheshares awarded; and

• The vesting schedule related to

thelevels of performance between

threshold and exceptional, including

whether or not this will include interim

performance levels, will be determined

by the Remuneration Committee on

anannual basis and disclosed in the

relevant Directors’ Annual

Remuneration Report for that year.

Overall individual limit of 400% of

basesalary in respect of a financial

year.Implementation for FY25 is

outlinedon page 123 of this Report.

Vesting will be subject

to performance

conditions as

determined by

theRemuneration

Committee on an

annual basis.

The performance

conditions will initially

be underlying earnings

per share (EPS), relative

TSR, and ESG, although

the Remuneration

Committee will retain

discretion to include

additional or alternative

performance measures

which are aligned to the

corporate strategy.

At its discretion,

the Remuneration

Committee may elect

to add additional

underpin performance

conditions.

Details of the targets

that will apply for

awards granted in 2025

are set out in the

Directors’ Annual

Remuneration Report.

All-employee

share plans

Provide an

opportunity for

Directors (as well as

the general workforce)

to voluntarily invest

in the Company.

UK-based Executive Directors are entitled

to participate in an HMRC-approved

all-employee plan, The Save and Share

Plan. Under this plan, they can make

monthly savings over a period permitted

by HMRC and which is currently three years

linked to the grant of an option over

Sageshares with an option price which

canbe ata discount set by HMRC which

iscurrently set at a maximum of 20% of

themarket value of shares on grant.

Options may be adjusted to reflect the

impact of any variation of share capital.

Overseas-based Executive Directors

areentitled to participate in any similar

all-employee scheme operated by Sage

intheir jurisdiction.

UK participation limits are those set by

HMRC from time to time. Currently this

is£500 per month (or foreign currency

equivalent). Limits for participants in

overseas schemes are determined in

linewith any local legislation.

None.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 131

Alignment with

strategy/purpose Operation Maximum opportunity

Performance

measures

Chair and

Non-executive

Director fees

Provide an

appropriate reward to

attract and retain

high-calibre

individuals.

Non-executive

Directors do not

participate in any

incentive scheme.

Fees are reviewed periodically. The fee

structure is as follows:

• The Chair is paid a single, consolidated fee;

• The Non-executive Directors are paid

abasic fee, plus fees for additional

responsibilities or time commitments

such as chairing (and, where appropriate,

membership) of Board Committees and

to the Senior Independent Director; and

• Fees are currently paid in cash but the

Company may choose to provide some

ofthe fees in shares.

Additional travel allowance payments

maybe made to the Chair and Non-

executive Directors for time spent

travelling internationally on Company

business, for example to attend a Board

meeting. Non-executive Directors may

beeligible for benefits such as company

car, use of secretarial support, healthcare

or other benefits that may be appropriate

including where travel to the Company’s

registered office is recognised as a

taxable benefit in which case a Non-

executive Director may receive the

grossed-up costs of travel as a benefit.

Set at a level which:

• Reflects the commitment and

contribution that is expected from the

Chair and Non-executive Directors; and

• Is appropriately positioned against

comparable roles in companies of a

similar size, complexity, and international

scope to Sage, in particular those within

the FTSE 11-50 (excluding financial

services companies).

Overall fees paid to Directors will remain

within the limit stated in our articles of

association, currently £1.75m. Actual fee

levels are disclosed in the Directors’

Annual Remuneration Report for the

relevant financial year.

None.

Shareholding

guideline

Aligns the interests of

Executive Directors

and shareholders and

encourages a focus on

long-term performance.

Whilst in employment, Executive Directors

are expected to build up a shareholding

worth 500% of salary in respect of the CEO

and 350% of salary in respect of other

Executive Directors over five years

fromthe Director becoming subject to the

guideline. The Remuneration Committee

will review progress towards the guideline

on an annual basis and has the discretion

toadjust the guideline in what it feels are

appropriate circumstances.

Executive Directors are also expected to

remain compliant with this guideline or,

iflower, their actual shareholding at

leaving for two years post-cessation

ofemployment. Shares acquired by an

Executive Director in their personal

capacity at any time, or shares released

toan Executive Director prior to

11 September 2019 are exempt from

thisguideline. The Committee retains

discretion to amend or waive this

guideline ifitisnot considered

appropriate in the specific circumstances.

None.

Notes:

• Annual bonus and PSA performance measures and targets are selected each year so as to align with key financial and operational objectives.

• Awards granted under the deferred bonus plan and as a PSA may:

a. Be made in the form of conditional awards or nil-cost options and may be settled in cash on vesting;

b. Incorporate the right to receive an amount (in cash or shares) equal to the dividends which would have been paid or payable on the shares that vest in

theperiod up to vesting / release (this amount may be calculated assuming the dividends were reinvested in the Company’s shares on a cumulative

basis); and

c. Be adjusted in the event of any variation of the Company’s share capital, demerger, delisting, special dividend, rights issue, or other event which

may, inthe opinion of the Remuneration Committee, affect the current or future value of the Company’s shares, or as a result of a participant moving

from one jurisdiction to another or becomes tax resident in a different jurisdiction, and, as a result, there may be adverse legal, regulatory, tax, or

administrative consequences for the participant and/or a member of the Group in connection with an award.

Directors’ Remuneration Report continued

132 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Provisions to withhold (malus) or recover

(clawback) sums paid under the annual

bonus and PSA in the event of material

negative circumstances, such as a

material misstatement in the Company’s

audited results, serious reputational

damage or significant financial loss

tothe Company (as a result ofthe

participant’s conduct), an error in

assessing the performance metrics

relating to the award, or the participant’s

gross misconduct are incorporated into

the terms of the PSA, the annual bonus

and the deferred bonus plan. These

provisions may apply up to three years

from the release date of a PSA or three

years from the date a cash bonus is paid

or a deferred share award is granted.

Details of the proposed implementation

of those provisions in the forthcoming

year are set out in the Directors’ Annual

Remuneration Report.

All Directors submit themselves for

re-election annually.

The Remuneration Committee intends

to honour any commitments entered

into with current or former Directors on

their original terms, including outstanding

incentive awards, which have been

disclosed in previous remuneration

reports and, where relevant, are

consistent with a previous policy

approved by shareholders. Any such

payments to former Directors will be

set out in the Remuneration Report

asand when they occur.

The Remuneration Committee reserves

the right to make anyremuneration

payments and payments for loss

ofoffice (including exercising any

discretions available to it in connection

with such payments) notwithstanding

that they are not in line with the Policy

set out above, where the terms of the

payment were agreed (i) before the

Policy set out above came into effect,

provided that the terms of the payment

were consistent with the shareholder-

approved Remuneration Policy in force

at the time they were agreed; or (ii) at a

time when the relevant individual was

not a Director of the Company and, in the

opinion of the Remuneration Committee,

the payment was not in consideration

for the individual becoming a Director

of the Company. For these purposes,

“payments” includes the Remuneration

Committee satisfying awards ofvariable

remuneration and, in relation to an

award over shares, the terms of the

payment are “agreed” at the time

theaward is granted.

The Remuneration Committee may

make minor amendments to the Policy

(for regulatory, exchange control, tax,

oradministrative purposes or to take

account of a change in legislation)

without obtaining shareholder

approvalfor that amendment.

Illustration of 2025 Policy

The charts on page 134 set out an

illustration of the 2025 Policy and

include base salary, pension, benefits,

and incentives. The charts provide

anillustration of the proportion of

totalremuneration made up of each

component of pay and the total potential

value available to the Directors under

thePolicy. Thecharts do not take into

account dividends or, unless stated

otherwise, share price appreciation.

In these illustrative charts, salaries are

those applying from 1 January 2025,

pension provision is 10% of salary, and

benefits have been estimated using

the figure included in the 2024 single

figure of remuneration.

For illustrating the potential value from incentives, four scenarios havebeen illustrated for each Executive Director, as

explained in the table below:

Scenario Description of scenario

Below threshold

performance

No bonus payout. No vesting of PSAs.

Performing in line

withexpectations

87.5% of salary payout in annual bonus (50% of maximum opportunity). PSA vested shares equivalent

to 200% of salary for the CEO and 150% of salary for the CFO (50% of total shares available).

Maximum 175% of salary payout in annual bonus (100% of maximum opportunity). PSA vested shares equivalent

to 400% of salary for the CEO and 300% of salary for the CFO (100% of total shares awarded).

Maximum with share

price appreciation

Maximum scenario with the additional assumption of 50% share price appreciation during the

PSA vesting period.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 133

Development of our Policy

Consistency with remuneration

forthewiderGroup

The Policy for our Executive Directors is

designed in line with the remuneration

philosophy and principles that underpin

remuneration for the wider Group.

Theremuneration arrangements for

employees below the main Board reflect

the seniority of the role and local market

practice, and therefore the components

and levels of remuneration for different

employees will differ from the Policy for

executives as set out above.

Consideration of pay and

conditions forthewiderGroup

The Remuneration Committee reviews

annually the remuneration and related

policies prevailing for the wider Group

workforce, taking them into account when

determining the Remuneration Policy and

pay for the main Board Directors and the

Executive Committee. In the course of

setting the 2025 Policy, the Remuneration

Committee discussed the alignment of

remuneration and related policies with

culture and strategy, the progress made in

key initiatives to enhance such alignment

during the year and priorities for FY25,

and the alignment of pay and conditions

for the wider Group workforce with

executives. Colleagues were not consulted

in the formulation of the 2025 Policy.

Communication with

ourshareholders

The Remuneration Committee is

committed to an ongoing dialogue

withshareholders and seeks the

viewsof significant shareholders

whenany major changes are being

made to remuneration arrangements.

The Remuneration Committee takes

into account the views of significant

shareholders and shareholder

representative bodies such as

Institutional Shareholder Services,

theInvestment Association, and

GlassLewis, when formulating and

implementing the Policy. A significant

consultation process was undertaken

with our largest shareholders and

shareholder representative bodies

ahead of the introduction of this

revised Policy.

Recruitment remuneration

arrangements

In the event of appointing a new

Executive Director, the Remuneration

Committee will seek to align the

remuneration package with our Policy,

which may include the elements outlined

in the Policy table above. However, the

Remuneration Committee retains the

discretion in accordance with the

relevant regulations to make appropriate

remuneration decisions outside the

standard policy to meet the individual

circumstances of the appointment.

This may, for example, include the

following circumstances:

• An interim appointment is made

tofill an Executive Director role

onashort-term basis.

• Exceptional circumstances require

that the Chair or a Non-executive

Director takes on an executive

function on a short-term basis.

• An Executive Director is appointed

ata time in the year when it would

beinappropriate to provide a bonus

orPSA for that year as there would

not be sufficient time to assess

performance. The quantum in

respect of the months employed

during the year may be transferred

tothe subsequent year so that

rewardis provided on a fair and

appropriate basis.

• An executive is appointed from a

business or location that offered

some benefits that the Remuneration

Committee might consider appropriate

to buy out but that do not fall into the

definition of “variable remuneration

forfeited” that can be included in the

buyout element under the wording of

the regulations.

CEO Remuneration Policy illustration

11%

2% 20%

67%

Maximum with share price appreciation

£9,457,079

Performing in line with expectations

Below threshold performance

15%

25%

88%

12%

25%

50%22%

58%

Maximum

£7,329,579

£4,271,298

£1,213,016

CFO Remuneration Policy illustration

14%

1% 24%

61%

Maximum with share price appreciation

£5,039,780

Performing in line with expectations

Below threshold performance

17%

29%

90%

10%

30%

43%25%

51%

Maximum

£4,012,610

£2,386,257

£759,905

Key:

Base pay Pension and benefits Bonus PSA

Directors’ Remuneration Report continued

134 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

• The executive received benefits at

their previous employer which the

Remuneration Committee considers

it appropriate to offer.

• The Remuneration Committee may

alter the performance measures,

performance period, and vesting

period of the annual bonus or long-

term incentive, subject to the rules

ofthe plan, if the Remuneration

Committee determines that the

circumstances of the appointment

merit such alteration. The rationale

will be clearly explained in the relevant

Directors’ Remuneration Report.

In determining appropriate remuneration

arrangements on appointing a new

Executive Director, the Remuneration

Committee will take into account

relevant factors; these may include the

calibre of the individual, local market

practice, the existing remuneration

arrangements for other executives,

andthe business circumstances. The

Remuneration Committee seeks to

ensure that arrangements are in the

best interests of both Sage and its

shareholders, and seeks not to pay

morethan is appropriate.

As a global technology business, Sage

must compete in a highly competitive and

international talent market. In order to

ensure that we remain able to attract

high-calibre global Director candidates

for a potential future appointment, the

Remuneration Committee would have

flexibility to offer a new Executive

Director, in their first year within the role

only, an enhanced total long-term equity

award of up to 650% of base salary

(excluding buyouts). The Remuneration

Committee would also have flexibility to

grant equity awards to a new Executive

Director, in their first year within the role

only, in such combination of performance

shares and restricted shares as is viewed

appropriate (with restricted shares, if

granted, being discounted by 50% in line

with standard UK practice). Weighting of

the total award would be up to a maximum

of 50% restricted shares. Any use of either

of these flexibilities would be fully

detailed and explained in the relevant

Directors’ Annual Remuneration Report

following the Director’s appointment. The

vesting period would be three years, plus

a two year holding period regardless of

type of award granted.

The Remuneration Committee may make

awards on hiring an external candidate to

buy out remuneration arrangements

forfeited on leaving a previous employer.

In doing so, the Remuneration Committee

will take account of relevant factors,

including any performance conditions

attached to these awards, the form in

which they were granted (e.g. cash or

shares) and the timeframe of awards. The

Remuneration Committee will generally

seek to structure buyout awards on a

comparable basis to awards forfeited,

ifappropriate in the circumstances.

In order to facilitate the variable

payopportunity and buyout awards

mentioned above, the Remuneration

Committee may rely on exemption in

LR9.3.2 of the Listing Rules, which allows

for the grant of awards to facilitate,

inexceptional circumstances, the

recruitment of a Director.

Where an Executive Director is an internal

promotion, the normal policy is that any

legacy arrangements would be honoured

in line with the original terms and

conditions. Similarly, if an Executive

Director is appointed following Sage’s

acquisition of or merger with another

company, legacy terms and conditions

would be honoured.

In the event of the appointment of a new

Non-executive Director, remuneration

arrangements will normally be in line with

the structure set out in the Policy table for

Non-executive Directors.

Change of control

The long-term equity plan rules provide

that, in the event of a change of control,

unvested awards would vest to the extent

determined by the Remuneration

Committee, taking into account the

extent to which it determines the

performance conditions have been

satisfied (based on all factors it considers

relevant) at the date of such event. The

extent to which the Remuneration

Committee allows awards to vest would

also, unless it determines otherwise, take

into account the period of time that has

elapsed between the grant of the award

and the date of the change of control as a

proportion of three years (or such other

period the Remuneration Committee

considers to be appropriate). However, the

Remuneration Committee may vary the

level of vesting of awards if it believes

that exceptional circumstances warrant

this; awards that are subject to a holding

period at the time of the change of control

will be released at that time.

Awards granted under the deferred

bonus plan will vest in full upon a

change of control. Awards held under

all-employee plans would be expected

to vest on a change of control and those

which have to meet specific requirements

to benefit from permitted tax advantages

would be treated in a manner consistent

with those requirements.

Alternatively, the Directors may

exchange their awards over Company

shares for equivalent awards in shares

of the acquiring company if the terms

of the offer allow this.

If the Company is wound up or in the

event of a demerger, delisting, special

dividend, or other event which, in the

Remuneration Committee’s opinion,

would materially affect the current or

future value of the Company’s shares,

the Remuneration Committee may

allow deferred shares and PSAs to

vestand be released early on the

samebasis as for a change of control.

Executive Director

servicecontracts

All current Executive Directors have

service contracts, which may be

terminated by the Company for breach

by the executive or by giving 12 months’

notice by the Company or the individual.

Service contacts for new Directors will

generally be limited to 12 months’

notice. However, the Remuneration

Committee may agree a longer period,

of up to 24 months initially, reducing

by one month for every month served

until it falls to 12 months.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 135

Terms and conditions for

Non-executive Directors

The appointment of the Non-executive

Directors (including the Non-executive

Chair) is for a fixed term of three years,

during which period the appointment

may be terminated by the Board on

upto six months’ notice. There are

noprovisions on payment for early

termination in letters of appointment.

The letters of appointment of Non-

executive Directors and service

contracts of Executive Directors

areavailable for inspection at the

Company’s registered office during

normal business hours and will be

available at the Annual General Meeting.

Payments to departing Directors

There are no pre-determined special

provisions for Directors with regard to

compensation in the event of loss of

office; compensation is based on what

would be earned by way of salary, pension

entitlement and other contractual

benefits over the notice period. In the

event that a contract is to be terminated,

and a payment in lieu of notice made,

payments to the Executive Director may

be staged over the notice period, at the

same interval as salary would have been

paid. If applicable, during that period

the Executive Director must take all

reasonable steps to obtain alternative

employment and payments to the

Executive Director by the Company will

be reduced to reflect payments received

in respect of that alternative employment.

The Remuneration Committee reserves

the right to make any other payments in

connection with a Director’s cessation

of office or employment where the

payments are made in good faith in

discharge of an existing legal obligation

(or by way of damages for breach of

such an obligation) or by wayof a

compromise or settlement of any

claimarising in connection with the

cessation of a Director’s office or

employment. Any such payments may

include, but are not limited to, paying

any fees for outplacement assistance

and/or the Director’s legal and/or

professional advice fees in connection

with his cessation of office or employment.

In some cases, a departing Director may

receive a modest leaving gift.

There is no automatic entitlement to

an annual bonus. Executive Directors

may receive a bonus in respect of the

financial year in which they cease

employment with the Group. The

payment of any annual bonus will be

atthe Remuneration Committee’s

discretion, based on the individual

circumstances, and would usually be

pro-rated for the period of service

andmay be paid entirely in cash.

In determining the level of bonus to be

paid, the Remuneration Committee

may, at its discretion, take into account

performance up to the date of cessation

or over the financial year as a whole,

based on appropriate performance

measures as determined by the

Remuneration Committee. The

treatment of leavers under our long-

term incentive plans is determined

bythe rules of the relevant plans.

Deferred bonus plan

If an Executive Director ceases to hold

office or employment within the Group

during the vesting period of a deferred

share award as a result of their death,

their award will vest onthe date of

death. If the reason for their cessation

of employment is injury, ill health,

disability, or retirement, because

theiremploying company or business

is sold out of the Group, or in any other

circumstances the Remuneration

Committee determines, their award

will vest on the normal vesting date

unless the Remuneration Committee

determines the award should vest

following their cessation of office

oremployment. If the individual ceases

to hold office or employment with

amember of the Group inanyother

circumstances, any unvested deferred

share awardsthey hold will lapse.

Performance share awards

If the Director ceases to hold office or

employment within the Group during

the performance period as a result of

theirdeath, their award will vest on the

date of death. If thereason for their

cessation of employment is ill health,

injury, or disability, because their

employing company or business is

soldout of the Group, or in any other

circumstances the Remuneration

Committee determines, any unvested

awards will vest (and any holding

period will normally continue to apply,

except on death) atthe same time as if

the individual had not left the Group,

unless the Remuneration Committee

determines the award should vest (and

be released) earlier following their

cessation of office or employment.

The extent to which awards vest

inthese circumstances will be

determined by the Remuneration

Committee, taking into account the

extent to which the performance

conditions have been satisfied at

theend of the original performance

period or following theDirector’s

cessation ofoffice or employment

(asappropriate) and, unless the

Remuneration Committee determines

otherwise, the period oftime that has

elapsed between the grant of the award

andthe date of the cessation of office

or employment asaproportion of

threeyears (or suchother period the

Remuneration Committee considers to

be appropriate). The Group malus and

clawback policy will normally continue

toapply unless the Remuneration

Committee determines otherwise.

If the Executive Director leaves under

any other circumstances, for example,

due to termination for cause, any

unvested PSAs they hold will lapse.

Where an Executive Director leaves

whilst holding vested PSAs thatare

subject to a holding period, the holding

period will normally continue to apply,

unless the Remuneration Committee

determines it should cease to apply

following their cessation of employment.

If, however, an Executive Director is

summarily dismissed, any outstanding

PSA awardsthey hold will be clawed back.

Directors’ Remuneration Report continued

136 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Purpose of this section:

• Provides remuneration disclosures for Executive and Non-executive Directors.

• Details financial measures for the annual bonus plan and PSP.

• Illustrates Company performance and how this compares with the pay of Executive Directors.

• Outlines proposed implementation of the 2025 Policy for Executive and Non-executive Directors for 2025.

Single ﬁgure for total remuneration (audited information)

The following table sets out the single ﬁgure for total remuneration for Executive Directors for the ﬁnancial years ended

30 September 2024 and 2023.

(a) Salary/

fees

£’000

(b) Beneﬁts

£’000

(d) PSP awards

£’000

(e) Pension

£’000

(f) Other

£’000

Total fixed

remuneration

£’000

Total variable

remuneration

£’000

Total

£’000

2024 2023 2024 2023 2024 2023 2024

2023

(restated) 2024 2023 2024 2023 2024 2023 2024

2023

(restated) 2024

2023

(restated)

Executive Directors

S Hare 904 833 43 65 885 993 2,665 2,379 90 83 – 5 1,037 981 3,550 3,377 4,587 4,358

J Howell 599 571 7 8 626 691 1,463 1,652 52 49 – – 658 628 2,089 2,343 2,747 2,971

Non-executive Directors

A Duff 415 400 – – – – – – – – – – 415 400 – – 415 400

S Anand 73 70 16 12 – – – – – – – – 89 82 – – 89 82

J Bates 73 70 – – – – – – – – – – 73 70 – – 73 70

J Bewes 96 90 – – – – – – – – – – 96 90 – – 96 90

M Chan

Jones

73 58 18 12 – – – – – – – – 91 70 – – 91 70

A Court

99 90 – – – – – – – – – – 99 90 – – 99 90

R Donnelly

83 46 – – – – – – – – – – 83 46 – – 83 46

D Hall

22 87 – – – – – – – – – – 22 87 – – 22 87

D Harding 73 70 – – – – – – – – – – 73 70 – – 73 70

Notes:

1. Maggie Chan Jones was appointed as a Non-executive Director on 1 December 2022.

2. Annette Court was appointed as Senior Independent Director on 1 January 2024 and stepped down as Chair of the Remuneration Committee on 30 April 2024.

3. Roisin Donnelly was appointed as a Non-executive Director on 3 February 2023 and Chair of the Remuneration Committee on 1 May 2024.

4. Drummond Hall retired on 31 December 2023.

5. Details of salary progression since 2021 for the current Executive Directors are summarised in the “Statement of implementation of Remuneration Policy

in the following financial year” on page 148 of this Report. Following a review of Non-executive Director fees, the Chair of the Board fee, the basic

Non-executive Director fee, the Audit and Risk Chair additional fee, and the Remuneration Committee Chair additional fee were increased with effect

from1 January 2024; further details are provided on page 158 of the 2023 Annual Report and Accounts.

6. Benefits provided to the Executive Directors included: car benefits or cash equivalent (Steve Hare only), private medical insurance, permanent health

insurance, life assurance, financial advice, and, where deemed to be a taxable benefit, the grossed-up costs of travel, accommodation, and subsistence

forthe Directors and their partners on Sage-related business if required. Benefits exclude items subject to tax where they are in the nature of business

expenses. Sangeeta Anand and Maggie Chan Jones, who are based in the US, each received a £4,000 travel allowance fee for their attendance ateach

Boardmeeting, which required travel from the US (total of four meetings), commensurate to the travel time required forattendance in person. Maggie Chan

Jones additionally received tax support.

7. Further information about how the level of FY24 bonus award was determined is provided in the additional disclosures below.

8. The 2024 PSP value for Steve Hare and Jonathan Howell is based on the PSP award granted in financial year 2022, which is due to vest in December 2024.

Theperformance conditions applicable to the awards are outlined on page 142 of this Report. The value is based on the number of shares vesting under

the2022 PSP award multiplied by the average price of a Sage share between 1 July and 30 September 2024, which was £10.323, plus dividend equivalents

accrued. For Steve Hare, £642,682 of the value is attributable to movement in the share price between grant and vesting, and for Jonathan Howell,

£352,714of the value is attributable to movement in the share price between grant and vesting. No discretion has been exercised by the Committee.

Further detail is set out below in the notes to the table. The values of Steve Hare’s and Jonathan Howell’s 2021 PSPs for 2023 have been restated. The

changein value is as a result of changes in the share price reported in 2023 in line with the methodology set out in the 2013 Reporting Regulations

(£9.596)and the share price actually achieved at vesting (£11.300).

9. Pension emoluments for Steve Hare were equal to 10% of base salary and for Jonathan Howell were equal to 10% of base salary (less a deduction for

EmployerNational Insurance Contributions). Both elected to receive them as a cash allowance. Maximum pension contribution levels for the wider

workforce in the UK are 10% of salary, subject to contributions from the colleagues themselves.

10. Steve Hare’s award under the Save and Share plan has been valued as the number of options multiplied by the difference on the grant date (16 June 2023)

between the share price (at close on the day prior to grant) of £8.740 and the option price of £6.900. Further details are set out on page 160 of the 2023

Annual Report and Accounts.

11. Total fixed remuneration is inclusive of salary/fees, benefits, and pension.

12. Total variable remuneration is inclusive of bonus and PSP awards.

13. Total remuneration for Directors in 2024 was £8,375,000 compared with £8,334,000 in 2023 (updated from the 2023 Directors’ Remuneration Report).

Directors’ Annual

Remuneration Report

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 137

Directors’ Remuneration Report continued

Additional disclosures for single ﬁgure for total remuneration table (audited information)

Annual bonus 2024

The bonus targets for FY24 were set with reference to the strategy for FY24, in particular the achievement of ARR growth

andimproving the customer experience, taking into account the Company’s annual budget and historical performance

indetermining the payout curve.

Bonus measure % weighting

Threshold

performance

Target

performance

Stretch

performance

Actual performance

(at budget

foreign currency

exchange rates) % of maximum bonus payable

ARR growth 70% 9.0% (21% of

bonus payable)

10.8% (35% of

bonus payable)

13.5% (70% of

bonus payable)

10.8% 35.0%

Customer

experience

scorecard

10% The assessment of the customer experience scorecard is set

outbelow this table (between 0% and 10% of bonus payable)

5.7%

Strategic

measures

20% The assessment of strategic measures is set out below

this table (between 0% and 20% of bonus payable)

Steve Hare (CEO): 15.2%

of maximum

Jonathan Howell (CFO):

19.0% of maximum

Total Steve Hare:

55.9% of maximum bonus

(97.9% of salary)

Jonathan Howell:

59.7% of maximum bonus

(104.5% of salary)

Notes:

• Payment of a bonus for ARR growth was subject to the achievement of an underpin condition of Group UOP margin. Group UOP margin was 22.9%,

whichexceeded the underpin target of 18.5%.

• ARR growth and UOP margin are deﬁned on pages 262 and 261, respectively. Actuals have been retranslated at budgeted foreign currency exchange rates

consistent with the basis on which the targets were set. The Committee considered the movement of foreign currency exchange rates over the year, and

determined that the effect was immaterial and that the use of like-for-like exchange rates was appropriate.

• One third of bonus is deferred into Sage shares for three years.

Customer experience scorecard (10% weighting)

A customer experience scorecard measuring “micromoments” (touchpoints in the customer journey which reflect the

moments that matter the most to customers), “micromoments significantly improved” (the impact of customer experience

improvements), and transactional Net Promoter Score (tNPS) was set by the Committee at the beginning of the financial year.

Whilst tNPS remains a key measure of customer experience, in order to deliver on our stakeholder promise to customers that

“we build every experience with human insight and ingenuity”, the scorecard focuses on multiple touchpoints in the customer

journey, and improvements to these moments in addition to tNPS. tNPS is a lead measure of our customers’ sentiments

providing rich customer insight.

The experiences we deliver for customers will continually evolve as we strive to deliver on our brand promise that puts customers

at the heart of everything we do, helping businesses thrive and flow. During FY24, a number of improvements have been delivered

enabling customers to focus on what matters the most to them. Customer experience targets were set at a Group level and

areregarded as commercially sensitive by the Board. Details of the achievements that were considered by the Committee

incoming to its assessment of this measure are set out below. The Committee gave consideration to both the number of

new‘micromoments’ implemented and the impact of customer experience improvements in driving successful outcomes for

thebusiness measured through ‘micromoments significantly improved’. The overall outcome therefore reflects an element

ofjudgement by the Remuneration Committee, rather than a purely mechanistic target-driven approach.

138 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Identification and implementation of new

micromoments across the business, to focus on

theoccasions or touchpoints in the customer

journey that are meaningful to the customer,

both in and out of the product.

Continuing to identify and set up critical micromoments is

crucial; thishighlights areas where further customer insight

can be gathered to improve future customer experience.

Work has been undertaken throughout FY24 to implement

new micromoments across the business. A key example is the

Sage Active sales feature launch; including a micromoment

alongside the launch enabled customer insight to be

gathered from early adopters and provides continued

customer feedback for ongoing feature development,

supporting the expansion of Sage Active in Europe.

Overallthis target was met.

Micromoments significantly improved;

thisdemonstrates the impact of customer

experience improvements across the

micromoments previously delivered.

Micromoments previously delivered have provided the

business with new insight into priority areas for customer

experience. Throughout the financial year, customer experience

improvements have been made and the impact of these for

the customer and the business measured. As an example,

within Sage for Accountants enhancements have been made

including a refreshed user experience (UX) offinal accounts.

This has reduced errors by applying additional validations,

and as a result, reduced the need for customer support.

Additionally, mappings have been automated when importing

data from a previous product, significantly reducing the

task time. Feature usage has increased, highlighting that

the improvements made are benefiting customers. Headroom

remains for further improvements; this target waspartially met.

tNPS is a lead indicator of customer experience

and gives immediate insight to a customer’s

experience following a specific customer

touchpoint. Measurement of tNPS across the

Company to understand customers’ feedback

and generate improvement opportunities.

tNPS has been a focus across the business in FY24. Year-on-

year improvements have been achieved in five business

units. These have been achieved through focus on improving

access and first contact resolution for customers, coupled

with intensive coaching to elevate performance of customer

service colleagues. Technology has been optimised to improve

chat, knowledge, and case management. Accordingly, this

target was met.

In consideration of these factors and the overall experience for our customers, the Committee determined that a bonus of5.7%

of the maximum 10% for this element was an appropriate award.

Measure Performance commentary

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 139

Directors’ Remuneration Report continued

Executive Directors’ strategic goals (20% weighting)

Executive Directors’ strategic goals were set by the Committee at the beginning of the financial year, consistent with the

keydeliverables within the annual budget. Targets for strategic goals are considered to be commercially sensitive and are

notdisclosed. However, details of performance achievements that were taken into accountbythe Committee in coming

toitsassessment of this measure are set out below.

Steve Hare, CEO

Steve Hare was set a range of strategic goals linked to the execution of the 2024 budget and long-term strategy plan.

Thesewere:

• Execute in FY24 (40% weighting);

• Create three-year vision and strategy (20% weighting);

• External relations (20% weighting); and

• Make Sage iconic (20% weighting).

Personal strategic objectives

The Committee took into account the following performance against those goals:

Execute in FY24: Progress our scale and growth ambition, ensuring execution

against FY24 budget and financial plan, and organisational Objectives and Key

Results to drive desired outcomes.

Continued progress towards achieving the rule of 40 with sustained double digit

ARRgrowth and increasing margin. Revenue growth broadly in line with market

expectations and operating margin of 22.7%, ahead of market expectations. Sage for

Small Business and Sage for Accountants suite propositions launched in the UK and

Canada, in addition to Sage for Accountants in France. Optimisation work and in-market

experimentation underway. Further significant opportunities exist to grow market

share. The structure of the ELT has been revised to create clarity of accountability and

simplify the commercial flow of the business. On balance, this target was partially met.

Create three-year vision and strategy: Develop a three-year vision and strategy

for Sage that accelerates our ambition and establishes Sage as the Number One

Trusted Network for SMBs.

Successful revision of Sage’s strategic framework for FY25 and beyond. Announced

strategic partnerships with AWS and Sportable, continued to deepen strategic

partnerships with PwC, Microsoft, and Stripe. Establishment of the Routes to

Revenue(RTR) function enabled greater clarity of revenue plans, creating improved

cross-function alignment. A new strategic execution dashboard to measure attainment

of strategic OKRs throughout FY25 has been developed. Overall, the targets were met.

External relations: Lead the increased visibility, profile, and impact of Sage,

via external relations, in our chosen markets.

In the UK, Sage has secured influential cross-party engagement. E-invoicing is a key

policy which the CEO has supported. In the US, the CEO has continued to strengthen

ourrelationships with Georgia-based federal and state level senators. The Pathways

toSuccess training programme has been completed with BOSS and Swoop, training

150Black women founders. Sage has also influenced European Union draft standards

for SMEs to implement CSRD. Standout coverage with target trade media of Sage’s

Transform event during which Sage’s generative AI finance assistant, Sage Copilot,

waslaunched; led to Sage getting 61% share of voice on Artificial Intelligence.

Overallin FY24, Sage secured 43% growth in coverage from the top 20 target media

outlets in each region. Targets were exceeded.

Make Sage iconic: Elevate the Sage Brand and reputation such that it is iconic

in theminds of our stakeholders and the market at large.

eSAT and Glassdoor score maintained at 76 and 4.0, respectively. The CEO personally

spent 47.5 hours with customers and partners in FY24 and undertook 36 hours of society

work across volunteering and ESG/sustainability. In FY24 alone, colleagues raised

USD644,858 for non-profit organisations, bringing the total funds raised over the

lastthreeyears to USD2,466,690, contributing to the longer-term goal to reach

USD5mby2030. The Sage share price hasexperienced some volatility across the

year,mirroring wider market volatility. Overall, the targets were exceeded.

In consideration of these factors and the overall performance of the business, the Committee determined that a bonus

of15.2% of the maximum 20% for this element was an appropriate award.

140 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Jonathan Howell, CFO

Jonathan Howell was set a range of strategic goals linked to the execution of the 2024 budget and long-term strategy plan.

These were:

• Scalable and efficient financial operations (25% weighting);

• Enhance shareholder value (25% weighting);

• Robust financial fundamentals (25% weighting); and

• A diverse team of empowered finance professionals (25% weighting).

Personal strategic objectives

The Committee took into account the following performance against those goals:

Scalable and efficient financial operations: Continue to build a futureproof

andscalable finance structure, championing automation and ensuring

readiness forcorporate reform.

Effective and efficient delivery of year end and half-year reporting processes.

Strongfinance partnership across the business, using data and insights to help

drivecommercial outcomes. Continued focus on driving automation across

FinanceShared Services Centres. Successful launch of the Commercial Finance

PowerBI reporting tool with self-reporting/analytics for all business users.

Goodprogress made on adoption of updates to UK Corporate Governance Code

toensure readiness by FY27. Overall, the targets set were met.

Enhance shareholder value: Maintain a strong and supportive relationship

withshareholders, underpinned by clear communication and guidance.

Consistent, high-quality communication with shareholders delivered throughout

theyear, with accurate refinement of guidance at the interim results. Successfully

implemented simplified external revenue disclosures. Accelerated dividend growth

to6%. Completion of £345m share buyback in April. Strong engagement with investors

and analysts, including at five investor roadshows. These targets were exceeded.

Robust financial fundamentals: Ensure absolute accuracy and maintain strong

financial foundations for growth.

Achieved FY24 operating margin of 22.7%, demonstrating effective cost management.

Balance sheet funding, liquidity, and leverage well managed and in line with Policy.

Achieved strong cash conversion of 123%. Credit rating maintained at BBB+. A high-

quality and effective three-year plan and FY25 Budget process was successfully

undertaken. Overall, the targets were exceeded.

A diverse team of empowered finance professionals: Nurture a high-performance

culture whilst building out a diverse pool of talent from within.

Strong accountability, execution, and leadership across the Finance team and wider

organisation. High-quality internal succession and development opportunities throughout

Finance, including global mobility, training programmes, and early careers. eSAT of 78 is

ahead ofthe Company average. The targets set have been exceeded.

In consideration of these factors and the overall performance of the business, the Committee determined that a bonus of 19%

of the maximum 20% for this element was an appropriate award.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 141

Directors’ Remuneration Report continued

PSP awards

Awards granted under the PSP to Steve Hare and Jonathan Howell in February 2022 vest depending on performance against

four measures, measured over three years, from 1 October 2021 to 30 September 2024:

• 55% Sage Business Cloud penetration (with underpins for ROCE, absolute organic revenue growth, and cloud native penetration).

• 30% relative TSR performance against the FTSE 100 (excluding ﬁnancial services and extracting companies).

• 7.5% ESG—delivering impact in society (3.75% of award determined by number of volunteering hours and 3.75% of award

determined by number of individuals supported).

• 7.5% ESG—ESG strategy impact.

For each measure, three levels of performance are deﬁned below: target, stretch, and exceptional.

Measure

Between threshold (20% vests) and stretch

(80% vests)

Between stretch (80% vests) and exceptional

(100% vests)

Sage Business Cloud Penetration Between 75.0% and 80.0% (with ROCE

of12%, absolute organic revenue growth

>0%, and cloud native penetration of 25%)

Between 80.0% and 85.0% (or above) (with ROCE

of 12%, absolute organic revenue growth >0%,

and cloud native penetration of 25%)

Relative TSR Between median and upper quartile Between upper quartile and upper decile

(orabove)

ESG—delivering impact in society: number of

Sage Foundation ecosystem volunteering hours

Between 400,000 and 500,000

volunteering hours

Between 500,000 and 600,000

volunteeringhours

ESG—delivering impact in society: number of

individuals supported through Sustainability

and Society strategy

Between 22,000 and 27,000

individualssupported

Between 27,000 and 32,000 (or above)

individuals supported

ESG—strategy impact:

1, 2

achieving certified

verification of ESG process effectiveness and

performance impact

Achieving GRI Core and full SASB

alignment (threshold), and achieving

GRIComprehensive and full SASB

alignment (stretch)

Achieving GRI Comprehensive and full

SASBalignment (stretch), and achieving

GRIComprehensive and full SASB alignment,

andtop 10% ranking in at least three ESG

rating schemes (exceptional)

Notes:

1. Global Reporting Initiative (GRI) updated its standards during the performance period on 1 January 2023 from GRI 2016 standard to GRI 2021 standards.

Consequently, at the end of the performance period GRI Core and GRI Comprehensive (part of the GRI 2016 Standards) no longer exist. An assessment has

been undertaken to review the requirements of the GRI 2021 Standards, and the Committee is satisfied that reporting “in accordance with” is no less

materially difficult to achieve than GRI Comprehensive.

2. ESG rating schemes in which Sage participates assess the performance using both ratings and rankings. The Committee is satisfied that, where ratings

are used as opposed to rankings, Sage obtaining the highest possible rating is viewed as a leading position and therefore the equivalent of “top 10% ranking”.

3. Sustainability Accounting Standards Board (SASB).

142 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

The calculated vesting outcome of the award is detailed below.

Measure Achieved Vesting

Sage Business Cloud Penetration 87.7% 55.0%

Relative TSR 82

percentile 26.8%

ESG—delivering impact in society: number of

SageFoundationecosystemvolunteering hours

455,560 2.0%

ESG—delivering impact in society: number of individuals

supportedthroughSustainability and Society strategy

71,181 3.8%

ESG—strategy impact: achieving certified verification

ofESGprocesseffectiveness and performance impact

GRI “in accordance with” achieved and

fullalignment with SASB achieved

Top 10% ranking in three ratingschemes:

Morgan Stanley Capital

International (MSCI): rating AAA

Carbon Disclosure Project (CDP):

ratingLeadership (A-)

EcoVadis: rating Gold (top 5%)

7.5%

Total 95.1%

Notes:

1. An Agreed Upon Procedure (AUP) on the Sage Foundation hours has been carried out by a third party.

2. An AUP on the individuals supported has been carried out by a third party.

3. A third party has undertaken a review of alignment with GRI 2021 Standards and Bureau Veritas conducted an external review of Sage’s 2024 SASBindex

table to be included in the Sage ESG Databook 2024 and concluded that this disclosure is in alignment with the “SASB standard for Software & IT services

Industry and its Application Guidance”. ESG ratings and rankings are provided by a third party (the rating scheme providers), therefore no additional

assurance is required to confirm the ratings.

Over the performance period, the ROCE was 21.3% (compared with the underpin of 12%), absolute organic revenue growth was

28.0% (compared with the underpin of positive growth), and cloud native penetration was 34.1% (compared with the underpin

of 25%), meaning that theunderpin conditions wereachieved.

The Committee determined, after careful consideration of business performance and the interests of Sage’s stakeholders

such as shareholders, customers, and colleagues, that the calculated outcome was appropriate. Consequently, 95.1% of

thetotal award will vest.

The Committee noted that it had satisfied itself at the time of grant that there was no issue of windfall gains in respect of

thisaward. This conclusion had been reached following analysis of the number of share granted in previous awards to the

CEO.Consequently, the Committee was satisfied that no further adjustment was required in this respect at the time of vesting.

Awards are scheduled to vest on 2 December 2024, and for both Executive Directors will be subject to a two-year holding

period and released on 2 December 2026.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 143

Underlying EPS

50%

of award

TSR

30%

of award

ESG

20%

of award

Protect

the Planet

7.5%

of award

Tech for

Good

of award

Diversity, equity,

andinclusion

7.5%

of award

Directors’ Remuneration Report continued

Yes No

Underpins met:

ROCE of 12.0%

perannum

TSR percentile

ranking:

Below median = 0%

ofaward vests

Median = 6% of

awardvests

Upper quartile = 24%

of award vests

Upper decile = 30%

ofaward vests

Reduction in Scope

1, 2, and 3 carbon

emissions:*

Below 8.1% = 0%

ofaward vests

8.1% = 1.5% of

award vests

16.2% = 6% of

award vests

24.3% = 7.5%

of awardvests

* Reduction between

FY23 and FY26.

EPS in FY26:

Less than 37.0p = 0%

of award vests

37.0p = 10%

ofaward vests

43.0p = 40%

ofaward vests

46.0p = 50%

ofaward vests

This portion of

theaward does

notvest

Access to carbon

accounting

functionality

viaSage suites:*

Enabling access to

carbon accounting

functionality via

Sage for Small

Business suite = 1%

of award vests

Enabling access to

carbon accounting

functionality via Sage

for Small Business

suite and Sage for

Accountants suite =

4%of award vests

Enabling access to

carbon accounting

functionality via

Sage for Small

Business suite, Sage

for Accountants suite

and Sage for Medium

Business suite = 5%

ofaward vests

* Performance

assessed at the

endof FY26.

% of ethnically diverse

colleagues in senior

leadership teams

(3.75% of award):*

Below 13.0% = 0%

ofaward vests

13.0% = 0.75%

ofawardvests

16.5% = 3%

of award vests

20.0% = 3.75%

ofaward vests

* Assessed at the

endof FY26.

Percentage of

leadership teams

in the top four levels

ofSage meeting

our global gender

diversity target

(3.75% of award):

(namely comprising

nomore than 60% of

anyone gender):*

Below 50% = 0%

ofaward vests

50% = 0.75%

ofawardvests

65% = 3%

ofawardvests

80% = 3.75%

ofawardvests

* Assessed at the

endofFY26.

1. Context for the PSP measures selected for FY24 was provided on page 156 of the 2023 Annual Report and Accounts.

PSP awards granted in FY24 (audited information)

Awards were granted under the PSP on 1 February 2024 for the CEO and 4 December 2023 for the CFO at a market value of

£11.490 per share in the form of conditional share awards. In alignment with our business strategy for FY24, performance

conditions forawards granted in FY24 are:

144 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Vesting is on a straight-line basis between the points. The following key areas are highlighted in relation to the performance measures:

• 50% of the awards being determined by EPS aligns with our growth strategy.

• Continued focus on overall Group growth and delivery of shareholder value is achieved by:

• Requiring the achievement of a ROCE underpin of 12.0% p.a. The Committee will exclude from the ROCE calculation, where

appropriate, any write down that arises from an asset that was acquired prior to the appointment of the current Executive Directors.

• 20% of the awards being determined by an ESG basket of measures aligns to our Sustainability and Society strategy.

• 30% of the awards being determined by relative TSR performance provides shareholder alignment.

Awards will vest, subject to satisfaction of those performance conditions, in December 2026. A holding period for the PSPs will

apply for two years from the vesting date. No further performance conditions attach to the awards during the holding period.

Type of award

Maximum number

of shares

Face value

(£)

Face value (% of

salary)

Threshold vesting

(% of award) End of performance period

Steve Hare Performance

241,514 2,775,000 300% 20% 30 September 2026

Jonathan Howell Performance

118,668 1,363,500 225% 20% 30 September 2026

Note:

1. The face value of the PSP awards has been calculated using the market value (middle market quotation) of a Sage share on 1 December 2023 (the trading day

prior to the grant for all eligible colleagues) of £11.490.

Change in remuneration of Directors compared with colleagues

The table below shows the annual percentage change in total remuneration of Directors with colleagues employed by

TheSage Group plc. who are not also Directors of the Group.

% change 2023/2024 % change 2022/2023 % change 2021/2022 % change 2020/2021 % change 2019/2020

Salary/

fees

Taxable

benefits

Annual

incentive

Salary/

fees

Taxable

benefits

Annual

incentive

Salary/

fees

Taxable

benefits

Annual

incentive

Salary/

fees

Taxable

benefits

Annual

incentive

Salary/

fees

Taxable

benefits

Annual

incentive

Executive Directors

S Hare 8.5% (33.7)% (10.9)% 3.8% 48.3% (19.7%) 2.3% 3.8% 49.5% 0.5% (65%) 229% 2% 14% (80%)

J Howell 4.8% (11.8)% (9.5)% 3.3% 7.7 % (19.4%) 1.4% 36.3% 47.4 % 0.5% (6%) 223% 25% 37% (75%)

Non-executive Directors

A Duff

3.8% –% –% –% –% –% 1,500% – – – – – – – –

S Anand

3.8% 33.3% –% 10.5% 200.0% –% 5.6% – – 140% – – – – –

J Bates 3.8% –% –% 10.5% –% –% 5.6% – – 0% – – 197% – –

J Bewes 7.1% –% –% 10.7% –% –% 5.6% – – 0% – – 100% – –

M Chan Jones

24.5% 51.5% –% –% –% –% – – – – – – – – –

A Court

9.7% –% –% 10.7% –% –% 5.6% – – 0% – – 100% – –

R Donnelly

80.2% –% –% –% –% –% – – – – – – – – –

D Hall

(75.0)% –% –% 8.3% –% –% 4.3% – – 0% – – (6%) – –

D Harding

3.8% –% –% 10.5% –% –% 82.1% – – – – – – – –

Colleagues of

the Company 7.1% 3.9% 3.7% 4.1% 2.4% 24.4% 4.2% 13.8% (8.7%) 5% 29% 6% 9% 37% (10%)

Notes:

• The change in fees for the Non-executive Directors is reflective of their start dates.

• The change in the Non-executive Directors’ fees for 2021/2022 and 2022/2023 is due to the increase in the basic Non-executive Director fee, the Audit and

Risk Committee Chair additional fee, and the Remuneration Committee Chair additional fee that took effect from 1 June 2022. Further information can be

found on page 176 of the 2022 Annual Report and Accounts.

• The change in the Non-executive Directors’ fees for 2023/2024 is due to the increase in the basic Non-executive Director fee, the Audit and Risk Committee

Chair additional fee, the Remuneration Committee Chair additional fee, and the Chair of the Board’s fee that took effect from 1 January 2024. Further

information can be found on page158 of the 2023 Annual Report and Accounts.

1. Average colleague pay is based on the dataset used for the CEO pay ratio as set out immediately following this section. It excludes colleagues that joined

within the reporting period, as the dataset for the Company is so small that to leave them in provides a skewed result, making meaningful judgements

difficult. The salary, taxable benefits, and annual incentive are the respective median values in the dataset and may relate to different incumbents.

Salaries and fees for Directors for 2024 are as set out on page 137 of this Report.

2. Steve Hare’s and Jonathan Howell’s taxable benefits for 2024 are as set out on page 137 of this Report. Taxable benefits forcolleagues employed by

TheSage Group plc. are based on the dataset used for the CEO pay ratio as set out immediately following this section.

3. The annual incentive values for Steve Hare and Jonathan Howell for 2024 are as set out on page 137 of this Report. Annual incentives for colleagues

employed by The Sage Group plc. are inclusive of bonus and commission and are based on the dataset used for the CEO pay ratio as set out immediately

following this section. Non-executive Directors are not eligible for annual incentives.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 145

Directors’ Remuneration Report continued

4. Andrew Duff was appointed as a Non-executive Director on 1 May 2021 and accordingly no comparison prior to 2021/2022 can be drawn. The significant

change in his fee for 2021/2022 is due to his fee being pro-rated in 2021 to his start date of 1 May 2021 and his change in role from Non-executive Director

toChair of the Sage Board with effect from 1 October 2021.

5. The significant change in Sangeeta Anand and Maggie Chan Jones’s taxable benefits reflects the travel allowance they both received for attending four

Board meetings during FY24 as set out on page 137 of this Report. Maggie Chan Jones additionally received tax support assistance in FY24, as disclosed on

page 137 of this Report.

6. Maggie Chan Jones was appointed as a Non-executive Director on 1 December 2022 and accordingly no comparison to prior years can be drawn.

7. Annette Court was appointed Senior Independent Director on 1 January 2024 and stepped down as Chair of the Remuneration Committee on 30 April 2024,

resulting in a change of fees for 2023/2024.

8. Roisin Donnelly was appointed as a Non-executive Director on 3 February 2023 and accordingly no comparison to prior years can be drawn. The change

inher fee for 2023/2024 is due to her fee being pro-rated in 2023 to her start date of 3 February 2023 and her appointment as Chair of the Remuneration

Committee on 1 May 2024.

9. Drummond Hall retired on 31 December 2023.

10. Derek Harding was appointed as a Non-executive Director on 2 March 2021 and accordingly no comparison prior to 2021/2022 can be drawn. The significant

change in his fee for 2021/2022 is due to his fee being pro-rated in 2021 to his start date of 2 March 2021.

Ratio of the pay of the CEO to that of the UK lower quartile, median, and upper quartilecolleagues

The table below shows the ratio of the pay of the CEO to that of the UK lower quartile, median, and upper quartile colleagues

in2024, consistent with the Companies (Miscellaneous Reporting) Regulations 2018. As outlined in the Remuneration

Committee Chair’s letter, the treatment of colleagues has provided important context for the Committee’s decisions

onexecutive remuneration in 2024 and the Committee is consequently satisfied that the median pay ratio for 2024

isconsistent with the pay and progression policies for Sage’s UK employees as a whole.

Year Method

Pay ratio Remuneration values

25th percentile

(lower quartile)

50th percentile

(median)

75th percentile

(upper quartile)

Y25 (25th

percentile)

Y50 (50th

percentile)

Y75 (75th

percentile)

2024 A 108 : 1 73 : 1 48 : 1 Total remuneration £42,631 £63,037 £95,481

Salary only £33,201 £51,500 £76,347

2023 A 101 : 1 68 : 1 46 : 1 Total remuneration £39,536 £58,417 £87,553

Salary only £32,073 £47,669 £57,887

2022 A 65 : 1 43 : 1 29 : 1 Total remuneration £38,056 £57,421 £85,380

Salary only £32,122 £41,945 £48,854

2021 A 70 : 1 46 : 1 31 : 1 Total remuneration £34,807 £53,304 £79,739

Salary only £29,700 £42,103 £79,091

2020 A 55 : 1 36 : 1 23 : 1 Total remuneration £29,865 £45,942 £71,524

Salary only £27,955 £36,116 £56,983

2019 A 95 : 1 62 : 1 38 : 1 Total remuneration £26,463 £40,385 £66,095

Salary only £20,281 £34,184 £51,087

The year-on-year change in the pay ratio is largely driven by variation in business performance-related pay outcomes, such

asthe PSP and annual bonus. As the CEO has a larger proportion of his total remuneration linked to business performance

than other colleagues based in the UK, the ratio has increased compared with last year due to a higher performance outcome

for the FY22 PSP vesting on 2 December 2024, as set out on page 143 of this Report, compared with theFY21 PSP which vested

on 2 December 2023 and is included in the 2023 ratio. There has also been significant share price appreciation since the grant

ofthe FY22 award as detailed on page 137 of this Report. Combined, these two factors diminish the impact of a lower bonus

outcome this year and result in a higher value used for the CEO’s remuneration.

Notes:

• Under method A, colleague data is based on full-time equivalent pay for UK colleagues as at 30 September 2024. Pay for each colleague is calculated in

accordance with the single figure for remuneration. All components of remuneration except long-term incentives are presented on a full-time equivalent

basis by dividing sums by the average working hours divided by full-time equivalent hours for the portion of the year worked. Colleagues who worked no

hours during the year are excluded from the dataset.

• Method A has been selected as the basis of the disclosure as it is the best reflection of the underlying colleague data required by the Companies

(Miscellaneous Reporting) Regulations 2018.

• Certain benefits have been omitted from the remuneration of colleagues except the CEO. These principally comprise sums paid by way of expenses

allowance chargeable to UK income tax and not paid through the payroll. Such expenses are typically irregular and generally immaterial to remuneration

and are excluded to enable more meaningful comparison of the ratio of underlying colleague remuneration over time.

• The CEO’s pay is based on the single figure for remuneration set out on page 137 of this Report. Because a large portion of the CEO’s pay is variable,

thepayratio is heavily dependent on the outcomes of variable pay plans and, in the case of long-term share-based awards, share price movements.

Furtherinformation on these outcomes for the CEO in FY24 is set out on pages 138 to 143 of this Report.

146 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Historical executive pay and Company performance

The table below summarises the Chief Executive Officer’s single ﬁgure for total remuneration, annual bonus payout, and PSP

vesting as a percentage of maximum opportunity for the current year and previous nine years.

CEO 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

CEO single ﬁgure for

remuneration (in £’000)

Steve Hare

– – – 98 2,495 1,557 2,507 2,524 4,358 4,587

Stephen Kelly

1,521 1,723 3,547 1,690 – – – – –

Guy Berruyer

108 – – – – – – – –

Annual bonus payout

(as % maximum

opportunity)

Steve Hare – – – 0%⁴ 94% 18% 60% 88% 68% 56%

Stephen Kelly 67% 69% 19% 0% – – –

Guy Berruyer 0% – – – – – – – –

PSP vesting (as % of

maximum opportunity)

Steve Hare – – – 29% 15% 27% 34% 20% 73% 95%

Stephen Kelly – – 66% 29% – – – – –

Guy Berruyer 64% – – – – – – – –

Notes:

1. Steve Hare was appointed Interim COO and CFO on 31 August 2018. Whilst Steve Hare’s job title at 30 September 2018 was Interim COO and CFO, not CEO,

heisregarded as being the equivalent of CEO for the purposes of the disclosure.

2. Stephen Kelly stepped down from the position of CEO on 31 August 2018.

3. Guy Berruyer stepped down from the position of CEO on 5 November 2014.

4. Steve Hare waived his entitlement to a bonus in respect of 2018.

Historical Group performance against FTSE 100

The graph below shows the TSR of the Group and the FTSE 100 over the last 10 years. The FTSE 100 Index is the index against

which the TSR of the Group should be measured because of the comparable size of the companies which comprise that index.

Value (£)

30-Sep-14

Sage

FTSE 100 Index

30-Sep-15 30-Sep-16 30-Sep-17 30-Sep-18 30-Sep-19 30-Sep-20 30-Sep-21 30-Sep-22 30-Sep-23

30-Sep-24

100

150

200

250

300

350

400

Note:

• This graph shows the value, by 30 September 2024, of £100 invested in The Sage Group plc. on 30 September 2014 compared with the value of £100 invested

in the FTSE 100 Index. The other points plotted are the values at intervening ﬁnancial year ends.

Payments to past Directors (audited information)

No payments were made to past Directors during FY24.

Payments for loss of office (audited information)

No payments were made for loss of office during FY24.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 147

Directors’ Remuneration Report continued

Relative importance of spend on pay

The charts below show the all-employee pay cost (as stated in the notes to the Group financial statements), proﬁt before

tax(PBT), and returns to shareholders by way of dividends and share buybacks for 2023 and 2024.

The information shown in this chart is based on the following:

• Underlying PBT (underlying as reported)—Underlying proﬁt before income tax taken from note 3.6 on page 199.

UnderlyingPBT has been chosen as a measure of our operational profitability.

• Returns to shareholders—Total dividends taken from note 14.4 on page 245; value of shares purchased during the year

takenfrom consolidated statement of changes in equity on pages 178 and 179.

• Total colleague pay—Total staff costs from note 3.3 on page 195, including wages and salaries, social security costs,

pension, and share-based payments.

Underlying PBT

(Underlying as

reportedin £m)

+£78m

FY23 424

FY24 502

Total colleague pay

(£m)

-£8m

FY23 1,120

FY24 1,112

Dividends paid to

shareholders (£m)

Total dividends

Value of shares

purchased during

theyear

+£9m +£405m

FY23 190

FY24 199

FY23 1

FY24 406

Statement of implementation of Remuneration Policy in the following

ﬁnancial year

This section provides an overview of how the Committee is proposing to implement the Policy in FY25, pending

shareholder approval at the 2025 AGM.

Base salary

An annual salary review was carried out by the Committee as part of the Policy review process, as outlined on pages 117

to123 of this Report. Following that review, theCommittee approved the following:

Salary 1 January 2025 Salary 1 January 2024 Salary 1 January 2023 Salary 1 January 2022 Salary 1 January 2021

Steve Hare £1,063,750

(15.0% increase)

£925,000

(9.9% increase)

£841,500

(4% increase)

£809,000

(3% increase)

£785,000

(no increase)

Jonathan Howell £684,780

(13.0% increase)

£606,000

(5%increase)

£577,000

(4%increase)

£555,000

(1.8% increase)

£545,000

(1.9% increase)

The equivalent average increase for colleagues eligible for an annual pay award is 4% (in respect of colleagues based

inthe UK).

148 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Pension and beneﬁts

The CEO and the CFO will continue to receive a pension provision worth 10% of salary, as a contribution to a deﬁned

contribution plan and/or as a cash allowance. The pension for the wider workforce is 10% of salary. Executive Directors

will also receive a standard package of other beneﬁts and, where deemed necessary, the costs of travel, accommodation,

and subsistence for the Directors and their partners on Sage-related business, consistent with that in FY24.

Annual bonus

Key features of the Executive Directors’ annual bonus plan for FY25, pending shareholder approval of the 2025 Policy

atthe 2025 AGM are as follows:

• The maximum annual bonus potential is 175% of salary.

• One third of any bonus earned will be deferred into shares for three years under the Deferred Bonus Plan, unless a

Director is compliant with their enhanced shareholding guideline. If already compliant, the deferral requirement

willbe reduced to 15% of the bonus earned.

• Annual bonuses awarded in respect of performance in FY25 will be subject to potential withholding (malus) or recovery

(clawback) if speciﬁed trigger events occur within three years of the payment/award of the annual bonus. Trigger events

will include a material misstatement of the audited results, error in calculation of the bonus payout, serious reputational

damage, or signiﬁcant ﬁnancial loss as a result of an individual’s conduct or gross misconduct which could have warranted

an individual’s summary dismissal.

The annual bonus for FY25 for Executive Directors will be determined as detailed below:

As a percentage of maximum bonus opportunity:

Measure

Total revenue growth

70%

Customer-related measure inclusive of Net Promoter Score 10%

Strategic goals 20%

Notes:

1. Executives’ incentives for FY25 will be measured on an underlying basis. This will apply to the total revenue growth and the UOP margin underpin in

the annual bonus. The Remuneration Committee will review on a case-by-case basis the impact on underlying measures of significant acquisitions

and disposals and judge whether to adjust incentive targets or outcomes.

2. Payout is dependent upon the satisfaction of the underpin condition of UOP margin.

The selection of measures and targets takes into account the Company’s strategic priorities, its internal budgeting, and,

where relevant, analyst forecasts. The revenue growth measure is based on the definition of underlying measures set out

on page 261. Strategic goals will include diversity, equity, and inclusion metrics. Targets are not disclosed because they

are considered by the Board to be commercially sensitive. Many of the Company’s competitors are unlisted companies and

not required to disclose their targets; the Company’s disclosure could provide its competitors with a considerable

advantage. It is intended for retrospective disclosure to be made in next year’s Report.

When determining incentive outcomes, the Remuneration Committee will examine factors including the broader context

in which performance was delivered. This would include: balanced growth, a high-quality revenue mix, and strategically-

aligned M&A, as components of the shareholder experience. The Committee has discretion to decide whether and to what

extent the performance conditions have been met, and in appropriate circumstances to override the formulaic outcome.

Performance share awards

The Committee reviews award sizes annually, taking into account factors such as underlying business performance,

individual performance, and share price movement.

FY25 performance share awards will be granted over shares worth 400% of salary for the CEO and 300% of salary for

theCFO (based onsalaries effective 1 January 2025 as set out on page 148), pending shareholder approval of the 2025

Policy at the 2025AGM.

Vesting of these awards will be subject to satisfaction of the performance conditions detailed on page 150, measured

over the three ﬁnancial years to 30 September 2027.

The Committee is satisfied that all the targets represent a degree of challenge proportionate to the potential rewards

that may be realised for their achievement in light of all relevant factors, including the current business plan, historical

performance, and analysts’ forecasts.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 149

Directors’ Remuneration Report continued

Underlying EPS (60% of award)

EPS in FY27 % of award vesting

Below threshold Below 47.5p 0%

Threshold 47. 5p 12%

Exceptional 58.0p 60%

Notes:

1. EPS is measured as the amount of post-tax profit attributable to each ordinary share on an underlying basis.

2. Vesting of this portion of the PSP award is subject to the achievement of 12.0% p.a. ROCE underpin to be met. ROCE is defined on page 262. ROCE

willbe measured on an underlying basis. The Committee will review on a case-by-case basis the impact on underlying measures of significant

acquisitions and disposals, and judge whether to adjust incentive targets or outcomes. The impact of share buybacks will be included.

Relative TSR performance condition (30% of award)

TSR ranking % of award vesting

Below threshold Below median 0%

Threshold Median 6%

Stretch Upper quartile 24%

Exceptional Upper decile 30%

Notes:

• TSR performance comprises share price growth and dividends paid. Vesting is on a straight-line basis between the points.

• Sage’s TSR performance will be measured relative to the TSR of the constituents of the FTSE 100, excluding ﬁnancial services and extracting companies.

ESG—Protect the Planet (5% of award)

Delivering on our climate change commitment, this metric addresses reduction in Scope 1, 2, and 3 carbon emissions:

% reduction in carbon emissions¹ % of award vesting

Below threshold Below 8.6% 0%

Threshold 8.6% 1%

Stretch 17.2% 4%

Exceptional 25.8% 5%

Notes:

1. Targets are for emissions reduction between FY24 and FY27, aligning to our commitment to achieve 50% reduction in emissions by 2030 (from a 2019

baseline) and our Net Zero goal by 2040.

Outturns will be independently verified.

Vesting is on a straight-line basis between the points.

ESG—Tech for Good (5% of award)

Enabling customers on their net zero journey through access to carbon accounting functionality via Sage suites.

Enhanced access to carbon accounting functionality through Sage Active suites in FY27

% of award vesting

Below threshold No Sage Active suites 0%

Threshold Sage for Sage Active suite in France 1%

Stretch Sage for Sage Active suite in France, Spain, and Germany 4%

Exceptional Sage for Sage Active suite in France, Spain, and Germany, and Sage

Distribution and Manufacturing Operations (SDMO) suite

Note:

1. At the beginning of FY25, Sage had no carbon accounting functionality integrated into Sage Active suites. Performance will be assessed at the

endofFY27 when the Committee will determine how many Sage Active suites enable access to carbon accounting functionality.

Performance share awards granted in FY25 will be subject to potential withholding (malus) or recovery (clawback) if

specified trigger events occur prior to the third anniversary of the release date of an award. Trigger events in respect

ofPSAs will comprise a material misstatement of the audited results, an error in calculation of the extent of thePSA

vesting, serious reputational damage, or significant financial loss as a result of an individual’s conduct or gross

misconduct which could have warranted an individual’s summary dismissal, or a material failure of risk management.

150 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Non-executive Director remuneration

Non-executive fees, except for the fee for the Chair, are determined by the executive members of the Board plus the Chair.

Thefee for the Chair of the Board is determined by the Committee. Consistent with the Investment Association’s Principles of

Remuneration, fees are regularly reviewed to ensure they fairly reflect the time commitment and complexity of different roles.

As Sage continues to scale, there has been a material increase in the responsibilities and time commitment for the Chair

andother Non-executive Directors. This has been particularly marked in relation to Committee meetings where Committee

members are often required to devote significant additional time in preparation and additional work. In consideration of

these factors and relevant market data, a number of adjustments have been made to the FY25 fee structure (set out in the

tablebelow), so that it more appropriately reflects the enhanced workload and responsibilities of the Chair and other Non-

executive Directors.

Fees effective from

1 January 2025

Fees effective prior to

1 January 2025

Chair of the Board all-inclusive fee £465,000 £420,000

Basic Non-executive Director fee £80,000 £73,500

Senior Independent Director additional fee £25,000 £17,000

Audit and Risk Committee Chair additional fee £25,000 £25,000

Remuneration Committee Chair additional fee £25,000 £25,000

Audit and Risk Committee membership fee £10,000 –

Remuneration Committee membership fee £10,000 –

Nomination Committee membership fee £5,000 –

Directors’ shareholdings and share interests (audited information)

Pending approval of the 2025 Policy at the AGM, the shareholding guideline for the CEO will increase to 500% of salary and

forthe CFO will increase to 350% of salary. Executive Directors are expected to build up the required shareholding within

afive-year period of the Executive Director becoming subject to the guideline. As at 30 September 2024, Steve Hare held

shares worth 848% of salary and Jonathan Howell held shares worth 634% of salary. Values include unvested deferred shares

net of tax at theestimated marginal withholding rates and any shares held bythe Executive Directors’ connected persons.

Thevalues for an Executive Director are derived from interests in shares valued using the average market price of a share

inthethree months to30 September 2024 (the last trading day of the financial year), which was £10.323, and the Executive

Director’s basic salary over the same period.

Executive Directors are required to hold Sage shares fora two-year period after stepping down from that position. This

post-employment shareholding guideline is aligned to theInvestment Association guidance, such that Executive Directors

are required to remain compliant with 100% of their “in-employment” shareholding guideline for two years after stepping

down asaDirector. The Executive Director’s actual shareholding will include any shares acquired through the vesting or

release ofshares from share incentive plans (net of tax, where applicable) after the date the Policy was adopted and unvested

shares granted under the Deferred Bonus Plan (net of tax), but excludes shares acquired through purchase and the release of

shares under share incentive plans where the release occurred prior to the Committee’s adoption of the Policy. Additionally,

PSP shares vesting after cessation are subject to atwo-year holding period at vesting.

On cessation as an Executive Director, the Committee may subject any relevant portion of an unvested share award preserved

for “good leaver” reasons to the fulfilment of the post-cessation shareholding requirement as a condition of vesting.

Furthermore, for awards granted to an Executive Director on or after 1 October 2019, the Committee may as a condition of

grant require an Executive Director to have a relevant portion of a released share award be released into a nominee account

tobe held on their behalf until such time as the post-cessation shareholding requirement expires.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 151

Directors’ Remuneration Report continued

Interests in shares

The interests as at 30 September 2024 of each person who was a Director of the Company during the year (together with

interests held by his or her connected persons) were:

Director

Ordinary shares at

30 September 2024

Ordinary shares at

30 September 2023

S Anand 1,000 –

J Bates

16,735 16,735

J Bewes 10,000 10,000

M Chan Jones 10,000 10,000

A Court 7,300 6,350

R Donnelly

10,000 10,000

D Hall

10,000 10,000

S Hare

558,291 488,580

J Howell 231,885 189,416

D Harding

10,000 10,000

A Duff 13,150 13,150

Total 878,361 764,231

Notes:

1. Jillian Marie Bates is a person closely associated with Dr Bates. The total for 30 September 2024 includes 16,735 shares held by Jillian Marie Bates.

2. Roisin Donnelly was appointed as a Non-executive Director on 3 February 2023.

3. This is the balance at 31 December 2023 on the date Drummond Hall retired.

4. Lucinda Cowley is a person closely associated with Mr Hare. The total for 30 September 2024 includes 30,000 shares held by Lucinda Cowley.

5. Fiona Harding is a person closely associated with Mr Harding. The total for 30 September 2024 includes 10,000 shares held by Fiona Harding.

There have been no changes in the Directors’ holdings in the share capital of the Company, as set out in the table above,

between 30 September 2024 and the date of this Report.

Details of the Executive Directors’ interests in outstanding share awards under the PSP, Deferred Bonus Plan, and all-employee

share option plans are set out below.

All-employee share options (audited information)

All Executive Directors are eligible to join the all-employee share plan, the Sage Save and Share Plan, on the same terms

asalleligible colleagues based in their respective local jurisdiction. See note 14.2 to the Group Financial statements

onpages 237 to 243 for more detail of this plan. In the year under review, Steve Hare participated in this scheme.

Theoutstanding all-employee share options granted to each Director of the Company are as follows:

Director

Exercise price

per share

Shares under

option at

1 October 2023

number

Granted

during the year

number

Exercised

during the year

number

Lapsed

during the year

number

Shares under

option at

30 September 2024

number Date exercisable

S Hare

690p 2,608 – – – 2,608

1 August 2026-31

January 2027

Total 2,608 – – – 2,608

Notes:

• Steve Hare participated in the 2023 Save and Share Plan. Under the UK Save and Share Plan rules, the scheme has a three-year saving period. No performance

conditions apply to options granted under this plan. For the 2023 UK Save and Share grant, the exercise price was set at £6.90, a 20% discount on the

average share price on 18 May 2023, 19 May 2023, and 22 May 2023 of £8.614.

• Jonathan Howell did not participate in the 2023 Save and Share Plan. Neither Steve Hare or Jonathan Howell participated in the 2024 Save and Share Plan.

• The market price of a share of the Company at 30 September 2024 (the last trading day of the financial year) was £10.245 (mid-market average) and the

lowest and highest market prices during the year were £9.508 and £12.820 respectively.

152 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Performance Share Plan (audited information)

The outstanding awards granted to each Executive Director of the Company under the PSP are as follows:

Director Grant date

Under award

1 October 2023

number

Awarded during

the year

number

Vested during

the year

number

Lapsed during

the year

number

Under award

30 September 2024

number Vesting date

S Hare 1 February 2024 – 241,514 – – 241,514 4 December 2026

2 December 2022 259,210 – – 259,210 2 December 2025

4 February 2022 258,169 – – – 258,169 2 December 2024

2 December 2020 267,006 – (195,181) (71,825) – 2 December 2023

784,385 241,514 (195,181) (71,825) 758,893

J Howell 4 December 2023 – 118,668 – – 118,668 4 December 2026

2 December 2022 159,961 – – – 159,961 2 December 2025

4 February 2022 141,690 – – – 141,690 2 December 2024

2 December 2020 185,374 – (135,508) (49,866) – 2 December 2023

487,025 118,668 (135,508) (49,866) 420,319

Total 1,271,410 360,182 (330,689) (121,691) 1,179,212

Notes:

• No variations were made in the terms of the awards in the year.

• PSP awards for 2024 were granted to Executive Directors on 1 February 2024 for the CEO and 4 December 2023 for the CFO. The market price of the award

was£11.490.

• The performance conditions for awards granted in December 2020, February 2022, and December 2022 are set out in the respective Reports for the year

ofgrant and for awards granted in December 2023 and February 2024 on page 144.

• The performance conditions for Steve Hare’s and Jonathan Howell’s awards that vested during 2024 are set out on page 149 of the 2023 Report.

• Awards for Steve Hare granted in December 2017 and after are subject to a holding period of two years on vesting. Awards for Jonathan Howell vesting

in2020 and after are subject to a holding period of two years on vesting.

• All PSP awards were granted as conditional awards.

Deferred shares (audited information)

The outstanding awards granted to each Executive Director of the Company under The Sage Group Deferred Bonus Plan are

asfollows:

Director Grant date

Under award

1 October 2023

number

Awarded during

the year

number

Vested during

the year

number

Lapsed during

the year

number

Under award

30 September 2024

number Vesting date

S Hare 4 December 2023 – 28,815 – – 28,815 4 December 2026

2 December 2022 50,785 – – – 50,785 2 December 2025

2 December 2021 35,188 – – – 35,188 2 December 2024

2 December 2020 14,260 – (14,260) – – 2 December 2023

100,233 28,815 (14,260) – 114,788

J Howell 4 December 2023 – 20,050 – – 20,050 4 December 2026

2 December 2022 35,221 – – – 35,221 2 December 2025

2 December 2021 24,754 – – – 24,754 2 December 2024

2 December 2020 10,225 – (10,225) – – 2 December 2023

70,200 20,050 (10,225) – 80,025

Total 170,433 48,865 (24,485) – 194,813

Notes:

• Awards are not subject to further performance conditions once granted. The market price of a share on 1 December 2023, the trading day prior to the date of

the awards made in the year ended 30 September 2024, was £11.490.

• No variations were made in the terms of the awards in the year.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 153

Directors’ Remuneration Report continued

There are limits on the number of newly issued and treasury shares that can be used to satisfy awards under the Group’s share

schemes in any 10-year period. The limits and the Group’s current position against those limits as at 30 September 2024 (the

last practicable date prior to publication of this Report) are set out below:

Limit Current position

5% of Group’s share capital can be used for discretionary share schemes 4.45%

10% of Group’s share capital can be used for all share schemes 5.48%

The current position consists of shares released during the period plus committed shares inclusive of dividend equivalents

accrued, with the total adjusted for forfeitures and, where applicable, performance expectations. The Company has previously

satisﬁed all awards through the market purchase of shares or transfer of treasury shares and will continue to consider the

most appropriate approach, based on the relevant factors at the time.

External appointments

Executive Directors are permitted, where appropriate and with Board approval, to take non-executive directorships with

otherorganisations in order to broaden their knowledge and experience in other markets and countries. Fees received by

theDirectors in their capacity as directors of these companies are retained, reﬂecting the personal responsibility they

undertake in these roles. The Board recognises the signiﬁcant demands that are made on Executive and Non-executive

Directors and has therefore adopted a policy that no Executive Director should hold more than one directorship of other

listedcompanies. Except in exceptional circumstances, where approved in advance by the Chair of the Committee, if

anExecutive Director holds non-executive positions at more than one listed company then only the fees from one such

company will be retained by the Director. Jonathan Howell was appointed as independent non-executive director to the

boardof Experian plc with effect from1 May 2021 and as such receives an annual fee of €174,750. He was subsequently

appointed as audit committee chair witheffect from 1 July 2022 and receives an annual fee of €52,750 accordingly.

Fortheyear ended 31 March 2024, he received €235,000, as reported on page 154 of the Experian Annual Report 2024.

Thisisthe only appointment of this natureheholds. Steve Hare does not currently hold any appointments of this nature.

No formal limit on other board appointments applies to Non-executive Directors under the Policy, but prior approval

(not to be unreasonably withheld) from the Board is required in the case of any new appointment.

Unexpired term of contract table

Director Date of contract

Unexpired term of contract on

30 September 2024, or on

date of contract if later Notice period under contract

Executive Directors

S Hare 3 January 2014 12 months 12 months from the Company and/or individual

J Howell 10 December 2018 12 months 12 months from the Company and/or individual

Non-executive Directors

S Anand 1 May 2023 1 year 7 months 1 month from the Company and/or individual

J Bates 31 May 2022 8 months 1 month from the Company and/or individual

J Bewes 1 April 2022 6 months 1 month from the Company and/or individual

M Chan Jones 1 December 2022 1 year 2 months 1 month from the Company and/or individual

A Court 1 April 2022 6 months 1 month from the Company and/or individual

R Donnelly 3 February 2023 1 year 4 months 1 month from the Company and/or individual

D Harding 2 March 2024 2 years 5 months 1 month from the Company and/or individual

A Duff 1 May 2024 2 years 7 months 6 months from the Company and/or individual

154 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Consideration by the Directors of matters relating to Directors’ remuneration

The following Directors were members of the Committee when matters relating to the Directors’ remuneration for the year

were being considered:

• Annette Court (Chair to 30 April 2024)

• Drummond Hall (Member until 31 December 2023)

• Dr John Bates

• Roisin Donnelly (Chair from 1 May 2024)

The Committee received assistance from Amanda Cusdin (Chief People Officer), Tara Gonzalez (Executive Vice President,

RewardandRecognition), Vicki Bradin (General Counsel and Company Secretary), and other members of management (including the

CEO andCFO), who may attend meetings by invitation, except when matters relating to their own remuneration are being discussed.

External advisors

The Committee continues to receive advice from Deloitte LLP, an independent ﬁrm of remuneration consultants appointed

bythe Committee after consultation with the Board. During the year, Deloitte’s executive compensation advisory practice

advised the Committee on developments in market practice, corporate governance, institutional investor views, the

development of the Company’s incentive arrangements, and the review of the Policy. Total fees for advice provided to

theCommittee during the year were £142,700 (charged on a time spent basis).

The Committee is satisﬁed that the advice it has received has been objective and independent.

Deloitte is a founding member of the Remuneration Consultants Group and adheres to its code in relation to executive

remuneration consulting in the UK. Other parts of Deloitte have provided tax advice, speciﬁc corporate ﬁnance support

inthe context of merger and acquisition activity, and unrelated corporate advisory services.

Stitch, a Deloitte business, provided the Sage reward team with communication support on colleague share plan

communications during 2024.

Statement of shareholding voting

The table below sets out the results of the vote on the 2022 Policy at the 2022 AGM and the Directors’ Remuneration Report

atthe 2024 AGM:

Votes for Votes against

Votes

cast

Votes

withheldnumber % number %

Remuneration Policy 825,904,476 99.12 7,332,300 0.88 833,236,776 189,118

Remuneration Report 805,495,629 98.30 13,958,246 1.70 819,453,875 2,677,096

Roisin Donnelly

Chair of the Remuneration Committee

19 November 2024

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 155

The Directors present their report together with the audited

consolidated financial statements for the financial year

ended 30 September 2024 (the “Annual Report and Accounts”).

The Annual Report and Accounts contain statements that are

not based on current or historical fact and are forward-looking

in nature. Please refer to the Disclaimer on page 160.

Information included in the Strategic Report

The Directors’ Report, together with the Strategic Report

onpages 1 to 74, represents the management report for the

purpose of compliance with the Disclosure Guidance and

Transparency Rules (“DTRs”) 4.1.R.

As permitted by legislation, some of the matters required

tobe included in the Directors’ Report have instead been

included in the Strategic Report, as the Board considers

them to be of strategic importance. Specifically, these are:

Subject matter Page reference

Future business

developments

12 to 14 —Chief Executive

Officer’sreview

Relevant information is also in the

Strategic Report on pages 16 to 17

Greenhouse gas

emissions, energy

consumption and

energy-efficiency

action

30 to 31 — Sustainability and Society

38 to 42 — TCFD

Relevant information is also available

in our Sustainability and Society

Report on our website, www.sage.com

Employment of

disabled persons

Engagement with

colleagues

Engagement with

suppliers, customers

and others

24 to 29 — Our people and culture

44 to 47 — Section 172(1) statement

48 to 54 —Stakeholder engagement

Relevant information is also in the

Corporate governance report onpages

94 to 97, and in this Directors’ Report

on page 157

Important events

affecting the Group

after year end

9 and 11 of the Strategic Report

159 of this Directors’ Report

Note 17 of the financial statements

onpage 248

Corporate governance statement

The DTRs require certain information to be included in a

corporate governance statement in the Directors’ Report.

This information can be found in the Corporate governance

report on pages 75 to 155, which is incorporated into this

Directors’ Report by reference, and, in the case of the

information referred to in DTR 7.2.6, in this Directors’ Report.

Disclosure of information under UK Listing

Rule 6.6.1R

Sub-section

of Listing

Rule 6.6.1R Detail

Page

reference

6 Allotments of shares for cash

pursuant to the Group employee

shareschemes

237 to

238

11, 12 Shareholder waiver of dividend 159

Results and dividends

The results for the financial year are set out on pages 162 to 259.

Full details of the proposed final dividend payment for

theyear ended 30 September 2024 are set out on page 245.

TheBoard is proposing a final dividend of 13.50 pence

pershare, following the payment of an interim dividend

of6.95 pence per share on 28 June 2024. The proposed

totaldividend for the year is therefore 20.45 pence per share.

Going concern

After making enquiries, the Directors have a reasonable

expectation that Sage has adequate resources to continue

inoperational existence over the 18 months to 31 March 2026

(the going concern assessment period). Accordingly, they

continue to adopt the going concern basis in preparing

thefinancial statements. In reaching this conclusion, the

Directors have had due regard to the following:

• The Group has a robust balance sheet with £1.1bn of cash

and available liquidity as at 30 September 2024 and strong

underlying cash conversion of 123%, reflecting the strength

of the subscription business model. Further information

on the available cash resources, including the undrawn

revolving credit facility and committed bank facilities,

isprovided in note 12 of the financial statements on

pages223 to 226.

• The financial position of Sage, its cash flows, financial

riskmanagement policies and available debt facilities,

which are described in the financial statements, and

Sage’sbusiness activities, together with the factors likely

to impact its future growth and operating performance,

which are set out in the Strategic Report on pages 55 to 61.

• The Directors have reviewed liquidity forecasts for the

Group for the period to 31 March 2026 (the going concern

assessment period), which reflect the expected impact

ofeconomic conditions on trading. In doing so, the

Directors have also reviewed the extent to which the

macro-economic environment has been considered in

building assumptions to support the forecasts. Stress

testing has been performed with the impact of severe

increases in churn and significantly reduced levels of

newcustomer acquisition and sales to existing customers

being considered.

Directors’ Report

156 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Viability Statement

The full Viability Statement and the associated explanations

made in accordance with Provision 31 of the UK Corporate

Governance Code 2018 can be found on pages 73 and 74.

Research and development

During the year, the Group incurred a cost of £344m

(2023: £342m) in respect of research and development.

Please see note 3.2 of the financial statements on

page194for further details.

Political donations

No political donations were made in the year.

Directors and their interests

A list of Directors, their interests in the ordinary share capital

of Sage, their interests in its long-term Performance Share

Plan and Deferred Share Bonus Plan, and details of their

options over the ordinary share capital of Sage are given in

the Directors’ Remuneration Report on pages 116 to 155. No

Director had a material interest in any significant contract,

other than a service contract or contract for services, with

Sage or any of its operating companies atanytime during

the year.

The names of all persons who, at any time during the year,

were Directors of Sage can be found on pages 78 to 79.

Sage maintains Directors’ and Officers’ liability insurance,

which provides appropriate cover for legal action brought

against its Directors. Sage has also granted indemnities

(which are qualifying third-party indemnity provisions under

the Companies Act 2006) to each member of the Board, under

which it has agreed to indemnify the Directors to the extent

permitted by law and by Sage’s articles of association, in

respect of all liabilities incurred in connection with the

performance of their duties as a Director of Sage or any of

itssubsidiaries. These indemnities were in force throughout

the financial year and remain in force as at the date of this

report. Neither these indemnities, nor the Directors’ and

Officers’ insurance provides cover in the event that a Director

is proven to have acted fraudulently or dishonestly.

Employment policy

The Group remains committed to pursuing diversity,

equityand inclusion in all its employment activities and

welcomes the unique culture, identity and experience

thateach person can bring. This applies to recruitment,

training, career development and promotion, with candidates

and colleagues treated with dignity, care andrespect,

regardless of their characteristics, identities, backgrounds

orlived experiences.

In fostering an inclusive culture, the Group ensures that

there is no bias or discrimination in the treatment of persons

with disabilities. Applications for employment are welcomed

from persons with disabilities and adjustments are made in

consultation with the applicant to ensure that appropriate

opportunity isgiven so that they can demonstrate their

suitability for the role. Wherever possible, Sage will

undertake any adjustments or retraining that is required

toretain any colleague who becomes disabled during their

employment within the Group.

Further details of the Board’s DEI policy can be found on

pages 103 and 106, and information regarding workforce

diversity is provided on pages 28 and 29.

Engagement with colleagues

The Group maintains its policy of colleague involvement by

making information available and consulting with colleagues

on matters of concern to them. Colleagues regularly receive

updates on the financial and economic factors affecting the

Group, and the Group regularly seeks direct feedback from

colleagues. Many colleagues choose to participate in the

Company’s voluntary all-employee share plans and/or may

be awarded free shares under the Company’s discretionary

share plans, including a long-term performance share plan.

Further details regarding colleague engagement, our Board

Associate, how the Directors have had regard to colleague

interests and the effect of that regard on principal decisions

taken by the Board during the year are provided on pages 24

to 29, 50 to 51, and 90 to 97.

Engagement with other stakeholders

Details of engagement with Sage’s other key stakeholders,

information on how the Directors have considered their

interests and the effect of that consideration on principal

decisions taken by the Board during the year are provided

onpages 44 to 54.

Major shareholdings

As at 30 September 2024

, Sage had been notified by the

following investors in their interest in its ordinary share

capital, in accordance with the DTRs:

Name

Ordinary

% of

capital

Nature of

holding

FMR LLC 63,432,211 6.32% Indirect

BlackRock, Inc. 64,021,267 5.90% Indirect

The Capital Group

Companies, Inc. 51,198,348 5.10% Indirect

Lindsell Train

Limited 50,214,000 4.97% Indirect

FIL Limited 50,373,561 4.92%

Direct and

Indirect

Aviva plc

30,242,979 3.01% Direct

Notes:

1. In the period from 30 September 2024 to the date of this report,

notification was received from Aviva plc regarding a reduction

intheirinterest to below the three per cent threshold, as duly

announcedon 9 October 2024.

2. Percentage as at date of notification. Notification is required

whenthepercentage of voting rights (through shares and financial

instruments) held by a person reaches, exceeds or falls below an

applicable threshold specified in the DTRs.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 157

Information provided to Sage under the DTRs is publicly

available via the regulatory information service and on

Sage’s website at sage.com.

Share capital

Sage’s share capital is set out on page 237. Sage has asingle

class of share capital, which is divided into ordinary shares

of 1

pence each.

Rights and obligations attachingtoshares

Voting

In a general meeting of Sage, the provisions of the Companies

Act 2006 apply in relation to voting rights, subject to the

provisions of the articles of association and to any special

rights or restrictions as to voting attached to any class of

shares in Sage (of which there are none). In summary:

• On a show of hands, each qualifying person (being an

individual who is a member of Sage, a person authorised

toact as the representative of a corporation or a person

appointed as a proxy of a member) shall have one vote,

except that a proxy has one vote for and one vote

againstaresolution if the proxy has been appointed

bymore thanone member and has been given

conflictingvotinginstructions by those members

orhasbeen givendiscretion as to how to vote; and

• On a poll, every qualifying person shall have one vote

forevery share which they hold or represent.

No member shall be entitled to vote at any general

meetingor class meeting in respect of any shares held

bythem if any call or other sum then payable by them

inrespect of that share remains unpaid. Currently,

allissuedshares are fully paid.

Deadlines for voting rights

Full details of the deadlines for exercising voting rights

inrespect of the resolutions to be considered at the

AnnualGeneral Meeting to be held on 6 February 2025

willbeset out in the Notice of Annual General Meeting.

Dividends and distributions

Subject to the provisions of the Companies Act 2006,

Sagemay, by ordinary resolution, declare a dividend to

bepaid tothe members and may fix the time for payment

ofsuch dividend, but no dividend shall exceed the amount

recommended by the Board.

The Board may pay interim dividends, and also any fixed rate

dividend, whenever the financial position of Sage justifies

its payment, in the opinion of the Board. All dividends shall

be apportioned and paid pro-rata according to the amounts

paid up on the shares.

Liquidation

If Sage is in liquidation, the liquidator may, with the authority

of a special resolution of Sage and any other authority required

by the statutes (as defined in the articles of association):

• Divide among the members in specie the whole or any

partof the assets of Sage; or

• Vest the whole or any part of the assets in trustees upon

such trusts for the benefit of members as the liquidator

shall think fit but no member shall be compelled to accept

any assets upon which there is any liability.

Transfer of shares

Subject to the articles of association, any member

maytransfer all or any of their certificated shares by an

instrument of transfer in any usual form or in any other form

which the Board may approve. The Board may, in its absolute

discretion, decline to register any instrument of transfer of

acertificated share which is not a fully paid share (although

not so as to prevent dealings in shares taking place on an

open and proper basis) or on which Sage has a lien.

The Board may also decline to register a transfer of a

certificated share unless the instrument of transfer is:

(i)leftat Sage’s Registered Office, or at such other place as

the Board may decide, for registration; and (ii) accompanied

by the certificate for the shares to be transferred and such

other evidence (if any) as the Board may reasonably require

to prove the title of the intending transferor or his or her

right to transfer the shares.

The Board may permit any class of shares in Sage to be

heldin uncertificated form and, subject to the articles of

association, title to uncertificated shares to be transferred

by means of a relevant system and may revoke any such

permission. Registration of a transfer of an uncertificated

share may be refused where permitted by the statutes

(asprovided in the articles of association).

Repurchase of shares

In line with common practice for listed companies,

Sagerequests shareholder authority at its Annual General

Meeting (“AGM”) each year to permit the Company to buy back

its ordinary shares in the market (the “Buyback Authorities”).

Sage obtained shareholder authority at the AGM held on

1 February 2024 tobuy back up to 102,607,262 ordinary

sharesin the market (the “2024 Buyback Authority”). The

2024 Buyback Authority replaced the shareholder authority

obtained at the AGM held on 2 February 2023 to buy back

upto 102,351,092 shares in the market, which expired at

the2024 AGM (the “2023 Buyback Authority”).

Pursuant to a buyback programme which started on

22 November 2023 and ended on 11 April 2024 (the

“2023/2024 Buyback Programme”), a total number of

29,289,778 ordinary shares of 1

pence were purchased

during the year under review, of which 14,627,013 ordinary

shares were purchased using the 2023 Buyback Authority and

14,662,765ordinary shares were purchased using the 2024

Buyback Authority. The aggregate amount of consideration

paid by Sage for shares purchased in FY24 was £345,346,901.67

andthe average price paid per ordinary share was £11.79.

Directors’ Report continued

158 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Theshares purchased during FY24 represent approximately

2.73% of the called-up share capital of the Company as at

30 September 2024.

The 2023/2024 Buyback Programme was consistent with

Sage’s disciplined capital allocation policy, and reflected

the Board’s confidence in Sage’s future prospects, together

with Sage’s strong cash generation and robust financial

position. Please refer to pages 55 and 61, and note 14.4

onpage 245 for further information.

Alongside our FY24 results, we are announcing a share

buyback programme of up to £400 million, running from

20 November 2024 and expected to end no later than 3 June

2025 (the “2024/2025 Buyback Programme”). The 2024/2025

Buyback Programme is permitted under the 2024 Buyback

Authority, which will expire at the AGM to be held in 2025.

Shareholder approval will be sought for a similar authority

atthe AGM to be held in February 2025.

Under the terms of the Buyback Authorities, the minimum

price which must be paid for each ordinary share is its

nominal value and the maximum price is the higher of an

amount equal to 105% of the average of the middle market

quotations for an ordinary share as derived from the London

Stock Exchange Daily Official List for the five business days

immediately before the purchase is made and an amount

equal to the higher of the price of the last independent

tradeof an ordinary share and the highest current independent

bid for ordinary shares on the trading venue where the

purchase is carried out (in each case exclusive of expenses).

The 2024/2025 Buyback Programme is consistent with the

Group’s disciplined capital allocation policy, and reflects

the Board’s confidence in Sage’s future prospects, together

with Sage’s strong cash generation and robust financial

position. Sage continues to have considerable financial

flexibility to drive the execution of its growth strategy.

Sharesrepurchased under the 2024/2025 Buyback

Programme will be cancelled.

Information on transactions in own shares will be made

publicly available via the regulatory information service

andon Sage’s website at sage.com.

Amendment of Sage’s articles of association

Any amendments to Sage’ s articles of association may be

made in accordance with the provisions of the Companies

Act 2006 by way of special resolution. Sage’s articles of

association were last amended by special resolution at

theAGM held on 4 February 2021.

Appointment and replacement of Directors

Directors shall be not less than two and no more than 15 in

number. Directors may be appointed by Sage by ordinary

resolution or by the Board. A Director appointed by the

Boardholds office until the AGM and is then eligible for

election by the shareholders, in accordance with Sage’s

articles of association.

The Board may from time to time appoint one or more

Directors to hold employment or executive office for such

period (subject to the provisions of the Companies Act 2006)

and on such terms as they may determine and may revoke or

terminate any such appointment.

Under the articles of association, at every AGM of Sage,

everyDirector who held office as at seven days before the

date of the Notice of Annual General Meeting shall retire

from office (but shall be eligible for election or re-election

by the shareholders). Sage may by special resolution (or by

ordinary resolution of which special notice has been given)

remove, and the Board may by unanimous decision remove,

any Director before the expiration of his or her term of

office. The office of Director shall be vacated if: (i) he or

sheresigns; (ii) he or she has become physically or mentally

incapable of acting as a director and may remain so for more

than three months and the Board resolves that his or her

office is vacated; (iii) he or she is absent without permission

of the Board from meetings of the Board for six consecutive

months and the Board resolves that his or her office is vacated;

(iv) he or she becomes bankrupt or makes an arrangement or

composition with his or her creditors generally; (v) he or she

isprohibited by law from being a director; or (vi) he or she is

removed from office pursuant to the articles of association.

Powers of the Directors

The business of Sage will be managed by the Board

whichmay exercise all the powers of Sage, subject to

theprovisions of Sage’s articles of association, the

Companies Act 2006 and any resolution of Sage. Authority

issought from shareholders at each AGM to grant the

Directors powers, in line with institutional shareholder

guidelines and relevant legislation, in relation to the

issueand buyback by the Company of its shares.

Shares held in the Employee Benefit Trust

The trustee of The Sage Group plc. Employee Benefit Trust

(EBT) has agreed not to vote any shares held in the EBT at

anygeneral meeting. If any offer is made to shareholders to

acquire their shares, the trustee will not be obliged to accept

or reject the offer in respect of any shares which are subject

to subsisting awards, but will have regard to the interests

ofthe award holders and will have power to consult them

toobtain their views on the offer. Subject to the above,

thetrustee may take action with respect to any offer it

thinksfair. The trustee has waived its right to dividends

onthe shares held in the EBT.

Significant agreements

The following significant agreements contain provisions

entitling the counterparties to exercise termination or

otherrights in the event of a change of control of Sage:

• Under the terms of (i) the €500m 3.820 per cent guaranteed

Notes due 15 February 2028 (issued under Sage’s EMTN

Programme); (ii) the £350m 1.625 per cent guaranteed

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 159

Notes due 25 February 2031; and (iii) the £400m 2.875 per

cent guaranteed Notes due 8 February 2034, which are all

issued by the Company and guaranteed by Sage Treasury

Company Limited, a Noteholder has the right to require

theCompany to redeem or repay its Notes on a change

ofcontrol of the Company where at the time of the

occurrence of the change of control:

(i) the Notes then in issue carry, on a solicited basis,

aninvestment-grade credit rating, which is either

downgraded to non-investment grade or withdrawn

(solong as the Notes are not upgraded or reinstated

toan investment-grade rating by the relevant rating

agency, or a replacement investment-grade rating

ofanother rating agency on a solicited basis is not

obtained, in each case within a set period of time,

andthe relevant rating agency confirms that its

ratingdecision resulted, in whole or in part,

fromtheoccurrence of the change of control); or

(ii) the Notes then in issue carry a non-investment grade

creditrating from each rating agency then assigning

acredit rating on a solicited basis or no credit rating

from any rating agency on a solicited basis.

• Under the terms of the Notes, “change of control” is

defined as:

i) any person or any persons acting in concert (as defined

inthe City Code on Takeovers and Mergers), other than

aholding company (as defined in Section 1159 of the

Companies Act 2006, as amended), whose shareholders

areorare to be substantially similar to the pre-existing

shareholders of the Company, shall become interested

(within the meaning of Part 22 of the Companies Act 2006,

asamended) in (x) more than 50per cent. of the issued or

allotted ordinary share capital of the Company or (y)

shares in the capital ofthe Company carrying more

than 50 per cent. of thevoting rights normally

exercisable at a general meeting of the Company; or

(ii) Sage Treasury Company Limited ceases to be a direct

or indirect subsidiary of the Company.

• Under a £630m five-year multi-currency revolving credit

facility agreement, dated 13 December 2022, and made

between, amongst others, Sage Treasury Company Limited

and the facility agent, and guaranteed by the Company,

ona change of control, if any individual lender so requires

and after having consulted with Sage Treasury Company

Limited in good faith for not less than 30 days following

the change of control, the facility agent shall, by not less

than 10 business days’ notice to Sage Treasury Company

Limited, cancel the commitment of that lender and declare

the participation of that lender in all outstanding loans,

together with accrued interest and all other amounts

accrued under the finance documents, immediately due

and payable, whereupon the commitment of that lender

will be cancelled and all such outstanding amounts will

become immediately due and payable. In respect of this

revolving credit facility agreement, “control” is defined as

per Sections 450 and 451 of the Corporation Taxes Act 2010.

• The platform reseller agreement, dated 31 January 2015,

relating to the Company’s strategic arrangements with

Salesforce.com EMEA Limited contains a change of control

right enabling Salesforce to terminate the agreement in

the event there is a change of control in favour of a direct

competitor of Salesforce.com EMEA Limited. The agreement

contains post-termination requirements upon Salesforce

to support a transition for up to a specified period. In respect

of the platform reseller agreement with Salesforce.com

EMEA Limited, “change of control” occurs where a corporate

transaction results in the owners of the subject entity

owning less than 50% of the voting interests in that

entityas a result of the corporate transaction.

• All of Sage’s employee share plans contain provisions

relating to a change of control of The Sage Group plc.

Outstanding awards and options may vest and become

exercisable on a change of control, subject to the

satisfaction of any applicable performance conditions

andtime pro-rating.

Branch

The Group, through various subsidiaries, has a branch

inFrance. Further details are included in note 18 on

pages249 to 252.

Financial risk management

The Group’s exposure to and management of capital,

liquidity, credit, interest rate and foreign currency risk

areshown in note 13.6 of the financial statements.

Our approach to risk management and our Principal Risks

can be found in note 13.6 and on pages 62 to 72.

Disclaimer

The purpose of this Annual Report and Accounts is to provide

information to the members of Sage. The Annual Report and

Accounts has been prepared for, and only for, the members

ofSage, as a body, and no other persons. Sage, its Directors

and employees, agents or advisors do not accept or assume

responsibility to any other person to whom this document

isshown or into whose hands it may come and any such

responsibility or liability is expressly disclaimed. The Annual

Report and Accounts contains certain forward-looking

statements with respect to the operations, performance

andfinancial condition of the Group. By theirnature, these

statements involve uncertainty, since future events and

circumstances can cause results and developments to differ

materially from those anticipated. The forward-looking

statements reflect knowledge and information available at

the date of preparation of this Annual Report and Accounts,

and Sage undertakes no obligation to update these forward-

looking statements. Nothing in this Annual Report and

Accounts should be construed as a profit forecast.

Directors’ Report continued

160 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual

Report and Accounts, including the Directors’ Remuneration

Report and the financial statements of the Group and the

Company, in accordance with applicable laws and regulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law, the

Directors have prepared the Group financial statements

inaccordance with UK-adopted International Accounting

Standards (UK-IFRS) and the Company financial statements

in accordance with United Kingdom Accounting Standards

(United Kingdom Generally Accepted Accounting Practice),

including FRS102 “The Financial Reporting Standard

applicable in the UK and Republic of Ireland”.

Under company law, the Directors must not approve the

financial statements unless they are satisfied that they

givea true and fair view of the state of affairs of the Group

and the Company and of the profit or loss of the Group and

the Company for that period.

In preparing these financial statements, the Directors are

required to:

• Select suitable accounting policies and apply

themconsistently;

• Make judgements and estimates that are reasonable

andprudent;

• State whether, for the Group, applicable UK-IFRS have

beenfollowed, subject to any material departures

disclosed and explained in the financial statements;

• State whether, for the Company, applicable United

Kingdom Accounting Standards (United Kingdom

Generally Accepted Accounting Practice), including

FRS102 “The Financial Reporting Standard applicable

inthe UK and Republic of Ireland” have been followed,

subject to any material departures disclosed and

explained in the financial statements; and

• Prepare the financial statements on the going concern

basis, unless it is inappropriate to presume that the

Groupand the Company will continue in business.

The Directors are responsible for the maintenance and

integrity of Sage’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

The Directors as at the date of this report, whose names and

functions are listed in the Board of Directors’ section on

pages 78 to 79, confirm that:

• To the best of their knowledge, the Group’s financial

statements, which have been prepared in accordance with

UK-adopted International Accounting Standards (UK-IFRS),

give a true and fair view of the assets, liabilities, financial

position and profit or loss of the Group;

• To the best of their knowledge, the Company’s financial

statements, which have been prepared in accordance with

United Kingdom Accounting Standards (United Kingdom

Generally Accepted Accounting Practice), including FRS102

“The Financial Reporting Standard applicable inthe UK

and Republic of Ireland”, give a true and fair view of the

assets, liabilities, financial position and profit or loss of

the Company; and

• To the best of their knowledge, the Directors’ Report and

the Strategic Report include afair review of the development

and performance of the business and the position of the

Group and the Company, together with a description of

thePrincipal Risks and uncertainties that it faces.

Each Director, as at the date of this report, further confirms that:

• So far as the Director is aware, there is no relevant audit

information of which the Group’s and the Company’s

auditors are unaware; and

• The Director has taken all the steps that they ought to

havetaken as a Director to make himself/herself aware

ofanyrelevant audit information and to establish that

theGroup’s and theCompany’s auditors are aware of

thatinformation.

This confirmation is given and should be interpreted

inaccordance with the provisions of section 418 of the

Companies Act 2006.

In addition, the Directors as at the date of this report

consider that theAnnual Report and Accounts, taken as a

whole, is fair, balanced and understandable and provides

theinformation necessary for shareholders to assess

theCompany’s and the Group’s position, performance,

business model and strategy.

By Order of the Board

Vicki Bradin

Company Secretary

19 November 2024

The Sage Group plc. Company number 02231246

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 161

Financial statements

Pages

Independent Auditor’s Report to the members

of The Sage Group plc. 163

Consolidated financial statements

Consolidated income statement 175

Consolidated statement of comprehensive income 176

Consolidated balance sheet 177

Consolidated statement of changes in equity 178

Consolidated statement of cash flows 180

Notes to the consolidated financial statements

1. Basis of preparation and accounting

estimates and judgements 181

2. Segment information 185

3. Profit before income tax 191

4. Income tax expense 201

5. Earnings per share 204

6. Intangible assets 205

7. Property, plant and equipment 211

8. Working capital 213

9. Provisions 216

10. Post-employment benefits 218

11. Deferred income tax 221

12. Cash flow and net debt 223

13. Financial instruments 227

14. Equity 237

15 Acquisitions and disposals 247

16. Related party transactions 248

17. Events after the balance sheet date 249

18. Group undertakings 249

162 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Independent Auditor’s

Report to the members

of The Sage Group plc.

Opinion

In our opinion:

• The Sage Group plc’s Group financial statements and parent company financial statements (the “financial statements”)

give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 30 September 2024 and of the

Group’s profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted International Accounting Standards;

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

Accepted Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of The Sage Group plc (the ‘parent company’) and its subsidiaries (the ‘Group’)

forthe year ended 30 September 2024 which comprise:

Group Parent company

Consolidated balance sheet as at 30 September 2024 Balance sheet as at 30 September 2024

Consolidated income statement for the year then ended Statement of changes in equity for the year then ended

Consolidated statement of comprehensive income for

theyear then ended

Related notes 1 to 8 to the financial statements including

asummary of significant accounting policies

Consolidated statement of changes in equity for the year

then ended

Consolidated statement of cash flows for the year then ended

Related notes 1 to 18 to the financial statements, including

material accounting policy information

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable

law and UK adopted International Accounting Standards and IFRS as issued by the IASB. The financial reporting framework

that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom

Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”

(United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

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

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion

Independence

We are independent of the Group and parent in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have

fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and

weremain independent of the Group and the parent company in conducting the audit.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 163

Independent Auditor’s Report to the members of The Sage Group plc.

continued

Conclusions relating to going concern

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

inthe preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and

parent company’s ability to continue to adopt the going concern basis of accounting included:

• We understood the process undertaken by management to perform the going concern assessment;

• We obtained management’s going concern assessment, including the cash flow forecast for the going concern period to

31 March 2026. We assessed whether the period applied is appropriate, through considering the existence of any significant

events or conditions beyond this period based on management’s forecasting and knowledge arising from the audit that

should be taken into account in the going concern assessment. Additionally, we tested the clerical accuracy of cash flow

calculations within the base case and stress testing modelled by management;

• We confirmed the Group’s access to available sources of liquidity and the relevant maturity dates;

• We assessed the reasonableness of all key assumptions, with a particular focus on churn, New Customer Acquisition (‘NCA’),

margin and working capital. This has been performed by:

• assessing the historical forecasting accuracy of the Group by comparing actual revenue and to forecast for the previous

five years;

• checking for consistency of the forecasts with other areas of the audit including the goodwill impairment assessment; and

• assessing whether the assumptions made were reasonable, through our own independent assessment of the impact of the

current macro-economic environment and considering whether this contradicted any of the assumed growth.

• We also considered the impact of the Group’s climate commitments on the cash flow forecasts;

• We reperformed management’s reverse stress test to establish the level of change in revenue necessary to cause a liquidity

breach and considered whether the reduction in revenue required has no more than a remote possibility of occurring; and

• We reviewed the appropriateness of management’s going concern disclosure in describing the risks associated with its

ability to continue to operate as a going concern from the date of the approval of the financial statements to 31 March 2026

We observed that in both management’s base case and in the downside sensitivities, with churn assumptions increasing by

upto 75% and a significant reduction in the level of new customer acquisitions and sales to existing customers, management

has determined that there is liquidity headroom without taking the benefit of any identified controllable mitigations.

Furthermore, management’s reverse stress test identifies the revenue reduction compared to forecasts required to breach

minimum liquidity thresholds during the going concern assessment period. The occurrence of a revenue reduction of this

magnitude is considered by the Directors to be remote due to the resilient nature of the subscription-based business model,

available liquidity and strong cash conversion.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group and parent company’s ability to continue as a going

concern for a period to 31 March 2026.

In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether

the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this report. However, because not all future events or conditions can be predicted, this statement is not a

guarantee as to the Group’s ability to continue as a going concern.

164 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Overview of our audit approach

Audit scope • We performed an audit of the complete financial information of seven components and audit

procedureson specific balances for a further three components.

• The components where we performed full or specific audit procedures accounted for 94% of

adjustedProfit before Tax*, 93% of Revenue and 98% of Total Assets.

Key audit matters • Inappropriate timing of revenue recognition, due to cut-off errors or incorrect deferral

• Recoverability of goodwill

Materiality • Overall Group materiality of £21m which represents 5% of Profit before Tax adjusted for

non-recurring items.

* Adjusted profit before tax is presented on an absolute basis.

An overview of the scope of the parent company and Group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit

scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial

statements. We take into account size, risk profile, the organisation of the Group and effectiveness of Group-wide controls,

changes in the business environment, the potential impact of climate change and other factors such as recent internal audit

results when assessing the level of work to be performed at each company.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative

coverage of significant accounts in the financial statements, of the 17 reporting components of the Group, we selected 10

components covering entities within the United Kingdom and Ireland, France, North America, Germany, Spain and South

Africa, which represent the principal business units within the Group.

Of the 10 components selected, we performed an audit of the complete financial information of 7 components (“full scope

components”) which were selected based on their size or risk characteristics. For the remaining 3 components (“specific

scope components”), we performed audit procedures on specific accounts within that component that we considered had the

potential for the greatest impact on the significant accounts in the financial statements either because of the size of these

accounts or their risk profile.

The reporting components where we performed audit procedures accounted for 94% (2023: 94%) of the Group’s Adjusted Profit

before tax*, 93% (2023: 94%) of the Group’s Revenue and 98% (2023: 99%) of the Group’s Total assets. For the current year, the

full scope components contributed 82% (2023: 82%) of the Group’s Adjusted Profit before tax*, 75% (2023: 75%) of the Group’s

Revenue and 94% (2023: 95%) of the Group’s Total assets. The specific scope component contributed 12% (2023: 12%) of the

Group’s Adjusted Profit before tax, 18% (2023: 18%) of the Group’s Revenue and 4% (2023: 4%) of the Group’s Total assets. The

audit scope of these components may not have included testing of all significant accounts of the component but will have

contributed to the coverage of significant accounts tested for the Group.

Of the remaining 7 components that together represent 6% of the Group’s Adjusted Profit before tax*, none are individually

greater than 2% of the Group’s Adjusted Profit before tax*. For these components, we performed other procedures, including

analytical review, testing of consolidation journals and intercompany eliminations, obtaining a sample of additional cash

confirmations, and foreign currency translation recalculations to respond to any potential risks of material misstatement

tothe Group financial statements.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 165

Independent Auditor’s Report to the members of The Sage Group plc.

continued

The tables below illustrate the coverage obtained from the work performed by our audit teams.

Reporting components

2024 2023

Number

% Group

Adjusted

Profit

before

tax *

% Group

Revenue

% Total

assets Note Number

% Group

Adjusted

Profit

before

tax *

% Group

Revenue

% Total

assets

Full scope 7 82% 75% 94% 1,2 7 82% 75% 95%

Specific scope 3 12% 18% 4% 1,2 3 12% 18% 4%

Full and specific

scope coverage 10 94% 93% 98% 10 94% 93% 99%

Remaining

components 7 6% 7% 2% 3 14 6% 7% 1%

Total Reporting

components 17 100% 100% 100% 24 100% 100% 100%

* Adjusted profit before tax is presented on an absolute basis.

Notes

1. There has been no change in the number of full scope or specific scope components in the current period.

2. Specific scope components are Germany, Spain and South Africa. The audit scope of these specific scope components may not have included testing of

allsignificant accounts of the component but will have contributed to the coverage of significant accounts selected for testing by the Primary audit team.

The Group audit risk in relation to revenue recognition was subject to audit procedures at each of the full and specific scope locations with significant

revenue streams (being four full scope components and three specific scope components). The Group audit risk in relation to the recoverability of goodwill

was tested by the Primary audit team.

3. In the current year, the remaining 7 components contributed 6% of Adjusted Profit before tax* and the individual contribution of these components ranged

from nil to 2% of the Group’s Adjusted Profit before tax*. For these components, the Primary audit team performed other procedures including overall

analytical review procedures and testing of consolidation journals, intercompany eliminations, a sample of cash confirmations, and foreign currency

translation recalculations to respond to potential risks of material misstatement to the Group financial statements.

Changes from the prior year

The reduction in the total number of reporting components from 24 to 17 is a result of changes in the reporting hierarchy put

in place by management, meaning that entities previously designated as review scope are now consolidated within other

reporting components.

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each

of the components by us, as the primary audit engagement team, or by component auditors from other EY global network firms

operating under our instruction. Of the seven full scope components, audit procedures were performed on two of these directly

by the primary audit team. For the five full scope components and three specific scope components, where the work was

performed by component auditors, we determined the appropriate level of involvement to enable us to determine that

sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole.

The Group audit team continued to follow a programme of planned visits that has been designed to ensure that the Senior

Statutory Auditor Kathryn Barrow and/or other Group partners and senior members of the primary audit team visit a series of

component teams. During the current year’s audit cycle, visits were undertaken by the primary audit team to the component

teams in the United Kingdom, North America, France, Spain and Germany. These visits involved discussing the audit approach

with the component team and any issues arising from their work, attending meetings and reviewing relevant audit working

papers on risk areas. The primary team interacted regularly with the component teams where appropriate during various

stages of the audit, reviewed relevant working papers and were responsible for the scope and direction of the audit process.

This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the

Group financial statements.

166 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Climate change

There has been increasing interest from stakeholders as to how climate change will impact companies. The Group has determined

that the most significant future impacts from climate change on their operations will be from extreme weather events which

may havean impact on workforce productivity, increasing cost of energy and carbon, hosting resilience and changing customer

behaviour and needs. These are explained on page 41 in the Task Force On Climate Related Financial Disclosures and on

pages67-72 in the principal risks and uncertainties. They have also explained their climate commitments on pages 31 to 32 in

“Sustainability and Society”. All of these disclosures form part of the “Other information,” rather than the audited financial

statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially

misstated, in line with our responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any

consequential material impact on its financial statements.

The Group has explained in Note 1 Basis of Preparation to the consolidated financial statements how they have reflected the

impact of climate change in their financial statements including how this aligns with their commitment to the aspirations of

the Paris Agreement to achieve net zero emissions by 2050. Governmental and societal responses to climate change risks are

still developing, and are interdependent upon each other, and consequently financial statements cannot capture all possible

future outcomes as these are not yet known. The degree of certainty of these changes means that they cannot be taken into

account when determining asset and liability valuations under the requirements of UK adopted International Accounting

Standards. As described in Note 1, there were no factors identified that would have a material impact on the Group’s accounting

estimates and judgements in the current year. The considerations in relation to goodwill impairment testing are set out in

Note 6.1.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s

assessment of the impact of climate risk, physical and transition and their climate commitments, and assessing whether the impact

ofclimate change has been appropriately reflected by management in reaching their judgements in relation to modelling future cash

flows used in the impairment assessments. As part of this evaluation, we performed our own risk assessment to determine the risks of

material misstatement in the financial statements from climate change which needed to be considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability

and associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these

are described above.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter

orto impact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whetheror not

due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy,

theallocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in

the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate

opinion on these matters.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 167

Independent Auditor’s Report to the members of The Sage Group plc.

continued

Risk Our response to the risk

Key observations

communicated to

the Audit and Risk

Committee

Inappropriate revenue

recognition due to

cut-off errors or

incorrectdeferral

Refer to the Audit and Risk and

Note 3.1 of the Consolidated

Financial Statements

(pages192-194)

The Group has reported

revenues of £2,332m

(FY23: £2,184m) with deferred

income at 30 September 2024

of£764m (FY23: £752m).

We assessed revenue

recognition as a fraud risk

asrevenue forms the basis

forcertain of the Group’s

keyperformance indicators,

both inexternal communications

and for management incentives.

The risk specifically relates

tothe inappropriate timing

ofrevenue recognition, due

tocut-off errors or incorrect

deferral.

Therefore, we assessed that

overstatement of revenue

presented a higher risk

andakey audit matter.

Walkthroughs and controls

• We performed walkthroughs of each significant class of revenue transactions and

assessed the design effectiveness of key financial controls alongside related IT

controls, however we did not test the operating effectiveness of these controls

atall components. For two components, we tested the operating effectiveness

ofcertain key controls within the revenue process.

Inappropriate revenue recognition, due to cut-off errors

orincorrectdeferral

• We evaluated management’s determination of whether the nature of the Group’s

products and services resulted in the provision of a good or service at a point in

time or over a contractual term, by reviewing a sample of customer contracts

against the requirements of IFRS 15. This included the assessment of new or

one-off transactions, by comparing the accounting treatment to the Group

accounting policy and IFRS 15. The customer contracts take different forms

depending upon the products/services sold and local legal practice. Our

procedures included consideration as to whether this fulfilled the IFRS 15

definition of a ‘contract with a customer’.

• At all revenue generating full and specific scope components we primarily

adopted a data analysis approach in relation to revenue and receivables.

Ourprocedures involved testing full populations of transaction data for

allsignificant revenue streams and included correlation analysis between

invoiced revenue, receivables, deferred revenue and cash. Where the postings

didnot follow our expectation, we investigated and assessed their validity

byagreeing a sample of transactions back to source documentation. Where

theunderlying ledger did not permit a data-driven approach, we performed

detailed tests for a sample of underlying transactions.

• In respect of deferred income, for products and services where revenue is

earnedover a contractual term, we:

• Tested a sample of transactions to determine that the amount of revenue

recognised in the year and the amount deferred at the balance sheet date

wereaccurately calculated based on progress of the contract.

• At certain components, with support from EY IT team members, we utilised

dataanalysis to facilitate independent reperformance of certain management

calculations, including deferred income. This included testing a sample of the

data inputs against supporting evidence, such as the contract with the customer

(as defined above).

• At components where IT controls are not tested, we have performed incremental

substantive procedures.

• We have performed cut-off testing for a sample of revenue items and credit notes

booked either side of the year end date to determine that revenue was recognised

in the period in which the performance obligation was fulfilled.

Management override

• Audit teams at full and specific scope components with significant revenue

streams performed specific procedures to address the risk of management

override, including testing to identify unusual, new or significant transactions

orcontractual terms and targeted journal entry testing.

Disclosures

• We also considered the adequacy of the Group’s disclosures relating to revenue

recognition in Note 1 (accounting estimates and judgements) and Note 3.1

(Revenue) in the consolidated financial statements.

We performed full and specific scope audit procedures over this risk area in 7

locations, which covered 93% of the risk amount with the remaining 7% of revenue

being covered by review scope procedures. These procedures included updating our

understanding of the business alongside key processes, management enquiries and

analytical review relative to budgets and prior periods.

Based on the

procedures

performed, we

consider revenue

recognition to

beappropriate for

the year ended

30 September 2024.

We did not identify

a material

misstatement

asaresult of

inappropriate

revenue recognition

due to cut-off errors

or incorrect deferral.

168 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Risk Our response to the risk

Key observations

communicated to

the Audit and Risk

Committee

Recoverability of

goodwill

Refer to the Audit and Risk

Committee Report (page 111);

and Note 6.1 of the Consolidated

Financial Statements (pages

206-208)

Goodwill of £2,130m is

recognised in the Group’s

consolidated balance sheet

at30 September 2024

(FY23: £2,245m).

We continue to include the

recoverability of goodwill

asaKey Audit Matter due to:

• the estimation involved

indetermining the future

performance of the Cash

Generating Units (CGUs);

• the magnitude of the

goodwill; and

• the audit effort and

executiveinvolvement.

Valuation model

Management performed its annual impairment assessment as at 30 June 2024.

We obtained the impairment assessment and tested the methodology applied in

thevalue in use calculations for each of the CGUs as compared to the requirements

of IAS 36, Impairment of Assets, including the appropriateness of the forecast

periods, which were consistent with management’s strategic planning horizon,

andthe mathematical accuracy of management’s model.

We assessed whether the identification of CGUs or Groups of CGUs continues

tobeappropriate for the purpose of management’s impairment assessment.

We considered whether any significant changes occurred between management’s

assessment date and the year-end that would impact the impairment test conclusion.

We did this by reviewing the ongoing performance of the business and reviewing the

inputs to the discount rate in light of the current macro-economic environment.

Key assumptions in the valuation

We evaluated the key underlying assumptions used in the valuations including

revenue growth rates, margin and the discount rates applied.

• We assessed the appropriateness of the key assumptions used in the forecasts

including new customer acquisition, upsell/add-ons and level of churn by assessing

these against the results achieved in FY24 and the prior track record of growth.

• For forecasts for FY25-FY27, we considered the latest market trends, through

reviewing market data such as central bank macroeconomic projections, to

evaluate whether there is evidence that the forecast growth rates assumed for

thisperiod should be lower than the FY24 current growth rate.

• We tested the reasonableness of long-term growth rates applied after the

forecastperiod by comparing the rates used by management to average

inflationrates published by Oxford Economics.

• We tested the discount rates, with the involvement of our internal valuation

specialists, by reference to comparable market data and the specific risk profile

relevant to each respective CGU, compared to the rates used by management.

• We assessed the appropriateness of management’s forecasts with respect to

inclusion of the impact of climate change.

• We performed downside sensitivity analysis on key assumptions in the models,

including combinations thereof, to understand the parameters that, should they

arise, cause an impairment of goodwill.

Disclosures

We considered the appropriateness of the related disclosures provided in Note 1

(accounting estimates and judgements) and Note 6.1 in the consolidated financial

statements. We considered whether any reasonably possible change disclosures

wererequired based upon the headroom within the sensitivity analysis.

We agree with

management’s

conclusion that

noimpairment

charge is required

to be recognised

inthe year.

We have

concludedthat

themethodology

applied is

reasonable, the

forecast period is

appropriate, and

the impairment

models are

mathematically

accurate.

Management’s

identification

ofCGUs remains

appropriate.

Key inputs such

asunderlying

assumptions,

forecast growth

rates, margin and

discount rates have

been determined

using a reasonable

basis.

Management’s

disclosures are

aligned with

therequirements

ofIAS36.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 169

Independent Auditor’s Report to the members of The Sage Group plc.

continued

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified

misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to

influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining

thenature and extent of our audit procedures.

We determined materiality for the Group to be £21.0 million (2023: £16.0 million), which is 5% (2023: 5%) of Adjusted Profit

before tax*. We believe that Profit before tax adjusted for non-recurring items provides us with the most relevant performance

measure to the stakeholders of the entity. Non-recurring items are set out in Note 3.6 of the Group’s financial statements and

are summarised in the graphic below. Adjustments for non-recurring items in 2024 include a reversal of employee-related

costs (£3m) and a reversal of restructuring costs (£2m). In 2023 non-recurring items included property restructuring costs

of£32m, employee related costs of £9m with a reversal of restructuring costs (£3m).

We determined materiality for the Parent Company to be £35.6 million (2023: £40.2 million), which is 1% (2023: 1%) of equity.

Webelieve that equity is an appropriate basis to determine materiality given the nature of the Parent Company as the holding

company of the Group. Any balances in the Parent Company financial statements that were relevant to our audit of the consolidated

Group were audited using an allocation of Group performance materiality.

Starting

basis

• Total profit before tax of £426m

Adjustments

• Reversal of employee-related costs – (£3m)

• Reversal of restructuring costs – (£2m)

Materiality

• Totals £421m

• Materiality of £21.0m (5% of materiality basis)

During the course of our audit, we reassessed initial materiality with the only change in the final materiality from our

originalassessment at planning being to reflect the actual reported performance of the Group in the year.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately

low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement

was that performance materiality was 75% (2023: 75%) of our planning materiality, namely £15.7m (2023: £12.0m). We have set

performance materiality at this percentage due to our assessment of the control environment and lower likelihood of

misstatements.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts

is undertaken based on a percentage of total performance materiality. The performance materiality set for each component

is based on the relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement

at that component. In the current year, the range of performance materiality allocated to components was £2.2m to £9.4m

(2023: £2.4m to £8.6m).

170 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

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

£1.0m (2023: £0.8m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view,

warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and

inlight of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report set out on pages 1-161, including Strategic

Report and Governance Report, other than the financialstatements and our auditor’s report thereon. The directors are

responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly

stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be

materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we

have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with

theCompanies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

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

statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in

thecourse of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us

toreport to you if, in our opinion:

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

beenreceived from branches not visited by us; or

• the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not

inagreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

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

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 171

Independent Auditor’s Report to the members of The Sage Group plc.

continued

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group and company’s compliance with the provisions of the UK Corporate Governance

Code specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any

material uncertainties identified set out on page 156;

• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the

period is appropriate set out on pages 73-74;

• Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and

meets its liabilities set out on page 74;

• Directors’ statement on fair, balanced and understandable set out on page 161;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 67;

• The section of the annual report that describes the review of effectiveness of risk management and internal control systems

set out on pages 67-72; and;

• The section describing the work of the Audit and Risk Committee set out on pages 108-115.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 161, the directors are responsible for

thepreparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group and parent company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis

ofaccounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have

no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of

these financial statements.

172 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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

withour responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material

misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our

procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance

of the company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that

the most significant are those that relate to the reporting framework (UK adopted International Accounting Standards, IFRS

as issued by the IASB, FRS 102, the UK Companies Act 2006, UK Corporate Governance Code and the Listing Rules of the UK

Listing Authority), the relevant tax compliance regulations in the jurisdictions in which the Group operates and the EU

General Data Protection Regulation (GDPR).

• We understood how The Sage Group plc is complying with those frameworks by making inquiries of management, internal

audit, those responsible for legal and compliance procedures and the company secretary. We corroborated our enquiries

through our review of Board minutes and papers provided to the Audit and Risk Committee and attendance at all meetings

of the Audit and Risk Committee, as well as consideration of the results of our audit procedures across the Group.

• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud

mightoccur by meeting with management from various parts of the business to understand where it considered there

wassusceptibility to fraud; and assessing whistleblowing incidences for those with a potential financial reporting

impact.Wealso considered performance targets and their propensity to influence on efforts made by management to

manage revenue and earnings. We considered the programmes and controls that the Group has established to address

risksidentified, or that otherwise prevent, deter, and detect fraud; and how senior management monitors those programs

andcontrols. Where the risk was considered to be higher, including areas impacting Group key performance indicators or

management remuneration, we performed audit procedures to address each identified fraud risk or other risk of material

misstatement. These procedures included those on revenue recognition detailed above, the assessment of items identified

by management as non-recurring and journal entry testing and were designed to provide reasonable assurance that the financial

statements were free from material fraud or error.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations,

including instructions to full and specific scope component audit teams. At a Group level, our procedures involved enquiries

of Group management and those charged with governance, legal counsel, and internal audit; journal entry testing, with a

focus on manual consolidation journals and journals indicating large or unusual transactions based on our understanding

of the business. At a component level, our full and specific scope component audit team’s procedures included inquiries

ofcomponent management, journal entry testing, and testing in respect of the key audit matter of revenue recognition.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 173

Independent Auditor’s Report to the members of The Sage Group plc.

continued

Other matters we are required to address

• Following the recommendation from the Audit and Risk Committee we were appointed by the parent company on

3 March2015 toaudit thefinancial statements for the year ending 30 September 2015 and subsequent financial periods.

• The period of total uninterrupted engagement including previous renewals and reappointments is 10 years, covering

theyears ending 30 September 2015 to 30 September 2024.

• The audit opinion is consistent with the additional report to the Audit and Risk Committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required

tostate to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this

report, or for the opinions we have formed.

Kathryn Barrow (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

19 November 2024

174 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

		2024	2023
	Note	£m	£m
Revenue	2.1, 3.1	2,332	2,184
Cost of sales		(168)	(156 )
Gross profit		2,164	2,028
Selling and administrative expenses		(1,712)	(1,713 )
Operating profit	2.2, 3.2, 3.3, 3.6	452	315
Finance income	3.5	19	12
Finance costs	3.5	(45)	(45)
Profit before income ta x		426	282
Income tax expense	4	(103)	(71)
Profit for the y ear		323	211
Profit attributable to:
Owners of the parent		323	211
Earnings per share attributable to the owners of the parent (pence)
Basic	5	32.10p	20.75p
Diluted	5	31.55p	20.43p

All operations in the year relate to continuing operations.

Consolidated income statement

For the year ended 30 September 2024

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 175

Strategic Report Financial Statements

		2024	2023
	Note	£m	£m
Profit for the y ear		323	211
Items of other comprehensive income that will not be reclassified to profit or l oss:
Actuarial loss on post-employment benefit obligations	10, 14.4	(2)	–
		(2)	–
Items that ma y be reclassified to profit or loss:
Exchange differences on translating foreign operations and net investment hedges	14.3	(101)	(82)
Cash flow hedges	14.3	–	4
		(101)	(78)
Other comprehensive expense for the y ear, net of ta x		(103)	(78)
Total comprehensive income for the y ear		220	133
Total comprehensive income for the y ear attributable to:
Owners of the parent		220	133

Consolidated statement of comprehensive income

For the year ended 30 September 2024

176 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

		2024	2023
	Note	£m	£m
Non-current assets
Goodwill	6.1	2,130	2,245
Other intangible assets	6.2	219	274
Property, plant and equipment	7	108	104
Equity investments		6	4
Trade and other receivables	8.1	137	138
Deferred income tax assets	11	81	56
Derivative financial instruments	13.5	29	1
		2,710	2,822
Current assets
Trade and other receivables	8.1	404	37 6
Current income tax asset		16	42
Cash and cash equivalents (excluding bank overdrafts)	12.3	508	696
		928	1,114
Total assets		3,638	3,936
Current liabilities
Trade and other payables	8.2	(405)	(378)
Current income tax liabilities		(26)	(25)
Borrowings	12.4	(15)	(14)
Provisions	9	(22)	(23)
Deferred income	8.3	(758)	(745)
		(1,226)	(1,185)
Non-current liabilities
Borrowings	12.4	(1,231)	(1,243)
Post-employment benefits	10	(23)	(19)
Deferred income tax liabilities	11	(18)	(18)
Provisions	9	(25)	(24)
Trade and other payables	8.2	(3)	(13)
Deferred income	8.3	(6)	(7)
Derivative financial instruments	13.5	(13)	(20)
		(1,319)	(1,344)
Total liabilities		(2,545)	(2,529)
Net assets		1,093	1,407
Equit y attributable to owners of the parent
Ordinary shares	14.1	11	12
Share premium		548	548
Other reserves	14.3	88	189
Retained earnings	14.4	446	658
Total equit y		1,093	1,407

The consolidated financial statements on pages 175 to 252 were approved by the Board of Directors on 19 November 2024 and are

signed on their behalf by:

Jonathan Howell

Chief Financial Officer

Consolidated balance sheet

As at 30 September 2024

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 177

Strategic Report Financial Statements

						Attributable to owners of the parent
		Ordinary	Share	Other	Retained	Total
		shares	premium	reserves	earnings	equity
	Note	£m	£m	£m	£m	£m
At 1 October 2023		12	548	189	658	1,407
Profit for the y ear		–	–	–	323	323
Other comprehensive expense:
Exchange differences on translating foreign operations
and net investment hedges	14.3	–	–	(101)	–	(101)
Actuarial loss on post-employment benefit obligations	10	–	–	–	(2)	(2)
Total comprehensive (expense)/income
for the year ended 30 September 2024		–	–	(101)	321	220
Transactions with owners:
Employee share option scheme—value of employee services
including deferred tax	14.4	–	–	–	62	62
Proceeds from issuance of treasury shares	14.4	–	–	–	9	9
Cancellation of ordinary shares	14.1, 14.4	(1)	–	–	1	–
Share buyback programme	14.4	–	–	–	(351)	(351)
Purchase of shares by Employee Benefit Trust	14.4	–	–	–	(55)	(55)
Dividends paid to owners of the parent	14.4, 14.5	–	–	–	(199)	(199)
Total transactions with owners
for the year ended 30 September 2024		(1)	–	–	(533)	(534)
At 30 September 2024		11	548	88	446	1,093

Consolidated statement of changes in equity

For the year ended 30 September 2024

178 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

						Attributable to owners of the parent
		Ordinary	Share	Other	Retained	Total
		shares	premium	reserves	earnings	equity
	Note	£m	£m	£m	£m	£m
At 1 October 2022		12	548	267	570	1,397
Profit for the y ear		–	–	–	211	211
Other comprehensive (expense) / income:
Exchange differences on translating foreign operations
and net investment hedges	14.3	–	–	(82)	–	(82)
Cash flow hedges	13.5, 14.3	–	–	4	–	4
Total comprehensive (expense) / income
for the year ended 30 September 2023		–	–	(78)	211	133
Transactions with owners:
Employee share option scheme—value of employee services
including deferred tax	14.4	–	–	–	57	57
Proceeds from issuance of treasury shares	14.4	–	–	–	11	11
Purchase of shares by Employee Benefit Trust	14.4	–	–	–	(1)	(1)
Dividends paid to owners of the parent	14.4, 14.5	–	–	–	(190 )	(190 )
Total transactions with owners
for the year ended 30 September 2023		–	–	–	(123)	(123)
At 30 September 2023		12	548	189	658	1,407

Consolidated statement of changes in equity

For the year ended 30 September 2023

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 179

Strategic Report Financial Statements

		2024	2023
	Note	£m	£m
Cash flows from operating activities
Cash generated from continuing operations	12.1	625	505
Interest paid		(43)	(33)
Income tax paid		(91)	(85)
Net cash generated from operating activities		491	387
Cash flows from investing activities
Purchase of equity investment		(2)	–
Acquisition of subsidiaries, net of cash acquired	15.1	(30)	(26)
Purchases of intangible assets		(18)	(17)
Purchases of property, plant and equipment	7	(19)	(5)
Proceeds from disposals of property, plant and equipment	7	9	–
Interest received	3.5	19	12
Net cash used in investing activities		(41)	(36)
Cash flows from financing activities
Proceeds from borrowings	12.2	–	440
Repayments of borrowings	12.2	–	(353)
Capital element of lease payments	12.2	(16)	(18)
Borrowing costs		(1)	(3)
Share buyback programme	14.4	(348)	–
Proceeds from issuance of treasury shares		9	11
Purchase of shares by Employee Benefit Trust	14.4	(55)	(1)
Dividends paid to owners of the parent	14.5	(199)	(190)
Net cash used in financing activities		(610)	(114)
Ne t (decrease)/increase in cash and cash equivalents (before exchange rate movement)		(160)	237
Effects of exchange rate movement	12.2	(28)	(30)
Net ( decrease)/increase in cash and cash equivalents		(188)	207
Cash, cash equivalents and bank overdrafts at 1 October	12.2	696	489
Cash, cash equivalents and bank overdrafts at 30 September	12.2	508	696

Consolidated statement of cash flows

For the year ended 30 September 2024

180 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

1 Basis of preparation and accounting estimates and judgements

Accounting policies applicable across the financial statements are shown below. Accounting policies that are specific

to a component of the financial statements have been incorporated into the relevant note.

Basis of preparation

The consolidated financial statements of The Sage Group plc. have been prepared in accordance with UK-IFRS in conformity

with the requirements of the Companies Act 2006 and also prepared in accordance with International Financial Reporting

Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

UK-IFRS can differ in certain respects from IFRS as issued by the IASB. The differences have no impact on the Group’s

consolidated financial statements for the years presented.

The consolidated financial statements have been prepared under the historical cost convention, except where adopted IFRS

require an alternative treatment. The principal variations from the historical cost convention relate to derivative financial

instruments and equity investments which are measured at fair value. In preparation of the financial statements in the current

year, management have removed non-GAAP information (i.e. underlying measures) from the consolidated income statement

that were presented in previous years, in order to simplify the report by limiting the primary statements to information

prepared under UK-IFRS.

The financial statements of the Group comprise the financial statements of the Company and entities controlled by the

Company (its subsidiaries) prepared at the end of the reporting period. The accounting policies have been consistently applied

across the Group. The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement with

the entity and has the ability to affect those returns through its power over the entity, which is usually from the date

of acquisition.

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

New or amended accounting standards

There are no accounting standards, amendments, or interpretations effective for the first time this financial year that have had

a material impact on the Group. No standards have been early adopted during the year.

The Directors also considered the impact on the Group of new and revised accounting standards, interpretations, or

amendments which have been issued but were not effective for the Group for the year ended 30 September 2024.

On 9 April 2024, the IASB issued a new standard, IFRS 18 “Presentation and Disclosure in Financial Statements”, which if

adopted by the UK Endorsement Board, will be effective for annual reporting periods beginning on or after 1 January 2027. While

IFRS 18 will not impact the recognition or measurement of items in the financial statements, it will likely result in changes to

how Sage presents certain information. The Group is in the process of assessing the impact that the application of this standard

will have on the Group’s financial statements when first applied.

No other new or revised accounting standards, interpretations, or amendments which have been issued but were not effective

are expected to have a material impact on the Group’s financial statements when first applied.

Notes to the consolidated financial statements

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 181

Strategic Report Financial Statements

1 Basis of preparation and accounting estimates and judgements continued

Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance, and position,

are set out in the Strategic Report on pages 1 to 74.

In preparing these financial statements, the Directors have reviewed and approved a going concern assessment which considers

the liquidity forecast of the Group for the period through to 31 March 2026 (the going concern assessment period). The liquidity

forecast reflects the expected impact of economic conditions on trading, including the current inflationary environment. More

specifically, full consideration has been given to the potential risks and uncertainties linked to the changing macroeconomic

environment, and the possible impact on the Group’s customer base.

In light of this, we note that the Group’s operational and financially robust position is supported by:

• High-quality recurring and subscription-based revenue;

• Resilient cash generation and robust liquidity (see note 12), supported by strong underlying cash conversion of 123%,

reflecting the strength of the subscription business model; and

• A well-diversified small and medium-sized customer base which is geographically diverse.

In preparing the going concern assessment, scenario-specific stress testing has been performed, with the level of churn

assumptions increasing by 75%, and a significant reduction in the level of new customer acquisition and sales to existing

customers. Under these scenarios, the Group continues to have sufficient resources to continue in operational existence

without the need to seek additional financing. If more severe impacts occur there are further controllable mitigating actions

which can be taken to protect liquidity, including the reduction of discretionary spend. Stress testing has also been performed

as part of the severe but plausible scenarios (as described within the Viability Statement on pages 73 to 74).

The Directors have also reviewed the results of reverse stress testing performed to provide an illustration of the level of churn

and deterioration in new customer acquisition which would be required to exhaust available liquidity down to minimum working

capital requirements. The result of the reverse stress testing has highlighted that such a scenario would only arise following a

significant deterioration in performance, well in excess of the assumptions considered in the stress testing scenarios above.

The probability of these factors occurring is deemed to be remote given the resilient nature of the subscription business model,

robust balance sheet, and continued strong cash conversion.

After making enquiries, the Directors have a reasonable expectation that Sage has adequate resources to continue in

operational existence throughout the going concern assessment period. Accordingly, the consolidated and Parent Company

financial information has been prepared on a going concern basis.

Further details for adopting the going concern basis are set out in the Directors’ Report on pages 156 to 161.

Notes to the consolidated financial statements continued

182 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

1 Basis of preparation and accounting estimates and judgements continued

Foreign currencies

The consolidated financial statements are presented in sterling, which is the functional currency of the Parent Company and

the presentation currency for the consolidated financial statements.

Foreign currency transactions are recorded at the rates of exchange prevailing on the dates of the transactions. Foreign

currency monetary items are translated at the rates prevailing at the end of the reporting period. Non-monetary items that

are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included

in profit or loss for the period, except for foreign currency movements on intercompany balances where settlement is not

planned or likely in the foreseeable future, in which case they are recognised in other comprehensive income. Foreign exchange

movements on external borrowings and derivative financial instruments which are designated as a hedge of the net investment

in its related subsidiaries are recognised in the translation reserve.

The assets and liabilities of the Group’s subsidiaries outside the UK are translated into sterling using period-end exchange

rates. Income and expense items are translated at the average exchange rates for the period. Where differences arise between

these rates, they are recognised in other comprehensive income and the translation reserve. Foreign exchange movements on

derivative financial instruments which are designated in cash flow hedge relationships are included in the profit or loss for the

period, to offset foreign currency movements in the hedged item.

When a foreign operation is partially disposed of or sold, exchange differences that were recorded in other comprehensive

income are recycled in the income statement as part of the gain or loss on sale, with the exception of exchange differences

recorded in equity prior to the transition to IFRS on 1 October 2004, in accordance with IFRS 1 “First-time Adoption of

International Financial Reporting Standards”.

Climate change

In preparing the consolidated financial statements, management has considered the impact of climate change, with particular

reference to the disclosures provided in the Strategic Report.

As a business, we are committed to reducing our carbon emissions and target achieving net zero by 2040. We support our

customers, small and mid-sized businesses, in achieving net zero by sharing the knowledge, technology and skills to be a

driving force for change. We have continued to support more broadly by advocating for enabling policies and standards that

support a transition to a low-carbon economy.

We recognise the importance of identifying and effectively managing the physical and transitional risks that climate change

poses to our operations and consider the impact of climate-related matters, including legislation, on our business.

The climate change scenario analyses undertaken in line with Task Force on Climate-related Financial Disclosures (TCFD)

recommendations did not identify any material impact on the Group’s financial results, going concern or viability.

More specifically:

• In preparing the viability assessment, consideration has been given to the potential impact of climate change over the next

three years, as set out in the Strategic Report. No material impact has been identified at this stage.

• Climate change-related factors on matters including residual values, useful lives and depreciation and amortisation periods

which relate to non-current assets have also been considered, with no impact identified at this stage.

• In our future forecasts used for goodwill impairment and the going concern assessment, we have considered the extent to

which costs associated with our climate-related commitments have been considered, as well as broader societal

commitments. These commitments do not have a material impact.

• We have also considered the extent to which climate change could impact longer-term economic growth, which may impact

long-term growth rates used in the goodwill impairment test. Sensitivity testing demonstrates that all cash-generating units

retain sufficient headroom.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 183

Strategic Report Financial Statements

1 Basis of preparation and accounting estimates and judgements continued

Accounting estimates and judgements

The preparation of financial statements requires the use of accounting estimates and judgements by management. It also

requires management to exercise its judgement in the process of applying the accounting policies. We continually evaluate our

estimates and judgements based on available information.

Management has determined that there are no areas of estimation uncertainty that could be significant under IAS 1,

“Presentation of Financial Statements”, being areas of estimation uncertainty with a significant risk of a material change

to the carrying value of assets and liabilities within the next financial year.

Other key estimates are made when preparing the financial statements, which, while not meeting the definition of a significant

estimate under IAS 1, involve the measurement of certain material assets or a higher degree of complexity.

Significant judgements are those made by management in applying our accounting policies that have a material impact on the

amounts presented in the financial statements.

Management’s rationale in relation to these key accounting estimates and significant judgements are regularly assessed and,

where material in value or in risk, are discussed with the Audit and Risk Committee. These areas are discussed in further

detail below:

Revenue recognition (judgement)

Over a third of the Company’s revenue is generated from sales to business partners rather than end users. The key judgement is

determining whether the business partner is a customer of the Group. The key criterion in this determination is whether the

business partner has taken control of the product. Considering the nature of Sage’s subscription products and support services,

this is usually assessed based on whether the business partner has responsibility for payment, has discretion to set prices,

and takes on the risks and rewards of the product from Sage.

Where the business partner is a customer of Sage, discounts are recognised as a deduction from revenue.

Where the business partner is not a customer of Sage and their part in the sale has simply been in the form of a referral, they

are remunerated in the form of a commission payment. These payments are treated as contract acquisition costs (see note 8.1).

Goodwill impairment (estimate)

The estimates applied in calculating the value in use of the cash-generating units being tested for impairment are a source of

estimation uncertainty. The key estimates considered in the calculation relate to the future performance expectations of the

business and include the average medium-term revenue growth rate, the long-term growth rate of net operating cash flows and

the discount rate.

Further information on these key estimates, as well as the level at which goodwill is monitored and the results of sensitivity

analysis are disclosed in note 6.1.

Business combinations (judgement and estimate)

When the Group completes a business combination, the consideration transferred for the acquisition and the identifiable

assets and liabilities are recognised at their fair values. The amount by which the consideration exceeds the net assets

acquired is recognised as goodwill. The application of accounting policies to business combinations involves judgement

and the use of estimates.

On 9 September 2024, the Group acquired a 100% controlling interest in Infineo SAS (“Infineo”) which constituted a significant

business combination (see note 15.1). The key areas of judgement include the identification and subsequent measurement of

acquired intangible assets. However, in line with IFRS 3, the initial accounting for the acquisition of Infineo is provisional as at

30 September 2024. The residual excess of consideration over the net assets acquired has been provisionally recognised as

unallocated goodwill. No goodwill is expected to be deductible for tax purposes. Adjustments to provisional amounts will be

made within the permitted measurement period where they reflect new information obtained about facts and circumstances

that were in existence at the acquisition date. It is expected that the acquisition accounting will be finalised within 12 months.

Notes to the consolidated financial statements continued

184 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

2 Segment information

This note shows how Group revenue and Group operating profit are generated across the three reportable segments in

which we operate as listed in the accounting policy below.

For each reportable segment, revenue and operating profit are compared to prior year in order to understand the

movements in the year. This comparison is provided for statutory, underlying, and organic revenue and statutory,

underlying, and organic operating profit.

• Statutory results reflect the Group’s results prepared in accordance with the requirements of IFRS.

• “Underlying” and “underlying as reported” are non-GAAP measures. Underlying measures are adjusted to exclude

items which in management’s judgement need to be disclosed separately by virtue of their size, nature or frequency.

These measures are considered key measures within the business which aid understanding of the performance for the

year and comparability between periods. The items excluded comprise both: a) Recurring items which include

purchase price adjustments including amortisation of acquired intangible assets and adjustments made to reduce

deferred income arising on acquisitions, acquisition-related items and unhedged FX on intercompany balances; and

b) Non-recurring items that management judges 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. Management applies

judgement in determining which items should be excluded from underlying performance. See note 3.6 for details of

these adjustments.

In addition, underlying measures are presented on a constant currency basis with prior year amounts translated at current

year exchange rates. Prior year underlying amounts at prior year exchange rates are “underlying as reported”; prior year

and current year amounts at current year exchange rates are “underlying”.

• Organic is a non-GAAP measure. In addition to the adjustments made to the underlying measures, the contributions

from discontinued operations, disposals, and assets held for sale of standalone businesses in the current and prior

period are removed so that results can be compared to the prior year on a like-for-like basis. Results from acquired

businesses are excluded in the year of acquisition. Adjustments are made to the comparative period to present prior

period acquired businesses as if these had been part of the Group throughout the prior period. Acquisitions and

disposals which occurred close to the start of the opening comparative period where the contribution impact would

be immaterial are not adjusted.

In addition, the following reconciliations are made in this note:

• Statutory revenue per segment reconciled to the statutory profit for the year as per the income statement.

• Statutory operating profit per segment reconciled to the statutory operating profit for the year as per the

income statement.

• Statutory revenue reconciled to underlying revenue per segment (detailing the adjustments made).

• Statutory operating profit reconciled to underlying operating profit per segment (detailing the adjustments made).

Non-GAAP measures should not be viewed in isolation, nor are considered as a substitute for measures reported in

accordance with IFRS.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 185

Strategic Report Financial Statements

2 Segment information continued

Accounting policy

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. The Group’s Executive Leadership Team (ELT) has been

identified as the chief operating decision maker, in accordance with their designated responsibility for the allocation of

resources to operating segments and assessing their performance through the Monthly Execution & 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.

With effect from 1 October 2023, 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.

Prior to this date, the Group was organised into seven operating segments: North America, UK & Ireland, Central

Europe (Germany, Austria and Switzerland), France, Iberia (Spain and Portugal), Africa and the Middle East, and Asia

(including Australia).

The UKIA operating segment is the aggregation of the previously identified UK & Ireland, Africa and the Middle East,

and Asia (including Australia) segments, while the Europe operating segment is the aggregation of the previously

identified Central Europe, France and Iberia operating segments. There have been no changes to the North America

operating segment.

Two of the reportable segments presented above, North America and Europe, remain consistent with the reportable

segments identified in the previous annual financial statements for the year ended 30 September 2023. However in

previous years, the UKIA reportable segment was disaggregated and presented as two reportable segments, UK & Ireland

and Africa & APAC.

Therefore, the financial data presented in the following tables for the comparative period (year ended 30 September 2023)

has been restated to aggregate the two historic reportable segments into the newly identified UKIA.

Segment reporting

The tables overleaf show a segmental analysis of the results for continuing operations.

The revenue analysis in the table overleaf 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.

Revenue categories are defined in note 3.1.

Notes to the consolidated financial statements continued

186 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

2 Segment information continued

2.1 Revenue by segment

				Year ended 30 September 2024			Change
		Underlying		Organic
	Statutory	adjustments	Underlying	adjustments	Organic
	£m	£m	£m	£m	£m	Statutory	Underlying	Organic
Recurring revenue b y segment
North America	1 ,028	–	1 ,028	–	1 ,028	9%	13%	12%
UKIA	655	–	655	–	655	7%	8%	8%
Europe	574	–	574	–	574	6%	8%	8%
Recurring revenue	2,257	–	2,257	–	2,257	8%	10%	10%
Other revenue b y segment
North America	24	–	24	–	24	(15%)	(12%)	(12%)
UKIA	1 5	–	1 5	–	1 5	(4%)	(1%)	(1%)
Europe	36	–	36	–	36	(15%)	(14%)	(14%)
Other revenue	75	–	75	–	75	(13%)	(11%)	(11%)
Total revenue b y segment
North America	1 ,052	–	1 ,052	–	1 ,052	8%	12%	12%
UKIA	670	–	670	–	670	7%	8%	8%
Europe	610	–	610	–	610	5%	6%	6%
Total revenue	2,332	–	2,332	–	2,332	7%	9%	9%

				Year ended 30 September 2024			Change
		Underlying		Organic
	Statutory	adjustments	Underlying	adjustments	Organic
	£m	£m	£m	£m	£m	Statutory	Underlying	Organic
Total recurring revenue
by type
Software Subscription Revenue	1 ,910	–	1 ,910	–	1 ,910	10%	13%	13%
Other Recurring Revenue	347	–	347	–	347	(5%)	(2%)	(2%)
Recurring revenue	2,257	–	2,257	–	2,257	8%	10%	10%
Other revenue	75	–	75	–	75	(13%)	(11%)	(11%)
Total revenue	2,332	–	2,332	–	2,332	7%	9%	9%

Governance Report Additional Information

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Strategic Report Financial Statements

2 Segment information continued

2.1 Revenue by segment continued

							Year ended 30 September 2023 (Restated)
				Impact of
		Underlying	Underlying as	foreign		Organic
	Statutory	adjustments	reported	exchange	Underlying	adjustments *	Organic
	£m	£m	£m	£m	£m	£m	£m
Recurring revenue b y segment
North America	944	–	944	(31)	913	1	914
UKIA**	611	–	611	(7)	604	–	604
Europe	541	–	541	(10)	531	–	531
Recurring revenue	2,096	–	2,096	(48)	2,048	1	2,049
Other revenue b y segment
North America	29	–	29	(2)	27	–	27
UKIA**	16	–	16	–	16	–	16
Europe	43	–	43	(1)	42	–	42
Other revenue	88	–	88	(3)	85	–	85
Total revenue b y segment
North America	973	–	973	(33)	940	1	941
UKIA**	627	–	627	(7)	620	–	620
Europe	584	–	584	(11)	573	–	573
Total revenue	2,184	–	2,184	(51)	2,133	1	2,134

							Year ended 30 September 2023
				Impact of
		Underlying	Underlying as	foreign		Organic
	Statutory	adjustments	reported	exchange	Underlying	adjustments *	Organic
	£m	£m	£m	£m	£m	£m	£m
Total recurring revenue b y t y pe
Software Subscription Revenue	1,732	–	1,732	(38)	1,694	1	1,695
Other Recurring Revenue	364	–	364	(10)	354	–	354
Recurring revenue	2,096	–	2,096	(48)	2,048	1	2,049
Other revenue	88	–	88	(3)	85	–	85
Total revenue	2,184	–	2,184	(51)	2,133	1	2,134

Notes:

* Adjustments relate to the acquisition of Corecon in the previous year.

** Previously disaggregated into two reportable segments, i) UK & Ireland and ii) Africa & APAC.

Notes to the consolidated financial statements continued

188 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

2 Segment information continued

2.2 Operating profit by segment

				Year ended 30 September 2024			Change
		Underlying		Organic
	Statutory	adjustments	Underlying	adjustments	Organic
	£m	£m	£m	£m	£m	Statutory	Underlying	Organic
Operating profit b y segment
North America	1 92	43	235	–	235	51%	26%	26%
UKIA	1 55	33	1 88	–	1 88	94%	3 7 %	3 7 %
Europe	1 05	1	1 06	–	1 06	(3%)	(7%)	(7%)
Total operating profit	452	77	529	–	529	43%	21%	21%

					Year ended 30 September 2023 (Restated)
				Impact of
		Underlying	Underlying as	foreign		Organic
	Statutory	adjustments	reported	exchange	Underlying	adjustments	Organic
	£m	£m	£m	£m	£m	£m	£m
Operating profit b y segment
North America	127	71	198	(11 )	187	–	187
UKIA*	80	60	140	(3 )	137	–	137
Europe	108	10	118	(4)	114	–	114
Total operating profit	315	141	456	(18)	438	–	438

Note:

* Previously disaggregated into two reportable segments, i) UK & Ireland and ii) Africa & APAC.

The results by segment from continuing operations were as follows:

		North
		America	UKIA	Europe	Group
Year ended 30 September 2024	Note	£m	£m	£m	£m
Revenue		1 ,052	670	610	2,332
Segment statutor y operating profit		1 92	1 55	1 05	452
Finance income	3.5				1 9
Finance costs	3.5				(45)
Profit before income tax					426
Income tax expense	4				(103)
Profit for the y ear					323

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 189

Strategic Report Financial Statements

2 Segment information continued

2.2 Operating profit by segment continued

Reconciliation of underlying operating profit to statutory operating profit:

		North
		America	UKIA	Europe	Group
Year ended 30 September 2024	Note	£m	£m	£m	£m
Underlying operating profit		235	1 88	1 06	529
Amortisation of acquired intangible assets	3.6	(24)	(20)	(4)	(48)
Other acquisition-related items	3.6	(19)	(13 )	(2)	(34 )
Non-recurring items	3.6	–	–	5	5
Statutor y operating profit		1 92	1 55	1 05	452

The results by segment from continuing operations were as follows:

		North
		America	UKIA *	Europe	Group
Year ended 30 September 2023 (Restated)	Note	£m	£m	£m	£m
Revenue		973	627	584	2,184
Segment statutor y operating profit		127	80	108	315
Finance income	3.5				12
Finance costs	3.5				(45 )
Profit before income tax					282
Income tax expense	4				(71 )
Profit for the y ear					211

Reconciliation of underlying operating profit to statutory operating profit:

		North
		America	UKIA *	Europe	Group
Year ended 30 September 2023 (Restated)	Note	£m	£m	£m	£m
Underlying operating profit as reported		198	140	118	456
Amortisation of acquired intangible assets	3.6	(26)	(25)	(3)	(54)
Other acquisition-related items	3.6	(19)	(29)	(1)	(49)
Non-recurring items	3.6	(26)	(6)	(6)	(38)
Statutor y operating profit		127	80	108	315

Note:

* Previously disaggregated into two reportable segments, i) UK & Ireland and ii) Africa & APAC.

No impairment losses are reported by the Group during the year. In the prior year, impairment losses of £22m reported by the

Group, and included as a non-recurring item, relate to the impairment of assets arising from the property restructuring

programme. See note 3.6.

Notes to the consolidated financial statements continued

190 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

2 Segment information continued

2.3 Analysis by geographic location

Management considers countries which generate 10% or more of total Group revenue to be material. Additional disclosures have

been provided below to show the proportion of revenue from these countries.

	2024	2023
Revenue by individually significant countries	£m	£m
USA	918	846
UK	479	443
France	309	295
Other individually immaterial countries	626	600
	2,332	2,184

Management considers countries which contribute 10% or more to total Group non-current assets to be material. Additional

disclosures have been provided below to show the proportion of non-current assets from these countries.

Non-current assets presented below exclude deferred tax assets and financial instruments.

	2024	2023
Non-current assets by geographical location	£m	£m
USA	1 ,491	1,657
UK	551	566
France	279	264
Other individually immaterial countries	268	270
	2,589	2,757

3 Profit before income tax

This note sets out the Group’s profit before tax, by looking in more detail at the key operating costs, including

a breakdown of the costs incurred as an employer, research and development costs, the cost of the external audit of the

Group’s financial statements, and finance costs. This note also sets out the Group’s revenue recognition policy.

In addition, this note explains the accounting applied to leases entered into by the Group as a lessee and analyses the

amounts recognised for leases on the balance sheet and in the income statement.

This note also provides a breakdown of any material recurring and non-recurring items that have been reported separately

on the face of the income statement.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 191

Strategic Report Financial Statements

3 Profit before income tax continued

3.1 Revenue

Accounting policy

The Group reports revenue under two revenue categories and the basis of recognition for each category is described below:

Category and examples		Accounting treatment
Recurring revenue		Recurring revenue is revenue earned from customers for the provision of a good or
Subscription revenue		service over a contractual term, with the customer being unable to continue to benefit
Other recurring revenue		from the full functionality of the good or service without ongoing payments.
		Subscription revenue is recurring revenue earned from customers for the provision of
		a good or service over a contractual term. In the event that the customer stops paying,
		they lose the legal right to use the software, and the Group has the ability to restrict
		the use of the product or service.
		Other recurring revenue primarily comprises maintenance and support revenue
		provided over a contractual term. In the event that the customer stops paying, they
		l ose access to technical product support as well as any non-specified updates,
		upgrades and enhancements. Other recurring revenue also includes transaction
		and agent fees for transactional services which are billed on a consumption or
		per-unit basis.
		Subscription revenue and other recurring revenue are usually recognised on a
		straight-line basis over the term of the contract as control is transferred to the
		customer (including non-specified upgrades, when included). An exception is revenue
		from term licences embedded within a subscription contract for software with
		significant standalone functionality which are expected to recur upon renewal of the
		subscription offering. Revenue for these term licences is recognised when control is
		transferred at inception of each subscription contract period. Further, revenue billed
		on a consumption or per-unit basis is recognised as the services are utilised.
Other revenue		Revenue relating to perpetual software licences with significant standalone
Software and software-		functionality and upgrades to such licenses is recognised when the control relating
related services		to the licence has been transferred, which is typically when electronic delivery has
		taken place.
•	Perpetual software licences
•	Upgrades to perpetual licences	Professional services and training revenue is usually recognised when delivered, or by
•	Professional services	reference to the stage of completion of the transaction at the end of the reporting
		period. This assessment is made by comparing the proportion of contract costs
•	Training	incurred to date to the total expected costs to completion.

Identification of performance obligations

When the Group enters into an agreement with a customer, goods and services deliverable under the contract are

identified as separate performance obligations to the extent that the customer can benefit from the goods or services on

their own and that the separate goods and services are considered distinct from other goods and services in the

agreement. Where individual goods and services do not meet the criteria to be identified as separate performance

obligations, they are aggregated with other goods and/or services in the agreement until a separate performance

obligation is identified.

Typically, the products and services outlined in the categories of revenue section qualify as separate performance

obligations and the portion of the contractual fee allocated (or allocated based on the standalone selling prices)

to them is recognised separately. However, certain on-premise subscription contracts, which combine the delivery

of on-premise software and maintenance and support services, require unbundling. Sage’s cloud native services do not

require unbundling as the terms do not provide the customer with a right to terminate the hosting contract and take

possession of the software.

Notes to the consolidated financial statements continued

192 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

3 Profit before income tax continued

3.1 Revenue continued

Determination of transaction price and standalone selling prices

The Group determines the transaction price it is entitled to in return for providing the promised obligations to the

customer based on the committed contractual amounts, net of sales taxes and discounts. Contract terms generally

are monthly or annual, and customers either pay up-front or over the term of the related service agreement.

The transaction price is allocated between the identified obligations according to the relative standalone selling

prices (SSPs) of the performance obligations. The SSP of each performance obligation deliverable in the contract is

determined according to the prices that the Group would obtain by selling the same goods and/or services included in the

performance obligation to a similar customer on a standalone basis. The Group has established a hierarchy to identify the

SSPs that are used to allocate the transaction price of a customer contract to the performance obligations in the contract.

Where SSPs for on-premise offerings are observable and consistent across the customer base, SSP estimates are derived

from pricing history. Where there are no directly observable estimates available, comparable products are utilised as a

basis of assessment or the residual approach is used. Under the residual approach, the SSP for the offering is estimated

to be the total transaction price less the sum of the observable SSPs of other goods or services in the contract.

Timing of recognition

Revenue is recognised when the respective performance obligations in the contract are delivered to the customer

and payment remains probable.

• Licences for standard on-premise software products are typically delivered by providing the customer with access to

download the software. The licence period starts when such access is granted and the customer therefore has control

over the software. For licences which are dependent on updates for ongoing functionality, the Group recognises

revenue rateably over the term of the contract. Typically, this includes our payroll and tax compliance software.

• Where the Group’s performance obligation is the grant of a right to continuously access a cloud offering for a certain

term, revenue is recognised rateably over the term of the contract.

• Maintenance and support revenue is typically recognised based on time elapsed and thus rateably over the term of the

support arrangement. Typically, the Group’s performance obligation is to stand ready to provide technical product

support and unspecified updates, upgrades, and enhancements on a when-and-if-available basis. The customers

simultaneously receive and consume the benefits of these services.

• Professional services and classroom training revenue are typically recognised as they are delivered. Where the Group

stands ready to provide the service (such as access to learning content), revenue is recognised based on time elapsed

and thus rateably over the service period.

• Consumption-based services are recognised as the services are utilised.

Identification of contract with the customer

When the Group sells goods or services through a business partner, a key consideration is determining whether the

business partner or the end user is Sage’s customer. The key criterion in this determination is whether the business

partner has taken control of the product. Considering the nature of Sage’s subscription products and support services,

this is usually assessed based on whether the business partner has responsibility for payment, has discretion to set

prices, and takes on the risks and rewards of the product from Sage. See “Accounting estimates and judgements”

in note 1 for details.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 193

Strategic Report Financial Statements

3 Profit before income tax continued

3.1 Revenue continued

3.2 Operating profit

Accounting policy

Cost of sales includes items such as third-party royalties, hosting costs, transaction, and credit card fees related to the

provision of payment processing services and the cost of hardware and inventories. These also include the third-party

costs of providing training and professional services to customers. All other operating expenses incurred in the ordinary

course of business are recorded in selling and administrative expenses.

		2024	2023
The following items have been included in arriving at operating profit from continuing operations	Note	£m	£m
Staff costs		1 ,006	1,048
Depreciation of property, plant and equipment	7	29	39
Impairment of property, plant and equipment	3.6, 7	–	22
Amortisation of intangible assets	6.2	67	69
Customer acquisition amortisation expense	8.1	1 57	147
Other M&A activity-related items	3.6	34	49

The Group incurred £344m (2023: £342m) of research and development expenditure in the year, of which £300m (2023: £295m)

relates to total Group staff costs included above. See note 6.2 for the research and development accounting policy.

Services provided by the Group’s auditor and network firms

During the year, the Group obtained the following services from the Group’s auditor at costs as detailed below:

	2024	2023
	£m	£m
Fees payable to the Group’s auditor for the audit of the Company and the consolidated accounts	3	3
Fees payable to the Group’s auditor for the audit of the Company’s subsidiaries	3	3
Total fees	6	6

Fees payable to the Group’s auditor for audit-related assurance services (including costs relating to the half-year review) and

other non-audit services were £nil (2023: £nil).

A summary of the Board’s policy in respect of the procurement of non-audit services for the Group’s auditor is set out

on pages 114 and 115.

Principal versus agent considerations

When the Group has control of third-party goods or services prior to delivery to a customer, then the Group is the principal

in the sale to the customer. As a principal, receipts from customers and payments to suppliers are reported on a gross

basis in revenue and cost of sales.

If the Group does not have control of third-party goods or services prior to transfer to a customer, then the Group is acting

as an agent for the supplier and revenue in respect of the relevant obligations is recognised net of any related payments

to the supplier and reported revenue represents the margin earned by the Group.

Whether the Group is considered to be the principal or an agent in the transaction depends on analysis by management

of both the legal form and substance of the agreement between the Group and its supplier. This takes into account

whether Sage bears the price, inventory, and performance risks associated with the transaction.

Practical expedients

As the majority of contracts have a term of one year or less, the Group has applied the following practical expedients:

• The aggregate transaction price allocated to the unsatisfied or partially unsatisfied performance obligations at the

end of the reporting period is not disclosed.

• Any financing component is not considered when determining the transaction price.

Notes to the consolidated financial statements continued

194 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

3 Profit before income tax continued

3.3 Employees and Directors

	2024	2023
Average monthly number of people employed (including Directors)	number	number
By segment:
North America	2,662	2,823
U K IA*	5,008	5,252
Europe	3,326	3,490
	1 0,996	11,565

Note:

* Previously disaggregated into two reportable segments, i) UK & Ireland and ii) Africa & APAC.

		2024	2023
Staff costs (including Directors on service contracts)	Note	£m	£m
Wages and salaries		907	922
Social security costs		1 18	119
Post-employment benefits	10	31	30
Share-based payments	14.2	56	49
		1 ,112	1,120

Staff costs include a total of £67m of capitalised commission costs which are amortised over the expected contract life

including probable contract renewals (2023: £72m); see note 8.1.

	2024	2023
Key management compensation	£m	£m
Salaries and short-term employee benefits	1 2	10
Share-based payments	8	7
	20	17

Key management personnel are deemed to be members of the Group’s Executive Leadership Team and the Non-executive

Directors as shown on pages 78 to 81.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 195

Strategic Report Financial Statements

3 Profit before income tax continued

3.4 Leases

Accounting policy

The Group as lessee

The Group recognises lease assets and lease liabilities on the balance sheet for most of its leases to account for the right

to use leased items and the obligation to make future lease payments. Lease liabilities are measured at the present value

of future lease payments over the lease term. The lease term is determined as the non-cancellable term of the lease,

together with any periods covered by an option to extend the lease if the option is reasonably certain to be exercised,

or any periods covered by an option to terminate the lease, if the option is reasonably certain not to be exercised.

Lease payments normally include fixed payments (including in-substance fixed payments), a deduction for any lease

incentives receivable and variable lease payments that depend on an index or a rate. In the event that a lease includes

an exercise price for a purchase option that is reasonably certain to be exercised, or a termination penalty that is

reasonably certain to be incurred, these too are included in lease payments as are any amounts expected to be paid

under any residual value guarantees. Variable lease payments that do not depend on an index or a rate are not included

in the lease liability but are recognised as an expense when incurred.

Lease payments are discounted using the incremental borrowing rate applicable to the lease at the lease commencement

date, as the rate implicit in the lease cannot normally be readily determined. Lease assets are recognised at the amount

of the lease liability, adjusted where applicable for any lease payments made or lease incentives received before

commencement of the lease, direct costs incurred at the commencement of the lease and estimated restoration

costs to be incurred at the end of the lease.

Right-of-use assets are presented within property, plant and equipment, and depreciated on a straight-line basis over the

shorter of their useful life and the lease term. Their carrying amounts are measured at cost less accumulated depreciation

and impairment losses. Lease liabilities are presented within current and non-current borrowings. Over the lease term, the

carrying amounts of lease liabilities are increased to reflect interest on the liability and reduced by the amount of lease

payments made. A lease liability is remeasured if there is a modification, a change in the lease term or a change in lease

payments. The costs of these leases are recognised in the income statement split between the depreciation of the lease

asset and the interest charge on the lease liability. Depreciation is presented within selling and administrative expenses

and interest charges within finance costs.

This policy applies mainly to the Group’s leases for properties and vehicles. For short-term leases with a lease term of 12

months or less and leases of low-value items, the Group has elected to apply the exemptions available under the standard.

For these leases, rentals payable are charged to the income statement on a straight-line basis as an operating expense

presented within selling and administrative expenses. Where rent payments are prepaid or accrued, their balances are

reported under prepayments and accruals respectively. The low-value exemption has been applied to most of the Group’s

leases of IT and other office equipment.

The Group leases various offices and vehicles under non-cancellable lease agreements. Leases of properties have a range

of lease terms, up to a maximum of 15 years. Other leases are generally for lease terms of 3 or 4 years. Property leases

include various contractual terms, most commonly variable lease payments and termination and extension options.

Notes to the consolidated financial statements continued

196 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

3 Profit before income tax continued

3.4 Leases continued

The carrying amounts of right-of-use assets and their movements during the year are presented in note 7.

The carrying amounts of lease liabilities and their movements during the year are below.

			2024	2023
		Note	£m	£m
At 1 October			86	95
•	Additions		24	15
•	Disposals		–	(1 )
•	Interest charge in the year		2	3
•	Payment of lease liabilities		(18)	(21 )
•	Exchange movement		( 4 )	(5 )
At 30 September			90	86
Presented as:
Borrowings—current		12.4	1 5	14
Borrowings—non-current		12.4	75	72

The maturity analysis of lease liabilities is included in note 13.2.

Amounts recognised in profit and loss for leases are as follows:

		2024	2023
	Note	£m	£m
Depreciation of right-of-use assets		1 4	19
Impairment of right-of-use assets		–	19
Interest expense charge on lease liabilities	3.5	2	3
Lease expense from short-term leases and leases of low-value assets		5	5
(included in selling and administrative expenses)		2 1	46

Total cash outflows for leases in the year, including interest payments and outflows related to short-term leases and leases

of low-value assets, was £23m (2023: £26m). Cash flows in relation to short-term leases and leases of low value assets are

reported as part of cash flows from operating activities.

In the prior year, impairment of right-of-use assets of £19m related to property restructuring costs, with an additional £3m

of impairment costs incurred for other related fixed assets (see note 3.6).

The Group is exposed to potential future increases in variable lease payments that are based on an index or rate, which are

initially measured as at the commencement date, with any future changes in the index or rate excluded from the lease liability

until they take effect. If adjustments to lease payments based on an index or rate take effect, the lease liability will be

reassessed and adjusted against the right-of-use asset.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 197

Strategic Report Financial Statements

3 Profit before income tax continued

3.5 Finance income and costs

Accounting policy

Finance income and costs are recognised using the effective interest method. Finance costs are recognised in the income

statement simultaneously with the recognition of an increase in a liability or the reduction in an asset. Derivative

financial instruments are measured at fair value through profit or loss, within finance income and costs, unless they are

designated as a hedging instrument.

Where derivative financial instruments have been designated as hedging instruments in a cash flow hedge, and the

hedging relationship is effective, gains and losses on those instruments are accumulated in the cash flow hedge reserve.

The amount accumulated in the hedging reserve is reclassified to finance income or costs in the same period or periods

during which the expected future cash flows affect the profit or loss. Any ineffective portion of changes in the fair value

of the derivative financial instrument is recognised immediately in finance income or costs.

Where derivative financial instruments have been designated as hedging instruments in a net investment hedge, gains

or losses on those instruments are recognised in finance income and costs only to the extent the hedging relationship

is ineffective. Where the hedging relationship is effective, gains or losses are accumulated in the foreign currency

translation reserve.

Foreign currency movements on intercompany balances are recognised in the profit and loss account unless settlement

is not planned or likely in the foreseeable future, in which case they are recognised in other comprehensive income.

	20 24	2023
	£m	£m
Finance income:
Interest income on short-term deposits	1 9	12
Finance income	1 9	12
Finance costs:
Finance costs on bond notes	( 37 )	(31)
Finance costs on US senior loan notes	–	(6)
Finance costs on bank borrowings	( 4 )	(4)
Interest charge on lease liabilities	( 2 )	(3)
Amortisation of issue costs	(2)	(1)
Finance costs	(45)	(45)
Finance costs—net	(26)	(33)

Notes to the consolidated financial statements continued

198 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

3 Profit before income tax continued

3.6 Adjustments between underlying and statutory results

Accounting policy

The business is managed and measured on a day-to-day basis using underlying results. To arrive at underlying results,

certain adjustments are made for items that are individually important (due to their size, nature, or frequency).

Management applies judgement in determining which items should be excluded from underlying performance.

Recurring items

These are items which occur regularly, but the exclusion of which management considers necessary to aid understanding

of the underlying results of the Group. These items mainly relate to merger and acquisition (M&A) related-activity.

By its nature, M&A activity is variable in its impact but is likely to include amortisation of acquired intangible assets,

adjustments to acquired deferred income and acquisition and disposal-related costs, including integration costs relating

to an acquired business and acquisition-related remuneration (which are typically incurred over a period of one year or

more). Unhedged foreign currency movements on intercompany balances that are charged through the income statement

are excluded from underlying results, so that exchange rate impacts do not affect comparisons. Recurring items are

adjusted each year irrespective of materiality to ensure consistent treatment.

Non-recurring items

These are items which are non-recurring and are adjusted on the basis of either their size or their nature. These items

can include, but are not restricted to, gains and losses on the disposal of assets, impairment charges and reversals,

and restructuring-related costs. Whilst these items are described as non-recurring, similar costs, for example in relation

to different restructuring programmes or impairments of other assets, may arise in future periods. As these items are

one-off or non-operational in nature, management considers that their exclusion aids understanding of the Group’s

underlying business performance.

		Operating	Profit	Operating	Profit
		profit	before tax	profit	before tax
		2024	2024	2023	2023
		£m	£m	£m	£m
Statutor y measures		452	426	315	282
Recurring
•	Amortisation of acquired intangibles	48	48	54	54
•	Other M&A activity-related items	34	34	49	49
•	Foreign currency movements on intercompany balances	–	(1)	–	1
Non-recurring
•	Reversal of employee-related costs	(3)	(3)	9	9
•	Reversal of restructuring costs	(2)	(2)	(3)	(3)
•	Property restructuring costs	–	–	32	32
Underl y ing (as reported) measures		529	502	456	424

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 199

Strategic Report Financial Statements

3 Profit before income tax continued

3.6 Adjustments between underlying and statutory results continued

Recurring items

Acquired intangibles are assets which have previously been recognised as part of business combinations or similar

transactions. These assets are predominantly customer relationships and technology rights. Further details including

specific accounting policies in relation to these assets can be found in note 6.2.

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. £5m

(2023: £18m) of these costs have been paid in the year, while the remainder is expected to be paid in subsequent financial years.

Foreign currency movements on intercompany balances occur due to retranslation of unhedged intercompany balances other

than those where settlement is not planned or likely in the foreseeable future and resulted in a gain of £1m (2023: loss of £1m).

Non-recurring items

Net credits in respect of non-recurring items amounted to £5m (2023: net charge £38m).

Reversal of employee-related costs of £3m (2023: charge of £9m) relates to a charge for French payroll taxes relating

to previous years.

Reversal of restructuring costs of £2m (2023: £3m) largely relates to an unutilised provision recognised in 2021.

Property restructuring costs in the prior year related to the reorganisation of a number of leased properties following a

strategic review of the Group’s property portfolio. Costs of £32m consisted of impairment of £22m of right-of-use assets

and other related fixed assets that are no longer in use as well as a provision for directly attributable future running costs

associated with the properties.

See note 4 for the tax impact of these adjustments.

Notes to the consolidated financial statements continued

200 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

4 Income tax expense

This note analyses the tax expense for this financial year which includes both current and deferred tax. Current tax

expense represents the amount payable on this year’s taxable profits and any adjustments relating to prior years. Deferred

tax is an accounting adjustment to recognise liabilities or benefits that are expected to arise in the future due to

differences between the carrying values of assets and liabilities and their respective tax bases.

This note outlines the tax accounting policies, analyses the current and deferred tax expenses in the year and presents a

reconciliation between profit before tax in the income statement multiplied by the UK rate of corporation tax and the tax

expense for the year.

Accounting policy

The taxation expense for the year represents the sum of current tax and deferred tax. The expense is recognised in the

income statement, in the statement of comprehensive income or in equity according to the accounting treatment of the

related transaction.

Current tax is based on the taxable income for the period and any adjustment in respect of prior periods. Current tax is

calculated using tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases (note 11).

		2024	2023
Analysis of expense in the year	Note	£m	£m
Current income tax
Current tax on profit for the year		1 26	106
Adjustment in respect of prior years		( 1 )	(5 )
Current income ta x		1 25	101
Deferred ta x
Origination and reversal of temporary differences		(21)	(33 )
Adjustment in respect of prior years		(1)	3
Deferred ta x	11	(22 )	(30 )
The current year tax expense is split into the following:
Underlying tax expense		1 20	95
Tax credit on adjustments between the underlying and statutory operating profit		( 1 7 )	(24 )
Income tax expense reported in income statement		1 03	71

A deferred tax benefit of £2m (2023: £nil) relating to foreign currency derivatives and a benefit of £1m (2023: £nil) relating to

employee benefits have been recognised directly in other comprehensive income.

A current tax charge of £2m relating to foreign currency derivatives has been recognised directly in other comprehensive

income (2023: charge £1m).

A current tax benefit of £7m (2023: benefit £1m) and a deferred tax charge of £1m (2023: benefit £6m) relating to employee

benefits have been recognised in retained earnings.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 201

Strategic Report Financial Statements

4 Income tax expense continued

The effective tax rate for the year is lower (2023: higher) than the rate of UK corporation tax applicable to the Group of 25% (2023:

22%). The differences are explained below:

	2024	2023
	£m	£m
Profit before income ta x	426	282
Statutory profit before income tax multiplied by the rate of UK corporation tax of 25% (2023: 22%)	1 06	62
Tax effects of:
Adjustments in respect of prior years	( 2 )	(2)
Foreign tax rates in excess o f UK rate of tax	1	10
US tax reform	(4)	(5)
Non-deductible expenses and permanent items	1 3	12
Other corporate taxes (withholding tax, business tax)	5	6
Tax incentive claims	( 1 6 )	(16)
Corporate restructuring	–	4
At the effective income tax rate of 24% (2023: 25%)	1 03	71
Income tax expense reported in the income statement	1 03	71

The underlying effective tax rate for the year is lower (2023: higher) than the rate of UK corporation tax applicable to the Group

of 25% (2023: 22%). The differences are explained below:

	2024	2023
	£m	£m
Underl y ing profit before income ta x	502	424
Underlying profit before income tax multiplied by the rate of UK corporation tax of 25% (2023: 22%)	1 25	93
Tax effects of:
Adjustments in respect of prior years	( 3 )	(3)
Foreign tax rates in excess of UK rate of tax	1	13
US tax reform	(4)	(5)
Non-deductible expenses and permanent items	1 2	7
Other corporate taxes (withholding tax, business tax)	5	6
Tax incentive claims	( 1 6 )	(16)
At the effective income tax rate of 24% (2023: 23%)	1 20	95
Underl y ing tax expense	1 20	95

The effective tax rate on statutory profit before tax was 24% (2023: 25%), whilst the effective tax rate on underlying profit before

tax on continuing operations was 24% (2023: 23%).

The underlying effective tax rate is lower than the UK corporation tax rate applicable to the Group, 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.

The Group recognises certain provisions and accruals in respect of tax which involve a degree of estimation and uncertainty

where the tax treatment cannot finally be determined until a resolution has been reached by the relevant tax authority.

This approach resulted in a provision of £39m at 30 September 2024 (2023: £31m, of which £5m related to associated interest

costs that have been transferred to provisions in the current year; see note 9). The tax provision increased in the year principally

due to developments in the Group’s tax audits.

Notes to the consolidated financial statements continued

202 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

4 Income tax expense continued

The tax provision is sensitive to a number of issues which are not always within the control of the Group and are often dependent

on the efficiency of the legal processes in the relevant taxing jurisdictions in which the Group operates. Issues can take many

years to resolve and assumptions on the likely outcome have therefore been made by management.

Management has applied the principles set out in IFRIC 23 in determining the measurement of uncertain tax positions.

In making these estimates, management’s judgement was based on various factors including:

• The status of recent and current tax audits and enquiries;

• The results of previous claims; and

• Any changes to the relevant tax environment.

When making this assessment, the Group utilises our specialist in-house tax knowledge and experience of similar situations.

These judgements also, where appropriate, take into consideration specialist tax advice provided by third-party advisors.

Management continually assesses the impact of legislative developments in the jurisdictions in which we operate. The Group

expects its effective tax rate to increase by 1% in the medium term, depending on our future geographic profit mix and the level

of our innovation tax credits. The OECD’s Pillar Two global tax reform will apply to the Group from the financial year ended

30 September 2025. An initial assessment of this legislation has been completed and it is not expected to materially impact

the Group’s effective tax rate in future periods.

EU State Aid

The Group continues to monitor developments following the EU Commission’s decision published on 25 April 2019 that the UK’s

Controlled Foreign Company regime does not comply with EU State Aid rules in certain circumstances. In the financial year

ended 30 September 2021, the Group made a payment to HMRC of £10m following the EU Commission’s decision.

On 8 June 2022, the EU General Court dismissed the UK Government’s appeal and ruled in favour of the EU. Management

therefore reassessed the Group’s position on this matter in the financial year ended 30 September 2023 and concluded that it

was more likely than not that the EU Commission’s decision would be upheld. As such the £10m advance payment was recorded

as a payment against a corresponding tax provision.

On 19 September 2024, the Court of Justice of the European Union (CJEU) issued a judgement annulling the EU Commission’s

decision. As a result of the CJEU judgement, the UK Government is now expected to bring forward legislation to return payments

previously made by affected taxpayers.

Following the CJEU judgement, the Group, in accordance with IFRIC 23, has recognised a £10m receivable on the expectation

that the charge will be repaid in due course. This recognition of the £10m receivable is offset by an increase of a tax provision

of a similar amount for a separate but related matter, with no net impact on the income statement.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 203

Strategic Report Financial Statements

5 Earnings per share

This note sets out how earnings per share (EPS) is calculated. EPS is the amount of post-tax profit attributable to each

ordinary share. Diluted EPS shows what the impact would be if all potentially dilutive ordinary shares in respect of

exercisable share options were exercised and treated as ordinary shares at the year end.

This note also provides a reconciliation between the statutory profit figure, which ties to the consolidated income

statement, and the Group’s internal measure of performance, underlying profit. See note 3.6 for details of the adjustments

made between statutory and underlying profit before tax and note 4 for the tax impact on these adjustments.

Accounting policy

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. The Group has one class of dilutive potential

ordinary shares which are share options granted to employees where the exercise price is less than the average market

price of the Company’s ordinary shares during the year, where the vesting criteria are achieved at year end.

		Underlying
		as
	Underlying	reported * Underlying		Statutory	Statutory
Reconciliations of the earnings and weighted average number of shares	2024	2023	2023	2024	2023
Earnings attributable to owners of the parent** (£m)
Profit for the y ear	382	329	315	323	211
Number of shares (millions)
Weighted average number of shares	1 ,007	1,020	1,020	1 ,007	1,020
Dilutive effects of shares	1 8	16	16	1 8	16
	1 ,025	1,036	1,036	1 ,025	1,036
Earnings per share attributable to owners of the parent** (pence)
Basic earnings per share	37.91	32.25	30.92	32. 1 0	20.75
Diluted earnings per share	37.25	31.75	30.44	31.55	20.43

Notes:

* Underlying as reported is at 2023 reported exchange rates.

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

Notes to the consolidated financial statements continued

204 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

5 Earnings per share continued

		2024	2023
Reconciliation of earnings		£m	£m
Statutory profit for the year attributable to owners of the parent		323	211
Adjustments:
•	Amortisation of acquired intangible assets	48	54
•	Other M&A activity-related items	34	49
•	Property restructuring costs	–	32
•	Reversal of employee-related costs	(3)	9
•	Reversal of restructuring costs	(2)	(3)
•	Foreign currency movements on intercompany balances	(1)	1
•	Taxation on adjustments between underlying and statutory profit before tax	( 1 7 )	(24)
Net adjustments		59	118
Underlying profit for the year (before exchange movement)		382	329
Exchange movement		–	(18 )
Taxation on exchange movement		–	4
Net exchange movement		–	(14)
Underlying profit for the year (after exchange movement) attributable to owners of the parent		382	315

Exchange movement relates to the retranslation of prior year results to current year exchange rates, as shown in the table on

page 61 within the Financial Review.

6 Intangible assets

This note provides details of the non-physical assets used by the Group to generate revenues and profits. These assets

include items such as goodwill, and other intangible assets such as brands, customer relationships, computer software,

in-process R&D and technology which have predominantly been acquired as part of business combinations. These assets

are initially measured at fair value, which is the price that would be received to sell an asset in an orderly transaction

between market participants at the measurement date.

Goodwill represents the excess of the amount paid to acquire a business over the fair value of the identifiable net assets

of that business at the acquisition date.

This section also explains the accounting policies applied and the specific judgements and estimates made by

management in arriving at the carrying value of these assets.

Governance Report Additional Information

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Strategic Report Financial Statements

6 Intangible assets continued

6.1 Goodwill

Accounting policy

Goodwill arising from the acquisition of a subsidiary represents the excess of the consideration transferred, the amount of

any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the

acquiree over the fair value of the Group’s total identifiable net assets acquired. Goodwill is carried at cost less

accumulated impairment losses.

Goodwill previously written off directly to reserves under UK GAAP prior to 1 October 1998 has not been reinstated and is

not recycled to the income statement on the disposal of the business to which it relates.

Goodwill is tested for impairment annually and when circumstances indicate that it may be impaired. Goodwill is

assessed for the purpose of impairment testing, at either the individual cash-generating unit (CGU) level or group of

CGUs, consistent with the level at which goodwill is monitored internally. Impairment is determined by assessing the

recoverable amount of each CGU or group of CGUs to which the goodwill relates. When the recoverable amount of the CGU

or group of CGUs is less than its carrying amount, an impairment loss is recognised.

At recognition, goodwill is allocated to those CGUs expected to benefit from the synergies of the combination.

		2024	2023
	Note	£m	£m
Cost and net book amount at 1 October		2,245	2,391
Acquisition of subsidiaries	15.1	32	11
Exchange movement		(147)	(15 7 )
Cost and net book amount at 30 September		2,130	2,245

There were no accumulated impairment charges within goodwill for any of the years presented.

Cash-generating units

The following table shows the allocation of the carrying value of goodwill at the end of the reporting period by CGU or group

of CGUs:

	2024	2023
	£m	£m
North America	1 ,331	1,462
UK & Ireland	354	354
France	210	219
Iberia	1 26	131
Central Europe	53	55
Africa and the Middle East	24	24
Unallocated—Infineo business combination*	32	–
	2,130	2,245

Note:

* Unallocated goodwill relates to Infineo, which was acquired on 9 September 2024 and calculated on a provisional basis. See note 15.1. In accordance with IAS 36,

goodwill will be allocated before the end of the first annual period beginning after the acquisition date, being by 30 September 2025.

Notes to the consolidated financial statements continued

206 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

6 Intangible assets continued

6.1 Goodwill continued

Annual goodwill impairment tests

The recoverable amount of a CGU or group of CGUs is determined as the higher of its fair value less costs of disposal and its

value in use. In determining value in use, estimated future cash flows over a three-year period are discounted to their present

value, with a terminal value based on the cash flows in the third year and an assumed long-term growth rate. The Group

performed its annual test for impairment as at 30 June 2024. In all cases, the financial forecasts contained in the Group’s three-

year financial plan form the basis for the cash flow projections for a CGU or a group of CGUs, which is aligned with the Group’s

three-year strategic planning horizon.

Net operating cash flows over the three-year plan period reflect the Group’s current assessment of climate change for each CGU

or group of CGUs. This includes the potential impact on both revenue and cost, including the cost of any associated

commitments made by the Group, which at this stage are not material. Consideration has also been given to the potential

longer-term impacts which are reflected in the long-term growth rates since they are based on independently sourced longer-

term Consumer Prices Index (CPI) forecasts. Reasonably possible changes in the long-term growth rates, considering the

potential impact of climate change, do not materially impact the impairment test.

The key assumptions in the value in use calculations include the discount rate, average medium-term revenue growth rates and

the long-term growth rates of net operating cash flows:

• The average medium-term revenue growth rates represent the compound annual revenue growth for the first three years.

The average medium-term revenue growth rate applied to each CGU’s cash flow projections for plan periods of three years

are calculated using the specific rates used in the preparation of the Group’s three-year plan and reflects rates applicable

to each territory.

• Long-term growth rates of net operating cash flows are assumed to be in line with the long-term Consumer Prices Index (CPI)

forecasts of the country in which the CGU’s operations are primarily undertaken, reflecting the specific rates for

each territory.

Average medium-term operating margins are equal to the expected operating margin across the three-year plan period.

The operating margins over the three-year plan period are based on historical margins specific to each CGU with modest

improvements from expected efficiencies in scaling the business.

Range of rates used across the different CGUs	2024	2023
Average medium-term revenue growth rates*	8%– 1 5%	9%–18%
Long-term growth rates to net operating cash flows	2%–5 %	1%–3%

Note:

* Current year average medium-term revenue growth is based on three (2023: three) year compound annual revenue growth and excludes intercompany revenue.

Governance Report Additional Information

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Strategic Report Financial Statements

6 Intangible assets continued

6.1 Goodwill continued

In accordance with IAS 36, key assumptions for the value in use calculations are disclosed for those CGUs and groups of CGUs

where significant goodwill is held. These are deemed by management to be CGUs or groups of CGUs holding 10% or more of total

goodwill. The discount rate, average medium-term revenue growth rate and long-term growth rate assumptions used for the

value in use calculation for these are shown below:

		Approximate		Average
	Local	local discount	Long-term	medium-term
	discount rate	rate (pre-tax)	growth	revenue
2024	(post-tax)	equivalent	rate	g rowth rate*
U K & Ireland	1 0.1%	1 3.3%	2.0%	1 2.6%
France	8.9%	1 1.9%	1 .8%	1 1.3%
North America	1 0.1%	1 3.5%	2.2%	1 5.0%

		Approximate		Average
	Local	local discount	Long-term	medium-term
	discount rate	rate (pre-tax)	growth	revenue
2023	(post-tax)	equivalent	rate	growth rate*
U K & Ireland	8.9%	11.9%	1.2%	12.4%
France	8.7%	11.6%	1.2%	9.0%
North America	9.4%	12.5%	1.4%	18.1%

Note:

* Current year average medium-term revenue growth is based on three (2023: three) year compound annual revenue growth and excludes intercompany revenue.

Discount rate

The Group uses a discount rate based on a local Weighted Average Cost of Capital (WACC) for each CGU or group of CGUs,

applying local government bond yields and specific tax rates to each CGU or group of CGUs. The discount rate applied to a CGU

or group of CGUs represents a post-tax rate that reflects the market assessment of the time value of money as at 30 June 2024

and the risks specific to the CGU of group of CGUs, through the inclusion of a country risk premium. As the net operating cash

flows for each CGU or group of CGUs include the expected impact of inflation, a nominal post-tax discount rate is used.

Use of a post-tax discount rate is consistent with the use of post-tax cash flows in the calculations and produces a result that is

not materially different from applying the equivalent pre-tax rate to pre-tax cash flows. For comparison, the equivalent pre-tax

rate has been estimated by grossing up the post-tax rate and is considered to provide a reasonable approximation of the rate

that would have been used if calculations were on a pre-tax basis considering there are no significant timing differences. The

post-tax discount rates applied to CGUs or group of CGUs were in the range of 8.4% (2023: 8.2%) to 17.7% (2023: 17.9%), reflecting

the specific rates for each territory.

Sensitivity analysis

A sensitivity analysis was performed for each of the significant CGUs or groups of CGUs and management concluded that

no reasonably possible change in any of the key assumptions would result in the carrying value of the CGU or group of CGUs

exceeding its recoverable amount. Sensitivity testing assumed a reasonably possible reduction in both average medium-term

revenue growth rates and average medium-term operating margins, as well as an increase in the discount rate.

Impairment charge

No impairment charge was recognised in the year (2023: £nil).

The Group performed its annual test for impairment for all CGUs as at 30 June 2024. The recoverable amount exceeded the

carrying value for each CGU or group of CGUs; accordingly no impairment charge has been recognised in the year.

Notes to the consolidated financial statements continued

208 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

6 Intangible assets continued

6.2 Other intangibles

Accounting policy

Intangible assets arising on business combinations are recognised initially at fair value at the date of acquisition.

Subsequently they are carried at cost less accumulated amortisation and impairment charges. The main intangible assets

recognised are brands, technology, in-process R&D, computer software, and customer relationships. Amortisation is

charged to the income statement on a straight-line basis over their estimated useful lives.

The estimated useful lives are as follows:

Brand names	1 to 20 years	Customer relationships	4 to 15 years
Technology/In-process R&D (IPR&D)	3 to 8 years	Computer software	2 to 7 years

Other intangible assets that are acquired by the Group are stated at cost, which is the asset’s purchase price and any

directly attributable costs of preparing the asset for its intended use, less accumulated amortisation and impairment

losses if applicable.

The carrying value of intangibles is reviewed for impairment whenever events indicate that the carrying value may not

be recoverable. The recoverable amount is considered to be the higher of the fair value less costs of disposal and value

in use.

Internally generated software development costs qualify for capitalisation when the Group can demonstrate all of

the following:

• The technical feasibility of completing the intangible asset so that it will be available for use or sale;

• Its intention to complete the intangible asset and use or sell it;

• Its ability to use or sell the intangible asset;

• How the intangible asset will generate probable future economic benefits;

• The existence of a market or, if it is to be used internally, the usefulness of the intangible asset;

• The availability of adequate technical, financial and other resources to complete the development and to use or sell

the intangible asset; and

• Its ability to measure reliably the expenditure attributable to the intangible asset during development.

Generally, commercial viability of new products is not proven until all high-risk development issues have been resolved

through testing pre-launch versions of the product. As a result, technical feasibility is proven only after completion of the

detailed design phase and formal approval, which occurs just before the products are ready to go to market. Accordingly,

development costs have not been capitalised. However, the Group continues to assess the eligibility of development costs

for capitalisation on a project-by-project basis.

Costs which are incurred after the general release of internally generated software or costs which are incurred in order

to enhance existing products are expensed in the period in which they are incurred and included within research and

development expense in the financial statements.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 209

Strategic Report Financial Statements

6 Intangible assets continued

6.2 Other intangibles continued

			Internal	Computer	Customer
	Brands	Technology	IPR&D	software	relationships	Total
	£m	£m	£m	£m	£m	£m
Cost at 1 October 2023	34	333	3	1 84	216	770
Additions	–	7	–	1 4	–	21
Disposals	–	–	–	(10)	–	(10)
Exchange movement	(2)	(13)	–	(6)	(14)	(35)
At 30 September 2024	32	327	3	1 82	202	746
Accumulated amortisation at 1 October 2023	33	1 96	3	1 34	1 30	496
Charge for the year	1	3 1	–	1 9	1 6	67
Disposals	–	–	–	(10)	–	(10)
Exchange movement	(2)	( 9 )	–	( 7 )	(8)	(26 )
At 30 September 2024	32	218	3	1 36	1 38	527
Net book amount at 30 September 2024	–	1 09	–	46	64	219

			Internal	Computer	Customer
	Brands	Technology	IPR&D	software	relationships	Total
	£m	£m	£m	£m	£m	£m
Cost at 1 October 2022	35	328	3	177	228	771
Additions	–	–	–	17	–	17
Acquisition of subsidiaries	–	14	–	–	1	15
Disposals	–	–	–	(2 )	–	(2 )
Exchange movement	(1)	(9)	–	(8)	(13)	(31)
A t 30 September 2023	34	333	3	184	216	770
Accumulated amortisation at 1 October 2022	33	166	3	128	121	451
Charge for the year	1	37	–	15	16	69
Disposals	–	–	–	(2)	–	(2 )
Exchange movement	(1)	(7)	–	(7)	(7)	(22)
A t 30 September 2023	33	196	3	134	130	496
Net book amount at 30 September 2023	1	137	–	50	86	274

All amortisation charges in the year have been charged through selling and administrative expenses. Of these amortisation

charges, those relating to acquired intangibles of £48m (primarily brands, technology and customer relationships) have been

classified as a recurring adjustment (2023: £54m); see note 3.6.

Notes to the consolidated financial statements continued

210 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

7 Property, plant and equipment

This note details the physical assets used by the Group to operate the business and generate revenues and profits. Assets

are shown at their purchase price less depreciation, which is an expense that is charged over the useful life of these assets

to reflect annual usage and wear and tear, and impairment.

Accounting policy

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation on

property, plant and equipment is provided on a straight-line basis to write down an asset to its residual value over its

useful life as follows:

Freehold buildings	•	Up to 50 years
Long leasehold buildings and improvements	•	Shorter of associated lease term and useful life
Plant and equipment	•	2 to 7 years
Motor vehicles	•	4 years
Office equipment	•	2 to 7 years
Right-of-use lease assets	•	Shorter of lease term and useful life

Freehold land is not depreciated.

An item of property, plant and equipment is reviewed for impairment whenever events indicate that its carrying value may

not be recoverable.

Further information on the policy applied to right-of-use lease assets is included in note 3.4.

Governance Report Additional Information

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Strategic Report Financial Statements

7 Property, plant and equipment continued

			Motor
			vehicles	Right-of-	Right-of-	Right-of-
	Land and	Plant and	and office	use assets:	use assets:	use assets:
	buildings	equipment	equipment	Property	Vehicles	Total	Total
	£m	£m	£m	£m	£m	£m	£m
Cost at 1 October 2023	1 3	1 24	27	1 34	7	1 41	305
Additions	–	1 8	1	23	1	24	43
Disposals	(13 )	(13 )	(4)	(1)	–	(1)	(31)
Exchange movement	–	( 9 )	(1)	( 6 )	–	( 6 )	(16 )
At 30 September 2024	–	1 20	23	1 50	8	1 58	301
Accumulated depreciation a t 1 October 2023	6	83	23	83	6	89	201
Charge for the year	–	1 4	1	1 3	1	1 4	29
Disposals	(6)	(13)	(4)	(1)	–	(1)	(24)
Exchange movement	–	(7)	(1)	(5)	–	(5)	(13)
At 30 September 2024	–	77	1 9	90	7	97	1 93
Net book amount at 30 September 2024	–	43	4	60	1	61	1 08

			Motor
			vehicles and	Right-of-use	Right-of-use	Right-of-use
	Land and	Plant and	office	assets:	assets:	assets:
	bui ldings	equipment	equipment	Property	Vehicles	Total	Total
	£m	£m	£m	£m	£m	£m	£m
Cost at 1 October 2022	14	134	31	126	6	132	311
Additions	–	5	–	13	2	15	20
Disposals	–	(9)	(3)	–	(1 )	(1)	(13)
Exchange movement	(1 )	(6 )	(1 )	(5 )	–	(5)	(13)
At 30 September 2023	13	124	27	134	7	141	305
Accumulated depreciation a t 1 October 2022	6	76	24	48	5	53	159
Charge for the year	–	18	2	18	1	19	39
Impairment	–	2	1	19	–	19	22
Disposals	–	(9)	(3)	–	–	–	(12)
Exchange movement	–	(4 )	(1 )	(2 )	–	(2)		(7)
At 30 September 2023	6	83	23	83	6	89	201
Net book amount at 30 September 2023	7	41	4	51	1	52	104

All depreciation charges in the years presented have been charged through selling and administrative expenses.

In the prior year, all impairment charges were charged through selling and administrative expenses, as well as being classified

as a non-recurring adjustment within property restructuring costs; see note 3.6.

During the year the Group disposed of its Beaverton property site with a carrying value of £7m, which was part of the North

America operating segment, for proceeds of £9m. The profit on disposal of the site has been recognised through selling and

administrative expenses and proceeds from the sale have been recognised through cash flows from investing activities.

Notes to the consolidated financial statements continued

212 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

8 Working capital

This note provides the amounts invested by the Group in working capital balances at the end of the financial year. Working

capital is made up of trade and other receivables, trade and other payables, and deferred income.

Trade and other receivables are made up of amounts owed to the Group by customers, amounts that we pay to our

suppliers in advance, and incremental costs to acquire a contract. Trade receivables are shown net of an allowance for

expected credit losses. Our trade and other payables are amounts we owe to our suppliers that have been invoiced to us or

accrued by us. They also include amounts due in relation to taxes and social security from our role as an employer.

This note also gives some additional detail on the age and recoverability of our trade receivables, which provides an

understanding of the credit risk faced by the Group as a part of everyday trading. Credit risk is further disclosed in

note 13.6.

8.1 Trade and other receivables

Accounting policy

Trade receivables and contract assets

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest method, less an allowance for expected credit losses.

The Group uses the term “Trade receivables” for contract receivables. These are recognised when the right to

consideration is unconditional. Typically, the Group invoices fees for perpetual licences on contract closure and delivery.

For performance obligations satisfied over time, judgement is required in determining whether a right to consideration is

unconditional. In such situations, a receivable is recognised for the transaction price of the non-cancellable portion of

the contract when the Group starts satisfying the performance obligation.

When revenue recognised in respect of a customer contract exceeds amounts received or receivable from the customer

a contract asset is recognised.

The carrying amounts of trade receivables and contract assets are reduced by allowances for expected credit losses using

the simplified approach under IFRS 9. The Group uses a matrix approach to determine the allowance, with default rates

assessed for each country in which the Group operates. The default rates applied are based on the ageing of the

receivable, past experience of credit losses, and forward-looking information. An allowance for a receivable’s estimated

lifetime expected credit losses is first recorded when the receivable is initially recognised, and subsequently adjusted to

reflect changes in credit risk until the balance is collected. In the event that management considers that a receivable

cannot be collected, the balance is written off.

Incremental costs of obtaining customer contracts

The incremental costs of obtaining customer contracts are capitalised under IFRS 15. Contract acquisition costs primarily

consist of sales commissions earned by the Group’s sales force and business partners.

Judgement is required in determining the amounts to be capitalised, particularly where the commissions are based on

cumulative targets. The Group capitalises such cumulative target commissions for all customer contracts that count

towards the cumulative target but only if nothing other than obtaining customer contracts can contribute to achieving

the cumulative target.

The capitalised assets are amortised over the period during which the related revenue is recognised, which may extend

beyond the initial contract term where the Group expects to benefit from future renewals as a result of incurring the costs.

Typically, either the Group does not pay sales commissions for customer contract renewals or such commissions are not

commensurate with the commissions paid for new contracts. Consequently, the Group amortises sales commissions paid

for new customer contracts on a straight-line basis over the expected contract life including probable contract renewals.

Judgement is required in estimating these contract lives. In exercising this judgement, the Group considers respective

renewal history adjusted for indications that the renewal history is not fully indicative of future renewals.

The amortisation periods range from one year to eight years depending on the type of commission arrangement.

Amortisation of the capitalised costs of obtaining customer contracts is reported within selling and

administrative expenses.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 213

Strategic Report Financial Statements

8 Working capital continued

8.1 Trade and other receivables continued

	2024	2023
Non-current:	£m	£m
Customer acquisition costs	1 31	133
Other receivables	5	4
Prepayments	1	1
	1 37	138

	2024	2023
Current:	£m	£m
Trade receivables	275	259
Less: allowance for expected credit losses	(10)	(10)
Trade receivables—net	265	249
Other receivables	24	12
Prepayments	69	66
Customer acquisition costs	46	49
	404	376

The Group has incurred £164m (2023: £167m) to obtain customer contracts and an amortisation expense of £157m (2023: £147m)

was recognised in operating profit during the year. There were no material contract assets.

	2024	2023
Movements on the Group allowance for expected credit losses of trade receivables were as follows:	£m	£m
At 1 October	1 0	14
Increase in allowance for expected credit losses	4	4
Receivables written off during the year as uncollectable	(4)	(5)
Unused amounts reversed	–	(2)
Exchange movement	–	(1 )
At 30 September	1 0	10

The Group’s credit risk on trade and other receivables is primarily attributable to trade receivables. The Group has no

significant concentrations of credit risk since the risk is spread over a large number of unrelated counterparties.

The Group’s businesses implement policies, procedures, and controls to manage customer credit risk. Outstanding balances are

regularly monitored and reviewed to identify any change in risk profile. The Group recognises a loss allowance against trade

receivables using the simplified approach under IFRS 9. The amount of the allowance reflects the lifetime expected credit

losses measured using historical payment default rates determined for each geographical market in which the Group operates.

The historical default rates are adjusted where necessary if they do not reflect the level of future expected credit losses, for

example because of changes in the local economy or other commercial considerations. The allowance for expected credit losses

is calculated using a provision matrix. The amount of the allowance increases as outstanding balances age. A customer balance

is written off when it is considered that there is no reasonable expectation that the amount will be collected and legal

enforcement activities have ceased.

Notes to the consolidated financial statements continued

214 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

8 Working capital continued

8.1 Trade and other receivables continued

An analysis of the gross carrying amount of trade receivables showing credit risk exposure by age of the outstanding balance

is as follows:

		1–30 days	31–60 days	61–90 days	91+ days
	Not yet due	overdue	overdue	overdue	overdue	Total
Trade receivables at 30 September 2024	£m	£m	£m	£m	£m	£m
Expected credit loss rate	1 %	3%	9%	1 6%	59%
Estimated total gross carrying amount at default	239	1 7	6	3	1 0	275
Expected credit loss	( 2 )	( 1 )	( 1 )	–	( 6 )	( 1 0 )

		1–30 days	31–60 days	61–90 days	91+ days
	Not yet due	overdue	overdue	overdue	overdue	Total
Trade receivables at 30 September 2023	£m	£m	£m	£m	£m	£m
Expected credit loss rate	1%	3%	7%	16%	61%
Estimated total gross carrying amount at default	224	14	6	3	12	259
Expected credit loss	(2)	–	–	(1)	(7)	(10)

Included in selling and administrative expenses in the income statement is a debit of £6m (2023: debit of £4m) in relation to

receivables credit losses.

The maximum exposure to credit risk at the end of the reporting period is the fair value of each class of receivables mentioned

above. The Group held no collateral as security. The carrying value of trade receivables approximate their fair value.

8.2 Trade and other payables

Accounting policy

Trade payables and other payables are recognised initially at fair value and subsequently measured at amortised cost

using the effective interest method.

	2024	2023
Current trade and other payables can be analysed as follows:	£m	£m
Trade payables	38	35
Other tax and social security payable	39	42
Other payables	50	60
Accruals	278	241
	405	378

	2024	2023
Non-current trade and other payables can be analysed as follows:	£m	£m
Other payables	3	13

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 215

Strategic Report Financial Statements

8 Working capital continued

8.3 Deferred income

Accounting policy

If amounts received or receivable from a customer exceed revenue recognised for a contract, a contract liability

is recognised. The Group uses the term “deferred income” for a contract liability. Contract liabilities primarily reflect

invoices due or payments received in advance of revenue recognition. Deferred income is unwound as related

performance obligations are satisfied.

In all material respects, current deferred income at 1 October 2023 was recognised as revenue during the year. Other than the

recognition and unwind of deferred income from the sale of subscription and maintenance and support contracts, there were

no significant changes in contract liability balances during the year.

9 Provisions

This note provides details of the provisions recognised by the Group, where a liability exists of uncertain timing

or amount. The main estimates in this area relate to legal exposure, employee severance, onerous contracts, interest on

uncertain tax provisions and dilapidation charges.

This section also explains the accounting policies applied and the specific judgements and estimates made by the

Directors in arriving at the value of these liabilities.

Accounting policy

A provision is recognised only when all three of the following conditions are met:

• The Group has a present obligation (legal or constructive) as a result of a past event;

• It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

• A reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the present value of the best estimate of the expenditure required to settle the

present obligation at the end of the reporting period, i.e. the present value of the amount that the Group would rationally

pay to settle the obligation at the balance sheet date or to transfer it to a third party.

Notes to the consolidated financial statements continued

216 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

9 Provisions continued

		Restructuring	Legal	Building	Other	Total
		£m	£m	£m	£m	£m
At 1 October 2023		8	1 9	1 9	1	47
•	Additional provision in the year	3	4	2	1	1 0
•	Reclassification*	–	–	–	5	5
•	Provision utilised in the year	(3)	(2)	(2)	–	(7)
•	Unused amount reversed	( 2 )	(5)	–	–	(7)
•	Exchange movement	1	(1)	(1)	–	( 1 )
A t 30 September 2024		7	1 5	1 8	7	47

	Restructuring	Legal	Building	Other	Total
	£m	£m	£m	£m	£m
Maturity profile
< 1 year	1	1 3	1	7	22
1–2 years	3	2	5	–	1 0
2–5 years	3	–	6	–	9
> 5 years	–	–	6	–	6
At 30 September 2024	7	1 5	1 8	7	47

Note:

* In the year, the Group reclassified £5m of interest and penalties related to uncertain tax provisions, previously recognised as current income tax liabilities.

Prior year figures have not been restated.

Restructuring provisions are for the estimated costs of Group restructuring activities and mainly relate to employee severance

which remains unpaid at the balance sheet date. These provisions will be utilised as obligations are settled which is currently

expected to be within five years. This includes the non-recurring restructuring costs recognised in previous years, of which £3m

was utilised in the year, which remain unpaid at the balance sheet date.

Legal provisions have been made in relation to ongoing disputes with third parties and other claims against the Group. The

amount and ageing of legal provisions is assessed regularly, based upon internal and external legal advice, as required. The

unused amounts reversed in the year (£5m) relate to a number of different legal claims.

Building provisions relate to dilapidation charges and property-related contracts that have become onerous. The timing of the

cash flows associated with building provisions is dependent on the timing of lease agreement termination.

Other provisions comprise mainly the interest and penalties related to uncertain tax penalties and those for the costs of

warranty cover provided by the Group in respect of products sold to third parties. The timing of the cash flows associated

with warranty provisions is spread over the period of warranty with the majority of the claims expected in the first year.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 217

Strategic Report Financial Statements

10 Post-employment benefits

This note explains the accounting policies governing the Group’s pension schemes, analyses the deficit on the defined

benefit pension scheme and shows how it has been calculated.

The majority of the Group’s employees are members of defined contribution pension schemes. Additionally, the Group

operates a small defined benefit scheme in France.

For defined contribution schemes, the Group pays contributions into separate funds on behalf of the employee and has no

further obligations to employees. The risks associated with this type of plan are assumed by the member. Contributions

paid by the Group in respect of the current period are included within the income statement.

The defined benefit scheme is a pension arrangement under which participating members receive a pension benefit at

retirement determined by the scheme rules, salary and length of pensionable service. The income statement charge for

the defined benefit scheme is the current/past service cost and the net interest cost which is the change in the net

defined benefit liability that arises from the passage of time. The Group underwrites both financial and demographic

risks associated with this type of plan.

Accounting policy

Obligations under defined contribution schemes are recognised as an operating cost in the income statement as incurred.

The Group also operates a small post-employment benefit scheme in France. The assets of this scheme are held separately

from the assets of the Group. Under French legislation, the Group is required to make one-off payments to employees in

France who reach retirement age while still in employment. The costs of providing benefits under this scheme are

determined using the projected unit credit actuarial valuation method.

The current service cost and gains and losses on settlements and curtailments are included in selling and administrative

expenses in the income statement. Past service costs should be recognised on the earlier of the date of the plan

amendment and the date the Group recognises restructuring-related costs. Interest on the benefit plan assets and

the imputed interest on benefit plan liabilities are included within selling and administrative expenses in the

income statement.

Changes in the post-employment benefit obligation due to experience and changes in actuarial assumptions are included

in the statement of comprehensive income in full in the period in which they arise.

The liability recognised on the balance sheet in respect of the defined benefit scheme is the present value of the defined

benefit obligation and future administration costs at the end of the reporting period, less the fair value of plan assets.

The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit

obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate

bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity

approximate to the terms of the related benefit obligation liability.

The calculation of the defined benefit obligation of a defined benefit plan requires estimation of future events,

for example salary and pension increases, inflation and mortality rates. In the event that future experience does not bear

out the estimates made in previous years, an adjustment will be made to the plan’s defined benefit obligation in future

periods which could have a material effect on the Group.

A sensitivity analysis has been performed on the significant assumptions. The significant assumptions are deemed

to be the discount rate and salary increases, as these are most likely to have a material impact on the defined benefit

obligations. The analysis has been performed by the independent actuaries.

Notes to the consolidated financial statements continued

218 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

10 Post-employment benefits

continued

		2024	2023
Pension costs included in the consolidated income statement	Note	£m	£m
Defined contribution schemes		29	29
Defined benefit plans		2	1
	3.3	31	30

Defined benefit plans

The most recent actuarial valuation of the post-employment benefit plan has been performed during the year for the year ended

30 September 2024.

	2024	2023
Weighted average principal assumptions made by the actuaries	%	%
Rate of increase in pensionable salaries	2.9	1.9
Discount rate	3.4	4.1
Inflation assumption	2.0	1.9

	2024	2023
Mortality rate assumptions made by the actuaries	Years	Years
Average life expectancy for 65-year-old male	1 9	19
Average life expectancy for 65-year-old female	23	23
Average life expectancy for 45-year-old male	36	36
Average life expectancy for 45-year-old female	42	41

	2024	2023
Amounts recognised on the balance sheet	£m	£m
Present value of funded obligations	(23)	(19)
Fair value of plan assets	–	–
Net liabilit y recognised on the balance sheet	(23)	(19)

At 30 September 2024 and 30 September 2023, there were no plan assets held in relation to the post-employment benefit plan.

Expected benefits to be paid for the year ending 30 September 2025 are £1m (2023: expected benefits to be paid for the year

ended 30 September 2024: £1m).

	2024	2023
Amounts recognised in the income statement	£m	£m
Current service cost	(2)	(2)
Others (Curtailments/Plan amendments)	–	1
Total included within staff costs—all within selling and administrative expenses	(2)	(1)

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 219

Strategic Report Financial Statements

10 Post-employment benefits

continued

	2024	2023
Changes in the present value of the defined benefit obligation	£m	£m
At 1 October	(19)	(19)
Exchange movement	1	1
Service cost	(2)	(2)
Curtailments/Plan amendments	–	1
Actuarial loss	(3)	–
At 30 September	(23)	(19)

	2024	2023
Analysis of the movement in the balance sheet liability	£m	£m
At 1 October	(19)	(19)
Exchange movement	1	1
Total expense as recognised in the income statement	(2)	(1)
Actuarial loss*	(3)	–
At 30 September	(23)	(19)

Note:

* In the current year, an actuarial loss of £3m (2023: £nil) has been recognised, gross of a £1m (2023: £nil) tax benefit. The net impact of £2m charge (2023: £nil) has

been recognised within other comprehensive income. See note 4 for the tax impact of the benefit in the current year.

		2024	2023
Sensitivity analysis on significant actuarial assumptions		£m	£m
Discount rate applied to scheme obligations	+ / - 0.75% p.a.	2	2
Salary increases	+ / - 0.75% p.a.	2	2

Notes to the consolidated financial statements continued

220 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

11 Deferred income tax

Deferred income tax is an accounting adjustment to recognise liabilities or benefits that are expected to arise in the

future due to differences in the carrying value of assets and liabilities and their respective tax bases. In this note we

outline the accounting policies, movements in the year on the deferred tax account and the net deferred tax asset or

liability at the year end.

A deferred tax asset represents a tax reduction that is expected to arise in a future period.

A deferred tax liability represents taxes which will become payable in a future period as a result of a current or

previous transaction.

Accounting policy

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets

are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary

differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill

or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that

affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except

where the Group is able to control the reversal of the temporary difference and it is probable that the temporary

difference will not reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset

realised based on tax rates that have been enacted or substantively enacted at the end of the reporting period.

Tax assets and liabilities are offset when there is a legally enforceable right and there is an intention to settle the

balances net.

	Other
	intangible
	assets		Accounting			Share
	(excluding	Tax	provisions/		Deferred	options	Capitalised
	goodwill)	losses	accruals	Goodwill	revenue	and awards	R&D	Other	Total
Deferred tax	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 30 September 2022	(53 )	22	8	(24 )	15	11	12	11	2
Income statement credit/(debit)	3	2	2	(1 )	4	3	25	(8 )	30
Acquisition or disposa l of subsidiaries	(3 )	–	–	–	–	–	–	–	(3 )
Other comprehensive income movement	–	–	–	–	–	6	–	–	6
Exchange movement	8	(1 )	–	1	(3 )	–	–	(2 )	3
At 30 September 2023	(45 )	23	10	(24 )	16	20	37	1	38
Income statement credit/(debit)	1 1	( 2 )	(5)	(1)	(13)	4	27	1	22
Acquisition or disposal of subsidiaries	–	1	–	–	–	–	1	–	2
Other comprehensive income movement	–	–	–	–	–	(1)	–	4	3
Exchange movement	2	(1)	1	1	–	–	(4)	(1)	( 2 )
At 30 September 2024	(32)	2 1	6	(24 )	3	23	6 1	5	63

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 221

Strategic Report Financial Statements

11 Deferred income tax continued

	2024	2023
The net deferred tax asset at the end of the year is analysed below:	£m	£m
Deferred tax assets	81	56
Deferred tax liabilities	(18)	(18)
Net deferred tax asset	63	38

Deferred tax assets have been recognised in respect of tax losses and other temporary differences giving rise to deferred tax

assets because it is probable that these assets will be recovered. Each of these assets are reviewed to ensure there is sufficient

evidence to support their recognition. Deferred tax liabilities for the taxable temporary differences associated with the Group’s

investments in subsidiaries have been appropriately recognised to the extent that it is probable that the temporary differences

will reverse in the future. Deferred taxes have been provided for the future tax impact of repatriating the Group’s undistributed

earnings, which is consistent with the position in 2023.

The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as required

by IAS 12 “Income Taxes”) during the year are shown in the above table. Deferred tax assets and liabilities are only offset where

there is a legally enforceable right of offset and there is an intention to settle the balances net.

Deferred tax assets and liabilities categorised as “other” in the above table include various balances in relation to the

following items:

	2024	2023
	£m	£m
Unremitted earnings	(7)	(7)
Lease liability	1 8	10
Right-of-use lease assets	( 1 2 )	(4)
Other amounts	6	2
	5	1

The Company has unrecognised carried forward losses of £134m (2023: £111m) available to reduce certain future taxable

profits. Deferred tax assets of £32m (2023: £26m) have not been recognised in respect of these losses due to uncertainty

regarding whether suitable profits will arise in future periods against which the deferred tax asset would reverse. Of these,

£18m (2023: £18m) relate to UK capital losses that are available indefinitely but cannot be used to offset UK trading profit.

In July 2023, the UK Endorsement Board adopted “International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12)” as

issued by the IASB, which introduced a mandatory temporary exception in IAS 12, prohibiting both the recognition and

disclosure of deferred tax assets and deferred tax liabilities that arise from the implementation of the OECD Pillar Two model

rules. The Group has applied the mandatory exception under IAS 12 within the consolidated financial statements for the year

ended 30 September 2024.

Notes to the consolidated financial statements continued

222 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

12 Cash flow and net debt

This note analyses our operational cash generation, shows the movement in our net debt in the year, and explains what is

included within our cash balances and borrowings at the year end.

Cash generated from operations is the starting point of our consolidated statement of cash flows. This section outlines

the adjustments for any non-cash accounting items to reconcile our accounting profit for the year to the amount of cash

we generated from our operations.

Net debt represents the amount of cash held less borrowings and overdrafts.

Borrowings are mostly made up of fixed-term external debt which the Group has taken out for general corporate purposes,

including the refinancing of debt and acquisitions. Borrowings also include lease liabilities.

12.1 Cash flow generated from continuing operations

		2024	2023
Reconciliation of profit for the year to cash generated from continuing operations		£m	£m
Profit for the year		323	211
Adjustments for:
•	Income tax	1 03	71
•	Finance income	(19)	(12)
•	Finance costs	45	45
•	Amortisation of intangible assets	67	69
•	Depreciation and impairment of property, plant and equipment	29	61
•	Gain on disposal of property, plant and equipment	(2)	–
•	R&D tax credits	(2)	(3)
•	Equity-settled share-based transactions	56	49
•	Exchange movement	(4)	(4)
Changes in working capital (excluding effects of acquisitions):
•	Increase in trade and other receivables	(48)	(58)
•	Increase in trade and other payables and provisions	20	22
•	Increase in deferred income	57	54
Cash generated from continuing operations		625	505

12.2 Net debt

	2024	2023
Reconciliation of net cash flow to movement in net debt	£m	£m
Cash ( outflows ) /inflows in the y ear (pre-exchange movements)	(164 )	236
Cash outflows / (inflows ) from loans and lease liabilities	1 8	(69)
Change in net debt resulting from cash flows	(146 )	167
Cash and lease liabilities recognised from acquisitions of subsidiaries or similar transactions	4	1
Other non-cash movements	(28 )	(15)
Exchange movement	(7)	19
Movement in net debt in the y ear	(177)	172
Net debt at 1 October	(561)	(733)
Net debt at 30 September	(738)	(561)

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 223

Strategic Report Financial Statements

12 Cash flow and net debt continued

12.2 Net debt continued

	At					At
	1 October		Acquisition of	Non-cash	Exchange	30 September
	2023	Cash flow	subsidiaries	movements	movement	2024
Analysis of change in net debt	£m	£m	£m	£m	£m	£m
Cash and cash equivalents	696	(164 )	4	–	(28)	508
Liabilities arising from financing activities
Loans due after more than one year	(1,171 )	–	–	(2)	1 7	(1,156)
Lease liabilities due within one year	(14 )	1 8	–	( 20 )	1	(15)
Lease liabilities after more than one year	(72 )	–	–	(6)	3	(75)
	(1,25 7 )	1 8	–	(28 )	21	(1,246)
Total	(561 )	(146 )	4	(28 )	(7)	(738)

	At					At
	1 October		Acquisition of	Non-cash	Exchange	30 September
	2022	Cash flow	subsidiaries	movements	movement	2023
Analysis of change in net debt	£m	£m	£m	£m	£m	£m
Cash and cash equivalents	489	236	1	–	(30 )	696
Liabilities arising from financing activities
Loans due within one year	(161 )	148	–	–	13	–
Loans due after more than one year	(966 )	(235 )	–	(1 )	31	(1,171 )
Lease liabilities due within one year	(1 7 )	18	–	(16 )	1	(14 )
Lease liabilities after more than one year	(78 )	–	–	2	4	(72 )
	(1,222 )	(69 )	–	(15 )	49	(1,25 7 )
Total	(733 )	167	1	(15 )	19	(561 )

Notes to the consolidated financial statements continued

224 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

12 Cash flow and net debt continued

12.3 Cash and cash equivalents (excluding bank overdrafts)

Accounting policy

For the purpose of preparation of the consolidated statement of cash flows and the consolidated balance sheet, cash and

cash equivalents include cash at bank and in hand, money market funds (MMFs) and short-term deposits with an original

maturity period of three months or less. Bank overdrafts that are an integral part of a subsidiary’s cash management are

included in cash and cash equivalents where they have a legal right of set-off and there is an intention to settle net,

against positive cash balances, otherwise bank overdrafts are classified as borrowings. Cash and cash equivalents are

measured at amortised cost.

	2024	2023
	£m	£m
Cash at bank and in hand	292	249
MMFs and short-term bank deposits	216	44 7
	508	696

The credit risk on liquid funds is considered to be low, as the Board-approved Group treasury policy limits the value that can be

invested with each approved counterparty to minimise the risk of loss. The Group treasury policy is to place cash and cash

equivalents with counterparties which are well-established banks with high credit ratings where available.

Cash and cash equivalents are classified and measured at amortised cost under IFRS 9 and are therefore subject to the expected

loss model requirements of that standard. However, no material expected credit losses have been identified. At 30 September

2024, 99% (2023: 99%) of the cash and cash equivalents balance was deposited with financial institutions rated at least A- by

Standard & Poor’s.

The Group’s maximum exposure to credit risk in relation to cash and cash equivalents is their carrying amount on the

balance sheet.

12.4 Borrowings

Accounting policy

Interest-bearing borrowings are recognised initially at fair value less attributable issue costs, which are amortised over

the period of the borrowings. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost

with any difference between cost and redemption value being recognised in the income statement over the period of

borrowing on an effective interest basis.

Further information on the policy applied to lease liabilities is included in note 3.4.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 225

Strategic Report Financial Statements

12 Cash flow and net debt continued

12.4 Borrowings continued

	2024	2023
Current	£m	£m
Lease liabilities	1 5	14

	2024	2023
Non-current	£m	£m
Sterling denominated bond notes	743	742
Euro denominated bond notes	414	431
Lease liabilities	75	72
Unamortised RCF loan costs	(1)	(2)
	1 ,231	1,243

			Interest		2024	2023
Borrowings		Year issued	coupon *	Maturity	£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	416	433

Note:

* 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.

The Group’s debt is sourced from sterling and euro denominated bond notes, with a syndicated multi-currency Revolving Credit

Facility (RCF) also available.

During the prior year, the Group issued euro denominated bond notes under its newly established Euro Medium Term Note

(EMTN) programme, for a nominal amount of EUR 500m and an expiry date of February 2028. Cash proceeds from the issuance,

net of transaction costs, were EUR 498m (£442m).

Bond notes at 30 September 2024 were £1,157m (30 September 2023: £1,173m), comprised of sterling denominated bond notes

£743m (30 September 2023: £742m) and euro denominated bond notes £414m (30 September 2023: £431m).

In November 2023, a one-year extension of the Group’s RCF was agreed, resulting in a new maturity in December 2028. In

November 2024, after the balance sheet date, a further one-year extension was agreed, resulting in a new maturity in December

2029. At 30 September 2024, £nil of the RCF was drawn down (2023: £nil).

Further information on lease liabilities is included in note 3.4.

Notes to the consolidated financial statements continued

226 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

13 Financial instruments

This note shows details of the fair value and carrying value of short- and long-term borrowings, trade and other payables,

trade and other receivables, derivative financial instruments, equity investments, short-term bank deposits, and cash at

bank and in hand. These items are all classified as “financial instruments” under accounting standards. Fair value is the

price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date.

In order to assist users of these financial statements in making an assessment of any risks relating to financial

instruments, this note also sets out the maturity of these items and analyses their sensitivity to changes in key inputs,

such as interest rates and foreign exchange rates. An explanation of the Group’s exposure to, and management of, capital,

liquidity, credit, interest rate, and foreign currency risk is set out in the financial risk management section at the end of

this note.

Accounting policy

Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to

the contractual provisions of the instrument.

Financial assets are derecognised when the rights to receive cash flows from the asset have expired, or when the Group has

transferred those rights and either has also transferred substantially all the risks and rewards of the asset or has neither

transferred nor retained substantially all the risks and rewards of the asset but no longer has control of the asset.

Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled, or expires.

The Group may use derivative financial instruments to manage its exposures to fluctuating foreign exchange rates and

foreign currency cash flows in relation to external borrowings. These instruments are initially recognised at fair value on

the date the contract is entered into and are subsequently remeasured at their fair value. The method of recognising the

resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the

item being hedged.

At the inception of designated hedge relationships, the Group documents its risk management objectives and strategy for

undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an

ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes

in fair values of hedged items.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 227

Strategic Report Financial Statements

13 Financial instruments continued

The amounts on the consolidated balance sheet that are accounted for as financial instruments, and their classification under

IFRS 9, are as follows:

						IFRS 9 classification
				At fair
				value	At fair value
		At	Derivatives	through	through other
		amortised	used for	profit or	comprehensive
		cost	hedging	loss	income	Total
As at 30 September 2024	Note	£m	£m	£m	£m	£m
Non-current assets
Equity investments		–	–	–	6	6
Trade and other receivables: other receivables	8.1	3	–	2	–	5
Derivative financial instruments—cross-currency
interest rate swaps		–	29	–	–	29
Current assets
Trade and other receivables: trade receivables	8.1	265	–	–	–	265
Trade and other receivables: other receivables	8.1	23	–	1	–	24
Cash and cash equivalents	12.3	508	–	–	–	508
Current liabilities
Trade and other payables excluding other tax and social security	8.2	(366)	–	–	–	(366)
Borrowings	12.4	(15)	–	–	–	(15)
Non-current liabilities
Borrowings	12.4	(1,231)	–	–	–	(1,231)
Trade and other payables: other payables		(3)	–	–	–	(3)
Derivative financial instruments—cross-currency
interest rate swaps	13.5	–	(13)	–	–	(13)
		(816)	16	3	6	(791)

						IFRS 9 classification
					At fair value
			Derivatives		At fair value through other
		At amortised	used for	through	comprehensive
		cost	hedging	profit or loss	income	Total
As at 30 September 2023	Note	£m	£m	£m	£m	£m
Non-current assets
Equity investments		–	–	–	4	4
Trade and other receivables: other receivables	8.1	2	–	2	–	4
Derivative financial instruments—cross-currency
interest rate swaps		–	1	–	–	1
Current assets
Trade and other receivables: trade receivables	8.1	249	–	–	–	249
Trade and other receivables: other receivables	8.1	11	–	1	–	12
Cash and cash equivalents	12.3	696	–	–	–	696
Current l iabilities
Trade and other payables excluding other tax and soci al security	8.2	(336)	–	–	–	(336)
Borrowings	12.4	(14)	–	–	–	(14)
Non-current liabilities
Borrowings	12.4	(1,243)	–	–	–	(1,243)
Trade and other payables: other payables		(13)	–	–	–	(13)
Derivative financial instruments—cross-currency
interest rate swaps	13.5	–	(20)	–	–	(20)
		(648)	(19)	3	4	(660)

Notes to the consolidated financial statements continued

228 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

13 Financial instruments continued

13.1 Fair values of 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.

Borrowings (excluding lease liabilities)

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 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 and loan notes are included in the table below:

				2024 2023
		Book value	Fair value	Book value	Fair value
	Note	£m	£m	£m	£m
Long-term borrowing (excluding lease liabilities)	12.4	(1,156)	(1,065)	(1,171)	(1,014)

Contingent consideration receivable

The Group recognises contingent consideration receivable of £3m (2023: £3m) relating to the disposal of Sage Payroll

Solutions in the year ended 30 September 2019. This is classified as a financial asset measured at fair value through profit or

loss. Its fair value is determined using a discounted cash flow valuation technique. The main inputs to the calculation for which

assumptions have been made are the discount rate and the period over which the consideration will be received. This is a level 3

fair value under IFRS 13.

Equity investments

The fair value of the unlisted equity investments held by the Group is determined using a market-based valuation approach.

The significant unobservable inputs used in level 3 fair value measurement are transaction prices paid for identical or similar

instruments of the investee and revenue growth factors.

Derivative financial instruments—cross-currency interest rate swaps

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.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 229

Strategic Report Financial Statements

13 Financial instruments continued

13.2 Maturity of financial liabilities

The maturity profile of the undiscounted contractual amount of the Group’s financial liabilities (excluding cross-currency

interest rate swaps) at 30 September was as follows:

				2024
			Trade and other
			payables
	Borrowings:	Borrowings:	excluding other
	bank loans and	lease	tax and social
	bond notes	liabilities	security	Total
	£m	£m	£m	£m
In less than one year	34	1 8	366	418
In more than one year but not more than five years	527	62	3	592
In more than five years	808	31	–	839
	1 ,369	1 1 1	369	1 ,849

				2023
			Trade and other
			payables
	Borrowings: bank	Borrowings:	excluding other
	loans and bond	lease	tax and social
	notes	liabilities	security	Total
	£m	£m	£m	£m
In less than one year	35	15	336	386
In more than one year but not more than five years	562	56	13	631
In more than five years	825	23	–	848
	1,422	94	349	1,865

The maturity profile of the undiscounted contractual amounts of the Group’s cross-currency interest rate swaps, including

expected interest payments, at 30 September was as follows:

			2024
	Rece ipts	Payments	Total
	£m	£m	£m
In less than one year	29	(33)	(4)
In more than one year but not more than five years	605	(612)	(7)
In more than five years	361	(336)	25
	995	(981)	1 4

			2023
	Receip ts	Payments	Total
	£m	£m	£m
In less than one year	27	(33)	(6)
In more than one year but not more than five years	640	(668)	(28)
In more than five years	367	(378)	(11)
	1,034	(1,079)	(45)

Notes to the consolidated financial statements continued

230 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

13 Financial instruments continued

13.3 Borrowing facilities

The Group has the following undrawn committed revolving credit facility available at 30 September in respect of which all

conditions precedent had been met at that date:

	2024	2023
	£m	£m
Expiring in more than one year but not more than five years	630	630

The facility has been arranged to help finance the expansion of the Group’s activities. This facility incurs commitment fees at

market rates. In November 2023, a one-year extension was agreed to the facility, resulting in a new maturity in December 2028.

In November 2024, after the balance sheet date, a further one-year extension was agreed, resulting in a new maturity in

December 2029.

13.4 Market risk sensitivity analysis

Financial instruments affected by market risks include borrowings and deposits.

The following analysis is intended to illustrate the sensitivity to changes in market variables, being sterling/US Dollar and

sterling/Euro exchange rates.

The sensitivity analysis assumes reasonable movements in foreign exchange rates before the effect of tax. Sensitivity

to movements in sterling/US Dollar and sterling/Euro exchange rates of 10% are shown, reflecting changes of reasonable

proportion in the context of movement in those currency pairs over the last year.

Using the above assumptions, the following table shows the illustrative effect on equity resulting from changes in sterling/US

Dollar and sterling/Euro exchange rates:

	2024	2023
	Equity	Equity
	gains/(losses)	gains/(losses)
	£m	£m
10% strengthening of sterling versus the US Dollar	50	51
10% strengthening of sterling versus the Euro	(9)	(9)
10% weakening of sterling versus the US Dollar	(62)	(63)
10% weakening of sterling versus the Euro	1 1	10

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 231

Strategic Report Financial Statements

13 Financial instruments continued

13.5 Hedge accounting

Accounting policy

On transition to IFRS 9, the Group elected to continue to apply the hedge accounting requirements of IAS 39. The Group

applies hedge accounting to external borrowings and cross-currency interest rate swap contracts that are designated as a

hedge of a net investment in foreign operations. The portion of the gain or loss on an instrument used to hedge a net

investment in a foreign operation which is determined to be an effective hedge is recognised in other comprehensive

income and accumulated in the foreign currency translation reserve. The ineffective portion is recognised immediately in

profit or loss. On disposal of the net investment, the foreign exchange gains and losses on the hedging instrument are

recycled to the income statement from equity.

Where borrowings denominated in a currency other than sterling, or cross-currency interest rate swap contracts, are used

to hedge the Group’s exposure to foreign currency exchange movements of its net investment in its subsidiaries, these

relationships are designated as net investment hedges for accounting purposes. The hedges are documented and

assessed for effectiveness on an ongoing basis.

The Group applies hedge accounting to certain exchange differences arising between the functional currencies

of a foreign operation and Parent Company, regardless of whether the net investment is held directly or through

an intermediate parent.

The Group applies cash flow hedge accounting to cross-currency interest rate swap contracts that are designated as a

hedge of cash flows arising from foreign currency denominated borrowings. The effective portion of changes in the fair

value of such a derivative is recognised in other comprehensive income and accumulated in the hedging reserve. The

effective portion of changes in fair value of the derivative that is recognised in other comprehensive income is limited to

the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge.

Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. If the

hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging

reserve are immediately reclassified to profit or loss.

The Group designates the change in fair value of the forward element of forward exchange contracts as the hedging

instrument in cash flow hedging relationships. The amount accumulated in the hedging reserve is reclassified to profit

or loss in the same period or periods as the hedged expected future cash flows affect profit or loss.

Notes to the consolidated financial statements continued

232 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

13 Financial instruments continued

13.5 Hedge accounting continued

Net investment hedges

The Group hedges the risk exposure to foreign currency exchange movements of its net investment in its subsidiaries in the US

and Eurozone.

Subsequent to repayment of the US senior loan notes in the prior year, a portion of the Group’s external euro denominated

borrowings, relating to the EUR 500m bond, was designated as hedging instruments.

The underlying risk of the hedging instruments exactly matches the hedged risk as the borrowings and net investments in

subsidiaries are denominated in the same currencies, giving a hedge ratio of 1:1. Hedge ineffectiveness will arise if the carrying

amount of the net investment falls below the carrying amount of the designated borrowings.

During the year, the Group has designated USD cross-currency interest rate swap contracts totalling £560m (USD 750m) (2023:

£614m, USD 750m) as hedging instruments to hedge risk exposure to foreign currency exchange movements of its net

investment in its subsidiaries in the US. Sources of ineffectiveness on this hedge relationship will arise from a difference in

credit ratings between the counterparties and modifications to the terms of either the hedged item or the instrument. During

the year, £nil (2023: £nil) has been recognised in the income statement as ineffective.

Changes in the carrying amount of the loan notes relate to foreign exchange movements recognised through other

comprehensive income. The change in the carrying amount of the derivative financial instrument is due to fair value

movements also recognised through other comprehensive income.

The impact of the hedging instrument on the consolidated balance sheet is as follows:

				Change in carrying
				amount as a result of
			Carrying	movements in the year
			amount *	recognised in OCI
As at 30 September 2024		Nominal amount	£m	£m
Non-current borrowings	EUR bond notes**	EUR 156m	1 30	( 6 )
Derivative financial instruments	Cross-currency interest rate swap	USD 429m	(6)	(24)
Derivative financial instruments	Cross-currency interest rate swap	USD 321m	(23)	(22)
			1 01	(52 )

				Change in carrying amount
			Carrying	as a result of movements in
			amount *	the year recognised in OCI
As at 30 September 2023		Nominal amount	£m	£m
Non-current borrowings	EUR bond notes	EUR 156m	136	(3)
Derivative financial instruments	Cross-currency interest rate swap	USD 429m	18	(42)
Derivative financial instruments	Cross-currency interest rate swap	USD 321m	(1)	(1)
N/A	USD loan notes***	USD 250m	–	(21)
N/A	USD loan notes***	USD 150m	–	(12)
			153	(79)

Notes:

* Liability/(asset) position.

** Hedge relationship was de-designated effective from 30 September 2024.

*** Repaid during the prior year (see note 13.2).

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 233

Strategic Report Financial Statements

13 Financial instruments continued

13.5 Hedge accounting continued

The cumulative impact of the hedged item on the consolidated balance sheet is as follows:

	2024	2023
	Foreign currency	Foreign currency
	translation reserve	translation reserve
	£m	£m
Net investment in foreign subsidiaries—USD	(29)	79
Net investment in foreign subsidiaries—EUR	(9)	1
	(38)	80

The change in value of the hedged item, being the Group’s net investment in its USD and EUR subsidiaries, recorded through

OCI in the year was £46m (2023: £76m) and £6m (2023: £3m) respectively. During the year, £nil (2023: £nil) has been recognised in

the income statement as ineffective.

Cash flow hedges

The Group hedges the risk exposure to foreign currency exchange movements of its foreign currency borrowings.

During the prior year, the Group issued euro denominated bond notes for a nominal amount of EUR 500m. With respect to EUR

300m of this balance, the Group has designated cross-currency interest rate swap contracts (to receive fixed euro and pay fixed

sterling) as the hedging instruments in a cash flow hedge relationship to mitigate the risk of changes in the denominated cash

flows related to the euro borrowings attributable to changes in the exchange rate, for which hedge accounting has been applied.

The underlying risk of the hedging instruments exactly matches the hedged risk as the hedging instrument and euro borrowings

are arranged on the same payment profile, for the same interest rate and nominal amount, giving a hedge ratio of 1:1. Hedge

ineffectiveness will arise if the carrying amount of the euro borrowings falls below the amount of the cross-currency swap

contract, for example on early repayment of the euro borrowings.

Sources of ineffectiveness on this hedge relationship will arise from a difference in credit ratings between the counterparties

and modifications to the terms of either hedged item or instrument. At 30 September 2024, £nil (2023: £nil) has been recognised

in profit or loss due to ineffectiveness. The hedges are documented and are assessed for effectiveness on an ongoing basis.

Gains and losses initially recognised in other comprehensive income on cross-currency swap contracts are recognised in profit

or loss (within finance costs) in the periods in which the hedged forecast transaction affects profit or loss. A reconciliation of

movements in the hedging reserve in relation to the cash flow hedging instrument is provided in note 14.3.

The impact of the hedging instrument on the consolidated balance sheet is as follows:

				Change in carrying	Change in carrying
				amount as a result of	amount as a result of
				net movements in	net movements in
			Carrying	the year recognised	the year recognised
			amount *	in OCI	in P&L
As at 30 September 2024		Nominal amount	£m	£m	£m
Derivative financial	Cross-currency
instruments	interest rate swap	EUR 300m	13	–	11

				Change in carrying		Change in carrying
				amount as a result of	amount as a result of
			Carrying	net movements in the	net movements in the
				amount * year recognised in OCI year recognised in P&L
As at 30 September 2023		Nominal amount	£m	£m	£m
Derivative financial	Cross-currency
instruments	interest rate swap	EUR 300m	2	(4)	6

Note:

* Liability position.

Further information on the Group’s exposure to foreign currency risk and how the risk is managed is included in note 13.6.

Notes to the consolidated financial statements continued

234 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

13 Financial instruments continued

13.6 Financial risk management

The Group’s exposure to and management of capital, liquidity, credit, interest rate and foreign currency risk are

summarised below.

Capital risk

The Group’s objectives when managing capital (defined as net debt plus equity) are to safeguard its ability to continue as a

going concern in order to provide returns to shareholders and benefits for other stakeholders, while maintaining an appropriate

balance of debt and equity funding. The Group manages its capital structure through regular review by the Board and makes

adjustments to it with respect to changes in economic conditions and our strategic objectives. Priorities for capital allocation

are organic and inorganic investment, including through acquisitions of complementary technology and partnerships; the

progressive growth of the dividend; and the return of surplus capital to shareholders, if appropriate. Over the medium term,

the Group plans to operate in a broad range of 1–2x net debt to EBITDA, with flexibility to move outside this range as the

business needs require. A reconciliation of the net debt/EBITDA ratio is provided as part of the capital allocation disclosure

within the Financial Review on page 61.

Liquidity risk

The Group manages its exposure to liquidity risk by reviewing cash resources required to meet business objectives through

both short- and long-term cash flow forecasts. The Group has committed facilities which are available to be drawn for general

corporate purposes including working capital. The Treasury function has responsibility for optimising the level of cash across

the business.

Credit risk

The Group’s credit risk primarily arises from trade and other receivables. The Group has a low operational credit risk due to the

transactions being principally of a high-volume, low-value, and short maturity. The Group has no significant concentration of

operational credit risk, with the exposure spread over a large number of well-diversified counterparties and customers.

The credit risk on liquid funds is considered to be low, as the Board-approved Group treasury policy limits the value that can be

invested with each approved counterparty to minimise the risk of loss. All counterparties must meet minimum credit rating

requirements or be specifically authorised as an exception.

Further information on the credit risk management procedures applied to trade receivables is given in note 8.1 and to cash and

cash equivalents in note 12.3. The carrying amounts of trade receivables and cash and cash equivalents shown in those notes

represent the Group’s maximum exposure to credit risk.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 235

Strategic Report Financial Statements

13 Financial instruments continued

13.6 Financial risk management continued

Interest rate risk

The Group’s borrowings at 30 September 2024 principally comprise sterling and euro denominated bond notes, which are at

fixed interest rates, and a bank RCF, which is subject to floating interest rates. Additionally, the Group is exposed to interest

rate risk on floating rate deposits. The Group regularly reviews forecast debt, cash and cash equivalents, and interest rates to

monitor this risk. Interest rates on debt and deposits are fixed when management decides this is appropriate.

At 30 September 2024, the Group had £508m (2023: £696m) of cash and cash equivalents, while its borrowings comprised:

• Sterling denominated bond notes of £743m (2023: £742m), comprising a £350m bond issued in 2021 and a £400m bond issued

in 2022. The Group is also party to a cross-currency interest rate swap in relation to the £350m bond, as a result of which the

bond had an effective average fixed interest rate of 2.45% (2023: 2.45%). The £400m bond had an average fixed coupon of

2.88% (2023: 2.88%).

• Euro denominated bond notes of £414m (2023: £433m). The Group is also party to cross-currency interest rate swaps in

relation to a part of this EUR 500m bond, as a result of which the bond had an effective average fixed interest rate of 4.53%

(2023: 4.43%).

• Unsecured bank loans of £nil (2023: £nil), which comprises an undrawn RCF.

Foreign currency risk

Although a substantial proportion of the Group’s revenue and profit is earned outside the UK, operating companies generally

only trade in their own currency. The Group is therefore not subject to any significant foreign exchange transactional exposure

within these subsidiaries.

The Group’s principal exposure to foreign currency lies in the translation of overseas profits into sterling; this exposure is

not hedged.

During the year a portion of the Group’s external euro denominated borrowings (EUR 156m of a nominal EUR 500m) were

designated as a hedge of the net investment in its subsidiaries in the Eurozone. The foreign exchange movements on

translation of the portion of these borrowings into sterling have therefore been recognised in the translation reserve.

This hedge relationship was de-designated effective from 30 September 2024. Prior to the repayment of the US senior

loan notes in the prior year, a proportion of the Group’s external US Dollar denominated borrowings, and the total of its

euro denominated borrowings, were designated as hedging instruments.

During the prior year, the Group entered into cross-currency swap contracts to both receive fixed sterling and pay fixed US

dollars (£264m, USD 321m), as well as receive fixed euros and pay fixed sterling (EUR 300m, £264m). The Group had an additional

pre-existing cross-currency swap contract to receive fixed sterling and pay fixed US dollars (£350m, USD 429m).

The euro-sterling swap contracts have been designated as the hedging instruments in a cash flow hedge relationship to

mitigate the risk of changes in the cash flows related to the remaining euro denominated borrowings attributable to changes

in exchange rate. The average interest rate of the euro-sterling swap contracts is 4.98%, fixed for the lifetime of the instrument.

See note 13.5.

The US Dollar-sterling swap contracts have been designated as a hedge of the Group’s net investment in its subsidiaries in the

US. See note 13.5.

Certain of the Group’s intercompany balances have been identified as part of the Group’s net investment in foreign operations.

Foreign exchange effects on these balances that remain on consolidation are also reflected in the translation reserve. The

Group’s other currency exposures comprise those currency gains and losses recognised in the income statement, reflecting

other monetary assets and liabilities of the Group that are not denominated in the functional currency of the entity involved.

At 30 September 2024 and 30 September 2023, these exposures were immaterial to the Group.

Notes to the consolidated financial statements continued

236 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

14 Equity

This note analyses the movements recorded through shareholders’ equity that are not explained elsewhere in the financial

statements, being changes in the amount which shareholders have invested in the Group.

The Group utilises share award plans as part of its employee remuneration package. These are set out in more detail

below, along with the costs incurred, and the number of shares outstanding.

Share plans primarily include:

• Performance Share Plan - The Sage Group Performance Share Plan for Directors and senior executives;

• Restricted Share Plan - The Sage Group Restricted Share Plan for colleagues who contribute to Sage’s strategic

outcomes;

• Other Plans - The Sage Save and Share Plan (the “Save and Share Plan”) for employees of the Group and

The Colleague Stock Purchase Plan (the “CSPP Plan”) for US-Based employees.

This note also shows the dividends paid in the year and any dividends that are to be proposed and paid post-year end.

Dividends are paid as an amount per ordinary share held.

14.1 Ordinary shares

Accounting policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or

options are shown in equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid,

including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the

owners of the Company until the shares are cancelled or reissued.

	2024	2024	2023	2023
Issued and fully paid ordinary shares of 1 4/77 pence each	shares	£m	shares	£m
At 1 October	1 ,100,789,295	1 2	1,100,789,295	12
Cancellation of shares	(29,289,778)	(1)	–	–
At 30 September	1 ,071,499,517	1 1	1,100,789,295	12

14.2 Share-based payments

Accounting policy

Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting

conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is

expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually

vest allowing for the effect of non market-based vesting conditions.

Fair value is measured using the Black-Scholes or the Monte Carlo pricing models, based on observable market prices. The

expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-

transferability, exercise restrictions and behavioural considerations.

All outstanding Sage Performance Share Plans (PSPs) are subject to some non-market performance conditions. The

element of the income statement charge relating to market performance conditions is fixed at the grant date.

At the end of the reporting period, the Group revises its estimates for the number of awards expected to vest. It recognises

the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment

to equity.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 237

Strategic Report Financial Statements

14 Equity continued

14.2 Share-based payments continued

The total charge for the year relating to employee share-based payment plans was £56m (2023: £49m), all of which related to

equity-settled share-based payment transactions.

	2024	2023
Plans	£m	£m
Performance Share Plan	5	4
Restricted Share Plan	48	42
Other Plans	3	3
Total	56	49

£11m of the charge for the year (2023: £6m) relates to acquisition-related remuneration and is reported as a recurring

adjustment within other M&A activity-related items. See note 3.6.

The Sage Group Performance Share Plan

Annual grants of performance shares will normally be made to Executive Directors and Senior Executives after the preliminary

declaration of the annual results. Under the Performance Share Plan, 755,730 (2023: 857,978) awards were made during the year.

Awards for 2022

These performance shares are subject to a service condition and three performance conditions. Performance conditions are

weighted 55% on the achievement of a financial performance target, 30% on the achievement of a TSR target, and 15% on the

achievement of ESG targets.

The financial performance target is based on the achievement of Sage Business Cloud (SBC) Penetration targets for the final

year of the performance period. Where SBC Penetration is between prescribed targets, the extent to which the financial

performance condition is satisfied will be calculated on a straight-line, pro-rata basis within a defined range.

2022 awards		Range 1	Range 2
•	SBC Penetration (%)	75%–80%	80%–85%
•	Performance condition satisfied (%)	1 1%–44%	44%–55%

The performance target relating to TSR measures share price performance against a designated comparator group. Where TSR

is between median and upper quartile, the TSR vesting percentage will be calculated on a straight-line, pro-rata basis between

6% and 24%, and where TSR is between upper quartile and upper decile, the TSR vesting percentage will be calculated on a

straight-line, pro-rata basis between 24% and 30%.

The comparator group for awards granted for 2022 onwards is the companies comprised in the FTSE 100 Index at the start of the

performance period, excluding financial services and extraction companies.

The performance targets relating to ESG are based on the achievement of targets relating to (i) the aggregate number of

volunteering hours recorded through the Sage Foundation during the performance period, (ii) the aggregate number of

individuals supported through Sage’s Sustainability and Society strategy during the performance period, and (iii) Sage’s ESG

Strategy Impact at the end of the performance period. Where aggregate volunteering hours and aggregate individuals

supported are between prescribed targets, the extent to which the ESG performance conditions are satisfied will be calculated

on a straight-line, pro-rata basis within a defined range.

2022 awards		Range 1	Range 2
•	Volunteering hours (number)	400,000–500,000	500,000-600,000
•	Performance condition satisfied (%)	0.75%–3%	3%–3.75%
•	Individuals supported (number)	22,000–27,000	27,000-32,000
•	Performance condition satisfied (%)	0.75%–3%	3%–3.75%

Sage’s ESG Strategy Impact will be measured by (i) its alignment to the Sustainability Accounting Standards Board’s (SASB’s)

standards, (ii) its achievement of Global Reporting Initiative’s (GRI’s) sustainability reporting standards (GRI CORE and GRI

COMPREHENSIVE are the two levels to which Sage can align), and (iii) achievement of a top 10% ranking in at least 3 ESG

rating schemes.

Notes to the consolidated financial statements continued

238 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

14 Equity continued

14.2 Share-based payments continued

Given an achievement of full SASB alignment, achieving GRI CORE would result in the performance condition being 1.5%

satisfied, while achieving GRI COMPREHENSIVE would result in the performance condition being 6% satisfied. Where the ESG

Strategy Impact is between GRI CORE and GRI COMPREHENSIVE, the extent to which the ESG performance condition is satisfied

will be calculated on a straight-line, pro-rata basis within this defined range of 1.5%–6%.

Given an achievement of full SASB alignment and GRI COMPREHENSIVE, achieving a top 10% ranking in at least 3 ESG rating

schemes would result in the performance condition being 7.5% satisfied. Where a top 10% ranking is between zero and 3 ESG

rating schemes, the extent to which the ESG performance condition is satisfied will be calculated on a straight-line, pro-rata

basis within this defined range of 6%–7.5%.

Awards for 2023

These performance shares are subject to a service condition and three performance conditions. Performance conditions are

weighted 50% on the achievement of a financial performance target, 30% on the achievement of a TSR target, and 20% on the

achievement of ESG targets.

The financial performance target is based on the achievement of Sage Business Cloud (SBC) Penetration targets for the final

year of the performance period. Where SBC Penetration is between prescribed targets, the extent to which the financial

performance condition is satisfied will be calculated on a straight-line, pro-rata basis within a defined range.

2023 awards		Range 1	Range 2
•	SBC Penetration (%)	85%–89%	89%–92%
•	Performance condition satisfied (%)	1 0%–40%	40%–50%

The performance target relating to TSR measures share price performance against a designated comparator group. Where TSR

is between median and upper quartile, the TSR vesting percentage will be calculated on a straight-line, pro-rata basis between

6% and 24%, and where TSR is between upper quartile and upper decile, the TSR vesting percentage will be calculated on a

straight-line, pro-rata basis between 24% and 30%.

The comparator group for awards granted for 2023 onwards is the companies comprised in the FTSE 100 Index at the start of the

performance period, excluding financial services and extraction companies.

The performance targets relating to ESG are based on the achievement of targets relating to (i) a Protect the Planet condition,

(ii) a Tech for Good condition, and (iii) two Diversity, Equity and Inclusion conditions. Where attainment of each of the ESG

condition are between prescribed targets, the extent to which the ESG performance conditions are satisfied will be calculated

on a straight-line, pro-rata basis within defined ranges as detailed below.

The Protect the Planet condition will be measured by reference to the reduction in the Group’s Scope 1, 2 and 3 carbon emissions

during the performance period.

2023 awards		Range 1	Range 2
•	Reduction in carbon emissions (%)	6.9%– 1 3.8%	1 3.8%–20.7%
•	Performance condition satisfied (%)	1 .5%–6%	6%–7.5%

The Tech for Good condition will be measured by reference to the number of Sage products that have embedded functionality

for carbon accounting at the end of the performance period.

2023 awards		Range 1	Range 2
•	Number of products (number)	3–6	6–8
•	Performance condition satisfied (%)	1 %–4%	4%–5%

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 239

Strategic Report Financial Statements

14 Equity continued

14.2 Share-based payments continued

The Diversity, Equity and Inclusion conditions will be measured by reference to (i) the inclusion score in the employee

engagement survey undertaken in the last financial year of the performance period, and (ii) the percentage of leadership teams

meeting Sage’s global gender diversity target at the end of the performance period.

2023 awards		Range 1	Range 2
•	Inclusion score (number)	82–84	84–86
•	Performance condition satisfied (%)	0.75%–3%	3%–3.75%
•	Percentage of teams (% )	50%–65%	65%–80%
•	Performance condition satisfied (%)	0.75%–3%	3%–3.75%

Awards for 2024

These performance shares are subject to a service condition and three performance conditions over the 3-year length of the

performance period. Performance conditions are weighted 50% on the achievement of a financial performance target, 30% on

the achievement of a TSR target, and 20% on the achievement of ESG targets.

The financial performance condition is based on the achievement of underlying earnings per share targets at the end of the

performance period. Where Underlying EPS is between prescribed targets, the extent to which the financial performance

condition is satisfied will be calculated on a straight-line, pro-rata basis within a defined range.

2024 awards		Range 1	Range 2
•	Underlying EPS (pence )	37.0–43.0	43.0–46.0
•	Performance condition satisfied (%)	1 0%–40%	40%–50%

The performance target relating to TSR measures share price performance against a designated comparator group. Where TSR

is between median and upper quartile, the TSR vesting percentage will be calculated on a straight-line, pro-rata basis between

6% and 24%, and where TSR is between upper quartile and upper decile, the TSR vesting percentage will be calculated on a

straight-line, pro-rata basis between 24% and 30%.

The comparator group for awards granted for 2024 onwards is the companies comprised in the FTSE 100 Index at the start of the

performance period, excluding financial services and extraction companies.

The performance targets relating to ESG are based on the achievement of targets relating to (i) a Protect the Planet condition,

(ii) a Tech for Good condition, and (iii) two Diversity, Equity and Inclusion conditions.

The Protect the Planet condition will be measured by reference to the reduction in the Group’s Scope 1, 2, and 3 carbon

emissions during the performance period.

2024 awards		Range 1	Range 2
•	Reduction in carbon emissions (%)	8.1%– 1 6.2%	1 6.2%–24.3%
•	Performance condition satisfied (%)	1 .5%–6%	6%–7.5%

Notes to the consolidated financial statements continued

240 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

14 Equity continued

14.2 Share-based payments continued

The Tech for Good condition will be measured by reference to the Sage suites that have embedded functionality for carbon

accounting at the end of the performance period.

			Performance condition
2024 awards		Access to carbon accounting functionality through Sage Suites	satisfied (%)
•	Threshold 1	No suites	0%
•	Threshold 2	Sage for Small Business suite	1%
•	Threshold 3	Sage for Small Business suite and Sage for Accountants suite	4%
•	Threshold 4	Sage for Small Business suite, Sage for Accountants suite,	5%
		and Sage for Medium Business suite

The Diversity, Equity and Inclusion conditions will be measured by reference to (i) the percentage of ethnically diverse

colleagues in Senior Leadership Teams, and (ii) the percentage of leadership teams in the top four levels of Sage meeting the

global gender diversity target, at the end of the performance period.

2024 awards		Range 1	Range 2
•	Percentage of teams—ethnicity (% )	1 3.0%– 1 6.5%	1 6.5%–20.0%
•	Performance condition satisfied (%)	0.75%–3%	3%–3.75%
•	Percentage of teams—gender (% )	50%–65%	65%–80%
•	Performance condition satisfied (%)	0.75%–3%	3%–3.75%

Awards were valued using the Monte Carlo option pricing model. Performance conditions were included in the fair value

calculations, which were based on observable market prices at grant date. All options granted under performance share awards

have an exercise price of £nil. The fair value per award(s) granted and the assumptions used in the calculation are as follows:

	December	February	May
Grant date	2023	2024	2024
Share price at grant date	1 1.30	1 1.74	1 0.87
Number of employees	8	1	2
Shares under award	466,758	241,514	47,458
Vesting period (years)	3	3	3
Expected volatility	23.4%	23.0%	24.3%
Award life (years)	3	3	3
Expected life (years)	3	3	3
Risk-free rate	4.17%	3.72%	4.25%
Fair value per award	8.82	8.91	1 0.00

	December
Grant date	2022
Share price at grant date	8.02
Number of employees	9
Shares under award	857,978
Vesting period (years)	3
Expected volatility	28.4%
Award life (years)	3
Expected life (years)	3
Risk-free rate	3.29%
Fair value per award	6.55

The expected volatility is based on historical volatility over the last three years. The expected life is the average expected

period to exercise. The risk-free rate of return is the yield on zero-coupon UK government bonds of a term consistent with the

assumed award life.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 241

Strategic Report Financial Statements

14 Equity continued

14.2 Share-based payments continued

A reconciliation of award movements over the year is shown below:

		2024		2023
		Weighted		Weighted
		average		average
		exercise		exercise
	Number	price	Number	price
	’000s	£	’000s	£
Outstanding at 1 October	2,447	–	3,055	–
Awarded	756	–	858	–
Forfeited	(210)	–	(536)	–
Exercised	(151)	–	(930)	–
Outstanding a t 30 September	2,842	–	2,447	–
Exercisable at 30 September	–	–	–	–

		2024		2023
		Weighted		Weighted
		average		average
		remaining		remaining
		life years		life years
Range of exercise prices	Expected	Contractual		Expected Contractual
N/A	0.9	0.9	1.2	1.2

The Sage Group Restricted Share Plan

The Group’s Restricted Share Plan is a long-term incentive plan issued to colleagues who contribute to Sage’s strategic

outcomes.

These contingent share awards are made primarily with service conditions. Executive Directors are not permitted to participate

in the plan and shares are either purchased in the market or treasury shares are utilised to satisfy vesting awards. These awards

primarily have service conditions and their fair values are equal to the share price on the date of grant. During the year 4,115,981

(2023: 6,553,637) awards were made, with fair values ranging from 11.06p to 11.49p.

A reconciliation of award movements over the year is shown below:

		2024		2023
		Weighted		Weighted
		average		average
		exercise		exercise
	Number	price	Number	price
	’000s	£	’000s	£
Outstanding at 1 October	1 8,634	–	17,727	–
Awarded	4,116	–	6,554	–
Forfeited	(1,372)	–	(1,527)	–
Exercised	(6,335)	–	(4,120)	–
Outstanding a t 30 September	1 5,043	–	18,634	–
Exercisable at 30 September	–	–	–	–

		2024	2023
		Weighted average	Weighted average
		remaining life	remaining life
		years	years
Range of exercise prices	Expected	Contractual	Expected Contractual
N/A	1 .3	1 .3	1.6 1.6

Notes to the consolidated financial statements continued

242 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

14 Equity continued

14.2 Share-based payments continued

Other Plans

Other plans comprise The Sage Save and Share Plan (the “Save and Share Plan”), The Colleague Stock Purchase Plan (the “CSPP”)

and acquisition options. These are not considered to be material to the Group’s overall share-based payment arrangements. The

key aspects of the Group’s share option arrangements are explained below.

The Save and Share Plan is a savings-related share option plan for employees of the Group and is available to employees in

the majority of countries in which the Group operates. The UK plan is an HMRC-approved savings-related share option scheme,

and similar arrangements apply in other countries where they are available. The fair value of the options is expensed over

the service period of three years, with a forfeiture assumption included for any anticipated lapses as employees leave

the Group.

During the year, 1,423,017 (2023: 1,579,315) options were granted under the terms of the Save and Share Plan.

The Colleague Stock Purchase Plan is an employee share purchase plan and is available to employees within the USA. The fair

value of the options is expensed over the service period of six months, with a forfeiture assumption included for any anticipated

lapses as employees leave the Group.

During the year, 197,730 (2023: nil) awards were granted under the terms of the CSPP.

As part of certain acquisitions, the Group awards certain employees with options proportional to previously held options in the

company acquired. Nil (2023: nil) options have been granted in the year. During the year, £nil (2023: £nil) costs have been

incurred to the income statement in respect of these acquisition options.

A reconciliation of historic acquisition award movements over the year is shown below:

		2024		2023
		Weighted		Weighted
		average		average
		exercise		exercise
	Number	price	Number	price
	’000s	£	’000s	£
Outstanding at 1 October	705	3.28	963	3.45
Forfeited	(42)	0.83	(15 )	3.20
Exercised	(130)	2.66	(243 )	3.95
Outstanding at 30 September	533	3.62	705	3.28
Exercisable at 30 September	533	3.62	705	3.28

		2024		2023
		Weighted average		Weighted average
		remaining life		remaining life
		years		years
Range of exercise prices	Expected	Contractual	Expected	Contractual
72p–702p	–	2.1	–	3.0

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 243

Strategic Report Financial Statements

14 Equity continued

14.3 Other reserves

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

in equity.

	Translation	Hedging	Merger
	reserve	reserve	reserve	Total
Other reserves can be analysed as follows:	£m	£m	£m	£m
At 1 October 2023	1 24	4	61	1 89
Exchange differences on translating foreign operations
and net investment hedges	(101)	–	–	(101)
A t 30 September 2024	23	4	61	88

	Translation	Hedging	Merger
	reserve	reserve	reserve	Total
Other reserves can be analysed as follows:	£m	£m	£m	£m
At 1 October 2022	206	–	61	267
Exchange differences on translating foreign operations
and net investment hedges	(82)	–	–	(82)
Cash flow hedges	–	4	–	4
At 30 September 2023	124	4	61	189

This note further explains the nature and purpose of the translation, hedging and merger reserves.

Translation reserve

The translation reserve represents the accumulated exchange differences arising since the transition to IFRS from the

following sources:

• The impact of the translation of subsidiaries with a functional currency other than sterling; and

• Exchange differences arising on hedging instruments that are designated hedges of a net investment in foreign operations,

net of tax where applicable.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used

in cash flow hedges pending subsequent recognition in profit or loss.

Merger reserve

Merger reserve brought forward relates to the merger reserve which was present under UK GAAP and frozen on transition to IFRS.

Notes to the consolidated financial statements continued

244 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

14 Equity continued

14.4 Retained earnings

		2024	2023
Retained earnings	Note	£m	£m
At 1 October		658	570
Profit for the year		323	211
Actuarial loss on post-employment benefit obligations, net of ta x	10	(2)	–
Employee share option scheme- v alue of employee services including deferred tax		62	57
Proceeds from issuance of treasury shares		9	11
Cancellation of treasury shares		1	–
Share buyback programme		(351)	–
Purchase of shares by Employee Benefit Trust		(55)	(1)
Dividends paid to owners of the parent	14.5	(199)	(190)
A t 30 September		446	658

Treasury shares

At 30 September 2024, the Group held 66,725,007 (2023: 73,906,470) treasury shares.

During the year, the Group agreed to satisfy the vesting of certain share awards, utilising a total of 7,181,463 (2023: 7,262,433)

treasury shares.

On 22 November 2023, the Group entered into a non-discretionary share buyback programme to purchase up to £350m of its own

shares. The programme completed in April 2024, for a total consideration of £345m plus expected associated taxes, corresponding

to the £351m recognised through retained earnings at the balance sheet date, of which £348m was paid in the current year.

During the year, the Group repurchased a total of 29,289,778 ordinary shares as part of the programme, all of which were

subsequently cancelled. The average price paid per ordinary share was £11.79.

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. Once purchased, shares are not sold back into the market. The EBT holds 8,473,802 ordinary

shares in the Company (2023: 4,419,478) at a cost of £77m (2023: £34m) with £55m of shares purchased during the year

(2023: £1m), funded by the Company, and a nominal value of £nil (2023: £nil).

During the year, the EBT utilised 1,381,398 shares it held to satisfy the vesting of certain share awards (2023: 258,505). The EBT

did not receive additional funds for future purchase of shares in the market (2023: £nil).

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 2024 was £87m (2023: £44m).

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 245

Strategic Report Financial Statements

14 Equity continued

14.5 Dividends

Accounting policy

Dividends are recognised through equity when approved by the Company’s shareholders or on payment, whichever

is earlier.

	2024	2023
	£m	£m
Final dividend paid for the year ended 30 September 2023 of 12.75p per share	1 29	–
(2023: final dividend paid for the year ended 30 September 2022 of 12.10p per share)	–	123
Interim dividend paid for the year ended 30 September 2024 of 6.95p per share	70	–
(2023: interim dividend paid for the year ended 30 September 2023 of 6.55p per share)	–	67
	1 99	190

In addition, the Directors are proposing a final dividend in respect of the financial year ended 30 September 2024 of 13. 50p

per share, which will absorb an estimated £135m of shareholders’ funds. The Company’s distributable reserves are sufficient

to support the payment of this dividend. If approved at the Annual General Meeting on 6 February 2025, it will be paid on 11

February 2025 to shareholders who are on the register of members on 10 January 2025. These financial statements do not reflect

this proposed dividend payable.

Notes to the consolidated financial statements continued

246 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

15 Acquisitions and disposals

The following note outlines acquisitions and disposals during the year and the accompanying accounting policies. Each

acquisition or disposal during the year is discussed and the effects on the results of the Group are highlighted. Additional

disclosures are presented for disposals and planned disposals that qualify as businesses held for sale or for presentation

as discontinued operations.

Accounting policy

Acquisitions

The acquisition of subsidiaries is accounted for using the acquisition method. The cost of an acquisition is measured as

the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any

non-controlling interests in the acquiree. The acquiree’s identifiable assets, liabilities and contingent liabilities that

meet the conditions for recognition under IFRS 3 “Business Combinations” are recognised at their fair values at the

acquisition date.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date.

Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability are

recognised in the income statement. Contingent consideration that is classified as equity is not remeasured, and its

subsequent settlement is accounted for within equity.

Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the

acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the

Group’s total identifiable net assets acquired. If, after reassessment, the Group’s interest in the net fair value of the

acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the

difference is recognised directly in the consolidated income statement. Any subsequent adjustment to reflect changes in

consideration arising from contingent consideration amendments is recognised in the consolidated income statement.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair

value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

Acquisition-related items such as legal or professional fees are expensed to the income statement as incurred.

Acquisitions of certain legal entities can be accounted for as an asset acquisition, rather than a business combination,

when they satisfy the “concentration test” exemption under IFRS 3 “Business Combinations”. This is often the case where

the value of the acquired legal entity largely comprises a single asset or technology. Where this is applied, no goodwill is

recognised as part of the acquisition accounting.

Businesses held for sale and discontinued operations

The Group classifies the assets and liabilities of a business as held for sale if their carrying amounts will be recovered

principally through a sale of the business rather than through continuing use. These assets and liabilities are measured at

the lower of their carrying amount and fair value less costs to sell. The criteria for classification as held for sale are met

only when the sale is highly probable and the business is available for immediate sale in its present condition. Actions

required to complete the sale must indicate that it is unlikely that significant changes will be made to the plan or that the

decision to sell will be withdrawn. Management must be committed to the sale and completion must be expected within

one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated

or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately

as current items in the consolidated balance sheet.

A business qualifies as a discontinued operation if it is a component of the Group that either has been disposed of,

or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations; and

• Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.

Discontinued operations are excluded from the results of continuing operations in both the current and prior years and

are presented as a single amount in the consolidated income statement as profit or loss on discontinued operations.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 247

Strategic Report Financial Statements

15 Acquisitions and disposals continued

15.1 Acquisitions

Infineo

On 9 September 2024, the Group acquired a 100% controlling interest in Infineo SAS (“Infineo”). Infineo provides on-premises

and cloud based financial reporting solutions for SME’s data collection and creation of real-time dashboard and reports across

financial reporting, HR and payroll functions. The acquisition of Infineo accelerates Sage’s strategy for growth by broadening

its value prioritisation for SMBs and demonstrating Sage’s renewed commitment to the French market.

	Total
Summary of acquisition	£m
Acquisition-date fair value of consideration	34
Provisional fair value of identifiable net assets	(2)
Goodwill	32

In line with IFRS 3, the initial accounting for the acquisition of Infineo is provisional. The provisional fair value of identifiable

net assets acquired comprises cash and cash equivalent of £4m and £2m of trade and other payables. The residual excess of

consideration over the net assets acquired has been provisionally recognised as unallocated goodwill. No goodwill is expected

to be deductible for tax purposes. Adjustments to provisional amounts will be made within the permitted measurement period

where they reflect new information obtained about facts and circumstances that were in existence at the acquisition date. It is

expected that the acquisition accounting will be finalised within 12 months. 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:

	Total
	£m
Cash consideration	(34)
Cash and cash equivalents acquired	4
Net cash outflow	(30)

Transaction costs of £2m 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 3.6.

Arrangements have been put in place for retention payments to remunerate employees of Infineo 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 Infineo for the period since the acquisition

date, of which both are immaterial. On an underlying basis, revenue would have increased by £1m and profit after tax would have

increased by £3m if Infineo had been acquired at the start of the financial year and included in the Group’s results for the year

ended 30 September 2024. On a statutory basis, revenue would have increased by £1m with no impact on the profit after tax,

which includes £3m of other M&A activity-related items.

16 Related party transactions

This note provides information about transactions between the Group and its related parties. A group’s related parties

include any entities over which it has control, joint control, or significant influence, and any persons who are members of

its key management personnel.

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. Compensation paid to the Executive Leadership Team is disclosed in note 3.3.

No other related party transactions occurred during the current year or the prior year.

Notes to the consolidated financial statements continued

248 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

17 Events after the balance sheet date

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 £32m. Tritium Software provides a cloud-native, mobile workforce

management solution for field-based sales teams through its main product, ForceManager. Due to the timing of the acquisition

being after 30 September 2024, the results of Tritium Software are not included in our financial statements for the year ended

30 September 2024 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.

On 19 November 2024, The Sage Group plc approved a share buyback programme of its ordinary shares of up to £400m, which is

expected to commence on 20 November 2024, and end no later than 3 June 2025.

18 Group undertakings

While we present consolidated results in these financial statements, our structure is such that there are a number of

different operating and holding companies that contribute significantly to the overall result.

Our subsidiaries are located around the world and each contributes to the profits, assets, and cash flow of the Group.

The entities listed below and on the following pages are subsidiaries of the Company or the Group. The Group percentage of

equity capital and voting rights is 100% for all subsidiaries listed below unless indicated otherwise. The results for all of the

subsidiaries have been consolidated within these financial statements.

Country	Name	Registered Office address
Australia	Brightpearl Pty Limited	Suite 60 Level 2, 2 O'Connell Street,
		Parramatta NSW 2150, Australia
Australia	HAMY (Australia) Pty Limited (In	C / o - Fincorp Accountants, Suite 7, 2-4 Northumberland Road,
	Liquidation 11/03/2024)	Caringbah NSW 2229, Australia
Australia	Ocre x Australia Pty. Limited	Level 17, 100	Barangaroo Avenue, Barangaroo NSW 2000,
		Australia
Australia	Sage Business Solutions Pty Ltd	Level 17, 100	Barangaroo Avenue, Barangaroo NSW 2000,
		Australia
Australia	Sage Intacct Australia Pty Limited	Level 17, 100	Barangaroo Avenue, Barangaroo NSW 2000,
		Australia
Australia	Snowdrop Systems Pty Ltd	Level 17, 100	Barangaroo Avenue, Barangaroo NSW 2000,
		Australia
Austria	Sage GmbH	Stella-Klein-Löw-Weg 15, AT-1020, Wien, Austria
Bahamas	Intelligent Apps Holdings Ltd	#2 Bayside Executive Park, West Bay Street & Blake Road,
		Nassau, N.P., The Bahamas, Bahamas
Belgium	Sage S.A.	Rue Picard, 7 boite 100, 1000 Bruxelles Belgique, Belgium
Botswana	Sage Software Botswana (Pty) Ltd 1	Plot 50371,	Fairground Office Park, Gaborone, Botswana
Canada	Sage Software Canada Ltd	111, 5th Avenue SW, Suite 3100-C, Calgary AB T2P 5L3, Canada
France	Sage Holding France SAS	10 Place de Belgique, 92250, La Garenne-Colombes,
		Paris, France
France	Sage Overseas Limited (Branch	10 Place de Belgique, 92250, Le Garenne Colombes,
	Registration)	Paris, France
France	Sage SAS	10 Place de Belgique, 92250, La Garenne-Colombes,
		Paris, France
France	Infineo SAS	5 Rue de la Toscane, 44240, La Chapelle-sur-Edre, France
Germany	Best Software (Germany) GmbH	Franklinstraße 61-63 60486, Frankfurt am Main, Germany
Germany	eWare GmbH	Untere Weidenstr. 5, c/o RAè Becker & Koll., 81543,
		München, Germany
Germany	Sage bäurer GmbH	Josefstraße 10, 78166, Donaueschingen, Germany
Germany	Sage CRM Solutions GmbH	Franklinstraße 61-63, 60486, Frankfurt am Main, Germany
Germany	Sage GmbH	Franklinstraße 61-63 60486, Frankfurt am Main, Germany
Germany	Sage Management & Services GmbH	Franklinstraße 61-63 60486, Frankfurt am Main, Germany
Germany	Sage Services GmbH	Kar l -Heine-Straße 109-111, 04229, Leipzig, Germany

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 249

Strategic Report Financial Statements

18 Group undertakings continued

Country		Name	Registered Office address
India		Corecon Technologies India Private	B-M.C.F-97/B, ARYA NAGAR MOHNA ROAD, BALLABGARH,
		Limited	FARIDABAD, Haryana, 121004, India
India		Intacct Software Private Limited 1	No 501 & 502, Tower C, 5th Floor, The Millenia, No. 1 & 2,
		Murphy Road, Bangalore, Karnataka, 560 008, India
India		Lockstep Network India Pvt. Ltd.	1st and 2nd Flr Sky Loft, Creaticity Mall Opp Golf Course,
		Shastrinagar Yerwada, Pune, 411006, India
India		Sage Business Technology (India)	The Atrium at Quark City, Zone -D, Second Floor, A-45,
		Private Limited	Industrial Focal Point, Phase VIII B, Mohali, 160059, India
India		Sage Software India Pvt Ltd (In Liquidation) N-34, Lower Ground Floor, Kalkaji, New Delhi, 110 019, India
India		VV Finly Technology Pvt. Ltd.	#S-204, Wilson Court Apts, 6th Cross, 2nd Main, Wilson
		Garden, Bangalore, 560027, India
Ireland		Ocrex Limited	Number One, Central Park, Leopardstown, DUBLIN 18, Ireland
Ireland		Sage Global Services (Ireland) Limited	Number One, Central Park, Leopardstown, DUBLIN 18, Ireland
Ireland		Sage Hibernia Limited	Number One, Central Park, Leopardstown, DUBLIN 18, Ireland
Ireland		Sage Irish Finance Company Unlimited	Deloitte House, 29 Earlsfort Terrace, Dublin, Dublin 2 DO2
		Company (In liquidation 8/12/2023)	AY28
Ireland		Sage Technologies Limited	Number One, Central Park, Leopardstown, DUBLIN 18, Ireland
Ireland		Sage Treasury Ireland Unlimited Company	1 Central Park, Leopardstown, Dublin 18,
			Dublin, D18NH10, Ireland
Israel		Budgeta Technologies Ltd	144	Begin Menachem Rd, Tel Aviv, 6492102, Israe l
Kenya		Sage Software East Africa Limited 1	114 & 115, 1st Floor, Nivina Towers, LR NO. 1870/IX/96,
			Westlands Road, Nairobi, Kenya
Latvia		CakeHR SIA	Brivibas iela 40-27, Riga, LV-1050, Latvia
Malaysia		Sage Malaysia Business Solutions Sdn. Bhd. Level 11, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral,
		Kuala Lumpur, Malaysia	50470
Morocco	Sage Software SARL		Tour Crystal 1, Niveau 9, Bd Sidi Mohamed Ben Abdellah,
			Casablanca, 20030, Morocco
Namibia	Sage Software Namibia (Pty) Ltd		344	Independence Avenue, Windhoek, P O BOX 1571, Namibia
Nigeria	Sage Software Nigeria Limited 1		Landmark Towers, 5B Water Corporation Road,
		Victoria Island, Lagos, Nigeria
Poland	Sage Software Poland sp. z o.o.	ul. Towarowa 28, 00-839, Warsaw, Poland
Portugal	Sage Portugal – Software, S.A.	Edifício Olympus II, Av. Dom Afonso Henriques 1462, 4450-013,
		Matosinhos, Portugal
Romania	Intacct Development Romania SRl		Bulevardul 21 DECEMBRIE 1989, Nr. 77, camera C.1.2, clădirea
		C-D, The Office, Etaj 1, Cluj-Napoca, Judet Cluj, Romania
Singapore	Sage Singapore Pte. Ltd.	7 Straits View # 12-00, Marina One East Tower, Singapore,
		018936,		Singapore
South Africa	Sage Alchemex (Pty) Ltd	23A Flanders Drive, Mount Edgecombe, Durban, 4321,
		South Africa
South Africa	Sage South Africa (Pty) Ltd*	Floor 6 Gateway West, 22 Magwa Crescent, Waterfall 5-1R,
		Midrand, Gauteng, 2066, South Africa
Spain	Sage Spain Holdco S.L.U		Moraleja Building One – Planta 1, Parque Empresarial de La
		Loraleja, Avenida de Europa no19, 28108 Alcobendas,
		Madrid, Spain
Spain	Sage Spain SL 1		Moraleja Building One – Planta 1, Parque Empresarial de La
		Moraleja, Avenida de Europa no19, 28108 Alcobendas,
		Madrid, Spain
Switzerland	Sage Bäurer AG	c/o Legalis Consulting GmbH, Suurstoffi 29, 6343,
		Rotkreuz, Switzerland
United Arab Emirates	Sage Software Middle East FZ-LLC		Premises: 116-120, Floor: 01, Building: 11, Dubai,
		United Arab Emirates
United Kingdom	Brightpearl Limited	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne,
		NE28 9EJ, United Kingdom
United Kingdom	FUTRLI LTD (In Liquidation 14/03/2024)	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne,
		NE28 9EJ, United Kingdom

Notes to the consolidated financial statements continued

250 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

18 Group undertakings continued

Country	Name	Registered Office address
United Kingdom	HR Bakery Ltd	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Interact UK Holdings Limited*	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Ocrex UK Ltd	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Sage (UK) Ltd	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Sage Euro Hedgeco 1	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Sage Euro Hedgeco 2	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Sage Far East Investments Limited	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Sage Global Services Limited	C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyn e,
		NE28 9EJ, United Kingdom
United Kingdom	Sage Hibernia Investments No. 1 Limited	3 Field Court, Gray's Inn, London, WC1R 5EF, United Kingdom
	(In Liquidation 14/06/2023)
United Kingdom	Sage Hibernia Investments No. 2 Limited	3 Field Court, Gray's Inn, London, WC1R 5EF, United Kingdom
	(In Liquidation 14/06/2023)
United Kingdom	Sage Holding Company Limited*	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage Holdings Limited	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage Irish Investments LLP (In Liquidation	3 Field Court, Gray's Inn, London, WC1R 5EF, United Kingdom
	15/12/2023)
United Kingdom	Sage Irish Investments One Limited (In	3 Field Court, Gray's Inn, London, WC1R 5EF, United Kingdom
	l iquidation 15/12/2023)*
United Kingdom	Sage Irish Investments Two Limited (In	3 Field Court, Gray's Inn, London, WC1R 5EF, United Kingdom
	Liquidation 15/12/2023)*
United Kingdom	Sage Online Holdings Limited	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage Overseas Limited	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage People Limited	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage Treasury Company Limited*	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage US LLP	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage USD Hedgeco 1	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage USD Hedgeco 2	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sage Whitley Limited	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Sagesoft	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Snowdrop Systems Limited	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
		Tyne, NE28 9EJ, United Kingdom
United Kingdom	Spherics Technology Ltd (In Liquidation	C23 – 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon
	13/03/2024)	Tyne, NE28 9EJ, United Kingdom

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 251

Strategic Report Financial Statements

18 Group undertakings continued

Country	Name	Registered Office address
United States	Anvyl, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Brightpearl, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Ocrex, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Sage Budgeta, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Sage Global Services US, Inc	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Sage Intacct, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Sage People, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Sage Software Holdings, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Sage Software International, Inc.	425	West Washington Street #4, Suffolk, Suffolk (Independent
		City), VA 23434, United States
United States	Sage Software North America	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Sage Software, Inc.	425	West Washington Street #4, Suffolk, Suffolk (Independent
		City), VA 23434, United States
United States	Sage Tempus, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Softline Holdings USA, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Softline Software USA, LLC	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	Softline Software, Inc.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States
United States	South Acquisition Corp.	Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington,
		New Castle County, DE 19803, United States

Notes:

* Direct subsidiary.

1 Group holding in the subsidiary is ≥99% and <100%.

Notes to the consolidated financial statements continued

252 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 253

Strategic Report Financial Statements

Company financial statements

Pages

Company financial statements

Company balance sheet 254

Company statement of changes in equity 255

Company accounting policies 256

Notes to the Company financial statements

1. Dividends 258

2. Fixed assets: investments 258

3. Cash at bank and in hand 258

4. Debtors 259

5. Trade and other payables 259

6. Borrowings 259

7. Obligations under operating leases 259

8. Equity 260

Additional InformationFinancial StatementsGovernance ReportStrategic Report

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 253

Note

2024

£m

2023

£m

Non-current assets

Investments 2 3,088 3,088

Debtors 4 417 433

Deferred tax assets 2 3

3,507 3,524

Current assets

Cash at bank and in hand 3 21 1

Debtors 4

,229 1,726

,250 1,727

Current liabilities

Trade and other creditors 5 (35

)

(31)

Non-current liabilities

Borrowings 6 (1,157

)

(1,173)

Net assets 3,565 4,047

Capital and reserves

Called up share capital 8.1

1 12

Share premium account 548 548

Other reserves 8.2 (807

)

(452)

Profit and loss account 3,813 3,939

Total shareholders’ funds 3,565 4,047

The Company’s profit for the year was £58m (2023: £71m).

The financial statements on pages 254 to 260 were approved by the Board of Directors on 19 November 2024 and are signed on

its behalf by:

Jonathan Howell

Chief Financial Officer

Company’s registered number 02231246

Company balance sheet

At 30 September 2024

254 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Attributable to owners of the parent

Called up

share capital

£m

premium

£m

Other

reserves

£m

Profit and

loss account

£m

Total

equity

£m

At 1 October 2023

2 548 (452) 3,939 4,047

Profit for the

ear – – – 58 58

Total comprehensive income for the

ear ended

30 September 2024

– – – 58 58

Transactions with owners:

Employee share option scheme—value of employee services – – – 56 56

Utilisation of treasury shares – – 50 (50) -

Proceeds from issuance of treasury shares – – – 9 9

Purchase of shares by Employee Benefit Trust – – (55) – (55)

Cancellation of ordinary shares (1) –

– –

Share buyback programme – – (35

)

– (35

)

Dividends paid to owners of the parent – – – (199) (199)

Total transactions with owners for the

ear ended

30 September 2024 (1) – (355) (184) (540)

At 30 September 2024

1 548 (807

)

3,813 3,565

Attributable to owners of the parent

Called up

share capital

£m

premium

£m

Other

reserves

£m

Profit and loss

account

£m

Total

equity

£m

October 2022 12 548 (502

)

4,048 4,106

Profit for the

ear – – – 71 71

Total comprehensive income for the

ear ended

30 September 2023 – – – 71 71

Transactions with owners:

Employee share option scheme—value of employee services – – – 50 50

Utilisation of treasury shares – – 51 (51) –

Proceeds from issuance of treasury shares – – – 11 11

Purchase of shares by Employee Benefit Trust – – (1

)

– (1)

Dividends paid to owners of the parent – – – (190) (190)

Total transactions with owners for the

ear ended

30 September 2023 – – 50 (180) (130)

At 30 September 2023 12 548 (452

)

3,939 4,047

Company statement of changes in equity

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 255

Strategic Report Financial Statements

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 (FRS 102) “The Financial

Reporting Standard applicable in the UK and Republic of Ireland”.

Basis of accounting

These financial statements are prepared on the going concern basis, under the historical cost convention, and in accordance

with the Companies Act 2006. The going concern basis is set out in note 1 of the Group consolidated financial statements.

A summary of the more important Company accounting policies, which have been consistently applied, is set out below.

These accounting policies have been consistently applied to all periods presented.

The Company is deemed a qualifying entity under FRS 102, and so may take advantage of the reduced disclosures permitted

under the standard. As a result, the following disclosures have not been provided:

• A statement of cash flows and related disclosures under Section 7 Statement of Cash Flows and Section 3 Financial

Statement Presentation paragraph 3.17(d);

• Disclosures about financial instruments under Section 11 Basic Financial Instruments and Section 12 Other Financial

Instruments Issues paragraphs 12.26 (in relation to those cross-referenced paragraphs from which a disclosure exemption is

available), 12.27, 12.29(a), 12.29(b), and 12.29A; this exemption is permitted as equivalent disclosures are included in the

consolidated financial statements of The Sage Group plc.;

• Disclosures about share-based payments under Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

this exemption is permitted as the Company is an ultimate parent, the share-based payment arrangements concern its own

equity instruments, its separate financial statements are presented alongside the consolidated financial statements of The

Sage Group plc. and equivalent disclosures are included in those consolidated financial statements; and

• Key management personnel compensation in total under Section 33 Related Party Disclosures paragraph 33.7.

Foreign currencies

The Sage Group plc. (a public company limited by share) is a UK registered company with both a functional and presentational

currency of sterling. Monetary assets and liabilities expressed in foreign currencies are translated into sterling at rates of

exchange prevailing at the balance sheet date. Transactions in foreign currencies are converted into sterling at the rate

prevailing at the dates of the transactions. All differences on exchange are taken to the profit and loss account.

Investments

Fixed asset investments are stated at cost less provision for any diminution in value. Any impairment is charged to the profit

and loss account as it arises.

Parent Company profit and loss account

No profit and loss account is presented for the Company as permitted by section 408 of the Companies Act 2006.

Details of the average number of people employed by the Parent Company and the staff costs incurred by the Company

are as follows:

Average monthly number of people employed (including Directors)

2024

number

2023

number

By segment:

4 14

Staff costs (including Directors on service contracts)

2024

£m

2023

£m

Wages and salaries 5 5

Social security costs 2 1

7 6

Staff costs are net of recharges to other Group companies.

Company accounting policies

256 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

Auditor’s remuneration

The audit fees payable in relation to the audit of the financial statements of the Company are £50,600 (2023: £46,000).

Directors’ remuneration

Details of the remuneration of Executive and Non-executive Directors and their interest in shares and options of the Company

are given in the audited part of the Directors’ Remuneration Report on pages 116 to 155.

Share-based payments

The Company issues equity-settled share-based payments to certain employees and employees of its subsidiaries. Equity-

settled share-based payments granted to employees of the Company are measured at fair value (excluding the effect of non

market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-

based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the shares

that will eventually vest allowing for the effect of non market-based vesting conditions.

Fair value is measured using the Black-Scholes or the Monte Carlo pricing models. The expected life used in the model has been

adjusted based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural

considerations.

The Company also provides certain employees and employees of its subsidiaries with the ability to purchase the Company’s

ordinary shares at a discount to the current market value at the date of the grant. For awards made to its own employees, the

Company records an expense, based on its estimate of the discount related to shares expected to vest, on a straight-line basis

over the vesting period.

At the end of each reporting period, the entity revises its estimates for the number of options expected to vest. It recognises the

impact of the revision to original estimates, if any, in the profit and loss account, with a corresponding adjustment to equity.

For awards made to subsidiary employees, the fair value of awards made is recognised by the Company through the profit and

loss account. Intergroup recharges to the employing subsidiary, up to the fair value of awards made to employees of that

subsidiary, subsequently reverse the decrease to the profit and loss account.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share

premium when the options are exercised.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of basic financial assets

and liabilities, including trade and other receivables and payables and loans to and from related parties. These transactions are

initially recorded at transaction price, unless the arrangement constitutes a financing transaction where the transaction is

measured at the present value of the future receipt discounted at a market rate of interest, and subsequently recognised at

amortised cost.

Financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of

impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of

the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in

comprehensive income or expense.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b)

substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset

has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party

without imposing additional restrictions.

Financial liabilities

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged,

cancelled or expired.

Dividends

Dividends are recognised through equity when approved by the Company’s shareholders or on payment, whichever is earlier.

Employee Benefit Trust

The Company’s Employee Benefit Trust is considered an extension of the Company and therefore forms part of these

financial statements.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 257

Strategic Report Financial Statements

1 Dividends

2024

£m

2023

£m

dividend paid for the year ended 30 September 2023 of 12.75p per share

29 –

(2023: final dividend paid for the year ended 30 September 2022 o

12.10p per share) – 123

dividend paid for the year ended 30 September 2024 of 6.95p per share 70 –

(2023: interim dividend paid for the year ended 30 September 2023 of 6.55p per share) – 67

99 190

In addition, the Directors are proposing a final dividend in respect of the financial year ended 30 September 2024 of 13.50p per

share, which will absorb an estimated £135m of shareholders’ funds. The Company’s distributable reserves are sufficient to

support the payment of this dividend. If approved at the Annual General Meeting on 6 February 2025, it will be paid on 11

February 2025 to shareholders who are on the register of members on 10 January 2025. These financial statements do not reflect

this proposed dividend payable.

2 Fixed assets: investments

Equity interests in subsidiary undertakings are as follows:

2024

£m

2023

£m

Cost* 3,097 3,097

Provision for diminution in value*

(

)

Net book value 3,088 3,088

*Based on a review of investments, it was identified that certain fully impaired investments have been dissolved in previous

reporting periods. The comparative figures for cost and provision for diminution in value have been restated, giving a

reduction of £127m to both, with no impact on net book value.

The Directors believe that the carrying value of the investments is supported by their underlying net assets.

Subsidiary undertakings, included in the Group financial statements for the year ended 30 September 2024, are shown in note 18

of the Group financial statements. All of these subsidiary undertakings are wholly-owned, unless otherwise indicated in note 18

of the Group financial statements. All subsidiaries are engaged in the development, distribution, and support of business

management software and related products and services for small and medium-sized businesses.

All operating subsidiaries’ results are included in the Group financial statements. The accounting reference date of all

subsidiaries is 30 September.

3 Cash at bank and in hand

2024

£m

2023

£m

Cash at bank and in hand 21 1

Notes to the Company financial statements

258 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

4 Debtors

2024

£m

2023

£m

Amounts owed by Group undertakings

,646 2,159

Of amounts owed by Group undertakings £417m (2023: £433m) is due greater than one year. Amounts owed by group undertakings

are unsecured and attract a rate of interest of 0% and SONIA plus 1.6% (2023: 0.0% and SONIA plus 1.6%).

5 Trade and other creditors

2024

£m

2023

£m

Accruals 35 31

6 Borrowings

2024

£m

2023

£m

Sterling denominated bond notes 743 742

Euro denominated bond notes 414 431

,157 1,173

In the prior year, bond notes were issued in February 2023 for a nominal amount of EUR 500m and expire in February 2028. Net

cash proceeds from the issuance were EUR 498m (£442m). For further information, see note 12.4 of the Group consolidated

financial statements.

7 Obligations under operating leases

2024 2023

Total future minimum lease payments under non-cancellable operating leases falling due for payment

as follows:

Property,

vehicles,

plant and

equipment

£m

Property,

vehicles,

plant and

equipment

£m

Within one year 4 3

Later than one year and less than five years

2 12

After five years 9 11

25 26

The Company leases various offices under non-cancellable operating lease agreements. These leases have various terms,

escalation clauses, and renewal rights.

Governance Report Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 259

Strategic Report Financial Statements

8 Equity

8.1 Called up share capital

Issued and fully paid ordinary shares of 1

4/77

pence each

2024

£m

2023

£m

At 1 October

,100,789,295

2 1,100,789,295 12

Cancellation of shares

(

29,289,778

)

(1) – –

At 30 September

,071,499,517

1 1,100,789,295 12

See note 14.1 of the Group consolidated financial statements.

8.2 Other reserves

Treasury

£m

Merger

reserve

£m

Capital

redemption

reserve

£m

Total other

reserves

£m

At 1 October 2023

(

515

)

61 2 (452)

Utilisation of treasury shares 50 – – 50

Cancellation of ordinary shares – –

Share buyback programme (35

)

– – (35

)

Purchase of shares by Employee Benefit Trust (55) – – (55)

At 30 September 2024 (87

)

61 3 (807

)

Treasury

£m

Merger

reserve

£m

Capital

redemption

reserve

£m

Total other

reserves

£m

At 1 October 2022 (565) 61 2 (502)

Utilisation of treasury shares 51 – – 51

Purchase of shares by Employee Benefit Trust (1) – – (1)

30 September 2023 (515) 61 2 (452)

Treasury shares

Purchase of treasury shares

At 30 September 2024, the Company held 66,725,007 (2023: 73,906,470) treasury shares.

During the year, the Company agreed to satisfy the vesting of certain share awards, utilising a total of 7,181,463 (2023: 7,262,433)

treasury shares.

Shares purchased under the Company’s buyback programme are either cancelled or are retained in treasury and reissued in the

future. Where the shares are retained as treasury shares, they represent a deduction from equity attributable to owners of

the parent.

On 22 November 2023, the Company entered into a non-discretionary share buyback programme to purchase up to £350m of its

own shares. The programme completed in April 2024, for a total consideration of £345m, plus expected associated taxes,

corresponding to the £351m recognised through retained earnings at the balance sheet date, of which £348m was paid

in the current year.

During the year, the Company repurchased a total of 29,289,778 ordinary shares as part of the programme, all of which were

subsequently cancelled. The average price paid per ordinary share was £11.79.

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. Once purchased, shares are not sold back into the market. The EBT holds 8,473,802 ordinary

shares in the Company (2023: 4,419,478) at a cost of £77m (2023: £34m) with £55m of shares purchased during the year

(2023: £1m), funded by the Company, and a nominal value of £nil (2023: £nil).

During the year, the EBT utilised 1,381,398 shares it held to satisfy the vesting of certain share awards (2023: 258,505).

The EBT did not receive additional funds for future purchase of shares in the market (2023: £nil).

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 2024 was £87m

(2023: £34m).

Notes to the Company financial statements continued

260 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

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 judgement need to be disclosed

separately by virtue of their size, nature or frequency

toaid understanding of the performance for the year

orcomparability between periods:

• Recurring items include purchase price adjustments

including amortisation of acquired intangible assets

and adjustments made to reduce deferred income

arising on acquisitions, acquisition-related items,

and 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.

Underlying measures allow management and

investors to compare performance without

theeffects of foreign exchange movements

orrecurring or non-recurring items.

By including part-period contributions

fromacquisitions, discontinued operations,

disposals and assets held for sale of standalone

businesses in thecurrent and/or prior periods,

the impact of M&A decisions onearnings per

share growth can be evaluated.

Organic

(revenueand

profit) measures

In addition to the adjustments made for Underlying

measures, Organic measures:

• Exclude the contribution from discontinued

operations, disposals and 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.

Organic measures allow management and

investors to understand the like-for-like

revenue and current period margin

performance of the continuing business.

Underlying

CashFlow from

Operations

Underlying Cash Flow from Operations is Underlying

Operating Profit adjusted for non-cash items, net

capital expenditure (excluding business combinations

and similar items) and changes in working capital.

To show the cash flow generated by

theoperations and calculate underlying

cashconversion.

Glossary

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 261

Measure Description Rationale

Underlying

CashConversion

Underlying Cash Flow from Operations divided

byUnderlying (as reported) Operating Profit.

Cash conversion informs management and

investors about the cash operating cycle of

the business and how efficiently operating

profit is converted into cash.

EBITDA EBITDA is Underlying Operating Profit excluding

underlying depreciation, amortisation and share

basedpayments.

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.

To calculate the Net Debt to EBITDAleverage

ratio and to show profitability before the

impact of majornon-cashcharges.

Annualised

recurring

revenue

Annualised recurring revenue (“ARR”) is the normalised

recurring revenue in the last month of the reporting

period, adjusted consistently period to period, multiplied

by twelve. Adjustments to normalise reported recurring

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.

ARR represents the annualised value ofthe

recurring revenue base that is expected to

becarried into future periods, and its growth

is aforward- looking indicator of reporting

recurring revenue growth.

Renewal Rate

byValue

The ARR from renewals, migrations, upsell and

cross-sell of active customers at the start of the

year,divided by the opening ARR for the year.

As an indicator of our ability to retain and

generate additional revenue from our existing

customer base through upand cross sell.

Free Cash Flow Free Cash Flow is Underlying Cash Flow from

Operationsminus net interest paid, derivative

financialinstruments and income tax paid, and

adjustedfor non-recurring cash items (which

excludesnet proceeds on disposals of subsidiaries)

andprofit and loss foreign exchange movements.

To measure the cash generated by

theoperating activities during the period

thatis available to repay debt, undertake

acquisitions or distribute toshareholders.

% Subscription

Penetration

Underlying software subscription revenue

asapercentage of underlying total revenue.

To measure the progress of migratingour

customer base fromlicence and maintenance

toasubscription relationship.

% Sage

BusinessCloud

Penetration

Underlying recurring revenue from the Sage Business

Cloud as a percentage of the underlying recurring

revenue of the Future Sage Business Cloud Opportunity.

To measure the progress in the migration

ofour revenue base to the Sage Business

Cloudby connecting our solutions to the

cloudand/or migrating our customers to

cloudconnected and cloud native solutions.

Return on

Capital

Employed

(ROCE)

ROCE is calculated as underlying operating profit,

minus amortisation of acquired intangibles, the

resultbeing divided by capital employed, which

is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 purchase

ofownshares andtax assets or liabilities.

As an indicator of the current period financial

return on the capital invested in the company.

ROCE is used as an underpin in the FY21, FY22

and FY23 PSP awards.

Net debt Net debt is cash and cash equivalents less current

andnon-current borrowings.

To calculate the Net Debt to EBITDA leverage

ratio and an indicator of ourindebtedness.

Glossary continued

262 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

AGM

Annual General Meeting

Artificial Intelligence

API

Application Program Interface

CAGR

Compound Annual Growth Rate

CDP

Carbon Disclosure Project

CEO

Chief Executive Officer

CFO

Chief Financial Officer

CGU

Cash Generating Unit

CRM

Customer Relationship Management

DTR

Disclosure Guidance and Transparency Rules

EBITDA

Earnings Before Interest Taxes Depreciation and

Amortisation

Executive Director

ELT

Executive Leadership Team

EPS

Earnings Per Share

ERP

Enterprise Resource Planning

European Union

FCF

Free Cash Flow

FY20

Financial year ending 30 September 2020

FY21

Financial year ending 30 September 2021

FY22

Financial year ending 30 September 2022

FY23

Financial year ending 30 September 2023

FY24

Financial year ending 30 September 2024

GHG

Greenhouse Gas

HCM

Human Capital Management

Human Resources

IFRS

International Financial Reporting Standards

ISV

Independent Software Vendor

KPI

Key Performance Indicator

LSE

London Stock Exchange

LTIP

Long Term Incentive Plan

Machine Learning

NED

Non-Executive Director

NPS

Net Promoter Score

PBT

Profit Before Tax

PSP

Performance Share Plan

R&D

Research and Development

SBC

Sage Business Cloud

SaaS

Software as a Service

SSRS

Software & Software Related Services

TSR

Total Shareholder Return

Strategic Report Governance Report Financial Statements Additional Information

THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024 263

Strategic Report Governance Report Financial Statements Additional Information

Shareholder information

Financial calendar

Annual General

Meeting 6 February 2025

Dividend

payments

FY24 Final

payable 11 February 2025

H1 FY25

Interimpayable 27 June 2025

Results

announcements

Q1 FY25

Tradingupdate 30 January 2025

H1 FY25

Interimresults 15 May 2025

Q3 FY25

Tradingupdate 30 July 2025

FY25 Full-

Yearresults 19 November 2025

Note:

1. Please note that these dates are provisional

and subject to change. Please access our

financial calendar on www.sage.com, which

isupdated regularly.

2. All dividend payments are subject to Board

and, in the case of the final dividend,

shareholders’ approval.

Shareholder and investor

information online

More information about our business,

products, investors, media, sustainability,

and careers at Sage can be found at our

corporate website at www.sage.com

A dedicated investor

informationpagecan be found

atwww.sage.com/investors

Enquiries can be directed to our

Investor Relations department

viaourwebsite.

Electronic shareholder

information

Equiniti, the registrar of The Sage

Group plc., is able to notify shareholders

by email of the availability of shareholder

information online. Whenever new

shareholder information becomes

available, such as Sage’s full-year

results, those shareholders opted in

tothe scheme will receive an email

notification from Equiniti, enabling

them to access, read and print

documents at their convenience.

To take advantage of this service,

shareholders should go to

www.shareview.co.uk, where

fulldetailsof the shareholder

portfolioservices are provided.

Whenregistering for this service,

shareholders will need to have

their11-character Shareholder

Reference Number to hand, which is

shown on the dividend tax voucher,

share certificate or Form of Proxy.

Should shareholders decide at a later

date that they do not want to receive

these emails, they may amend their

request by accessing the Shareview

Portfolio online and amending their

preferred method ofcommunication.

Annual General Meeting

We consider the Annual General

Meeting (AGM) to be an important

eventin our calendar and a significant

opportunity to engage with our

shareholders. The 2025 AGM will be

held on 6 February 2025. Further

details will be set out in the Notice

ofAGM that accompanies this report

and on our website at www.sage.com.

Advisors

Corporate brokers

andfinancialadvisors

J.P. Morgan Cazenove

25 Bank Street,

Canary Wharf,

London, E14 5JP

Morgan Stanley & Co.

International plc

25 Cabot Square,

Canary Wharf,

London, E14 4QA

Solicitors

Allen Overy Shearman Sterling LLP

One Bishops Square,

London, E1 6AD

Principal bankers

Lloyds Bank plc.

25 Gresham Street,

London, EC2V 7HN

Independent auditors

1 More London Place,

London, SE1 2AF

Registrars

Equiniti

Aspect House,

Spencer Road, Lancing,

West Sussex, BN99 6DA

www.shareview.co.uk

Tel: +44 (0)371 384 2859

Lines are open 8.30 am to 5.30 pm

UKtime, Monday to Friday (excluding

public holidays in England and Wales).

The Sage Group plc.

Registered Office:

C23—5 & 6 Cobalt Park Way

Cobalt Park,

Newcastle Upon Tyne,

United Kingdom,

NE28 9EJ

Registered in England Company

number 02231246

264 THE SAGE GROUP PLC. ANNUAL REPORT AND ACCOUNTS 2024

This report is printed onto carbon neutral

paper, which is certified carbon balanced

byThe Woodlands Trust.

Blackdog Digital is a carbon neutral

company and is committed to all round

excellence and improved environmental

performance is an important part of our

‘GoGreen’ strategy.

Luminous are certified in using Carbon

Balanced paper for The Sage Group plc

Annual Report. This support will enable

TheWoodlands Trust to maintain protection

ofcritically threatened woodland and

forestry areas by planting trees which

canabsorb carbon that would otherwise

bereleased into the atmosphere.

www.woodlandtrust.org.uk

Consultancy, design and production

www.luminous.co.uk

www.sage.com

The Sage Group plc.

C23—5 & 6 Cobalt Park Way,

Cobalt Park,

Newcastle upon Tyne,

NE28 9EJ.

Registered in England

Company number 2231246

Sage exists to knock down barriers so everyone can

thrive,starting with the millions of small and mid-sized

businesses served by us, our partners andaccountants.

Customers trust our finance, HRandpayroll software

tomake work and money flow. Bydigitising business

processes and relationships withcustomers, suppliers,

employees, banks and governments, our digital network

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.