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REG - Reach PLC - Annual Results for year ended 31 December 2025

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RNS Number : 0254V  Reach PLC  03 March 2026

Reach plc ("The Company") Full Year Results - year ended 31 December 2025
 

3 March 2026

 

Reach plc ("Reach", the "Group"), the UK and Ireland's largest commercial news
publisher announces its full year

results for the year ended 31 December 2025.

 

 

 

Decisive action in a changing landscape

 

Piers North, Chief Executive:

 "We are pleased to have increased our adjusted operating profit to £104.7m,
 driven by decisive action on costs as we move forward with a leaner and more
 strategic structure. In a year marked by disruption in the search and referral
 landscape, we have demonstrated our resilience with a strong financial
 performance."

 "We have set a clear direction for the company through three strategic
 priorities, and we are already executing them at speed, with six digital
 subscription launches so far and a strong uptick in video output. By
 leveraging our deep understanding of our communities and continuing to move
 with our audiences, we are building a more sustainable future for our content
 and our business as a whole."

 

Financial performance ahead of market expectations

 

 Financial Summary((1))
 12 months to 31 Dec 2025               Adjusted results((1))         Statutory results
                                        2025      2024      Change    2025     2024     Change
 Revenue                         £m     518.4     538.6     (3.7)%    518.4    538.6   (3.7)%
 Operating profit/(loss)         £m     104.7     102.3     2.4%      (160.1)  74.2    (315.8)%
 Operating profit/(loss) margin  %      20.2%     19.0%     1.2%      (30.9)%  13.8%   (44.7)%
 Earnings/(loss) per share       Pence  26.8      25.3      5.9%      (41.9)   17.0    (346.8)%
 Net debt((2))                   £m     (34.9)    (14.2)              (34.9)   (14.2)
 Dividend per share              Pence  7.34      7.34                7.34     7.34

2025 Highlights

 ·       Revenue decreased 3.7% to £518.4m, with a 4.6% decline in Print revenue to
         £388.1m, (2024: £406.7m), which importantly outperformed volume trends.
 ·       The digital performance proved resilient, with revenues of £128.9m (2024:
         £130.0m), despite materially lower Google referral volumes across the second
         half of the year, which meant that on-platform page views declined 8%
         year-on-year ("YOY").
 ·       Strong delivery against our three priorities, driving increased diversified
         revenues outside of our traditional ad-led model, with increased video
         production, growth in off-platform audiences, and social revenues.
 ·       Adjusted operating costs reduced 5.2%, ahead of the 4-5% target, with the
         Group continuing to manage costs and improve efficiency.
 ·       Adjusted operating profit increased by £2.4m to £104.7m, at an improved
         margin of 20.2% (2024: 19.0%).
 ·       The company remained highly cash generative with adjusted operating cash flow
         of £103.5m (2024: £107.3m)((3)), and maintained consistently strong
         operating cash conversion of 99% (2025: 105%) with closing net debt of
         £34.9m.
 ·       Statutory operating loss of £160.1m driven by a £222.8m non-cash impairment
         charge (£182.6m net of deferred tax) (2024: nil).
 ·       The total dividend is maintained at 7.34p.
 ·       The next triennial valuation for our defined benefit schemes is in progress
         which is due to be completed by 31 March 2027. In 2025, the IAS 19 pension
         deficit has moved into a surplus of £6.9m.

 

Executing our three priorities: Connecting, Accelerating and Diversifying

 

Connecting with audiences

 ·       Over 100 new specialist video roles across our regional and national
         newsrooms.
 ·       Multiplatform approach to distributing video content to attract social and
         off-platform audiences and drive audiences back to our websites, early
         positive indicators; 20% YOY rise in off-platform page views and 21% increase
         in social referrals to our platform (H225 v. H224).
 ·       High-quality original content produced by our in-house studios, with
         repeatable franchises and YouTube channels. Examples include our All Out
         franchises (Football, Rugby League and Gaming) and Daily Expresso show;
         creating new sponsorship and branded content opportunities.

 

 

Accelerating the use of tech and AI

 ·       A step change in AI integration across the Group, supporting a wide range of
         activities, from video production, data analysis to back office tasks. This
         includes leveraging our proprietary editorial tool, Guten (which supports 26%
         of our articles), and making Google Gemini available for all colleagues, which
         is seeing high early adoption with >40% frequent users.
 ·       Agreed AI content deal with Amazon AWS, with a pay per usage model creating a
         new recurring revenue stream and in active discussions with several other tech
         platforms.

 

 

Diversifying revenues

 ·       Launched digital subscriptions, offering our audiences ad-lite access and
         exclusive content. Six successful launches to date including the M.E.N and the
         Express, targeting in excess of 75,000 subscribers in 2026.
 ·       Continued growth in ecommerce, with OK! Beauty Box advent calendar delivering
         another sell-out record, and diversified revenues growing +4.5% YOY.
 ·       The increased commercialisation of video helped to drive strong double digit
         revenue growth from direct video, social video and sponsorships, however,
         total video revenues declined 3% YOY due to lower programmatic revenues.

 

Post year end developments

 

Print closures: As part of the ongoing review to ensure the most
cost-efficient and operationally secure options for our printing operations we
have taken the decision to close two print sites, Saltire and Watford. Our
Oldham site will continue to operate and also serve most of our Scottish
market following Saltire's closure, with long-term contractual agreements in
place for the remainder of our printing requirements. These closures have a
compelling internal rate of return, a two-year cash payback and underpin cost
savings along with a material reduction in our operational risks. The cash
cost of change associated with these closures are estimated to be c.£25m. We
expect to dispose of the two properties in 2027.

 

Reduced pension contributions: The Trinity Retirement Benefit Scheme has
purchased an insurance policy to cover its remaining uninsured members, a "buy
in". This has resulted in the Group no longer needing to make the remaining
scheduled funding contributions. This has reduced our total expected scheduled
funding contributions by £8.6m.

 

 

2026 Outlook: On track to deliver market expectations

 

We are committed to executing our three priorities, in particular, the
diversification of revenues through the expansion of our video offering and
the roll-out of subscriptions across our titles. These actions are key to
building a more successful and sustainable digital business.

 

Across the first two months of 2026 we continued to trade against the backdrop
of lower referral volumes and a challenging macroenvironment, and are taking a
cautious approach to digital performance for the year. We are on track to
deliver market expectations for the full year, which is underpinned by a 5-6%
reduction in adjusted operating costs.((4))

( )

Q4 Resilient print performance, digital headwinds

 

                                  Q1 YOY %  Q2 YOY %  Q3 YOY %    Q4 YOY %  FY YOY %
 Digital revenue                  1.6       2.1       2.1         (7.8)     (0.9)
 -      Direct revenue            (10.5)    (5.2)     (0.8)       (7.0)     (5.9)
 -      Indirect revenue          11.8      7.0       4.0         (8.4)     2.8
 Print revenue                    (5.1)     (4.6)     (3.9)       (4.7)     (4.6)
 -      Circulation revenue       (4.0)     (3.4)     (2.7)       (3.4)     (3.4)
 -      Advertising revenue       (12.5)    (18.2)    (13.3)      (14.8)    (14.8)
 Group revenue                    (3.7)     (3.1)     (2.5)       (5.6)     (3.7)

 

Across Q4, Group revenue declined 5.6%, within this digital revenues declined
7.8%, reflecting the material reduction in Google referral volumes, continued
macroeconomic weakness and strong comparative performance. Within digital,
direct revenues declined 7.0% with direct advertising impacted by the mixed
macroeconomic environment despite the strong growth in video sponsorship and
pre-roll video advertising. Indirect revenues declined 8.4%, whilst social
revenues grew, this was more than offset by the more volume sensitive
programmatic advertising reflecting the lower referral volumes.

 

Print declined 4.7% with both circulation and advertising revenues proving to
be reliable revenue streams as the team continued to balance the volume
decline with cover price increases and strong promotional activity.

 

Notes:

 ((1))  Set out in note 20 is the reconciliation between the statutory and adjusted
        results.
 ((2))  Net debt balance comprises cash and cash equivalents of £9.6m (inclusive of
        £3.5m restricted cash) (note 16) less bank borrowings of £44.5m (note 16)
        but excludes lease obligations.
 ((3))  An adjusted cash flow is presented in note 21 which reconciles the adjusted
        operating profit to the net change in cash and cash equivalents. Note 22
        provides a reconciliation between the statutory and adjusted cash flows.
 ((4))  Market expectations compiled by the company are an average of analyst
        published forecasts - consensus adjusted operating profit for 2026 is £96.4m.

 

Piers North, Chief Executive Officer and Darren Fisher, Chief Financial
Officer will be hosting a webcast at 9:00am (UK) on 3 March 2026. It will be
followed by a live question and answer session. The presentation slides will
be available on www.reachplc.com from 7.00am (UK). You can join the webcast to
watch the presentation or listen to the Q&A via the following weblink,
which you can copy and paste into your browser: https://brrmedia.news/RCH_FY25
(https://brrmedia.news/RCH_FY25)

 

 Enquiries

 Reach plc
 Piers North, Chief Executive Officer         communications@reachplc.com

 Darren Fisher, Chief Financial Officer       +44 (0)7557 557 447

 Lija Kresowaty, Director of Communications

 Jo Britten, Investor Relations Director
 Teneo                                        reachplc@teneo.com
 Giles Kernick                                +44 20 7427 5412

 

About Reach

We're Reach plc, the UK's and Ireland's largest commercial news publisher. We
connect with people on and offline, via 120 trusted brands, from national
titles like the Mirror, Express, Daily Record and Daily Star, to local brands
like MyLondon, BelfastLive and the Manchester Evening News, to our US titles.
Every month, we reach over 69% of the UK online population as well as 9% of
the US population, with over 112m social followers around the world.

 

LEI: 213800GNI5XF3XOATR61

 

Classification: 3.1 Additional regulated information required to be disclosed
under the laws of the United Kingdom

 

Forward looking statements

This announcement has been prepared in relation to the financial results for
the year ended 31 December 2025. Certain information contained in this
announcement may constitute 'forward-looking statements', which can be
identified by the use of terms such as 'may', 'will', 'would', 'could',
'should', 'expect', 'seek, 'anticipate', 'project', 'estimate', 'intend',
'continue', 'target', 'plan', 'goal', 'aim', 'achieve' or 'believe' (or the
negatives thereof) or words of similar meaning. Forward-looking statements can
be made in writing but also may be made verbally by members of management of
the Company (including, without limitation, during management presentations to
financial analysts) in connection with this announcement. These
forward-looking statements include all matters that are not historical facts
and include statements regarding the Company's intentions, beliefs or current
expectations concerning, among other things, the Company's results of
operations, financial condition, changes in global or regional trade
conditions, changes in tax rates, liquidity, prospects, growth and strategies.
By their nature, forward-looking statements involve risks, assumptions and
uncertainties that could cause actual events or results or actual performance
or other financial condition or performance measures of the Company to differ
materially from those reflected or contemplated in such forward-looking
statements. No representation or warranty is made as to the achievement or
reasonableness of and no reliance should be placed on such forward-looking
statements. The forward-looking statements reflect knowledge and information
available at the date of this announcement and the Company does not undertake
any obligation to update or revise any forward-looking statement, whether as a
result of new information or to reflect any change in circumstances or in the
Company's expectations or otherwise.

 

Chief Executive's review

 

Decisive action in a changing landscape

I'm privileged to be delivering my first full-year results statement as Chief
Executive Officer, in a year that saw more changes disrupting the media world.
Despite ongoing shifts in the referral landscape for publishers, compounded by
a generally unfriendly macroeconomic environment, our business has
demonstrated significant resilience in its revenue and results. Our headline
performance was strong, with adjusted operating profit growing to £104.7m and
strong operating cash conversion.

We have also continued to reshape our business by allocating our resources in
the areas that will strengthen us for the future, meaning adjusted operating
costs reduced by 5.2% over the year. Through disciplined execution and a clear
focus on controllable outcomes, we continue to strengthen the business for the
years ahead.

We are managing our business on the assumption that our on-platform volume -
while still sizeable - will not see a recovery to its former peaks. This takes
into account the trends we have been seeing in on-platform page views, both
here and across the wider industry. This doesn't discount our growing
off-platform audience or the fact that we have largely maintained our market
share, reaching 69% of the UK online audience, but it does mean we need to
keep adapting.

The strategic priorities we announced in July were designed to give us options
in a fast-moving environment and the shifts we have seen since then have only
reinforced those decisions. Our massive leap forward in video output and our
quick launch into digital subscriptions are both a key part of this response.
As we take these next steps, I want to express my genuine thanks to every
member of the team whose speed and commitment in delivering these priorities
has been exceptional.

Reshaping the business

Our track record in cost management and the optimisation of our print business
continues to underpin our strategic priorities. Over the summer and into Q3,
we restructured the business to align our resources behind our new priorities
and to allocate our editorial teams firmly around growth initiatives, for
example a more definitive pivot to video. Our central functions are now leaner
and aligned to key business priorities, while our commercial teams have also
reorganised around expertise in key areas, moving away from a legacy
national/regional split.

We are also bringing new roles into the business, including a range of video
roles and our first-ever Head of Digital Subscriptions. As we make changes to
the shape of our teams, we are also focusing on our culture, getting our
people behind the new strategy and the Where People Live proposition which now
guides us, with a crystal-clear focus on understanding our communities.

The resilience of our business is further demonstrated by the continuing
loyalty of our print readership and the reliability of our print revenues,
which we don't take for granted. In 2025 we still sold over half a million
papers a day and through carefully planned cover price increases and
promotional activity, we were able to offset the majority of the
well-documented decline in print volume.

It is important that we continue to examine our long-term strategy in this
area and in early 2026 we shared plans to consolidate our print business. We
have proposed closing two of our print facilities in Saltire and Watford,
while increasing output at our remaining print site in Oldham which is
well-located in terms of proximity to the bulk of our print readers.

Meanwhile we have put in place long-term agreements for the remainder of our
printing requirements, which helps avoid the considerable costs of oversupply
in the printing market and drives improved financial returns. Importantly,
this decision allows us to move forward with even greater focus on our digital
growth priorities.

Strategic progress - connecting with audiences

We have hit the ground running with our priorities since we announced them in
July, making good progress against our commitment to put video at the centre
of our newsrooms, growing our output and now publishing 300 social videos a
day on average. Our focus this year will be to get video revenue into growth,
leveraging our momentum with social media and commercial partnerships with
longer form video.

We have brought new skills into the business, placing over 100 video
specialists not only in our Studio team but embedded in our newsbrands as
'everyday journalism video' teams.

At the end of the summer we launched the Daily Expresso, a daily politics chat
show from our Express team, which has now garnered 3.6m full episode views on
YouTube, plus the additional views of the clips we're able to cut and share
across other social channels. We also launched our All Out Football channel in
the autumn, supported by a commercial partnership deal with Sky Bet and a good
example of how we can diversify our revenues beyond standard display
advertising by creating high-value sponsorship opportunities for our partners.

Connecting with our audiences also means meeting people on their channel of
choice, which might be Apple News, MSN, Facebook or YouTube. Ipsos Iris data
now measures both on- and off-platform and shows we have maintained our share
of audience. Our US audience was similarly impacted by tech platform shifts in
the second half of the year, but we have continued to earn a strong daily
audience off-platform, reaching 9% of the US online population. In the US we
recently agreed a new partnership with news aggregator AOL, which opens up a
scale audience similar to what we currently see from MSN in the US. Looking at
global audience trends, we expect off-platform audience to continue to grow in
2026.

Strategic progress - diversifying our revenues

Diversifying our revenue mix has been more important than ever this year and
it's been good to see not only a fast delivery for our first premium
subscription products but also a promising early take-up, with about 15,000
subscribers at year end, plus an additional 17,000 e-edition subscribers. We
have so far launched premium subscription offerings at the Manchester Evening
News, Liverpool Echo, WalesOnline, Daily Record, LeicestershireLive and the
Express, and will continue to roll these out across the portfolio in 2026.

We're seeing particularly good conversion rates for sport content and the
initial response from audiences has been strong, with praise for both the
exclusive content and the ad-lite experience. Subscriptions will clearly be a
smaller part of our revenue mix, compared to our advertising business, but we
see even a modest conversion rate as a massive opportunity, given our scale.

We saw 4.5% year-on-year growth across our diversified revenue line in 2025,
thanks in large part to our ecommerce proposition. The OK! Beauty Box
continues to do well and our popular advent calendar sold out again, with a
10% volume increase over last year.

Strategic progress - accelerating the use of tech and AI

We see tech and AI as an enabler, giving us the tools we need to deliver our
other key priorities more efficiently and effectively.

Applying AI to our daily work tasks has increasingly become a fact of life and
a necessary skill. To that end we have prioritised its use beyond specific
commercial or editorial tools and have now embedded it across the wider
business. Google's Gemini 'AI assistant' product is now available for all
colleagues, with over 40% of our people actively using it and setting Gemini
an average of 2,192 tasks a day. To support this shift, we have launched an
'AI University' to support training and knowledge sharing, while also guarding
against risks.

The issue of how AI firms use our content and how they pay fairly for this
usage remains a live one in the industry and we are in active conversation
with a number of tech firms on this point. We have agreed a deal with Amazon
AWS, which put simply, opens up our content to support answers Alexa gives to
users, and we expect to have more news to share along these lines in the
coming months. These deals represent an ongoing stream of revenue for us and
something we will continue to explore in the future.

Our proprietary tech continues to be a strength in the AI space and we have
now firmly embedded both Mantis, our ad tech platform, and Guten, our
generative AI tool which supports content creation. We intend to continue to
leverage this capability and will next turn our attention to in-house tools to
support better insights and strategic decision-making.

Content with impact

Throughout 2025, our journalists delivered impactful, agenda-setting reporting
that drove engagement and reinforced our role in making a difference in our
communities. The Mirror's Missed campaign exemplified this approach, not only
shining a light on underreported missing persons cases, but helping to reunite
one teenager with his family.

Regional titles continued to demonstrate the enduring value of local
journalism, with Nottinghamshire Live successfully challenging an
unprecedented attempt by a local council to block its journalists from
engaging with elected officials, standing up for press freedom on behalf of
its community. Meanwhile, MyLondon's Broken Homes campaign exposed the human
cost of London's housing crisis, prompting public scrutiny and debate on
standards and accountability.

As we moved into digital subscriptions, our titles have also found new ways of
making their content pay, with the Manchester Evening News delivering a
hard-hitting exposé of YouTuber Charlie Veitch's divisive public persona, as
one of their first Premium pieces that sat behind a paywall.

Across our portfolio, these standout campaigns sat alongside strong day-to-day
reporting, entertaining exclusives, and engaging podcasts and video,
reinforcing the impact and reach of our content.

Acting responsibly and sustainably

It's essential that we continue to make our teams more diverse and
representative of our communities. We're now into our second year working with
The King's Trust to help give people from underprivileged and
under-represented backgrounds access to a career in journalism. Our 2024 group
of trainees are partway through their content creator apprenticeships in our
national newsrooms, while in the autumn we launched a new cohort of
apprenticeships, this time placing them in our newsrooms of Liverpool,
Manchester and Newcastle.

Environmental responsibility also remains important not just for us but for
many of our biggest advertising partners, who carefully monitor the
environmental credibility of their partners. In the spring we were able to
announce our first-ever validated science-based emissions reduction targets,
which means a commitment to reduce absolute Scope 1 and 2 greenhouse gas
emissions by 50% by 2030 (from a 2022 baseline), and to reduce Scope 3
emissions by 58.8% by 2034.

Media policy

We continue to collaborate with the industry to call for policies that will
allow quality media businesses the chance to thrive, while ensuring that
reliable reporting is made more readily available to audiences online, against
a backdrop of social media mis/disinformation.

We were therefore glad to see the Digital Markets Unit begin to take shape
over the year, and hope to see the first conduct requirements confirmed by the
end of 2026, meaning clearer parameters for how publishers and tech platforms
engage. Meanwhile, we continue to call for stronger enforcement for copyright
and AI usage, a crucial issue for all of the creative industries.

Over 2025 we were encouraged by positive shifts around public notices and Less
Healthy Foods advertising and have now turned our attention more firmly to the
upcoming BBC Charter Review.

Looking back and ahead

Despite the challenges of the year, we can look back proudly on our
achievements: delivering strong operating profits, putting in place a leaner
and more strategic structure, and making important early progress on our
strategic priorities, particularly around digital subscriptions and video. The
teams here have yet again showed immense resilience and talent and deserve
huge credit for the 2025 outturn.

The unhelpful referrer and macro environments have tempered our view on
digital growth over the near term. Importantly, however, we remain committed
to executing our three priorities, which are key to building a more successful
and sustainable digital business.

Our industry will continue to change. However, we also recognise the
significant advantage we possess: our enduring presence in the communities we
serve and the substantial scale we have achieved. This is founded on a deep
understanding of people's lives and the powerful trust invested in our brands.
What we do with this foundation is now up to us, but I believe that if we act
decisively, we have the strategy, expertise and creativity to unlock the full
value of our content.

 

Piers North

Chief Executive

3 March 2026

 

 

 

Financial review

Strong financial delivery and strategic progress

Through 2025, the Group successfully navigated a period of considerable change
both internally and externally, remained focused on delivering a complex
transformation programme and made good progress against its three strategic
priorities. The strong execution was underpinned by consistent financial
discipline, which combined with a solid print performance meant we were able
to deliver £104.7m adjusted operating profit, ahead of prior year.

Market conditions varied between the first and second half of the year due to
the volatile referrer environment. Our first half performance benefited from
on-platform audience growth which is a key monetisation engine. These gains
unwound across the second half of the year with a sharp decline in referral
traffic, mainly attributable to Google. Year-on-year, on-platform page views
declined 8%. However, despite these challenges digital revenues proved
resilient, declining just 0.9%, and together these dynamics meant that our
RPM, or revenue per thousand page views, increased 8% year on year.

Our three strategic priorities, announced at the half year, are designed to
address these market dynamics by focusing on new audiences, along with
developing expertise in video and further revenue diversification, including
the introduction of digital subscriptions.

Both direct and indirect revenues are important to accelerating digital
growth. Direct revenues comprise advertising or commercial revenues generated
through direct engagement with advertisers, agencies or consumers. Over the
year direct revenues have declined 5.9%, which is primarily attributable to
the tough macroeconomic backdrop, especially for our local business.
Diversified revenues, which are a subset of direct and include subscriptions,
affiliates, ecommerce and partnerships, grew 4.5%.

Indirect revenues grew 2.8%, these are advertising or commercial revenues that
are generated off-platform, or programmatically on our owned and operated
websites (on-platform). This growth was achieved through improved monetisation
of off-platform audiences despite the pressures from the decline in our
on-platform programmatic business.

Our three priorities are underpinned by efficient cost and cash management,
which remains fundamental to the Group's success. These split into three clear
areas of focus:

Optimising print contribution: Print represents three-quarters of Group
revenues and underpins both the profitability and cash generation of the
Group. Our operational teams have continued to expertly manage cover price
increases along with strong promotional activity, partly mitigating the 19%
decline in print circulation volumes.

Simplifying the organisation: Restructuring was undertaken across Q3 to better
align the Group's resources with the three strategic priorities and to drive
further efficiencies. Our post year end decision to close two print sites will
significantly reduce our operational risks and further simplify our
organisation. We will serve the majority of our Scottish market out of Oldham
to ensure that we continue to achieve strong levels of utilisation at that
site and will be outsourcing the remainder of our printing requirements
driving further cost savings.

Reducing operating costs: The focus of this year's cost reduction was on
reducing overheads and general input costs, as well managing labour costs,
which represent the largest component of our cost base. As a result, adjusted
operating costs were reduced by £23m, or 5.2% year on year, exceeding our
4-5% target. The adjusted operating margin improved by 1.2ppts to 20.2% (2024:
19.0%).

Cash and investment

Cash management remains a priority for the Group with our strong profit to
cash ratio maintained at 99% (2024: 105%). During the year, we completed three
property disposals generating £4.0m of net proceeds. The Group closed the
period with net debt of £34.9m (inclusive of £3.5m restricted cash). The
Group's Revolving Credit Facility is £145.0m and has been extended by an
additional 12 months to December 2029. We take a prudent approach to leverage,
and at the end of 2025 our leverage was 0.3x.

We have carefully invested in our three priorities, notably our video
capabilities and digital subscriptions as well as Mantis, our in-house ad tech
platform, our US business and Yimbly, an ecommerce marketplace which continues
to scale with over 30,000 products.

Financial obligations

The Group operates with material financial obligations and during 2025 we paid
£64m in pension payments including £5m into escrow. A new triennial
valuation is currently underway with the pension trustees which is due to be
completed by March 2027. Since the year end the Trinity Retirement Benefit
Scheme (TRBS) has purchased a bulk annuity insurance policy to cover its
remaining uninsured members, a 'buy in'. This has resulted in the Group no
longer needing to make the remaining scheduled funding contributions. This has
reduced our total expected funding contributions by £8.6m.

In light of the above, the current funding schedule shows a further £59m in
pension commitments in 2026 and £58m in 2027, and these materially step down
in 2028. Building momentum across our three priorities to successfully
navigate this bridging period is a key objective for the Group.

Outlook

The cost of change associated with closure of our two print sites is estimated
to be c.£25m and our ongoing pension contributions are expected to reduce to
£59m. The remainder of our financial commitments for the year ahead are
similar to 2025, with expectations for historical legal issues and capital
expenditure unchanged.  In line with our prudent view on debt levels we do
not anticipate leverage exceeding 1x EBITDA.

We are committed to executing our three priorities, in particular the
expansion of our video offering and the rollout of subscriptions across our
titles, which is key to building a more successful and sustainable digital
business.

These efforts will be underpinned by the continued optimisation of print and
efficient management of our cost base. We expect to reduce operating costs by
5-6% and are on track to deliver market expectations for the full year.

 

Summary income statement

The results have been prepared for the year ended 31 December 2025. The
comparative period has been prepared for the year ended 31 December 2024.

 

                                    Adjusted  Adjusted  YOY      Statutory  Statutory  YOY

                                    2025      2024      change   2025       2024       change

                                    £m        £m        %        £m         £m         %
 Revenue                            518.4     538.6     (3.7)    518.4      538.6      (3.7)
 Costs                              (416.4)   (439.1)   (5.2)    (679.1)    (465.9)    45.8
 Associates                         2.7       2.8       (4.2)    0.6        1.5        (56.7)
 Operating profit/(loss)            104.7     102.3     2.4      (160.1)    74.2       (315.8)
 Finance costs                      (5.0)     (5.1)     (0.8)    (5.8)      (11.4)     (48.7)
 Profit/(loss) before tax           99.7      97.2      2.5      (165.9)    62.8       (364.3)
 Tax (charge)/credit                (15.0)    (17.5)    (13.9)   33.6       (9.2)      (464.0)
 Profit/(loss) after tax            84.7      79.7      6.1      (132.3)    53.6       (347.2)
 Earnings/(loss) per share - basic  26.8      25.3      5.9      (41.9)     17.0       (346.8)

Group revenue declined by £20.2m or 3.7% to £518.4m with print decline of
4.6% and digital revenue decline of 0.9%.

Adjusted operating costs decreased by £22.7m or 5.2%, offsetting the decline
in revenue. The cost reduction was driven by efficiencies from the restructure
and effective overhead management. This allowed us to successfully offset
increases from inflation, the Company-wide pay rise and increase to National
Insurance. Newsprint costs decreased reflecting the lower print volumes.

Adjusted operating profit increased £2.4m with an improved adjusted operating
profit margin of 20.2% (2024: 19.0%). Statutory operating profit decreased by
£234.3m, primarily due to the increase in operating adjusted items.

At the reporting date we performed a full impairment review. We have reported
lower digital revenues in 2025 and have lower digital revenue expectations for
2026 which is attributable to the decline in referral traffic, compounded by
the impact of the continued challenging macroeconomic backdrop. This has in
turn reduced our long term growth rate assumption used within our impairment
assessment. Our three key strategic priorities are designed to address these
challenges.

The changes in these assumptions resulted in an impairment charge of £182.6m
(£222.8m gross of deferred tax). The charge has been allocated to goodwill
(£35.9m), publishing rights and titles (£120.6m which represents £160.8m
offset by a credit to deferred tax of £40.2m), internally generated assets
(£5.2m), property, plant and equipment (£19.4m) and right-of-use assets
(£1.5m).

Adjusted earnings per share increased by 1.5p or 5.9% to 26.8p. Statutory
earnings per share decreased by 58.9p to a loss per share of 41.9p,
principally due to the decrease in operating profit.

 

Revenue

                2025     2024     YOY      YOY

                Actual   Actual   change   change

                £m       £m       £m       %
 Digital        128.9    130.0    (1.1)    (0.9)
 Direct         51.4     54.7     (3.3)    (5.9)
 Indirect       77.5     75.3     2.2      2.8
 Print          388.1    406.7    (18.6)   (4.6)
 Circulation    288.4    298.5    (10.1)   (3.4)
 Advertising    55.8     65.4     (9.6)    (14.8)
 Printing       16.8     17.3     (0.5)    (2.9)
 Other          27.1     25.5     1.6      6.3
 Other          1.4      1.9      (0.5)    (23.0)
 Total revenue  518.4    538.6    (20.2)   (3.7)

 

Digital revenue declined 0.9% to £128.9m (2024: £130.0m) with on-platform
digital page views down 8%. The reduction in page views was due to the second
half of the year performance, driven primarily by a 46% year-on-year reduction
in traffic from Google (H225v.H224). This meant that our RPM, or revenue per
thousand page views, increased 8%.

Digital revenues are categorised as either direct revenues or indirect
revenues. Direct revenues are advertising or commercial revenues that are
generated from direct engagement with the advertiser, agency or consumer. A
subset of direct is diversified revenues which includes subscriptions,
affiliates, ecommerce and partnerships. Indirect revenues are advertising or
commercial revenues that are generated indirectly such as revenue on social
platforms (off-platform) or programmatically on owned and operated websites
(on-platform).

 

Within digital, direct revenues declined 5.9%, impacted by the tough
macroeconomic backdrop, particularly for our local business. Conversely,
indirect revenues increased by 2.8%, as the improved monetisation of audiences
off-platform countered the pressures from the declining on-platform volume. We
continue to grow revenues outside of core advertising with diversified
revenues growing 4.5% year on year.

 

Print revenue decreased by £18.6m to £388.1m (2024: £406.7m). However we
saw resilient circulation performance with revenue down 3.4% to £288.4m. This
was achieved using cover price increases, promotional activity and special
editions to mitigate volume decline.

 

Print advertising declined by £9.6m, or 14.8%, year on year. This performance
was in line with our expectations given the strong comparative and
outperformed volume trends, which were down 19% year on year, supported by
demand from food retail and government spend including public notices.

 

Printing revenue includes third-party printing revenues and these decreased by
2.9% to £16.8m (2024: £17.3m). Other print revenue increased by 6.3% to
£27.1m (2024: £25.5m) supported by the strong performance of Reach Sport as
a result of one-off events.

Costs

 

                                     Adjusted  Adjusted  YOY      Statutory  Statutory  YOY

                                     2025      2024      change   2025       2024       change

                                     £m        £m        %        £m         £m         %
 Labour                              (208.5)   (216.0)   (3.5)    (208.5)    (216.0)    (3.5)
 Newsprint                           (37.4)    (42.2)    (11.3)   (37.4)     (42.2)     (11.3)
 Depreciation and amortisation       (19.7)    (19.6)    0.5      (19.7)     (19.6)     0.5
 Production and sales related costs  (62.5)    (62.0)    0.8      (62.5)     (62.0)     0.8
 Other                               (88.3)    (99.3)    (11.2)   (351.0)    (126.1)    178.2
 Total costs                         (416.4)   (439.1)   (5.2)    (679.1)    (465.9)    45.8

 

Labour, which accounts for half our adjusted total cost base, has decreased by
3.5%. This decrease was achieved through efficiencies from the restructure,
which was primarily intended to align resources with our three priorities but
also created efficiencies and cost savings. This allowed us to successfully
offset the inflationary pressures from the annual Company-wide pay rise and
National Insurance increases. Newsprint costs decreased 11.3% reflecting the
fall in newsprint volumes.

 

Production and sales-related costs including production, distribution,
marketing and other cost of sales remained broadly flat at £62.5m (2024:
£62.0m). Effective overhead management achieved a £11.0m reduction in
adjusted 'Other' costs to £88.3m. Key components of this category include
IT-related costs £33.0m (2024: £32.2m),  utilities, rates and other office
costs £20.6m (2024: £23.1m) and other editorial costs £15.9m (2024:
£19.6m). The reduction in overheads alongside the newsprint and labour
savings meant adjusted operating costs decreased by £22.7m or 5.2% to
£416.4m.

 

Statutory operating costs were £213.2m higher, driven by the increase in
operating adjusted items of £235.9m. This is mainly attributable to the
impact of a non-cash impairment charge of £182.6m (of which £222.8m is
included within statutory operating loss offset by a £40.2m credit to
deferred tax) (2024: nil) and £14.9m higher severance costs relating to the
significant restructure undertaken during the year.

 

Operating adjusted items included in statutory costs related to the following:

                                                                             Statutory  Statutory

                                                                             2025       2024

                                                                             £m         £m
 Restructuring charges                                                       (22.9)     (8.0)
 Defined benefit pension scheme-related costs                                (12.9)     (16.3)
 Impairment of goodwill, publishing rights and titles, internally generated  (222.8)    -
 intangibles, property, plant and equipment and right-of-use assets
 Property-related items                                                      (0.7)      1.1
 Other items                                                                 (3.4)      (3.6)
 Operating adjusted items in statutory costs                                 (262.7)    (26.8)

The Group estimates for historical legal issues are unchanged. As a result,
there is no increase in the provision relating to the costs associated with
dealing with and resolving civil claims in relation to historical phone
hacking and unlawful information gathering (2024: no change).

Restructuring charges of £22.9m (2024: £8.0m) primarily relate to the
in-year organisational changes to align the Group's resources with the three
strategic priorities and drive efficiencies.

Defined benefit pension scheme-related costs of £12.9m (2024: £16.3m)
comprise external pension administrative expenses of £5.4m (2024: £4.7m),
internal defined benefit pension administrative expenses of £0.5m (2024:
£0.5m), adviser costs of £4.8m (2024: £6.1m) and an additional one-off past
service cost of £2.2m representing a Barber Window adjustment attributable to
the Trinity Retirement Benefit Scheme (the 'Trinity Scheme'). 2024 also
included the £5.0m one-off past service cost within the West Ferry Printers
Pension Scheme.

A non-cash impairment charge has been allocated to goodwill (£35.9m),
publishing rights and titles (£120.6m which represents £160.8m offset by a
credit to deferred tax of £40.2m), internally generated assets (£5.2m),
property, plant and equipment (£19.4m) and right-of-use assets (£1.5m)
(2024: nil).

Property-related items comprise the profit on sale of assets of £1.4m (2024:
£5.5m), less vacant freehold property-related costs of £0.3m (2024: £1.5m)
and onerous lease and related costs of £1.8m (2024: £2.8m). 2024 also
included the impairment of vacant freehold property of £0.1m.

Other adjusted items comprise other restructuring-related project costs of
£1.8m (2024: £2.1m), the Group's net legal fees in respect of historical
legal issues of £1.6m (2024: £1.0m), corporate simplification costs of
£0.6m (2024: £0.5m) less a reduction in National Insurance costs relating to
share awards of £0.6m (2024: £nil).

 

Reconciliation of statutory to adjusted results

                                      Statutory results  Operating  Pension

                                      £m                 adjusted   finance charge   Adjusted results

                                                         items      £m               £m

                                                         £m
 Revenue                              518.4              -          -                518.4
 Operating (loss)/profit              (160.1)            264.8      -                104.7
 (Loss)/profit before tax             (165.9)            264.8      0.8              99.7
 (Loss)/profit after tax              (132.3)            216.2      0.8              84.7
 Basic (loss)/earnings per share (p)  (41.9)             68.4       0.3              26.8

The Group excludes operating adjusted items and the pension finance charge
from the adjusted results. Adjusted items relate to costs or income that
derive from events or transactions that fall within the normal activities of
the Group, but are excluded from the Group's adjusted profit measures,
individually or, if of a similar type in aggregate, due to their size and/or
nature, in order to better reflect management's view of the performance of the
Group.

Items are adjusted on the basis that they distort the underlying performance
of the business where they relate to material items that can recur (including
impairment, restructuring and tax rate changes) or relate to historical
liabilities (including historical legal and contractual issues and defined
benefit pension schemes which are all closed to future accrual).

Other items may be included in adjusted items if they are not expected to
recur in future years, such as property rationalisation, and items such as
transaction and restructuring costs incurred on acquisitions, or the profit or
loss on the sale of subsidiaries, associates or freehold buildings.

Management excludes these from the results that it uses to manage the business
and on which bonuses are based to reflect the underlying performance of the
business and believes that the adjusted results, presented alongside the
statutory results, provide users with additional useful information. Further
details on the items excluded from the adjusted results are set out in note
20.

Balance sheet and cash flows

Historical legal issues provision

The historical legal issues provision relates to the cost associated with
resolving civil claims in relation to historical phone hacking and unlawful
information gathering. Payments of £4.4m have been made during the period. At
the year end, a provision of £4.7m remains outstanding and this represents
the current best estimate of the amount required to resolve this historical
matter. Further details relating to the nature of the liability, the
calculation basis and the expected timing of payments, are set out in note 18.

Decrease in accounting pension deficit

The IAS 19 pension deficit (net of deferred tax), in respect of the Group's
defined benefit pension schemes, decreased by £39.2m from £34.0m at 2024 to
a £5.2m surplus at the year end. The movement is primarily driven by Group
contributions.

Group contributions in respect of the defined benefit pension schemes in 2025
were £59.1m (2024: £59.2m). This excludes the additional £5.5m transfer to
secure bank and escrow accounts during the year for two of the schemes which
is recognised in our consolidated balance sheet, and which may be transferred
to the corresponding schemes at a later date, depending on their funding
status. Contributions paid to the schemes in 2026 are expected to be £57.3m
under the current schedule of contributions excluding amounts paid into secure
bank and escrow accounts.

Profit to cash measure

This ratio is a measure of our effectiveness at working capital management. It
is calculated as our adjusted operating cash flow as a proportion of adjusted
operating profit.

 

                                          2025    2024

                                          £m      £m
 Adjusted operating profit                104.7   102.3
 Depreciation and amortisation            19.7    19.6
 Adjusted EBITDA                          124.4   121.9
 Working capital movement                 0.1     4.4
 Other                                    1.9     2.9
 Associates                               (2.7)   (2.8)
 Adjusted cash generated from operations  123.7   126.4
 Lease payments                           (6.6)   (7.3)
 Capital expenditure                      (13.6)  (11.8)
 Adjusted operating cash flow             103.5   107.3
 Profit to cash ratio                     99%     105%

During the period, adjusted operating profit was £104.7m (2024: £102.3m) and
the adjusted operating cash inflow was £103.5m (2024: £107.3m) with a profit
to cash ratio of 99% (2024: 105%).

The table below shows how the Group is using the cash generated from
operations to meet its financial obligations. Adjusted cash generated from
operations is adjusted operating cash flow, excluding the impact of net lease
payments and capital expenditure.

Uses of cash

                                           2025    2024

                                           £m      £m
 Adjusted cash generated from operations   123.7   126.4
 Pension payments to schemes               (59.1)  (59.2)
 Pension payments into escrow              (4.5)   (1.9)
 Historical legal issues                   (4.4)   (9.1)
 Restructuring                             (23.2)  (16.5)
 Capital expenditure                       (13.6)  (11.8)
 Proceeds from disposal of property        4.0     14.6
 Other                                     (20.4)  (23.4)
 Cash flow before returns to shareholders  2.5     19.1
 Dividends paid                            (23.2)  (23.2)
 Cash flow after returns to shareholders   (20.7)  (4.1)
 Net debt                                  (34.9)  (14.2)

Material uses for cash include pension contributions totalling £59.1m (2024:
£59.2m) and capital expenditure of £13.6m. Other comprises professional fees
in respect of historical legal issues and adviser costs in relation to the
defined benefit pension schemes of £7.1m (2024: £4.2m), net lease payments
of £6.6m (2024: £7.3m), net interest and charges paid on borrowings of
£4.7m (2024: £3.9m), income tax paid of £2.4m (2024: £2.4m), tax receipts
of residual overpayments previously held with HMRC of £4.8m (2024: nil) and
other movements which account for the balance of cash flows.

The Group paid a dividend in the period of £23.2m (2024: £23.2m).

Cash balances

Net debt at the year end is £34.9m (inclusive of £3.5m restricted cash), an
increase of £20.7m from £14.2m at the end of 2024. The Group has £44.5m
drawn down on its Revolving Credit Facility, with the overall total cash
position of £9.6m at the year end. The Group has a Revolving Credit Facility
of £145.0m, which has been extended to December 2029.

Cash generated from operations on a statutory basis was £83.2m (2024:
£89.5m). The Group presents an adjusted cash flow which reconciles the
adjusted operating profit to the net change in cash and cash equivalents,
which is set out in note 21. A reconciliation between the statutory and the
adjusted cash flow is set out in note 22. The adjusted operating cash flow was
£103.5m (2024: £107.3m).

Dividends

The Board paid a final dividend for 2024 of 4.46 pence per share in May 2025.
An interim dividend for 2025 of 2.88 pence per share was paid on 19 September
2025 to shareholders on the register on 15 August 2025 (2024: 2.88 pence per
share).

The Board proposes a final dividend of 4.46 pence per share for 2025 (2024:
4.46 pence). The final dividend, which is subject to approval by shareholders
at the Annual General Meeting on 6 May 2026, will be paid on 29 May 2026 to
shareholders on the register at 1 May 2026. The Board has considered all
investment requirements and its funding commitments to the defined benefit
pension schemes.

 

 

Darren Fisher

Chief Financial Officer

3 March 2026

Consolidated income statement

for the year ended 31 December 2025 (year ended 31 December 2024)

 

 

                                                                                                    Adjusted items                         Adjusted items

                                                                                    Adjusted 2025   2025            Statutory   Adjusted   2024            Statutory

                                                                                    £m              £m              2025        2024       £m              2024

                                                                            notes                                   £m          £m                         £m

 Revenue                                                                    4       518.4           -               518.4       538.6      -               538.6
 Cost of sales                                                                      (300.2)         -               (300.2)     (303.4)    -               (303.4)
 Gross profit                                                                       218.2           -               218.2       235.2      -               235.2
 Distribution costs                                                                 (31.8)          -               (31.8)      (36.8)     -               (36.8)
 Administrative expenses                                                    5       (84.4)          (262.7)         (347.1)     (98.9)     (26.8)          (125.7)
 Share of results of associates                                                     2.7             (2.1)           0.6         2.8        (1.3)           1.5
 Operating profit/(loss)                                                            104.7           (264.8)         (160.1)     102.3      (28.1)          74.2
 Interest income                                                            6       0.2             -               0.2         0.2        -               0.2
 Finance costs                                                              7       (5.2)           -               (5.2)       (5.3)      (2.9)           (8.2)
 Pension finance charge                                                     15      -               (0.8)           (0.8)       -          (3.4)           (3.4)
 Profit/(loss) before tax                                                           99.7            (265.6)         (165.9)     97.2       (34.4)          62.8
 Tax (charge)/credit                                                        8       (15.0)          48.6            33.6        (17.5)     8.3             (9.2)
 Profit/(loss) for the period attributable to equity holders of the parent          84.7            (217.0)         (132.3)

                                                                                                                                79.7       (26.1)          53.6

 Earnings per share                                                         notes   2025                            2025        2024                       2024

                                                                                    Pence                           Pence       Pence                      Pence
 Earnings/(loss) per share - basic                                          10      26.8                            (41.9)      25.3                       17.0
 Earnings/(loss) per share - diluted                                        10      26.5                            (41.4)      24.9                       16.7

The above results were derived from continuing operations. Set out in note 20
is the reconciliation between the statutory and adjusted results.

 

Consolidated statement of comprehensive income

for the year ended 31 December 2025 (year ended 31 December 2024)

                                                                   2025     2024

                                                           notes   £m       £m

 (Loss)/profit for the period                                      (132.3)  53.6
 Items that will not be reclassified to profit and loss:
 Actuarial gain on defined benefit pension schemes         15      1.5      11.4
 Tax on actuarial gain on defined benefit pension schemes  8       (0.2)    (2.8)
 Other comprehensive income for the period                         1.3      8.6
 Total comprehensive (loss)/income for the period                  (131.0)  62.2

 

Consolidated statement of changes in equity

for the year ended 31 December 2025 (year ended 31 December 2024)

 

                                                                                             Retained earnings and other reserves

                                                                               Capital      £m

                                                           Share     Merger    redemption

                                                           capital   reserve   reserve                                              Total

                                                           £m        £m        £m                                                   £m

 At 1 January 2024                                         32.2      17.4      4.4          583.2                                   637.2
 Profit for the period                                     -         -         -            53.6                                    53.6
 Other comprehensive income for the period                 -         -         -            8.6                                     8.6
 Total comprehensive income for the period                 -         -         -            62.2                                    62.2
 Purchase of own shares (note 19)                          -         -         -            (0.6)                                   (0.6)
 Credit to equity for equity-settled share-based payments  -         -         -            2.5                                     2.5

 Tax credit for equity-settled share-based payments
                                                           -         -         -            0.5                                     0.5
 Dividends paid (note 9)                                   -         -         -            (23.2)                                  (23.2)
 At 31 December 2024                                       32.2      17.4      4.4          624.6                                   678.6
 Loss for the period                                       -         -         -            (132.3)                                 (132.3)
 Other comprehensive income for the period                 -         -         -            1.3                                     1.3
 Total comprehensive loss for the period                   -         -         -            (131.0)                                 (131.0)
 Purchase of own shares (note 19)                          -         -         -            (0.6)                                   (0.6)
 Credit to equity for equity-settled share-based payments  -         -         -            2.6                                     2.6
 Tax charge for equity settled share-based payments        -         -         -            (0.2)                                   (0.2)
 Dividends paid (note 9)                                   -         -         -            (23.2)                                  (23.2)
 At 31 December 2025                                       32.2      17.4      4.4          472.2                                   526.2

 

Consolidated cash flow statement

for the year ended 31 December 2025 (year ended 31 December 2024)

                                                                      2025    2024

                                                              notes   £m      £m
 Cash flows from operating activities
 Cash generated from operations                               11      83.2    89.5
 Pension deficit funding payments                             15      (59.1)  (59.2)
 Pension payments into escrow                                 15      (4.5)   (1.9)
 Income tax received/(paid)                                           2.4     (2.4)
 Net cash inflow from operating activities                            22.0    26.0
 Investing activities
 Interest received                                            6       0.1     0.2
 Dividends received from associated undertakings                      1.9     1.9
 Proceeds on disposal of property, plant and equipment                4.0     14.6
 Purchases of property, plant and equipment                           (2.6)   (1.3)
 Expenditure on capitalised internally generated development  12      (11.0)  (10.5)
 Net cash (used in)/generated from investing activities               (7.6)   4.9
 Financing activities
 Interest and charges paid on borrowings                              (4.7)   (3.9)
 Dividends paid                                               9       (23.2)  (23.2)
 Interest paid on leases                                      16      (1.1)   (1.3)
 Repayment of obligation under leases                         16      (5.5)   (6.0)
 Purchase of own shares                                       19      (0.6)   (0.6)
 Drawdown of borrowings                                       16      9.5     5.0
 Net cash used in financing activities                                (25.6)  (30.0)
 Net (decrease)/increase in cash and cash equivalents                 (11.2)  0.9
 Cash and cash equivalents at the beginning of the period     16      20.8    19.9
 Cash and cash equivalents at the end of the period           16      9.6     20.8

 

Consolidated balance sheet

at 31 December 2025 (at 31 December 2024)

 

                                                            notes   2025     2024

                                                                    £m       £m
 Non-current assets
 Goodwill                                                   12      -        35.9
 Other intangible assets                                    12      679.1    843.3
 Property, plant and equipment                              13      79.1     104.2
 Right-of-use assets                                        14      6.1      9.9
 Investment in associates                                           12.8     14.1
 Retirement benefit assets                                  15      64.6     72.4
                                                                    841.7    1,079.8
 Current assets
 Inventories                                                        7.9      10.2
 Trade and other receivables                                        79.8     87.6
 Current tax receivable                                     8       3.9      6.6
 Cash and cash equivalents                                  16      9.6      20.8
 Other financial assets                                     15      6.5      1.9
                                                                    107.7    127.1
 Assets classified as held for sale                         17      -        2.6
                                                                    107.7    129.7
 Total assets                                                       949.4    1,209.5
 Non-current liabilities
 Lease liabilities                                          16      (17.9)   (23.0)
 Retirement benefit obligations                             15      (57.7)   (117.7)
 Provisions                                                 18      (16.5)   (21.5)
 Deferred tax liabilities                                           (176.1)  (210.3)
                                                                    (268.2)  (372.5)
 Current liabilities
 Trade and other payables                                           (91.7)   (105.3)
 Borrowings                                                 16      (44.5)   (35.0)
 Lease liabilities                                          16      (4.3)    (4.3)
 Provisions                                                 18      (14.5)   (13.8)
                                                                    (155.0)  (158.4)
 Total liabilities                                                  (423.2)  (530.9)
 Net assets                                                         526.2    678.6

 Equity
 Share capital                                              19      32.2     32.2
 Merger reserve                                             19      17.4     17.4
 Capital redemption reserve                                 19      4.4      4.4
 Retained earnings and other reserves                       19      472.2    624.6
 Total equity attributable to equity holders of the parent          526.2    678.6

 

Notes to the consolidated financial statements

for the year ended 31 December 2025 (Year ended 31 December 2024)

1.            General information

The financial information, which comprises the Consolidated income statement,
the Consolidated statement of comprehensive income, the Consolidated cash flow
statement, the Consolidated statement of changes in equity and the
Consolidated balance sheet and related notes ('Consolidated Financial
Information') in the Preliminary Audited Results announcement is derived from
but does not represent the full statutory accounts of Reach plc. The statutory
accounts for the year ended 31 December 2024 have been filed with the
Registrar of Companies and those for the year ended 31 December 2025 will be
filed following the Annual General Meeting on 6 May 2026. The auditors'
reports on the statutory accounts for the year ended 31 December 2024 and for
the year ended 31 December 2025 were unqualified, do not include reference to
any matters to which the auditors drew attention by way of emphasis of matter
without qualifying the reports and do not contain a statement under Section
498 (2) or (3) of the Companies Act 2006.

Whilst the Consolidated Financial Information included in this Preliminary
Audited Results Announcement has been prepared in accordance with the
recognition and measurement criteria of International Financial Reporting
Standards (IFRS), this announcement does not itself contain sufficient
information to comply with IFRS. This Preliminary Audited Results Announcement
constitutes a dissemination announcement in accordance with Section 6.3 of the
Disclosure and Transparency Rules (DTR). The Annual Report for the year ended
31 December 2025 will be available on the Company's website at
www.reachplc.com and at the Company's registered office at One Canada Square,
Canary Wharf, London E14 5AP before the end of March 2026 and will be sent to
shareholders who have elected to receive a hard copy with the documents for
the Annual General Meeting to be held on 6 May 2026.

The Consolidated Financial Information has been prepared for the year ended 31
December 2025 and the comparative period has been prepared for the year ended
31 December 2024. Throughout this report, the Consolidated Financial
Information for the year ended 31 December 2025 is referred to and headed 2025
and for the year ended 31 December 2024 is referred to and headed 2024. The
presentational currency of the Group is Sterling. The Company presents the
results on a statutory and adjusted basis and revenue trends on a statutory
and where applicable, like-for-like basis as described in note 2.

2.            Accounting policies

Basis of preparation

The Consolidated Financial Information has been prepared in accordance with
UK-adopted international accounting standards ('IFRS') and the applicable
legal requirements of the Companies Act 2006. These standards are subject to
ongoing amendment by the International Accounting Standards Board and are
therefore subject to change. As a result, the Consolidated Financial
Information contained herein will need to be updated for any subsequent
amendment to IFRS or any new standards that are issued. The Consolidated
Financial Information has been prepared under the historical cost convention.

The accounting policies used in the preparation of the Consolidated Financial
Information for the year ended 31 December 2025 and for the year ended 31
December 2024 have been consistently applied to all the periods presented.
These Consolidated Financial Statements have been prepared on a going concern
basis.

Going concern basis

The directors have made appropriate enquiries and consider that the Company
and the Group have adequate resources to continue in operational existence for
the foreseeable future, which comprises the period of at least 12 months from
the date of approval of the financial statements.

In accordance with LR 9.8.6(3) of the Listing Rules, and in determining
whether the Group's annual consolidated financial statements can be prepared
on a going concern basis, the directors considered all factors likely to
affect its future development, performance and its financial position,
including cash flows, liquidity position and borrowing facilities, and the
risks and uncertainties relating to its business activities.

The key factors considered by the directors were as follows:

 •    The performance of the business in 2025 with a particular focus on the
      market-wide decline in print volumes, the impact of actions of dominant
      platforms on referral traffic and our yield performance. The Group undertakes
      regular forecasts and projections of trading, identifying areas of focus for
      management to improve the delivery of the Strategy and mitigate the impact of
      any deterioration in the economic outlook;
 •    The impact of the competitive environment within which the Group's businesses
      operate;
 •    The impact on our business of key suppliers (in particular newsprint) being
      unable to meet their obligations to the Group;
 •    The impact on our business of key customers being unable to meet their
      obligations for services provided by the Group;
 •    The deficit funding contributions to the defined benefit pension schemes and
      payments in respect of historical legal issues; and
 •    The available cash reserves and committed finance facilities available to the
      Group. During the year, the Group has extended the expiry date of its £145.0m
      facility, for a further year to 12 December 2029. The Group has drawn down
      £44.5m on the facility at the reporting date.

 

Having considered all the factors impacting the Group's businesses, including
downside sensitivities (relating to trading and cash flow), the directors are
satisfied that the Company and the Group will be able to operate within the
terms and conditions of the Group's financing facilities for the foreseeable
future.

The directors have reasonable expectations that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable
future, which comprises the period of at least 12 months from the date of
approval of the financial statements. Accordingly, they continue to adopt the
going concern basis in preparing the Group's annual consolidated financial
statements.

Changes in accounting policy

The same accounting policies, presentation and methods of computation are
followed in the Consolidated Financial Information as applied in the Group's
latest annual consolidated financial statements for the year ended 31 December
2025.

Alternative performance measures

The Company presents the results on a statutory and adjusted basis and revenue
trends on a statutory and where applicable, like-for-like basis. The Company
believes that the adjusted basis and like-for-like trends will provide
investors with useful supplemental information about the financial performance
of the Group, enable comparison of financial results between periods where
certain items may vary independent of business performance, and allow for
greater transparency with respect to key performance indicators used by
management in operating the Group and making decisions. Although management
believes the adjusted basis is important in evaluating the Group, it is not
intended to be considered in isolation or as a substitute for, or as superior
to, financial information on a statutory basis. The alternative performance
measures are not recognised measures under IFRS and do not have standardised
meanings prescribed by IFRS and may be different to those used by other
companies, limiting the usefulness for comparison purposes. Note 20 sets out
the reconciliation between the statutory and adjusted results. An adjusted
cash flow is presented in note 21 which reconciles the adjusted operating
profit to the net change in cash and cash equivalents. Set out in note 22 is
the reconciliation between the statutory and adjusted cash flow.

Adjusting items

Adjusting items relate to costs or income that derive from events or
transactions that fall within the normal activities of the Group, but are
excluded from the Group's adjusted profit measures, individually or, if of a
similar type in aggregate, due to their size and/or nature in order to better
reflect management's view of the performance of the Group. The adjusted profit
measures are not recognised profit measures under IFRS and may not be directly
comparable with adjusted profit measures used by other companies. All
operating adjusting items are recognised within administrative expenses.
Details of adjusting items are set out in note 20 with additional information
in notes 5 and 15.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation
uncertainty that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year,
are discussed below:

Historical legal issues (note 18)

The historical legal issues provision relates to the cost associated with
resolving civil claims in relation to historical phone hacking and unlawful
information gathering. The provision consists of known claims and the
associated costs. The key uncertainties in relation to this matter relate to
how each claim progresses, the amount of any settlement and the associated
legal costs. Our assumptions have been based on historical trends, our
experience and the expected evolution of claims and costs.

In December 2023, a judgment was handed down in respect of four test claims
and as a result all claims issued after 31 October 2020 are now likely to be
dismissed as time barred, other than where individuals can demonstrate
specific exceptional circumstances. This significantly reduced the amounts
that are expected to be paid out. Whilst a large number of claimants have
voluntarily discontinued their cases since the 2023 judgment, a further 5 test
claims were argued in a trial of a preliminary issue in January and February
2026, and the judgment on those claims has not yet been handed down. There
have been no changes to the provision other than settlements of costs claims
made during the period. The provision is expected to be utilised within the
next year.

Our view on the range of outcomes at the reporting date for the provision,
applying more and less favourable outcomes to all aspects of the provision is
£2m to £8m (2024: £4m to £16m). Despite making a best estimate, the timing
of utilisation and ongoing legal matters related to the provided-for claims
could mean that the final outcome is outside of the range of outcomes.

Retirement benefits (note 15)

Actuarial assumptions adopted and external factors can significantly impact
the surplus or deficit of defined benefit pension schemes. Valuations for
funding and accounting purposes are based on assumptions about future economic
and demographic variables. These result in risk of a volatile valuation
deficit and the risk that the ultimate cost of paying benefits is higher than
the current assessed liability value. Advice is sourced from independent and
qualified actuaries in selecting suitable assumptions at each reporting date.

Impairment review (note 12)

There is uncertainty in the value-in-use calculation. The most significant
area of uncertainty relates to expected future cash flows for the
cash-generating unit. Determining whether the carrying values of assets in a
cash-generating unit are impaired requires an estimation of the value-in-use
of the cash-generating unit to which these have been allocated. The
value-in-use calculation requires the Group to estimate the future cash flows
expected to arise from the cash-generating unit and a suitable discount rate
in order to calculate present value. Projections are based on both internal
and external market information and reflect past experience. The discount rate
reflects the weighted average cost of capital of the Group.

Property provisions (note 18)

Provisions are measured at the best estimate of the expenditure required to
settle the obligation based on the assessment of the related facts and
circumstances at each reporting date. There is uncertainty in relation to the
size and period over which the provision will be utilised and this is
dependent on our ability to sublease the vacant properties. We have assumed no
subletting but if this were to change, there could be a material impact on the
provision.

Critical judgements in applying the Group's accounting policies

In the process of applying the Group's accounting policies, described above,
management has made the following judgements that have the most significant
effect on the amounts recognised in the financial statements:

Indefinite life assumption in respect of publishing rights and titles (note
12)

There is judgement required in continuing to adopt an indefinite life
assumption in respect of publishing rights and titles. The directors consider
publishing rights and titles (with a carrying amount of £657.9m) have
indefinite economic lives due to the longevity of the brands and the ability
to evolve them in an ever-changing media landscape. The brands are central to
the delivery of the Strategy which is delivering digital revenue growth. At
each reporting date management review the suitability of this assumption.

A corresponding deferred tax liability is recognised attributable to these
intangible assets. This is included within the carrying amount for impairment
assessment purposes due to the intrinsic link between the asset and associated
tax balance.

Identification of cash-generating units (note 12)

There is judgement required in determining the cash-generating unit relating
to our Publishing brands. At each reporting date management review the
interdependency of revenues across our portfolio of Publishing brands to
determine the appropriate cash-generating unit. The Group operates its
Publishing brands such that a majority of the revenues are interdependent and
revenue would be materially lower if brands operated in isolation. As such,
management do not consider that an impairment review at an individual brand
level is appropriate or practical. As the Group continues to centralise
revenue generating functions and has moved to a matrix operating structure
over the past few years, all of the individual brands in Publishing have
increased revenue interdependency and are assessed for impairment as a single
Publishing cash-generating unit.

Historical legal issues (note 18)

Following the judgment handed down on 15 December 2023, all claims issued
after 31 October 2020 are now likely to be considered time barred and
subsequently dismissed, other than where individuals can demonstrate there
were exceptional circumstances why they could not have been aware of their
putative claims.

Whilst a large number of claimants have voluntarily discontinued their cases
since the 2023 judgment, a further 5 test claims were argued in a trial of a
preliminary issue in January and February 2026, and the judgment on those
claims has not yet been handed down. The prospect of the outcome of these 5
test claims materially affecting the provision is considered remote and as
such no contingent liability has been disclosed in the accounts.

3.            Segments

The performance of the Group is presented as a single reporting segment as
this is the basis of internal reports regularly reviewed by the Board and
chief operating decision maker (executive directors) to allocate resources and
to assess performance. The Group's operations are primarily located in the UK
and the Group is not subject to significant seasonality during the year.

4.            Revenue

                   2025   2024

                   £m     £m

 Print             388.1  406.7
    Circulation    288.4  298.5
    Advertising    55.8   65.4
    Printing       16.8   17.3
    Other          27.1   25.5
 Digital           128.9  130.0
 Other             1.4    1.9
 Total revenue     518.4  538.6

 

The Group's operations are located primarily in the UK.

 

5.            Operating adjusted items

                                                                                 2025     2024

 

                                                                                 £m       £m

 Restructuring charges in respect of cost reduction measures (note 18)           (22.9)   (8.0)
 Defined benefit pension related costs (notes 15 and 20)                         (12.9)   (16.3)
 Impairment of goodwill, publishing rights and titles, internally generated      (222.8)  -
 intangibles, property, plant and equipment and right-of-use assets (notes 12,
 13 and 14)
 Property-related items (note 20)                                                (0.7)    1.1
 Other items (note 20)                                                           (3.4)    (3.6)
 Operating adjusted items included in administrative expenses                    (262.7)  (26.8)
 Operating adjusted items included in share of results of associates             (2.1)    (1.3)
 Total operating adjusted items                                                  (264.8)  (28.1)

 

Operating adjusted items relate to costs or income that derive from events or
transactions that fall within the normal activities of the Group, but are
excluded from the Group's adjusted profit measures, individually or, if of a
similar type in aggregate, due to their size and/or nature in order to better
reflect management's view of the performance of the Group. The adjusted profit
measures are not recognised profit measures under IFRS and may not be directly
comparable with adjusted profit measures used by other companies. Set out in
note 20 is the reconciliation between the statutory and adjusted results which
includes descriptions of the items included in adjusted items.

The Group estimates for historical legal issues are unchanged. As a result,
there is no change in the provision for historical legal issues relating to
the cost associated with dealing with and resolving civil claims in relation
to historical phone hacking and unlawful information gathering (2024: no
change) (note 18).

Restructuring charges of £22.9m (2024 £8.0m) principally relate to in-year
cost management actions taken in the period.

Defined benefit pension scheme related costs of £12.9m (2024: £16.3m)
comprise external pension administrative expenses of £5.4m (2024: £4.7m)
(note 15), internal defined benefit pension administrative expenses of £0.5m
(2024: £0.5m), adviser costs of £4.8m (2024: £6.1m) and  an additional
one-off past service cost of £2.2m representing a Barber Window adjustment
attributable to the Trinity Retirement Benefit Scheme (the 'Trinity Scheme')
(note 15). 2024 also included the £5.0m one-off past service cost within the
West Ferry Printers Pension Scheme (the 'WF Scheme').

A non-cash impairment charge has been allocated to goodwill (£35.9m),
publishing rights and titles (£120.6m which represents £160.8m offset by a
credit to deferred tax of £40.2m), internally generated assets (£5.2m),
property, plant and equipment (£19.4m) and right-of-use assets (£1.5m)
(2024: nil).

Property-related items comprise the profit on sale of assets (£1.4m), less
vacant freehold property-related costs (£0.3m), and onerous lease and related
costs (£1.8m). In 2024 property-related items comprise the profit on sale of
assets (£5.5m) less vacant freehold property-related costs (£1.5m), onerous
lease and related costs (£2.8m) and impairment of vacant freehold property
(£0.1m).

Other adjusted items comprise the Group's net legal fees in respect of
historical legal issues (£1.6m), corporate simplification costs (£0.6m), and
other restructuring-related project costs (£1.8m) less a reduction in
National Insurance costs relating to share awards (£0.6m). In 2024, other
adjusted items comprise the Group's legal fees in respect of historical legal
issues (£1.0m), corporate simplification costs (£0.5m), and other
restructuring-related project costs (£2.1m).

6.            Interest income

                                            2025  2024

 

                                            £m    £m

 Interest income on bank deposits           0.1   0.2
 Interest income on other financial assets  0.1   -
 Interest income                            0.2   0.2

 

7.            Finance costs

                                     2025   2024

 

                                     £m     £m

 Interest and charges on borrowings  (4.1)  (4.0)
 Interest on lease liabilities       (1.1)  (1.3)
 Adjusted finance costs              (5.2)  (5.3)
 Other interest costs (note 8)       -      (2.9)
 Finance costs                       (5.2)  (8.2)

 

8.            Tax credit/(charge)

 

                                                                             2025     2024

                                                                             £m       £m

 Corporation tax charge for the period                                       (1.3)    (2.1)
 Prior period adjustment                                                     0.3      0.6
 Current tax charge                                                          (1.0)    (1.5)
 Deferred tax credit/(charge) for the period                                 34.3     (10.8)
 Prior period adjustment                                                     0.3      3.1
 Deferred tax credit/(charge)                                                34.6     (7.7)
 Tax credit/(charge)                                                         33.6     (9.2)

 Reconciliation of tax credit/(charge)                                       2025     2024

                                                                             £m       £m

 (Loss)/profit before tax                                                    (165.9)  62.8
 Standard rate of corporation tax of 25.0% (2024: 25.0%)                     41.5     (15.7)
 Variance in overseas tax rates                                              1.1      1.2
 Tax effect of permanent items that are not included in determining taxable  (12.9)   1.8
 profit
 Deferred tax not recognised                                                 (0.3)    (9.0)
 Prior period adjustment                                                     0.6      3.7
 Capital loss on disposal of property                                        3.4      8.4
 Tax effect of share of results of associates                                0.2      0.4
 Tax credit/(charge)                                                         33.6     (9.2)

The standard rate of corporation tax for the period is 25.0% (2024: 25.0%).
The current tax receivable is £3.9m (2024: £6.6m). The reduction in the
current tax receivable during the period is primarily driven by the receipt of
£4.8m relating to residual overpayments previously held with HMRC following
the agreement of the deductibility of certain costs. £2.9m of related
interest (note 7) was recognised in 2024 upon agreement of this position,
reducing the current tax receivable.

 

The tax on actuarial gains (2024: gains) on defined benefit pension schemes
taken to the consolidated statement of comprehensive income is a deferred tax
debit of £0.2m (2024: debit of £2.8m).

The amount taken to the consolidated income statement as a result of pension
contributions was £12.8m (2024: £11.6m).

9.            Dividends

                                                                          2025        2024

                                                                          Pence       Pence

                                                                          per share   per share
 Amounts recognised as distributions to equity holders in the period
 Dividends paid per share - prior year final dividend                     4.46        4.46
 Dividends paid per share - interim dividend                              2.88        2.88
 Total dividends paid per share                                           7.34        7.34

 Dividend proposed per share but not paid nor included in the accounting  4.46        4.46
 records

 

The Board proposes a final dividend for 2025 of 4.46 pence per share. An
interim dividend for 2025 of 2.88 pence per share was paid on 19 September
2025 bringing the total dividend in respect of 2025 to 7.34 pence per share.
The 2025 final dividend payment is expected to amount to £14.1m.

 

On 1 May 2025, the final dividend proposed for 2024 of 4.46 pence per share
was approved by shareholders at the Annual General Meeting and was paid on 30
May 2025.

 

Total dividends paid in 2025 were £23.2m (2024 final dividend payment of
£14.1m and 2025 interim dividend payment of £9.1m).

 

10.          Earnings per share

Basic earnings per share is calculated by dividing profit for the period
attributable to equity holders of the parent by the weighted average number of
ordinary shares during the period, and diluted earnings per share is
calculated by adjusting the weighted average number of ordinary shares in
issue on the assumption of conversion of all potentially dilutive ordinary
shares.

                                                                            2025       2024

                                                                            Thousand   Thousand

 Weighted average number of ordinary shares for basic earnings per share    315,782    315,352
 Effect of potential dilutive ordinary shares in respect of share awards    3,987      4,582
 Weighted average number of ordinary shares for diluted earnings per share  319,769    319,934

 

The weighted average number of potentially dilutive ordinary shares not
currently dilutive was 9,960,644 (2024: 7,625,633).

 

 Statutory (loss)/earnings per share   2025    2024

                                       Pence   Pence

 (Loss)/earnings per share - basic     (41.9)  17.0
 (Loss)/earnings per share - diluted   (41.4)  16.7

 

 Adjusted earnings per share   2025    2024

                               Pence   Pence

 Earnings per share - basic    26.8    25.3
 Earnings per share - diluted  26.5    24.9

 

Set out in note 20 is the reconciliation between the statutory and adjusted
results.

11.          Cash flows from operating activities

                                                           2025     2024

                                                           £m       £m

 Operating (loss)/profit                                   (160.1)  74.2
 Depreciation of property, plant and equipment             8.3      9.4
 Depreciation of right-of-use assets                       2.7      2.8
 Amortisation of other intangible assets                   8.7      7.4
 Impairment of goodwill                                    35.9     -
 Impairment of property, plant and equipment               19.4     0.4
 Impairment of right-of-use assets                         1.5      0.9
 Impairment of other intangible assets                     166.0    0.6
 Profit on disposal of property, plant and equipment       (1.4)    (5.5)
 Loss on disposal of intangible asset                      0.5      -
 Profit on early termination of leases                     -        (0.3)
 Share of results of associates                            (0.6)    (1.5)
 Share-based payments charge                               2.1      2.5
 Pension administrative expenses and past service costs    7.6      9.7
 Operating cash flows before movements in working capital  90.6     100.6
 Decrease in inventories                                   2.3      1.2
 Decrease/(increase) in receivables                        7.1      (2.6)
 Decrease in payables and provisions                       (16.8)   (9.7)
 Cash flows from operating activities                      83.2     89.5

 

12.          Goodwill and other intangible assets

The carrying value of goodwill and other intangible assets is:

                         Goodwill  Publishing          Internally generated assets  Intangible

                         £m        rights and titles   £m                           assets

                                   £m                                               £m

 Opening carrying value  35.9      818.7               24.6                         879.2
 Additions               -         -                   11.0                         11.0
 Amortisation            -         -                   (8.7)                        (8.7)
 Impairment              (35.9)    (160.8)             (5.2)                        (201.9)
 Disposals               -         -                   (0.5)                        (0.5)
 Closing carrying value  -         657.9               21.2                         679.1

 

During the year, the Group capitalised internally generated assets relating to
software and website development costs of £11.0m (2024: £10.5m). These
assets are amortised using the straight-line method over their estimated
useful lives (3-5 years).

Publishing rights and titles are not amortised. There is judgement required in
continuing to adopt an indefinite life assumption in respect of publishing
rights and titles. The directors consider publishing rights and titles (with a
carrying amount of £657.9m) have indefinite economic lives due to the
longevity of the brands and the ability to evolve them in an ever-changing
media landscape. The brands are central to the delivery of the Strategy which
is delivering digital revenue growth. This, combined with our inbuilt and
relentless focus on maximising efficiency, gives confidence that the delivery
of sustainable growth in revenue, profit and cash flow is achievable in the
future.

There is judgement required in determining the cash-generating units. At each
reporting date management review the interdependency of revenues across our
Publishing brands to determine the appropriate cash-generating unit. The Group
operates its Publishing brands such that a majority of the revenues are
interdependent and revenue would be materially lower if brands operated in
isolation. As such, management do not consider that an impairment review at an
individual brand level is appropriate or practical. As the Group continues to
centralise revenue generating functions and has moved to a matrix operating
structure over the past few years, all of the individual brands in Publishing
have increased revenue interdependency and are assessed for impairment as a
single Publishing cash-generating unit.

The Group tests the carrying value of assets at the cash-generating unit level
for impairment annually or more frequently if there are indicators that assets
might be impaired. The review is undertaken by assessing whether the carrying
value of assets is supported by their value-in-use which is calculated as the
net present value of future cash flows derived from those assets, using cash
flow projections. If an impairment charge is required this is allocated first
to reduce the carrying amount of any goodwill allocated to the cash-generating
unit and then to the other assets of the cash-generating unit but subject to
not reducing any asset below its recoverable amount.

At the reporting date we performed a full impairment review. We have reported
lower digital revenues in 2025 and have lower digital revenue expectations for
2026 which is attributable to the decline in referral traffic, compounded by
the impact of the continued challenging macroeconomic backdrop. This has in
turn reduced our long term growth rate assumption used within our impairment
assessment. Our three key strategic priorities are designed to address these
challenges. The changes in these assumptions resulted in an impairment charge
of £182.6m (£222.8m gross of deferred tax). The charge has been allocated to
goodwill (£35.9m), publishing rights and titles (£120.6m equating to
£160.8m gross of deferred tax), internally generated assets (£5.2m),
property, plant and equipment (£19.4m) and right-of-use assets (£1.5m).

For the impairment review, cash flows have been prepared based on the approved
Budget for 2026 and projections for a further four years. The forecasts for
2027 to 2030 are internal projections. The underlying assumptions assume a
continued decline in print revenues, growth in digital revenues and the
associated change in the cost base as a result of the changing revenue mix,
together with ongoing efficiency initiatives. These projections are used to
develop the key assumption of EBITDA levels across the five-year period. The
long-term growth rate applied beyond the forecast period for the purposes of
the impairment assessment has been assessed at -2.3% (2024: -0.1%). This is
based on the Board's view of being able to maintain EBITDA broadly at current
levels over the forecast period. We continue to believe that there are
significant longer-term benefits of the scale of our national and local
digital audiences and there are opportunities to grow revenue and profit in
the longer term.

The discount rate reflects the weighted average cost of capital of the Group.
The current post-tax and equivalent pre-tax discount rate used is 10.0% (2024:
10.3%) and 15.1% (2024: 15.2%) respectively.

In respect of the values assigned by management to each of the above
assumptions used to develop the key assumption of EBITDA, revenue is based on
past performance and current trends, alongside management's planned pricing
strategies and circulation volume trends experienced across the industry.
Operating costs are based on management's forecasts for the current structure
of the business, adjusting for inflationary increases, the transition of the
cost base arising from the shift from print to digital and ongoing
efficiencies. The long-term growth rate used to extrapolate cash flows beyond
the forecast period is based on future anticipated growth opportunities,
including consideration of industry forecasts. The discount rate reflects
specific risks relating to the industry in which the Group operates.

The impairment review is highly sensitive to reasonably possible changes in
key assumptions used in the value-in-use calculations. In addition, the macro
environment remains uncertain. The level of impairment within the assessment
is £182.6m (£222.8m gross of deferred tax) (2024: £49.7m headroom). Absent
future savings programmes, which are not permitted under IAS 36 for the
purposes of the impairment assessment, EBITDA shows a modest decline over the
five year projection period. A decrease in EBITDA is a reasonably possible
change, driven by changes such as print revenue declining at a faster rate
than projected, digital revenue growth being lower than projected or the
associated change in the cost base being different than projected. A 1%
reduction in EBITDA per annum within the five-year projections would increase
impairment to £189.3m (£231.3m gross of deferred tax) (2024: £40.7m
headroom). Alternatively, an increase of 0.5 percentage points in the post-tax
discount rate from 10.0% to 10.5% would increase the impairment to £204.1m
(£250.2m gross of deferred tax) (2024: 0.7 percentage points would have led
to the removal of the headroom), and a 0.5% decrease in the long-term growth
rate to -2.8% would increase the impairment to £196.7m (£240.7m gross of
deferred tax).

13.          Property, plant and equipment

                                          Freehold land and buildings  Plant and equipment  Asset under construction  Total
                                          £m                           £m                   £m                        £m
 Cost
 At 31 December 2024                      145.3                        345.5                0.3                       491.1
 Additions                                -                            0.8                  1.8                       2.6
 Disposals                                (9.0)                        (22.1)               -                         (31.1)
 Reclassification                         -                            0.8                  (0.8)                     -
 At 31 December 2025                      136.3                        325.0                1.3                       462.6
 Accumulated depreciation and impairment
 At 31 December 2024                      (68.3)                       (318.6)              -                         (386.9)
 Charge for the period                    (2.2)                        (6.1)                -                         (8.3)
 Disposals                                9.0                          22.1                 -                         31.1
 Impairment                               (14.9)                       (4.5)                -                         (19.4)
 At 31 December 2025                      (76.4)                       (307.1)              -                         (383.5)
 Carrying amount
 At 31 December 2024                      77.0                         26.9                 0.3                       104.2
 At 31 December 2025                      59.9                         17.9                 1.3                       79.1

In 2025, an impairment of freehold land and buildings of £14.9m and plant and
equipment of £4.5m was recognised as a result of the impairment review in
respect of the Publishing cash-generating unit (note 12).

14.          Right-of-use assets

                                          Properties  Vehicles  Total

                                          £m          £m        £m
 Cost
 At 31 December 2024                      26.1        3.3       29.4
 Additions                                -           0.4       0.4
 Derecognition at end of lease term       -           (0.5)     (0.5)
 At 31 December 2025                      26.1        3.2       29.3
 Accumulated depreciation and impairment
 At 31 December 2024                      (18.0)      (1.5)     (19.5)
 Charge for the period                    (1.9)       (0.8)     (2.7)
 Derecognition at end of lease term       -           0.5       0.5
 Impairment                               (1.2)       (0.3)     (1.5)
 At 31 December 2025                      (21.1)      (2.1)     (23.2)
 Carrying amount
 At 31 December 2024                      8.1         1.8       9.9
 At 31 December 2025                      5.0         1.1       6.1

In 2025, an impairment of properties of £1.2m and vehicles of £0.3m was
recognised as a result of the impairment review in respect of the Publishing
cash-generating unit (note 12).

15.          Retirement benefit schemes

Defined contribution pension schemes

The Group operates defined contribution pension schemes for qualifying
employees, where the assets of the schemes are held separately from those of
the Group in funds under the control of Trustees.

The current service cost charged to the consolidated income statement for the
year of £15.6m (2024: £15.8m) represents contributions paid by the Group at
rates specified in the scheme rules. All amounts that were due have been paid
over to the schemes at all reporting dates.

Defined benefit pension schemes

Background

The defined benefit pension schemes operated by the Group are all closed to
future accrual. At the reporting date, the Group has five defined benefit
pension schemes:

 •    the MGN Pension Scheme (the 'MGN Scheme'), the Trinity Retirement Benefit
      Scheme (the 'Trinity Scheme'), the Midland Independent Newspapers Pension
      Scheme (the 'MIN Scheme'), the Express Newspapers 1988 Pension Fund (the 'EN88
      Scheme'), and the WF Scheme.
 •    the Express Newspapers Senior Management Pension Fund (the 'ENSM Scheme') was
      wound up on 18 August 2025 following a full buy-out in February 2024.

Characteristics

The defined benefit pension schemes provide pensions to members, which are
based on their final pensionable salary, normally from age 65 (although some
schemes have some pensions normally payable from an earlier age) plus
surviving spouses or dependants' benefits following a member's death. Benefits
increase both before and after retirement either in line with statutory
minimum requirements or in accordance with the scheme rules if greater. Such
increases are either at fixed rates or in line with retail or consumer prices
but subject to upper and lower limits. All of the schemes are independent of
the Group with assets held independently of the Group. They are governed by
Trustees who administer benefits in accordance with the scheme rules and
appropriate UK legislation. The schemes, each have a professional or
experienced independent Trustee as their Chair (or co-Chair) with generally at
least half of the remaining Trustees nominated by the members and the
remainder by the Group.

Maturity profile and cash flow

Across all of the schemes, the uninsured liabilities related 60% to current
pensioners and their spouses or dependants and 40% to deferred pensioners. The
average term from the period end to payment of the remaining uninsured
benefits is expected to be around 10.5 years. Uninsured pension payments by
the schemes in 2025, excluding lump sums and transfer value payments, were
£70m and these payments by the schemes are projected to rise to an annual
peak in 2033 of £80m and reduce thereafter.

Funding arrangements

The funding of the Group's schemes is subject to UK pension legislation as
well as the guidance and codes of practice issued by the Pensions Regulator.
Funding targets are agreed between each Trustee board and the Group and are
reviewed and revised usually every three years. The funding targets must
include a margin for prudence above the expected cost of paying the benefits
and so are different from the liability value for IAS 19 purposes. The funding
deficits revealed by these triennial valuations are removed over time in
accordance with an agreed recovery plan and schedule of contributions for each
scheme (where applicable). The latest valuation date for the schemes was 31
December 2025 and there is a 15 month statutory timeframe for the completion
of the valuations.

The funding valuation of the MGN Scheme at 31 December 2022 was agreed on 9
October 2023. This showed a deficit of £219.0m. The Group paid contributions
of £46.0m to the MGN Scheme in 2025 and the agreed schedule of contributions
includes payments of £46.0m per annum (pa) from 2026 until January 2028.
During 2024, the Trustees of the MGN Scheme purchased a bulk annuity policy
insuring 18% of the total liabilities of the scheme.

The funding valuation of the Trinity Scheme at 31 December 2022 was agreed on
28 March 2024. This showed a deficit of £5.8m. The current schedule of
contributions includes payments of £4.5m pa during 2026 and 2027, or earlier,
if the Scheme has reached 100% funding on the technical provisions basis. 100%
funding on this basis was confirmed during 2024 and contributions, totalling
£4.5m during 2025, have subsequently been diverted into an escrow account
which totals £6.5m at the reporting date. On 12 February 2026, the Trustees
of the Trinity Scheme purchased an additional bulk annuity insurance policy,
insuring all the remaining members of the scheme. As a consequence of the
buy-in, no further contributions into the escrow account are required. During
2025, the Trustee identified that a portion of members' early retirement
benefits were incorrectly calculated based on being payable from age 65,
rather than from age 60. The £2.2m impact of the required adjustment has been
recognised in the consolidated income statement as a past service cost during
2025.

The funding valuation of the MIN Scheme at 31 December 2022 was agreed on 28
March 2024. This showed a deficit of £53.3m. The Group paid contributions of
£9.7m to this scheme in 2025 and the agreed schedule of contributions
requires payments of £10.6m pa in 2026 and 2027 and £11.4m in 2028.

The funding valuation of the EN88 Scheme at 31 December 2022 was agreed on 27
March 2024. This showed a surplus of £2.0m. The 2022 valuation does not
provide for any deficit recovery contributions but instead payments are made
to a separate bank account of £1.0m pa until 31 December 2027 or earlier, if
the Scheme has attained full funding on a long term basis. In 2025, £1.0m of
payments were made into the bank account, the balance of the account totals
£3.5m at the reporting date. In certain events the EN88 Scheme Trustee has
the right to have the bank account balance released to it; its purpose is to
avoid future trapped surplus in the EN88 Scheme.

The funding valuation of the WF Scheme at 31 December 2022 was agreed on 27
March 2024. This showed neither surplus nor deficit. The company ceased
deficit recovery payments to the WF Scheme in 2021 which together with a
one-off payment enabled the Trustees to purchase a bulk annuity for all known
remaining pension liabilities. During 2024, as part of the due diligence to
prepare the WF Scheme for buy-out, the Trustee identified a required Barber
Window equalisation adjustment dating back to 1990. The impact of the required
adjustment was recognised in the consolidated income statement in 2024 as a
past service cost. An additional £3.4m of funding was paid to the scheme
during 2025 to cover this additional liability and the anticipated residual
amount of £1.0m is expected to be settled during 2026. The total amount is
£0.6m less than the amount recognised during 2024, with the difference being
recognised via an experience gain recognised within Other Comprehensive
Income. Following this no further funding is expected. On 22 January 2026 and
23 February 2026, the WF Scheme converted to a buy-out policy for all of its
members across the two dates. The process to wind up the WF Scheme is
underway.

During 2024, the ENSM Scheme moved to buy-out and on 18 August 2025 the scheme
was wound up and all residual assets were removed from the Group balance
sheet.

Group contributions in respect of the defined benefit pension schemes in the
year were £59.1m (2024: £59.2m).

At the reporting date, and based on the 31 December 2022 funding valuations,
the funding deficit in the schemes is expected to be removed by 2028 through a
combination of the contributions and asset returns. Contributions (which
include funding for pension administrative expenses) are payable monthly.

Contributions per the current schedule of contributions, based on the 31
December 2022 funding valuations, are £62.1m pa in 2026 and 2027 (including
£1.0m for the EN88 scheme to a separate bank account and £4.5m for the
Trinity Scheme to the Escrow account), and £15.3m in 2028. Following the
completion of the buy-in on 12 February in respect of the Trinity Scheme, no
further contributions are required to be made to the Escrow account after
January 2026.

The future deficit funding commitments are linked to the three-yearly
actuarial valuations. Although the funding commitments do not generally impact
the IAS 19 position, IFRIC 14 guides companies to consider for IAS 19
disclosures whether any surplus can be recognised as a balance sheet asset and
whether any future funding commitments in excess of the IAS 19 liability
should be provisioned for. Based on its interpretation of the rules for each
of the defined benefit pension schemes, the Group considers that it has an
unconditional right to any potential surplus on the ultimate wind-up after all
benefits to members have been paid in respect of all of the schemes except the
WF Scheme. Under IFRIC 14 it is therefore appropriate to recognise any IAS 19
surpluses which may emerge in the future and not to recognise any potential
additional liabilities in respect of future funding commitments of all of the
schemes except for the WF Scheme.

The calculation of Guaranteed Minimum Pension ('GMP') is set out in
legislation and members of pension schemes that were contracted out of the
State Earnings-Related Pension Scheme ('SERPS') between 6 April 1978 and 5
April 1997 will have built up an entitlement to a GMP.

GMPs were intended to broadly replicate the SERPS pension benefits but due to
their design they give rise to inequalities between men and women, in
particular, the GMP for a male comes into payment at age 65 whereas for a
female it comes into payment at the age of 60 and GMPs typically receive
different levels of increase to non-GMP benefits. On 26 October 2018, the High
Court handed down its judgment in the Lloyds Trustees vs Lloyds Bank plc and
Others case relating to the equalisation of member benefits for the gender
effects of GMP equalisation. This judgment creates a precedent for other UK
defined benefit schemes with GMPs. The judgment confirmed that GMP
equalisation was required for the period 17 May 1990 to 5 April 1997 and
provided some clarification on legally acceptable methods for achieving
equalisation. An allowance for GMP equalisation was first included within
liabilities at 30 December 2018 and was recognised as a charge for past
service costs in the income statement. In 2020 further clarification was
issued relating to GMP equalisation in respect of transfers out of schemes and
a further allowance for GMP equalisation was included within liabilities at 27
December 2020 and was recognised as a charge for past service costs in the
income statement. The estimate is subject to change as more detailed member
calculations are undertaken, as guidance is issued and/or as a result of
future legal judgments. The Trinity Scheme and the MIN Scheme made back
payments for all impacted members during 2025 and current pension payments
were equalised from December 2025.

Risks

Valuations for funding and accounting purposes are based on assumptions about
future economic and demographic variables. This results in the risk of a
volatile valuation deficit and the risk that the ultimate cost of paying
benefits is higher than the current assessed liability value.

The main sources of risk are:

 

 •    investment risk: a reduction in asset returns (or assumed future asset
      returns);
 •    inflation risk: an increase in benefit increases (or assumed future
      increases); and
 •    longevity risk: an increase in average life spans (or assumed life
      expectancy).

 These risks are managed by:

 •    investing in insured annuity policies: the income from these policies exactly
      matches the benefit payments for the members covered, removing all of the
      above risks. At the reporting date the insured annuity policies covered 23% of
      total liabilities;
 •    investing a proportion of assets in other classes such as Government and
      corporate bonds and in liability-driven investments: changes in the values of
      the assets aim to broadly match changes in the values of the uninsured
      liabilities, reducing the investment risk, however some risk remains as the
      durations of the bonds are typically shorter than those of the liabilities and
      so the values may still move differently. At the reporting date non-equity
      assets amounted to 97% of assets excluding the insured annuity policies;
 •    investing a proportion of assets in equities: with the aim of achieving
      outperformance and so reducing the deficits over the long term. At the
      reporting date this amounted to 3% of assets excluding the insured annuity
      policies; and
 •    the gradual sale of equities over time to purchase additional annuity policies
      or liability-matching investments: to further reduce risk as the schemes,
      which are closed to future accrual, mature.

Pension scheme accounting surpluses and deficits are snapshots at moments in
time and are not used by either the Group or Trustees to frame funding policy.
The Group and Trustees seek to be aligned in focusing on the long-term
sustainability of the funding policy which aims to balance the interests of
the Group's shareholders and members of the schemes. The Group and Trustees
also seek to be aligned in reducing pensions risk over the long term and at a
pace which is affordable to the Group.

The Trinity Scheme and the EN88 Scheme both have an accounting surplus at the
reporting date. The WF Scheme was in deficit on the accounting basis at the
reporting date due to the Barber Window equalisation adjustment identified in
2024. Across the MGN Scheme and the MIN Scheme, the invested assets are
expected to be sufficient for the schemes to pay the uninsured benefits due up
to 2050, based on the reporting date assumptions. The remaining uninsured
benefit payments, payable from 2051, are due to be funded by a combination of
asset outperformance and the deficit contributions currently scheduled to be
paid up to 31 January 2028 for the MGN Scheme and 31 December 2028 for the MIN
Scheme. For the MGN Scheme and MIN Scheme, actuarial projections at the
year-end reporting date show removal of the accounting deficit by the end of
2026 due to scheduled contributions and asset returns at the current target
rate. From this point, the assets are projected to be sufficient to fully fund
the liabilities on the accounting basis. The Group is not exposed to any
unusual, entity-specific or scheme-specific risks. Other than the current year
impact of the Barber Window adjustment relating to the Trinity Scheme, and the
impact of the Barber Window adjustment relating to the WF scheme together with
the MGN Scheme purchase of a bulk annuity, both in 2024, there were no plan
amendments, settlements or curtailments in 2025 or 2024 which resulted in a
pension cost.

Results

For the purposes of the Group's consolidated financial statements, valuations
have been performed in accordance with the requirements of IAS 19 with scheme
liabilities calculated using a consistent projected unit valuation method and
compared to the estimated value of the scheme assets at 31 December 2025.

Based on actuarial advice, the assumptions used in calculating the scheme
liabilities are:

                                                                       2025                                                        2024
 Financial assumptions (nominal % pa)
 Discount rate                                                         5.43                                                        5.49
 Retail price inflation rate                                           2.81                                                        3.20
 Consumer price inflation rate                                         1.0% pa lower than RPI to 2030 and equal to RPI thereafter  1.0% pa lower than RPI to 2030 and equal to RPI thereafter
 Rate of pension increases in deferment                                2.34                                                        2.88
 Rate of pension increases in payment                                  3.31                                                        3.40
 Mortality assumptions - future life expectancies from age 65 (years)
 Male currently aged 65                                                21.5                                                        21.2
 Female currently aged 65                                              23.3                                                        23.3
 Male currently aged 55                                                21.3                                                        21.0
 Female currently aged 55                                              24.2                                                        24.2

 

The defined benefit pension liabilities are valued using actuarial assumptions
about future benefit increases and scheme member demographics, and the
resulting projected benefits are discounted to the reporting date at
appropriate corporate bond yields. For 2024 and 2025, the financial
assumptions have been derived as a yield curve with different rates per year,
with the figures in the table above representing a weighted average of these
rates across all of the schemes. This is considered to be a more robust and
accurate approach to setting assumptions as it allows for each scheme's
individual circumstances, rather than considering the schemes in aggregate as
has been done in the past.

 

The discount rate should be chosen to be equal to the yield available on
'high-quality' corporate bonds of appropriate term and currency. For 2024 and
2025, the discount rate has been set to reflect the full corporate bond yield
curve.

 

The inflation assumptions are based on market expectations over the period of
the liabilities. For 2024 and 2025, the inflation assumptions have been set
using the full inflation curve. The RPI assumption is set based on the
break-even RPI inflation curve with a margin deducted. This margin, called an
inflation risk premium, reflects the fact that the RPI market-implied
inflation curve can be affected by market distortions and as a result it is
thought to overstate the underlying market expectations for future RPI
inflation. Allowing for the extent of RPI linkage on the schemes' benefits pre
and post 2030, the average inflation risk premium has been set at 0.2% per
annum to 2030 and 0.4% per annum thereafter. The CPI assumption is set based
on a margin deducted from the RPI assumption, due to lack of market data on
CPI expectations. Following the UK Statistics Authority's announcement of the
intention to align RPI with CPIH from 2030 the assumed gap between RPI and CPI
inflation is 1.0% per annum up to 2030 and 0.0% per annum beyond 2030.

 

The estimated impacts on the IAS 19 liabilities and on the IAS 19 deficit at
the reporting date, due to a reasonably possible change in key assumptions
over the next year, are set out in the table below:

 

                                            Effect on     Effect on

                                            liabilities   deficit

£m
£m

 Discount rate +/- 1.0% pa                  -140/+165     -115/+135
 Retail price inflation rate +/- 0.5% pa    +19/-18       +12/-12
 Consumer price inflation rate +/- 0.5% pa  +17/-15       +15/-14
 Life expectancy at age 65 +/- 1 year       +70/-70       +50/-50

The RPI sensitivity impacts the rate of increases in deferment for some of the
pensions in the EN88 Scheme and some of the pensions in payment for all
schemes except the MGN Scheme. The CPI sensitivity impacts the rate of
increases in deferment for some of the pensions in most schemes and the rate
of increases in payment for some of the pensions in payment for all schemes.

The effect on the deficit is usually lower than the effect on the liabilities
due to the matching impact on the value of the insurance contracts held in
respect of some of the liabilities. Each assumption variation represents a
reasonably possible change in the assumption over the next year but might not
represent the actual effect because assumption changes are unlikely to happen
in isolation.

The estimated impact of the assumption variations makes no allowance for
changes in the values of invested assets that would arise if market conditions
were to change in order to give rise to the assumption variation. If allowance
were made, the estimated impact would likely be lower as the values of
invested assets would normally change in the same directions as the liability
values.

The amounts included in the consolidated income statement, consolidated
statement of comprehensive income and consolidated balance sheet arising from
the Group's obligations in respect of its defined benefit pension schemes are
as follows in the table below.

Past service costs of £2.2m relate to a Barber Window adjustment attributable
to the Trinity Scheme during the year (2024: £5.0m Barber Window equalisation
adjustment identified by the Trustees of the WF Scheme).

 Consolidated income statement                        2025   2024

 

                                                      £m     £m

 Pension administrative expenses                      (5.4)  (4.7)
 Past service costs                                   (2.2)  (5.0)
 Pension finance charge                               (0.8)  (3.4)
 Defined benefit cost recognised in income statement  (8.4)  (13.1)

 

 Consolidated statement of comprehensive income              2025   2024

                                                             £m     £m

 Actuarial (loss)/gain due to liability experience           (7.9)  6.5
 Actuarial gain due to liability assumption changes          12.6   173.3
 Total liability actuarial gain                              4.7    179.8
 Returns on scheme assets less than discount rate            (3.2)  (168.6)
 Impact of IFRIC 14                                          -      0.2
 Total gain recognised in statement of comprehensive income  1.5    11.4

 

 Consolidated balance sheet                                           2025       2024

                                                                      £m         £m

 Present value of uninsured scheme liabilities                        (1,220.5)  (1,240.5)
 Present value of insured scheme liabilities                          (365.7)    (375.8)
 Total present value of scheme liabilities                            (1,586.2)  (1,616.3)
 Invested and cash assets at fair value                               1,227.4    1,195.2
 Value of liability-matching insurance contracts                      365.7      375.8
 Total fair value of scheme assets                                    1,593.1    1,571.0
 Net scheme surplus/(deficit)                                         6.9        (45.3)

 Non-current assets - retirement benefit assets                       64.6       72.4
 Non-current liabilities - retirement benefit obligations             (57.7)     (117.7)
 Net scheme surplus/(deficit)                                         6.9        (45.3)

 Net scheme surplus/(deficit) included in consolidated balance sheet  6.9        (45.3)
 Deferred tax included in consolidated balance sheet                  (1.7)      11.3
 Net scheme surplus/(deficit) after deferred tax                      5.2        (34.0)

 

 Movement in net scheme surplus/(deficit)        2025    2024

                                                 £m      £m

 Opening net scheme deficit                      (45.3)  (102.8)
 Contributions                                   59.1    59.2
 Consolidated income statement                   (8.4)   (13.1)
 Consolidated statement of comprehensive income  1.5     11.4
 Closing net scheme surplus/(deficit)            6.9     (45.3)

 

 Changes in the present value of scheme liabilities         2025       2024

                                                            £m         £m

 Opening present value of scheme liabilities                (1,616.3)  (1,835.6)
 Past service costs                                         (2.2)      (5.0)
 Interest cost                                              (85.6)     (81.6)
 Actuarial (loss)/gain - experience                         (7.9)      6.5
 Actuarial (loss)/gain - change to demographic assumptions  (4.6)      23.9
 Actuarial gain - change to financial assumptions           17.2       149.4
 Benefits paid                                              113.2      109.4
 Bulk transfer due to buy-out                               -          16.7
 Closing present value of scheme liabilities                (1,586.2)  (1,616.3)

 

 Impact of IFRIC 14              2025  2024

                                 £m    £m

 Opening impact of IFRIC 14      -     (0.2)
 Decrease in impact of IFRIC 14  -     0.2
 Closing impact of IFRIC 14      -     -

 

 Changes in the fair value of scheme assets       2025     2024

                                                  £m       £m

 Opening fair value of scheme assets              1,571.0  1,733.0
 Interest income                                  84.8     78.2
 Actual return on assets less than discount rate  (3.2)    (168.6)
 Contributions by employer                        59.1     59.2
 Benefits paid                                    (113.2)  (109.4)
 Administrative expenses                          (5.4)    (4.7)
 Bulk transfer due to buy-out                     -        (16.7)
 Closing fair value of scheme assets              1,593.1  1,571.0

 

 Fair value of scheme assets             2025     2024

                                         £m       £m

 UK equities                             4.3      3.3
 Other overseas equities                 37.2     34.0
 Property                                27.1     27.2
 Corporate bonds                         192.1    250.0
 Fixed interest gilts                    5.8      1.5
 Index-linked gilts                      0.5      -
 Liability-driven investment             897.3    779.9
 Cash and other                          63.1     99.3
 Invested and cash assets at fair value  1,227.4  1,195.2
 Value of insurance contracts            365.7    375.8
 Fair value of scheme assets             1,593.1  1,571.0

The assets of the schemes are primarily held in pooled investment vehicles
which are unquoted. The pooled investment vehicles hold both quoted and
unquoted investments. Scheme assets include neither direct investments in the
Company's ordinary shares nor any property assets occupied nor other assets
used by the Group.

When setting the investment strategy, the Trustees of the defined benefit
pension schemes consider a wide range of asset classes for investment, taking
account the expected returns and key individual risks associated with those
asset classes as well as how these risks can be mitigated where appropriate.

The assets of the individual schemes are held across matching and growth
portfolios. Details regarding each scheme's approach to the allocation of the
assets between these portfolios can be found on our website under pension
scheme disclosure notices,
https://www.reachplc.com/pension-scheme-disclosure-notices, included in the
Statement of Investment Principles (SIP).

The purpose of the assets in the matching portfolios is to generate cash flows
to match the expected cash outflows arising from the pension obligations. The
asset classes in the matching portfolios include, but are not limited to,
asset-backed securities, short-duration buy and maintain credit, synthetic
credit, bonds, gilts, swaps, liability-driven investment (LDI) and cash
funds.

The purpose of the assets in the growth portfolios is to generate consistent,
absolute returns while managing downside risks and reducing the chance of
large losses in stress situations. The asset classes in the growth portfolios
include, but are not limited to, equities, bonds, diversified growth,
multi-asset credit, emerging markets, inflation swaps, property,
infrastructure and private credit funds.

The MGN Scheme and the MIN Scheme also hold bulk annuity contracts to match
the benefits payable to a portion of the scheme's pensioners. The Trinity
Scheme and the WF Scheme hold bulk annuity contracts matching all the benefits
payable to the scheme's members.

16.          Net debt

The net debt for the Group is as follows:

                                        1 January 2025   Cash               IFRS 16 lease liabilities movement

                                        £m               flow

                                                         £m
                                                                                                New leases          31 December 2025

                                        Loan                     Interest                       £m                  £m

                                        drawdown                 £m

                                        £m
 Liabilities from financing activities
 Borrowings                             (35.0)           -       (9.5)      -                   -                   (44.5)
 Lease liabilities                      (27.3)           6.6     -          (1.1)               (0.4)               (22.2)
                                        (62.3)           6.6     (9.5)      (1.1)               (0.4)               (66.7)
 Current assets
 Cash and cash equivalents              20.8             (20.7)  9.5        -                                       9.6
 Net debt less lease liabilities        (41.5)                                                                      (57.1)
 Net debt                               (14.2)           (20.7)  -          -                   -                   (34.9)

Cash and cash equivalents comprise cash held by the Group and short-term bank
deposits with an original maturity of one week or less. The carrying amount of
these assets approximates their fair value. The cash and cash equivalents
disclosed above and in the statement of cash flows include £3.5m (2024:
£2.4m) of restricted cash relating to potential pension contributions to the
EN88 Scheme if the funding is deemed required (note 15). This is not available
for general use within the Group. In addition, whilst not classified as cash
and cash equivalents, this is also true for £6.5m (2024: £1.9m) held in
escrow in relation to the Trinity Scheme (note 15), which is recognised within
Other financial assets on the Consolidated Balance Sheet.

The Group has a revolving credit facility of £145.0m which was extended for a
further year in 2025 and now expires on 12 December 2029. The Group had
drawings of 44.5m, at the reporting date. The facility is subject to two
covenants: Interest Cover and Net Debt to EBITDA, both of which were met at
the reporting date.

17.          Assets classified as held for sale

 

                                          2025   2024

                                          £m     £m

 Opening balance                          2.6    11.0
 Classified as held for sale in the year  -      0.7
 Disposals                                (2.6)  (9.1)
 Closing balance                          -      2.6

The two properties classified as held for sale at 31 December 2024 have been
sold in the year. At 31 December 2025, no properties were recognised as assets
classified as held for sale.

18.          Provisions

                               Share-based payments                             Historical

£m

                                                     Property   Restructuring   legal issues   Other   Total

                                                     £m         £m              £m             £m      £m

 At 1 January 2025             (0.7)                 (18.4)     (4.2)           (9.1)          (2.9)   (35.3)
 Charged to income statement   (0.4)                 (2.6)      (22.9)          -              (0.8)   (26.7)
 Released to income statement  0.6                   -          -               -              0.3     0.9
 Utilisation of provision      -                     1.9        23.2            4.4            0.6     30.1
 At 31 December 2025           (0.5)                 (19.1)     (3.9)           (4.7)          (2.8)   (31.0)

The provisions have been analysed between current and non-current as follows:

              2025    2024

              £m      £m

 Current      (14.5)  (13.8)
 Non-current  (16.5)  (21.5)
              (31.0)  (35.3)

The share-based payments provision relates to National Insurance obligations
attached to the future crystallisation of awards. This provision will be
utilised over the next three years.

The property provision relates to property-related onerous contracts and
onerous committed costs related to vacant properties. The provision will be
utilised over the remaining term of the leases or expected period of vacancy.

The restructuring provision relates to restructuring charges incurred in the
delivery of cost reduction measures. The net charge of £22.9m principally
relates to in-year cost management actions taken in the period (note 5). The
restructuring provision is expected to be utilised within the next year.

The historical legal issues provision relates to the cost associated with
resolving civil claims in relation to historical phone hacking and unlawful
information gathering. The provision consists of known claims and costs. The
key uncertainties in relation to this matter relate to how each claim
progresses, the amount of any settlement and the associated legal costs. Our
assumptions have been based on historical trends, our experience and the
expected evolution of claims and costs. The known and common costs provision
is calculated using the most likely outcome method.

At the period end, a provision of £4.7m remains outstanding and this
represents the current best estimate of the amount required to resolve this
historical matter. The provision is expected to be utilised within the next
year (2024: two years).

Our view on the range of outcomes at the reporting date for the provision,
applying more and less favourable outcomes to all aspects of the provision, is
£2m to £8m (2024: £4m to £16m). Despite making a best estimate, the timing
of utilisation and ongoing legal matters related to provided for claims could
mean that the final outcome is outside of the range of outcomes.

The other provision balance of £2.8m at the period end relates to libel and
other matters, £1.3m of which is expected to be utilised over the next year.

19           Share capital and reserves

The share capital comprises 322,085,269 (2024: 322,085,269) allotted, called
up and fully paid ordinary shares of 10p each.

The merger reserve comprises the premium on the shares allotted in relation to
the acquisition of Express & Star. The capital redemption reserve
represents the nominal value of the shares purchased and subsequently
cancelled under share buy-back programmes.

The Company holds 3,748,968 shares as Treasury shares (2024: 3,927,313
shares). In 2025, 178,345 shares were withdrawn from Treasury to satisfy the
vesting of buy-out awards granted in 2023.

Cumulative goodwill written off to retained earnings and other reserves in
respect of continuing businesses acquired prior to 1998 is £25.9m (2024:
£25.9m). On transition to IFRS, the revalued amounts of freehold properties
were deemed to be the cost of the asset and the revaluation reserve has been
transferred to retained earnings and other reserves.

Shares purchased by the Trinity Mirror Employees' Benefit Trust are included
in retained earnings and other reserves at £2.8m (2024: £2.6m). During the
year, the Trust purchased 866,929 shares (2024: 590,205 shares) for a cash
consideration of £0.6m (2024: £0.6m). The Trust received a payment of £0.6m
from the Company to purchase these shares. During the year, 560,061 shares
were released relating to grants made in prior years (2024: 1,716,112).

During the year, awards relating to 1,452,408 shares were granted to executive
directors on a discretionary basis under the Long Term Incentive Plan (2024:
2,112,984). The exercise price of each award is £1 for each block of awards
granted. The awards vest after three years, subject to the continued
employment of the participant and satisfaction of certain performance
conditions and are required to be held for a further two years. During 2023,
awards relating to 394,666 shares were granted to an executive director under
the Long Term Incentive Plan representing a buy-out of awards that were
forfeited on joining the Group. The awards vest in line with the original
vesting dates of the forfeited awards, subject to the continued employment up
to the relevant vesting dates. 158,176  of these shares had a vesting date in
2025 (2024: 61,164 shares).

During the year, awards relating to 3,453,270 shares were granted to senior
managers on a discretionary basis under the Long Term Incentive Plan (2024:
3,948,180). The exercise price of each award is £1 for each block of awards
granted. The awards vest after three years, subject to the continued
employment of the participant and satisfaction of certain performance
conditions.

In 2024, awards relating to 2,400,238 shares were granted to employees on a
discretionary basis under the Save As You Earn Plan. The exercise price of
each award is 89.0 pence. The awards vest after three years, subject to the
continued employment of the participant. The estimated fair value of the
options was £671,587.

During the year, awards relating to 728,512 shares were granted to executive
directors under the Restricted Share Plan (2024: no shares).

20.          Reconciliation of statutory to adjusted results

   Year ended 31 December 2025

                                                  Operating  Pension

                                                  adjusted   finance

                                      Statutory   items      charge    Adjusted

                                      results     (a)        (b)       results

                                      £m          £m         £m        £m

 Revenue                              518.4       -          -         518.4
 Operating (loss)/ profit             (160.1)     264.8      -         104.7
 (Loss)/profit before tax             (165.9)     264.8      0.8       99.7
 (Loss)/profit after tax              (132.3)     216.2      0.8       84.7
 Basic (loss)/earnings per share (p)  (41.9)      68.4       0.3       26.8

   Year ended 31 December 2024

                                           Operating  Pension

                                           adjusted   finance   Adjusted interest

                               Statutory   items      charge    (c)                 Adjusted

                               results     (a)        (b)       £m                  results

                               £m          £m         £m                            £m

 Revenue                       538.6       -          -         -                   538.6
 Operating profit              74.2        28.1       -         -                   102.3
 Profit before tax             62.8        28.1       3.4       2.9                 97.2
 Profit after tax              53.6        21.4       2.5       2.2                 79.7
 Basic earnings per share (p)  17.0        6.8        0.8       0.7                 25.3

 

(a)   Operating adjusted items relate to the items charged or credited to
operating profit as set out in note 5.

(b)   Pension finance charge relates to the defined benefit pension schemes
as set out in note 15.

(c)    Adjusted interest relates to other interest costs as set out in note
8.

 

Set out in note 2 is the rationale for the alternative performance measures
adopted by the Group. The reconciliations in this note highlight the impact on
the respective components of the income statement.

Items are adjusted on the basis that they distort the underlying performance
of the business where they relate to material items that can recur (including
impairment, restructuring, tax rate changes and profit or loss on the sale of
freehold buildings) or relate to historical liabilities (including historical
legal and contractual issues, defined benefit pension schemes which are all
closed to future accrual). Other items may be included in adjusted items if
they are not expected to recur in future years, such as property
rationalisation and items such as transaction and restructuring costs incurred
on acquisitions or the profit or loss on the sale of subsidiaries or
associates.

Impairments to non-current assets arise following impairment reviews or where
a decision is made to close or retire printing assets. These non-cash items
are included in adjusted items on the basis that they are material and vary
considerably each year, distorting the underlying performance of the business.

The opening deferred tax position is recalculated in the period in which a
change in the standard rate of corporation tax has been enacted or
substantively enacted by parliament. The impacts of the change in rates are
included in adjusted items on the basis that when they occur they are
material, distorting the underlying performance of the business.

Provision for historical legal issues relates to the cost associated with
dealing with and resolving civil claims for historical phone hacking and
unlawful information gathering. This is included in adjusted items as the
amounts are material, it relates to historical matters and movements in the
provision can vary year to year.

The Group's defined benefit pension schemes are all closed to new members and
to future accrual and are therefore not related to the current business. The
pension administration expenses and the pension finance charge are included in
adjusted items as the amounts are significant and they relate to the
historical pension commitment.

Also included in adjusted items in 2025 are vacant freehold property-related
costs (£0.3m), onerous lease and related costs (£1.8m), the Group's net
legal fees in respect of historical legal issues (£1.6m), adviser costs in
relation to the defined benefit pension schemes (£4.8m), internal pension
administrative expenses (£0.5m), corporate simplification costs (£0.6m),
other restructuring-related project costs (£1.8m), less a reduction in
National insurance costs relating to share awards (£0.6m) and profit on sale
of assets (£1.4m). These are included in adjusted items as they relate to
historical liabilities or are one-off items not expected to recur.

Also included in adjusted items in 2024 are vacant freehold property-related
costs (£1.5m), onerous lease and related costs (£2.8m), impairment of vacant
freehold property (£0.1m), the Group's legal fees in respect of historical
legal issues (£1.0m), adviser costs in relation to the defined benefit
pension schemes (£6.1m), internal pension administrative expenses (£0.5m),
corporate simplification costs (£0.5m), and other restructuring-related
project costs (£2.1m) less the profit on sale of assets (£5.5m). These were
included in adjusted items as they related to historical liabilities or are
one-off items not expected to recur.

21.          Adjusted cash flow

                                                                  2025    2024

                                                                  £m      £m

 Adjusted operating profit                                        104.7   102.3
 Depreciation and amortisation                                    19.7    19.6
 Adjusted EBITDA                                                  124.4   121.9
 Working capital movements                                        0.1     4.4
 Net capital expenditure                                          (13.6)  (11.8)
 Net interest paid on leases                                      (1.1)   (1.3)
 Repayment of obligation under leases                             (5.5)   (6.0)
 Other                                                            1.9     2.9
 Associates                                                       (2.7)   (2.8)
 Adjusted operating cash flow                                     103.5   107.3
 Interest and charges payments and receipts                       (4.6)   (3.7)
 Income tax paid                                                  (2.4)   (2.4)
 Restructuring payments                                           (23.2)  (16.5)
 Historical legal issues payments                                 (4.4)   (9.1)
 Dividends paid                                                   (23.2)  (23.2)
 Purchase of own shares                                           (0.6)   (0.6)
 Pension funding payments                                         (59.1)  (59.2)
 Pension payments into escrow                                     (4.5)   (1.9)
 Dividends received from associated undertakings                  1.9     1.9
 Legal fee payments in respect of historical legal issues         (0.7)   (0.8)
 Adviser cost payments in relation to defined benefit schemes     (6.4)   (3.4)
 Proceeds from disposal of property                               4.0     14.6
 Tax receipts of residual overpayments previously held with HMRC  4.8     -
 Other adjusted items payments                                    (5.8)   (7.1)
 Net cash flow                                                    (20.7)  (4.1)
 Bank facility drawdown                                           9.5     5.0
 Net (decrease)/increase in cash and cash equivalents             (11.2)  0.9

 

22.          Reconciliation of statutory to adjusted cash flow

 Year ended 31 December 2025                                  Statutory  (a)     (b)     Adjusted

                                                              2025       £m      £m      2025

                                                              £m                         £m

 Cash flows from operating activities
 Cash generated from operations                               83.2       (20.2)  40.5    103.5     Adjusted operating cash flow
 Pension deficit funding payments                             (59.1)     -       -       (59.1)    Pension funding payments
 Pension payments into escrow                                 (4.5)      -       -       (4.5)     Pension payments into escrow
                                                              -          -       (23.2)  (23.2)    Restructuring payments
                                                              -          -       (4.4)   (4.4)     Historical legal issues payments
                                                              -          -       (0.7)   (0.7)     Legal fee payments in respect of historical legal issues
                                                              -          -       (6.4)   (6.4)     Adviser cost payments in relation to defined benefit schemes
                                                              -          -       4.8     4.8       Tax receipts of residual overpayment previously held with HMRC
                                                              -          -       (5.8)   (5.8)     Other adjusted items payments
 Income tax received/(paid)                                   2.4        -       (4.8)   (2.4)     Income tax received/(paid)
 Net cash inflow from operating activities                    22.0
 Investing activities
 Interest received                                            0.1        -       -       0.1       Interest and charges payments and receipts
 Dividends received from associated undertakings              1.9        -       -       1.9       Dividends received from associated undertakings
 Proceeds on disposal of property, plant and equipment        4.0        -       -       4.0       Proceeds from disposal of property
 Purchases of property, plant and equipment                   (2.6)      2.6     -       -         Net capital expenditure
 Expenditure on capitalised internally generated development  (11.0)     11.0    -       -         Net capital expenditure
 Net cash used in investing activities                        (7.6)
 Financing activities
 Interest and charges paid on borrowings                      (4.7)      -       -       (4.7)     Interest and charges payments and receipts
 Dividends paid                                               (23.2)     -       -       (23.2)    Dividends paid
 Interest paid on leases                                      (1.1)      1.1     -       -         Net interest paid on leases
 Repayment of obligations under leases                        (5.5)      5.5     -       -         Repayment of obligation under leases
 Purchase of own shares                                       (0.6)      -       -       (0.6)     Purchase of own shares
 Drawdown of borrowings                                       9.5        -       -       9.5       Bank facility drawdown
 Net cash used in financing activities                        (25.6)
 Net decrease in cash and cash equivalents                    (11.2)     -       -       (11.2)

(a)   Items included in the statutory cash flow on separate lines which for
the adjusted cash flow are included in adjusted operating cash flow.

(b)   Payments in respect of adjusted items are shown separately in the
adjusted cash flow.

 

 Year ended 31 December 2024                                  Statutory  (a)     (b)     Adjusted

                                                              2024       £m      £m      2024

                                                              £m                         £m

 Cash flows from operating activities
 Cash generated from operations                               89.5       (19.1)  36.9    107.3     Adjusted operating cash flow
 Pension deficit funding payments                             (59.2)     -       -       (59.2)    Pension funding payments
 Pension payments into escrow                                 (1.9)      -       -       (1.9)     Pension payments into escrow
                                                              -          -       (16.5)  (16.5)    Restructuring payments
                                                              -          -       (9.1)   (9.1)     Historical legal issues payments
                                                              -          -       (0.8)   (0.8)     Legal fee payments in respect of historical legal issues
                                                              -          -       (3.4)   (3.4)     Adviser cost payments in relation to defined benefit schemes
                                                              -          -       (7.1)   (7.1)     Other adjusted items payments
 Income tax paid                                              (2.4)      -       -       (2.4)     Income tax paid
 Net cash inflow from operating activities                    26.0
 Investing activities
 Interest received                                            0.2        -       -       0.2       Interest and charges payments and receipts
 Dividends received from associated undertakings              1.9        -       -       1.9       Dividends received from associated undertakings
 Proceeds on disposal of property, plant and equipment        14.6       -       -       14.6      Proceeds from disposal of property
 Purchases of property, plant and equipment                   (1.3)      1.3     -       -         Net capital expenditure
 Expenditure on capitalised internally generated development  (10.5)     10.5    -       -         Net capital expenditure
 Net cash generated from  investing activities                4.9
 Financing activities
 Interest and charges paid on borrowings                      (3.9)      -       -       (3.9)     Interest and charges payments and receipts
 Dividends paid                                               (23.2)     -       -       (23.2)    Dividends paid
 Interest paid on leases                                      (1.3)      1.3     -       -         Net interest paid on leases
 Repayment of obligations under leases                        (6.0)      6.0     -       -         Repayment of obligation under leases
 Purchase of own shares                                       (0.6)      -       -       (0.6)     Purchase of own shares
 Drawdown of borrowings                                       5.0        -       -       5.0       Bank facility drawdown
 Net cash used in financing activities                        (30.0)
 Net increase in cash and cash equivalents                    0.9        -       -       0.9

(a)   Items included in the statutory cash flow on separate lines which for
the adjusted cash flow are included in adjusted operating cash flow.

(b)   Payments in respect of adjusted items are shown separately in the
adjusted cash flow.

 

23.          Events after the reporting period

On 10 February 2026, the Group announced plans to close two print sites,
moving the work they currently serve to the remaining print site and
outsourcing any remaining printing requirements during 2026.

 

The cost of change associated with these closures are estimated to be c.£25m.
We will be able to provide more detail at the FY26 reporting dates when  the
overall financial impact is more precise.

 

Principal Risks and Uncertainties

 

Monitoring and managing our principal and emerging risks is key to how the
Board assesses the overall risk landscape and makes strategic decisions.

 

Over the past 12 months, the principal risk profile has remained broadly
stable, though with underlying shifts, in digital audience and cyber risk with
the inherent risk increasing in both. The risk related to a fall in digital
audience increased, reflecting the impact of core platform changes and
competition for user attention, requiring continuous adjustment to digital
strategy. The inherent threat posed by a cyber attack also intensified due to
the growing volume and sophistication of attacks, notably through AI-enabled
phishing and double-extortion ransomware techniques. Importantly, continuous
investment in mitigation and making cyber-resilience a Board-level priority
have ensured the net risk exposure remains broadly stable across the
portfolio, despite the rising inherent threats. The risk concerning the
macroeconomic environment was stable, benefiting from the moderation of
inflation and a downward trend in interest rates.

 

Our principal risks and progress against them are set out below.

 Risk and description                                                             How we mitigate the risk                                                         Change in year
 Strategic
 1. Macroeconomic environment                                                     • Bi-annual Board strategy day to review strategy and financial targets          Change in year: Stable

                                                                                  • Annual budget set, approved by Board. Regular re-forecast throughout the       The UK has seen ongoing effort to combat above target inflation amidst

                                                                                year                                                                             generally subdued economic growth. The Bank of England has maintained a
 Risk owner: Executive Committee
                                                                                restrictive monetary policy and GDP growth has been modest, with weakness in

                                                                                • Monthly Executive Committee meeting to review results and other factors        consumer spending and a loosening, but still tight, labour market contributing
 Appetite: Flexible                                                               affecting performance and delivery of strategy                                   to this moderation. The outlook is cautiously optimistic, with inflation

                                                                                expected to fall further towards the 2% target over the medium term, allowing
                                                                                  • The Board receives CEO and CFO reports that cover the performance of the       for further gradual interest rate cuts.

                                                                                business, external environment and macroeconomic pressures
 Deterioration in macroeconomic conditions, including high interest rates and

 inflation, could result in:                                                      • Regular Board meetings to review performance of the business against

                                                                                budgets and forecasts throughout the year
 • reduced customer and advertiser spending in both digital and print
 advertising;

 • lower revenue, cash flow and profits;

 • rising salary, printing and other costs from inflationary pressures; and

 • increased debt interest costs.
 2. Fall in digital audience                                                      • Bi-annual Board strategy day to review strategy and financial targets          Change in year: Increasing

                                                                                  • Monthly Executive Committee meeting to review results and other factors        Page views (our key measure of digital audience) were strong in the first half

                                                                                affecting performance and delivery of strategy                                   of the year, however, following a widely publicised Google core update, there
 Risk owner: Chief Digital Publisher
                                                                                was a significant fall in daily page views, which affected a number of news

                                                                                • Strategic focus on diversifying our revenues, including:                       publishers. The focus during the second half of the year was to increase
 Appetite: Flexible
                                                                                audience levels through a focus on video content, improving user experience

                                                                                • Developing and rolling out digital subscriptions                               and a new subscription service to access ad-lite content.

                                                                                • Driving continued growth in affiliates and ecommerce
 Digital audience falls significantly and for an extended period. This could be

 caused by changes in major platforms' support and referrals to our content,      • Increasing commercialisation of video content
 changes to search and disruption from AI, competition in the market, lower
 demand for our brands or issues with user experience. Could result in:

 • lower digital advertising revenue; and

 • direct impact on operating profits if costs cannot be reduced.
 3. Inability to recruit and retain talent                                        • We continually monitor and review key people metrics and trend analysis,       Change in year: Stable

                                                                                including:

                                                                                The first half of the year saw this risk drop as employee turnover was low and

                                                                                   • Employee churn;                                                             our employee base remained relatively stable. In the second half of the year,
 Risk owner: Group Human Resources Director
                                                                                we restructured a number of teams across the business and this resulted in an

                                                                                   • Pay and benefits;                                                           inevitable but small increase in this risk as colleagues moved roles or left
 Appetite: Flexible
                                                                                the business.

                                                                                   • Succession plans for key senior roles;

                                                                                   • Digital capabilities of our workforce;
 The inability to recruit and retain talent with appropriate skills, knowledge

 and experience would compromise our ability to deliver our strategy. This may       • The recruitment channels and opportunities to expand our talent pool;
 be caused by:                                                                    and

 • lack of understanding of people/skills required by the business;                  • Diversity and inclusion.

 • employment market trends e.g. wages;                                           • Regular reporting to the Board on key people metrics and trends

 • reward insufficient to retain and attract the best;

 • reliance on key individuals;

 • lack of employee movement or progression; and

 • capacity for change/volume of change.
 Operational
 4. Acceleration of print circulation decline                                     • Bi-annual Board strategy day to review strategy and financial targets          Change in year: Stable

                                                                                  • Monthly Executive Committee meeting to review results and other factors        Circulation decline has continued at a stable pace and in line with our

                                                                                affecting performance and delivery of strategy                                   expectations throughout 2025.
 Risk owner: Chief Operating Officer

                                                                                • Long-term planning for manufacturing and distribution decline                  The Executive Committee and Board review regularly and monitor trends
 Appetite: Flexible
                                                                                especially following cover price increases.

                                                                                • Cover price increases used to offset fall in circulation revenue

 An acceleration of the decline in demand for printed newspapers at the
 national and local level due to industry-wide changing consumer habits. This
 could result in:

 • lower circulation revenue;

 • reduced advertiser spending on print advertising;

 • print site costs per copy increase, due to fixed costs

 • distribution through wholesalers becoming

 less economic at lower volumes; and

 • revenue falling at a higher rate than costs, impacting profits.
 5. Cyber attack                                                                  • Policies and standards for managing cyber risk are implemented and             Change in year: Stable

                                                                                periodically reviewed to ensure they continue to meet Reach's business needs

                                                                                Cyber risk has continued to increase, driven by the increased volume and

                                                                                • Technology Strategy and Security Committee (TSSC) with a delegation of         sophistication of attacks. The threat from ransomware and 'double extortion'
 Risk owner: Chief Product and Technology Officer                                 authority from the Executive Committee for oversight of cyber risk               attacks has intensified. Furthermore, phishing attacks against journalists are

                                                                                now far more sophisticated, leveraging AI-enabled tools. In response to this,
 Appetite: Cautious                                                               • TSSC ensures implementation of and compliance with relevant cyber security     cyber-resilience is treated as a Board-level priority at Reach and our cyber

                                                                                policies and baseline standards across the Group                                 defences are continuously reviewed and improved, resulting in a broadly stable

                                                                                net risk to the business.

                                                                                • The Audit & Risk Committee receives an annual update from the TSSC on
 An internal or external cyber threat or attack, or a breach within one of our    cyber risk
 suppliers, could lead to:

 • direct impact on our ability to produce and publish content either
 digitally or in print;

 • resultant immediate impact on income and profits;

 • reputational damage and loss of market share;

 • management time required to manage back to BAU; and

 • other core systems being inaccessible.
 6. Supply chain disruption                                                       • Documented supply chain framework allows management to identify and manage     Change in year: Stable

                                                                                risk within the supply chain

                                                                                In line with the increase in cyber activity, we have seen an increase in

                                                                                • An annual review of tier one suppliers is completed by the Executive           suppliers experiencing disruption to their operations. We continue to monitor
 Risk owner: Chief Operating Officer/Chief Financial Officer/Chief Product and    Committee. This includes ongoing operational and financial resilience as well    key suppliers both at the point of onboarding and on an ongoing basis. Despite
 Technology Officer                                                               as compliance of the contract                                                    an increased gross risk, across all our key suppliers, the risk has remained

                                                                                                                                                                 stable at the net level.
 Appetite: Cautious

 Our print and digital products rely on a small number of key suppliers and
 could be adversely affected by changes to supplier dynamics. A major failure,
 breach or prolonged performance issues at a key supplier could result in:

 • business interruption or disruption;

 • damage to reputation;

 • loss of revenue;

 • increased costs; and

 • reduced service and product quality.
 7. Health and safety incident                                                    • Group H&S Policy in place and signed by the CEO sets out roles and             Change in year: Stable

                                                                                responsibilities and is reviewed annually

                                                                                Health and safety risk has remained stable with incidents across our office

                                                                                • Group H&S Committee, chaired by the COO, meets quarterly to review             and print sites remaining consistently low. However, within editorial, online
 Risk owner: Chief Operating Officer                                              risks, incidents and compliance with Group policy                                abuse continues to grow in frequency and ferocity. Our established procedures

                                                                                to protect colleagues working in high-risk environments, including online,
 Appetite: Minimalist                                                             • An H&S manual for each site/office which is reviewed annually or every         have once again helped to ensure that the net risk remained stable.

                                                                                three years depending on document type

                                                                                • A Group-wide fire safety policy is in place which is reviewed annually
 Reach operates manufacturing sites and sends journalists to high-risk

 locations. This results in the inherent risk of injury or death to colleagues,   • Equipment manuals are provided by the manufacturer and held on site
 freelance journalists, contractors or other visitors to our sites. Online

 abuse of journalists, including harassment, threats and attempts to undermine    • Online Safety Editor monitors and manages online threats and abuse
 their credibility can create a challenging and sometimes hostile environment
 for them to perform their duties effectively.
 8. Published content and/or editorial practices                                  • A comprehensive suite of editorial policies and procedures are used to         Change in year: Stable

                                                                                provide journalists with guidance on conduct or material being considered for

                                                                                  publication which may carry an editorial risk                                    While occasional complaints and corrections are unavoidable given the number

                                                                                of titles and volume of content published, the number of incidents in 2025 has
 Risk owner: Group General Counsel/Chief Digital Publisher                        • Editorial structures provide clear accountability for compliance with all      been consistent with prior years and is deemed acceptable.

                                                                                laws and regulations
 Appetite: Cautious

                                                                                • All editorial staff have to undertake mandatory compliance training on how
                                                                                  to create content that complies with editorial guidelines

 We publish significant volumes of content every day across our national and
 local titles. Breaches of regulations or editorial guidelines, editorial
 errors, or issues with the tone of our content could damage our reputation,
 cause us to lose readership, or put us at risk of legal or regulatory
 proceedings.
 Financial
 9. Shortage of cash/debt funding                                                 • Quarterly Treasury Committee meeting, chaired by the CFO, to review the        Change in year: Stable

                                                                                Group's liquidity, cash flows and working capital position

                                                                                The Company maintains a robust long-term funding structure, supported by a

                                                                                • Regular forecasting and monitoring of cash flow, including daily updates       £145m Revolving Credit Facility (RCF). Following the successful exercise of a
 Risk owner: Chief Financial Officer                                              to cash flow forecasts                                                           one-year extension option in December 2025, the facility's maturity now

                                                                                extends to December 2029.
 Appetite: Cautious                                                               • On an annual basis, the Financial Planning and Analysis team produces a

                                                                                five-year forecast                                                               With free cash flow meeting expectations, our risk outlook remained stable

                                                                                throughout the year. This has allowed the business to continue to make

                                                                                • Committed loan facilities to December 2029                                     significant payments to our pension schemes and to settle the remaining
 Lack of funding or available cash to meet business needs. This may be caused
                                                                                liabilities for historical legal issues.
 by business performance below forecast, unexpected increases in interest costs   • Regular discussions with pension scheme trustees to review ways of
 or increased liabilities, in particular due to defined benefit pension           de-risking our pension liabilities
 schemes.
 Regulatory
 10. Data protection failure                                                      • Policies and standards for managing data                                       Change in year: Stable

                                                                                  protection risk are implemented and periodically reviewed to ensure they

                                                                                continue to meet Reach's business needs.

 Risk owner: Group General Counsel/Data Protection Officer
                                                                                The pace of change in the privacy landscape and organisational activities

                                                                                • There is a clear governance structure in place that includes:                  means data protection risk remains high, although we are confident we have
 Appetite: Minimalist
                                                                                the  appropriate foundations and expertise in place to continue to

                                                                                • The Board's accountability for the oversight of data protection risk and       effectively anticipate and address these challenges.
                                                                                  setting Reach's risk appetite

 A contravention of data protection regulations                                   • Delegation of responsibility from the Board for oversight of data

                                                                                protection risk to the General Counsel and Data Protection Officer
 applicable to Reach, such as the UK or EU General Data Protection Regulations

 (GDPR), Privacy and Electronic Communications Regulations 2003 (PECR), various   • Roles and responsibilities for the development and implementation of data
 state and federal legislation in the US and Canada (e.g. the updated             protection policies
 California Consumer Privacy Act (CCPA) Amended), could lead to monetary

 penalties, reputational damage and a loss of customer trust.                     • Data protection champions across the business

 

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.   END  FR LLLLBQXLBBBQ



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