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for the Year Ended 31 December 2024
Reuters News & Media Limited
Contents
Page(s)
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Strategic Report |
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Directors' Report |
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Independent Auditors' Report to the members of Reuters News & Media Limited |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Reuters News & Media Limited
Strategic Report for the Year Ended 31 December 2024
The Directors present their Strategic Report for the year ended 31 December 2024.
Definitions
As used in this annual report, “the Group” and “Thomson Reuters” refer to the Thomson Reuters Corporation and its subsidiary undertakings, including joint ventures and associates. “The Company” refers to Reuters News & Media Limited.
Review of the business
The principal activity of the Company is to supply business, financial and global news and data to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via London Stock Exchange Group products.
The profit for the financial year amounted to £1,881,000 (2023 As restated: profit of £8,376,000).
The Company's turnover has increased by 6% to £236,570,000 from £223,969,000 (As restated) and operating expenses has increased by 7% to £228,441,000 from £213,312,000 in the prior year respectively.
The net assets of the company as at 31 December 2024 is £190,207,000 (2023 As restated: £171,507,000).
An impairment review was carried out in the year for those investments that were considered to have a potential trigger. The Directors have assessed the recoverable amount of these investments, having taken into consideration a range of assumptions and this has resulted in no impairment (2023: £nil).
On 1 February 2024, the Company acquired trade and assets from Imagen Limited, a fellow group undertaking, for a consideration of US$14,000,000 (£11,053,000).
On 1 May 2024, the Company acquired trade and assets from World Business Media Limited, a fellow group undertaking, for a consideration of US$29,200,000 (£24,335,000).
On 1 July 2024, the Company sold the Brand rights of World Business Media Limited to fellow group undertakings, for a consideration of US$3,020,000 (£2,387,000)
On 1 August 2024, the Company acquired trade and assets from Screenocean Limited, a fellow group undertaking, for a consideration of US$5,746,000 (£4,479,000).
Principal risks and uncertainties
The risks and uncertainties of the Thomson Reuters group is managed at a group level, rather than at an individual statutory legal entity level. For this reason, the Directors believe that a discussion of the Company's risks would not be appropriate for the understanding of the development, performance or position of the Company's business. The principal risks and uncertainties of the Group, which include those of the Company, are discussed in the Group's 2024 annual report which does not form part of this report.
Reuters News & Media Limited
Strategic Report for the Year Ended 31 December 2024 (continued)
Section 172(1) statement
The Companies (Miscellaneous Reporting) Regulations 2018 (‘2018 MRR’) require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (a) to (f) of the Companies Act 2006 (‘S172’) when performing their duty to promote the success of the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the Company.
The functioning and decision making of the business units within the Company (mainly News and media) is done at the Thomson Reuters group level by various leadership departments (Sales, Marketing, Finance, Human Resources etc) which is further cascaded to the local reporting subsidiary in the UK. However, the decisions have been taken after consideration of the local environment and regulations prevalent in the UK. The Group have taken all the measures to ensure that steps have been taken to promote the Company’s success for the benefit of its member.
The information regarding steps taken for the interests of the Company’s employees given in the section “Employee involvement” outlined in the Directors’ report.
Delivering the Company’s strategy requires strong mutually beneficial relationships with suppliers and customers. We continue to collaborate with sales and marketing teams to enable a deeper connection with our customers through our diversity and inclusion thought leadership and best practices. We promote supplier diversity in all our source to pay process, incorporating our Supply Chain Code of Ethics within our supplier onboarding process and Master Contracts, and encourage our Sourcing teams to promote diverse suppliers to participate in all our competitive bid processes for supplier selection and contract awarding.
The impact of the Company’s operations on the community and the environment is clearly outlined in the Thomson Reuters Corporation 2024 Annual Report under heading - ‘Environment, Social and Governance’.
The desirability of the Company maintaining a reputation for high standards of business conduct is guided by the Thomson Reuters Trust Principles and underpinned by our Code of Business Conduct and Ethics. We are dedicated to upholding the Thomson Reuters Trust Principles and to preserving our independence, integrity and freedom from bias in the gathering and dissemination of information and news. More information can be found in the Thomson Reuters Corporation 2024 Annual report under ‘Thomson Reuters Trust Principles and Thomson Reuters Founders Share Company'.
After weighing up all relevant factors, we consider which course of action best enables delivery of our strategy through the long-term, taking into consideration the impact on stakeholders. In doing so, we fairly act as between the Company’s members.
While the Company has strong market segment positions and a loyal customer base, it must continue to evolve given the trends of our business. In 2024, we continued to invest aggressively in innovation, both organically and through acquisitions. There were a number of new product launches and enhancements throughout the portfolio. The Group also rolled out AI-enabled tools to automate internal processes. This was bolstered by the acquisitions of World Business Media (The Insurer) and Imagen, which deepened our focus on content-enabled technology.
Key performance indicators
The Group maintained its commitment to achieving sustainable growth and enhancing operational efficiency, in alignment with its strategic goals. Further information on the Group’s key performance indicators is available in the Thomson Reuters Corporation 2024 Annual Report.
Reuters News & Media Limited
Strategic Report for the Year Ended 31 December 2024 (continued)
Financial risk management
The financial risks of the Company and how they are managed by the Directors have been outlined on pages 4 and 5 of the Directors’ Report.
The management of other financial risks is co-ordinated with those undertaken at the Group level by Thomson Reuters Corporation. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's and the Group's financial performance. More details of the Group's risk management programme can be found in the Thomson Reuters Corporation 2024 Annual Report.
Approved by the Board on 16 December 2025 and signed on its behalf by:
.........................................
K. Major
Director
Reuters News & Media Limited
Directors' Report for the Year Ended 31 December 2024
The Directors present their report and the audited financial statements for the year ended 31 December 2024.
Directors of the Company
The Directors of the Company who were in office during the year and up to the date of signing the financial statements were as follows:
Qualifying third-party and pension scheme indemnity provisions
The Directors have qualifying third party indemnity benefit. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors.
Political donations
During the year the Company made £nil (2023: £nil) political donations.
Charitable donations
During the year the Company made £nil (2023: £nil) charitable donations.
Overseas Branches
The Company has the following overseas branches Reuters News & Media Limited - Bangladesh Liaison Office, Reuters News & Media Limited - Bosnia Permanent establishment, Reuters News & Media Limited - Bulgaria Permanent establishment, Reuters News & Media Limited - Egypt Branch, Reuters News & Media Limited - Georgia Representative Office, Reuters News & Media Limited - Indonesia Rep Office, Reuters News & Media Limited - Iraq Bureau, Reuters News & Media Limited - Jordan Branch, Reuters News & Media Limited - Kazakhstan Representative Office, Reuters News & Media Limited - Kenya Branch, Reuters News & Media Limited Lebanon Branch, Reuters News & Media Limited - Nigeria Permanent Establishment, Reuters News & Media Limited - Qatar Branch, Reuters News & Media Limited - Senegal Branch, Reuters News & Media Limited - Serbian News Bureau, Reuters News & Media Limited - Sri Lanka Liaison Office, Reuters News & Media Limited - Taiwan Branch, Reuters News & Media Limited - Tunisia Branch, Reuters News & Media Limited - Ukraine Branch, Reuters News & Media Limited - Shanghai & Beijing Bureau, Reuters News & Media Limited - Vietnam Hanoi Representative Office and Reuters News & Media Limited - Havana Cuba Bureau.
Employee involvement
During the year, the Company, led by the Directors has continued to maintain and develop arrangements aimed at fostering employee involvement and ensuring their views are considered in decisions that may impact their interests. These initiatives are coordinated at the group level and support these efforts by continuous employee communications as well as holding regular meetings between managers and employee representatives. It is the group's policy to implement effective communication channels and discussions, ensuring that employees are well-informed and engaged. Additionally, the group promotes employee involvement in its performance through an employee group share scheme, further aligning their interests with the success of the organisation.
Reuters News & Media Limited
Directors' Report for the Year Ended 31 December 2024 (continued)
Employment of disabled persons
During the year the Company has given full and fair consideration to applications for employment from disabled persons having regard to their particular aptitudes and abilities. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. The Company has made appropriate arrangements for the training, career development and promotion of disabled persons employed by the Company.
Future developments
The Directors do not envisage any changes to the nature of the business in the foreseeable future.
Dividends
During the year, the Company has not paid any dividend to its shareholders (2023:nil)
Financial instruments
Objectives and policies
The Company’s operations expose it to a variety of financial risks. These include the credit risk inherent in its customer base, the liquidity risk associated with recovering customer debt on a timely basis, and the interest rate cash flow risk. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company by monitoring customer debt levels and the related financial risks to the business.
The management of financial risks is undertaken at a Group level. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. More details of the Group’s risk management programme can be found in the Thomson Reuters Corporation's Annual Report 2024.
Given the size of the Company, the Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of Directors are implemented by the Company’s finance department. The department has a policy and procedures manual that sets out specific guidelines to manage credit and liquidity risks. Interest rate cash flow risk is managed by the Company’s ultimate parent company.
Price Risk
The Company is exposed to price risks because of its operations with sales to customers and purchases from suppliers. To manage this risk, the Company enters into a certain number of fixed agreement sales contracts and purchase contracts. These contracts are reviewed by relevant team in the group on a regular basis to ensure the Company is not exposed to excessive price risk. The Company has no exposure to commodity price risk or securities price risk.
Credit Risk
The Company is exposed to concentrations of credit risk. The maximum exposure to credit risk at 31 December 2024 was as follows: Trade debtors net of provision for impairment of receivables £7,632,000, amounts owed by group undertakings £77,513,000 and cash and cash equivalents £3,003,000 (2023: £9,628,000, as restated £83,493,000 and £3,490,000 respectively). The Company attempts to minimize credit exposure to various instruments as follows:
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• |
Cash investments are placed with high-quality financial institutions with limited exposure to any one institution. At 31 December 2024, nearly all cash and cash equivalents were held by institutions that were rated at least A+; and |
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Credit limits minimize exposure to any one customer |
Reuters News & Media Limited
Directors' Report for the Year Ended 31 December 2024 (continued)
Liquidity Risk
The Company’s customer profile is such that late payments and defaults may reduce the funds available for operations and planned expansions. The Company manages this risk by engaging external collection agencies.
Cash flow Risk
The Company’s interest rate risk arises from interest-bearing assets. Short-term investments and amounts owed by group undertakings subject to variable rates expose the Company to cash flow interest rate risk, which is the risk that future cash flows will fluctuate because of changes in market interest rates. To minimise this exposure, the majority of the Company’s amounts owed by group undertakings have been interest free since 30 April 2008.
Currency Risk
The Company’s functional currency is GBP but some portion of its business is conducted in other currencies. Changes in the exchange rates for such currencies into GBP can increase or decrease revenues, operating profit, net earnings and the carrying values of assets and liabilities. Foreign currency movements have been unusually volatile over the last three years and volatility in foreign currencies is expected to continue.
Non-financial information
Environmental report
The Company continue to reduce environmental impact. The commitment to sourcing 100% renewable energy for the operations, achieved largely through the purchase of renewable energy credits, has helped reduce greenhouse gas (GHG) emissions. In tandem with the Company's sustainability endeavors, Reuters IMPACT remained instrumental in advancing collective action against climate change, providing a platform for constructive discussion and debate. Over 3 million people viewed content from the event. Through our ongoing collaboration with The Chancery Lane Project, employees continued to fight climate change by making climate sustainability a part of every commercial agreement.
In 2020, Thomson Reuters joined the Science Based Targets initiative, committing to reduce Scope 1 & 2 greenhouse gas (GHG) emissions by 50% by 2030 from 2018 baseline levels, as well as reducing absolute Scope 3 GHG emissions from fuel and energy-related activities, business travel, and employee commuting by 25% by 2025 from 2019 baseline levels. Additionally, Thomson Reuters aims to require 65% of suppliers by spend to have Science Based Targets by 2025. Since 2020, we have sourced renewable energy for 100% of our operations. We have achieved this largely through the purchase of renewable power by matching our electricity usage with renewable energy credits acquired around the world.
Emissions and energy consumption
The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 implemented the government's policy on Streamlined Energy and Carbon Reporting (SECR). These Regulations require quoted / large unquoted companies that have consumed (in the UK), more than 40,000 kWh of energy in the reporting period to include energy and carbon information within their Directors' (trustees') report, for any period beginning on or after 1st April 2019.
In accordance with these regulations, we have appointed sustainability consultants HDR Consulting Limited (HDR) to complete an independent third-party verification of our energy and emissions data for the period 1 January 2024 - 31 December 2024. This information is presented in the table below:
|
Metric |
Unit |
2024 |
2023 |
|
Energy used (i) |
kWh |
1,690,038 |
1,371,894 |
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Energy per sqft (ii) |
kWh/sqft |
10 |
8 |
|
Natural gas (iii) |
kWh |
4,407 |
486 |
|
Leased heat (iv) |
kWh |
431,760 |
375,952 |
Reuters News & Media Limited
Directors' Report for the Year Ended 31 December 2024 (continued)
|
Metric |
Unit |
2024 |
2023 |
|
Renewable electricity used |
kWh |
1,204,583 |
953,209 |
|
Renewable electricity used |
% |
100 |
100 |
|
Scope 1 |
tCO2e |
2 |
3 |
|
Scope 2 (electric - location based) (ii) |
tCO2e |
663 |
600 |
|
Scope 2 (electric - market based) (iii) |
tCO2e |
- |
- |
|
Scope 2 (leased heat) |
tCO2e |
233 |
232 |
|
Scope 3 (category 6 - business travel) |
tCO2e |
30 |
30 |
|
Total emissions (location based) |
tCO2e |
929 |
86 |
|
Total emissions (market based) |
tCO2e |
265 |
262 |
|
Carbon intensity - location based |
tCO2e/1000 sq ft |
6 |
5 |
|
Carbon intensity - market based |
tCO2e/1000 sq ft |
2 |
1 |
|
(i) |
This includes natural gas, electricity, fuel for transport in rented vehicles and employee vehicles for business use. |
|
(ii) |
Floor areas (ft2) reflect the 7 sites that are used throughout reporting. |
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(iii) |
Mytholmroyd is no longer a property in the 2024 building portfolio, therefore lowers natural gas consumption. The natural gas attributed to the kitchen service charge at 5 Canada Square (5CS) site has been estimated for 2023 by direct comparison method with 2024 due to metering issues on site. |
|
(iv) |
A location-based method reflects the average emissions intensity of grids on which energy consumption occurs (using grid average emissions factor data). |
|
(v) |
A market-based method reflects emissions from electricity that companies have purposefully chosen. |
Methodology
Energy Efficiency and intensity ratios
The GHG inventory was prepared using, the World Resources Institute (WRI)/World Business Council for Sustainable Development (WBCSD) Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard, 2004.
The reporting boundary has been defined using the operational control approach, i.e. reporting emissions for operations which Company's holding Company 'Thomson Reuters Investment Holdings Limited' has control. The emissions sources using this approach are understood to be as follows:
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• |
Scope 1 (Direct) energy and emissions from fuel combustion (diesel/gas/vehicle use) and Fugitive emissions. |
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• |
Scope 2 (indirect) energy and emissions from purchased electricity (locations and market based) and leased heat. |
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Scope 3 (other indirect) energy and emissions from business travel in rental cars or employee-owned vehicles where Thomson Reuters is responsible for purchasing the fuel. |
A verification plan was developed and implemented to provide a limited level of assurance. This involved collecting various forms of evidence to check and corroborate the data to be reported. This included data from a Global Report of energy and emissions for the Thomson Reuters group which has been separately verified by another party.
This verification has been completed in line with standard HDR processes for verification which are based on the principles of BS EN ISO 14064-3:2019 and of those outlined in the UK Government reporting guidance. The objective of the verification plan included various assessment techniques to:
Reuters News & Media Limited
Directors' Report for the Year Ended 31 December 2024 (continued)
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Evaluate the data in line with the above principles, |
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Consider whether it is in line with the requirements of the GHG reporting criteria, |
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Identify the presence of material misstatements. |
Checks on the data and procedures were completed using a risk-based approach for a selection of representative data sources that form a significant percentage of the overall emissions and energy use. A materiality threshold of +/-5% (of overall emissions) was used for this exercise and is deemed appropriate for providing a limited level of assurance.
Energy Efficiency
In 2020, Thomson Reuters joined the Science Based Targets initiative, committing to reduce Scope 1 & 2 greenhouse gas (GHG) emissions by 50% by 2030 from 2018 baseline levels, as well as reducing absolute Scope 3 GHG emissions from fuel and energy-related activities, business travel, and employee commuting by 25% by 2025 from 2019 baseline levels. Additionally, Thomson Reuters aims to require 65% of suppliers by spend to have Science Based Targets by 2025. Since 2021, we have sourced renewable energy for 100% of our operations. We have achieved this largely through the purchase of renewable power by matching our electricity usage with renewable energy credits acquired around the world. In addition to the switch to renewable energy, Thomson Reuters remains carbon neutral through offsetting the remaining portion of its GHG footprint through carbon offsets.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
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select suitable accounting policies and apply them consistently; |
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state whether applicable United Kingdom Accounting Standards, comprising FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; |
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make judgements and accounting estimates that are reasonable and prudent; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Reuters News & Media Limited
Directors' Report for the Year Ended 31 December 2024 (continued)
Directors’ confirmations
In the case of each director in office at the date the directors’ report is approved:
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so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and |
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they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information. |
Approved by the
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Reuters News & Media Limited
Independent Auditor's Report to the Members of Reuters News & Media Limited
Report on the audit of the financial statements
Opinion
In our opinion, Reuters News & Media Limited's financial statements:
• | give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the Balance Sheet as at 31 December 2024; the Profit and Loss Account, the Statement of Comprehensive Income and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Reuters News & Media Limited
Independent Auditor's Report to the Members of Reuters News & Media Limited (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic Report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Reuters News & Media Limited
Independent Auditor's Report to the Members of Reuters News & Media Limited (continued)
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to data security and protection, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and relevant tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manage the Company's financial performance, manipulation of revenue recognition, management bias in accounting estimates within the financial statements. Audit procedures performed by the engagement team included:
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• |
Holding discussions with management, obtaining confirmations from internal legal counsel and reviewing board minutes, including consideration of potential instances of non-compliance with laws and regulation and |
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Testing a sample of journal entries based on specific risk criteria; |
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• |
Evaluating and, where appropriate, challenging assumptions and judgements made by management in determining significant accounting estimates; and |
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Testing a sample of revenue transactions by examination of supporting documents for accuracy and existence/occurrence. |
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Reuters News & Media Limited
Independent Auditor's Report to the Members of Reuters News & Media Limited (continued)
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• | we have not obtained all the information and explanations we require for our audit; or |
• | adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | certain disclosures of Directors’ remuneration specified by law are not made; or |
• | the financial statements are not in agreement with the accounting records and returns. |
We have no exceptions to report arising from this responsibility.
......................................
for and on behalf of
Chartered Accountants and Statutory Auditor
Reuters News & Media Limited
Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 (As restated) |
|
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Turnover * |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
|
|
|
|
Other operating income |
|
- |
|
|
Interest payable and similar expenses |
( |
( |
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Profit before taxation |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the financial year |
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|
*These have been restated. Please refer Note 4 for more details.
The above results were derived from continuing operations.
Reuters News & Media Limited
Statement of Comprehensive Income for the Year Ended 31 December 2024
|
Note |
2024 |
2023 (As restated) |
|
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Profit for the financial year |
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|
|
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Items that may be reclassified subsequently to profit or loss |
|||
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Actuarial loss on defined benefit pension schemes before tax |
(75) |
(116) |
|
|
Foreign currency translation gain |
|
|
|
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Movement in deferred tax relating to pension liability |
19 |
29 |
|
|
Other comprehensive income for the year |
|
|
|
|
Total comprehensive income for the year |
|
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Reuters News & Media Limited
(Registration number: 02505735)
Balance Sheet as at 31 December 2024
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Note |
31 December |
31 December |
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Fixed assets |
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Intangible assets |
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Tangible assets |
|
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Right of use assets |
5,217 |
6,906 |
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Investments |
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||
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Current assets |
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Debtors: amounts falling due within one year * |
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Cash at bank and in hand |
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|
|
Net pension asset |
222 |
307 |
|
|
|
|
||
|
Creditors: amounts falling due within one year |
( |
( |
|
|
Provisions for liabilities |
(1,485) |
(36) |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium account |
|
|
|
|
Profit and loss account * |
( |
( |
|
|
Total shareholders' funds |
|
|
Reuters News & Media Limited
(Registration number: 02505735)
Balance Sheet as at 31 December 2024 (continued)
*These have been restated. Please refer Note 4 for more details.
The financial statements on pages 14 to 58 were approved by the
.........................................
Director
Reuters News & Media Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Called up share capital |
Share premium account |
Profit and loss account |
Total shareholders' funds |
|
|
At 1 January 2024 (As restated) |
|
|
( |
|
|
Profit for the year |
- |
- |
|
|
|
Other comprehensive income |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
Amount debited in respect of parent company charges upon share exercise |
- |
- |
(3,214) |
(3,214) |
|
Amounts credited in respect of employee share expense |
- |
- |
1,647 |
1,647 |
|
Movement in deferred tax relating to employee share |
- |
- |
(19) |
(19) |
|
Adjustment related to business acquisition under common control (note 16) |
- |
- |
17,654 |
17,654 |
|
At 31 December 2024 |
|
|
( |
|
Reuters News & Media Limited
Statement of Changes in Equity for the Year Ended 31 December 2024 (continued)
|
Called up share capital |
Share premium account |
Profit and loss account |
Total shareholders' funds |
|
|
At 1 January 2023 |
|
|
( |
|
|
Prior period adjustment Correction of error (Note 4) |
- |
- |
( |
( |
|
At 1 January 2023 (As restated) |
|
|
( |
|
|
Profit for the year (As restated) |
- |
- |
|
|
|
Other comprehensive expense |
- |
- |
|
|
|
Total comprehensive income (As restated) |
- |
- |
|
|
|
Amount debited in respect of parent company charges upon share exercise |
- |
- |
(1,869) |
(1,869) |
|
Amounts credited in respect of employee share expense |
- |
- |
1,575 |
1,575 |
|
Movement in deferred tax relating to employee share options |
- |
- |
(67) |
(67) |
|
At 31 December 2023 (As restated) |
1 |
202,448 |
(30,942) |
171,507 |
* These balances were restated. Refer Note 4 for more details.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The Company is a private company limited by share capital, incorporated in the United Kingdom in England and domiciled in England.
The address of its registered office is:
United Kingdom
Reuters News & Media Limited supplies news and editorial content to the world’s media organizations, professionals & news consumers.
The financial statements and notes have been rounded off to nearest thousand GBP (£) as the majority of the Company's transactions are undertaken in GBP (£).
|
Accounting policies |
Basis of preparation
Summary of material accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
These financial statements are prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) and the Companies Act 2006, as applicable to companies using FRS 101, except for the departure from the companies act, explained in the Goodwill section of this note.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the UK (UK-adopted international
accounting standards), but makes amendments where necessary in order to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions. The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Summary of disclosure exemptions
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
|
• |
Paragraph 38 of IAS 1, 'Presentation of financial statements' - comparative information requirements in respect of: (a) paragraph 79(a) (iv) of IAS 1; (b) paragraph 73(e) of IAS 16, 'Property, plant and equipment'; and (c) paragraph 118(e) of IAS 38, 'Intangible assets' (reconciliations between the carrying amount at the beginning and end of the period). |
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
|
• |
The following paragraphs of IAS 1, ‘Presentation of financial statements’: (a) 10(d) (statement of cash flows); (b) 16 (statement of compliance with all IFRS); (c) 38A (requirement for minimum of two primary statements, including cash flow statements); (d) 38B-D (additional comparative information);(e)111 (statement of cash flows information); and (f) 134-136 (capital management disclosures). |
|
• |
IAS 7, ‘Statement of cash flows’; |
|
• |
IFRS 7, ‘Financial instruments: Disclosures’. |
|
• |
The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions entered between two or more members of a group. |
|
• |
Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective). |
|
• |
Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation). |
|
• |
Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities). |
|
• |
Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and how the fair value of goods or services received was determined). |
The consolidated financial statements of Thomson Reuters include the equivalent disclosures. The Company has also taken the exemptions under FRS 101 available in respect of the following disclosures;
|
• |
IFRS 2 Share Based Payments in respect of group settled share based payments; |
|
• |
Certain disclosures required by IAS 36 Impairment of assets in respect of the impairment of goodwill and indefinite life intangible assets; |
|
• |
Disclosures required by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations in respect of the cash flows of discontinued operations; |
|
• |
Certain disclosures required by IFRS 3 Business Combinations in respect of business combinations undertaken by the Company in the current and prior periods including the comparative period reconciliation for goodwill; and |
|
• |
Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures. |
|
• |
The following paragraphs of IAS 1, ‘Presentation of financial statements’: |
The disclosures required by IFRS 7 and IFRS 13 regarding financial instrument disclosures have not been provided apart from those which are relevant for the financial instruments which are held at fair value and are not either held as part of trading portfolio or derivatives.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Exemption from preparing group financial statements
The financial statements contain information about Reuters News & Media Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of the exemption under Section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of Thomson Reuters Corporation ("Thomson Reuters"). The consolidated financial statements of Thomson Reuters are prepared in accordance with International Financial Reporting Standards. Thomson Reuters Corporation is incorporated under the laws of the Province of Ontario, Canada.
Copies of Thomson Reuters' annual reports are available to the public at www.thomsonreuters.com and may be obtained from Five Canada Square, Canary Wharf, London, E14 5AQ, United Kingdom.
Measurement convention
The financial statements are prepared on a going concern basis, under the historical cost convention basis except that the following assets and liabilities are stated at their fair value: liabilities for defined benefit pension plans and share based payments measured at fair value.
Going concern
The Company is in a net current asset position and the current economic conditions are not having an adverse impact on the Company’s forecasts and projections. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current cash reserves and borrowings. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
New standards, amendments, IFRIC interpretations and new relevant disclosure requirements
There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2024 that have a material impact on the Company’s financial statements.
Prior period errors
Prior period errors are omissions from, and misstatements in, an entity's financial statements for one or more prior periods arising from a failure to use, or misuse of, reliable information that was available and could reasonably be expected to have been obtained and taken into account in preparing those statements. Such errors results from mathematic mistakes, mistakes by applying accounting policies, oversights or misinterpretations of facts, and fraud. The Company corrects all material prior period errors retrospectively, if the error occurred before the earliest prior period presented, restating the opening balances of assets, liabilities and equity for the earliest prior period presented.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Revenue recognition
Revenues are recognized when control of the Company’s products or services are transferred to customers. The amount of revenues recognized reflects the consideration to which the Company expects to be entitled. Such
consideration is net of estimated returns, discounts, value-added and other sales taxes.
The Company derives its revenues from selling information, software and services. Revenues are generally recognized as follows:
Recurring revenues are generally recognized on a rateable basis over the contract term. Recurring revenues primarily consist of fees to access products or services delivered electronically over time. All the products are generally provided under subscription arrangements, which most customers renew at the end of each subscription term. Most subscription arrangements have multiple year terms that range from one to five years. Recurring revenues also include fees from software maintenance arrangements that are recognized over the maintenance period. Arrangements may be billed in advance or in arrears.
Transactions revenues are recognized primarily at a point in time and based on their type. Volume-based fees related to online searches are recognized based on usage.
Intragroup billing is the revenue on services provided to its group companies and is recognised based on certain marked up expenses incurred by the Company.
Deferred Revenue
Deferred revenue, a contract liability, is recorded when cash payments are received or due in advance of the transfer of the related products or services.
Contract costs
The Company applied the practical expedient in IFRS 15 to recognize the incremental cost of obtaining a contract as an expense when incurred, if the amortization period is one year or less.
Finance income and costs policy
Interest receivable and payable is recorded in the Profit and Loss Account as they accrue, using the effective interest method.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within ‘finance income or costs’. All other foreign exchange gains and losses are presented in the Profit and Loss Account within‘ operating expenses'.
The Company's functional and presentation currency is GBP. The results and financial position of all foreign operations (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency ("GBP") as follows:
(a) assets and liabilities for each Balance Sheet presented are translated at the closing rate at the date of that Balance Sheet;
(b) income and expenses for each Profit and Loss Account are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of each transaction); and
(c) all resulting exchange differences are recognised in other comprehensive income.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified into profit or loss, as part of the gain or loss on sale.
Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholders’ funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders’ funds, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the Balance Sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the Balance Sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Tangible assets
Tangible fixed assets are stated at historic purchase cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
Depreciation
Depreciation is charged on a straight line basis as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold improvements and buildings |
over the term of lease |
|
Fixtures, fittings and equipment |
5-7 years |
|
Motor Vehicles |
2-5 years |
|
Computer equipment |
3-5 years |
|
Plant & equipment |
7 years |
Intangible assets
Identifiable intangible assets are recorded at fair value as a result of the application of generally accepted valuation approaches. Publishing rights relate to certain historical acquisitions and comprise the cumulative value of trade names, imprints and titles, databases and other intangible assets. Publishing rights are amortised over the shorter of their useful economic life and 20 years. The average economic life is 20 years. This is the period over which the Company expects to derive value from the assets.
Intangible assets, such as licensing agreements, acquired from third parties are capitalised and written off over the period during which the Company is entitled to use and derive economic benefit from the asset.
Customer relationships relate to acquisitions comprise the cumulative value of management identified established customer relationships with pre-existing customers that are expected to continue in future. The average economic life is 20 years for customer relationships, subject to the period over which the Company expects to derive value from the assets.
The Company also capitalises software development costs associated with products which met the requirements of FRS 101. Capitalised expenditures relating to computer software development projects are deemed to begin their useful economic life upon completion of the project.
Software development costs include the following:
- External direct costs of materials and services consumed in developing or obtaining internal-use computer software,
- Payroll and payroll-related costs for employees who are directly associated with the computer software project,
- Upgrades and enhancements to the extent that they result in additional functionality.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Goodwill
Goodwill represents the excess of the cost of the investment in acquired business over values attributed to underlying net tangible assets and publishing rights.
The Company evaluates the carrying value of goodwill in each financial year to determine if there has been impairment in value, which would result in the inability to recover the carrying amount. When it is determined that the carrying value exceeds the recoverable amount, the excess is written off to the Profit and Loss Account.
The Company does not amortise goodwill in accordance with the requirements of IFRS as applied under FRS 101. Instead an annual impairment test is performed and any impairment that is identified is recognised in the income statement. The non-amortisation of goodwill conflicts with paragraph 22 of Schedule 1 to ‘The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), which requires acquired goodwill to be written off over its useful economic life. As such, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view, from the requirement of paragraph 22 of Schedule 1 to the Regulations.
It is not possible to quantify the effect of the departure from the Companies Act, because a finite life for the goodwill has not been identified. However, the effect of amortising over a useful life of 20 years would be a charge of 2024: £6,899,000 (2023: £5,235,000) against operating profit, and a reduction of 2024: £25,223,000 (2023: £18,323,000) in the carrying value of goodwill in the balance sheet.
Research and development
Costs incurred in the initial development of a software product prior to the establishment of commercial feasibility are written off as research costs. Once the commercial feasibility of a software product has been established, development costs are capitalised to the extent to which the product is expected to yield economic benefits.
Amortisation
Amortisation is charged to the Profit and Loss Account on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each Balance Sheet date. Other intangible assets are amortised from the date they are available for use.
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:
|
Asset class |
Amortisation method and rate |
|
Computer software |
3-5 years |
|
Customer relationships |
3-20 years |
|
Databases and content |
3-20 years |
The intangible assets acquired as part of a business combination are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful life.
Investments in subsidiaries
The Company holds investments in other companies. These are recognised as fixed asset investments and are stated at cost less any impairment.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as fixed assets.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the debtors.
Doubtful debts
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based on historical credit loss experience and calibrated, based on management’s judgment, with forward looking information about a debtor’s ability to pay. Trade and other receivables are written off when there is no reasonable expectation of recovery.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Provisions
A provision is recognised in the Balance Sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expected expenditures to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Leases
A contract is or contains a lease if it conveys the right to control the use of an identified asset for a specified period in exchange for consideration. When the Company leases assets from third parties, the Company is the lessee. When the Company leases assets to third parties, the Company is the lessor.
At the lease commencement date, a right-of-use asset for the underlying leased asset and corresponding lease liability are recognized in the Balance Sheet measured on a present value basis. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Company uses its incremental borrowing rate, which is the interest rate that the Company would pay to borrow funds to obtain an asset of a similar value to the right-of-use asset with a comparable security, economic environment and term.
The right-of-use asset is separately disclosed as "Right of use assets" , the current lease liability is included in “Creditors: Amounts falling due within one year” and the long-term liability is included in “Creditors: Amounts falling due after more than one year” within the Balance Sheet.
Right-of-use assets are measured on a number of factors including:
- The initial amount of the lease liability;
- Lease payments made at or before the commencement date; and
- Initial direct costs and expected restoration costs.
Lease liabilities are measured as the present value of non-cancellable payments over the lease term, which may include :
- Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
- Variable lease payments that are based on an index or a rate (including inflation-linked payments);
- Amounts expected to be payable by the lessee under residual value guarantee;
- Exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
- Penalty payments for terminating the lease, if the lease term reflects the lessee exercising that option.
Where exercise of renewal or termination options is deemed reasonably certain, such assumptions are reflected in the valuation of the lease right-of-use asset and liability. The reasonably certain assessment is made at the lease commencement date and re-assessed if there is a material change in circumstances supporting the assessment.
Lease payments are apportioned between the liability and a finance charge, which is reported within “Other finance gains/(losses)” in the Profit and Loss Account. The right-of-use asset is depreciated over the shorter of the asset’s useful life or the lease term on a straight-line basis and presented within “Operating expenses” in the Profit and Loss Account. Most of the Company’s leases are comprised of property leases, for which fixed payments covering lease and non-lease components are included in the value of the right-of-use assets and lease liabilities.
Payments for leases with a term of 12 months or less and certain low-value leases are recognized on a straight-line basis within “Operating expenses” in the Profit and Loss Account and are not recognized in the Balance Sheet.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Impairment of non-financial assets
The carrying amounts of the Company’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units, or (“CGU”). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which CGUs that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the Profit and Loss Account. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
In respect of the other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension and defined benefit obligations
The Company operates defined contribution pension schemes. A defined contribution pension scheme is a plan under which the Company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the Profit and Loss Account in the periods during which services are rendered by employees.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
A defined benefit pension scheme is a plan other than a defined contribution plan. The Company’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets (at bid price) are deducted. The Company determines the net interest on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset).
The discount rate is the yield at the reporting date on bonds that have a credit rating of at least AA that have maturity dates approximating the terms of the Company’s obligations and that are denominated in the currency.
Remeasurements arising from defined benefit plans comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest). The Company recognises them immediately in other comprehensive income and all other expenses related to defined benefit plans in employee benefit expenses in profit or loss.
The calculation of the defined benefit obligations is performed by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognised asset is limited to the present value of benefits available in the form of any future refunds from the plan or reductions in future contributions and takes into account the adverse effect of any minimum funding requirements.
Share based payments
The Company operates a number of equity-settled and cash-settled share-based compensation plans under which it receives services from employees as consideration for equity instruments of Thomson Reuters Corporation or cash payments.
For equity-settled share-based compensation, the expense is based on the grant date fair value of the awards expected to vest over the vesting period. For cash-settled share-based compensation, the expense is determined based on the fair value of the liability at the end of the reporting period until the award is settled. The expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognised over its respective vesting period. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest and recognizes the impact in the Profit and Loss Account. When the awards are exercised the Company is recharged the awards’ market value as of the exercise date by Thomson Reuters Corporation. This recharge is accounted for as a deduction from shareholders’ funds.
Business combination
Predecessor accounting is used to account for business combinations under common control. Assets and liabilities of the acquired entity are stated at predecessor carrying values at the acquisition date. The book values used are those from the highest set of consolidated financial statements available or those from the financial statements of the acquired entity. No new goodwill arises in predecessor accounting. Any difference between the consideration given and the aggregate carrying value of the assets and liabilities of the acquired entity at the date of the transaction is included in equity in retained earnings.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Critical accounting judgements and key sources of estimation uncertainty |
General description
The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. The following discussion sets forth management’s most critical estimates and judgments in applying accounting policies.
Doubtful debts
The Company must make an assessment of whether accounts receivable are collectible from customers. Accordingly, the Company establish an allowance for estimated losses arising from non-payment and other sales adjustments, taking into consideration customer creditworthiness, current economic trends, past experience and expected credit losses. Determining the amount of a provision for impairment is inherently challenging and in a
given year if there is a risk this estimate may materially change in the following year, either due to successful, unforeseen collections or sudden deterioration or failures of customers. This is therefore deemed to be a critical
accounting estimate. As of 31 December 2024, the combined allowances were £112,000, or 1.5% of the gross trade accounts receivable balance of £7,677,000. An increase to the reserve based on 1% of accounts receivable would have decreased profit before tax by approximately £76,770 for the year ended December 31, 2024.See note 17 for the net carrying amount of the trade debtors net of provision for impairment of receivables.
Employee future benefits
The Company sponsor defined benefit plans providing pension benefits to covered employees. The determination of benefit expense associated with employee future benefits requires assumptions such as the discount rate, which is used to measure service cost, benefit plan obligations and the net interest income (expense) on the net benefit plan assets (obligations). Other significant assumptions include increase in life expectancy and rates of inflation and increase in salaries. Because the determination of the cost and obligations associated with employee future benefits requires the use of various assumptions, there is measurement uncertainty inherent in the actuarial valuation process. Actual results will differ from results which are estimated based on assumptions. See the disclosure related to sensitivity analysis inside paragraph "Rates of inflation and increase in salaries" under note 18 of defined benefit plans.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
3 |
Critical accounting judgements and key sources of estimation uncertainty (continued) |
Impairment test of goodwill and investment
Goodwill and some other intangible assets arise out of business combinations. Business combinations that are under common control are accounted for under the predecessor method and external acquisitions are accounted for under the acquisition method. The goodwill and other intangibles for the business combinations, which are under common control but it is as a part of the Group's third party acquisition, are recognised in proportion to the amount booked in the Group financial statements attributable to the Company. The determination of the value of the goodwill and other intangible assets involves significant estimates and assumptions regarding cash flow projections, economic risk and weighted-average cost of capital of the Group.
Subsequent to acquisition, we test other identifiable intangible assets and goodwill for impairment as required. The discount rate, tax rate and EBITDA multiples used in various impairment tests are based on those for comparable companies, which are driven by market conditions and prevailing tax laws.
The Company performed its annual test for goodwill and investment impairment in the fourth quarter of 2024. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit ("CGU") exceeds its estimated recoverable amount. Impairment losses are recognised in the Profit and Loss Account. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill or investment allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro-rata basis.
Valuation techniques
The recoverable amount of an asset or CGU is the higher of its fair value less costs to sell or value in use. In assessing value in use, the future earnings of a CGU are estimated by following an income approach, the income approach is predicated upon the value of the future cash flows that a business will generate. We used the discounted cash flow (DCF) method, which involves projecting cash flows and converting them into a present value equivalent through discounting. The discounting process uses a rate of return that is commensurate with the risk associated with the business and the time value of money. This approach requires assumptions about revenue growth rates, operating margins, capital expenditures, tax rates and discount rates. As determining such assumptions is inherently uncertain and subject to future factors, there is the potential that these may differ in subsequent periods. See note 12 for further details.
|
Prior period error |
During the year, the Company reported the restatement of the balances of Debtors: amounts falling within one year and Profit and Loss account. The impact and explanation about the error is outlined below;
An error in the transfer pricing calculation required restatement of balances from 2021. Costs directly supporting the Reuters Events business acquired on 1 July 2020 were incorrectly treated as indirect and charged to Thomson Reuters Enterprise GmbH (TREC). These costs should have been classified as direct and allocated to Reuters Events. As a result, Turnover (outcharges to TREC), Debtors: amounts falling due within one year, and the Profit and Loss account for 2021, 2022, and 2023 were corrected.
The restatement for each of the affected financial statement line items for the prior periods is as follows:
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
4 |
Prior period error (continued) |
|
Statement of financial position (extract) £ 000 |
31 December 2023 (As originally reported) £ 000 |
Correction of Events income FY23 £ 000 |
31 December 2023 (Restated)* £ 000 |
1 January 2023 (As originally reported) £ 000 |
Correction of Events income FY22 £ 000 ** |
01 January 2023 (Restated) £ 000 |
|
Debtors: amounts falling within one year |
137,177 |
(16,881) |
120,296 |
98,506 |
(24,375) |
74,131 |
|
Profit and Loss account |
10,314 |
(16,881) |
(6,567) |
(15,347) |
(24,375) |
(39,722) |
*Debtors: amounts falling within one year includes prior period adjustments relating to FY23 only. Debtors from fellow group undertakings includes cumulative prior period adjustments of all earlier errors, the final cumulative impact to debtors is £95,921,000 as reflected in note 17.
**includes restatement of year end 2021: £7,086,000 and 2022: £17,289,000
|
Statement of profit or loss (extract) |
31 December 2023 (As originally reported) £000 |
Profit Increase/ decrease £000 |
31 December 2023 (Restated) £000 |
|
Turnover |
240,850 |
(16,881) |
223,969 |
|
Operating expenses |
(213,312) |
(213,312) |
|
|
Finance cost |
(249) |
(249) |
|
|
Profit before income tax |
27,289 |
10,408 |
|
|
Tax on profit |
(2,032) |
(2,032) |
|
|
Profit for the period |
25,257 |
8,376 |
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Turnover |
The analysis of the Company's revenue for the year from continuing operations is as follows:
|
2024 |
2023 (As restated) |
|
|
Rendering of services |
|
|
|
Total Turnover |
236,570 |
223,969 |
The Company's turnover arises principally in the United Kingdom and Continental Europe.
|
2024 |
2023 (As restated) |
|
|
Continental Europe* |
|
|
|
United Kingdom |
|
|
|
Asia |
|
|
|
America |
|
|
|
Total |
236,570 |
223,969 |
*includes amounts restated, refer Note 4 for more details.
Total turnover analysed by continuing operations below:
|
2024 |
2023 (As restated) |
|
|
Third Party |
87,341 |
90,699 |
|
Group undertakings* |
149,229 |
133,270 |
|
Total Turnover |
236,570 |
223,969 |
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Operating profit |
Arrived at after charging
|
Note |
2024 |
2023 |
|
|
Employee benefits expense |
100,302 |
94,004 |
|
|
Depreciation expense |
|
|
|
|
Depreciation on right of use assets - property |
2,332 |
2,689 |
|
|
Amortisation expense |
|
|
|
|
Foreign exchange losses |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Lease interest expenses |
(270) |
(245) |
|
Other finance cost |
( |
( |
|
( |
( |
|
Staff costs |
The aggregate payroll costs (including Directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Pension costs, defined benefit scheme |
|
|
|
Redundancy costs |
|
|
|
Share-based payment expenses |
|
|
|
Other employee expense |
|
|
|
Total |
|
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
8 |
Staff costs (continued) |
The monthly average number of persons employed by the Company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
News & Editorial |
925 |
907 |
|
Administration and support |
2 |
3 |
|
Finance & Communications |
11 |
9 |
|
General Counsel |
1 |
1 |
|
Human Resources |
7 |
5 |
|
Technology |
63 |
69 |
|
Total |
|
|
|
Directors' remuneration |
The Directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
164 |
385 |
|
Pension contributions (defined contribution) |
12 |
23 |
|
Aggregate amount receivable under long term incentive scheme |
- |
212 |
|
|
|
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Received or were entitled to receive shares under long term incentive schemes |
- |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid Director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
9 |
Directors' remuneration (continued) |
During the year the no Director has exercised share options and they been entitled to receive shares under the long term incentive scheme amounting to £Nil (2023: exercised £212,000 worth of shares options under the long term incentive scheme).
The above details of Directors' emoluments do not include the emoluments of 2 (2023: 2) Directors who are paid by other group companies and not recharged.
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of the financial statements |
|
|
|
Tax on profit |
Tax charged in the profit and loss account
|
2024 |
2023 |
|
|
Current tax |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
|
|
|
Double taxation relief |
( |
( |
|
|
|
|
|
Foreign tax |
|
|
|
Total current income tax |
|
|
|
Deferred tax |
||
|
Adjustments in respect of current year |
( |
( |
|
Adjustments in respect of previous periods |
|
( |
|
Arising from changes in tax rates and laws |
- |
( |
|
Total deferred taxation |
( |
( |
|
Tax expense in the profit and loss account |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023: 23.52%).
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
11 |
Tax on profit (continued) |
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Increase in current tax from adjustment for prior periods |
|
|
|
Increase from gain on sale of brand rights |
|
- |
|
Decrease from effect of revenues exempt from taxation |
( |
( |
|
Decrease from effect of expenses not deductible in determining taxable profit |
|
|
|
Decrease from effect of exercise employee share options |
( |
|
|
Decrease arising from group relief tax reconciliation |
( |
( |
|
Increase from transfer pricing adjustments |
|
|
|
Increase arising from overseas tax suffered |
|
|
|
Increase from effect of Uncertain tax positions |
|
|
|
Deferred tax credit relating to changes in tax rates or laws |
- |
( |
|
Total tax charge |
|
|
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
The company is within the scope of the OECD Pillar Two model rules as it is a member of the Thomson Reuters group, which is a multinational entity within the scope of Pillar Two. There is no top-up tax recorded within the tax expense for the company under Pillar Two legislation. The company has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
|
31 December |
31 December 2023 |
|
|
Current liabilities |
||
|
Corporation tax |
(9,977) |
(4,503) |
|
Total |
(9,977) |
(4,503) |
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
11 |
Tax on profit (continued) |
|
31 December |
31 December 2023 |
||
|
Current assets |
|||
|
Overseas tax |
(223) |
815 |
|
|
Total |
(223) |
815 |
|
Deferred tax
The provision for deferred tax consists of the following deferred tax liability and assets:
Deferred tax assets and liabilities
|
2024 |
|
|
|
Provision at start of year |
(2,723) |
(3,758) |
|
Adjustment in respect of prior years |
(364) |
13 |
|
Deferred tax credit/(charge) to I/S for the period |
2,019 |
1,060 |
|
Deferred tax for business combination |
(4,875) |
- |
|
Deferred tax charge in equity for the period |
(19) |
(67) |
|
Deferred tax credit in OCI for the period |
19 |
29 |
|
Provision at the end of the year |
(5,943) |
(2,723) |
|
31 December |
31 December |
|
|
Fixed assets |
203 |
1,052 |
|
Temporary differences trading |
1,151 |
586 |
|
Business combination |
(7,297) |
(4,403) |
|
Loan Relationships |
- |
42 |
|
Total |
(5,943) |
(2,723) |
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Intangible assets |
|
Goodwill |
Asset Under Construction |
Computer software |
Customer relationships |
Total |
|
|
Cost or valuation |
|||||
|
At 1 January 2024 |
|
|
|
|
|
|
Additions at cost |
- |
|
- |
- |
|
|
Acquired through business combinations |
|
- |
- |
|
|
|
Disposals at cost* |
( |
- |
- |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
Accumulated Amortisation |
|||||
|
At 1 January 2024 |
- |
- |
|
|
|
|
Amortisation charge |
- |
- |
|
|
|
|
At 31 December 2024 |
- |
- |
|
|
|
|
Carrying amount |
|||||
|
At 31 December 2024 |
|
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
*On 1st July 2025, the Company sold brand rights acquired from World Business Media Limited to Thomson Reuters Enterprise Centre GmbH for consideration of £2,387,000 which is included in amount shown under “ acquired through business combinations” above.
The Customer relationship were acquired as part of business acquisition from FC Business Intelligence Limited (a group undertaking). The asset is carried at £11,208,000 (2023: £17,613,000) and has a remaining amortisation period of 1.75 years (2023: 2.75 years) on a straight-line basis. During the year we have acquired the customer relationships from Imagen Limited and World Business Media Limited, which will be amortised over the 10 and 9 years respectively on straight line basis. The assets carried at £4,887,000 (2023: £nil), £13,091,000 (2023: £nil) for Imagen Limited and World Business Media Limited respectively and have a remaining amortisation period of 8.5 year (2023: Nil) and 8 years (2023: Nil) on a straight-line basis.
Impairment test of goodwill
The Company performed its annual test for goodwill impairment in the fourth quarter of 2024. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit ("CGU") exceeds its estimated recoverable amount. Impairment losses are recognised in the Profit and Loss Account. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. As a result, no goodwill impairment was recognised (2023: £Nil).
Valuation techniques
The recoverable amount of an asset or CGU is the higher of its fair value less costs to sell or value in use. In assessing value in use, the future earnings of a cash-generating unit are estimated by following an income approach, the income approach is predicated upon the value of the future cash flows that a business will generate. We used the discounted cash flow (DCF) method, which involves projecting cash flows and converting them into a present value equivalent through discounting. The discounting process uses a rate of return that is commensurate with the risk associated with the business and the time value of money. This approach requires assumptions about revenue growth rates, operating margins, capital expenditures,tax rates and discount rates. As the fair value for each CGU exceeded its carrying value by a substantial amount, the sensitivity analysis demonstrated that no reasonably possible change in these assumptions would cause the carrying amounts of any CGU to exceed its recoverable amount.
|
Tangible assets |
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
13 |
Tangible assets (continued) |
|
Leasehold improvements and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Assets in the course of construction |
Computer equipment, plant |
Total
|
|
|
Cost or valuation |
||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
Additions |
- |
|
|
|
|
|
|
Disposals |
( |
- |
( |
- |
( |
( |
|
Assets in the course of construction Transfers |
|
|
- |
( |
|
- |
|
Foreign exchange movements |
|
( |
|
( |
|
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
Accumulated Depreciation |
||||||
|
At 1 January 2024 |
|
|
|
- |
|
|
|
Charge for the year |
|
|
|
- |
|
|
|
Eliminated on disposal |
( |
- |
( |
- |
( |
( |
|
Foreign exchange movements |
|
( |
|
- |
|
|
|
At 31 December 2024 |
|
|
|
- |
|
|
|
Carrying amount |
||||||
|
At 31 December 2024 |
|
|
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Right of use assets |
|
Property |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2024 |
|
|
|
Additions |
|
|
|
Foreign exchange Adjustments |
( |
( |
|
At 31 December 2024 |
|
|
|
Accumulated Depreciation |
||
|
At 1 January 2024 |
|
|
|
Charge for the year |
|
|
|
Eliminated on adjustments foreign exchange Adjustments |
(747) |
(747) |
|
At 31 December 2024 |
|
|
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
|
At 31 December 2023 |
|
|
|
Investments |
|
Subsidiaries |
£ 000 |
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
An impairment review was carried out in the year for those investments that were considered to have a potential trigger. The Directors have assessed the recoverable amount of these investments, having taken into consideration a range of assumptions and has resulted in an impairment of investment by £nil (2023: £nil).
The Directors are of the opinion that the recoverable value of the Company's investments is not less than the value of which it is stated in the Balance Sheet as at 31 December 2024.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
15 |
Investments (continued) |
Details of the subsidiaries as at 31 December 2024 and 31 December 2023 are as follows:
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2023 |
|
|
|
Trading |
16/F Cityplaza 314, Taikoo Wan Road, Quarry Bay,Hong Kong |
|
|
|
|
|
Trading |
16-18, rue du Quatre Septembre 75002,Paris France |
|
|
|
* indicates direct investment of the Company.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Trade and assets acquisitions |
On 1 February 2024, the Company entered into a business transfer agreement with Imagen Limited, a fellow group undertaking, for a consideration of £11,053,000 (US$14,000,000). The acquistion was accounted for using the predecessor accounting method for business combination under common control. However, the above business transfer is a result of the Group's third party acquisition of the entire business.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below:
|
£ 000 |
|
|
Assets and liabilities acquired |
|
|
Goodwill |
|
|
Customer contracts |
|
|
Intercompany receivables |
|
|
Debtors |
955 |
|
Accruals |
( |
|
Prepayments |
|
|
Deferred revenue |
(1,096) |
|
Creditors |
(207) |
|
Other Liabilities |
(196) |
|
Total identifiable assets/(liabilities) |
|
|
Adjusted to profit and loss account |
( |
|
Total consideration |
11,053 |
|
Satisfied by: |
|
|
Cash |
|
|
|
|
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below:
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
16 |
Trade and assets acquisitions (continued) |
|
£ 000 |
|
|
Assets and liabilities acquired |
|
|
Goodwill |
|
|
Customer contracts |
|
|
Debtors |
|
|
Accruals |
|
|
Deferred revenue |
( |
|
Total identifiable assets/(liabilities) |
|
|
Adjusted to profit and loss account |
(19,871) |
|
Total consideration |
24,335 |
|
Satisfied by: |
|
|
Cash |
|
|
|
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
16 |
Trade and assets acquisitions (continued) |
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below:
|
£ 000 |
|
|
Assets and liabilities acquired |
|
|
Goodwill |
|
|
Intercompany payables |
( |
|
Debtors |
|
|
Prepayments |
|
|
Creditors |
( |
|
Accruals |
( |
|
Other liabilities |
(290) |
|
Deferred revenue |
(13) |
|
Total identifiable assets/(liabilities) |
( |
|
Adjusted to profit and loss account |
6,046 |
|
Total consideration |
4,479 |
|
Satisfied by: |
|
|
Cash |
|
|
|
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Debtors: amounts falling due within one year |
|
31 December |
(As restated) |
|
|
Trade debtors |
|
|
|
Debtors from fellow group undertakings * |
|
|
|
Accrued income |
|
|
|
Prepayments |
|
|
|
Other debtors |
|
|
|
Overseas tax asset |
815 |
|
|
|
|
Amounts owed by fellow group undertakings are unsecured, non-interest bearing and repayable on demand. Trade receivables are stated after provisions for impairment of £112,000 (2023: £33,000).
*amounts restated due to prior period errors.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Pension and other schemes |
The Company participates in a group defined benefit pension scheme operated by TR Organisation Limited. The scheme’s assets are held in a separately administered fund. The scheme provides retirement benefits on the basis of members’ final salary. Since 2001 the defined benefit pension scheme has only taken a limited number of new entrants and from 31 December 2008 the scheme was closed to all new entrants. The allocation of the liability to each participating entity has been performed by Towers Watson Limited (WTW), independent consulting actuaries, and is based on the number of employees that each entity has as members of the plan. An actuarial valuation of the pension scheme using the projected unit basis was carried out at 31 December 2024 by WTW.
The economic benefits the Company has applied in relation to defined benefit pension plan are:
a) In July 2007 the International Financial Reporting Interpretations Committee (IFRIC) issued interpretation 14 IAS 19. IFRIC 14 may limit the size of the DB pension asset recognised by a company or require recognition of an additional liability to reflect minimum funding requirements for past service.
b) The financial effects of IFRIC 14 are partly based on the sponsor’s “unconditional right” to a refund of surplus in any one of three situations: surplus distribution from an ongoing scheme, surplus distribution after scheme termination or surplus distribution after the last scheme participant has left the scheme or died.
In line with previous years and the reporting for Thomson Reuters Corporation, we have assumed that an unconditional right to a refund of surplus from the TTC exists and therefore that the surplus is recoverable. We have thus made no allowance for the impact of the asset ceiling under IFRIC 14.
The scheme pensions are updated in line with the retail price index as well as consumer price index.
Plan assets held in the fund are governed by local regulations and practice in the United Kingdom. Responsibility for the governance of the plan - including investment decisions and contribution schedules - lies jointly with the Company and the board of Directors of the fund.
The material risks and uncertainties the Company is exposed to in relation to defined benefit pension plans are:
(a) Asset volatility: The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if scheme assets underperform this yield, this will create a deficit. The scheme holds a significant proportion of growth assets (including equities and derivatives), which are expected to outperform corporate bonds in the long-term while providing volatility and risk in the short-term. The scheme also holds a significant proportion of corporate bond assets that are designed to better match the liabilities
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
18 |
Pension and other schemes (continued) |
(b) Changes in bond yields: A decrease in the corporate bond yields will increase scheme liabilities. This will be partially offset by an increase in the value of the scheme’s bond holdings, but would be expected to lead to an increase in the deficit.
(c) Life expectancy: The majority of the scheme’s obligations are to provide benefits for the life of the member, so increases in the life expectancy will result in increases in the scheme’s liabilities.
(d) Inflation risk: The majority of the pension obligations are linked to inflation, and higher inflation will lead to higher liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect the scheme against extreme inflation). The majority of the scheme’s assets are either unaffected by or loosely correlated with inflation, meaning that an increase in inflation will also increase the deficit.
Contributions payable to the pension scheme at the end of the year are £Nil (2023 - £Nil).
Reconciliation of scheme assets and liabilities to assets and liabilities recognised
The amounts recognised in the balance sheet are as follows:
|
31 December |
31 December |
|
|
Fair value of scheme assets |
|
|
|
Present value of scheme liabilities |
(7,879) |
(8,788) |
|
Defined benefit pension scheme surplus |
|
|
Scheme assets
Changes in the fair value of scheme assets are as follows:
|
2024 |
2023 |
|
|
Fair value at start of year |
|
|
|
Interest income |
|
|
|
Actuarial loss |
(1,069) |
(72) |
|
Disbursements |
(326) |
(309) |
|
Fair value at end of year |
|
|
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
18 |
Pension and other schemes (continued) |
Analysis of assets
The major categories of scheme assets are as follows:
|
31 December |
31 December |
|
|
Cash and cash equivalents (Quoted) |
|
|
|
Equity instruments (Level 2 - unquoted)** |
|
|
|
Insurance (Unquoted) |
|
|
|
Debt instruments (Level 2 - unquoted)** |
|
|
|
Derivatives (Level 2 - unquoted) |
- |
|
|
Other(Unquoted)* |
|
|
|
|
|
*The “Other” asset class includes Diversified Risk Premia investments in respect of the main section of the TTC Scheme and the DC Diversified Fund investments in respect of the Datastream DC Section of the TTC Scheme.
** Fair value estimation
The following fair value measurement hierarchy is used for scheme assets that are measured in the financial statements at fair value:
• Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
• Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
**Quoted assets in inactive markets have been included in the Level 2 Unquoted column.
Details of accrued interest on plan assets are as follows:
|
2024 |
2023 |
|
|
Liquidity fund accured interest |
1 |
- |
|
Repo Accrued Interest |
(71) |
- |
|
Securities Accured Interest |
42 |
- |
|
(28) |
- |
|
|
|
||
Actual return on scheme's assets
|
31 December |
31 December |
|
|
Actual return on scheme assets |
(668) |
355 |
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
18 |
Pension and other schemes (continued) |
The pension scheme has not invested in any of the Company's own financial instruments or in properties or other assets used by the Company.
Scheme liabilities
Changes in the present value of scheme liabilities are as follows:
|
2024 |
2023 |
|
|
Present value at start of year |
(8,788) |
(8,620) |
|
Interest cost |
( |
( |
|
Administration cost and taxes |
(23) |
(26) |
|
Actuarial gain (loss) arising from changes in financial assumptions |
994 |
(44) |
|
Disbursements from Plan Assets |
326 |
309 |
|
Present value at end of year |
( |
( |
Principal actuarial assumptions
The significant actuarial assumptions used to determine the present value of the defined benefit obligation at the balance sheet date are as follows:
|
31 December |
31 December |
|
|
Discount rate |
|
|
|
Inflation |
|
|
|
Future pension increases |
|
|
Post retirement mortality assumptions
|
31 December |
31 December |
|
|
Retiring at reporting date at age 65 - male |
23.10 |
23.10 |
|
Retiring at reporting date at age 65 - female |
25.50 |
25.40 |
|
Retiring at reporting date +25 years at age 65 - male |
23.90 |
23.90 |
|
Retiring at reporting date +25 years at age 65 - female |
26.40 |
26.40 |
Amounts recognised in Profit and Loss Account
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
18 |
Pension and other schemes (continued) |
|
2024 |
2023 |
|
|
Amounts recognised in operating profit |
||
|
Administrative expenses paid |
23 |
26 |
|
Amounts recognised in finance income or costs |
||
|
Net interest income |
(13) |
(20) |
|
Total recognised in Profit and Loss Account |
|
|
Amounts taken to the Statement of Comprehensive Income
|
2024 |
2023 |
|
|
Actuarial (loss) / gain due to Financial Assumption Changes in DBO |
(983) |
248 |
|
Actuarial loss on Plan Assets |
1,069 |
72 |
|
Actuarial gain due to demographic assumption changes in DBO |
(11) |
(316) |
|
Actuarial losses due to experience on DBO |
- |
112 |
|
Amounts recognised in the Statement of Comprehensive Income |
|
|
Sensitivity analysis
A sensitivity analysis for the principal assumptions used to measure scheme liabilities is set out below:
Discount rate
The discount rate was based on current market interest rates of high-quality, fixed-rate debt securities adjusted to reflect the duration of expected future cash outflows for pension benefit payments. To estimate the discount rate, the Company’s actuary constructed a hypothetical yield curve that represented yields on high quality zero-coupon bonds with durations that mirrored the expected payment stream of the benefit obligation. For the defined benefit pension scheme, a 0.25% increase or decrease in the discount rate would have decreased or increased the defined benefit obligation by approximately £238,000 and £283,000, respectively, as at December 31, 2024.
Increase in Life expectancy
The assumption on life expectancy is for the long term over the life of benefit plans. For this defined benefit pension plan, increase in the life expectancy by 1 year would have increased the defined benefit obligation by approximately £244,000 as of December 31, 2024.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
18 |
Pension and other schemes (continued) |
Rates of inflation, increase in salaries and pension payments
The rate of inflation, which impacts increases in eligible U.K. pension payments, was determined by reference to consumer and retail price indices as well as other benchmarks. The assumption on salary growth is for the long term over the life of benefit plans. For Large U.K. plans combined, a 0.25% increase or decrease in the rate of increase in inflation and salary assumptions would have increased or decreased the defined benefit obligation by approximately £133,000 and £158,000, respectively, as of December 31, 2024.
The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant, so that interdependencies between assumptions are excluded. The measurement methodology (i.e. present value of the obligation calculated using the projected unit credit method) applied in the sensitivity analyses is also consistent to that used to determine the defined benefit obligation in the consolidated statement of financial position. The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant, so that interdependencies between assumptions are excluded. The measurement methodology (i.e. present value of the obligation calculated using the projected unit credit method) applied in the sensitivity analyses is also consistent to that used to determine the defined benefit obligation in the consolidated statement of financial position.
|
Creditors: amounts falling due within one year |
|
31 December |
31 December |
|
|
Trade creditors |
|
|
|
Accrued expenses and deferred income |
|
|
|
Amounts due to fellow group undertakings |
|
|
|
Social security and other taxes |
|
|
|
Short term lease liabilities |
|
|
|
Other creditors |
|
|
|
Overases tax liability |
223 |
- |
|
Income tax liability |
9,977 |
4,503 |
|
|
|
Amounts owed to fellow group undertakings are unsecured, non-interest bearing and repayable on demand.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Creditors: amounts falling due after more than one year |
Leases included in creditors
In the ordinary course of business, the Company enters into leases primarily for property. The carrying amount and the related depreciation for the right-of-use assets for the year ended 31 December 2024 were disclosed in Note 14.
For the year ended 31 December 2024, cash outflows for leases, which include payments of lease principal, interest, short-term and low value leases, were £2,997,000 (2023: £2,997,000).
The following table sets forth the Company’s discounted lease liabilities as reported in the Balance Sheet as at 31 December 2024 and 31 December 2023:
|
31 December |
31 December |
|
|
Current portion of long term lease liabilities |
2,271 |
2,489 |
|
Long term lease liabilities |
4,378 |
5,692 |
|
Total |
6,649 |
8,181 |
With certain leases, the Company guarantees the restoration of the leased property to a specified condition after completion of the lease period. The liability associated with these restorations is recorded within “Provisions for
liabilities” in the Balance Sheet (Note 21).
|
Provisions for liabilities |
|
Dilapidations |
Other Provisions |
Deferred Tax liability |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
Additional provisions |
|
|
|
|
|
Provisions used |
( |
- |
- |
( |
|
Unused provision reversed |
- |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Current liabilities |
- |
|
- |
|
|
|
||||
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
21 |
Provisions for liabilities (continued) |
Current portion for provision for liabilities are expected to be utilised within a year and non current portion will be utilised after a year from the period ended 31 December 2024.
Other provisions current relates to the provision made for employee legal claims, these are expected to be paid within a year from 31 December 2024.
Other provisions non current relates to the provision made for interest on uncertain tax provisions, these are not expected to be paid within a year from 31 December 2024. .
Provision is made for estimated cost of leasehold improvements dilapidations, which arise when the Company agrees to restore a leased property to a specified condition at the completion of the lease period. Dilapidation provisions relate primarily to leases which expire over the next 8 years.
|
Defined contribution scheme |
The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £5,502,127 (2023: £4,831,994).
|
Share-based payments |
The Company operates number of equity-settled and cash-settled share-based compensation plans under which it receives services from employees as consideration for equity instruments of Thomson Reuters Corporation or cash payments. Each plan is described below:
Scheme description
Scheme description
TRSUs give the holder the right to receive one common share for each unit that vests on the vesting date. The holders of TRSUs have no voting rights and accumulate additional units based on notional dividends paid by the
Company on its common shares on each dividend payment date, which are reinvested as additional TRSUs. The weighted-average fair value of TRSUs granted was US$162.37 and US$125.92 for the years ended December 31, 2024 and 2023, respectively.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
23 |
Share-based payments (continued) |
Scheme description
PRSUs give the holder the right to receive one common share for each unit that vests on the vesting date. The holders of PRSUs have no voting rights and accumulate additional units based on notional dividends paid by the Company on its common shares on each dividend payment date, which are reinvested as additional PRSUs. The percentage of PRSUs initially granted that vests depends upon the Company’s performance, typically over a three-year period, against pre-established performance goals. Between 0% and 200% of the initial amounts may vest for grants made from 2019 through 2022.
The weighted-average fair value of PRSUs granted was US$157.54 and US$121.13 for the years ended December 31, 2024 and 2023, respectively.
The following table summarises the methods used to measure fair value for each type of award and the related vesting period over which compensation expense is recognised:
|
TYPE OF AWARD |
VESTING PERIOD |
FAIR VALUE MEASURE |
EQUITY-SETTLED COMPENSATION EXPENSE BASED ON: |
|
Stock options |
Up to four years |
Black-Scholes option pricing model |
Fair value on business day prior to grant date |
|
TRSUs |
Up to five years |
Closing common share price |
Fair value on business day prior to grant date |
|
PRSUs |
Three year performance period |
Closing common share price |
Fair value on business day prior to grant date |
During the year the Company recorded a share-based compensation expense in the Profit and Loss Account of £1,647,000 (2023: £1,575,000) as at 31 December 2024. Management does not consider the share-based payments charge material for detailed disclosure in the financial statements. Refer to Note 26 of the 2024 Thomson Reuters Corporation annual report for further information regarding the schemes.
Reuters News & Media Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Called up share capital |
Allotted, called up and fully paid shares
|
31 December |
31 December |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary Shares of £0.00 (2023 - £0.00) each |
17,537,002 |
1,000.00 |
17,537,002 |
1,000.00 |
|
Parent and ultimate parent undertaking |
The Company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is
Relationship between entity and parents
The parent of the largest group in which these financial statements are consolidated is
The address of Thomson Reuters Corporation is: