TELEGRAPH MEDIA GROUP LIMITED

• ⚠

  Material uncertainty over going concern

  Based on the above, the directors have at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. However, members of the wider Group, including the Company's parent entities, remain involved in the potential transaction relating to TMGH described above which may result in a change in all the Company's directors in the going concern period and as such the current directors may not control the Company after a transaction is consummated or if they are removed, and as such do not have certainty on the plans of the future directors of the Company, including any financing arrangements, which creates a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

1. TELEGRAPH MEDIA GROUP LIMITED 2006-10-25 → present
2. TELEGRAPH GROUP LIMITED 1996-08-01 → 2006-10-25
3. THE TELEGRAPH PLC 1992-06-01 → 1996-08-01
4. DAILY TELEGRAPH PLC (THE) 1948-03-31 → 1992-06-01

Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.

Accounting basis

FRS 102

Reporting scope

Standalone (parent only)

Auditor

PricewaterhouseCoopers LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“Based on the above, the directors have at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. However, members of the wider Group, including the Company's parent entities, remain involved in the potential transaction relating to TMGH described above which may result in a change in all the Company's directors in the going concern period and as such the current directors may not control the Company after a transaction is consummated or if they are removed, and as such do not have certainty on the plans of the future directors of the Company, including any financing arrangements, which creates a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.”

Group structure

1. TELEGRAPH MEDIA GROUP LIMITED · parent
   1. Telegraph Media Group Holdings Limited 100% · United Kingdom · Magazine publisher
   2. TMG Innovations Limited 100% · United Kingdom · Holding company
   3. Telegraph Publishing Limited 100% · United Kingdom · Dormant
   4. The Chelsea Magazine Company Limited 100% · United Kingdom · Magazine publisher
   5. Chelsea Magazine Inc 100% · USA · Magazine publisher
   6. Cadmus Media Group Holdings Limited 100% · United Kingdom · Dormant
   7. The Evening Post Limited 100% · United Kingdom · Dormant
   8. The Morning Post Limited 100% · United Kingdom · Dormant
   9. The Sunday Telegraph Limited 100% · United Kingdom · Dormant
   10. Telegraph Secretarial Services Limited 100% · United Kingdom · Dormant
   11. Telegraph Financial Solutions Limited 100% · United Kingdom · Dormant
   12. Telegraph Events Limited 100% · United Kingdom · Dormant
   13. Eagle Publications Limited 100% · United Kingdom · Dormant

Significant events

• “On 15 May 2023, Bank of Scotland appointed receivers of the shares of B.UK. Limited, leading to new independent directors for PAL and TMG.”
• “In October 2023, PAL launched a sales process for the TMG business to repay debt, which was suspended in late November 2023.”
• “On 30 November 2023, DCMS issued a Public Interest Merger Reference Order 2023 to examine a potential sale of TMG's business to RB Investco Limited.”
• “On 1 December 2023, DCMS issued a Pre-emptive Action Order (First Order) restricting transfers of TMG's business ownership.”
• “On 2 December 2023, TMG and RB entered an option agreement, granting RB the Call Option to acquire TMGH.”
• “On 4 December 2023, PIHL, with guarantors, entered a facilities agreement with RB Investco Limited to repay debt, terminating the receivership.”
• “On 26 January 2024, DCMS issued a second Public Interest Intervention Notice, extending the investigation period for the proposed transaction with Redbird IMI.”
• “On 19 March 2024, DCMS stated intent to refer the proposed acquisition of TMG's business to a Phase 2 investigation.”
• “On 29 April 2024, RB secured agreement from DCMS to prepare for a sale of the Call Option and would begin a sale process.”
• “On 24 May 2024, the Digital Markets, Competition and Consumers Act 2024 came into force, addressing foreign state ownership of newspapers.”
• “On 10 August 2024, the Option Agreement was amended to allow Call Option transfer to third parties.”
• “On 29 September 2024, TMG sold its operating business, assets, and liabilities to Telegraph Media Group Holdings Limited (TMGH) as part of a group reorganisation.”
• “On 15 May 2025, a statutory instrument was laid before Parliament to permit up to 15% foreign state ownership of UK newspaper enterprises, approved on 22 July 2025.”
• “As of the approval date of financial statements, the Call Option over TMGH remains held by RB and the Second Order is in force, leaving the timing and structure of any transaction unclear.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

3

last 12 months

Capital events

0

last 24 months

Officers appointed

0

last 12 months

Officers resigned

0

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.

• Turnover

  -26.6%

  £267,983,000 → £196,581,000

• Cash

  -81.8%

  £34,424,000 → £6,252,000

• Net assets

  +1,308.6%

  -£42,014,000 → £507,765,000

• Employees

  -20.6%

  1,130 → 897

• Operating profit

  +110.3%

  -£231,777,000 → £23,811,000

• Profit before tax

  +341.5%

  -£233,922,000 → £564,928,000

• Wages

  -22.9%

  £84,523,000 → £65,155,000

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers