REG - BloomsburyPublishing - Annual Financial Report
13/06/2025 17:45
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RNS Number : 8661M Bloomsbury Publishing PLC 13 June 2025
13 June 2025
Annual Financial Report
Bloomsbury Publishing Plc (the "Company")
The Company released its Preliminary Announcement of annual results for the
year ended 28 February 2025 on 22 May 2025. Further to the Preliminary
Announcement, the Company can confirm that the Annual Report and Accounts for
the year ended 28 February 2025 ("2025 Annual Report") and the Notice of
Annual General Meeting ("Notice of AGM") have been posted, or otherwise made
available, to Shareholders.
The 2025 Annual Report and the Notice of AGM may also be viewed on the
Company's website at www.bloomsbury-ir.co.uk (http://www.bloomsbury-ir.co.uk)
.
AGM
The Company's Annual General Meeting ("AGM") will be held on Wednesday 16 July
2025 at 12.00 noon at the Charlotte Street Hotel, 15-17 Charlotte Street,
London W1T 1RJ.
National Storage Mechanism
Pursuant to Listing Rule 6.4.1R, electronic copies of the 2025 Annual Report
and the Notice of AGM have been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Additional Information
In accordance with Disclosure Guidance and Transparency Rule 6.3.5R,
additional information is set out in the appendices to this announcement.
The Directors' Responsibility Statement, a description of the Principal Risks
and Uncertainties and details of Related Party Transactions are set out below
in full unedited text extracted from the 2025 Annual Report. The text below
should be read in conjunction with the Company's final results for the period
ended 28 February 2025 which were announced on 22 May 2025. This information
is not a substitute for reading the 2025 Annual Report.
For further information, please contact:
Bloomsbury Publishing Plc
Maya Abu-Deeb, Group General Counsel & Company Secretary maya.abu-deeb@bloomsbury.com
Hudson Sandler +44 (0) 20 7796 4133
Dan de Belder / Hattie Dreyfus / Emily Brooker bloomsbury@hudsonsandler.com
APPENDIX 1: Directors' Responsibilities Statement
The following directors' responsibility statement is extracted from the 2025
Annual Report (page 102):
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the Group
and Parent Company financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group and Parent Company
financial statements for each financial year. Under that law, they are
required to prepare the Group financial statements in accordance with
UK-adopted international accounting standards and applicable law and have
elected to prepare the Parent Company financial statements on the same basis.
Under Company Law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Parent Company and of the Group's profit or loss for
that period. In preparing each of the Group and Parent Company financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable, relevant,
reliable and prudent;
• state whether they have been prepared in accordance with
international accounting standards in conformity with the requirements of the
Companies Act 2006;
• assess the Group and Parent Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern;
and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease operations, or
have no realistic alternative but to do so.
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 its financial statements comply with the Companies
Act 2006. They are 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, and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule 4.1.15R, the
financial statements will form part of the annual financial report prepared
using the single electronic reporting format under the TD ESEF Regulation. The
Auditor's report on these financial statements provides no assurance over the
ESEF format.
Safe harbour
Under the Companies Act 2006, a safe harbour limits the liability of Directors
in respect of statements in and omissions from the Strategic Report and the
Directors' Report. Pages 01 to 213 of the Annual Report, and the front and
back covers to the Annual Report, are included within the Directors' Report by
reference and so are included within the safe harbour.
Responsibility statement of the Directors in respect of the annual financial
report
Each of the Directors, whose names and functions are set out on pages 94 and
95 of this Annual Report, confirms that to the best of their knowledge:
• the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and
the undertakings included in the consolidation taken as a whole; and
• the Strategic Report/Directors' Report includes a fair review of
the development and performance of the business and the position of the issuer
and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
Shareholders to assess the Group's position and performance, business model
and strategy.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Strategic Report and Directors' Report were approved by the Board on 21
May 2025.
APPENDIX 2: Principal Risks and Uncertainties
The following description of the principal risks and uncertainties that the
Company faces is extracted from the 2025 Annual Report (pages 83 to 89):
Key: ↑Increase, ↔No change, ↓ Reduced
Principal Risks
Key area Description Mitigation
Market Market volatility: impact of economic instability, changes in geopolitics or • Bloomsbury combines academic and general publishing in different formats
trading patterns and distributes its products through multiple channels. In addition, we
operate in multiple countries and sell our products worldwide. This
diversified portfolio and customer base, together with our international
Changes during the year
presence, creates a level of resilience in respect of market or
Economic instability, trade wars and/or inflationary pressures may lead to country-specific downturns
↑ changes in consumer demand for products, impacting revenues and margins.
• Close monitoring of revenue streams, lists and channels; range and
diversity of our content; resilience of demand for strong content
• Continued focus on promoting Non-Consumer sales and BDR products
• Continued focus on acquisition opportunities in Academic and digital
publishing to grow the Non-Consumer Division
• Increased marketing and sales activities focused on retaining reader
engagement
• Renewed focus on promotion of reading for pleasure including at key travel
points
• Ongoing focus on expansion in international markets in order to mitigate
against economic downturn in any particular market; international expansion
and penetration of new markets, in line with Bloomsbury's strategic
priorities.
Increased dependence on internet retailing • Grow expert marketing teams skilled in internet sales.
Growth of online retailers may impact the discoverability of Bloomsbury titles • Engage with multiple internet retailers and support independent retailers.
and lead to a reduction in sales channels available to the Group.
• Focus on promoting sales from the Company's own website and on direct
sales to customers
• Increase focus on developing other marketing opportunities and other
revenue streams, e.g. academic and professional digital products, rights and
services
Open access • Develop digital services that deliver mixed Open Access and proprietary
content in the form that customers demand and will continue to pay for.
Policy changes in the UK, Europe and the US are accelerating the requirement
for publicly funded scholarly content to be published on an Open Access basis. • Director of Research and Open Access manages responses to developments in
As from 1 January 2024, UK Research and Innovation (UKRI) UKRI has mandated Open Access publishing and related mandates to ensure the successful
that monographs, book chapters and edited collections that acknowledge UKRI transition to sustainable Open Access business models. Business workflow and
funding to be made Open Access within 12 months of publication. A similar systems are in the process of being adapted to ensure capacity to operate at
mandate applying to all monographs submitted to the Research Excellence scale
Framework (REF) - the UK's system for assessing the quality of research in UK
higher education institutions - may follow. If there is not sufficient public • Open Access publishing initiatives are underway to ensure Bloomsbury is
funding in place, then income from UK-originated monographs that are submitted well placed to continue to serve its UK academic authors, and in preparation
to the REF may be impacted. for the adoption of UKRI's proposed policy in respect of monographs from 2024.
An example is Bloomsbury Open Collections, an innovative commercial Open
Access model. See page 21 for further information
Sales of used books • Digital subscriptions and multiple ebook purchasing models are offered
direct to institutions and students
Sales of used books for academic purposes erode backlist sales.
Rental of textbooks • Develop digital resources and ebook platforms to deliver, direct to
institutions and students, the content and flexible pricing models to suit
US readers may license books from retailers for a limited period at a lower readers' requirements
cost to buying books, with no revenues or royalty paid to the publisher.
Importance BDR revenues and profit • Develop a portfolio of high-quality online content services in markets we
understand well
of digital Revenue and profit from BDR products and services may not grow in line with
our stretching targets. • Use third party content and content partnerships to scale up projects more
publishing
quickly and create economies of scale.
• Continue to invest in internal resource and infrastructure to support
product pipeline
Changes during the year
• Continue to actively pursue Academic acquisition opportunities with
↑ digital potential that will support the scaling up and enhancement of existing
digital products and the creation of new ones.
Reduced budgets for academic libraries and institutions may impact revenue. • Adoption of flexible sales models where budgets for annual subscriptions
are restricted
• Broaden the international institutional customer
base so that the Company is not reliant on sales in specific territories
Legislative and other measures taken in certain US States to restrict access • Adoption of technological measures to enable librarians and administrators
by academic institutions to certain types of content may impact on sales to select content according to local and State regulations
Acquisitions M&A activity • Potential acquisition targets are assessed by the members of the Executive
Committee according to strategic and cultural fit. Thorough pre-acquisition
Acquisitions could deliver lower than expected return on investment. Poor due diligence is conducted by relevant functions, including finance, legal,
acquisitions may result in potential impairment charges. publishing and sales. Capital allocation for acquisitions is determined at
Changes during the year Group level and approved by the Board. Integration plans are developed at
Divisional level and are implemented by a cross-functional team of experts,
↔ with Divisional oversight
• Regular reports are presented to the Board throughout the year on
post-acquisition performance, including an assessment of any variation to the
expected return on investment
Title acquisition Commercial viability • Advances over a certain limit are required to be authorised by the Chief
Executive and Group Finance Director
(Consumer Titles may be acquired that are not commercially, or critically, successful.
• Financial forecasts are prepared prior to acquisition to predict
publishing) commercial success
• Focus on acquiring world rights where possible in order to increase sales
opportunities and mitigate the risk posed by competing editions in open
Changes during the year markets
↔ • Editorial guidelines and policies in place to guide acquisition decisions
Information Cybersecurity/malware attack • Clear governance mechanisms in place which assign responsibility for
systems security and monitoring
and technology Unauthorised access to the Company's systems may result in fraud, a data
privacy breach, theft of intellectual property, inability to access, or damage • Implementation of technological security programmes and controls which are
systems to, vital systems and assets, thus causing financial and reputational damage kept under review and updated to address evolving cyber threats
to the Group.
• Maintenance of appropriate information security and IT acceptable use
policies
Changes during the year
• Training provided to all staff on cybersecurity risk, including regular
↑ phishing simulations
• Appropriate incident response plans in place which include procedures to
recover and restore data and systems in the event of a cyber event
Inadequate internal access controls or security measures • Sensitive personal data is stored securely and protected with password
controls or encryption. User access controls are embedded in the Company's
Inadequate controls over certain processes could lead to sensitive data being finance systems
inadvertently revealed internally or externally.
Financial Judgemental valuation of assets and provisions • Consistent and evidence-based approach to assumptions
Valuations Significant assets and provisions in the balance sheet depend on judgemental • Board approval of key assumptions
assumptions, e.g. goodwill, advances, intangible rights, inventory and returns
provisions.
Changes during the year
↔
Intellectual Erosion of copyright • Ongoing policy of support for copyright and
intellectual property rights as a fundamental facet of publishing; active
Property Erosion of traditional copyrights as a result of legislative developments. engagement with industry bodies including the UK Publishers Association and
the American Association of Publishers to promote the legal protection of
intellectual property rights and respond to proposed legislative measures
relevant to such rights
Changes during the year
↑
Erosion of territorial copyrights as a result of global internet retailing. • Continue to police infringements of the Group's territorial copyrights and
take appropriate action to enforce such rights
Infringement of Group IP by third parties, including as a result of the • Undertake targeted enforcement action against third-party infringers,
development of AI technologies independently and in cooperation with industry bodies in the markets in which
we operate
Failure to adequately manage and protect the Group's intellectual property
rights (including trademarks and copyright) may damage the value of our core • Implement appropriate digital rights management protection in
assets and impact on profits. respect of ebooks and digital formats
• Inclusion of appropriate provisions and restrictions regarding the use
of Bloomsbury's proprietary content in contracts with third parties
Reliance on key Failure of key partners or breakdown in key partner relationships; disruption • Relationships with key partners are closely monitored and actively managed
to the supply chain as a result of external factors e.g. extreme weather or by senior managers. This includes frequent and regular engagement with key
Counterparties; supply chain resilience geopolitical events counterparties in order to ensure open communication and cooperation and to
identify potential issues that may impact on the Company's business at the
Failure of key partners or breakdown in key partner relationships; disruption earliest opportunity. Other mitigations include having appropriate contracts
to the supply chain as a result of external factors e.g. extreme weather or and service level agreements in place, and interrogating the business
Changes during the year geopolitical events continuity plans of key partners
↑ • Regular review of global supply chain resilience by a cross-functional
Supply Chain Working Group to ensure proactive steps are implemented to
The failure of key partners could result in a significant disruption to the mitigate supply chain risks and prioritise supply of print titles; the Group's
Group's business activities, resulting in lower levels of trading and formal risk register documents specific, critical supplier risks and
revenues. associated mitigation and resilience plans, which are kept under regular
review
• Ongoing diversification of supplier base
The Group's ability to meet customer demand for print products depends on
timely supply from our printing partners. This may be impacted by the • Increased local printing to mitigate shipping delays and disruptions
availability of raw materials (e.g. paper pulp) and ongoing global supply
chain disruption.
A breakdown in key commercial relationships could impact future publishing
opportunities.
Talent Failure to attract and retain key talent and create an inclusive and • Ongoing employee engagement measures to improve employee experience
supportive environment in which the Group's employees can thrive and organisational culture; more information on these measures is set out on
Management and retention
pages 46 to 49 of this Annual Report
Inability to recruit individuals with the necessary skills and experience
could impact on Bloomsbury's ability to innovate and grow. • Continued focus on employee development through training and
mentoring programmes for early and mid-career employees
Changes during the year
• Provision of executive coaching for senior staff
↓ Loss of key talent could lead to loss of skill and knowledge from the
business, result in decreased efficiency, impact on staff motivation and • Ongoing Employee Voice Programme, allowing every employee to have
undermine external relationships. their voice heard directly by senior management and the Board. HR initiatives
are implemented in response to matters raised during Employee Voice Meetings
• Formal appraisal system provides the opportunity to identify
learning and development opportunities to support career progression and
succession planning
• Ongoing monitoring and tailoring of remuneration and benefit schemes
to attract and motivate the best talent at appropriate levels of cost
• Ongoing focus on fostering an inclusive culture, which supports the
promotion of a diverse workforce with the benefits which diversity of skills,
experience, backgrounds and thought bring in respect of the delivery of the
Group's strategic objectives
• Global staff turnover by Division and functional area is reported to the
Executive Committee and monitored against agreed thresholds
Legal and Breach of key contracts by the Company • Relevant individuals within the business who are engaged in activities
which relate to or are governed by key contracts are made aware of the terms
Compliance Breach of a key contract by the Company could result in a claim for damages of such contracts. Legal advice is sought from the Group's legal function
and/or termination of the contract by the relevant counterparty, resulting in where appropriate to ensure performance by the Company in accordance with
financial loss to the Group. contractual terms
Changes during the year
↔
Inadequate regulatory compliance • Annual Report and Accounts is reviewed internally by the Head of Group
Finance and the Group Finance Director, and externally by the Group's
Failure to comply with regulations relating to the reporting of annual appointed Auditor. Material balances are tested in accordance with relevant
financial reports may lead to a range of sanctions including fines, standards. The Head of Investor Relations and the Group Company Secretary
imprisonment, reputational damage, and delisting. advise on content requirements under relevant regulation/legislation.
Failure to comply with applicable laws and regulations relevant to the Groups • Mitigation in respect of the risk of a data breach is noted above in
products and services may impact on sales connection with Information Technology and Systems
• Since the introduction of the General Data Protection Regulation ("GDPR"),
which came into force in May 2018, the Company has implemented a range of
measures to ensure compliance with the requirements of GDPR. These include the
implementation of policies and guidance in key areas, the provision of
training to employees, reviewing and updating the Company's data collection
methods and marketing communications, updating supplier terms and conditions,
and updating privacy policies on the Company's websites. The Company has
appointed a Data Protection Officer to oversee GDPR compliance
Failure to comply with applicable laws and regulations relevant to the Groups • Ongoing monitoring of legislative and regulatory developments which
products and services may impact on sales affect the Group's products and services by the Group's Legal Department;
external specialist advice is sought as required
• Cross-functional working groups and steering
committees established to address the measures required to respond to specific
relevant legislative and regulatory developments including any changes which
may be required to the Group's supply chain in respect of particular products
and services.
Reputation Investor confidence • Diversify the Company's portfolio of products and services to reduce
dependencies on individual customers, sales channels and markets
City confidence undermined by events outside of the Company's control, e.g.
collapse of a retailer.
Changes during the year
↔
Cost inflation Print Supply and distribution costs; staff costs • Long-term contracts with key suppliers to manage and mitigate cost
increases; active price management of Bloomsbury products to recover
Increased production and distribution costs resulting from disruption to the incremental costs; diversification of supplier base
supply chain, or increases to energy prices and raw materials could impact on
Changes during the year margin and achievement of the Group's financial targets. • Staff costs are managed as part of the Group's budgeting process and
annual salary reviews
↓
Increased staff costs as a result of inflation or legislative changes.
APPENDIX 3: Related Party Transactions
The following details of 'Related party transactions' are shown in note 27 to
the Company Financial Statements on page 191 of the 2025 Annual Report.
27. Related party transactions
There are no related party transactions other than key management remuneration
as disclosed in note 5.
The following detail on staff costs is extracted from note 5 (page 169):
5. Staff costs
The Group considers key management personnel as defined under IAS 24 "Related
Party Disclosures" to be the Directors of the Company; this includes
Non-Executive Directors, and the heads of the global divisions, major
geographic regions and departments who are actively involved in strategic
decision-making that make up the Executive Committee (for membership see pages
96 to 97 for further details).
Total emoluments for Executive Directors and other key management personnel
were:
Year ended Year ended
28 February 29 February
2025 2024
£'m £'m
Short-term employee benefits 5.8 6.3
Post-employment benefits 0.2 0.2
Share-based payment charge 1.2 1.3
Total 7.2 7.8
The following detail on related parties is extracted from note 46 (page 209):
46. Related parties
Trading transactions
During the year the Company entered into the following transactions and had
the following balances with its subsidiaries:
28 February 29 February
2025 2024
£'m £'m
Sale of goods to subsidiaries 15.5 11.8
Management recharges 18.7 16.0
Commission payable to subsidiaries 0.4 0.3
Finance income received/receivable from subsidiaries 0.1 0.1
Finance costs paid/payable to subsidiaries 0.6 0.6
Amounts owed by subsidiaries at year end 11.1 10.7
Amounts owed to subsidiaries at year end 93.0 81.7
All amounts outstanding are unsecured and will be settled in cash. £0.5m
provision has been made for doubtful debts in respect of the amounts owed by
subsidiaries (2024: £0.5 m).
Key management remuneration is disclosed in note 5.
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