Untitled

Bloomsbury

Publishing Plc

Annual Report and Accounts 2023

Our mission is to be an

entrepreneurial, independent

publisher of works of excellence

andoriginality.

Our purpose is to inform,

educate,entertain and inspire

readers of allages.

We champion a life-long love of

reading and learning to help build a

reading culture with all the benefits

which that brings to society.

Contents

Overview

Highlights of Financial Year 2022/2023 02

Investment Case 04

Bloomsbury at a Glance 06

Bloomsbury’s Culture 10

Chairman’s Statement 14

Strategy Report

Marketplace 16

Business Model 20

Strategy 22

Bloomsbury’s Strategic Priorities 24

Chief Executive’s Review 26

Key Performance Indicators 32

Divisional Overview

– Consumer Division 34

– Non-Consumer Division 38

Our International Offices 42

Financial Review 44

Section 172 Directors’ Duties Statement 50

Engagement With Stakeholders 52

Corporate Social Responsibility 59

– Our Colleagues 64

– Diversity, Equity and Inclusion at Bloomsbury 69

– Our Communities 74

– Our Environment 80

Task Force on Climate-Related Financial Disclosures (TCFD) 88

Principal Risks and Risk Management 103

Governance

Chairman’s Introduction to Corporate Governance 113

Corporate Governance Framework 115

Members of the Board 116

Executive Committee 118

Directors’ Report 120

Corporate Governance Report 126

Nomination Committee Report 133

Audit Committee Report 137

Directors’ Remuneration Report 143

Financial Statements

Independent Auditor’s Report 170

Consolidated Income Statement 176

Consolidated Statement of Comprehensive Income 177

Consolidated Statement of Financial Position 178

Consolidated Statement of Changes in Equity 179

Consolidated Statement of Cash Flows 180

Notes to the Financial Statements 181

Company Statement of Financial Position 224

Company Statement of Changes in Equity 225

Company Statement of Cash Flows 226

Notes to the Company Financial Statements 227

Additional Information

Five Year Financial Summary 239

Company Information 240

Legal Notice 241

Notice of the Annual General Meeting 242

Annual Report and Accounts 2023

Stock code: BMY

Financial Highlights

Revenue Organic revenue

Profit before taxation

andhighlighted items

Profit before tax

£264.1m

+15%

£231.6m

+9%

£31.1m

+16%

£25.4m

+15%

£185.1m

£230.1m

£264.1m

22/2321/2220/21

£185.1m

£212.7m

£231.6m

22/2321/2220/21

£19.2m

£26.7m

£31.1m

22/2321/2220/21

£17.3m

£22.2m

£25.4m

22/2321/2220/21

Adjusted diluted earnings

(pence per share)

Diluted earnings

(pence per share) Net cash

Final dividend

(pence per share)

30.56p

+18%

24.54p

+21%

£51.5m

+25%

10.34p

+10%

18.68p

25.94p

30.56p

22/2321/2220/21

16.71p

20.33p

24.54p

22/2321/2220/21

£54.5m

£41.2m

£51.5m

22/2321/2220/21

7.58p

10.34p

9.40p

22/2321/2220/21

Notes

1. Organic revenue for the year is defined as total revenue less revenue attributable to the acquisitions of Head of Zeus (“HoZ”), Red Globe Press (“RGP”) and

ABC-CLIO LLC (“ABC-CLIO”), completed during 2021/2022.

2. Highlighted items comprise amortisation of acquired intangible assets and legal and other professional costs relating to ongoing and completed acquisitions

and restructuring costs.

3. Adjusted diluted earnings per share is calculated from profit before tax and highlighted items with taxation on profit before tax and highlighted

itemsdeducted.

www.bloomsbury.com

Bloomsbury Publishing Plc

Highlights of Financial Year 2022/2023

Operational Highlights

Non-Consumer Division

• Non-Consumer revenue growth of 19% to £97.4million

(2021/2022: £81.9 million). Organic revenue growth

was 3%.

• Non-Consumer profit before taxation and highlighted

items

increased by 43% to £13.1 million (2021/2022:

£9.1million).

• Academic & Professional revenue growth of 28% to

£75.7 million (2021/2022: £59.3 million) and profit before

taxation and highlighted items

up 37% to £12.4 million

(2021/2022: £9.1 million), with prior year acquisitions

contributing £21.5 million revenue (2021/2022:

£8.4million).

• Bloomsbury Digital Resources (“BDR”) revenue growth

of 41% to £26.2 million (2021/2022: £18.6 million) driven

by strong demand for existing BDR products and growth

from the acquisition of ABC-CLIO. Organic revenue

growth was 18%.

• New BDR target is to achieve further 40% organic

revenue growth over the five years to 2027/2028, to reach

turnover of approximately £37 million.

Consumer Division

• Consumer revenue growth of 12% to £166.7 million

(2021/2022: £148.2 million). Organic revenue growth

was 12%, with the prior year acquisition contributing

£11.0million revenue (2021/2022: £9.0 million) to

Adult Trade.

• Consumer profit before taxation and highlighted items

up 2% to £18.1 million (2021/2022: £17.8 million).

• Adult Trade revenue up 5% to £57.8 million (2021/2022:

£55.2 million) and profit before taxation and highlighted

items

of £1.0 million (2021/2022: £2.0 million).

• Children’s Trade revenue growth of 17% to £108.9 million

(2021/2022: £93.0 million) and profit before taxation and

highlighted items

up 9% to £17.2 million (2021/2022:

£15.8 million).

• Sales growth of Sarah J. Maas’ titles of 51%; Harry Potter

sales were strong during the 25

anniversary year.

Sarah J. Maas

Bloomsbury Opera Collections

Stock code: BMY

Annual Report and Accounts 2023

Overview

Driven

by purpose

Fundamental to our purpose is

the social impact that comes from

publishing. Books play a vital

cultural and educational role, by

both reflecting and shaping society,

and by helping to build a strong

knowledge-based economy. Literacy

is an essential skill to enable people

to reach their full potential and for

social and economic participation.

Our books – whether for the general

reader or those intended for academic

audiences – can have a positive

impact and can help make the world

abetter place.

Focused

acquisitionstrategy

Bloomsbury has a strong track

record in strategic acquisitions, with

33acquisitions completed since

the inception of the Company,

and 19 since 2008. We are actively

considering further acquisition

opportunities in line with our

long-term growth strategy. Our

focused acquisitions strategy supports

long-term growth, strengthening

existing areas of publishing, allowing

us to expand into new areas, and

accelerating our digitaloffering.

driven by purpose

Bloomsbury’s strong financial position and cash generation, combined

academic and general publishing, investment in acquisitions, access to global

markets and partners, and its reputation for excellence and originality support

the Group’s long-term growth.

Diversied portfolio

Focused M&A strategy

Diversified publishing

in multiple formats

Bloomsbury is the only major UK

publisher to combine general and

academic publishing, balancing the

steady, high margins of academic

publishing against the volatility of

trade publishing with its explosive

upside potential as demonstrated

by bestsellers such as Harry Potter,

the highest-selling children’s series

of our time. Bloomsbury has a back

catalogue of over 70,000 active titles

in multiple formats and a wide range

of digital resources covering a variety

of disciplines in the Humanities, Social

Sciences, Visual Arts, and Performing

Arts. Our titles and products appeal

to a wide range of audiences, with

an increasing percentage classified

as “must have” for professionals,

academics and students. Our

Consumer lists are increasingly

diverse, with sizeable lists in specific

areas of non-fiction, such as cookery,

sport, crime, natural history, health

and wellbeing as well as bestselling

award-winning fiction lists for both

adults and children. This diversified

portfolio has enabled Bloomsbury

to benefit from the accelerated shift

from print to digital products resulting

from the pandemic, and increased

consumer demand for titles across

multiple platforms and formats.

www.bloomsbury.com

Bloomsbury Publishing Plc

Investment Case

Samantha Shannon

Strong financial

position and liquidity

Bloomsbury’s growth remains strong

as a result of the successful execution

of our diversified, international

strategy, organic digital growth, and

our acquisition strategy, delivering

record results for 2022/2023 with

year-on-year revenue growth of 15%

to £264.1 million and profit growth

of 16% to £31.1 million. Most of

Bloomsbury’s turnover each year

comes from its backlist: repeat sales

on older titles and services. Over

73% of revenue comes from outside

the United Kingdom. An increasing

percentage of revenue derives from

digital formats, including significant

annual subscription income.

Bloomsbury had cash reserves of

£51.5 million at 28 February 2023, the

result of continued strong demand

for Bloomsbury titles in all formats,

excellent sales of our digital products

and a profitable product mix.

Brand

reputation

Bloomsbury’s reputation is for

excellence and originality and our

brand is recognised worldwide.

Our publishing is known for its high

production and design values, and

our Academic list for its scholarly

excellence and focus on digital

delivery to the modern scholar

andstudent.

Global markets

andpartners

Bloomsbury is a worldwide publisher

with offices in London, Oxford, New

York, Santa Barbara, Sydney and New

Delhi, and a joint venture in China.

Bloomsbury has relationships with

over 4,000 business customers in over

90 countries worldwide. Bloomsbury’s

customer base in the retail market

ranges from small independent

bookshops to large online retailers.

In addition, we have relationships

with wholesalers for print and

ebooks, which supply retailers and

libraries, both public and academic.

Bloomsbury also sells direct to

educational and academic institutions

and corporate and professional

bodies via our Academic &

Professional digital resource platforms

(“Bloomsbury Digital Resources” or

“BDR”), and direct to consumers via

our consumer-facing websites.

Strong Financial position driven by purpose

global customer base

reputation

Voice actors

involved in

Illuminations

audiobook

Trespasses

window display

at Daunt

bookshop

Stock code: BMY

Annual Report and Accounts 2023

Overview

Bloomsbury Publishing Plc is an entrepreneurial, independent publisher, with

offices in London, Oxford, New York, Santa Barbara, Sydney and New Delhi,

and a joint venture in China. Bloomsbury was founded in 1986 by its Chief

Executive Nigel Newton and three other publishers, and following significant

early success, the Company floated on the main London Stock Exchange in 1994.

Bloomsbury combines academic,

educational, general fiction and

non-fiction publishing for the

general reader, children, teachers,

students, libraries, researchers

andprofessionals.

We bring together the best talent

in publishing by combining our

dedicated, passionate colleagues and

our bestselling authors. Through our

single-minded commitment to quality,

vigorous pursuit of growth, focus on

digital publishing and our diversified,

international strategy, Bloomsbury has

grown to become one of the world’s

leading independent publishers in

academic, educational and general

consumer publishing.

Operating Divisions

The Group is organised as two worldwide publishing Divisions supported by

global back office functions. These Divisions reflect the core market segments for

our different publishing activities.

Revenue split by division

37%

63%

Consumer Non-Consumer

Revenue split by subdivision

41%

22%

Adult Children’s

29%

Academic &

Professional

Special Interest

www.bloomsbury.com

Bloomsbury Publishing Plc

Bloomsbury at a Glance

£166.7m

Revenue

£18.1m

PBTA

Consumer Division

The Consumer Division comprises

the Adult Trade and Children’s Trade

subdivisions. It publishes trade books

for both adult and child readers

and sells these books globally.

TheConsumer Division publishes over

800 new titles per year, in print, ebook

and audio book formats.

Adult Trade division core areas

ofpublishing:

• Bloomsbury Trade – focuses on

the core existing areas of current

publishing, including prize-winning

literary fiction and non-fiction;

bestselling crossover and book club

fiction, groundbreaking non-fiction

(history/politics/science/ideas/

psychology), nature writing, culture,

memoir and poetry.

• Bloomsbury Lifestyle – builds on

Bloomsbury’s cookery publishing,

and the development of more

illustrated non-fiction, including

wellbeing and books for the

giftmarket.

• Bloomsbury General – includes

the bestselling and prize-winning

Raven imprint, and expands into

new key areas of commercial

fiction, genre fiction (including

science-fiction and fantasy) and

popular culture.

Bestselling authors include

SamanthaShannon, Peter Frankopan,

Susanna Clarke, Khaled Hosseini,

Kiley Reid, Ann Patchett, Kamila

Shamsie, PatriciaLockwood, Madeline

Miller, George Saunders, Abdulzarak

Gurnah, LizGilbert, Amia Srinivasan,

TomKerridge and Paul Hollywood.

The Consumer Division also includes

Head of Zeus, which was acquired

in 2021 and was fully integrated

into the Group’s operations during

2022/2023. Head of Zeus publishes

genre fiction, narrative non-fiction and

children’s books. Bestselling authors

on the list include Dan Jones, Cixin

Liu, Victoria Hislop, Lesley Thomson,

andElodieHarper.

Children’s Trade division core areas

ofpublishing:

• Illustrated and picture books;

• Activity books;

• Young adult fiction and

non-fiction; and

• Preschool titles.

Major authors include J.K. Rowling,

Sarah J. Maas, Louis Sachar, Neil

Gaiman, Sarah Crossan, Martha

Mumford, Katya Balen and

KatherineRundell.

* PBTA is profit before taxation, amortisation of acquired intangibles and other highlighted items.

Stock code: BMY

Annual Report and Accounts 2023

Overview

Bloomsbury Digital

Resources

Bloomsbury Digital Resources is

committed to serving a global

community of students, scholars,

instructors, professionals and

librarians with creative online research

and learning environments that deliver

excellence and originality, leveraging

Bloomsbury’s extensive portfolio of

academic and professional content.

Key products include:

• Bloomsbury Video Library;

• Bloomsbury Collections;

• Drama Online;

• Bloomsbury Fashion Central;

• Bloomsbury Architecture Library;

• Study Skills; and

• Bloomsbury Professional Online.

Bloomsbury Special

Interest

Bloomsbury Special Interest publishes

expert content for dedicated and

passionate communities, which

supports hobbies and interests,

promotes health and wellbeing and

encourages curiosity and learning.

• Books, audiobooks, games and

digital reference; and

• Core disciplines include sport and

wellbeing, history, current affairs,

science and nature, the creative

arts and games.

Key brands include Wisden

Cricketers’ Almanack, the Writers’

and Artists’ Yearbook, Who’s Who

and partnership publishing with the

RSPB, The National Trust and the

WellcomeCollection.

Non-Consumer Division

The Non-Consumer Division

comprises the Academic &

Professional, Special Interest and

Education publishing subdivisions

within Bloomsbury. The Division’s

activities are focused on life-long

learning and publishing books and

digital resources to support research,

study, professional careers, hobbies,

skills and interests.

Bloomsbury Academic

&Professional

Bloomsbury Academic & Professional

publishes content and resources to

support students in their learning and

scholarly research, help classroom

teachers discover innovative ways to

teach, and enable professionals to

re-skill and develop in their careers.

Core areas of publishing:

• Books for students and scholars

in the arts, humanities and

socialsciences;

• Digital resources and databases

for higher education and

schoollibraries;

• Books and digital resources

forprofessionals;

• Educational content for primary

and secondary schools; and

• Professional development content

for teachers and trainee teacher.

Notable authors include Carol J.

Adams, Kehinde Andrews, Karl

Barth, Mary Beard, Caryl Churchill,

Bernard Crick, Frantz Fanon, Paulo

Freire, M A K Halliday, Luce Irigaray,

Nina Jankowicz, Arthur Miller, Valerie

Steele, Ayanna Thompson, Rafia

Zakaria and Slavoj Žižek.

www.bloomsbury.com

Bloomsbury Publishing Plc

Bloomsbury at a Glance

continued

Bloomsbury Education

Bloomsbury Education publishes

content to support primary and

secondary school education,

including classroom and professional

development resources for teachers.

Imprints include Bloomsbury

Education, Andrew Brodie and

Featherstone Education.

Core areas of publishing:

• Educational fiction;

• Children’s poetry;

• Teachers’ books; and

• Learning apps and digital platforms.

Bestselling series include Bloomsbury

Readers, which includes stories by

award-winning authors for every

National Curriculum reading band,

and Andrew Jennings’ vocabulary

and reading workbooks Vocabulary

Ninja and Comprehension Ninja and

mathematics workbooks Arithmetic

Ninja and Times Tables Ninja.

We bring together the best talent

in publishing by combining our

dedicated, passionate colleagues

and our bestselling authors and

illustrators.

£97.4m

Revenue

£13.1m

PBTA

* PBTA is profit before taxation, amortisation of acquired intangibles and other highlighted items.

See pages 34 to 41 of this Annual Report for further information

on Bloomsbury’s publishing Divisions.

Stock code: BMY

Annual Report and Accounts 2023

Overview

Lunchtime author talk with Louise Gray

Bloomsbury’s culture is shaped by our purpose and our people, and reflects our

shared values. In turn, our culture shapes the way we do things, informs the

decisions we make and enhances the spirit of cohesion and belonging amongst

Bloomsbury colleagues. It is the foundation of our success.

The Board and senior management

seek to promote a culture of

partnership and trust, creativity

and collaboration, inclusivity and

respect, entrepreneurship and

agility in support of individual and

collectivesuccess.

Our purpose

Our purpose is inherent in what we

do, bringing us together in a common

cause and guiding us in our long-term

business strategy. We believe that

our long-term progress requires us

to deliver commercially sustainable

social impact. Our purpose inspires

Bloomsbury people to be creative and

innovative, and to make a difference

to society through the works that

wepublish.

Our colleagues

Bloomsbury is the only major UK

publisher to combine general and

academic publishing. The breadth

of our publishing brings together

the best talent across a variety of

disciplines, including expertise in

digital, ebooks and audio publishing;

Open Access, academic and

professional publishing; working

with universities and libraries; and

excellence in literary fiction and

non-fiction, cookery, children’s

education and illustration. This broad

and diverse range of talent provides

an environment where best practice is

shared across different disciplines and

teams. This fusion is enhanced by the

regular addition of new companies

and publishing lists, bringing fresh

talent and diverse perspectives to

the Company. Since Bloomsbury’s

inception, the Company has acquired

33 publishers and imprints.

Bloomsbury’s success is due to

the belief, commitment and hard

work of our talented employees.

Our colleagues consistently

demonstrate adaptability, optimism,

an entrepreneurial spirit and dogged

determination to capitalise on positive

market trends and demand for our

books. Their collaborative spirit and

unwavering focus on delivering the

Company’s strategic goals, despite

economic pressures and global

supply chain issues, are reflective of

Bloomsbury’s strong, positive and

vibrant culture.

www.bloomsbury.com

Bloomsbury Publishing Plc

Bloomsbury’s Culture

Our values

Independence

independentindependent

Ethical attitude

ethical

Entrepreneurial

spirit

entrepreneurial

Determination

determined

Inclusiveness

inclusive

Collaboration

collaborative

Optimism

optimistic

The Author Lounge

The Board and senior management

seek to create a working environment

where Bloomsbury employees have a

sense of belonging, understand their

value, and are committed to both

personal and organisational desired

outcomes. We are determined to

nurture and develop our employees

to their highest potential and to

promote a working environment

that is inclusive, supportive and

ethical. Our overriding priority is the

wellbeing of our staff, and we have

continued to implement a range of

HR initiatives focused on supporting

our employees, personally through

challenging economic circumstances,

including by way of cost-of-living

support, and professionally, by

continuing to focus on our Diversity,

Equity and Inclusion work.

Read more about employee

engagement and experience on

pages 64 to 73 of this AnnualReport.

Our values frame how we work with each

other and with our partners, and shape

the culture ofBloomsbury.

These values drive Bloomsbury to have:

• An intense author focus;

• A determination to create an

environmentally sustainable business;

• A creative and innovative approach to

achieving our long-term goals;

• Integrity and respect in our dealings with

each other and with our partners; and

• A focus that supports Diversity, Equity

and Inclusion.

They are essential to achieving our purpose.

Stock code: BMY

Annual Report and Accounts 2023

Overview

Transforming our office spaces

Bringing everyone together

Company Summer

Picnic 2022

Colleagues socialising

in the Craft House

At Bedford Square, several spaces were refurbished

during the period that staff had been working from

home as a result of the pandemic. Celebrated interior

designers, Minne and Kit Kemp, of The Firmdale

Hotel Group, transformed the reception, conservatory

and first floor Mews space to create three stunning,

colourful and welcoming spaces: the Author Lounge,

the Orangery and the Craft House. With their use of

vibrant textiles and quirky flourishes, the designers

created three distinct spaces that capture the

character and creativity of Bloomsbury. The Author

Lounge is an open space for Bloomsbury authors to

drop in and enjoy and is perfect for small receptions

and signings. The Orangery is now a buzzing central

hub, where colleagues come for casual meetings

and social lunches. Author talks are also hosted in

this bright and adaptive space. The Craft House is

used for meetings, events and receptions, where

colleagues come together for work meetings and to

socialise. The refurbishment of Bloomsbury’s offices

to provide welcoming spaces where colleagues

can meet to exchange ideas and collaborate on

projects, and where authors and staff can discuss the

works published by Bloomsbury, serves to support

Bloomsbury’s values and promote a culture of

excellence and inclusivity.

In July 2022, the Company held a summer picnic

for our colleagues. For many, this was the first time

they had seen each other since Bloomsbury’s offices

were closed at the start of the pandemic in March

2020. It was an opportunity to bring the Company

together, for colleagues to reconnect and meet new

colleagues, and to be reminded of the benefits of

in-person interaction and connection. This marked

the beginning of a formalised transition back to

office life and culture, and in September 2022 the

Company implemented a hybrid working policy of

two days working in the office and three days working

from home. This has enabled colleagues to have the

benefits of both ways of working.

www.bloomsbury.com

Bloomsbury Publishing Plc

Bloomsbury’s Culture

continued

Inspirational authors

Our relationships with stakeholders

Author Yeva

Skalietska signing

books in the

Author Lounge

Kamila Shamsie

signing books for staff

Following the hybrid return to Bloomsbury’s offices

in September 2022, we were able to reinstate an

important feature of Bloomsbury office life: our

programme of author talks, hosted for the benefit

of Bloomsbury employees. These are intrinsic to

Bloomsbury’s culture and are extremely popular with

our colleagues. They afford employees from across

the Company, including those who do not have

regular contact with authors, the opportunity to gain

insight into the creative process, different approaches

to writing, the author inspiration behind – and

ambition for – particular titles, and the societal and

cultural impact which books can have. Bloomsbury

author talks are an important opportunity for all

colleagues to engage directly with Bloomsbury’s

mission andpurpose.

The decisions taken by the Group inevitably affect

our stakeholders and the Group has a responsibility

to take their interests into consideration in its

decision-making processes. Our relationships with

customers, business partners and investors underpin

our business, and we aim to work collaboratively to

ensure those relationships deliver benefits for our

stakeholders as well as for Bloomsbury. Effective and

ongoing engagement is crucial to understanding the

interests and priorities of different stakeholder groups,

which enables us to respond and adapt appropriately

to ensure we meet our strategic priorities, continue

to build a sustainable business, and create long-term

value for these stakeholder groups. Our engagement

with stakeholders, and the decisions we make which

may have an impact on them, are informed by

ourvalues.

See pages 52 to 58 for more information on our key

stakeholder groups and stakeholder engagement.

Stock code: BMY

Annual Report and Accounts 2023

Overview

In a challenging year for the global economy, Bloomsbury has,

again, produced record results. This performance has been built

on the success of our long-term growth strategy, reflected in

theseresults in a number of different ways.

First comes the continued expansion

of Bloomsbury Digital Resources,

which delivered rapid sales growth

with the help of the successful

acquisitions of ABC-CLIO and RGP.

Next comes our investment in

talented authors. Here the standout

contribution in the year came from

Sarah J. Maas.

Two high priorities for Bloomsbury

are its continuing programme of

incremental acquisitions and a

progressive dividend policy. Both

are made possible by the way

investment in high-quality content

is fuelling strong customer demand

and generating the cash flow needed

to fund further acquisitions and

higher dividend payments. Subject

to shareholder approval of the final

payment, dividends over the past ten

years will have risen at a compound

annual rate of eight per cent.

Underpinning all this is our

determination to be an attractive

employer for talented people seeking

a career in publishing, regardless

of background or identity and,

thereby, adding to the firepower of

our business operations. With this

in mind, we have been working hard

to develop our policies on Diversity,

Equity and Inclusion, along with

improved pay structures and clearer

pathways for career progression.

We are also conscious of our

responsibility to the environment

and the need to take this into

account in all our business practices.

Theassessments we have conducted

so far indicate that the Group is not

likely to be significantly affected by

climate issues, but we have more work

to do to understand and monitor the

risks and their potential impact.

In a world of publishing giants,

Bloomsbury is proud to be an

independent house growing

successfully in both the consumer and

academic markets. We are investing

in our existing teams to generate

further organic growth, and we are

keenly searching for new acquisitions

to reinforce our portfolio of products.

Our revenues have risen by nearly

two-thirds in the past five years and

our profits have more than doubled.

But our personality and our values

are unchanged, and remain central to

our success. I would like to thank our

partners, authors, and above all our

colleagues for making this possible.

Sir Richard Lambert

Non-Executive Chairman

Bloomsbury Publishing Plc

Sir Richard Lambert

Non-Executive Chairman

www.bloomsbury.com

Bloomsbury Publishing Plc

Chairman’s Statement

Marketplace 16

Business Model 20

Strategy 22

Bloomsbury’s Strategic Priorities 24

Chief Executive’s Review 26

Key Performance Indicators 32

Divisional Overview

– Consumer Division 34

– Non-Consumer Division 38

Our International Offices 42

Financial Review 44

Section 172 Directors’ Duties Statement 50

Engagement With Stakeholders 52

Corporate Social Responsibility 59

– Our Colleagues 64

– Diversity, Equity and Inclusion at Bloomsbury 69

– Our Communities 74

– Our Environment 80

Task Force on Climate-Related Financial Disclosures (TCFD) 88

Principal Risks and Risk Management 103

Strategic Report

Annual Report and Accounts 2023

Stock code: BMY

Strategic

report

Our geographical reach

Our teams based in London, Oxford, New York, Santa

Barbara, New Delhi, Sydney, and Beijing serve all territories,

selling and distributing our products worldwide in multiple

formats and via multiple channels: in print, as ebooks and

audio books, through digital downloads and apps and

via online educational databases; in schools, libraries and

universities; and through physical and online wholesalers

and retailers.

48%

27%

UK Australasia

North America Far and Middle East

Continental Europe Rest of World

Indicates revenue by destination of sales

Consumer

• Adult Readers

– fiction, non-

fiction, poetry and

cookery; and

• Young Readers

(Children and

Young Adults) –

fiction, non-fiction,

picture books,

pre-school titles and

activity books.

Non-Consumer

• Academic institutions;

• Libraries;

• Corporates;

• Professional bodies;

• Academics and students;

• Primary and secondary

schools;

• Teachers and trainee

teachers; and

• Specialist interest

communities.

Market segments

Bloomsbury’s publishing encompasses a wide range of

genres and sectors, spanning adult fiction and non-fiction,

children’s books, specialist trade non-fiction, digital

academic and professional resources, as well as social

sciences monograph publishing and text book publishing.

Consequently, our customers span a wide range of market

segments, as illustrated below.

Bloomsbury

office USA

Santa Barbara

Bloomsbury

offices UK

London,

Oxford

Bloomsbury

office USA

New York

Bloomsbury

office India

New Dehli

China joint

venture

Beijing

Bloomsbury

office AUS

Sydney

www.bloomsbury.com

Bloomsbury Publishing Plc

Marketplace

Marketplace Trends

Trend Description Our response

Global supply chain

Supply chain issues that were widespread during

2021/2022 continued into 2022/2023, although

conditions improved. The costs of freight, paper

and printing, which had increased due to pandemic-

related pressures, eased, although production costs

remain elevated due to rising energy prices and

geopolitical events, including the war in Ukraine

impacting on paper supply.

The Group liaises closely with its partners to manage

supply chain issues and has adjusted its printing

strategies from time to time in order to respond

to changing circumstances. Ongoing monitoring

of paper stocks held at printers ensures the

availability of paper supply for the manufacture of

Bloomsbury’sbooks.

Product pricing is continually reviewed and

calibrated appropriately to ensure the commercial

viability of Bloomsbury products taking into account

increased costs.

Inflationary

environment

Global inflation swiftly followed supply chain

challenges during and following the pandemic

and has impacted all industries and markets,

with publishing no exception. Publishers

have had to assess and respond to significant

inflationary pressures across every element of their

businessmodel.

Cost-of-living pressures, which have impacted

consumer purchasing decisions in other sectors,

do not appear, for the time being, to be having

a material impact on book sales. Demand for

consumer books, in particular fiction, children’s and

audio books has remained strong, despite global

economic challenges.

Key functions within the Group continually

monitor the impact of price increases to services

and raw materials purchased by the Group, and

budgetappropriately.

Inflationary impacts across the supply chain are

considered in the Group’s product pricing strategies

and reviews; these also take into account consumer

purchasing trends, which are closely monitored by

Bloomsbury’s Sales teams to ensure an appropriate

response to changes in consumer behaviour from

time to time.

Growth in digital

– academic digital

resources

Strong demand for digital resources continues

following the pivot, during the pandemic, by

academic institutions to digital learning formats.

Growth in digital content reflects the adoption of

hybrid teaching methods as digital learning habits

become embedded in educational institutions

catering to the “digital native” generation.

Bloomsbury continues to expand its digital offerings

and Bloomsbury Digital Resources, launching new

products and adding content to our existing on-line

subject hubs. We continue to work with educational

institutions to ensure flexibility over formats and

choice of content that meets the requirements of

faculty and students as digital learning continues

toevolve.

In 2022/2023, Bloomsbury added a further c. 2,000

titles, including textbooks, to its leading Bloomsbury

Collections platform. The acquisition of ABC-CLIO

in 2021/2022 has increased Bloomsbury’s market

share of the US high school market. In 2022/2023,

Bloomsbury launched several new digital resources,

including The Asian American Experience, a

curriculum and research database for schools, and

the Bloomsbury Video Library, with over 2,000 videos

in the Arts andHumanities.

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Trend Description Our response

Growth in digital –

audio books

The audio book market continues to grow, with

consumers in all age groups purchasing digital

audio. The UK Publishers Association reported an

8% increase in digital downloads in 2022 and, in the

US, the Association of American Publishers reported

an increase of 7% in digital audio downloads on the

prior year.

Bloomsbury continues to invest in audio acquisition,

production and promotion to meet the ever-

increasing demand for this format. Revenue from

sales of Bloomsbury digital audiobooks in 2022/2023

increased by 31% on the prior year. Stolen Focus

by Johann Hari was Bloomsbury’s bestselling audio

title of 2022/2023 and was named in Audible’s Best

Audiobooks of 2022.

Open Access

in academic

publishing

Policy changes in the UK, Europe and US are

accelerating the requirement for publicly funded

scholarly content to be published on an Open

Access basis. From 1 January 2024, UK Research and

Innovation (UKRI) will require monographs, book

chapters and edited collections that acknowledge

UKRI funding to be made Open Access within

12 months of publication. In the US, federal

agencies including the National Endowment

for the Humanities and National Endowment

for the Arts are consulting on introducing Open

Access requirements by 2026, while in Europe the

PALOMERA project aims to align European research

funders over the next two years to accelerate Open

Access for books and chapters.

Bloomsbury has been offering Open Access options

for books since it entered the academic book

market in 2006, and offers all its academic authors

the option to publish their research work on a Gold

Open Access basis. The Group is well positioned to

continue to respond to the growing requirement for

Open Access content, and in 2022/2023 we launched

Bloomsbury Open Collections, a collective-action

approach to funding Open Access books which

recognises that many authors are unable to publish

Open Access under the prevailing model, which

requires the author’s funder or institution to pay an

Open Access fee. Bloomsbury Open Collections

aims to make Open Access publication available

to a wider range of authors within the research

community by spreading the cost across multiple

organisations, while providing additional benefits to

participating libraries.

Social Media –

BookTok

Since mid-2020, TikTok has been one of the driving

forces of an unprecedented surge in consumer

book sales. The nature of the platform appeals to a

younger generation who can engage with the TikTok

community to discover and recommend books.

The BookTok community has resurfaced many

titles, bringing them to an exciting new generation

ofreaders.

According to the Nielsen Books and Consumer

Survey (2022), one in four book buyers used TikTok/

BookTok in 2022, and these users accounted for

nearly 90 million book purchases in 2022.

Bloomsbury was one of the first publishers to join

TikTok and work with influencers on the platform,

and we continue to dynamically respond to user

engagement and reader interest in specific genres,

including popular genres such as YA, Fantasy, and

Romance. For Bloomsbury authors, global views

in 2022 reached 11.5 billion for Sarah J. Maas,

805 million for Madeline Miller and 12 million for

Samantha Shannon.

Genres growing

in popularity –

Romance/Fantasy

The increase in consumer interest in romance and

fantasy fiction during the pandemic continues in

2022/2023, with TikTok in particular influencing

consumer purchasing behaviour in respect of

thesegenres.

Bloomsbury’s publication of three series by

Sarah J. Maas in this genre, and its investment in

strategic promotion, has catapulted Maas to the top

of the bestseller lists globally. Bloomsbury coined

the cross-over genre term “romantasy”, which has

now been adopted by the industry. Bloomsbury’s

strategic use of social media platforms to create

awareness and drive sales across authors in this

area including Samantha Shannon, has resulted in

Number 1 positions for its titles in this genre in the

bestseller lists in the UK, US and Australia.

www.bloomsbury.com

Bloomsbury Publishing Plc

Marketplace

continued

Trend Description Our response

Sales channels

Bookshops have recovered following closures during

the pandemic and we continue to see a levelling off

in online consumer book sales as High Street and

physical retail shops operated normally throughout

2022. Physical retail continues to be a growth area

with the number of independent bookshops in the

UK and Ireland growing for the sixth consecutive

year, as reported by the UK Booksellers Association.

Online sales still account for the highest proportion

of retail sales of Bloomsbury’s Consumer titles.

Book subscription boxes are increasing in popularity

and reflect the growth in demand – driven in

part by social media – for exclusive editions of

publishedtitles.

Bloomsbury continues to support physical retail

and has invested in sales resource to support

sales into and by the independent book sector, as

well as working with physical retail in the UK, US

and Australia on bespoke exclusive editions for

key product lines and titles to drive sales through

physical retail.

At the same time, we continue to invest in sales

and marketing resource to maximise sales through

onlinechannels.

Bloomsbury works hand in hand with the

subscription box market to create beautifully

designed and produced exclusive content for their

members, which serves to increase sales and brand

recognition for key Bloomsbury authors, including

Samantha Shannon and Sarah J. Maas.

Bloomsbury Video Library Opera Collections

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Annual Report and Accounts 2023

Strategic Report

Key Resources Key Activities

Strong brand

Valuable

intellectualproperty

Strong Financial position driven by purpose

Strong financial position

andliquidity

reputation

Strong, globally

recognisedbrand

Talented people

Talented colleagues

Authors and Illustrators

Inspirational and

high-calibreauthors

Diversied portfolio

Diversified portfolio

ofcontent and services

global customer base

Access to global markets

and partners

Publishing works of excellence

andoriginality in multiple formats

Strong focus on digital academic

andprofessional publishing

Acquisition of rights from authors,

illustrators and other copyright owners

Leveraging existing intellectual property

rights through innovative publishing

Managing licensing deals in respect

ofBloomsbury’s extensive backlist

Providing publishing services for third-party

organisations and publishers

Strategic acquisitions in key areas

ofpublishing

International expansion

www.bloomsbury.com

Bloomsbury Publishing Plc

Business Model

Traditional wholesalers and retailers

Online retailers

Digital content aggregators

Direct to academic and educational

institutions, libraries and corporates

ChannelsRevenue Streams Creating value for

stakeholders

Traditional

wholesalers and

retailers

Online retailers –

print and digital

(ebooks and audio

books)

Digital content

aggregators

Direct to consumers,

academic and

educational

institutions, libraries

and corporates

Print books

Ebooks

Audiobooks

Bloomsbury Digital

Resources for

academic, educational

and professional

settings

Games

Licensing of rights to

third parties

Publishing services

Consumers andsociety

Publishing works of excellence

and originality to inform,

educate, entertain and inspire,

supporting literacy and culture

and fostering a passion for

reading andlearning.

Economic and social

contribution to our

communities through tax

contributions, charitable

donations and partnerships,

and employee time.

Authors

andIllustrators

Helping our authors and

illustrators to create stories and

communicate ideas to a global

audience, connecting them

with readers worldwide through

multiple formats and channels.

Shareholders

The opportunity to invest in

a resilient, global publishing

company with a diversified

portfolio operating in

globalmarkets.

Employees

Creating rewarding work in

a welcoming and supportive

environment, and enabling

ongoing professional

development. Providing the

opportunity to align with

a business with a strong

socially responsible purpose,

entrepreneurial spirit and

compelling global opportunity

in a dynamic marketplace.

Partners

Generating business activity

that creates commercial

opportunity for our suppliers,

business partners and

commercial customers.

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Strategic Report

What we are

investing in

Our overall growth strategy and long-term focus remains to invest in high value intellectual

property and digital channels, publish works of excellence and originality, and grow

our diversified portfolio of content and services across our Consumer and Non-Consumer

Divisions to build quality revenues and increase earnings. Bloomsbury is committed to

playing its part in shaping a more sustainable, equitable and inclusive world, and this

commitment informs our strategic priorities, as described on pages 24 and 25.

Acquisitions

We continue to pursue

acquisitions which will

support our growth

strategy, accelerate

our digital offerings,

strengthen existing areas

of publishing, and enable

us to expand into new

areas. Since Bloomsbury’s

inception, we have

made 33 acquisitions of

publishers and imprints,

19 of those occurring

since 2008.

Content

We continue to invest in

new content by acquiring

works of originality and

excellence from established

and emerging authors and

partners across a range

of genres and from an

array of voices in order to

enhance our diversified

portfolio of intellectual

property and build a strong

publishingpipeline.

Our colleagues

We are committed to ongoing

investment in our colleagues

and our working environment,

including through the

provision of development and

training opportunities, the

implementation of flexible

and balanced working, and

the promotion of a diverse,

inclusive and ethical culture in

order to enable individual and

collective success and attract

new talent.

Digital

We are focused on

delivering growth

by investing in the

development of our

existing and most

successful digital resource

products and accelerating

the launch of new

products. We continue to

invest in audio publishing

as this market continues

to grow.

Consumer

publishing

consumer

Employee

experience and

engagement; DE&I

Diversity and Inclusion

International Expansion

International

expansion

Sustainability

Non-Consumer

publishing; BDR

non-consumer

Strategic priorities

How we aim to

achieve this

Go to pages 24 to 25 of this Annual Report for further information

on our strategic priorities, and our progress during 2022/2023.

www.bloomsbury.com

Bloomsbury Publishing Plc

Strategy

An image from the AAE datacase: Ruth Mae Wong,

a Chinese American woman works on an aircraft

engine part in a US factory, 1943.

ABC-CLIO is a strong addition to Bloomsbury

USA, our Academic and Professional Division

and Bloomsbury Digital Resources. It significantly

grows Bloomsbury’s academic and digital

publishing presence in North America, and opens

new publishing areas to Bloomsbury.

Case Study

Strategy in action

The Asian American experience –

afirst-of-its-kind resource for studies

in Asian American history and culture

Asian Americans have played an essential role in the

development, culture and social fabric of the United States.

Yet, more often than not, their unique histories are barely

touched upon in the US education system (K–12). There is a

need to broaden the historical narrative to account for the

important role the Asian American Pacific Islander (AAPI)

community has played in UShistory.

The first digital product launched by ABC-CLIO following its

acquisition by Bloomsbury, The Asian American Experience,

is the only research database for students dedicated to the

study of Asian American History and culture, which covers

the full journey and experiences of the AAPI community,

from early encounters to current times. It is an essential

resource for students to gain another lens through which to

view American history and places Asian Americans in the

narrative of US history education.

With both a high schools version (for US grades 7–12) and a

version for higher education institutions, the database not

only covers the histories of the more than 20 ethnic groups

under the umbrella term “Asian American”, but also takes

an interdisciplinary approach to history. This dynamic digital

resource allows for deep exploration of Asian American

contributions in multiple fields, including culture and

customs, government and politics, business, sports, media

and entertainment, and social activism, through articles,

photos, documents, quotes, video, maps and audio clips.

Part of The American Mosaic series of databases, The

Asian American Experience contributes to the conversation

around key issues, such as the role of discrimination in

Asian American history and its effect on citizenship and civil

liberties, the economic impacts of immigration and labour,

and changing political and culturalrepresentation.

The database includes a rich and diverse variety of

primary sources, perspective essays from leading Asian

American studies scholars, and search and citation tools for

streamlined academic research.

The Asian American Experience boasts a library of more

than 2,000 primary and secondary sources, embedded

research tools, and inclusive coverage of more than 20

distinct ethnic groups. Data visualisation tools allow for the

analysis and comparison of trends across space and time.

Itis available in both school and academic editions, making

it a versatile resource for scholarship in both secondary and

higher education.

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Strategic Report

consumer

non-consumer

International Expansion

Grow Bloomsbury’s portfolio

in Non-Consumer publishing

Non-Consumer publishing is

characterised by higher, more

predictable margins, is less reliant

on retailers and presents greater

digital and global opportunities.

Non-Consumer revenues are derived

from our Academic & Professional,

Educational and Special Interest

publishing.

Achieved 2022/2023:

• 19% growth in Non-Consumer

revenue.

New BDR target is to achieve

further 40% organic revenue

growth over the five years

to 2027/2028, to reach

approximately £37 million

turnover

Achieved 2022/2023:

• 41% revenue growth, of which

18% was organic.

Discover, nurture, champion

and retain high-quality

authors and illustrators,

while looking at new ways to

leverage existing title rights

Achieved 2022/2023:

• Delivered 12% growth in

Consumer Division revenue.

Bestsellers included A Day

of Fallen Night by Samantha

Shannon, Stolen Focus by Johann

Hari, Bake by Paul Hollywood,

Tom Kerridge’s Real Life Recipes

and Trespasses by Louise

Kennedy.

Grow our key authors

through effective publishing

across all formats alongside

strategic sales and marketing

Achieved 2022/2023:

• 51% growth in revenue from sales

of Sarah J. Maas titles and seven

new titles contracted.

As the originating publisher

of J.K. Rowling’s Harry Potter

series, ensure that new

children discover and read it

for pleasure every year

Achieved 2022/2023:

• Harry Potter title sales remain

strong, 26 years after first

publication. Harry Potter and the

Philosopher’s Stone was the 3rd

bestselling children’s book of the

year on UK Nielsen Bookscan.

Expand international

revenues

Continue our international growth

and take advantage of the biggest

academic market in the USA

Achieved 2022/2023:

• Increased overseas revenues

to 73% of Group revenue;

USrevenues increased to 48%

ofGroup revenue.

Consumer

publishing

Non-Consumer

publishing; BDR

International

expansion

Further information on

Bloomsbury’s international

operations is set out on pages

42 and 43 of this Annual Report.

Link to KPIs:

Further information on the

Non-Consumer Division and

BDR is set out on pages 38 to

41 of this Annual Report

Link to KPIs:

Further information on the

Consumer Division is set out

on pages 34 to 37 of this

Annual Report.

Link to KPIs:

KEY TO KPIS:

1 Revenue growth 2 PBTA

Digital resources

revenue growth

Adjusted operating

profit margin

5 Employee engagement

6 Gender diversity 7 Ethnic and racial diversity

8 Environmental performance

www.bloomsbury.com

Bloomsbury Publishing Plc

Bloomsbury’s Strategic Priorities

Diversity and Inclusion

Sustainability

Be an attractive employer for all individuals seeking a career in

publishing, regardless of background or identity, adding cultural

value to our business operations and performance

Focus on targeted initiatives to create an environment that promotes

diversity, nurtures talent, stimulates creativity and collaboration,

supports wellbeing and is inclusive and respectful of difference

Implement Bloomsbury’s Diversity, Equity and Inclusion Action Plan

(“DEIAP”)

Our success is driven by the expertise, passion and commitment of our employees.

We understand the importance of attracting, supporting and engaging colleagues

wherever they work. We recognise the value of diversity of thought, perspectives and

experience in shaping our culture and strategy, driving our long-term success and

informing the ways in which we fulfil our social purpose.

Achieved 2022/2023:

• All employees received a one-off cost-of-living payment of £1,250 in February 2023,

in addition to a permanent salary increase of £1,000 per annum from 1 October

2022, to help with the cost of living (tailored for our Indian office to reflect local

economic conditions and salaries).

• Shortlisted for the IPG Diversity and Inclusivity Award and the LBF Inclusivity in

Publishing Award for the second year running.

• Shortlisted for the Small Cap Diversity & Inclusion award.

• Our DEIAP set targets for Black and minority ethnic groups to represent 20% of

new UK recruits, and 35% of new US recruits, by 2024. In 2022/2023, Black and

minority ethnic groups represented 31% of overall applications and 20% of offers

made in the UK and 40% of overall applications and 59% of offers made in the US.

15% of UK employees are from minority ethnic groups (2021/2022: 13%). 26% of US

employees are from minority ethnic groups (2021/2022: 20%).

• Projects launched to collect diversity data from authors and employees, for the

purpose of enabling Bloomsbury to monitor the effectiveness of its DE&I initiatives

and better understand the demographics of these groups.

• 13 Staff Networks and Employee Resource Groups established across our offices.

• Official partner of The Runnymede Trust’s Lit in Colour initiative, supporting the

increase in students’ access to books by writers of colour and those from minority

ethnic backgrounds, drawing on our world-leading drama list from Methuen Drama.

• Ran a series of ‘In Conversation’ author interviews for over 700 schools,

with live interviews with our authors Tanika Gupta, Benjamin Zephaniah and

KhaledHosseini.

• Founding signatory of the Publishers Association’s Inclusivity Action Plan, to

promote equality, diversity and inclusion within the industry’s workforce.

Maximise our use of

sustainable resources while

seeking to reduce carbon

emissions in line with our

science-based targets

We recognise our responsibility to

conserve the Earth’s resources and

we are committed to monitoring and

improving the environmental impact

of our operations.

Achieved 2022/2023:

• Awarded the IPG Sustainability

Award and winner of the inaugural

London Book Fair Sustainability

Initiative Award.

• Reduction of 80% in Scope 1 and

2 emissions from base year of

2019/2020.

• Removed plastic shrink wrap

from all Harry Potter paperback

boxsets. Piloted the removal of

dust jackets and plastic finishes

and introduced changes to

backlist printing to reduce carbon

emissions.

• Completed the CDP Climate

Change questionnaire, receiving

the second highest score of B,

demonstrating our coordinated

response to climate change.

• Completed our quantitative

analysis of select climate-

related risks and progressed

our TCFD reporting in line with

the recommendations of the

Task Force on Climate-Related

Financial Disclosures (“TCFD”).

Employee experience and engagement;

Diversity, Equity and Inclusion (“DE&I”)

Sustainability

An analysis of our environmental

performance during the year is

set out on pages 80 to 87 of this

Annual Report.

See pages 88 to 102 for our

TCFD disclosures.

Link to KPIs:

Further information on employee engagement and DE&I is set out on

pages64 to 73 of this Annual Report

Link to KPIs:

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Strategic Report

Bloomsbury’s Mission,

Purpose and Values

Our mission at Bloomsbury is to be

an entrepreneurial, independent

publisher of works of excellence

andoriginality.

Our values are to be independent,

entrepreneurial, collaborative,

author-focused, ethical, optimistic,

determined, inclusive and sustainable.

Embedded in our purpose is the

impact that comes from publishing,

the change that we can create. Many

of our books make a positive impact

on readers and, in a few cases, help

make the world a better place. The

Harry Potter series, aside from its

commercial success, encouraged

more readers and learners, whether

by entering into new markets or

by leveraging our digital rights

and our resources in response to

the increasing demand for digital

products. Determination, optimism

and high standards underline the

actions we take in pursuit of our

purpose and inform our dealings with

all our stakeholders.

I am grateful to our colleagues for

demonstrating the strong and positive

culture of Bloomsbury in the way in

which they have risen to meet our

challenges and their commitment

to ensuring Bloomsbury’s continued

success. Bloomsbury’s excellent

performance is testament to how

our values drive our behaviours, and

to the strength and cohesion of the

Bloomsbury community.

www.bloomsbury.com

Bloomsbury Publishing Plc

Chief Executive’s Review

Overview of 2022/2023

Bloomsbury achieved its best ever

performance in the year ended 28

February 2023, with revenue growth

of 15% to £264.1 million (2021/2022:

£230.1 million) and a 16% increase in

profit before taxation and highlighted

items to £31.1 million (2021/2022:

£26.7 million). Profit before taxation

increased by 15% to £25.4 million

(2021/2022: £22.2 million).

Growth in organic revenue was 9%,

with the three strategic acquisitions

completed during 2021/2022,

ABC-CLIO, RGP and HoZ, contributing

revenue of £32.5 million (2021/2022:

£17.4 million).

The strength of demand for

Bloomsbury titles and the excellent

sales of our digital products, reflects

our long-term growth strategy, the

publishing judgement of our editors

and the quality of our sales and

marketing teams and infrastructure.

Our strategy of diversification, across

channels and markets, continues

successfully. Our international

revenues have increased to 73%

of total revenue – our highest

ever. Ourdigital strategy ensures

increasing publishing through digital

channels, and we continue to expand

our academic as well as consumer

markets, most recently to the lucrative

US high schools market.

We continue to deliver success with

the Bloomsbury Digital Resources

(“BDR”) growth strategy of building

high-margin, high-quality repeatable

revenues from our market-leading

Academic and Professional IP. BDR

achieved 41% year-on-year revenue

growth, and an 18% increase

in organic revenue. This highly

scalable business has grown its sales

from £4.7million in 2017/2018 to

£26.2million this year, through organic

growth and strategic acquisitions.

Our Academic customer renewal rate

remained above 90%.

Our strategy enables us to continue to

deliver growth from the ongoing shift

to digital learning, accelerating the

breadth and depth of our excellent

digital products and the quality of

our platforms and infrastructure.

In addition, we accelerated our

growth by leveraging last year’s

acquisitions of ABC-CLIO and RGP,

through global sales as well as

cross-selling existing digital products

to ABC-CLIO’s US schools market.

Given the momentum behind the

BDR strategy, Bloomsbury is setting

a new growth target of a further

40% organic revenue growth over

the five years to 2027/2028, to reach

approximately £37 million turnover.

Further acquisitions would augment

this growth. This new, ambitious target

reflects the opportunities, synergies

and integration of our acquisitions,

particularly ABC-CLIO.

The highlighted items of £5.7 million

(2021/2022: £4.6 million) consist of the

amortisation of acquired intangible

assets of £5.2 million (2021/2022:

£2.8 million), one-off legal and

other professional fees relating to

acquisitions and restructuring costs

of £0.5 million (2021/2022: £1.8

million). The effective rate of tax for

the year was 20% (2021/2022: 24%).

The adjusted effective rate of tax,

excluding highlighted items, was 19%

(2021/2022: 19%). Diluted earnings

per share, excluding highlighted

items, grew 18% to 30.56 pence

(2021/2022: 25.94 pence). Including

highlighted items, profit before tax

was £25.4 million (2021/2022: £22.2

million) and diluted earnings per share

grew 21% to 24.54 pence (2021/2022:

20.33pence).

We have increased our international

revenues, in particular from the US,

during the year. In 2022/2023, changes

in exchange rates, mainly the relative

strength of the US dollar, increased

revenues by £12.2 million and profit

before taxation and highlighted items

by £2.2 million.

Bloomsbury won the 2022 Master

Investor Company of the Year award.

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Annual Report and Accounts 2023

Strategic Report

Customers – wholesale and retail

Customers – academic and educational

institutions, corporate customers

Society – including community and

the environment

Consumers and

society

We publish works of excellence and originality to inform, educate, entertain

and inspire, supporting literacy and culture. During the year, Bloomsbury

authors won, and were shortlisted for, prestigious prizes globally, recognising

established and emerging talent.

Our economic and social contribution to our communities was delivered

through tax contributions, charitable donations as set out on pages 74 to 76,

and partnerships, including with the National Literacy Trust and the ‘Lit in

Colour’initiative.

Authors and Illustrators

Authors and

illustrators

We help our authors and illustrators to create stories and communicate ideas

to a global audience, connecting them with readers worldwide through

multiple formats and channels. The Harry Potter series continues it’s enduring

appeal, with Harry Potter and the Philosopher’s Stone ranking as the third

bestselling children’s book of the year on UK Nielsen Bookscan, 26 years

after it was first published. House of Sky and Breath, House of Earth and

Blood, A Court of Silver Flames and the Throne of Glass series, all by Sarah

J. Maas, were all New York Times bestsellers during the year. Other New York

Times bestsellers included Dirtbag, Massachusetts by Isaac Fitzgerald, This

Wicked Fate by Kaylnn Bayron, Ways to Make Sunshine by Renee Watson and

Brigid Kemmerer’s Forging Silver into Stars and Defy the Dawn. Bake by Paul

Hollywood was a New York Times and Sunday Times bestseller. Other Sunday

Times bestsellers included Stolen Focus by Johann Hari, Tom Kerridge’s

Outdoor Cooking and Real Life Recipes, Trespasses by Louise Kennedy,

Illuminations by Alan Moore, A Visible Man by Edward Enninful, and the series

We’re Going on a Sleigh Ride, We’re Going on an Egg Hunt and Five Little

Easter Bunnies.

Shareholders

We are a resilient, global publishing company with a diversified portfolio

across consumer and academic markets. Our strong and resilient diversified,

international strategy enabled us to deliver 21% growth in diluted earnings per

share, to 24.54 pence.

In recognition of our strong performance and the importance of delivering

attractive shareholder returns in accordance with our dividend policy, the Board

proposes an increase of 10% to our final dividend to 10.34 pence pershare.

Bloomsbury is well positioned for the future; our strong financial

position enables us to invest in continued organic growth and further

acquisitionopportunities.

Creating value for stakeholders

Bloomsbury creates value for our stakeholders through our business model, set out on page 20.

Highlights for 2022/2023 are:

www.bloomsbury.com

Bloomsbury Publishing Plc

Chief Executive’s Review

continued

Employees

We create an environment that enables rewarding work, supports ongoing

professional development, and provides the opportunity for our employees to

align with a business with a strong socially responsible purpose, entrepreneurial

spirit and compelling global opportunity in a dynamic marketplace. During

the year, we continued our focus on employee engagement and development

initiatives, including implementation of our Diversity, Equity and Inclusion

Action Plan. Our achievements were recognised when we were shortlisted for

the second year for the Inclusivity in Publishing Award at the 2023 London Book

Fair International Excellence Awards and the Diversity Award at the 2023 IPG

Awards. We were also shortlisted for the 2023 Small Cap Diversity, Inclusion &

Engagement award.

Suppliers

Partners

We generate business activity that creates commercial opportunity for our

suppliers, business partners and commercial customers.

Non-Consumer Division

The Non-Consumer Division

consists of Academic & Professional,

including BDR, and Special Interest.

Revenues in the Division grew by

19% to £97.4million (2021/2022:

£81.9 million). Profit before taxation

and highlighted items for the

Non-Consumer Division increased

by 43% to £13.1 million (2021/2022:

£9.1 million). Profit before taxation

increased by 25% to £8.2million

(2021/2022: £6.6 million). Organic

revenue growth was 3% with

ABC-CLIO and RGP, acquired in

December2021 and June 2021

respectively, contributing £21.5 million

revenue (2021/2022: £8.4 million).

Academic &

Professional

Academic & Professional revenues

increased by 28% to £75.7 million

(2021/2022: £59.3 million) and profit

before taxation and highlighted items

increased by 37% to £12.4million

(2021/2022: £9.1 million). Profit

before taxation increased by 15% to

£7.8million (2021/2022: £6.7 million).

This was driven by the strength of our

BDR strategy, with a 41% increase in

revenue from both excellent organic

growth in our existing digital products

and leveraging recent acquisitions.

BDR organic growth was 18%.

Our BDR growth strategy is to build

high-margin, high-quality, repeatable

digital revenue from our market-

leading Academic & Professional

IP. The acquisition of ABC-CLIO

increased the depth and breadth

of our portfolio of digital products.

Through this, we accelerated growth

through global sales as well as

cross-selling existing digital products

to both schools and academic

institutions. We increased the number

of academic institution customers

by 20% and maintained our existing

customer retention rate at over

90%. We continue to see significant

opportunities for further growth in

both the global academic institutions

and US school markets.

The Academic & Professional profit

margin increased to 16% (2021/2022:

15%), predominantly driven by BDR

growth and improved sales mix.

OurBDR success delivers high margin

incremental revenue, with gross

margin of over 70%, created from our

IP, which is also sold through print

andebooks.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Special Interest

Special Interest revenue was

£21.7million (2021/2022:

£22.6million), and profit before

taxation and highlighted items

increased to £0.6 million (2021/2022:

break even). Bestsellers during the

year included Wisden Cricketers

Almanack, Reeds Nautical Almanac,

Putin’s Wars by Mark Galeotti and

Osprey Games’ Undaunted: Stalingrad

and Stargrave.

Consumer Division

The Consumer Division consists

of Adult and Children’s Trade

publishing. The Consumer Division

generated revenue growth of

12% to £166.7million (2021/2022:

£148.2million). Organic revenue

growth was 12%. Profit before taxation

and highlighted items increased

by 2% to £18.1million (2021/2022:

£17.8 million). Profit before taxation

increased by 2% to £17.8 million

(2021/2022: £17.5million). The

strong performance was driven by

the Children’s division, across front

and backlist titles, and includes

£11.0 million revenue (2021/2022:

£9.0 million) from HoZ, completed in

June 2021.

Bloomsbury’s Consumer Division

growth outperformed the rest of the

UK market in both print and digital

formats; the UK Publishers Association

reported growth of 2% in consumer

trade publishing sales for 2022.

Adult Trade

The Adult division achieved a 5%

increase in revenue to £57.8 million

(2021/2022: £55.2 million) and profit

before taxation and highlighted

items of £1.0 million (2021/2022:

£2.0million). Profit before taxation was

£0.6 million (2021/2022: £1.7 million).

Revenue growth was driven by the

strength of the backlist and includes

£11.0 million (2021/2022: £9.0 million)

revenue from HoZ, completed in

June 2021.

Sunday Times bestsellers in the year

included Stolen Focus by Johann

Hari, Bake by Paul Hollywood, Tom

Kerridge’s Outdoor Cooking and Real

Life Recipes, Trespasses by Louise

Kennedy, Illuminations by Alan Moore

and A Visible Man by Edward Enninful.

New York Times bestsellers in the

year included Bake by Paul Hollywood

and Dirtbag, Massachusetts by Isaac

Fitzgerald.

Recognition for our authors continued

with Louise Kennedy’s Trespasses

shortlisted for the Women’s Prize 2023

and winning the 2023 British Book

Awards Book of the Year award-Debut

Fiction, both Olivia Sadjic and Saba

Sams being named as Granta’s best

young novelists, Tom Benn winning

The Sunday Times Charlotte Aitken

Young Writer of the Year for Oxblood,

and Isaac Butler winning the 2022

National Book Critics Circle Award for

Nonfiction for The Method.

Children’s Trade

Children’s revenue increased by

17% to £108.9 million (2021/2022:

£93.0 million). Profit before taxation

and highlighted items increased

by 9% to £17.2 million (2021/2022:

£15.8 million). Profit before taxation

was £17.2 million (2021/2022:

£15.8million). High demand for our

strong titles continued the momentum

from last year, with excellent sales of

SarahJ. Maas’ titles.

Sales of the Harry Potter titles

were strong. Harry Potter and the

Philosopher’s Stone was the third

bestselling children’s book of the year

on UK Nielsen Bookscan, 26years

after it first began, showing the

enduring appeal of this classic series.

Sarah J. Maas’ sales grew by 51%,

reflecting her latest bestselling frontlist

title, Crescent City: House of Sky and

Breath, published in February 2022,

and strong backlist sales. House of

Sky and Breath, House of Earth and

Blood, A Court of Silver Flames and

the Throne of Glass series were all

New York Times bestsellers during the

year. All 15 of Sarah J. Maas’ titles have

been published by Bloomsbury since

her first novel, Throne of Glass, in 2012.

Revenues for the rest of the Children’s

division were also good. Other

highlights in the Children’s list

included October, October by Katya

Balen, which won the Yoto Carnegie

medal, Sunday Times bestsellers

We’re Going on a Sleigh Ride, We’re

Going on an Egg Hunt and Five Little

Easter Bunnies, New York Times

bestsellers This Wicked Fate by Kalynn

Bayron, Ways to Make Sunshine by

Renee Watson and Forging Silver

into Stars and Defy the Dawn by

BrigidKemmerer.

Three Bloomsbury children’s books

were included in the BBC’s global poll

of the best 100 books of all time: two

from the Harry Potter series and Neil

Gaiman’s The Graveyard Book.

www.bloomsbury.com

Bloomsbury Publishing Plc

Chief Executive’s Review

continued

Subject to Shareholder approval at

our AGM on 18 July 2023, the final

dividend will be paid on 25 August

2023 to Shareholders on the register

on the record date of 28 July 2023.

Including the proposed 2022/2023

final dividend, over the past ten

years, the dividend has increased at a

compound annual growth rate of 8%.

Future Publishing

In Non-Consumer, we are focused

on our BDR growth by continuing

the global sales and marketing of

ABC-CLIO’s 34 databases. We have

successfully expanded the customer

base for these products in the global

academic market, as well as extending

our reach into the lucrative US school

market, and we will increase our

cross-selling of existing school and

university level digital resources.

Wewill expand BDR products,

including Bloomsbury Collections, to

include ABC-CLIO content, as well as

invest in new ABC-CLIO content.

Our strong Consumer publishing

list for 2023/2024 includes the next

new Sarah J. Maas novel, House

of Flame and Shadow, the third in

the Crescent City series, which will

be published in January 2024. The

Harry Potter Wizarding Almanac,

the official magical companion to

J.K.Rowling’s Harry Potter books, will

be published in October 2023. We are

also publishing The Earth Transformed

by Peter Frankopan, Pub Kitchen by

Tom Kerridge, Impossible Creatures

by Katherine Rundell, Tom Lake by

Ann Patchett, and the next titles in

our bestselling children’s series, We’re

Going on a Ghost Hunt and We’re

Going to a Birthday Party, by Martha

Mumford and Cherie Zamazing.

As previously announced, we have

signed a further four-book contract

with Sarah J. Maas, on top of the three

books already under contract.

Moreover, on 12 April 2023, HBO

Max’s streaming service announced

an original Harry Potter scripted

television series with Warner Bros.

Discovery and J.K. Rowling as

Executive Producer. The series

will be a faithful and authentic

adaptation of the books and will be

available globally. The stories from

J.K. Rowling’s books will become

a decade-long series with each

season dedicated to one of the

seven books, full of the much-loved

characters that fans have adored for

over 25 years. Anew cast will lead

a new generation of fandom, and

the series will stand alongside the

original classic and beloved films.

Aswith other high-profile Harry Potter

productions, we believe that the series

will stimulate further interest in the

HarryPotter books.

Outlook

Our digital strategy continues

apace and despite the economic

uncertainty, readers continue to turn

to books. Bloomsbury is on solid

foundations, with significant financial

resources available to augment

organic growth and invest in future

acquisitions. We have continued to

expand globally, with almost 75%

of our revenues now generated

internationally. Diversification in

channels and markets continues to

serve us well. It is all these factors

combined – our customers, our

consistent performance, and the scale

and resilience of our business – that

underpin the confidence we have in

the future.

Trading for 2023/2024 has started in

line with the Board’s expectations.

Nigel Newton

Chief Executive

Bloomsbury Publishing Plc

Cash and Financing

Bloomsbury’s cash generation was

strong with cash at the year end of

£51.5 million (2021/2022: £41.2million)

and cash conversion of 107%

(2021/2022: 194%).

The Group has an unsecured revolving

credit facility with Lloyds Bank Plc.

The facility comprises a committed

revolving loan facility of £10.0 million

and an uncommitted incremental term

loan facility of up to £6.0 million. At

28February 2023, the Group had no

draw down (2022: £nil) of this facility.

Acquisitions

Bloomsbury has a successful track

record in strategic acquisitions, with

19 completed since 2008. We are

actively considering further acquisition

opportunities in line with our

long-term growth strategy, particularly

in Academic & Professional.

Dividend

The Group has a progressive dividend

policy aiming to keep dividend

earnings cover in excess of two times,

supported by strong cash cover.

The Board is recommending a final

dividend of 10.34 pence per share,

totalling £8.4 million. Together with

the interim dividend, this makes a

total dividend for the year ended

28February 2023 of 11.75 pence

per share, a 9% increase on the

10.74pence value of the dividend for

the year ended 28 February 2022.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

KEY TO RISKS:

Market

Title acquisition

Intellectual property

Legal and compliance

Importance of

digitalpublishing

Information and

technologysystems

Reliance on key

counterparties and supply

chain resilience

Reputation

Acquisitions

Financial valuations

Talent management

Cost Inflation

Digital resources

revenue

Adjusted operating

profit margin

£12.5m

£26.2m

£18.6m

22/2321/2220/21

10.6%

11.8%

22/2321/2220/21

Link to risks:

Employee engagement

Employee Voice Meetings

connecting employees

with the Board and senior

management

(2022: 16)

Active Staff Networks

(2022: 9)

59%

Average attendance rate

atmonthly Town Halls

(2022: 62%)

Link to risks:

3. During the year, work was undertaken

to evolve the EVM programme through

the introduction of Employee Voice

Ambassadors to deepen engagement

with colleagues. Consequently, EVMs

were not held in January or February

2023. The enhanced programme will

launch in 2023/2024.

4. Includes live attendance and after-

event viewing. During the year,

employee head count increased by 8%.

Go to pages 64 to 68 of

this Annual Report for more

information on employee

engagement

Revenue growth PBTA

£185.1m

£230.1m

£264.1m

22/2321/2220/21

£19.2m

£26.7m

£31.1m

22/2321/2220/21

Link to risks:

£264.1m

+15%

£31.1m

+16%

£26.2m

+41%

11.8%

+1%

Financial measures Non-financial measures

1. PBTA is profit before tax, amortisation

of acquired intangibles and other

highlighted items.

2. Adjusted operating profit margin

is operating profit before tax and

highlighted items divided by revenue.

www.bloomsbury.com

Bloomsbury Publishing Plc

Key Performance Indicators

1 2

3 4

Ethnic Diversity

Board

1 (17%)

Board member –

Directors of colour

(2022: 1)

Company

15%

Ethnic minority groups

: UK

(2022: 13%)

26%

Ethnic minority groups: US

(2022: 20%)

Link to risks:

5. The UK figures have been taken from

the results of the Bloomsbury workforce

survey and UK Publishers Association

industry survey, conducted in 2022

and 2021, respectively. Participation in

these surveys was voluntary, therefore

the figures may not have captured

Bloomsbury’s full workforce.

Go to pages 69 to 73 of

this Annual Report for more

information on DE&I at

Bloomsbury

Environmental

performance –

greenhouse gas

emissions

(absolute tonnes CO

Stationary fuel use

(2022: 21)

267

Electricity use: location-based

emissions

(2022: 194)

Electricity use: market-based

emissions

(2022: 244)

Vehicle fuel use

(2022: 19)

Link to risks:

Go to pages 80 to 87 of

this Annual Report for more

information on Bloomsbury’s

environmental performance

during the year

Gender diversity

Female Board members

2023: 50%

2022: 50%

Female Executive

Committeemembers

2023: 75%

2022: 75%

Female employees

2023: 71%

2022: 71%

UK median gender pay gap

20.5%

(2022: 14.8%)

UK mean gender pay gap

19.2%

(2022: 19.3%)

Link to risks:

Male Female

Go to www.bloomsbury-ir.

co.uk/docs/librariesprovider16/

archives/governance/gender-

pay-gap/2022.pdf to see

Bloomsbury’s 2022 Gender

Pay Gap report (snapshot date

5April 2022)

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

6 87

The Consumer Division comprises Bloomsbury Adult, Head of

Zeus and Bloomsbury Children’s Books. Our Adult lists publish

fiction, non-fiction and lifestyle titles, whilst our Children’s

publishing comprises picture books, young fiction and non-

fiction, pre-school and illustrated non-fiction titles. Our main

publishing operations are based in London and New York.

The Consumer Division publishes

incisive, engaging, entertaining and

challenging books for an inclusive

range of audiences. We amplify

voices across a wide spectrum and

invest in authors with great stories

to tell. Known for the quality and

the prize-winning calibre of our

lists, we publish authors such as

Abdulrazak Gurnah, Susanna Clarke,

Ann Patchett, Khaled Hosseini, Peter

Frankopan, Madeleine Miller, George

Saunders, Lisa Taddeo, Kamila

Shamsie and Cixin Liu. In Lifestyle, we

publish high-profile chefs including

Tom Kerridge, Angela Hartnett,

Paul Hollywood, Prue Leith, Gino

D’Acampo, Heston Blumenthal and

Georgina Hayden. On our Children’s

lists, we publish household names

ranging from Katherine Rundell, Jessie

Bloomsbury’s Consumer Division is the

home of some of the highest selling and most

critically acclaimed authors in adult trade,

children’s and YA publishing. Our successful

strategy of prioritising author care, discovering

and growing author and character brands,

and extending our publishing into all corners

of the market, saw us achieve record sales in

2022/2023.

Ian Hudson

Managing Director, Consumer Division

Consumer Division

Burton and Neil Gaiman, to Benjamin

Zephaniah and J.K. Rowling. Across

all of our subdivisions, we invest in

the development of new and diverse

talent. We also invest in growing

author brands such as Sarah J. Maas,

Samantha Shannon and Dan Jones,

character brands such as Harry Potter

and the newly bestselling Bunny

Adventures pre-school series.

2022/2023 Highlights

Growth in Consumer

Publishing

Building further on the significant

growth achieved last year,

Consumer Division revenue grew to

£166.7million from £148.2 million

in 2021/2022, growth of 12%. Profit

before tax and highlighted items

increased by 2% to £18.1 million

(2021/2022: £17.8 million). In

2022/2023, the Division’s revenue

accounted for 63% of Group turnover.

Further information on the financial

performance of the Adult and

Children’s divisions can be found on

page 30 of this Annual Report.

In 2022/2023, we consolidated our

author portfolio, concluding new

contracts with existing major authors

including Sarah J. Maas, Samantha

Shannon, J.K. Rowling, Elizabeth

Gilbert, Ann Patchett and Louise

Kennedy. We also signed major

deals with Gillian Anderson and

Jimmy Wales and bought out the

intellectual property rights to our

new fast-growing Children’s brand

BunnyAdventures.

www.bloomsbury.com

Bloomsbury Publishing Plc

Adult Trade

Adult Trade made significant progress

in delivering its new publishing

strategy during the year, including

the launch of our Bloomsbury Tonic

imprint with Cariad Lloyd’s You are

not Alone and Munroe Bergdorf’s

Transitional. This imprint is dedicated

to books that help us to think, feel

and live well. Our new poetry list also

enjoyed success in its first year with

Anthony Joseph winning the coveted

T.S. Eliot Prize for Sonnets for Albert.

In Adult Fiction, Samantha Shannon’s

A Day of Fallen Night reached

Number 1 in the UK, and Number

3 in Australia and the US. Kamila

Shamsie’s Best of Friends, Louise

Kennedy’s Trespasses, Leila Motley’s

Night Crawling and George Saunders’

Liberation Day, all published to

great critical acclaim and award

recognition. Adult Non-Fiction sales

were driven by the launch of Peter

Frankopan’s TheEarth Transformed,

Edward Enninful’s A Visible Man, the

international bestselling I Want to Die

But I Want to Eat Tteokbokki, Paul

Hollywood’s Bake and Tom Kerridge’s

Real Life Recipes.

In 2022/2023, debut author Leila

Mottley became the youngest author

ever longlisted for the Booker Prize

with Nightcrawling, and debut novelist

Louise Kennedy won the Irish Book

Award for Trespasses and the 2023

British Book Awards Book of the Year

– Debut Fiction award.

The markets we serve

• Wholesalers and retailers

(physical and online)

• Adult and young readers

(children and young adults)

• Foreign language publishers

A new structure

In March 2022, we announced a new

structure for the Adult Trade division,

to comprise three sub-divisions:

Bloomsbury Trade, Bloomsbury

Lifestyle and Bloomsbury General.

This is a key pillar of our organic

growth strategy to broaden our

publishing across commercial genres,

at the same time as continuing to

invest in our established business of

literary publishing. During 2022/2023

we made key editorial appointments

to support this new structure and

future growth.

Head of Zeus

Head of Zeus (“HoZ”) – acquired by

Bloomsbury in 2021 – celebrated its

anniversary in 2022, enjoying

two bestsellers during the year:

Faith Hogan’s The Ladies’ Midnight

Swimming Club and Fintan O’Toole’s

We Don’t Know Ourselves. Other top

performers for HoZ were A. G. Riddle’s

Lost in Time and Elodie Harper’s

House with the Golden Door. HoZ

also enjoyed its first TikTok sensation

with Bunny by Mona Awad, which has

now sold over 100,000 copies, and has

been optioned for film by J.J. Abram’s

Bad Robot Productions. An adaptation

of Min Jin Lee’s Pachinko aired on

AppleTV, driving sales of the title to

over 140,000 copies in the year.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Author Katya Balen with the

Yoto Carnegie Medal

Children’sTrade

Our Children’s fiction remained strong

across the board with the success of

Lost Girl King by Catherine Doyle and

The Golden Swift by Lev Grossman,

complemented by two significant

breakout successes by debut authors:

• The agenda-setting You Don’t

Know What War Is by Yeva

Skalietska, the diary of a 12-year-old

Ukrainian girl, which received a full

sweep of media coverage including

a TedX Talk, raised funds for

UNHCR, and has sold over 25,000

copies to date

• As Long as the Lemon Trees

Grow by Zoulfa Katouh, a ground-

breaking young adult novel

about love and loss set amid the

Syrian revolution, by an author of

Syrianheritage

Katya Balen won the prestigious 2022

Yoto Carnegie Medal for outstanding

fiction written in the English language

for children and young adults for her

novel October, October.

Our Children’s illustrated publishing

performed strongly, led by Tom

Percival’s titles Milo’s Monster and

Billy’s Bravery, the latter being

selected as a World Book Day 2023

title and becoming a bestseller.

When Butterflies Fill the Sky by Zahra

Marwan was named in the 2022

New York Times/New York Public

Library Top Ten Best Illustrated

Children’s Books.

A significant acquisition during

2022/2023 was the buy-out of all

intellectual property rights in the

Bunny Adventures series. Sales

of Bunny Adventures titles grew

significantly during 2022/2023, driven

by the huge success of the Christmas

title, We’re Going on a Sleigh Ride,

published in October 2022.

Harry Potter

2022 marked the 25

anniversary

of the publication of the first Harry

Potter title, The Philosopher’s Stone.

Bloomsbury marked the occasion

by republishing the original jacket

edition by Thomas Taylor, alongside

our biggest ever illustrated edition,

HarryPotter and the Order of the

Phoenix, illustrated by Jim Kay and

Neil Packer. Harry Potter and the

Philosopher’s Stone maintained its

position at third place on the Nielsen

BookScan UK top ten titles for

2022 and J.K. Rowling was the sixth

bestselling author in the UK.

Our ambition is to bring the Harry

Potter novels to new audiences every

year, and we continue to promote the

bestselling series with imagination

and ambition, publishing beautifully

illustrated editions and gift editions

alongside the core editions.

Sarah J. Maas

Sarah J. Maas is the #1 New York

Times and international bestselling

author of the Throne of Glass, Court

of Thorns and Roses, and Crescent

City series. Her books have sold over

25 million copies across the world

in 37 languages. The full Court of

Thorns and Roses series is currently

in development for TV by Ron Moore,

creator of Outlander, for Hulu.

In 2022/2023, Sarah J. Maas cemented

her global position as the market-

leading fantasy author, with sales of

her titles growing by 51% on the prior

year. An innovative, year-round global

campaign led by our expert in-house

Sarah J. Maas brand team successfully

engaged current fans while expanding

new readership in the burgeoning

market for the ‘romantasy’ genre

ofpublishing.

For a list of the Division’s awards

and shortlistings in 2022/2023, visit

https://www.bloomsbury.com/uk/

connect/about-us/our-success/

www.bloomsbury.com

Bloomsbury Publishing Plc

Consumer Division

continued

Strategy for growth

• Implement exciting and

ambitious new publishing

plans, attracting new editorial

commissioning talent to help

drive this.

• Focus on author/property

brand development and

growth, maintaining the

success of Harry Potter and

Sarah J. Maas whilst growing

existing author brands

and identifying potential

newbrands.

• Invest in our people through

training and development,

engender a culture of

empowerment and focus

on improving diversity and

inclusion within our business.

• Maximise the sales and

profitability of our strong

backlist catalogue.

• Grow our digital format sales,

especially audio, and improve

the ‘discoverability’ of our titles

on digital sales platforms such

as Amazon.

• Implement margin

enhancement programmes

with a view to both reducing

cost and improving the

sustainability of our products.

• Deliver market-leading levels

of author care and become the

publisher of choice for authors,

illustrators and publishing

professionals alike.

• Seek value-adding M&A

opportunities.

The Value We Add

The Consumer Division creates

value through the following

activities:

• Discovering and nurturing

debut author talent.

• Championing existing authors

and growing their success

through strategic sales and

marketing.

• Maximising the potential of

our major brands, such as

Harry Potter, Sarah J. Maas and

Samantha Shannon, reaching

new audiences through

innovative publishing.

• Leveraging existing intellectual

property rights, including by

entering into licensing deals

with foreign publishers.

• Publishing high-quality,

entertaining and award-

winning books for children

and young adults, with the aim

of promoting literacy skills,

fostering joy, curiosity, empathy

and imagination and igniting a

lifelong love of reading.

2022/2023 Key financial figures

£166.7m

Revenue

£79.9m

Revenue – UK

£70.5m

Revenue – US

£16.3m

Revenue – Other territories

£18.1m

PBTA

11%

PBTA Margin

* PBTA is profit before taxation, amortisation

of acquired intangible assets and other

highlighted items

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

The Non-Consumer Division publishes works of excellence and

originality to inspire, educate and inform its specialist audiences.

Non-Consumer publishing is characterised by more predictable

and profitable repeat revenue streams, is less reliant on retailers

and presents greater direct digital and global sales opportunities.

Revenues are derived from Academic & Professional, which

includes Bloomsbury Digital Resources, Educational and

Special Interest publishing.

2022/2023 Highlights

Growth in Non-Consumer

publishing

The Non-Consumer Division’s

revenue grew to £97.4 million, up

19% from £81.9 million in 2021/2022.

2022/2023 profit before tax and

highlighted items increased by

43% to £13.1million (2021/2022:

£9.1 million). Over the years, the

Division has grown significantly and

in 2022/2023 the Division’s revenue

accounted for 37% of Group turnover.

This is the result of a clear long-term

investment strategy and strong vision

for growth, particularly in terms of

digitalinnovation.

Bloomsbury is highly committed to building

the business of the Non-Consumer Division,

with its clear focus on life-long learning in the

fields of study, academic research, professional

practice and specialist interests. We continue

to invest strategically in our people, expert

content, digital innovation, company

acquisitions and creative partnerships.

Jenny Ridout

Managing Director, Non-Consumer

Division

Academic & Professional

Publishing

The Academic and Professional

division’s revenue grew by 28%

to £75.7 million (2021/2022:

£59.3million). In 2022/2023 digital

publishing (BDR and e-books)

comprised 52% of the Division’s

turnover, with revenue from

Bloomsbury Digital Resources growing

41% to £26.2 million (2021/2022:

£18.6 million). Our digital strategy

supports the ongoing shift to digital

learning, our mergers and acquisitions

accelerate the breadth and depth

of our content and digital products,

while ongoing investments in our

long-term organic growth strategy,

people, platforms and infrastructure

underpin our rapid growth. Diversity,

Equity and Inclusion partnerships

such as Lit in Colour, our Widening

Representation Fund, our Writers &

Artists financial assistance programme

and our Open Access Collections

extend our mission to widen access

and effect change in the publishing

and education landscape itself. See

pages 72 to 73 for more information

about these initiatives.

www.bloomsbury.com

Bloomsbury Publishing Plc

Non-Consumer Division

Bloomsbury Digital

Resources

Bloomsbury Digital Resources

(“BDR”) provides innovative and

award-winning digital academic and

professional resources, sold directly

to higher education institutions,

schools, public libraries and

companies worldwide. Combining

digital products of excellence and

originality with the strength and

range of the Division’s extensive

IP catalogue alongside media and

content partnerships enables BDR to

deliver growth from the high-quality

platforms and infrastructure it is

continuing to build. In 2022/2023, BDR

delivered revenue of £26.2 million,

an increase of 41% on the prior year.

BDR’s growth has been accelerated by

the acquisition in 2021 of ABC-CLIO,

which provides major digital resources

for the US high school library market,

and Red Globe Press, which has

enabled Bloomsbury to expand into

new subject areas of publishing. BDR

continues to drive ambitious organic

growth plans with the addition of

video content collections and major

online subject hubs in the Arts,

Humanities and Social Sciences. BDR’s

customer base continues to increase

as our market penetration deepens.

The number of Academic customers

increased by 15% during the year,

to2,592.

Bloomsbury Education

Bloomsbury Education aims to be

the go-to educational publisher for

innovative and inclusive educational

resources, whether books and online

resources for teachers to help with

their own professional development,

materials they can use to have

real impact in the classroom or

fiction for children to read which is

representative of them and the world

they live in.

Bloomsbury Education has made

great strides in increasing the diversity

of our author and illustrator base

and we continue to do this through

our Bloomsbury Readers and in

other areas of our teacher resource

publishing. In January 2023, we

published a further title in our ‘Ninja’

series which, alongside the other

titles from Andrew Jennings, helps

to bridge the gap between learning

in school and at home. As part of our

Education strategy for the year ahead,

we are moving some of our education

brands into the consumer market

space by developing new products

directed at parents.

Special Interest

The Special Interest Division continues

to align its core focus of publishing

non-fiction for those communities

who want to learn and increase

their knowledge in a broad range of

hobbies, enthusiasms and interests.

The division is a market leader in many

of these areas including a wide range

of subjects: including military history;

nautical; science and nature; sport and

wellbeing; arts and crafts; philosophy;

religion; current affairs and business.

The purchase in 2022/2023 of UIT

Cambridge, known for publishing

science-leading, evidence-based and

environmental books will enhance

existing subject areas within the

Special Interest division, including

by expanding its science and nature

publishing programme which includes

Bloomsbury Wildlife, Helm and

Sigma, as well as adding new subject

areas to the Special Interest division’s

publishing.

The markets we serve

• Global academic research

community, school and higher

education students who

use our books and digital

resources.

• Professionals, who use our

online law, accounting and

taxservices.

• Corporations and institutions

worldwide looking for

publishing services.

• Communities of interest in

sports, nautical, military history,

natural history, arts and crafts

and popular science.

• Teachers and trainee teachers

looking for content to support

professional development and

their teaching.

Total number of BDR customers year on year

FY18FY16FY14 FY15 FY17 FY19 FY20 FY21 FY22

1918

1109

899

769

634

344

201

156

2263

500

1000

1500

2000

2500

Number of customers

2592

FY23

3000

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Expansion in

internationalrevenues

In 2022/2023, we continued our

strategy of expanding international

revenues, including taking steps to

maximise sales in the US academic

market, the biggest academic market

worldwide. This included leveraging

our acquisitions of ABC-CLIO and

RGP to penetrate new markets and

expand our customer base.

2022/2023 progress:

• 76% of Academic BDR sales are

international (non-UK customers).

• US Academic & Professional sales

increased by 74%.

• Australia Academic & Professional

sales increased by 127%.

The Value We Add

The Non-Consumer Division creates value through the following activities:

• Publishing academic books in print and ebook formats

Arts, humanities and social sciences publishing for students and

academics. Expert content curation, editorial and publishing services,

global specialist sales and marketing expertise. Global sales distribution

through multiple channels.

• Creating high-quality digital academic resources

Online services sold direct to institutions worldwide through subscription

and perpetual access. Expertise in content curation, user experience,

digital platform development and direct selling to institutions worldwide.

• Professional development book and online information publishing

Online and print resources for librarians, business practitioners, qualified

and trainee solicitors, barristers, accountants and tax practitioners,

e.g. Bloomsbury Professional Online sold direct through subscription.

High-quality content and digital platform capabilities.

• Publishing books and online resources for teachers

Content to support professional development for school and

traineeteachers.

• Provision of publishing services

A range of end-to-end publishing and content services including Open

Access, digital and print, provided to authors, funders, corporations

andorganisations.

• Publishing books, audiobooks, games and special interest

digitalresources

Rich and compelling content and online services for a range of niche

communities of interest. Content is sold direct through Bloomsbury

websites and through wholesale and retail intermediaries.

2022/2023 Key financial figures

£97.4m

Revenue

£64.7m

Revenue - UK

£27.8m

Revenue - US

£4.9m

Revenue - Other territories

£13.1m

PBTA*

13%

PBTA Margin

* PBTA is profit before taxation, amortisation

of acquired intangible assets and other

highlighted items

Bloomsbury Art Markets

www.bloomsbury.com

Bloomsbury Publishing Plc

Non-Consumer Division

continued

Acquisitions

In 2022/2023, the Division made

significant progress with integrating

recent acquisitions, leveraging the

content acquired through global

sales and cross-selling existing digital

products to new markets, which

Bloomsbury has gained access to as a

result of these strategic acquisitions:

• ABC-CLIO publishes reference,

online curriculum and professional

development materials in both

print and digital formats for

schools, academic and public

libraries, primarily in the US.

ABC-CLIO’s 34 databases provide

curriculum-aligned content

and lesson plans, professional

development support and

student activities to US schools

and academic institutions. A new

digital resource, Asian American

Experience, was launched in

September 2022.

• More than 7,000 text book titles

and the digital studies skills

resources of Red Globe Press,

with its high-quality publishing

for higher education students in

humanities and social sciences,

business and management, and

study skills, are now fully integrated

into Bloomsbury Academic.

• The acquisition of more than 2,000

films of Artfilms with its unique

collections showcasing the global

diversity and breadth of the arts,

was re-launched as a new product,

The Bloomsbury Video Library, in

December 2022.

Content of excellence

andoriginality

The Division’s excellence and

originality shone through with many

award wins and shortlistings, including

being shortlisted, once again, for

Academic, Professional and Education

Publisher of the Year at both the 2023

British Book Awards and the 2023

Independent Publishers Guild Awards.

Bloomsbury Digital Resources’

Theology and Religion Online

was named a Choice Outstanding

Academic Title as well as winning

the Library Journal Best in Reference

Award alongside the Bloomsbury

Architecture Library. TheDivision had

nine Choice Outstanding Academic

Title winners and two PROSE

Award winners. The Popular Culture

Association John G Cawelti Award was

won by Communicating Fashion. The

British Association for Irish Studies

Award was won by Irish London and

the American Educational Studies

Association was awarded to Against

Sex Education. The Critics Circle

Award for Best New Play was awarded

to Best of Enemies by James Graham.

The Winner of the Scottish Association

of Geography Teachers Award was

awarded to Sustainability Education

and Making Ukraine Soviet was

awarded the American Association

for Ukrainian Studies Book Prize and

British Association for Slavonic and

East European Studies – Alexander

Nove Prize.

For the full list of the Division’s

awards and shortlistings in

2022/2023, visit https://www.

bloomsbury.com/uk/connect/about-

us/our-success/

Strategy for Growth

• Ongoing investment in organic growth plans in core publishing areas.

• Expansion of Bloomsbury Digital Resources portfolio of products.

• Growth in sales of Bloomsbury Digital Resources; BDR target to achieve

40% organic revenue growth over the five years to 2027/2028.

• Expansion of international revenues particularly in the US.

• Strategic bolt-on acquisitions to accelerate growth, strengthen content

coverage and IP ownership, grow market penetration and bolster

digitalstrategy.

• ESG: pursue new innovation, partnerships and initiatives in line with our

Group-wide Sustainability and Diversity, Equity and Inclusion Action Plans.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

£98.3m

Revenue

£144.6m

Revenue

Bloomsbury US

Established in 1998, Bloomsbury US publishes high-quality fiction

and non-fiction for adults and children as well as cutting-edge

scholarship from a global list of renowned academic authors.

Our extensive list of bestselling and award-winning trade authors

includes Carol Anderson, Sam Quinones, Jesmyn Ward, Susanna

Clarke, Sarah J. Maas, Brigid Kemmerer, Renée Watson and

many more. Bloomsbury Academic publishes a rich portfolio of

content, in both print and digital formats, across a broad range of

disciplines within the humanities, social sciences and law.

2022/2023 Highlights

Bloomsbury US began 2022/2023 with tremendous momentum

and the courage of our purpose, mission and values. Our stated

goals were to extend the previous year’s successes, focusing

on our brand growth as an employer, trade and academic

publisher, and expanding our overall reach to include the widest

audiencepossible.

2022/2023 was another record-breaking year for Bloomsbury

US with record revenue growth of 41% to £98.3m. This growth

was coupled with a tremendous year of awards, bestsellers and

accolades. The financial year began with the news of our first

ever Pulitzer Prize winner, Chasing Me to My Grave by the late

Winfred Rembert as told to Erin I. Kelly, and culminated with over

15prestigious Academic awards.

This year’s performance was led by the continued growth of Sarah

J. Maas, whose backlist of 15 published titles achieved excellent

year-on-year growth, with a combined total of 46 weeks on the

New York Times Bestseller list in the financial year. In addition,

House of Sky and Breath by Sarah J. Maas won the Goodreads

Choice Award (Maas’ 7th Goodreads Choice win) for Best Fantasy

with more than 150,000 votes, over 50,000 more than the nearest

competitor. Over 25 million copies of titles by Sarah J. Maas have

been sold worldwide, and fans are eagerly awaiting House of

Flame and Shadow, which will publish on 30 January 2024.

In addition to the bestseller positions held by Sarah J. Maas,

our trade publishing included five New York Times Bestsellers:

Dirtbag, Massachusetts by Isaac Fitzgerald, Bake by Paul

Hollywood, This Wicked Fate by Kalynn Bayron, Defend the

Dawn and Forging Silver into Stars by Brigid Kemmerer. The

strength of our trade publishing programme was recognised with

a wide range of finalists and awards across adult and children’s

publishing, including debut fiction successes that bookended

the financial year. Adult debut novel Little Rabbit by Alyssa

Songsiridej was shortlisted for the Center for Fiction’s First Novel

Prize and was a Finalist for the PEN/Hemingway Debut Novel

Award. Songsiridej was also named one of The National Book

Foundation’s 5 under 35, while debut Young Adult novel, She

is a Haunting by Trang Thanh Tran, published on the last day of

the financial year as the Consumer Division’s first ever Barnes &

Noble and Target YA Book Club pick.

Adrienne Vaughan

President

Bloomsbury Academic’s US brand, reputation and

market strength also continued to grow in 2022/2023,

with a broadening product range and an ever-expanding

institutional and schools customer base. Bloomsbury’s

acquisition of ABC-CLIO in December 2021 fuelled the US

division’s growth in 2022/2023. The combined integrated

strength of the two companies was particularly demonstrable

on the digital side of the Academic business, as BDR’s

flagship digital resource Drama Online and other portfolio

products were widely embraced by the high school market,

while ABC-CLIO’s suite of 34 databases benefited from

renewed academic and higher education market focus

andattention.

Bloomsbury’s rich Academic product portfolio reflects

valuable partnerships built with other publishers and globally

iconic cultural brands, such as the Royal Shakespeare

Company and the National Theatre. Our US academic

institution customers are investing deeply in our content

offering, including our frontlist ebook collections, in addition

to acquiring a range of our BDR products. The overall US

academic market continues to see a shift to digital, and

Bloomsbury is at the forefront with BDR products including

Bloomsbury Collections.

Bloomsbury’s growing force in reference was further

recognised with a host of awards, including six 2023 PROSE

finalists and one category winner, and seven 2023 Library

Journal Best in Reference mentions, including four ABC-CLIO

print titles. In addition, key series such as 33 1/3 and Object

Lessons continue to gain traction, with increasing publicity

and media mentions and a growing audience outside of

traditional academic channels.

This year’s achievements across all divisions are a testament

to our 175 employees across 19 US states, and our ongoing

focus on developing dynamic, diverse, and differentiated lists,

author talent, products, and channels, all grounded in our

company values, purpose and mission.

www.bloomsbury.com

Bloomsbury Publishing Plc

Our International Offices

Bloomsbury India

Bloomsbury India was established in 2012 with the

objective of maximising sales in the Indian market and

building strong Indian origin publishing programmes

offering significant and sustainable growth. The company

has a diverse publishing catalogue with strong publishing

programmes in Adult Trade, Children’s, and Academic &

Professional. Bloomsbury India is among the top four Indian

publishers of adult trade books with over 1,000 active India

originating titles in its list.

2022/2023 was a year of achievement, as Bloomsbury

India marked its ten-year anniversary. Revenue increased

by 22% on the previous year with both Consumer and

Non-Consumer Divisions achieving growth. In 2022/2023,

Bloomsbury India published 167 new India origin titles.

To diversify its list, and to give access to quality content in

different Indian languages to a wider readership, during

the year Bloomsbury India embarked on the translation of

selected vernacular works into English.

In 2022/2023, Bloomsbury India was recognised by

the Federation of Indian Chambers of Commerce and

Industries awards, winning Business Book of the Year

(Business Management) for Demystifying Leadership

by Asha Kaul and Vishal Gupta. Bloomsbury India also

received three further awards from the Federation of Indian

Publishers for excellence in book production.

Bloomsbury Australia

Bloomsbury Australia was established in 2010, and

is responsible for Australian and New Zealand sales,

marketing and distribution of Bloomsbury titles

commissioned and published in the UK and US.

2022/2023 Highlights

2022/2023 was another dynamic year filled with both

challenges and opportunities. In 2022, the market

delivered the highest-grossing year on record for book

sales in Australia, up 7.2% on the prior year for print sales.

Bloomsbury continued to deliver year-on-year growth,

outpacing the market with print sales growth of 7.9%

over the same period. Total revenues were up 23% on the

previous year and the strong performance of our key brands

was complemented by successful new releases. Industry

acclaim came in the form of a shortlisting for International

Book of the Year for Ann Patchett’s These Precious Days in

the 2022 Australian Book Industry Awards.

Bloomsbury Australia’s performance in 2022/2023 was

underpinned by our key brands:

• Sarah J. Maas, whose sales growth through Bloomsbury

Australia made her the sixth highest-grossing author in

the Australian market in 2022;

• In 2022/2023, we celebrated the first publication of

HarryPotter and the Philosopher’s Stone; 26 years on,

sales remain strong, growing 7% on the prior year to

position J.K. Rowling as the fifth highest-grossing author

across the entire Australian market;

• Spurred on by BookTok, sales of Madeline Miller’s

ASong of Achilles was our highest-selling individual title

for the year.

While these three authors provided a solid foundation for

our business, we were proud to deliver terrific results for

an impressive frontlist line-up. Stand-outs included Johann

Hari’s bestseller Stolen Focus and Kamila Shamsie’s new

book, Best of Friends, became her fastest-selling title to

date on the Australian market.

Cristina Cappelluto

Managing Director

Rajiv Beri

Managing Director

Australia

£16.1m

Revenue

India

£5.0m

Revenue

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

In 2022/2023, Group revenues increased by 15% to

£264.1million (2021/2022: £230.1 million).

They grew by 43% from 2020/2021.

Penny Scott-Bayfield

Group Finance Director

The Non-Consumer Division delivered

strong revenue growth of 19%,

driven by the excellent performance

of Bloomsbury Digital Resources

(“BDR”), where revenue increased by

41% to £26.2 million. Total revenue in

the Non-Consumer Division increased

by 19% to £97.4 million (2021/2022:

£81.9 million), generated by 28%

growth in the Academic & Professional

division, with the Special Interest

division in line with last year.

The Consumer Division generated

strong revenue growth of 12%

to £166.7 million (2021/2022:

£148.2million), with excellent trading

delivered by the Children’s division,

across front and backlist titles.

Revenue by territory

Revenues from customers outside the

UK totalled £191.5 million (2021/2022:

£150.8 million), increasing to 73% of

total revenues (2021/2022: 66%).

The chart below shows where Group

revenues by source were generated

for the year ended 28 February 2023.

India

37%

Australia

Revenue by channel

Digital sales grew by 31%, driven

by ebook revenue growth of 25%,

the 41% increase in BDR revenues

and audio revenue growth of 29%.

Print sales were strong with a 9%

increase during the year, with growth

in Consumer and Non-Consumer

sales. Rights and services revenues

increased by 29%.

The chart below shows the proportion

of Group revenue that each channel/

format generates.

25%

Digital

Rights and services

Profit

Profit before tax and highlighted items

increased by 16% to £31.1million

(2021/2022: £26.7million). Profit

before tax increased by 15%

to £25.4million (2021/2022:

£22.2million).

The increased profit was driven by

the strong performance of both

the Consumer and Non-Consumer

Divisions, with Non-Consumer profit

up 43% to £13.1 million (2021/2022:

£9.1 million) and Consumer profit

before taxation and highlighted items

up 2% to £18.1 million (2021/2022:

£17.8 million).

£31.1m

Profit before tax and

highlighteditems

20.4%

ROCE

£264.1m

Group revenue

30.56p

Adjusted diluted EPS

(pence per share)

www.bloomsbury.com

Bloomsbury Publishing Plc

Financial Review

The operating profit margin was 9.7%

(2021/2022: 9.8%). The operating profit

margin before highlighted items was

maintained at 11.8%. Administrative

expenses, excluding highlighted items

were 24% higher; this was due to the

impact of acquisitions and increased

staff costs, including the Group-wide

cost-of-living payments.

Highlighted items in the year comprised

the amortisation of acquired intangible

assets of £5.2 million (2021/2022:

£2.8million), one-off restructuring

costs and legal and other professional

fees relating to the acquisitions of

£0.5million (2021/2022: £1.8 million).

Interest

The net finance cost was £0.2 million

(2021/2022: £0.4 million). The finance

income of £0.3 million relates to bank

interest and the unwinding of interest

on long-term revenue contracts.

The finance cost of £0.5 million

predominantly relates to interest on

lease liabilities under IFRS 16.

Taxation

The tax charge of £5.2 million

(2021/2022: £5.3 million) is a reported

effective rate of tax of 20.3%, lower

than the reported rate of 23.9% for

the prior year. Excluding the effect

of highlighted items, the effective

tax rate for the Group was 18.9%

(2021/2022: 19.4%).

Earnings per share

Diluted earnings per share before

highlighted items increased by 18% to

30.56 pence (2021/2022: 25.94 pence),

as a result of profit growth. Diluted

earnings per share, after deducting

highlighted items, increased by

21% to 24.54 pence (2021/2022:

20.33pence). Information on

distributable reserves can be found in

Note 43. Information on the dividend

can be found in the Chief Executive’s

Review on page 31.

Capital structure

Our balance sheet at 28 February 2023 is summarised in the table below:

2023

£m

2022

£m

Goodwill and acquired intangible assets 77.7 79.7

Internally generated intangible assets 9.2 8.6

Investments – 0.1

Property, plant and equipment 2.5 2.3

Net right-of-use assets and lease liability (1.5) (1.6)

Net deferred tax assets 4.8 3.5

Working capital 43.8 35.2

Other non-current assets and liabilities (0.2) –

Total net assets before net cash 136.3 127.8

Net cash 51.5 41.2

Total net assets 187.8 169.0

Net assets per share were 230 pence (2022: 207 pence). The main movements on

the balance sheet were cash and working capital. The £10.3 million increase in net

cash was due to strong trading and cash generation. Working capital increased

mainly due to inventory.

Inventories were 28% higher at £43.4 million (2022: £33.8 million), reflecting

increased levels to ensure stock availability.

Total trade and other receivables increased by 8% to £113.8 million (2022:

£105.8million). Net trade receivables were 6% higher at £69.2 million (2022:

£65.2million) due to strong trading during the year.

Trade and other liabilities increased by 8% to £111.6 million (2022: £103.0 million).

Trade payables were 16% higher at £35.0 million (2022: £30.2 million) due to

timing of printing. Accruals were £2.6 million higher than last year at £44.1 million

(2022: £41.5 million) due to strong trading.

Cash

Cash and cash equivalents were £51.5 million (2022: £41.2 million). Cash flow

conversion in the year was 107% (2022: 194%).

The net cash generated from operating activities, including the effect of

highlighted items, was £26.7 million (2022: £39.8 million). This movement is due

to increased profit and working capital. Cash used in investing activities was,

principally, the cost of internally generated intangible assets such as product

and system development. Cash used in financing activities mainly comprised

dividendpayments.

Liquidity

The Group has an unsecured committed revolving credit facility with Lloyds Bank

Plc of £10.0 million. The facility is subject to two covenants, being a maximum

net debt to EBITDA ratio of 2.5x and a minimum interest cover of 4x. The loan

facilities mature in October 2024. The Group’s net cash position changes over

the course of the year as a result of the seasonality of the business, with the most

significant expenses being the payment of royalties in March and September,

and the most significant sale receipts being in February from Christmas sales.

At28February 2023, the Group had £nil drawdown (2022: £nil) of this facility with

£10.0 million of undrawn borrowing facilities (2022: £10.0 million) available.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Alternative performance measures

The Board considers it helpful to provide performance measures that it uses to assess the operating performance

oftheGroup.

The Annual Report presents non-GAAP measures alongside the standard accounting terms prescribed by IFRS and the

Companies Act, as the Board considers they would be beneficial to users.

These measures exclude Income Statement items arising from significant non-cash charges and major one-off initiatives,

which are highlighted in the Income Statement because, in the opinion of the Directors, separate disclosure is helpful in

understanding the underlying performance of the business that underpins long-term value generation. These measures

also enable investors to more easily, and consistently, track the underlying operational performance of the Group and

its operating segments by separating out those items that are not representative of the underlying performance of the

business. The Income Statement items that are excluded from adjusted profit measures are referred to as highlighted items.

Alternative performance measures are used by the Board and management for planning and reporting, and have remained

consistent with the prior year. The Group’s definition of adjusted performance measures may not be comparable to other

similarly titled measures that are used by other companies.

Both adjusted profit measures and highlighted items are presented together with statutory measures on the face of the

Income Statement. Details of the charges and credits presented as highlighted items are set out in Note 4 to the financial

statements. The basis for treating these items as highlighted is as follows:

Profit before tax and highlighted items/Adjusted profit

Profit before tax and highlighted items or adjusted profit is profit before tax, amortisation of acquired intangibles and other

highlighted items.

2022/2023

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Unallocated

£’000

Total

£’000

Profit/(loss) before

taxation and highlighted

items 17,169 952 18,121 12,437 616 13,053 (76) 31,098

Amortisation of acquired

intangible assets – (352) (352) (4,660) (214) (4,874) – (5,226)

Other highlighted items – – – – – – (457) (457)

Profit/(loss) before taxation 17,169 600 17,769 7,777 402 8,179 (533) 25,415

Amortisation of acquired intangible assets

Charges for amortisation of acquired intangible assets arise from the purchase consideration of a number of separate

acquisitions. These acquisitions are strategic investment decisions that took place at different times over a number of years,

and so the associated amortisation does not reflect current operational performance.

Other highlighted items

Other highlighted items are recorded in accordance with the Group’s policy set out in Note 4 of the financial statements.

They arise from one-off major initiatives such that, in the opinion of the Directors, separate disclosure is helpful in

understanding the underlying performance of the business that underpins long-term value generation. Examples include

major restructuring initiatives or legal and professional fees arising from an acquisition. In the opinion of the Directors,

separate disclosure is helpful in understanding the underlying performance and future profitability of the business.

Tax related to highlighted items

The elements of the overall Group tax charge relating to the above highlighted items are also treated as adjusting. These

elements of the tax charge are calculated with reference to the specific tax treatment of each individual highlighted item.

www.bloomsbury.com

Bloomsbury Publishing Plc

Financial Review

continued

Adjusted diluted earnings per share/Diluted earnings per share,

excludinghighlighted items

Adjusted earnings includes profit before tax and highlighted items net of adjusted tax. Adjusted earnings is included as a

non-GAAP measure as it is used by management to evaluate performance and by investors to more easily, and consistently,

track the underlying operational performance of the Group over time. Adjusted earnings per share is calculated as adjusted

earnings divided by the diluted weighted average number of shares in issue.

Tax on other highlighted items is excluded from adjusted earnings. The Group includes the tax amortisation benefit of

goodwill and intangible assets within adjusted tax as this benefit more accurately aligns the adjusted tax charge with the

expected cash tax payments.

2022/2023

£’000

2021/2022

£’000

Profit before taxation 25,415 22,181

Amortisation of acquired intangible assets 5,226 2,835

Other highlighted items 457 1,715

Adjusted profit before tax 31,098 26,731

Tax expense 5,171 5,291

Deferred tax movements on goodwill and acquired intangible assets 631 (207)

Tax expense on other highlighted items 79 99

Adjusted tax 5,881 5,183

Adjusted earnings 25,217 21,548

Diluted weighted average shares in issue 82,509,514 83,063,193

Adjusted diluted earnings per share 30.56p 25.94p

Return on capital employed

Return on capital employed is calculated as profit before tax with other highlighted items and net finance costs added

back, divided by average capital employed for the last two years. Capital employed is gross assets excluding cash and cash

equivalents, deferred tax assets and current tax receivables less trade and other payables and lease liabilities.

2022/2023

£’000

2021/2022

£’000

Profit before taxation 25,415 22,181

Other highlighted items 457 1,715

Net interest 188 381

Return 26,060 24,277

Average gross assets 302,175 274,355

Less: Average cash and cash equivalents (46,383) (47,846)

Less: Average deferred tax assets (7,548) (5,694)

Less: Average current tax receivables (1,862) (782)

Average Trade and other payables (107,324) (88,685)

Average lease liabilities (11,439) (12,585)

Capital employed 127,619 118,763

Return on capital employed 20.4% 20.4%

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Cash conversion

Cash conversion shows how well the Company is converting profit into cash. It is taken from the following GAAP measures:

2022/2023

£’000

2021/2022

£’000

Cash generated from operating activities 33.3 47.7

Settlement of pre-existing acquisition liabilities – 0.4

Adjusted cash generated from operating activities 33.3 48.1

Less: Purchase of property, plant and equipment (0.8) (0.6)

Less: Purchase of intangible assets (5.2) (3.7)

Net cash generated 27.3 43.8

Operating profit 25.6 22.6

Cash conversion 107% 194%

Constant currency measures

Constant currency measures are disclosed in order to eliminate the effect of the movement in foreign exchange rates.

Changes in exchange rates used to record non-sterling businesses result in a lack of comparability between periods since

equivalent local currency amounts are recorded at different sterling amounts in different periods. Results using constant

currencies are disclosed where they have a material impact on those numbers, enabling a better understanding of the

underlying performance.

We have, therefore, restated the current year revenue and operating profit at the prior year exchange rates below.

Thecurrency adjustment is calculated by applying the monthly foreign exchange rates used in 2021/2022 to convert the

overseas revenue into sterling. This has been applied on a month-by-month basis to the 2022/2023 revenue and operating

profit. This method allows better comparability given the seasonality of the business.

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Total

£’000

Group revenue 2022/2023 –

Reported 108,897 57,796 166,693 75,749 21,660 97,409 264,102

Currency adjustment (6,814) (2,036) (8,850) (2,688) (676) (3,364) (12,214)

2022/2023 – currency adjusted 102,083 55,760 157,843 73,061 20,984 94,045 251,888

2021/2022 – reported 93,039 55,157 148,196 59,328 22,586 81,914 230,110

United

Kingdom

£’000

North

America

£’000

Australia

£’000

India

£’000

Total

£’000

Group revenue 2022/2023 – Reported 144,632 98,294 16,145 5,031 264,102

Currency adjustment – (11,043) (839) (332) (12,214)

2022/2023 – currency adjusted 144,632 87,251 15,306 4,699 251,888

2021/2022 – reported 143,192 69,651 13,133 4,134 230,110

www.bloomsbury.com

Bloomsbury Publishing Plc

Financial Review

continued

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Unallocated

£’000

Total

£’000

Group operating

profit/

(loss) 2022/2023 –

reported 17,313 681 17,994 7,851 443 8,294 (685) 25,603

Currency adjustment (1,482) (65) (1,547) (244) (58) (302) 9 (1,840)

2022/2023 – currency

adjusted 15,831 616 16,447 7,607 385 7,992 (676) 23,763

2021/2022 – reported 15,962 1,776 17,738 6,792 (136) 6,656 (1,832) 22,562

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Unallocated

£’000

Total

£’000

Group operating

profit/

(loss) before

highlighted items

2022/2023 – reported 17,313 1,033 18,346 12,511 657 13,168 (228) 31,286

Currency adjustment (1,482) (65) (1,547) (605) (58) (663) – (2,210)

2022/2023 – currency

adjusted 15,831 968 16,799 11,906 599 12,505 (228) 29,076

2021/2022 – reported 15,962 2,048 18,010 9,141 78 9,219 (117) 27,112

Where no reconciliation is provided above for alternative performance measures, sufficient information is included in the

narrative to be able to perform a reconciliation.

Penny Scott-Bayfield

Group Finance Director

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Section 172 of the Companies Act 2006

A director of a company must act in the way they consider,

in good faith, would be most likely to promote the success

of the company for the benefit of its members as a whole

and, in doing so, have regard (amongst other matters) to:

• The likely consequences of any decisions in the

long term;

• The interests of the company’s employees;

• The need to foster the company’s business relationships

with suppliers, customers and others;

• The impact of the company’s operations on the

community and the environment;

• The desirability of the company maintaining a reputation

for high standards of business conduct; and

• The need to act fairly as between members of

thecompany.

As part of their induction, the Directors are briefed on their

duties, including their duties under s172, and are able to

access professional advice on these, either through the

Company, or from an independent provider should they

consider it necessary.

The Board believes that the Company can only be

successful when the interests of its key stakeholders

are considered and appropriately reflected in how the

Company’s business and strategy develops. The Board has

always had regard for the potential impact of the Group’s

activities on its various stakeholders. Read more about this

on pages 52 to 58.

The Directors fulfil their duties partly through a governance

framework that delegates day-to-day decision making to

employees of the Company; details of this governance

framework are set out in the Corporate Governance section

on page 115. In delegating such decision making, the Board

is mindful of the importance of an organisational culture

which has appropriate regard for the needs and views of its

stakeholders and high ethical standards. The Board believes

that balancing the interests of the Company’s stakeholders

with the Company’s commercial objectives, and the desire

to behave as an ethical and responsible business, is

embedded in the way the Company operates, is informed

by the strong social purpose which underlies the Group’s

activities and is reinforced by a robust system of controls

and assurances. As set out in the Chairman’s statement on

pages 113 to 114 of the Corporate Governance Report, and

further on page 126 of the Corporate Governance Report,

the Board continues to focus on fostering a corporate

culture that is aligned with the Company’s purpose, values

and strategy; effective engagement with, and regard for

the concerns of, key stakeholders is an important aspect of

promoting the Company’s desired culture and reinforcing

its values.

The Board gathers relevant information and feedback on

key stakeholder interests and concerns from information

provided by the Company’s Executive Directors, senior and

functional management and through direct engagement

where appropriate. During the course of the year, the Board

maintains its oversight of the Company’s engagement with

key stakeholders by receiving reports on the Company’s

engagement mechanisms, the matters considered during

engagement, and the outcomes of such engagement.

Theinsights which the Board gains through the Company’s

engagement mechanisms form an important part of

the context for the Board’s discussions and decision-

makingprocess.

As is typical of an organisation the size of the Company,

engagement with key stakeholders in respect of day-to-day

business and operational matters is ordinarily conducted by

senior managers and other employees of the Company. By

way of example, the Board believes that engagement with

the Company’s customers and suppliers is most effectively

carried out by the operational teams that specialise in,

and are responsible for, these areas. The Board gains an

understanding of market trends through briefings by the

Executive Directors and senior managers and from financial

reporting by the Group Finance Director.

The Directors enjoy engaging with colleagues directly, both

through attendance by Senior Managers at Board meetings

to report on key developments and strategic focus in their

areas of responsibility, and by way of attending Employee

Voice Meetings, where Directors hear directly from

Bloomsbury’s employees on matters of concern and interest

to them.

The Directors of Bloomsbury – and those of all UK companies – must act in a

manner which complies with a set of general duties. These duties are detailed

in the Companies Act 2006 and include, in s172, a duty to promote the success

of the Company, as set out below.

www.bloomsbury.com

Bloomsbury Publishing Plc

Section 172 Directors’ Duties Statement

Meeting of the Bloomsbury Board’s Audit Committee

The Board believes that, individually and together, they have acted in the way they consider, in good faith, would promote

the success of the Company for the benefit of its members as a whole, having regard to the matters set out in s172(1)(a–f) of

the Companies Act 2006 in the decisions taken during the year ended 28 February 2023, as described in this Annual Report.

In particular, you are encouraged to read the following sections of this Report, which illustrate how the Directors, with the

support of the wider business, consider these matters in the course of their duties. This is not an exhaustive list as such

matters are integrated throughout this report:

• Business Model – this identifies and explains the key

resources and relationships which our business depends

upon (pages 20 and 21).

• Bloomsbury’s Culture – this describes our mission,

purpose and values which drive our culture

(pages 10 to 13).

• Strategy – this summarises our long-term strategy, our

strategic priorities, and the progress we have made in

implementing that strategy (pages 22 to 25).

• Chief Executive’s Review – this reviews our performance

and explains how our key decisions during the year have

supported our long-term strategy (pages 26 to 31).

• Stakeholder Engagement – this identifies our key

stakeholder groups and summarises how we engage

with them, their key concerns and how their interests

are taken into account in the Board’s decision making

(pages52 to 58).

• Corporate Social Responsibility Report (pages 59 to 86)

– this summarises:

– how the Directors have engaged with employees and

had regards to employee interests; and

– the ways in which we engage in respect of, and have

regard for, social and environmental issues.

• The Corporate Governance Report – this sets out the

Company’s governance framework, including how the

Directors monitor culture and support the promotion

of the desired culture necessary for the achievement of

Bloomsbury’s long-term goals (pages 126 to 132).

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

The Board is responsible for oversight

of stakeholder engagement,

ensuring that we balance the needs

and expectations of our different

stakeholder groups. The Board

maintains its oversight through

a variety of direct and indirect

mechanisms, as illustrated below.

The insights which the Board gains

through Bloomsbury’s engagement

mechanisms provide essential

context for the Board’s discussions

and decision-making process. Board

materials and discussions seek to

appropriately consider the interests of

key stakeholder groups while ensuring

the need to promote the success of

the Company for the benefit of its

members as a whole. In addition, at

each Board meeting, the Directors

are presented with a report on a

particular stakeholder group, the key

issues affecting that group and the

engagement that has taken place

to ensure a strong and continued

understanding of stakeholder interests

and concerns and the potential impact

of the Board’s decisions across our

various stakeholder groups.

On these pages, we have grouped our

stakeholders into seven key categories

and have provided an overview of

their interests and concerns, the

ways in which the Company and the

Board (directly and through the senior

management team) engage with

them, and how the interests of these

key stakeholder groups are taken into

account in our decision making and

the formulation of our strategy.

This section of the Annual Report, in

conjunction with our Section 172(1)

Statement on pages 50 to 51, sets

out how the Directors have taken

into account the interests of material

stakeholders in their decision making

during the year.

Shareholders

Employees

Employees Suppliers

Suppliers

Authors and

illustrators

Authors and Illustrators

Bloomsbury’s key stakeholder groups

Customers –

wholesale and retail

Customers – wholesale and retail

Society – including community and

the environment

Society (including

community and the

environment)

Customers – academic

and educational

institutions, corporate

customers

Customers – academic and educational

institutions, corporate customers

We believe that effective engagement with our key stakeholders, and

consideration of their interests, is a vital aspect of our ability to achieve

our mission and purpose, drive long-term value creation and ensure

Bloomsbury’s continued success.

www.bloomsbury.com

Bloomsbury Publishing Plc

Engagement with Stakeholders

Shareholders

Why they matter What matters to them Ways we engage Considering the interests

ofour stakeholders

Our Shareholders are

the ultimate owners of

Bloomsbury. They provide

capital, including for

growth, while providing

challenge and feedback

on our business model and

strategic plans. Werely

on their confidence,

support and investment

to deliver our strategy and

Bloomsbury’s long-term

sustainable success.

• Long-term value creation

through a mix of capital

appreciation and dividends.

• Timely and relevant

information on performance

against expectations.

• Dividend Policy.

• Remuneration Policy.

• Clear strategy to deliver

long-term growth.

• Opportunities for

engagement with

management.

• A supportive Company

culture and the wellbeing

ofemployees.

• ESG (environmental,

social and governance)

performance.

Our Executive Directors maintain

an investor relations annual plan,

which includes:

• Presentations given to

Shareholders upon the

release of annual or interim

results;

• Meetings with current and

prospective Shareholders

following annual and

interimresults;

• Feedback from current and

prospective Shareholders

following investor

engagement; and

• Reporting to the Board on

investor matters and investor

feedback.

The Chairman offers meetings

with our top ten Shareholders

twice a year.

The Company’s Annual

Report and Accounts provide

information about the Company’s

performance and governance.

Key information and investor

presentations are published on

the Company’s investor relations

website (www.bloomsbury-

ir.com).

The Company’s Annual General

Meeting (“AGM”) provides a

forum for all Shareholders to

address questions to the Board

and vote on key resolutions.

The Board is kept informed of

all feedback received as part

of Shareholder meetings and

consultations.

Shareholder feedback on

Bloomsbury’s strategy and

performance has been positive;

this has affirmed Bloomsbury’s

commitment to its current

strategy and areas of focus.

Seethe Strategic Report on

pages 24 to 49, which explains

the Company’s performance

and investment decisions during

2022/2023.

The Board recognises that

Bloomsbury has a broad range

of investors and aims to deliver

long-term sustainable value while

recognising their diverse interests

(e.g. capital appreciation vs

dividend earnings). The Board

considers these diverse interests

in approving annual budgets and

longer-term strategic planning.

Feedback received from

Shareholders in response to

theAnnual Report and Accounts,

and at the Company’s AGM

in respect of matters relating

to governance, are taken into

consideration by the Board in

deciding whether any revisions

to its corporate framework

arerequired.

During 2022/2023, in addition

to the usual range of matters in

respect of which we engage with

Shareholders, we consulted with

major Shareholders on the new

Remuneration Policy to be put to

Shareholders for approval at the

2023 AGM. Further information

is set out on pages 143 to 168 of

the Governance Report.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Authors and Illustrators

Why they matter What matters to them Ways we engage Considering the interests

ofour stakeholders

Authors are the lifeblood of

our Company.

• Publication of the author’s

works to a high and consistent

standard, in line with the

author’s vision for the work.

• Their work is published in a

format that has the furthest

reach in the relevant markets.

• Effective sales and

marketing representation in

relevantmarkets.

• Appropriate compensation.

• Timely and relevant

information on the publication

process and sales and

marketing strategy for

their works.

• For academic authors, to

maximise their impact on the

scholarly community, secure

tenure and promotion at

academic institutions, secure

research funding and enhance

their professional reputation.

Supporting authors in realising

their best works and ensuring

that their works are brought to

market successfully requires close

collaboration throughout the

entire publishing process, from

editorial and design, to sales

and marketing, to production

anddistribution.

Frequent and ongoing

engagement with authors and/

or their literary agents enables

us to help authors achieve

their vision and to address any

concerns they may have during

the publishingprocess.

Building strong relationships

with the markets we serve, for

example libraries, faculties and

the student community, enables

us to help shape authors’ works

for the relevant market segment.

In respect of academic

publications, monthly production

surveys and post-publication

editorial surveys are conducted

with authors in order to monitor

author satisfaction and address

any issues identified. Rigorous

peer reviews are also conducted

to ensure their work meets

a specific standard in terms

ofquality.

Authors are also provided

with a review and marketing

update three months following

publication of their works, so

that they are kept informed of

relevant marketing activities.

Topics raised during the

engagement process vary from

author to author. A key topic

of engagement in respect of

new acquisitions will be terms,

including the scope of rights

granted and royalties payable.

Other topics of engagement

include the quality of editorial

work, jacket design, marketing

and publicity campaigns and

sales activities. These are

considered and responded to on

a case-by-case basis.

Author surveys have yielded a

consistently high level of scores.

The Board is provided with

survey results for consideration

and to identify ways in which

author satisfaction can be

improved or enhanced.

Global supply chain challenges,

which continued into 2022/2023,

have resulted in longer shipping

times from printers’ location.

We have responded to this

by building in buffers to our

publication schedules to mitigate

the impact of ongoing delays

and disruptions, which can

impact on author submission

deadlines. We have sought to

provide timely guidance and

support to our authors as we

respond to these challenges.

Following the lifting of

pandemic-related restrictions,

we have resumed publicity

campaigns in the normal course;

these rely heavily on author

appearances at public events

and are an important aspect of

promoting the success of our

authors.

In addition to the usual range

of matters in respect of which

we engage with our authors

and illustrators, during the year,

we communicated closely with

relevant authors in respect of

the restructure of the Adult

Trade division of the Consumer

Division. See page 35 of the

Strategic Report for further

information on this.

www.bloomsbury.com

Bloomsbury Publishing Plc

Engagement with Stakeholders

continued

Employees

Why they matter What matters to them Ways we engage Considering the interests

ofour stakeholders

Our employees are

amongst Bloomsbury’s

most important strengths.

They are key to delivering

Bloomsbury’s purpose and

strategy, and are the driving

force behind Bloomsbury’s

success. Attracting and

retaining talent is therefore

integral to our performance

and our business model.

• Fulfilling work.

• Recognition.

• Fair and transparent

remuneration.

• Career development and

progression.

• To work in a stimulating,

positive, ethical and

supportive environment for a

business with a strong social

purpose.

• A culture of inclusivity.

• To understand business

context and strategy.

• To have a voice in

Bloomsbury’s business.

• Engagement with

management.

• The long-term health of the

business.

Information about the ways we

engage with our employees is

set out on pages 64 to 68 of the

Strategic Report.

Information about how we

consider the interests of our

employees and the outcome of

our engagement is set out on

pages 64 to 68 of the Strategic

Report.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Suppliers

Why they matter What matters to them Ways we engage Considering the interests

ofour stakeholders

Building strong

relationships with our

suppliers enables us to

obtain the best value and

quality of service. We rely

on our suppliers to provide

specialist services, which

enable us to bring our

publications and products

to market. We wish to

work with suppliers who

understand our priorities

and will adhere to our way

of working and our values.

• Shared success.

• Appropriate compensation for

services provided.

• Prompt payment.

• Predictable workloads.

• Provision of timely information

required to manage

serviceprovision.

• Clear processes.

• Inventory management.

• Impact of legislative or

regulatory changes which may

impact on service provision.

Engagement with key suppliers

is ongoing and frequent, and is

managed by the Heads of the

relevant functional divisions.

Regular formal meetings as

well as day-to-day engagement

ensure close collaboration and

the effective flow of information

required for the successful and

timely provision of services.

In the case of printers, this

includes the successful

delivery of finished stock

according to Bloomsbury’s

publicationschedules.

In the case of Bloomsbury’s

distributors, this includes

the ability to meet customer

demand and expectations,

exercise effective credit control,

and appropriately manage

stocklevels.

Significant issues arising out of

engagement with key suppliers

were reported to the Board

for consideration, including

engagement over commercial

terms and our responses to

global supply chain challenges.

Various supplier reporting

processes are in place to manage

credit risk, bad debt and retail

customer charges and returns.

Factors impacting on the

provision of services (such as

ongoing global supply chain

disruptions, paper availability,

supplier capacity, internal

restructuring by print supplier

or restrictions on storage space)

are taken into account by

Bloomsbury in placing work with

relevant suppliers.

The Board is committed to high

standards of ethical business

conduct. The policies and

procedures relevant to business

conduct are available to all

employees and are incorporated

by reference into our contracts

with suppliers.

During the year, we continued

to engage with key suppliers to

manage supply chain challenges,

which continued into 2022/2023,

including the availability of raw

materials for printed products

and inventory control following

adaptive measures taken by

publishers in response to such

challenges. Engagement also

concerned cost impacts arising

out of an increase in energy

prices and of raw materials.

In addition, an important

subject of engagement with key

suppliers during the year was

sustainability, including access to

relevant environmental data and

the consideration of measures

to reduce the Scope 3 impact of

ouroperations.

www.bloomsbury.com

Bloomsbury Publishing Plc

Engagement with Stakeholders

continued

Customers – wholesale and retail

Why they matter What matters to them Ways we engage Considering the interests

ofour stakeholders

Wholesalers and retailers

are Bloomsbury’s primary

route to market.

Collaboration with such

parties is an important

aspect of ensuring a work is

published successfully.

Regular engagement with

key customers builds trust

and nurtures long-term

relationships, which in turn

encourages support for

Bloomsbury titles.

Wholesale and retail

customers provide valuable

insight into consumer

trends and advice on

optimum release dates in

order to maximise sales.

• Maximising sales.

• Maximising revenue and

margins.

• Ensuring a level playing

field across wholesalers and

retailers.

• Reliability of publishing

schedules.

• Timely delivery of stock.

• Inventory control.

• Promotional support.

Senior management meets with

key customers at relevant book

fairs.

Bloomsbury’s sales team meets

regularly with customers, to

discuss forthcoming titles and

publishing programmes. Sell-ins

to customers occur on a monthly,

quarterly or annual basis,

depending on the customer.

Our sales and marketing

teams liaise with key retailers

on an ongoing basis on a

range of matters with a view to

maximising sales.

Key topics of engagement

included:

• Commercial terms;

• Sales activity and sales trends;

• Matters relevant to

maximising the success of

particular titles, including

cover designs, publication

dates, marketing plans and

retailer promotions;

• Promotional support for

individual titles; and

• Logistical issues.

Customers – academic and educational

institutions, corporate customers

Customers – academic and educational institutions, corporate customers

Why they matter What matters to them Ways we engage Considering the interests

ofour stakeholders

Academic and educational

institutions and professional

organisations are

becoming increasingly

important customers in

respect of Bloomsbury’s

digital products, and,

consequently, for the

delivery of our long-term

strategy of focusing on

digital opportunities to

grow our business.

• Access to high quality,

relevant and comprehensive

content to support academic

courses and research, and

in the case of professional

organisations, the activities of

their employees or members.

• Applying funding to deliver

the best value to their own

stakeholders.

• To ensure a swift, accurate

and cost-effective way to

purchase and access relevant

products.

• Publisher responses to policy

developments in respect

of Open Access publishing

(see pages 72 and 105 of the

Strategic Report for further

information).

Bloomsbury has in place a range

of engagement mechanisms

to ensure we understand the

priorities of these customers.

These include:

• Regular site visits by our sales

team to academic libraries;

• Direct meetings with

a wide range of senior

academics and university

staff to understand their

requirements;

• Attendance of publishing

directors and sales team at

principal library conferences

and professional organisation

annual membership

events; and

• Regular surveys of student,

faculty and library users in

respect of all aspects of

Bloomsbury’s publishing and,

in particular, in respect of

newproducts.

Feedback from our customers

and their stakeholders informs:

• How Bloomsbury develops

new and existing products,

including Open Access

publishing models;

• The various sales models

Bloomsbury offers

(subscription vs perpetual

access sales, short-term loans,

evidence or usage-based

sales, title by title sales)

to provide flexible buying

solutions; and

• Product pricing.

In response to feedback from

librarians, we develop user case

studies and marketing materials

to support librarians’ internal-

facing activities.

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Society – including community and

the environment

Society – including communities and the environment

Why they matter What matters to them Ways we engage Considering the interests

ofour stakeholders

At the heart of Bloomsbury

is a strong social purpose

– to inform, educate, and

entertain, to inspire a love

for reading and to promote

literacy. Making a positive

contribution to the wider

communities in which we

operate is therefore integral

to our activities. In addition,

the environmental impact

of Bloomsbury’s business

activities is a growing

consideration for us and we

are committed to effecting

improvements where

practicable.

• That Bloomsbury behaves

as a responsible and ethical

corporate citizen.

• That we support relevant

charities.

• That we contribute to

community success.

• That we promote diverse

representation within our

workforce and in the content

we publish.

• That we manage our

environmental footprint.

The very essence of our

business is engagement with

wider society, through the

dissemination of stories and

ideas, the stimulation of debate

and dialogue, the support of

learning and research and the

enrichment of culture.

Information about our

charitable donations, charitable

initiatives and direct community

engagement is set out on pages

74 to 79 of the Strategic Report.

Bloomsbury also works in

partnership with theatres

and other organisations to

publish their cultural output

in the form of play texts and

programme texts to accompany

performances. The inclusion

of live performance collections

in Bloomsbury’s educational

databases, made available for

free to schools, provides a means

of extending audience reach

and ensuring cultural heritage is

embedded within the curriculum.

Expanding the Group’s activities

on sustainability is a key

priority for us. Information on

our activities in this area and

progress during the year is set

out on pages 80 to 87.

Information on Bloomsbury’s

work in respect of Diversity,

Equity and Inclusion is set out on

pages 69 to 73.

The Board supports Bloomsbury’s

wider social purpose and

charitable initiatives, including

as part of the approval of the

Company’s budget and strategic

plan, where applicable.

The Board considers the long-

term impact on the environment

of Bloomsbury’s operations

in its decision making and

receives annual reporting on

the Group’s greenhouse gas

emissions, generation of waste,

and consumption of water, with

comparisons to prior years.

The Board has oversight of

Bloomsbury’s environmental

policy and strategies for reducing

the environmental impact of

our business. The Executive

Committee and the Board

receive regular presentations

on the activities of Bloomsbury’s

Sustainability Steering Group,

consider recommendations

from the Steering Group

for proposed sustainability

initiatives, and approve action

where appropriate to improve

Bloomsbury’s environmental

footprint, including the setting

of targets to reduce greenhouse

gas emissions.

Details of the Group’s

environmental policy and

performance can be found on

pages 80 to 87.

www.bloomsbury.com

Bloomsbury Publishing Plc

Engagement with Stakeholders

continued

In 2021/2022, we undertook a

materiality assessment to identify

the areas which presented the most

significant opportunity to make a

positive impact through our business

activities and contribute to building a

more sustainable future. This analysis

involved engagement internally with

colleagues, and externally with key

stakeholders, including investors,

customers, suppliers and literary

agents. The process followed and

the outcomes of that analysis can be

found on pages 60 to 61 of our 2022

Annual Report and Accounts.

The most important sustainability

issues we have identified for our

business and our stakeholders are:

• Content and Communities

– Creating social impact

throughcontent

– Promoting a reading culture

andeducation

• Authors

– Providing excellent levels of

author care and promoting

theirsuccess

• Colleagues

– Talent attraction and retention

– DE&I

• Sustainability in our supply chains

– Working with our suppliers

towards reducing the

environmental impact of

ourbusiness

– Building resilience to

climatechange

The issues above are reflected in

our strategic priorities as set out on

pages 24 to 25 of this Annual Report,

and the outcomes of our materiality

assessment have confirmed that

we are focusing on the right issues.

These topics inform our CSR and

sustainability reporting.

Our Social Purpose:

content and

communities

At the heart of our business is a

strong social purpose – to inform,

educate and entertain, to inspire a

love for reading, to promote literacy,

and to help build a reading culture.

Bloomsbury’s core business of

publishing books is therefore in itself a

social good.

Books have the power to change and

shape lives, whether consumed for

entertainment, escapism or education.

They are a powerful vehicle through

which people can connect. They

introduce readers to new worlds and

experiences, promoting empathy,

understanding and tolerance, and

can increase a sense of belonging

and validation by reflecting the

experiences of readers. Books play

an important role in encouraging

conversation around important

subjects, including topics which

have traditionally been considered

taboo. They help build literacy and

critical thinking, and promote social

and democratic participation and

inclusion through the transmission of

knowledge and by supporting equality

of access to information.

Corporate social responsibility is fundamental to corporate sustainability. Considering

and managing the impact our business has on society and the environment – the

framework in which we operate – and fulfilling our responsibilities to our stakeholders,

is integral to promoting Bloomsbury’s long-term success. Our approach is informed by

our purpose and our values.

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Corporate Social Responsibility

The Earth Transformed window display at Daunt bookshop

Research by the National Literacy

Trust has established a link between

reading and the mental health and

wellbeing of young people, revealing

that children who are the most

engaged with literacy are three times

more likely to have mental wellbeing

than those who are the least engaged.

Literacy remains a fundamental skill

for social and economic participation,

and the lack of literacy skills can hold

a person back at every stage of

their lives.

Our publishing and our partnerships

with organisations, which are

dedicated to increasing literacy

and access to books for those from

disadvantaged backgrounds, supports

the cultivation of these crucial skills

and the emotional and psychological

benefits which reading has been

shown to bring. Go to pages 74 to 79

to read more about our community

engagement and support for

suchorganisations.

We are committed to helping both

new and established authors bring

original and powerful works across

an array of genres and subjects to

readers and learners worldwide,

sharing ideas, knowledge and

experience by publishing creatively in

all formats across our diverse lists. We

support learning and help to advance

equity through education by way of

our extensive portfolio of educational

and academic resources for teachers

and students.

Our diversified publishing, which

combines general trade publishing for

adults and children with educational

and academic publishing for schools

and higher education institutions,

and resources to support professional

development in the education sector

as well as in professions such as

law and accountancy, means that

Bloomsbury is uniquely placed to

make a positive impact across all

sectors of society through the books

and resources that we publish, and

to promote a love for reading and

literacy, which are known to underpin

wellbeing and success.

Many of our books address issues

of social and political importance and

have the power to contribute towards

a change of attitudes and behaviour

in society.

On the Consumer side, our books

range from titles about sustainability,

such as Climate Justice by Mary

Robinson, structural racism such

as Why I’m No Longer Talking to

White People About Race by Reni

Eddo-Lodge and White Rage by

Carol Anderson, to the bestseller

Stolen Focus by Johann Hari, which

addresses the impact of digital

technology on our mental capacity

and wellbeing. The Earth Transformed

by Peter Frankopan examines how

a changing climate has shaped

the development and demise of

civilisations across time, raising

awareness around the relationship

between the history of humanity

and the environment at a time when

climate change is of pressing concern.

Personal narratives such as the Pulitzer

Prize-winning Chasing Me to

My Grave by Winfred Rembert as

told to Erin I. Kelly, a memoir that

celebrates Black life and summons

readers to confront painful and urgent

realities at the heart of American

history and society, Transitional by

Munroe Bergdorf, a memoir about

learning how to live and grow as a

trans person, You Are Not Alone by

Cariad Lloyd, which explores dealing

with grief and how to overcome

it, Wendy Mitchell’s What I Wish

People Knew About Dementia, about

suffering with Alzheimer’s, and Edward

Enninful’s A Visible Man, a memoir of

his journey from arriving in the UK as a

refugee to becoming the first Black

editor-in-chief of British Vogue,

open up the conversation around

important subjects.

www.bloomsbury.com

Bloomsbury Publishing Plc

Corporate Social Responsibility

continued

In our Children’s division, books such

as Grown: The Black Girls’ Guide to

Glowing Up by Melissa Cummings-

Quarry and Natalie Carter, a guide to

navigating life as a Black teenage girl,

As Long as the Lemon Trees Grow

by Zoulfa Katouh, which is set in the

Syrian revolution and explores identity,

trauma, refugee experience and the

brutality of war, and Out of the Blue

by Robert Tregonning, an exploration

of being different for young readers,

are aimed at exploring and reflecting

diversity of identity and experience.

Through the science and nature

publishing of our Special Interest

division, we seek to act as a bridge

between the reader and the

natural world around us, foster an

appreciation of wildlife, and educate

readers about our natural habitat and

the threats to it. The social impact of

this area of our publishing has grown

over the last decade, where our

books have set agendas and helped

drive societal change. One example

is Inglorious, Mark Avery’s rallying

cry against driven grouse shooting,

which was part of the ongoing battle

against this destructive form of land

management. Subsequent titles have

included Forget Me Not by Sophie

Pavell, which enhances consumer

understanding of climate change

and its effects on specific species of

plants and animals; Cornerstones

by Benedict Mcdonald, a call for

rewilding in the UK; and Avocado

Anxiety by Louise Gray, which helps

readers make sustainable, low-

carbon or low-impact choices when

purchasing fruit and vegetables. The

acquisition in 2022/2023 of the UIT

Cambridge and Green Books imprints

bolsters Bloomsbury’s publishing

in these areas of sustainability,

environmental awareness and

eco-living. The division also publishes

books on health and wellbeing to

support readers through all phases

of life, publishing across a diverse

range of topics from managing stress

and women’s health to retirement

planning. Our authors are at the

forefront of their fields and include

Maisie Hill, author of bestselling book

Period Power; happiness expert and

New York Times bestselling author

Arthur C. Brooks, author of Strength to

Strength: Finding Success, Happiness

and Deep Purpose in the Second

Half of Life; and award-winning

investigative journalist Sarah Graham,

author of Rebel Bodies: A guide to the

gender health gap revolution.

Our Bloomsbury Academic titles,

written and edited by a diverse,

inclusive group of researchers,

journalists, and practitioners, help

to explore answers to the biggest

questions facing our world today

and support specific UN Sustainable

Development Goals (“UN SDGs”)

as set forth in the UN 2030 Agenda

(go to https://www.bloomsbury.

com/uk/academic/un-sustainable-

development-goals/ to read more

about our SDG-aligned titles). From

education to climate change, equality

to healthcare, these books help drive

a uniquely focused, global effort to

make our world a better place, and

our future commissioning activities

will be informed by alignment with

the UN SDGs.

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In Bloomsbury Education, our

books and resources are aimed at

supporting teachers to deliver better

teaching and create inclusive learning

environments, with recent examples

being Time to Shake Up the Primary

Curriculum by Sarah Wordlaw, which

is aimed at supporting teachers

and school leaders to develop and

implement an inclusive curriculum

and become more inclusive and

aware practitioners, A Guide to SEND

in the Early Years by Kerry Murphy,

which seeks to dispel common myths

around special educational needs

and disabilities, and Representation

Matters by Aisha Thomas, which

demonstrates how race shapes the

experience of Black, Asian and racially

minoritised teachers and pupils in the

UK and proposes an action plan for

classrooms and schools.

We understand the importance of

ensuring that the books we publish

are reflective of the society in which

we operate and we are focused on

increasing the diversity of both our

workforce and our author base to

achieve this.

Read more about our risk

management process and principal

risks on pages 103 to 110 of this

Annual Report.

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The Board and Executive Committee

are committed to fostering a culture

of partnership and trust, and to

making life at Bloomsbury welcoming,

rewarding, engaging and productive.

Bloomsbury supports individual

and collective success through

effective employee engagement and

support, comprehensive training and

development opportunities, and the

implementation of reward schemes

which recognise our colleagues’

contribution to Bloomsbury’s success.

Bloomsbury’s culture continues

to evolve through our publishing,

our HR initiatives and our work

on Diversity, Equity and Inclusion,

directed at capturing the full potential

of the talented people who work at

Bloomsbury and driving value for our

stakeholders. Maintaining a good

culture also relies on policies and

procedures that equip colleagues

to make the right decisions and

effective channels through which

to raise concerns. These include

the Group’s Diversity, Equity and

Inclusion and Whistleblowing

Policies, and HR policies directed

at preventing bullying, harassment

anddiscrimination.

In June 2023, Karl Burnett will join

Bloomsbury in the newly created

role of Group Director of People and

Engagement and as a member of the

Executive Committee, to drive forward

Bloomsbury’s employee engagement,

communications, Diversity, Equity and

Inclusion and Sustainability strategies

and ensure that Bloomsbury continues

to innovate and advance in these

important areas. See page 119 for

Karl’s biography.

Bloomsbury’s success is driven by the expertise and commitment of our

workforce. We want to attract the highest-calibre employees. Fostering a

positive culture and employee experience is a top priority for the Company and

has informed the actions taken during 2022/2023 to help our colleagues feel

supported and engaged and to work well.

Employee engagement and experience

Following the end of the 2022/2023 Financial Year, colleagues were asked

to participate in a survey seeking their responses to a number of questions

relating to employee experience, organisational culture and DE&I. The

engagement rate was 53%. Of those who responded:

93%

are proud to work for Bloomsbury

85%

feel they are well informed about

what the company is doing

90%

recommend Bloomsbury as a great

place to work

82%

consider that staff are treated

fairly regardless of their age/

ethnic origin/gender or sexual

orientation

Employee engagement

We recognise the importance of a

culture built on open engagement

and information sharing, and

Bloomsbury has in place a wide

range of channels to engage with

employees and keep them informed

about business performance, HR

policies, training and development

opportunities and other matters which

concern them.

A key element of our engagement

strategy is our Employee Voice

Programme, which promotes an open

dialogue between those who work

for Bloomsbury and the Executive

Committee and Board.

Running globally, colleagues are

encouraged to share their views

on Bloomsbury as a publisher

and employer. Employee Voice

Meetings (“EVMs”) are held

routinely throughout the year, with

a selection of employees from

different levels across the Group

being invited to attend scheduled

meetings by rotation. These meetings

provide every employee with the

opportunity to share their views

on anything from Bloomsbury’s

strategy, communications, training,

compensation and benefits, to

ideas on how to make Bloomsbury

a better place to work. Members of

the Executive Committee chair the

meetings on rotation; Non-Executive

Directors are also invited to attend.

Employees share their views on the

understanding that matters discussed

will not be attributed to particular

individuals in reports on meeting

outcomes, which are provided to the

rest of the Executive Committee and

the Board. The Executive Committee

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Colleagues

Pride Network Book Club event with author Lex Croucher

and the Board receive the minutes

of EVMs on an anonymous basis,

together with a list of the key themes

arising out of them.

This form of engagement with

employees across the Group enables

senior management and the Directors

of Bloomsbury to keep a finger on the

pulse of the organisation and to gain

unfiltered feedback from employees.

The Board and the Executive

Committee discuss and approve new

policies and actions based on the

views expressed at these meetings.

EVMs also provide an effective means

for the Board and senior management

to monitor the Company’s culture in

order to ensure that it aligns with the

Company’s values and purpose, and

continues to support the delivery of

the Company’s strategy.

Monthly global Town Halls are

hosted alternatively by the Chief

Executive and Executive Committee

Members, presenting company

strategy, business news and issues

across the industry and reporting on

Group-wide initiatives. Our twice-

annual global Bloomsbury Publishing

Highlights event brings colleagues

together from all areas of the business

to present and celebrate upcoming

publishing plans and the most

exciting titles in the pipeline. New

starter meetings occur monthly in the

UK and US to introduce Bloomsbury,

its values, purpose and mission to

new colleagues. Our weekly global

employee-generated newsletter,

the ‘Illustrated Bloomsbury News’,

focuses on company news, initiatives

and updates, as well as celebrating

achievements for colleagues, authors

and books. The introduction is written

by the Chief Executive every other

week and by members of senior

management in the alternative weeks.

The Company also runs confidential

pulse surveys to seek feedback from

colleagues on a variety of matters,

including Company culture.

Inclusion and belonging

We believe that a commitment

to Diversity, Equity and Inclusion

(“DE&I”) makes Bloomsbury a better

place to work, drives business success

and supports our relationship with

our communities. Embedding DE&I

initiatives in our culture improves

the Group’s ability to attract talent

and improves retention rates. We

understand that fostering a working

environment which values differences

and in which colleagues feel welcome

and included increases engagement

levels, improves working relationships

and leads to greater creativity and

productivity.

See pages 69 to 73 for information

about DE&I at Bloomsbury.

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Supporting our

colleagues

Like many other organisations, the

way we work has evolved following

the pandemic. Our hybrid working

arrangements, introduced after the

end of lock-downs, support work–life

balance for Bloomsbury colleagues.

Colleagues work a full day, with core

hours being from 10.00 am to 3.00

pm to allow for flexible start and

finish times, enabling colleagues to

balance wider personal and family

responsibilities with their work. Our

hybrid working policy is based on

two days in the office and three days

at home per week. Office days are

allocated to specific teams to facilitate

team connection and collaboration.

Flexible Fridays allow employees

to work additional hours between

Monday and Thursday if they wish

to finish at lunchtime on Fridays.

These policies are designed to help

our colleagues be as productive

as possible, while benefitting from

flexibility and maintaining team

collaboration and connection. In

preparation for the return to our

offices in September 2022 and the full

implementation of our hybrid working

policy, we invested in upgrading

meeting room technology to enable

teams to connect well with one

another and with partners virtually.

Our broader approach to supporting

colleagues includes investing in a

flexible range of benefits.

Our annual leave policy grants all

employees paid holiday between

Christmas and New Year to allow for a

restorative year end break.

We actively promote a culture that

places importance on mental health.

All employees are entitled to take

two paid Personal Wellness Days

in support of mental health and

wellbeing, an initiative introduced

during the pandemic, which we have

made a permanent benefit. Our global

Employee Assistance Programme

supports employee wellbeing and

mental health. Provided by Workplace

Options, the programme gives all

employees free access to counselling

and support for work and personal

issues. We have trained members of

staff across our London and Oxford

offices to be Mental Health First

Aiders. These members of staff are

equipped to provide confidential

peer-to-peer support and guidance

to those in need and help us build a

mentally healthy workplace.

Our colleague-run Staff Networks

also play an important role in

supporting and connecting colleagues

and promoting wellbeing through

inclusion and a sense of belonging.

See pages 70 to 72 for more

information about these networks.

Globally, we offer free access to

appointments with two company

doctors, general practitioners,

providing no-barrier access to medical

advice for all staff. In January 2023, we

engaged a second company doctor to

meet increasing demand.

Our Home Rental Deposit Loan

Scheme ensures that UK employees in

early career roles can secure a suitable

place to live.

Our parental leave policies promote

gender equality and recognise the

need to balance career progression

with personal and family life. They

include enhanced shared parental

leave and an increased period of

discretionary company maternity and

adoption leave pay.

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Colleagues

continued

Training and

development

In 2021/2022 we recruited a dedicated

Training Manager and launched

a comprehensive Learning and

Development Training Programme for

employees. Designed to support staff at

all levels and in all areas of the Company,

the training programme helps develop

skills in support of career progression.

The training is focused on four key

themes: Core Skills, Management

Training, LinkedIn Learning, and DE&I

and Wellness. The programme will be

expanded in future years.

In May 2021, we launched The

Bloomsbury Diploma in Leadership and

Management, run by our third-party

training provider, Corndel. In September

2022, the first cohort of 28 colleagues

graduated and we were delighted to

enrol our second cohort of 25 new

participants into the 2022 programme.

Executive coaching is provided

to employees in senior

management roles who wish

to enhance their personal and

professional development to

support the performance of their

management roles.

In the UK, our mentoring scheme

facilitates senior, peer, and reverse

mentoring and builds networks

and connections across all

departments and Divisions. The

scheme also promotes the sharing

of experiences by colleagues

from different professional and

personal backgrounds, and supports

Bloomsbury’s focus on DE&I.

The Company provides training

to employees in Unconscious Bias

and Allyship in the Workplace, and

events and talks run variously by the

Communications team and our Staff

Networks highlight national and

international awareness moments,

such as Disability History Month, Black

History Month and Pride.

Bloomsbury’s formal appraisal

programme provides the opportunity

for colleagues to give and receive

feedback on performance and to

discuss opportunities for training

and career development through the

setting of objectives.

Bloomsbury’s

Apprentice Scheme

We are committed to nurturing new

talent regardless of background:

since 2021, we have welcomed

Supporting our colleagues through the

cost-of-living crisis

During the year, global inflation and an increase in energy prices led to an

increase in the cost of living in many countries, including those in which

the Group has offices. Bloomsbury responded to these challenges with the

following package of support for colleagues and their families:

• A cost-of-living pay increase of £1,000 in October 2022 for UK, US and

Australia employees (tailored to our India office to reflect local economic

conditions and salaries).

• A one-time cost-of-living payment of £1,250 in February 2023 for UK,

US and Australia employees (tailored to our India office to reflect local

economic conditions and salaries).

• A 6% salary increase from 1 March 2023.

26 Apprentices to Bloomsbury

in partnership with the LDN

Apprenticeship Scheme, which is

rated “Outstanding” by Ofsted. Of

the 14 apprentices who have so far

completed the programme, nine

have secured permanent roles at

Bloomsbury and three have secured

roles at other publishing houses.

Reward and recognition

Being recognised and fairly rewarded

is important to colleagues everywhere,

and fair pay brings benefits for

families, communities and our

business.

Bloomsbury complies with the UK

Living Wage rates, although the nature

of our business means that colleagues

typically receive compensation which

significantly exceeds that.

All Bloomsbury employees participate

in the Group bonus scheme, which is

based on the achievement of Group

profit targets set at the beginning

of the financial year. The scheme

acknowledges the vital role our

colleagues play in Bloomsbury’s

ongoing success, and allows them to

share in this success.

In the UK, employees are eligible

to participate in an employee

HMRevenue & Customs approved

Sharesave scheme to enable

employee participation in the

performance and growth of the

Group. Executive Committee

members are also eligible to

participate in the Company’s Long

Term Incentive Plan.

The Company Annual Salary Review is

effective from 1 March each year, with

employees with at least six months’

service at that date benefitting from

any Group-wide pay increase from

year to year.

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The table below sets out key features of the Group’s employment policies and practices not outlined on the previous pages:

Employment

policy

Description

Health, Safety

and Wellbeing

Bloomsbury’s Head of Facilities reports to the Chief Executive in respect of Health and Safety (“H&S”) and

heads a H&S team that ensures compliance with the Company’s H&S policy. At least annually, the Board and

the Executive Committee review H&S including risks assessments, developments and incident reports. The H&S

team works closely with management and employees to ensure that the H&S policy is effectively communicated,

implemented and maintained across the business. Managers of the worldwide sites are accountable for ensuring

their areas of the business are in compliance with H&S policy.

The Group maintains H&S risk assessments and accident books for all its locations worldwide (including where

there is no local legal requirement to do so) and staff are encouraged to report all accidents or near misses.

During the year, there were no serious injuries, fatalities or reportable incidents.

Performance

and merit

Senior managers are accountable for the performance of their teams and determine the most appropriate

approach to performance management for each team. All employees participate in Bloomsbury’s formal annual

appraisal process, which serves as a mechanism for managing performance and identifying opportunities for

career development. Promotions and external recruitment are based on merit and ensure that the most suitable

person is selected for each position.

Flexible working

Go to page 66 of this Annual Report for information on our flexible working policies.

Human rights

Bloomsbury is committed to meeting its responsibility to respect human rights and to complying with

employment and other legislation applicable to the locations in which it employs people, ensuring the human

rights of individuals are protected. Bloomsbury’s Modern Slavery and Human Trafficking Statement can be found

on our investor relations website www.bloomsbury-ir.co.uk.

Ethical

behaviour

We expect employees, Directors, and subcontractors to behave ethically in their work relationships and

dealings with third parties on behalf of Bloomsbury. Compliance with ethical behaviour Group policies such as

for anti-bribery and corruption, dealing in Bloomsbury shares and modern slavery and human trafficking is an

employment term of Group employment contracts. Bloomsbury’s Whistleblower policy enables employees, other

categories of workers and third parties to have any concerns relating to the Group confidentially addressed.

Details of these policies can be found at www.bloomsbury-ir.co.uk.

Equality of

opportunity

Bloomsbury has a diverse workforce and follows a policy that no employee or other person receives more

or less favourable treatment on the grounds of gender, sexual orientation, colour, race and ethnic origin,

nationality, religion, disability or age. The Human Resources function monitors compliance with the policy and

with applicable legislative requirements to ensure the equality of opportunity in the recruitment, selection

and promotion of employees. Grievance and disciplinary procedures protect employees from discriminatory

behaviours and attitudes. Further information on our approach to diversity and inclusion is set out on

pages69 to 73.

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Colleagues

continued

We know that diversity drives

productivity, creativity and innovation.

As such, it is integral to the delivery

of our strategy, as is creating an

environment in which all Bloomsbury

employees feel a sense of belonging.

We believe that diversity and inclusion

go hand in hand.

In 2021, we launched our Global

Diversity, Equity and Inclusion

“(DE&I”) Action Plan (see https://www.

bloomsbury.com/media/yjvjngs2/

dei-action-plan-web.pdf), created in

collaboration with staff, and appointed

a dedicated Diversity and Inclusion

and Training Administration Manager

to organise and lead our work in

this important area. Since then, we

have been driving tangible positive

change across all areas of our business

and continue to contribute to wider

industry discussions on this important

topic. Bloomsbury is a signatory to

The Publishers Association Inclusivity

Action Plan, developed with Creative

Access, which comprises a set of

ten commitments for publishing

businesses to undertake over the

period 2023 to 2026 aimed at ensuring

an equitable, diverse and inclusive

workplace.

In January 2023, we published our first

DE&I Annual Report, outlining the

significant progress the company has

made since launching our DE&I Action

Plan two years ago. In recognition

of the strides which Bloomsbury has

made in this area, we were awarded

the 2022 Independent Publishers

Guild Diversity Award and the 2022

London Book Fair Inclusivity in

Publishing Award, and have been

shortlisted for both awards in 2023

as well as for the 2023 Small Cap

Diversity and Inclusivity Award.

We recognise that there is much more

to do to drive change and increase

the representation of minority groups

within the publishing industry, and

we will continue to prioritise this

work, including by evolving our

recruitment processes to increase

access to the industry by those from

underrepresented backgrounds and

communities.

See pages 64 to 73 to read more

about employee engagement and

experience, and DE&I at Bloomsbury.

We have a diverse workforce and management

team led by a gender diverse Board. The majority of

senior managers and employees worldwide in the

Group are women. The number of employees by

each gender as at 28February 2023 is shown here:

In line with UK regulations, Bloomsbury has

provided information on its gender pay gap in the

UK (see www.bloomsburyir.co.uk). We benchmark

our gender pay gap against the publishing industry,

taking into account the differences that arise from

the operation by other publishers of their own

warehouse and distribution businesses where

the gender ratio in certain quartiles will differ

from Bloomsbury’s. We continue to monitor and

interrogate the reasons for the existence of any

gender pay gap from year to year. Bloomsbury’s

gender pay gap, as reported in respect of 2022, is

due to fewer men than women being employed in

the lower quartiles of the Company.

Bloomsbury is committed to Diversity, Equity and Inclusion. Diversity is not

simply a matter of regulatory compliance, or even social justice. Attracting

talented people from all backgrounds enriches our business and the lives of

our employees and leads to better culture and performance.

Gender diversity at Bloomsbury

1. Includes the heads of publishing Divisions, Group functions and country heads who are not Executive Directors on the parent Company Board.

2. Excludes workers who are freelance consultants and temps.

Directors of the Group

Parent Company

(50%)

Senior managers of the Group

(other than Directors)

(25%)

(75%)

Executive Committee

directreports

(35%)

(65%)

All employees of

the Group

Male Female

704

(71%)

282

(29%)

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Annual Report and Accounts 2023

Strategic Report

Diversity, Equity and Inclusion at Bloomsbury

Ethnic minority

representation at

Bloomsbury

Bloomsbury is committed

to increasing the diversity

of our workforce, including

the representation of ethnic

minoritygroups.

One out of the six Directors on

Bloomsbury’s Plc Board is from

a minority ethnic group, in line

with the recommendations of the

ParkerReview.

One out of the eight members of

Bloomsbury’s Executive Committee

is from a minority ethnic/mixed

background. In 2022/2023, we started

to collect equal opportunities data

from colleagues on a voluntary basis,

to enable us to better understand the

demographics of our workforce and

monitor progress against our goals.

Our DE&I Action Plan has set a target

for Black and minority ethnic groups

to represent 20% of new UK recruits,

and 35% of new US recruits, by 2024.

Our recruitment platform enables us

to track applicants and monitor year-

on-year recruitment data to ensure

we are reaching our goals. Jobs at

Bloomsbury are posted on various

platforms to reach diverse audiences,

such as Creative Access, Diversify,

io, and The Dots, with our Diversity,

Equity and Inclusion policies and staff

benefits clearly signposted.

Board

& Global

Steering

Committee

Working

Groups

Staff

Networks

All

Employees

In 2022, Bloomsbury UK

employees were invited

to participate in the UK

Publishers Association’s

industrydiversitysurvey.

15%

of Bloomsbury respondents

identified as being from ethnic

minority groups (excluding

white minorities).

In the US,

26%

of Bloomsbury employees

identify as being from ethnic

minority groups.

In 2022/2023, Black and

minority ethnic groups

represented

31%

of overall applications and

20%

of offers made in the UK and

40%

of overall applications and

59%

of offers made in the US.

DE&I Governance and staff networks

The Board receives regular updates on strategic DE&I initiatives across the

Group with a view to ensuring that the strategies in place and in development

are supportive of a culture that upholds Bloomsbury’s principles of equity and

inclusion for all.

Bloomsbury’s Global DE&I Steering Committee supports our DE&I Project

Managers, Staff Networks and Employee Resource Groups (“ERGs”), which

provide valuable feedback to management on DE&I initiatives and help set

priorities for future action.

www.bloomsbury.com

Bloomsbury Publishing Plc

Diversity, Equity and Inclusion at Bloomsbury

continued

Bloomsbury’s DE&I Manager,

AnnieMuyang, is responsible for

DE&I work across the company. This

includes supporting Staff Networks

projects and initiatives related to

advancing our work in this area. She

is also responsible for developing and

implementing Bloomsbury’s DE&I

Action Plan and tracking progress

against our targets.

Our Staff Networks are the

backbone of ensuring that DE&I

is woven into the workplace and

that staff are represented at all

levels. These networks are run by

colleagues and led by Chairs who

are committed to cultivating spaces

of shared experience, as well as

educating colleagues across the

Company. Theirwork helps foster an

environment that is welcoming and

supportive of difference and individual

wellbeing and promotes an inclusive

culture in which our workforce feels

connected by a common purpose

andsharedvalues.

82%

of respondents to a

Company-wide pulse survey

conducted in March 2023 agreed

that people at Bloomsbury are

treated fairly regardless of their

age, ethnic origin, gender or

sexual orientation.

USA

Networks

BIPOC

Women and

Caregivers

Mental Health

LGBTQ+

Assistants at

Bloomsbury

Socioeconomic

Status

Having launched a new Multi-Faith

Network in the UK during 2022/2023,

we now have 13 thriving Staff

Networks across the UK and US,

supporting and representing our

diverse array of colleagues.

Networks

Bloom (BAME)

Parents

Mental Health

Pride (LGBTQ+)

Guardians and

Carers

Accessibility

Multi-Faith

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Strategic Report

Activities of the Staff

Networks during

2022/2023 include:

• The Bloom Network celebrated

Black History Month and South

Asian Heritage Month with a

series of events and launched

the Bloom Buddy Scheme to pair

new starters with other ethnically

diverse colleagues for guidance

and support.

• The Mental Health Network

celebrated Mental Health

Awareness Week with a series

of events and recognised World

Suicide Prevention Day and World

Mental Health Day. Work began on

a menopause policy and 15 staff

members became Mental Health

First Aiders.

• The Accessibility Network held its

first event, celebrating Disability

History Month.

• Our Parents, Guardians & Carers

Network launched a buddy

scheme for parental leave returners

and provided consultation

on our flexible working and

parentalpolicies.

• The UK Pride Network celebrated

Pride Month, launched a new book

club, and hosted joint events with

the US LGBTQ+ Network.

• In the US, a new mentorship

programme developed by the

Education & Retention ERG was

launched, to help pair new starters

with mentors across department

and expertise areas. The Publishing

ERG has been developing a style

guide on inclusive language and

the Recruitment ERG has created a

resource pack for hiring managers.

• All Staff Networks have formulated

Mission Statements.

Widening Access

During 2022/2023, our Academic &

Professional division developed a

Widening Representation Programme

which will run in 2023/2024 with the

aim of making our publishing more

inclusive, equitable and diverse. The

Programme offers financial support

for publishing-related costs to

authors who may not otherwise be

in a position to publish their works.

This includes early career scholars,

authors for whom English is not

their first language, and authors

who have accessibility requirements.

The ambition of the Programme is

to further diversify the authors and

the works published by the Division,

by improving access for hitherto

underrepresented groups.

Bloomsbury’s Academic History team

has entered into a partnership with

the World History Association (WHA)

for a diversity in world history first

monograph prize. This new annual

prize seeks to improve the publishing

opportunities available for early

career scholars in world history and

to diversify the voices of those in the

early stages of their career.

Bloomsbury’s Writers & Artists

community (www.writersandartists.

co.uk) offers up to £4,000 of financial

assistance as part of its accessibility

scheme, ensuring that opportunities

are available to underrepresented and

low-income writers and illustrators.

The role of Writers & Artists (W&A) is

to put aspiring authors and illustrators

in touch with the publishing industry,

offering practical, impartial guidance

as well as working with established

authors to offer advice on the creative

process. The W&A website makes

hundreds of advice articles on the

writing and publishing process

available for free, and features a

range of editing services, events

and writing courses. In 2022/2023,

26 writers benefited from the W&A

accessibilityscheme.

Bloomsbury Open Collections,

an innovative pilot programme

developed during 2022/2023,

seeks to spread the cost of open-

access publications across multiple

organisations while providing private

benefits to participating libraries.

An alternative to more traditional

Open Access models, which typically

rely on an individual or their funder

or institution paying a fee (or ‘book

processing charge’) to cover the

costs of publishing, this collective-

action approach seeks to spread the

cost more equitably across multiple

institutions. By taking this approach,

Bloomsbury hopes to enable open-

access publication for research

communities that may, otherwise, have

limited, or no, means to access them

and, thus, to open up important new

research and publishing opportunities

for these scholars and bring the work

of a more diverse set of authors to a

wider global audience. In its pilot year,

Bloomsbury Open Collections aims to

make research from the Global South

more widely available, and to make

open-access publishing an option for

more authors from the region.

DE&I in our Publishing

• Bloomsbury is proud to publish a

range of titles from an international

and ethnically diverse author base,

many of whom address issues of

social justice and representation in

their writing.

• We aim for our authors, illustrators,

and creative talent to match, at

a minimum, national census data

on Black, Asian, and multi-ethnic

representation in the UK and US.

In2022/2023, we developed a

survey for Bloomsbury authors,

illustrators, translators and

reviewers in the UK and US focused

on capturing ethnicity data on a

voluntary basis to enable us to

monitor progress against our DE&I

Action Plan target for Black and

www.bloomsbury.com

Bloomsbury Publishing Plc

Diversity, Equity and Inclusion at Bloomsbury

continued

Poet Anthony Joseph

Publishing diverse voices

Bloomsbury author Anthony Joseph is an award-winning Trinidad-born poet,

novelist, academic and musician. He is the author of five poetry collections

and three novels. His first publication with Bloomsbury – and the inaugural

publication of the Bloomsbury Poetry list curated by Kayo Chingonyi – is

Sonnets for Albert, an autobiographical collection. Published in June 2022,

the collection was shortlisted for the Forward Prize and won the prestigious

T.S. Eliot Prize, as well as the OCM BOCAS Prize for Caribbean Poetry.

On winning the T.S. Eliot Prize, Anthony commented, “It’s a tremendous

acknowledgement. I’ve been writing for many years from what felt at times

like the periphery of the canon. This feels very much like the centre.”

Sonnets for Albert follows on from Anthony’s previous collection Bird Head

Son and weighs the impact of being the son of an absent father. The Prize

judges called it “a luminous collection which celebrates humanity in all its

contradictions and breathes new life into this enduring form.”

Bloomsbury Publishing x Lit in Colour

We became an official partner of the Lit in Colour initiative in early 2022.

Launched by Penguin Random House alongside race equality think tank

TheRunnymede Trust, Lit in Colour aims to support schools in diversifying

the teaching of English and to increase students’ access to texts by writers of

colour and from minority ethnic backgrounds.

Bloomsbury commissioned its own research into the current landscape of

teaching plays and drama in schools, in order to understand the challenges

teachers face when introducing next texts to the curriculum and to inform

our programme of teacher support for 2023, putting the spotlight on plays

and drama.

90%

Under the 2022 England and Wales exam specifications, 90%

of drama set texts available at GCSE for English Literature are

written by white playwrights.

79%

In England in 2019, 79% of GCSE English Literature candidates

answered an exam question on a drama text.

84%

84% of respondents to surveys carried out as part of

Bloomsbury’s research said that, with the right support and

resources, they would be likely to choose anew drama text

forGCSE EnglishLiterature.

To continue to support this initiative, we are pleased to have mezze eade,

Pooja Ghai and Hannah Khalil as members of our Advisory Board to help

guide and shape our play text offering and resources for teachers and

students. The Advisory Board will also guide the development of an evolving

“Lit in Colour” list of plays by authors of colour and support a series of

educational resources on selected plays, partnering with playwrights and

theatres for use in the classroom.

minority ethnic groups to represent

20% of new authors in the UK

and 35% of new authors in the US

by 2024.

• The Bloomsbury Poetry list, edited

by Kayo Chingonyi, continues to

thrive. The list reflects the diversity

and energy of contemporary

poetry, seeking voices from

performance and spoken word and

unrepresented communities.

• Our Accessibility Working Group

has continued to review ebook

and online accessibility in line with

industry standard regulations.

Partnerships

• We are proactively forging

partnerships with organisations that

drive positive change, including

the Black Writers Guild, Creative

Access and the Lit in Colour

Initiative.

• In February 2023, President of

Bloomsbury US, Adrienne Vaughan,

was appointed to the American

Association of Publishers’ working

group focused on developing and

industry-wide Diversity, Equity

and Inclusion action plan and

Bloomsbury US will take part in a

related summit comprised of top

US publishers in 2023.

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Annual Report and Accounts 2023

Strategic Report

DEC Ukraine Humanitarian Appeal

Charitable giving

Humanitarian causes

During the year, Bloomsbury UK

provided financial support to

humanitarian appeals and charitable

causes across the globe, including:

• £25,000 to the Disasters Emergency

Committee Ukraine Humanitarian

Appeal, helping people affected

by the conflict in Ukraine, and

refugees in neighbouring countries.

• £10,000 to the UNHCR, the

UNRefugee Agency, in connection

with its Afghanistan appeal,

providing life-saving support to

families displaced from their homes

by the most recent wave of conflict

inAfghanistan.

• £25,000 to the UNHCR’s Turkey

and Syria appeal to support

the Agency’s efforts to provide

emergency relief to people

affected by the devastating

earthquakes which struck both

Turkey and Syria in February 2023.

• £25,000 to Médecins Sans

Frontières, an international,

independent medical humanitarian

organisation providing medical

assistance to people affected by

conflict, epidemics, disasters, or

exclusion from healthcare.

• £50,000 to Bloomsbury author

TomKerridge’s “Full Time”

campaign, an initiative run in

partnership with footballer Marcus

Rashford to combat child food

poverty in the UK.

• £50,000 to Women for Women

International, a non-governmental

organisation established during the

Bosnian War, which helps women

survivors of war rebuild their lives

through programmes directed at

building women’s capabilities in

four key areas: earning and savings;

rights and decision making;

health and wellness; and fostering

supportnetworks.

• £6,000 to Save the Children,

the international organisation

dedicated to supporting children

around the world transform their

lives and reach their full potential

by providing live-saving short-term

help and pushing for deep-rooted

social change.

• £1,000 to the Alsama Project, which

supports children in refugee camps

in Syria and Lebanon by teaching

them how to play cricket.

• £5,000 to The Book Trade Charity,

which was established to support

colleagues across the book trade

and their families, providing grants

and housing when they need

it most.

Bloomsbury India continued

its support of local community

organisations by making donations to

four charities supporting vulnerable,

marginalised and deprived groups:

The Prayas Juvenile Aid Centre

Society, a community-based non-profit

service, which supports marginalised

and vulnerable groups including

women, youth and homeless people

(£3,000); the Mijwan Welfare Society,

which supports the development

of equitable and sustainable

communities across rural India by

equipping rural citizens with the tools

to catalyse change within their own

communities (£3,000); the Akshaya

Patra Foundation, which strives to

eliminate classroom hunger by serving

nutritious food to disadvantaged

children studying in Government

schools and Government-aided

schools across India (£2,000); and

the Salaam Baalak Trust, which

provides care and protection to

street children through child-centric

programmes(£2,000).

Bloomsbury has also continued to

contribute a portion of its proceeds

from sales of the Dishoom cookbook

by Kavi Thakrar, Naved Masir and

Shamil Thakrar to charities providing

healthy school meals to hungry

and malnourished children in

disadvantaged areas of the UK and

India, donating the sum of £3,949 to

each of the Akshaya Patra Foundation

in India and Magic Breakfast in the UK

during the year.

Making a positive contribution to the communities in which we operate, and to society

generally, is central to Bloomsbury’s mission and purpose. During 2022/2023, the

Group continued to provide support for charities and community organisations through

financial support, in-kind donations and publishing partnerships. The Group made cash

donations of £366,279 and donations of books with a wholesale value of £1,860,198.

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Communities

The London Library

Promoting literacy and

education and supporting

creators and colleagues

During the year, Bloomsbury also

continued to support initiatives

aligned with its mission and purpose

by making financial and in-kind

contributions to organisations working

to increase access to books and

education and enrich lives through

reading and literacy, and to initiatives

aimed at supporting authors and

illustrators from diverse backgrounds.

Bloomsbury’s ongoing partnership

with the National Literacy Trust (“NLT”)

saw a continuation of our support of

the NLT’s work to give children and

young people from disadvantaged

communities the literacy skills to

succeed in life. This included a £50,000

cash donation and the donation of

1,000 books with a wholesale value of

£32,475. See pages 77 and 79 for more

information on our partnership with

the NLT.

In Australia, Bloomsbury continued

its support of the Indigenous Literacy

Foundation (ILF) with a donation of

£3,388. The ILF works to address the

educational disadvantages faced by

indigenous Australian children and

young people in remote Communities

across Australia. Donations of £3,105

and £3,388 were made respectively

to Story Factory, a creative writing

centre for underprivileged young

people, and The Smith Family’s

Literacy and Learning for Life

educational programmes, which

provide emotional, practical and

financial support as well as books and

resources to support disadvantaged

children and young people with their

literacy and education.

As part of our ongoing relationship

with The Black Writers’ Guild in the

UK, we donated £10,000 in support

of the Guild’s work to tackle the

underrepresentation of Black authors

and publishing professionals within

the publishing industry.

During 2022/2023, Bloomsbury

sponsored The Rock Retreat Gibraltar,

a non-profit creative residency for

emerging writers and artists focused

on books for young readers with a

contribution of £1,000. The aim of the

Rock Retreat is to equip participants

with the motivation, skills, information

and networks that they might

otherwise not have the opportunity to

develop or gain access to. Through

the support of sponsors, The Rock

Retreat is able to offer fully funded

places to attend this career-building

retreat. Bloomsbury further sponsored

the Accord Literary Creative Retreat

(ALCR) in Accra, a collaboration

between The Rock Retreat and Accord

Literary, a Ghana-based literary

agency that aims to mentor, develop

and encourage writers based in Africa

writing books for young readers, with

a contribution of £2,500. Through

sponsorship, the ALCR was able

to offer fully sponsored places to

creators from sub-Saharan Africa.

Bloomsbury contributed £3,000

in support of OpenBooks, a joint

initiative between the Publishers

Association, the Booksellers

Association and the Association

of Authors Agents in the UK

targeted at 14–19 year olds from

underrepresented backgrounds with

the aim of providing insights into, and

demystifying, the book industry and

publishing career options through

free, online events.

Donations of £10,000 were made

to each of the Charleston Literary

Festival and The London Library.

The Charleston Festival provides

attendees with the opportunity to

engage with books and illuminating

ideas through a programme of talks,

conversations and performances.

The London Library is one of the

world’s leading literary institutions and

lending libraries, housing a collection

of over one million books, and hosts

regular literary events throughout the

year as well as an annual Literature

Festival. The Library offers an

Emerging Writers Programme open

to anyone over the age of 16, which

provides one year’s free membership

of the Library and includes writing

development masterclasses, literary

networking opportunities, peer

support and guidance in use of the

Library’s resources. Bloomsbury’s

donation has been applied by the

Library to support five writers as part

of this programme.

We recognise that not everyone in

society has equal access to books, and

we work with various organisations to

reach people and communities who

may not otherwise have the means

or opportunity to enjoy the benefits

which reading brings.

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Strategic Report

During the year, the Group donated

books with a total wholesale value of

£1,860,198 to multiple organisations

promoting literacy and early

education. These include:

• The SOHO Centre in the US, which

promotes children’s literacy, school

readiness, and school success by

distributing free books to schools,

libraries, hospitals and other

child-related programs. Through

its long-standing partnership with

the SOHO Centre, Bloomsbury has

donated over 1.8 million books to

date to disadvantaged children and

their families across Virginia.

• Book Aid International, which

works with partner organisations

around the world to share the

power of books to help create a

more equal future by providing

access to free books where they are

most needed, in libraries, schools,

refugee camps, hospitals, prisons

and other institutions around

the world.

• The NLT in connection with

its Ukraine Appeal, which was

launched in July 2022 to support

children and their families arriving

from Ukraine through the gifting

of books, recognising the impact

which storytelling and the power

of reading can have on a child,

providing comfort when they need

it the most.

• The NLT in support of its ongoing

projects to promote literacy within

deprived communities.

• The Children’s Book Project,

which works with settings across

the UK to redistribute thousands

of new and used books donated

by organisations and individuals

to disadvantaged children and

theirfamilies.

Defending freedom

ofspeech

Freedom of expression is a

prerequisite for a thriving publishing

industry, which, in turn, plays an

essential role in a democratic,

knowledge-based society by

promoting diversity of knowledge

and ideas and fostering creativity

and tolerance. During the year,

Bloomsbury donated £12,500 to each

of PEN America and the American

Civil Liberties Union to support

their work in defence of freedom of

expression and civil liberties in a time

when increasingly polarised views

on political and cultural issues are

leading to rising assaults on freedom

of expression, including attempts

to ban books in schools, libraries

andbookshops.

Protecting the environment

Bloomsbury is committed to playing

its part in combatting global warming

and protecting the Earth’s natural

resources and biomes. In addition

to taking steps to reduce our own

greenhouse gas emissions, and

participating in industry groups

which are working towards make

the publishing industry more

sustainable (see pages 80 to 87

for further information about the

Group’s environmental performance),

the Group made donations to two

organisations dedicated to fighting

climate change and pollution:

• The Woodland Trust, the UK’s

largest woodland conservation

charity, whose mission is to protect

woods and trees, preventing the

loss of irreplaceable habitat and

carbon stores. Bloomsbury donated

£20,000 to support the Trust’s work

to preserve ancient woodland in

the UK.

• Surfers Against Sewage, dedicated

to marine conservation and

protecting the ocean against

pollution and the effects of climate

change. Bloomsbury donated

£10,000 to support the charity’s

work in this area.

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Communities

continued

Developing

partnerships with

impact

In addition to providing financial

assistance to organisations which

promote literature, literacy and

education, we provide practical,

non-financial assistance. The

following examples of our activities

in 2022/2023 illustrate the range of

Bloomsbury’ssupport.

Working with the National

Literary Trust in Hastings

In 2022/2023, Bloomsbury entered into

the fourth year of its partnership with

the NLT, continuing with the mission

of supporting the NLT in its efforts to

overcome literacy challenges facing

the residents of Hastings. During our

partnership, Bloomsbury has donated

over 80,000 books to schools, libraries,

food banks and community centres in

cooperation with the NLT.

Hastings is characterised by

deprivation and intergenerational low

literacy. Children from disadvantaged

backgrounds in Hastings are less

Relaunching The Bloomsbury Institute

In 2022, we refocused the core aims of the Bloomsbury

Institute, working with the Writers & Artists team to

develop a programme that demystifies the publishing

industry for those hoping to pursue a career in publishing.

Our focus is on reaching people from backgrounds

and parts of the country currently underrepresented in

publishing, to help create a more diverse and inclusive

sector. We bring together publishing professionals from

all corners of the industry to share their expertise and

insight, and offer advice and support to those considering

a career in books. We are partnering with organisations,

charities and institutions around the country to deliver

events all over the UK, supported by online content

andresources.

In October 2022, we hosted the first event of the

relaunched Bloomsbury Institute in Edinburgh. We had

over 400 attendees and a diverse panel of experts:

literary agent Caro Clarke, publisher Leodora Darlington

and publishing lecturer Alastair Horne together with

members of our own Bloomsbury staff. In November

2022, we attended Brunel University’s Creative Careers

Fair, where we met students and graduates about the

many different paths on offer when considering a career

in the publishing industry. Following excellent feedback

from event attendees, we will be hosting further events

throughout 2023/2024 and pursuing new partnerships.

We also work with ‘Get Into Book Publishing’ who run

affordable online courses taught by current industry

experts on how to have a successful career in publishing.

Bloomsbury colleagues regularly help to deliver

thesesessions.

likely to read regularly than their

more affluent peers and this is likely

caused by children not having enough

positive reading experiences.

The focus of activity for Bloomsbury

and the NLT is to create a number of

experiences to engage children to

make reading fun and entraining and

improve attitudes towards writing

and reading for pleasure. During its

partnership with the NLT, Bloomsbury

has developed and supported a range

of activities including organising

author events and creative writing

competitions for children, and has

donated over 80,000 books to schools,

libraries, food banks and community

centres in cooperation with the NLT.

World Book Day 2022

In 2022, Bloomsbury Children’s

celebrated the 25

anniversary of

World Book Day (WBD) with two

books in the £1 promotion: The Worst

Class in the World in Danger by

Joanna Nadin and Rikin Parekh and

The Last Word by Ben Bailey Smith.

These authors took part in four live

digital events and masterclasses, as

well as two major multi-school events

at Stratford Libraries and Discover

Children’s Story Centre. Ben Bailey

Smith also appeared on CBBC Book

Club answering viewers’ questions.

Bloomsbury Education took part in

WBD online giveaways and made five

of their Bloomsbury Young Reader

audiobooks available for free on the

WBD website. Royal Mail unveiled

four special post boxes for WBD,

three of which featured Bloomsbury

books. On top of all this, Bloomsbury

Children’s and Education authors

reached thousands of school children

through WBD events all over the UK.

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As the 25

anniversary coincided with

the same anniversary for Harry Potter

and the Philosopher’s Stone, each

one of the 15.1 million WBD vouchers

distributed to schools featured a

competition to win a magical family

visit to London. The competition was

supported by Harry Potter franchise

partners including Warner Bros. Studio

Tour, the producers of HarryPotter

and the Cursed Child, HarryPotter

Photographic Competition,

J. K. Rowling Originals and Wizarding

World Digital – with a combined reach

of over three million.

Guiding the next

generation

Bloomsbury’s Children’s and Education

teams work with EmpathyLab, the

first organisation to build children’s

empathy, literacy and social activism

through a systematic use of high-

quality literature. EmpathyLab’s

strategy builds on new scientific

evidence showing the effectiveness of

reading in building real-life empathy

skills. Working closely with this charity

and our authors, we ensure that our

books support this important mission.

Bloomsbury Education also works

with the Centre for Literacy in

Primary Education (CLPE) to create

and promote free online teaching

notes for our guided reading series,

Bloomsbury Readers. The CLPE is an

independent UK charity dedicated

to raising the literacy achievement

ofchildren.

Partnership publishing

Our Children’s team publishes books

in partnership with three leading UK

charities whose key focus is nature

conservation and wildlife: the Royal

Society for the Protection of Birds

(RSPB), Royal Botanic Gardens Kew

and The Woodland Trust. These

partnerships involve the publication

of titles by Bloomsbury that support

the activities of these charities,

and embed their public mission

statements into the commercial world

of bookselling, reaching far beyond

their membership pool with titles

across all age groups from three

years upwards. We are experts at

commissioning high profile authors

with excellent credentials to work

alongside charities we support.

Bloomsbury’s Non-Consumer Division

also publishes in partnership with

the RSPB, with the Special Interest

division publishing the popular RSPB

Spotlight series, including two titles

in 2022/2023: RSPB Handbook of

Garden Wildlife: 3rd edition and

RSPB Pocket Guide to British Birds.

The Philip Wilson imprint publishes

in association with MK Gallery, The

Wallace Collection, The National

Trust and The George Daniels

EducationalTrust.

The charities which Bloomsbury

partners with in this way are supported

by royalty payments made by

Bloomsbury in connection with sales

of the relevant books.

Total community

investment in 2022/2023

£366,279

Company cash donations to charity

£35,094

£1,860,198

In-kind contributions (book

donations based on wholesale value)

Royalty payments to publishing

partners with charitable status

Staff volunteering

Employees worldwide are involved

in formal volunteer reading schemes

and regularly attend schools in their

respective markets. They provide

supervised reading support to young

readers, often from disadvantaged

backgrounds where their

opportunities to develop reading skills

may be hindered.

Many employees are involved in their

local communities, typically promoting

literacy, literature and education, by

sitting on committees, as governors

of schools, by supporting special

interest groups and as trustees and

supporters of publishing industry and

arts voluntary organisations. These

voluntary activities by employees

are often directly, or indirectly,

assisted by the business and by

Bloomsburycolleagues.

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Communities

continued

An Innovative programme in association with the

National Literacy Trust in Hastings

In 2022/2023, in response to the

lasting impact of the pandemic

on children’s literacy as a result

of disruption to education and

the social and emotional impact

of the pandemic, we decided

to increase our support with

a bespoke programme focused on the NLT Hub in

Hastings. During the academic year, we rolled out an

innovative programme, Lit Up, to change the experience

and conversation around reading in the classroom and

at home. Running in seven of the University of Brighton

Academies Trust’s infant and primary schools in Hastings,

the project reaches over 1,000 children each year.

Bloomsbury collaborated with the NLT and Brighton

Academies Trust to develop a project to support and

build on the skills of teachers and teaching assistants,

engage children in reading in the classroom, and work

with parents as readers, to ensure any progress achieved

in school is reinforced at home. The project aims to

create increased frequency and enjoyment of reading for

year 3 and 4 children, who have been most impacted by

the pandemic and many of whom do not have exposure

to books in the home.

Hastings was chosen as the focus for the pilot year of the

project, being one of the most deprived parts of the UK,

with one of the lowest literacy levels.

The programme consists of termly activities that help to

create a focus on reading and build engagement among

families. In the autumn term, Bloomsbury authors Molly

Potter and Sufiya Ahmed worked with schoolchildren on

the theme of personal care and emotion. In the spring

term, the theme was the environment and Bloomsbury

author Caryl Hart visited all seven schools to talk about

her book Meet the Oceans. Every author works with

the children to discuss their particular topic in fun ways

that reinforce learning that has already taken place and

encourage children to revisit the book and the subject

discussed throughout the term.

The programme approaches the reading experience

from every angle:

• Love Reading is for children in years 3 or 4 (Lower

Key Stage 2) and, in the case of Dudley Infant

Academy, years 1 and 2 (Key Stage 1). Pupils

participate in activities around a book to investigate

themes relevant to their learning, followed by a

visit to the school by the author. When designing

this programme, the NLT received feedback from

local schools that author visits are a key highlight for

children in school. The interactivity inspires children

and brings writing and reading to life. There are three

rounds of the programme, one each term, introducing

children to three new authors and providing teachers

with new reading material.

• Bloomsbury author Andrew Jennings is providing

support in respect of teacher training, including

how to broaden the teaching of reading and the

range of titles teachers cover. He is the author of

the bestselling Bloomsbury series Vocabulary Ninja,

Comprehension Ninja, Arithmetic Ninja, Maths Like

a Ninja and Times Tables Ninja, is an experienced

teacher and school leader, and his innovative

ninja-themed resources are used in thousands of

classrooms in the UK. His involvement with the

teachers will take place through training sessions

throughout the academic year.

• Teatime Tales invites parents and carers into school

to join their children for a special shared reading

experience. Over six weeks, parents and carers attend

one session a week. The sessions are enjoyable

and relaxed and, each week, the group share a

different message around the importance of reading.

Thesessions accommodate 20 children and their

parents/carers with sessions and book suggestions for

children of any age, including audio books.

Author Caryl Hart

delivering an event

in Hastings

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Continue to

contribute

to industry

sustainability

groups raising

our collective

voice to drive

change.

Launched

quarterly

Live Greener

webinars

to inform

colleagues

of ways to

live more

sustainably

in and out

of work.

Bloomsbury

Sigma launched

a pilot to drop

all plastic

from books

published

on this list as

well as the

additional

paper cover

from hardback

publications.

Published our

2021/2022 ARA

which included

a qualitative

response to TCFD

recommendations.

collaboration

with our

printer, CPI,

we provided

Impact

Training for

our Design,

Editorial and

Production

teams.

Fully scoped

out moving

HP Box Set to

100% recycled

and recyclable

packaging.

This will see

a move away

from plastic

shrinkwrap, for

implementation

in 2023/2024.

Bloomsbury

completed

the minimum

version of the

CDP Forestry

Questionnaire.

TCFD Steering

Committee

approved the

quantification

approach and

out external

partners

embarked on

the financial

quantification

of climate

risks.

We received

a B score

from the

CDP Climate

Change

Questionnaire,

demonstrating

our

coordinated

action on

climate issues.

Embarked

on an audit

of paper and

packaging

across

operations

and supply

chain to

ensure

responsible

sourcing.

Contributed

to industry

conversation on

sustainability

through an

event with

the AAA on

‘sustainable

production and

supply chain.’

Sponsored the

planting and

protection of

trees with the

Woodland

Trust/

Alongside

support to

protect UK

seas through

a donation to

Surfers Against

Sewage.

Bloomsbury

A&P launched

the UN SDG

Working

Group to

identify ways

to align

publishing

strategy with

the SDGs.

Bloomsbury

completed

the full version

of the CDP

Climate

Change

Questionnaire

for the first

time.

Bloomsbury

won both

the 2023 IEA

Sustainability

Initiative

Award and

the IPG

Sustainability

Award.

Climate governance at Bloomsbury

The diagram on page 90 of this Annual Report illustrates

the governance structures in place at Bloomsbury to

manage climate change and sustainability.

2022/2023 progress

During the year, we have made significant strides in our

work on environmental sustainability, building on the strong

progress made in the prior year. The illustration below sets

out some of the key milestones achieved in 2022/2023.

We have a responsibility to manage the impact of our operations on our

shared environment, to build a sustainable business and contribute towards a

sustainable future. We continue our work to reduce our environmental footprint,

which in turn helps build resilience in our operations to climate-related risks.

Apr Jul Oct JanMay Aug Nov FebJun Sep DecMar

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Environment

Science-based targets

In September 2021, Bloomsbury received validation from

the Science Based Targets initiative (“SBTi”) for our near-

term Scope 1, 2 and 3 emissions reduction targets.

Scope 1 and 2 targets

We have set reduction targets for our operational footprint

(Scopes 1 and 2) in line with the Paris Agreement and have

committed to a 46% reduction in emissions by 2030 (base

year 2019/2020). We aim to use 100% renewable energy

at our offices where possible. For sites where this is not

possible or practicable, we have purchased Renewable

Energy Certificates, meaning that 100% of the energy

purchased during the year was renewable.

This has resulted in our Scope 2 market-based emissions

being zero. Our Scope 1 emissions are 96 tCO

e, resulting

in an 80% reduction in our total Scope 1 and 2 market-

based emissions in 2022/2023 from our base year of

2019/2020.

Science-Based Targets:

Scope 1&2 progress

FY19/20

FY30/31

FY29/30

FY28/29

FY27/28

FY26/27

FY25/26

FY24/25

FY23/24

FY22/23

FY21/22

FY20/21

100

200

300

400

500

Absolute tonne CO

Scope 1 Scope 2 (market-based)

1.5 degree reduction pathway

Scope 3

We have also set a Scope 3 target to achieve a 20%

reduction in emissions across our supply chain by 2035

(base year 2019/2020). Our Scope 3 targets are in respect

of Category 1 (purchased goods and services) emissions,

which accounted for 83% of Bloomsbury’s Scope 3

emissions in our base year of 2019/2020.

In 2022/2023, we improved our GHG calculation

methodology, including as a result of having access to

more granular supplier-specific data. This has resulted in an

increase in our Scope 3 results (see page 87). The weighting

of our Scope 3 emissions has also changed across the

relevant categories, as set out in the table on page 87.

Regular engagement with key suppliers in respect of

sustainability issues has enabled us to better understand

the progress they are making in their own efforts to reduce

carbon emissions associated with their operations and

how we can partner with them to achieve Bloomsbury’s

owntargets.

CDP climate change and

forestryquestionnaires

In 2022/2023, we completed the CDP climate change

questionnaire, achieving a B score in our first scored

response, reflecting CDP’s assessment that we are

demonstrating coordinated action when it comes to climate

issues. As the first step on the way to understanding

and disclosing the potential biodiversity impact of our

operations, we also completed the minimum version of the

CDP Forest questionnaire.

Industry collaboration

Bloomsbury is represented by the Head of Sustainability on

the UK Publishers Association Sustainability Task Force as

well as the UK Independent Publishers Guild Sustainability

Action Group and the UK Book Industry Communications

Green Supply Chain Committee. All groups drive industry-

wide collaboration to tackle climate change. Bloomsbury

was a founding signatory of the Publishing Association’s

‘Publishing Declares’ pledge and is an active member

of the Book Chain Project, a collaborative project run by

Carnstone, which aims to provide accurate information

about suppliers, enabling publishers to make responsible

decisions throughout the supply chain.

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Woodland Trust

Surfers Against Sewage

In 2022/2023, we continued our support for organisations

working to preserve our natural environment by

sponsoring two one-acre groves at a Woodland Trust site

in Leicestershire, the Queen Elizabeth Diamond Jubilee

Wood. Each grove contains approximately 750 British

native trees which, over their lifetime, have the potential

to sequester over 300 tonnes of carbon.

We also provided financial support to grass roots charity,

Surfers Against Sewage (“SAS”). SAS is a grassroots

charity that campaigns to protect the ocean. In carrying

out its activities, SAS seeks to make environmental

conservation an exciting activity for young people,

families and communities to become involved with.

Our donation supports the #MillionMileClean #MMC

initiative, an annual campaign, which brings volunteers

together to tackle plastic pollution across the UK.

Our donation also supports the charity’s education

programmes, which reach over 1.2 million pupils in

3,195schools across the UK.

Sustainability partnerships

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Environment

continued

Encouraging a

sustainability culture

Travel

As part of our efforts to measure

and reduce our emissions, during

2022/2023 we updated our travel

policy for colleagues and authors with

the objective of being able to better

manage and track the emissions

associated with business travel. This

will be launched in 2023/2024, and will

include the use of a travel booking

portal, which will provide colleagues

with information about the carbon

emissions of their prospective trips

when they search for travel options,

enabling them to make responsible

choices when booking work-related

trips and supporting Bloomsbury’s

climate-related ambitions.

Climate literacy

In 2022/2023, we launched a

quarterly sustainability webinar

series, Live Greener, which is aimed

at empowering colleagues to make

environmentally friendly decisions

both in and outside of the workplace.

During 2022/2023, we also delivered

impact training to our design,

editorial and production teams

to raise awareness of the climate-

related impact of decisions relating

to book design and production, and

equip colleagues with the relevant

information to enable them to make

more sustainable choices about the

use of specific materials and finishes

where practicable.

Flexible office working

Bloomsbury’s hybrid work policy

means Bloomsbury can reduce its

transportation-related emissions from

staff commuting as well as energy

consumption in our office buildings.

Sustainable production

Book manufacture

We are committed to reducing the

environmental impact of our print

products. To that end, we work

with Forestry Stewardship Council

(“FSC”) and the Programme for the

Endorsement of Forest Certification

(“PEFC”) accredited suppliers,

and we use FSC materials for over

90% of the Group’s output. Where

FSC-accredited materials are not

available, we specify alternatives

from known and reputable sources.

Sustainability policies and planning,

and a willingness to work together to

achieve targets, are key factors in our

decision to engage a supplier.

During the year, we ran several pilots

to explore the impact of making

specific changes in book design and

production, and we will continue to

innovate and implement changes.

Print-on-demand

Changes in print technology are

making it increasingly economical to

manufacture books at the time of, and

in the quantity needed for, sale – in

some cases in the territory of sale.

This reduces the CO

generated by

pulping, recycling and transporting

unsold books.

Digital publishing and

e-formats

Our editorial strategy and XML-based

production workflow embrace digital

publishing and the potential benefits

this may bring to the environment.

Our focus on digital formats and

products allows millions of students

to access essential resources

without using paper and enables

consumers to purchase Bloomsbury

titles in digital formats should they

wish to avoid the consumption of

paperproducts.

Sustainability

initiatives

In 2022/2023, we introduced a

pilot to move titles published

under our popular science

imprint, Bloomsbury Sigma,

onto a more sustainable footing.

The pilot focused on Sigma’s

non-fiction mono portfolio in

both hardback and paperback

editions, and looked at four

areas: the elimination of drop foil

(plastic); the elimination of spot

UV (petrochemical-derived); the

elimination of lamination (plastic)

and the removal of dust jackets

where possible. In addition, the

Sigma imprint has ensured a

consistent reduction of book mass,

including reducing paper weight

and book wastage. All books on

the Sigma list are produced on a

completely circular model, with all

books being 100% recyclable.

Next steps

During 2023/2024, we will be taking

the following steps to continue to

advance our sustainability objectives:

• Continue to work with our key

suppliers to gather accurate

data and achieve our emissions

reduction targets.

• Develop our transition plan.

See pages 98 to 99 for further

information about our approach to

developing a transition plan.

• Launch Bloomsbury’s new Travel

Policy and travel booking portal

that will enable us to track.

emissions related to business travel

• Continue to engage and educate

colleagues through our Live

Greener Webinars.

• Continue to work with our partners

and peers within the industry

to drive change throughout the

publishing supply chain.

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Annual Report and Accounts 2023

Strategic Report

2022/2023 Environmental

performance

We report on our greenhouse gas emissions as required

by the Companies Act 2006 (Strategic Report and

Directors’ Report) Regulations 2013. We also report on our

greenhouse gas emissions, waste production and water

consumption in alignment with the 2006 Government

Guidelines, Environmental Key Performance Indicators

and Reporting Guidelines for UK Businesses. In respect

of greenhouse gases, we report in respect of stationary

fuel use (onsite consumption of natural gas), vehicle fuel

use, refrigerant use and electricity use in kWh, converted

to tonnes of CO

e following the protocols provided by

the Department for Environment, Food and Rural affairs

(“DEFRA”). Emissions have been categorised against the

Greenhouse Gas Protocol scopes of reporting. The analysis

of the Group’s emissions, together with waste production

and water consumption, is performed by an independent

external advisor, Corporate Citizenship, based on data we

have provided, including utility bills, vehicle fuel data, and

expenditure on business travel.

Stationary electricity

consumption(kWh)

Country 2022/2023 2021/2022

United Kingdom 555,381 507,559

United States 410,691 208,033

India 44,245 30,530

Australia 14,076 15,788

Total 1,024,393 762,131

Natural gas consumption (kWh)

Country 2022/2023 2021/2022

United Kingdom 183,279 116,162

United States 155,165 –

India Not relevant –

Australia Not relevant –

Total 375,026 116,162

Notes:

1. The increased electricity and natural gas consumption during the

reporting period is a result of a more stable working pattern following full

office re-opening during 2022/2023.

2. The more significant increase in electricity consumption in the US is due

to the acquisition of ABC-CLIO. ABC-CLIO’s electricity consumption

represented 24% of the total US consumption during 2022/2023.

3. Data on natural gas consumption is not available for Bloomsbury’s New

York office, therefore the above figure for the US has been estimated.

Scope 1 and 2 emissions, waste and

waterconsumption

• Total Scope 1 and 2 (market-based) GHG emissions for

2022/2023 were 96 tCO

e. Scope 1 makes up 100% of

these emissions as we purchase 100% renewable energy

for all our offices, either direct from the supplier or via

the purchase of Renewable Energy Certificates.

• Scope 1 emissions increased by 140% on the prior year.

This increase was due to several factors:

– Higher electricity and natural gas consumption during

the reporting period, due to a full return to working

from our offices, on a hybrid basis. In the prior year

many colleagues chose to work remotely rather than

from our offices.

– The inclusion of a full year of data for ABC-CLIO and

Head of Zeus. In the prior year, data for each company

was included only from the point of acquisition

(June 2021 for Head of Zeus and December 2021 for

ABC-CLIO).

– Access to more granular data and improving our

emissions calculation methodology.

– The decision to estimate emissions for fugitive

emissions and natural gas for sites where no data has

historically been available.

• Bloomsbury generated 89.65 tonnes of waste in

2022/2023 (2021/2022: 40 tonnes), of which 47% is

disposed of via a closed loop or combustion. This is

a 48% reduction in waste generation compared to

pre-pandemic levels (175.29 tonnes in 2019/2020).

Theincrease from 2021/2022 reflects the return to office

working during 2022/2023 and the inclusion of a full year

of data for ABC-CLIO and Head of Zeus. We also refined

our methodology to calculate estimates where there

were data gaps.

• Total water consumption for 2022/2023 is 3,401 cubic

meters (m

), a 20% reduction in consumption from

pre-pandemic levels (4255 m

in 2019/2020). The increase

from 2021/2022 reflects the return to office working

during 2022/2023 and the inclusion of a full year of data

for ABC-CLIO and Head of Zeus.

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Environment

continued

Greenhouse Gas Emissions: Scope 1 and 2

GHGs Definition Data Source and Calculation Methods

Quantity

Absolute tonnes CO

Normalised tonnes CO

per £m revenue

2022/2023 2021/2022 2022/2023 2021/2022

Scope 1 Direct Impacts

Stationary

fuel use

This category is any

gas or other fuel used

within the buildings

owned and operated

by Bloomsbury’s

operations.

Actual consumption from bills and

meter readings were used to record

consumption in kWh. Where not

available, an estimated intensity was

derived from available data. BEIS

emissions factors were used to convert

kWh to GHG emissions. (Optional: 7

sites verified they do not use natural

gas.) 69 21 0.3 0.1

Fugitive

emissions

Fugitive emissions

refer to the

refrigerants used

within a building,

frequently used in air

condition units

Actual data on refrigerant type and

leakage or top-up is recorded in kg.

Where not available, an estimated

intensity was derived from available

data. BEIS emissions factors were

applied to convert refrigerant-specific

kg to GHG emissions. 7 – – –

Company

cars

Emissions from

petrol and diesel

consumption.

Annual consumption in litres provided

for the UK and Indian offices. Converted

according to DEFRA guidelines. There

are no Company cars in Australia and

the US offices. 20 19 0.1 0.1

Total Scope 1 96 40 0.4 0.2

Scope 2 Impacts

Electricity

use –

location-

based

emissions

Greenhouse gas

emissions resulting

from electricity

purchased.

Actual annual consumption of directly

purchased electricity in kWh collected

for the London, Alton, Hardwick Street,

Oxford, US (including ABC-CLIO),

Australia, and India offices. For Bath and

Edinburgh, an emissions/FTE intensity

was multiplied by the FTE at each office.

For location-based emissions

calculations, the total consumption

(kWh) data is converted to emissions

according to the regional factor. 267 194 1.0 0.8

Electricity

use – market-

based

emissions

Market-based

emissions for

purchased electricity.

In 2022/2023, Bloomsbury purchased

100% renewable energy either direct

from suppliers or through the purchase

of RECs. – 244 – 1.1

Total Scope 2 – 244 – 1.1

Total Scope 1+ 2 (Location-Based) 363 234 1.4 1.0

Total Scope 1+2 (Market-Based) 96 284 0.4 1.3

Notes:

1. The values in the tables above relating to absolute tonnes CO

e have been rounded to the nearest whole number and figures for normalised tonnes CO

per £m Revenue have been rounded to one decimal place.

2. 2021/2022 Electricity use – market-based emissions: UK offices were powered by renewable energy in 2021/2022. However, in the absence of energy attribute

certificates (e.g. RECs or equivalent instrument) or supplier specific emission factor, residual mix emission factor was considered for calculating market-based

emissions for UK offices in 2021/2022. For the Australia office, market-based emissions were calculated using a combination of supplier-specific emissions

factor and residual mix for Australia. As from November 2021 onwards, our Australia office started purchasing renewable electricity directly from its supplier.

For our US and India offices, average grid emission factors were considered for market-based emissions.

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Annual Report and Accounts 2023

Strategic Report

Waste Definition Data Source and Calculation Methods

Quantity

Absolute tonnes CO

Normalised tonnes CO

per £m revenue

2022/2023 2021/2022 2022/2023 2021/2022

Other Impacts

Waste

generation

General office waste

(which includes a

mixture of paper,

card, wood, plastics

and metals) sent to

recycling, combustion

or landfill sites

Actual annual quantity of waste

generated at sites where data is

available. This data is used to estimate

per day waste generation intensity,

and multiplied by the number of

working days for sites where data was

unavailable. 89.6 39.9 0.3 0.2

Water Definition Data Source and Calculation Methods

Quantity

Absolute tonnes CO

Normalised tonnes CO

per £m revenue

2022/2023 2021/2022 2022/2023 2021/2022

Other Impacts

Water

consumption

Directly purchased

water

Actual annual volume of water

purchased provided for London, Oxford

and India, ABC-CLIO offices. This data

is used to calculate per day water

consumption and estimate consumption

at other sites based on the number of

working days. 3,401 835 13 4.0

Notes:

1. 2021/2022 waste and water consumption: data for Head of Zeus and ABC-CLIO was included only from the point of acquisition (June 2021 for Head of Zeus

and December 2021 for ABC-CLIO).

www.bloomsbury.com

Bloomsbury Publishing Plc

Our Environment

continued

Greenhouse Gas Emissions: Scope 3

Bloomsbury’s total Scope 3 emissions for 2022/2023 were 33,075 tCO

e (2021/2022: 24,214 tCO

e). Category 1 (purchased

goods and services) contributed to 73% of Bloomsbury’s total value chain emissions, with category 4 (upstream

transportation and distribution) contributing to a further 19%.

The table below shows the breakdown of Scope 3 emissions by category.

Activity 2022/2023 2021/2022

Revenue

intensity

(2022/2023)

Revenue

intensity

(2021/2022) Relevant

1. Purchased goods and services 24,281 18,234 92.9 79.2 Relevant

2. Capital goods 109 337 0.4 1.5 Relevant

3. Fuel- and energy-related activities 109 79 0.4 0.3 Relevant

4. Upstream transportation & distribution 6,295 4,918 24.1 21.4 Relevant

5. Waste generated in operations 24 2 0.1 – Relevant

6. Business travel 431 48 1.6 0.2 Relevant

7. Employee commuting 587 22 2.2 0.1 Relevant

8. Upstream leased assets 15 12 0.1 0.1 Relevant

9. Downstream transportation and distribution 684 344 2.6 1.5 Relevant

10. Processing of sold products – – – – Not Relevant

11. Use of sold products – – – – Not Relevant

12. EOL treatment of sold products 539 218 2.1 0.9 Relevant

13. Downstream leased assets – – – – Not Relevant

14. Franchises – – – – Not Relevant

15. Investments 1 – – – Relevant

Notes:

1. The table above shows all 15 categories of Scope 3 emissions; those marked “Relevant” are the categories relevant to Bloomsbury’s business.

The increase in our Scope 3 emissions on the prior year reflects methodological changes to our GHG accounting and the

use of more granular data in our emissions calculations, including the inclusion of supplier-specific paper related emissions

where available.

In addition, 2022/2023 figures include data for ABC-CLIO and Head of Zeus which were not included in Scope 3 calculations

for 2021/2022.

Total Scope 1, 2 and 3 emissions (tCO

The total Scopes 1, 2 and 3 emissions (market-based) for Bloomsbury in 2022/2023 is 33,171 tCO

e. This is compared with

24,498 tCO

e in 2021/2022.

Scope 2022/2023 2021/2022

Revenue

intensity

(2022/2023)

Revenue

intensity

(2021/2022)

Total Scope 1 96 40 0.4 0.2

Total Scope 2 (Location-based) 267 194 1.0 0.8

Total Scope 2 (Market-based) – 244 – 1.1

Total Scope 3 33,075 24,214 126.5 105.2

Total Scope 3 Category 1 (PG&S)* 24,281 18,234 92.9 79.2

*Category 1 (purchased goods and services) is linked to Bloomsbury’s science-based targets

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Compliance Statement

Bloomsbury’s disclosures are in accordance with the Financial Conduct Authority (“FCA”) Policy Statement 20/17 and listing

rule LR 9.8.6R(8), consistent with the 11 Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.

Our disclosures are set out on pages 89 to 102.

The table summarises the Group’s compliance with the TCFD-recommended disclosures, and, where the Group partially

complies, the steps we are taking with a view to being able to achieve full disclosure against the TCFD recommendations.

TCFD Recommendations Status Reference

Governance

a) Board oversight Disclosed Core information: pages 89 and 90

b) Management’s role Disclosed Core information: pages 89 and 90

Strategy

a) Climate-related risks and

opportunities

Disclosed Core information: pages 91 to 95

b) The impact of climate-related

risks and opportunities

Disclosed Core information: pages 92 to 98

c) The resilience of the

organisation’s strategy

Partial disclosure Core information: pages 92 and 98

• Financial planning: We have assessed the potential impact from

climate risks and opportunities qualitatively and quantitatively

where feasible. As our understanding of climate risks and

opportunities evolves, we will incorporate key impacts into our

financial planning.

• Transition plan: In 2023/2024, we will incorporate our actions to

mitigate impacts, decarbonise and build climate resilience into a

transition plan that describes our targets and actions.

Risk Management

a) Identifying and assessing

climate-related risks

Disclosed Core information: pages 91 to 102

b) Managing climate-

related risks

Disclosed Core information: pages 91 to 102

c) Integration into overall risk

management

Disclosed Core information: page 100

Metrics & Targets

a) Climate metrics Partial disclosure Core information: pages 101 to 102

• TCFD cross-industry climate-related metrics and targets: The

Company is reporting against several TCFD metric categories.

We will continue to assess the feasibility of reporting against

further climate-related metrics.

b) GHG emissions Disclosed Core information: pages 85 to 87

c) Climate targets Disclosed Core information: page 81

www.bloomsbury.com

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial

Disclosures (TCFD)

Response to the Task Force on Climate-Related Financial Disclosures (TCFD)

Bloomsbury recognises the importance of sharing climate-related information with our stakeholders. We are committed to

making disclosures in alignment with the TCFD recommendations to demonstrate how we identify, assess and manage our

climate-related risks and opportunities.

The climate scenario analysis and quantification results set out in the following pages show the hypothetical potential

financial impact of selected risks arising from climate change across different climate scenarios over the period 2023/2024

to 2050/2051. There are uncertainties inherent in climate scenarios and these uncertainties increase with the length of time

period being considered. More reliance can be placed on the short-term analyses with the long-term analyses being the

most uncertain and, therefore, seen as directional. The results of our analysis indicate that even without the mitigating

actions in place or being planned, the Group is not expected to be significantly impacted by climate issues. With mitigating

actions, the effect on the Group is not material.

The Group’s approach to climate-risk analysis and management is set out on pages 91 to 102. Further information on the

climate scenario analysis is set out on page 91.

Governance

Governance structure for climate-related matters

The Board is responsible for the oversight of climate-related matters and has responsibility for approving substantive

strategies for reducing the environmental impact of the Group’s business operations and addressing climate risk.

TheExecutive Committee implements these substantive strategies through the executive management of core business

Divisions and functions.

Climate-related responsibilities are distributed across the organisation, with several committees having key roles.

Thesecommittees include members of the Executive Committee and senior production and operations managers,

ensuring comprehensive expertise regarding the impact and significance of climate-related matters throughout the Group’s

valuechain.

The Remuneration Committee assists the Board to align the Remuneration Policy with the Group’s strategy, including

climate-related matters. For 2023/2024, bonus objectives for Executive Directors include a 4% weighting for the achievement

of Scope 1 and 2 GHG emission-reduction targets.

The organisational structure on page 90 describes the responsibilities of the Board and each committee that is involved in

climate governance.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Sustainability Steering

Committee (SSC)

Oversees sustainable initiatives and

strategic responses to climate risks and

opportunities. The Head of Sustainability

liaises with the Global Head of

Operations and the Heads of Production

following SSC meetings and feeds back

on progress of initiatives to the SSC.

The committee comprises members of

the EC, including the Chief Executive

and CFO, as well as cross-functional

representation from Operations,

Production, Finance, Legal and Cosec.

TCFD Steering

Committee

Responsible for the assessment of

climate-related risks and opportunities

and consideration of response

strategies. Reviews and approves

climate-related disclosures in line

with TCFD recommendations.

Thecommittee has cross functional

representation from key divisions and

functions across the Group to ensure the

potential impacts of climate change are

appropriately assessed and managed.

Key members of the EC, including the

CFO, sit on the committee.

Bloomsbury Board

Oversees the Group’s Principal Risks and has overall responsibility for climate-related

matters, including the approval of substantive strategies for reducing the Group’s

environmental impact and addressing climate-related risk.

Head of

Sustainability

The Head of

Sustainability chairs the

Sustainability and TCFD

steering committees

and advances

Bloomsbury’s response

on climate change

including representing

Bloomsbury on the

Publishers Association

Sustainability Task Force.

Executive

Committee

Responsible for the

formulation and

execution of the Group’s

sustainability roadmap

and environmental

policy, including

monitoring performance

against climate-related

targets. Responsible for

daily operational control

of climate-related risks.

Audit

Committee

Responsible for

reviewing the

Company’s Annual

Report and Accounts

and scrutiny of climate-

related disclosures.

Reviews internal

controls and risk

management processes

which incorporate

management of climate-

related risks.

Remuneration

Committee

Responsible for ensuring

that the remuneration

policy for the Board

aligns with Group

strategy, and for the

incorporation of climate-

related performance

targets and metrics

into the remuneration

schemes. Monitors

performance against

targets.

Divisional and Functional Management

Climate considerations are accounted for across teams at Bloomsbury with department

heads responsible for overseeing all operational aspects of the business, including

planning and executing day-to-day activities related to production, distribution, and other

business functions.

KEY

Board oversight of climate issues

Management oversight of climate issues

Information flows

Setting direction

www.bloomsbury.com

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial Disclosures (TCFD)

continued

Strategy

Bloomsbury uses a TCFD-aligned climate scenario analysis to assess climate-related risks and opportunities. Climate

scenario analysis supports the assessment of potential impacts over longer-term time horizons across uncertain climate

futures, aligned with the latest climate science. Given the high level of uncertainty, our assessments are hypothetical.

Through our assessment, we have increased our understanding of current and future potential climate impacts and

our possible exposure to transitional and physical risks. This supports appropriate future integration of key climate

considerations into our financial and business planning processes.

An overview of the Group’s approach to climate-risk analysis and management is set out below.

2021/2022

Phase 1: Identification of strategically important climate-

related risks and opportunities

• Identifying relevant climate risks and opportunities

through cross-functional engagement, sector and

policy research, country-specific regulation and climate

scenario research.

• Internal engagement involved reviews with key functions,

including sustainability, finance, production, risk

management and sales and operations.

• Mapping identified climate risks and opportunities

against market trends relevant to the Group’s business.

This involved a comprehensive review of major trends in

the publishing industry including digitisation, to inform

the Group’s understanding of how climate issues may

manifest over time.

• The identified risks and opportunities are disclosed on

pages 92 to 95.

Phase 2: Qualitative Assessment of strategically important

climate-related risks and opportunities

• Qualitative assessment of identified risks and

opportunities across three climate scenarios and time

horizons to understand how risks and opportunities

may manifest and the relative significance of each

risk and opportunity for the Group. Scoring criteria

for the qualitative assessment of climate-related risks

included vulnerability, the magnitude of impact and

likelihood. Climate-related opportunities have been

assessed based on the size of the opportunity and the

Group’s ability to execute. Further information on the

risk scoring methodology is set out on page 91 of our

2022AnnualReport.

2022/2023

Phase 3: Selection of priority risks for quantification based

on scoring and quantification feasibility

• Identification of select risks and opportunities for further

investigation based on the qualitative risk assessment

score, relative significance to the Group, links to financial

indicators, and feasibility of quantification.

• Development of impact pathways for selected risks

to identify specific value drivers, data needs and

assumptions. Cross-functional engagement to collate

relevant data and test assumptions for the analysis.

Validation of assumptions and impact pathways by the

TCFD Steering Committee.

• Quantification of potential future financial impacts across

three climate scenarios and accounting for longer-term

time horizons.

2023/2024 and beyond

Integrate, respond and monitor – continue to develop

climate resilience and integrate climate considerations

appropriately into business processes and planning

• Cross-functional engagement to consider ways

to integrate the outcomes of the climate-risk and

opportunity analysis into the Group’s existing processes

to develop climate resilience and inform decision

making, identify mitigating actions and including, where

appropriate, financial planning.

• Assess the opportunity for combining the Group’s

decarbonisation and resilience planning into a robust

transition plan with near and long-term targets, interim

milestones and actions.

• Ongoing engagement with key suppliers, including

printers and distributors, to understand the potential

impact of climate change on their operations and

mitigating actions.

• Progression of the quantitative climate scenario analysis,

taking into account the significance to the Group

and data availability opportunities considered for

quantification, taking into account the significance to the

Group, links to financial indicators, and data availability.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Climate Scenarios

The assessment of climate-related risks and opportunities was conducted using publicly available projected data against

three hypothetical climate scenarios sets, as shown in the table below. Each scenario is based on hypothetical assumptions

about global climate policy intervention and socio-economic changes, which lead to varying ranges of temperature

outcomes. As a result, the climate data projections used vary significantly and result in a wide range of potential future

financial impacts.

Scenario Set Ambitious climate policy Middle of the road High warming

Description • Early and/or ambitious action to

support the transition to a net

zero economy.

• Incentives are introduced to put

a cost on carbon and increase

demand for low-carbon

products and services.

• Late, disruptive and/or

unanticipated action, no earlier

than 2030.

• Action is slower and delayed

compared to the orderly

transition, resulting in more

extreme action taken in the

longer term to make up for the

lost time.

• A high warming scenario with

limited action being taken

beyond what has already

been committed, leading to

continued global warming and

significant increases in exposure

to physical climate risks.

Data sources • NGFS’s

Orderly Transition

including REMIND-MAgPIE

3.0–4.4 Net Zero 2050 &

Below 2°C

• IEA’s

WEO

Net Zero

Emissions.

• IPCC’s

SSP61–2

• National Grid Future Energy

Scenario, Leading the Way.

• NGFS’s Disorderly Transition

scenario including REMIND-

MAgPIE 3.0–4.4 Delayed

Transition & Divergent

Net Zero.

• IEA’s WEO Announced Pledges.

• IPCC’s SSP

–4.5.

• National Grid Future

Energy Scenario, Systems

Transformation.

• NGFS’s Hot House World

scenario including REMIND-

MAgPIE 3.0–4.4 Current policies

& NDCs.

• IEA WEO Stated Policies.

• IPCC’s SSP5–8.5.

• National Grid Future Energy

Scenario, Falling short.

Temperature

outcome range

1.4°C to 1.8°C 1.4°C to 2.7°C 2.6°C to 4.4°C

1. NFGS – Network for Greening the Financial System

2. REMIND-MAgPIE 3.0-4.4 is an integrated assessment model from the Potsdam Institute for Climate Impact Research

3. IEA – International Energy Agency

4. WEO – World Energy Outlook

5. IPCC – Intergovernmental Panel on Climate Change

6. SSP – Shared-socioeconomic pathway

Climate risks and opportunities have been assessed across three time horizons: (i) short term (0–5 years), to align with the

Group’s strategy planning cycles; (ii) medium term (5–10 years), to align with the Group’s near-term Science-Based targets;

and (iii) long term (10+ years to 2050) to align with the UK’s Net Zero 2050 goal.

Climate Risks and Opportunities

Our climate scenario analysis is designed to be able to assess the potential impact of risks and opportunities across different

climate scenarios and time horizons.

Our qualitative assessment ensures broad assessment coverage of relevant climate risks and opportunities and subsequent

integration in business planning. Our quantitative assessment assesses the hypothetical scale of the potential financial

impact of climate-related risks and opportunities.

Qualitative assessment of climate-related risks and opportunities

In the Group’s 2022 Annual Report, we disclosed the outcome of the qualitative assessment of climate-related risks,

reproduced in the table below.

www.bloomsbury.com

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial Disclosures (TCFD)

continued

Strategically important climate-related risks and opportunities

(Not disclosed in order of priority)

Market Trend Assessment Result

Increase in competition for

manufacturing capacity, materials and

distribution

There has been a global rise in

competition for print manufacturing

capacity, raw materials and distribution,

driving up the cost of sales. While

this may incentivise operational

efficiencies and product specification

rationalisations with associated

reductions in carbon emissions, the

feasibility of optimising our approach is

dependent on the cooperation of our

suppliers and on collaboration between

publishing houses via concerted

lobbying of the supplier base.

Climate-related risks and opportunities

• R1. Inflated cost of sales related to the request for the

implementation of sustainable practices or material

choices. Put simply, ‘green’ options cost more at present.

• O1. Potential cost savings derived from operational

efficiencies and specification changes.

Potential management response

• Assess the feasibility of efficiencies in production

anddistribution.

• Seek opportunities to partner with suppliers to reduce

carbon emissions through specification adjustments and

materials choices in collaboration with our industry peers.

• Consider adjustments to product pricing.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium

Long

Scenarios

Dependence on localised supplier

specialisms

The book and games manufacturing

industries have evolved to create

localised product specialisms. This

results in longer-distance transport

routes that are inherently exposed to

physical hazards, which could increase

in likelihood and magnitude.

Climate-related risks and opportunities

• R2. Extreme weather events such as storm surges can

disrupt land and sea transport networks causing delays in

production and distribution.

• R3. Longer transport routes result in higher carbon

emissions and distribution costs. In some instances, there

are no alternatives.

Potential management response

• Integrate climate considerations alongside printing and

distribution costs when selecting printing suppliers and

distribution partners.

• Explore product design modifications to enable

alternative manufacturing locations.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium

Long

Scenarios

Growing demand for transparency

around environmental impact

There is a general rise in stakeholder

expectation to increase transparency

over carbon emissions resulting

from the production of goods and

services. The publishing industry is

seeking to standardise the calculation

of embodied carbon emissions and

exploring the idea of a book ‘carbon

label’ to inform customers as to the

carbon emissions associated with

individual books.

Climate-related risks and opportunities

• R4. Potential reputational impact and related loss of

revenue if we are perceived to be carbon-intensive in

comparison with our peers.

• R5. Continued consumer demand for carbon intensive

design and packaging disincentivises decarbonisation

ofproduct.

Potential Management Response

• Evaluate tools and resources in development by industry

associations that enable carbon accounting in our

production and design.

• Remain an active participant in industry association

discussions regarding the development of

industry-specific carbon standards.

• Explore opportunities to influence market preferences in

favour of goods with reduced environmental impact.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium

Long

Scenarios

SCORE KEY

Low Medium High

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

SCORE KEY

Low Medium High

Market Trend Assessment Result

Market transition to net-zero

To incentivise the transition to net zero,

the price of carbon will become more

apparent, through carbon regulations,

carbon pricing mechanisms (global

carbon markets and carbon taxes) and

the potential knock-on impact to fossil

fuel prices.

Climate-related risks and opportunities

• R6. Increased costs of raw materials and distribution due

to pass-through of transition costs.

• R7. Higher operational costs related to our direct energy

consumption and related carbon emissions.

• R8. Increase capital expenditure for new technologies/

low carbon materials and production processes to reduce

carbon emissions related to our activities.

• O2. Conversely, this would also reduce exposure to future

potential transition costs identified above.

Potential management response

• Potential risks through business operations including

increased digitisation.

• Achieve our science-based targets through the

identification and assessment of carbon reduction

measures across our value chain.

• Use the results of the TCFD quantitative climate scenario

analysis to strengthen the business case for investment in

decarbonisation measures.

• Consider adjustments to product pricing.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium Long

Scenarios

Digitisation of media

Digital content has become an

increasingly important format for

certain customer groups. However,

preference continues to shift between

print and digital formats and there

remains uncertainty associated with the

climate impacts of digital publishing.

Whilst it is expected that energy

consumption will increase with business

growth, the relationship between

carbon emissions and changes in

volumes of print and digital content is

not yet clear.

Climate-related risks and opportunities

• R9. Unable to project future carbon emissions related

to specific market formats and channels, resulting in

uncertain exposure to future climate risk.

• R10. Reputational risk if we are unable to provide an

adequate response to potential stakeholder enquiries

relating to the climate impact of digitisation.

Potential management response

• Increase the proportion of renewable and low-carbon

energy sources in our operations and encourage digital

suppliers to do the same.

• Participate in industry associations that are developing

tools and resources that will support Bloomsbury to

understand the life cycle emissions of all our product

formats and channels.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium Long

Scenarios

Growth in publishing content on

climate change

There is an increasing volume of

climate-related Academic research that,

when published, can broaden discovery

and understanding, as well as support

higher education in this field.

Climate-related risks and opportunities

• O3. Increase in revenue from demand for content aligned

with SDG13: Climate Action, as well as other global goals

aligned to clean energy, responsible consumption and

production, and biodiversity.

• O4. Enhanced reputation for publishing academic

content that encourages interaction with the principles

of the United Nations Sustainable Development

Goals(SDGs).

Potential management response

• Begin to explore academic content to align with SDGs

and increase publication of information linked to climate

change.

• Identify opportunities to collaborate within the industry

to drive sustainable content, following on from previous

initiatives such as the UN SDG Book Club.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium Long

Scenarios

www.bloomsbury.com

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial Disclosures (TCFD)

continued

Market Trend Assessment Result

The publishing industry is collaborating

to address climate impacts

Working as an industry body presents

an opportunity to collectively assess,

invest and benefit from possible

efficiencies across the supply and

distribution network with the aim of

facilitating carbon emissions reductions

that are associated with the publishing

industry.

Climate-related risks and opportunities

• O5. Increase in decarbonisation initiatives in the supply

chain through supplier partnerships and collaboration.

Potential Management Response

• Continue to collaborate with our peers and suppliers on

industry-wide climate initiatives. The extent of knowledge

sharing and coordinated activities may be subject to

restrictions under competition law.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium

Long

Scenarios

Increase in likelihood of climate-related

physical hazards

There is an expected increase in the

likelihood of extreme weather events

and chronic climate anomalies in the

future. Hazards related to climate

change (including heat stress, water

scarcity, flooding, storm surges, wildfire

etc.) could impact operations across

the publishing value chain, from pre-

press, to suppliers, to distribution, and

toretail.

Climate-related risks and opportunities

• R11. Physical hazards can result in a reduced availability

of materials, resulting in suppliers charging high prices.

• R12. Delays in supply and distribution of products, or in

worst-case scenarios a loss of products, resulting from

extreme weather events.

• R13. Damage to manufacturing plants reduces supplier

production capacity.

• R14. Shift in sales to online channels in response to

severe weather conditions.

Potential management response

• Mitigate risks by building further resilience in our

value chain.

• Further assess physical risk at key manufacturing plants

and associated potential financial impact.

• Build resilience in production by identifying alternative

suppliers and supplier regions, supporting adaptation

planning, and forward purchasing paper.

• Extend schedules to account for potential delays in

distribution.

• Identify opportunities to increase online marketing to

mitigate impacts from the shift to online retail.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium

Long

Scenarios

Enhanced market focus on biodiversity

and the value of ecosystem services

In recent years, businesses have been

expected to accelerate the adoption

of sustainable procurement of natural

resources, such as using FSC/SFI-

certified paper. There is also emerging

regulation on forestry protection, as

well as expectations for companies to

increase nature-related disclosures.

As a result, there is increasing scrutiny

concerning the rigour of these

standards in protecting habitats, and

the importance of the industry in

upholding the integrity of standards to

limit the degradation of biodiversity.

Climate-related risks and opportunities

• R15. Higher price of raw materials that meet sustainable

sourcing standard requirements.

• R16. Reputational impacts should evidence indicate that

the effectiveness of standards has low, no, or negative

impact on biodiversity and environmental systems.

• O6. Opportunity to increase nature-related positive

impacts through industry collaboration on due diligence

of standards.

Potential management response

• Expand supplier engagement plans to tier 2 and tier 3

suppliers in order to understand opportunities to have a

positive influence on biodiversity.

• Engage with industry bodies and associations (e.g. the

Publishers Association) and peers to investigate the

issue of biodiversity loss and the effectiveness of FSC in

tackling biodiversity issues, including an understanding

as to whether there are grades of performance within the

various sustainable procurement standards.

• Consider adjustments to product pricing.

Time Horizon

Ambitious

policy

Middle of

the road

High

warming

Short Medium

Long

Scenarios

The table above indicates the consolidated risk scores of the specific risks relevant to each market trend.

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Quantification of potential impact of climate change

The potential financial impact of the selected climate risks has been modelled across climate scenarios (described on

page92) to 2050.

Impact pathways were developed for the selected risks to identify specific financial impact categories, value drivers, data

requirements and key assumptions to estimate the potential financial impact of the selected risks.

For both physical and transition climate-related risks, the potential future impact from climate change has been modelled as

a ‘climate-adjusted net present value’ (“NPV”). This sets out hypothetical cumulative cashflow impact to the Group over the

28-year period from 2023/2024 to 2050/2051.

The climate scenario sources used for the quantitative assessment are summarised in the table below.

Select risks and opportunities

for quantification

Develop impact pathways

defining risk-impact rationale,

and data requirements

Determine potential financial

impact (NPV) across aspects of

our value chain

Physical impacts Transition impacts

External data

• Data from Climate Insights, from CLIMsystems. This

data shows the potential future change in climate

variables based on Global Climate Models (“GCMs”)

of the coupled model intercomparison project

(“CMIP6”) for periods from 2005 to 2070, under the

selected “shared-socioeconomic pathway (“SSP”)

scenarios of SSP1-2.6, SSP2-4.5 and SSP5-8.5 (see

page92 for scenario description).

• The data was prepared for nine asset locations across

the UK, US, India, China and Australia.

External data

• Data from the International Energy Agency’s World

Energy Outlook report, and its Global Energy and

Climate Model, were used to model the potential

future impacts of energy prices and carbon pricing

mechanisms. The projections account for macro drivers

such as population, economic developments as well

as techno-economic inputs for the period 2021 to

2050, with 10-year increments under scenarios Stated

Policies, Announced Pledges, and Net Zero Emissions.

Internal data

• Seven key print and logistic suppliers with an

associated nine locations of primary assets were

identified by the Group.

• The revenue generation associated with each supplier

site was correlated to potential productivity losses

from climate change.

Internal data

• Transition impacts were assessed for the Group, using

energy and emissions data, as well as the current price

of utilities, aggregated at country level, reflecting our

operations in the UK, US, India and Australia.

• Emissions associated with the Group’s paper, print,

and logistic suppliers was modelled. Emissions were

mapped to emerging and advanced economies as

defined by the International Energy Agency (“IEA”)

based on the location of the main business activities.

Quantification results for selected transition and physical climate-related risks

The diagram below and the table on page 97 further describe the Group’s approach to the quantification of selected risks,

and sets out the assessment of the potential NPV financial impact of the selected risks.

The NPV effects over the whole time period set out below should be seen in the context that the net cash generated by the

Group from operating activities in 2022/2023 was £26.6 million.

www.bloomsbury.com

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial Disclosures (TCFD)

continued

Financial Assessment

Risk Risk drivers Value driver Impact category

Ambitious

policy

Middle of

the road

High

warming

Transition Risks

To transition to a low-carbon economy, policy intervention to encourage and drive the shift to low-carbon solutions will

berequired.

R6. Increased costs

of raw materials and

distribution due

to pass-through of

transition costs.

Paper and print

suppliers may face

carbon taxes on their

own operational

emissions which

may be passed onto

Bloomsbury.

• Carbon tax on

print supplier

emissions.

Increased transition

cost of paper

and print.

Transition and

distribution supplier

may face additional

taxes on fuel use

and on warehouse

emissions which

may be passed onto

Bloomsbury.

• Carbon tax

on logistic

emissions.

Increased transition

cost of distribution.

R7. Higher

operational costs

related to our direct

energy consumption

and related carbon

emissions.

The price of energy

may change and

carbon pricing

mechanisms may

be introduced and

expanded to cover

our Scope 1 and 2

emissions.

• Carbon tax on

Scope 1 and 2

emissions.

• Electricity price

changes.

• Natural gas price

changes.

Increased cost of

direct operations.

Physical Risks

An increase in climate hazards including heat stress, flooding, storms etc. in the future results in disruption to provision of

goods and services to Bloomsbury.

R2. Extreme weather

events such as

storm surges can

disrupt land and sea

transport networks

causing delays in

production and

distribution.

R12. Delays

in supply and

distribution of

products, or in

worst-case scenarios

a loss of products,

resulting from

extreme weather

events.

R13. Damage to

manufacturing

plants reduces

supplier production

capacity.

Reduced logistics

efficiency due to

temporary shutdowns

or reduce efficiency

due to temporary

shutdowns or reduced

efficiency of workers.

As a result, Bloomsbury

may be indirectly

affected if it is not able

to distribute or hold

products as planned

and on schedule.

• Productivity loss

from 13 different

climate hazards

at specific site

locations - loss of

revenue.

Climate disruption

at key distribution

locations.

Reduced production

capacity at key

printer locations

due to temporary

shutdowns or reduced

efficiency. As a results,

Bloomsbury may be

indirectly affected if it

is not able to achieve

planned production.

• Productivity loss

from 13 different

climate hazards

at specific site

locations - loss of

revenue.

Climate disruption

at key printer

locations.

KEY NPV (over the period 2023/2024 to 2050/2051)

Lower estimated impact (less than £1 million) Average estimated impact (£1 million-£10 million) Higher estimated impact (£10 million-£26 million)

Stock code: BMY

Annual Report and Accounts 2023

Strategic Report

Transition impacts:

• In a low-carbon transition, our modelling assumes

increased costs without mitigation or actions to

decarbonise or continue investment into sustainable

procurement and operational practices. This risk is

estimated to be greatest under an ambitious policy

climate scenario and without mitigating actions.

• Bloomsbury is not aware of any current or planned

policies which means that its suppliers are subject to

or exposed to a carbon pricing mechanism. However,

recognising that carbon pricing is likely to be required

to achieve global goals to limit climate change, we have

modelled the potential impact of a carbon tax based on

supplier emissions, as indicated in the table on page 97.

• Many of the Group’s suppliers are likely to be subject

to changes in operating costs from energy and climate-

related policies. These additional costs are likely to be

passed down to customers through increased prices of

goods and services. Bloomsbury will review the feasibility

of quantifying the potential impact of such increases.

• Bloomsbury is investigating opportunities to manage

its transition risk exposure and seize opportunities to

reduce emissions across the value chain as part of its

emission targets and associated reduction pathways.

Physical impacts:

• The expected increase in frequency and severity of

extreme weather events, as well as gradual changes to

the climate, may affect operations across the Group’s

value chain. The physical risks with the greatest

potential impact on the Group were identified as

potential disruption to production capacity and delayed

distribution of print products.

• Historically, Bloomsbury has not experienced significant

weather-related disruptions to the production and

distribution of print products. We have mitigated

any disruption by reallocating services to alternative

suppliers and this agile approach is core to the resilience

of our value chain.

Climate Resilience Strategy

Understanding the potential impacts of climate-related

risks and opportunities is central to our assessment of the

Group’s strategic resilience to climate change over time.

Bloomsbury recognises the importance of engaging with

suppliers, peers and other partners in achieving our climate

change targets and managing identified climate risks and

opportunities.

Bloomsbury’s strategic actions are described below:

Additional information is set out on pages 80 to 83.

• Digital Publishing: Bloomsbury Digital Resources,

asignificant growth area for the Group, as well as ebooks

and audio, are not exposed to the transition and physical

risks applicable to print. Bloomsbury’s successful digital

strategy means it is well placed to adapt to the transition

and physical risks identified above. We will monitor

emerging guidance on emissions associated with

digitalproducts.

• Author, customer, and consumer awareness: Actively

increasing our publishing relating to sustainability and

climate, as well as raising awareness on sustainable book

production measures to encourage consumer demand

for lower carbon products.

• Supplier engagement: Engaging with suppliers to

improve understanding of upstream environmental

impacts and identify opportunities to reduce

environmental impacts.

• Low-carbon production: Exploring the use of alternative

materials and designs to reduce the environmental

impact of the Group’s print products.

• Print strategies: Increasing print on demand and local

printing to reduce overproduction and emissions

fromtransportation.

• Adjustments to product pricing: Continually

reviewing product pricing to ensure products are

pricedappropriately.

• Decarbonisation in offices: Identifying energy efficiency

measures, switching to renewable energy where

possible, and implementing behavioural change

programmes to decarbonise.

Developing Bloomsbury’s Transition Plan and Resilience Response

Approach to developing a transition plan

Understand

environmental

impact

Assess hot

spots of

impact

Identify

opportunities

to mitigate

and adapt

Review

alignment of

action with

targets (near

and long-term)

Implement

measures to

reduce impact

Monitor

and report

progress and

performance

www.bloomsbury.com

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial Disclosures (TCFD)

continued

Actions feeding into the development of Bloomsbury’s transition plan are shown below.

2023/2024

2024/2025

2025/2026

2026/2027

2027/2028

2028/2029

2029/2030

2030/2031

2040/2041

2050/2051

Direct

operations

Employees

Suppliers

Investors

and other

stakeholders

Consumers

Advocacy

Data improvement for most material emission categories, as well as monitor

emerging guidance on the environmental measurement of digital products.

Develop and deliver supplier

engagement strategy.

Climate education for Board and senior leadership, as well as across the Company.

Identify and

implement

actions to further

decarbonise

upstream

emissions by

collaborating

with suppliers

to achieve

shared goals.

Increase procurement of renewable electricity.

Encourage and support behaviour-led environmental initiatives.

Identify and implement energy efficiency and fuel

switching.

Implement

systems

to better

manage data.

Identify and implement

actions to align direct

operations with net zero.

Near-

term

SBT.

Near-

term

SBT.

Set up regular meetings with key

suppliers.

Identify and implement levers to reduce

emissions across emission sources.

Responding to requests from customers on sustainability, e.g. annual disclosure to the CDP climate and forests

questionnaire.

Engage and contribute to key industry bodies including Publishers Association Sustainability Task Force, the

Independent Publishers Guild Sustainability Action Group, and the Book Industry Communication Green Supply

Chain Committee.

Increase published content on climate change information.

Identify and implement actions to reduce the carbon intensity of products sold, to meet increasing awareness of

sustainability issues and grow digital products.

Working towards book industry standard for carbon labelling,

supporting consumers to understand the environmental

impact of published contents.

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Annual Report and Accounts 2023

Strategic Report

Risk Management

Climate Risk Assessment Methodology

We have assessed the climate-related risks and opportunities relevant to the Group over three stages: (i) identification

of strategically important climate-related risks and opportunities; (ii) qualitative assessment of the identified risks and

opportunities; and (iii) quantification of the potential financial impact of selected risks. This process is described in more

detail on pages 91 to 92.

The scoring methodology followed for the qualitative assessment of identified risks and opportunities is described on

page91 of our 2022 Annual Report.

Integration of Climate Risk into Group Risk Processes

Climate-related risks are assessed in the context of Group business risks (see Principal Risks and Risk Management section

on pages 103 to 110). Climate considerations are included within our risk management process, on a consistent basis to

other business risks, and this process includes controls to mitigate risks.

Our actions to mitigate these risks focus on supply chain management and operational efficiency and decarbonisation.

Illustrative mapping of climate issues to principal risks

Introduction of carbon pricing

mechanisms increases supplier costs

Failure of key counterparties or

breakdown in key counterparty

relationships

Failure to attract and

retain key talent

Investor confidence

Failure to comply with applicable

regulations

Print supply costs

Disruption to production from

climatechange

Delays in logistics due to extreme

weather events

Uncertain future carbon emissions

related to new markets and formats

Capital deployments for climate

mitigation and adaptation, to reduce

exposure and achieve targets

Increase in demand for sustainable

content, and lower-carbon production

Potential increase in scrutiny on

sustainable procurement standards

Future plans include:

• Continuing to assess climate risks through the Group’s risk management process, including identifying and implementing

mitigating controls;

• Ongoing assessment and monitoring of emerging policies and regulations regarding environmental matters;

• Establishing climate-related key risk indicators to assist in ongoing monitoring and management of climate risks; and

• Mapping climate-related risks and opportunities to our transition plan.

www.bloomsbury.com

100

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial Disclosures (TCFD)

continued

Metrics and Targets

Bloomsbury is committed to reducing its environmental impact across its value chain and has committed to reducing its

Scopes 1, 2 and 3 emissions. These near-term targets help the Group respond and adapt to the transition to a low-carbon

economy and reduce exposure to identified transition risks. These targets have been validated by SBTi (see page 81 for

more detail).

We have iterated and improved our GHG inventory methodology in 2022/2023, including gaining access to more granular

data, primarily relating to Scope 3 emissions. Following the completion of the Group’s Scope 3 emissions analysis for

2022/2023, and on the basis of this improved methodology and data analysis, the Group will review the base year for its

emission reduction targets and the outcomes of this work will inform the development of our transition planning.

Recent work in this area includes the following:

• Implemented energy, emission, and resource-saving initiatives and identified new measures to reduce our environmental

impact and exposure to transition risks;

• Engaged regularly with those of our suppliers which contribute the most to our Scope 3 emissions, to better understand

environmental impacts through the value chain and collaborate to reduce emissions;

• Improved the calculation of GHG emissions, as referenced above; and

• Continued to measure and report against other climate-related environmental indicators that relate to resource use

including water consumption, waste generation and paper consumption. We use these indicators to monitor potential

changes in exposure to climate risks beyond carbon impacts.

More information on our environmental performance and measures taken to reduce the Group’s environmental footprint can

be found on pages 80 to 89.

The table below summarises the key metrics used to monitor and manage the significance of the potential impacts of

climate change, with reference to TCFD’s cross-industry climate-related metric categories.

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Annual Report and Accounts 2023

101

Strategic Report

Metric

category

Metric Risk and

opportunity description

Response and target options to

manage impacts

GHG emissions 33,171 tCO

e Scope

1, 2 and3 emissions

(market-based)

Bloomsbury may face higher

operational costs from the

procurement of raw materials and

distribution services, as well as

increases in direct operational costs

from its facilities. It may also suffer

reputational damages if it does not

reduce its emissions profile in line

with its SBTi-validated targets.

Scope 3 emissions comprise 99.7% of our total

emissions. As reported above, collaboration with

our suppliers on industry-wide climate initiatives will

be needed to achieve material reductions in these

emissions.

Identification and assessment of carbon reduction

measures across our value chain will reduce the

potential impact of carbon pricing mechanisms and

energy price changes.

Transition and

physical risks

Climate-adjusted

NPV impact over

the 28 year period

(2023/2024 –

2050/2051) of:

• less than

£1million

under the

high warming

scenario; and

• up to £26

million under

the ambitious

climate policy

scenario.

These figures

represent the

hypothetical

impact across

the quantified

risks, without the

mitigating actions

planned.

Bloomsbury may experience

additional operational costs and

taxes associated with low-carbon

transition. It may also face revenue

losses associated with disruption of

services from suppliers.

Bloomsbury can gain competitive

advantage and reduce these risks

by implementing our planned and

potential mitigations and adaptive

actions.

Assess the feasibility of efficiencies in production

and distribution, and integrate climate

considerations into decision processes, to reduce

exposure to supplier disruption and cost increases.

Measures to mitigate environmental impacts,

including engagement with suppliers, will contribute

to achieving Bloomsbury’s Scope 3 emissions target,

which will in turn reduce the Group’s exposure to

climate-related risks.

Remuneration 4% weighting to

reduction of Scope

1 and 2 targets in

annual bonuses

Bloomsbury is committed to

managing and reducing its

environmental impact. The inclusion

of GHG reduction targets in bonus

objectives further encourages

implementation and development

of mitigating actions and adaptive

measures across the Group.

Continue Board engagement on climate issues, to

support the investment of resources and capital

in climate mitigation and adaptation measures,

including aligning other strategic objectives with

climate action e.g. low-carbon products and content

directed at increasing awareness of climate change.

Capital

deployment

and internal

carbon price

Not disclosed Bloomsbury has not measured or

defined capital deployment in the

context of climate-related risks or

implemented an internal carbon

price metric.

Ongoing consideration of climate considerations

in the context of the Group’s exposure to climate-

related risks.

Future plans include reviewing the SBTi Net-Zero Standard, identifying and monitoring further climate-related metrics

to support our transition planning and climate-related risk management, and identifying and modelling potential carbon

reduction measures required to achieve our emission-reduction targets.

www.bloomsbury.com

102

Bloomsbury Publishing Plc

Task Force on Climate-Related Financial Disclosures (TCFD)

continued

Risk management

Risks facing the business are identified and assessed on a

regular basis.

Internal control

Assurance activities assess whether the controls are effective

and risks are mitigated to an acceptable level in practice.

Audit Committee

The Board

Executive Committee

Divisional and departmental management

The Group has policies and procedures in place to ensure

that risks are properly identified, evaluated and managed

at the appropriate level within the business. The Group

maintains a comprehensive risk register and assesses all

pertinent risks, including operational, financial, compliance

and strategic risks. The risk assessment is dynamic so

includes emerging and retiring risks as the risk landscape

changes. Each risk is monitored and where necessary

updated, using a rating system which seeks to assess the

likelihood and impact of the relevant risks crystallising.

Against this, an assessment is made of the controls that are

in place to mitigate the relevant risk.

Each Division and functional area maintains the risk register

in respect of the risks relevant to that Division or functional

area. The risk register is reviewed on a quarterly basis by

Bloomsbury’s Executive Committee and a report on the

internal controls and assurances that are in place in respect

of the risks identified is submitted to the Audit Committee

three times a year.

Further explanation of the Group’s risk management and

internal control framework is provided in the Corporate

Governance section on pages 140 to 141, and is

summarised below.

Bloomsbury’s risk management framework is designed to

provide the Board with oversight of the most significant

risks faced by the Group.

The rating of risks takes into account the likelihood of

the risks happening and the potential financial and non-

financial impacts they could have. Risks are rated twice:

• The first rating is based on the potential exposure if

nothing is done to manage or mitigate the risk, in order

to assess the significance of the risk to the Group’s

business and provide a baseline (“gross risk rating”).

• The second rating takes into account the measures and

controls in place to manage and mitigate the level and

impact of the risk, and indicates the current status of the

risk (“net risk rating”). This informs decisions about what

additional action may be required to further mitigate the

risk, according to the Company’s risk appetite.

The most material risks are those which have a higher

probability and which, if they were to occur, would have a

material impact on the Company’s financial results, strategy,

reputation or operations. These risks are classed as the

Group’s principal risks. The Board receives a comprehensive

report on the principal risks of the Group, and the measures

and controls in place to manage those risks, twice a year.

Outlined in the table starting on page 104 of this section

of the Annual Report, and shown on the risk heat map on

that page, are the principal risks that management have

identified to the Group. These risks are included in the

table on the basis of the gross risk rating described above;

the actions and controls applied to mitigate these risks are

described alongside each risk. The risk heat map illustrates

the net risk ratings of these risk areas after mitigation

andcontrols.

Not all the risks listed in the table are within management’s

control and other factors besides those listed could also

affect the Group. Actions being taken by management to

mitigate risk factors should be considered in conjunction

with the cautionary statement to Shareholders on page 124

of the Directors’ Report with regards to forward-looking

statements. Details on financial risk management are given

in Note 25.

The focus of Bloomsbury’s risk management process is on identifying,

evaluating and managing risk, with the goal of supporting the Group in

meeting its strategic and operational objectives.

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Annual Report and Accounts 2023

103

Strategic Report

Principal Risks and Risk Management

Principal risks

The table on pages 104 to 109 summarises those risks that management considers significant for the Group’s business being

risks which have a higher probability and which, if they were to occur, would have a material impact on our financial results,

strategy, reputation or operations, together with the action taken and controls implemented by management to mitigate

these risks. Other risks besides those listed could also affect the Group and are monitored throughout the year.

The relative net risk ratings of the principal risks (after mitigation and controls) are illustrated schematically in the

following chart:

Likelihood

Impact

Risk Key area Description Mitigation

Market

Change in risk:

Market volatility: impact of economic

instability

Economic instability and inflationary

pressures may lead to changes in consumer

demand for products, impacting revenues

and margins.

• Bloomsbury combines academic and general

publishing in different formats and distributes its

products through different channels. In addition, we

operate in multiple countries and sell our products

worldwide. This diversified portfolio and customer

base, together with our international presence, creates

a level of resilience in respect of market or country-

specific downturns.

• 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, as academic customers pivot to

digital resources.

• Increased marketing and sales activities focused on

retaining reader engagement.

• Renewed focus on promotion of reading for pleasure

including at key travel points.

KEY

Increase No change Reduced

KEY TO RISKS:

Market

Importance of digitalpublishing

Acquisitions

Title acquisition

Information and technologysystems

Financial valuations

Intellectual property

Reliance on key counterparties and supply chain resilience

Talent management

Legal and compliance

Reputation

Cost Inflation

www.bloomsbury.com

104

Bloomsbury Publishing Plc

Principal risks and risk management

continued

Risk Key area Description Mitigation

Market

Change in risk:

Increased dependence on internet retailing

Growth of online retailers may impact on the

discoverability of Bloomsbury titles and lead

to a reduction in sales channels available to

the Group.

• Grow expert marketing teams skilled in internet sales.

• Engage with multiple internet retailers and support

independent retailers.

• 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

Policy changes in the UK, Europe and US

are accelerating the requirement for publicly

funded scholarly content to be published on

an Open Access basis. From 1 January 2024,

UK Research and Innovation (UKRI) UKRI

will require monographs, book chapters

and edited collections that acknowledge

UKRI funding to be made Open Access

within 12 months of publication. If there is

not sufficient public funding in place, then

income from UK-originated monographs

that are submitted to the REF – the UK’s

system for assessing the quality of research

in UK higher education institutions – may

beimpacted.

In the US, federal agencies, including the

National Endowment for the Humanities

(NEH) and National Endowment for the

Arts (NEA) are consulting on introducing

Open Access requirements by 2026, while,

in Europe, the PALOMERA project aims to

align European research funders over the

next two years to accelerate Open Access

for books and chapters.

• Develop digital services that deliver mixed Open

Access and proprietary content in the form that

customers demand and will continue to pay for.

• Director of Research and Open Access manages

responses to developments in Open Access publishing

and related mandates to ensure the successful

transition to sustainable Open Access business

models. Business workflow and systems are in the

process of being adapted to ensure capacity to

operate at scale.

• Open Access publishing initiatives are underway

to ensure Bloomsbury is well placed to continue to

serve its UK academic authors, and in preparation 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 72 for further information.

Sales of used books

Sales of used books for academic purposes

erode backlist sales.

• Digital subscriptions and multiple ebook purchasing

models are offered direct to institutions and students.

Rental of textbooks

US readers may license books from retailers

for a limited period at a lower cost to buying

books, with no revenues or royalty paid to

the publisher.

• Develop digital resources and ebook platforms

to deliver, direct to institutions and students, the

content and flexible pricing models to suit readers’

requirements.

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Annual Report and Accounts 2023

105

Strategic Report

Risk Key area Description Mitigation

Importance

of digital

publishing

Change in risk:

BDR revenues and profit

Revenue and profit from BDR products

and services may not grow in line with our

stretching targets.

• Develop a portfolio of high-quality online content

services in markets we understand well.

• Use third-party content and content partnerships to

scale up projects more quickly and create economies

of scale.

• Continue to invest in internal resource and

infrastructure to support product pipeline.

Higher project and development costs may

be required or incurred than were budgeted

for, impacting profit.

• BDR performance is monitored against annual and

monthly budgets and reforecasts on a weekly basis.

• The business case for each BDR product requires

approval by the Group Finance Director and Managing

Director of the Non-Consumer Division. Costs and

profitability by project are tracked and reviewed

against budget on a monthly and quarterly basis by

senior management to identify any corrective action

required. Any budget overspend requires the approval

of the Group Finance Director and Managing Director

of the Non-Consumer Division.

Unforeseen circumstances may delay

development of new online content services.

• Standardise the digital delivery platform to simplify

and speed up the development and implementation of

new digital content services.

Reduced budgets for academic libraries and

institutions may impact on 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.

Acquisitions

Change in risk:

M&A activity

Acquisitions could deliver lower-than-

expected return on investment. Poor

acquisitions may result in potential

impairment charges.

• Potential acquisition targets are assessed by the

members of the Executive Committee, according to

strategic and cultural fit. Thorough pre-acquisition

due diligence is conducted by relevant functions,

including finance, legal, publishing and sales. Capital

allocation for acquisitions is determined at 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

(Consumer

publishing)

Change in risk:

Commercial viability

Titles may be acquired that are not

commercially, or critically, successful.

• Advances over a certain limit are required to be

authorised by the Chief Executive and Group

FinanceDirector.

• Financial forecasts are prepared prior to acquisition to

predict 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 markets.

• Editorial guidelines and policies in place to guide

acquisition decisions.

KEY

Increase No change Reduced

www.bloomsbury.com

106

Bloomsbury Publishing Plc

Principal risks and risk management

continued

Risk Key area Description Mitigation

Information

and technology

systems

Change in risk:

Cybersecurity/malware attack

Unauthorised access to the Company’s

systems may result in fraud, a data privacy

breach, theft of intellectual property, inability

to access, or damage to, vital systems

and assets, thus causing financial and

reputational damage to the Group.

• Clear responsibility for systems, restrictions on software

installation, increasing use of the cloud, information

back-up, monitoring security risks, internal control

reviews of the systems and up-to-date anti-virus

software are amongst the measures in place.

• Training provided to all staff on cybersecurity risk.

Inadequate internal access controls or

security measures

Inadequate controls over certain processes

could lead to sensitive data being,

inadvertently, revealed internally or

externally.

• Sensitive personal data is stored securely and

protected with password controls or encryption.

Useraccess controls are embedded in the Company’s

finance systems.

Financial

valuations

Change in risk:

Judgemental valuation of assets and

provisions

Significant assets and provisions in the

balance sheet depend on judgemental

assumptions, e.g. goodwill, advances,

intangible rights, inventory and returns

provisions.

• Consistent and evidence-based approach

toassumptions.

• Board approval of key assumptions.

Intellectual

property

Change in risk:

Erosion of copyright

Erosion of traditional copyrights.

• Continue policy of support for copyright and

intellectual property rights as a fundamental facet

ofpublishing.

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

Failure to adequately manage and protect

the Group’s intellectual property rights

(including trademarks and copyright) may

damage the value of our core assets and

impact on profits.

• Adopt robust anti-piracy procedures.

• Undertake targeted enforcement action against

third-party infringers.

• Ensure the appropriate digital rights management

protection of ebooks and digital formats.

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Strategic Report

Risk Key area Description Mitigation

Reliance on key

counterparties;

supply chain

resilience

Change in risk:

Failure of key counterparties or breakdown

in key counterparty relationships

The failure of key counterparties could result

in a significant disruption to the Group’s

business activities, resulting in lower levels

of trading and revenues.

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 availability of

raw materials (e.g. paper pulp) and ongoing

global supply chain disruption.

A breakdown in key commercial

relationships could impact on future

publishing opportunities.

• Relationships with key counterparties are closely

monitored and actively managed by senior managers.

This includes frequent and regular engagement

with key counterparties in order to ensure open

communication and cooperation, and to identify

potential issues that may impact on the Company’s

business at the earliest opportunity. Other mitigations

include having appropriate contracts and service level

agreements in place, and interrogating the business

continuity plans of key counterparties.

• Regular review of global supply chain resilience by

cross-function Supply Chain Working Group to ensure

proactive steps are implemented to mitigate supply

chain risks and prioritise supply of print titles.

• Ongoing diversification of supplier base.

• Increased local printing to mitigate shipping delays

and disruptions.

Talent

management

and retention

Change in risk:

Failure to attract and retain key talent

and create an inclusive and supportive

environment in which the Group’s

employees can thrive

Inability to recruit individuals with the

necessary skills and experience could

impact on Bloomsbury’s ability to innovate

and grow.

Loss of key talent could lead to loss of

skill and knowledge from the business,

result in decreased efficiency, impact

on staff motivation and undermine

externalrelationships.

• Ongoing employee engagement measures to improve

employee experience and organisational culture; more

information on these measures is set out on pages 64

to 73 of this Annual Report.

• Continued focus on employee development through

training and mentoring programmes for early and mid-

career employees.

• Provision of executive coaching for senior staff.

• Ongoing Employee Voice Programme, allowing

every employee to have 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.

• Formation of a Diversity, Equity and Inclusion Steering

Committee and related Diversity and Inclusion working

groups and staff networks.

• Development of a Diversity and Inclusion Action Plan

with clear and ambitious targets to increase diversity

within Bloomsbury’s workforce and author base.

• Appointment of a Diversity, Inclusion and Training

manager to oversee Bloomsbury’s DE&I work and staff

training programmes.

• Global staff turnover by Division and functional area is

reported to the Executive Committee and monitored

against agreed thresholds.

KEY

Increase No change Reduced

www.bloomsbury.com

108

Bloomsbury Publishing Plc

Principal risks and risk management

continued

Risk Key area Description Mitigation

Legal and

compliance

Change in risk:

Breach of key contracts by the Company

Breach of a key contract by the Company

could result in a claim for damages and/or

termination of the contract by the relevant

counterparty, resulting in financial loss to

the Group.

• 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 of

such contracts. Legal advice is sought from the

Group’s legal function where appropriate to ensure

performance by the Company in accordance with

contractual terms.

Failure to comply with applicable

regulations

Failure to comply with regulations relating

to the reporting of annual financial reports

may lead to a range of sanctions including

fines, imprisonment, reputational damage

and delisting.

• Annual Report and Accounts is reviewed, internally,

by the Head of Group Finance and the Group Finance

Director, and, externally, by the Group’s appointed

Auditor. Material balances are tested in accordance

with relevant standards. The Group Company Secretary

advises on content requirements under relevant

regulation/legislation.

Failure to comply with privacy regulations

may result in significant fines and

reputational damage.

• Mitigation in respect of the risk of a data breach

is noted above in 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.

Reputation

Change in risk:

Investor confidence

City confidence undermined by events

outside of the Company’s control,

e.g.collapse of a retailer.

• Diversify the Company’s portfolio of products and

services to reduce dependencies on individual

customers, sales channels and markets.

Cost Inflation

Change in risk:

Print Supply Costs; staff costs

Increased production and distribution costs

resulting from increases to energy prices and

raw materials could impact on margin and

achievement of the Group’s financial targets.

Increased staff costs as a result of inflation.

• Long-term contracts with key suppliers to manage and

mitigate cost increases; active price management of

Bloomsbury products to recover incremental costs;

diversification of supplier base.

• Staff costs are managed as part of the Group’s

budgeting process and annual salary reviews.

Stock code: BMY

Annual Report and Accounts 2023

109

Strategic Report

Principal risks and risk management

continued

Changes during the year

Market

Strong sales notwithstanding inflationary pressures and

the continued demand for books even after the lifting of

pandemic restrictions have resulted in a decreased risk

rating for this area.

Importance of digital

Completion of acquisitions to strengthen BDR in addition

to strong organic growth have contributed to a decreased

riskrating.

Intellectual property

The decision by the UK government to delay its decision

on whether to amend the existing intellectual property

exhaustion regime has resulted in a decreased risk rating for

this area.

Reliance on keycounterparties

The rating of this risk has been increased due to certain

ongoing supply chain challenges, including the availability

of raw materials and dependencies on third-party

ITsystems.

Risk watchlist

Climate risk andsustainability

Climate change, and the interventions of Governments

around the world, which are aimed at reducing greenhouse

gases, could present risks to our operations, supply chains

and business model in the future. Adverse impacts of

climate change could include physical (weather-related)

risks, as well as transitional risks such as increased

regulation, increases in fossil fuel prices, changing

consumer behaviour and increases to the cost of raw

materials. In addition, the failure of the Group to respond

to increasing stakeholder and societal expectations for

companies to respond to climate change with action to

reduce the environmental impact of their operations, may

result in reputational damage and the failure to attract

andretain talent.

The Group has set emission reduction targets for Scopes 1,

2 and 3, which have been validated by the SBTi. We have

engaged an external advisor to support us in developing

our roadmap for achieving these targets and assessing the

development of a transition plan. Further information on

our targets and sustainability measures can be found on

pages 80 to 87 of this Annual Report.

See pages 88 to 102 of this Annual Report for information

on how we assess and manage climate-related risks,

and for the Company’s disclosures in line with the

recommendations of the Task Force on Climate-Related

Financial Disclosures.

www.bloomsbury.com

110

Bloomsbury Publishing Plc

Principal risks and risk management

continued

Viability statement and going

concernassessment

Provision 31 of the 2018 UK Corporate Governance Code

requires the Board to assess the viability of the Group over

a period, significantly, longer than 12 months from the

date the financial statements are approved. The Board of

Directors confirm that it has carried out a robust assessment

of the principal and emerging risks facing the Group,

including those that would threaten its business model,

future performance, solvency or liquidity.

The Group prepares five-year plans for the Group and

each of the global publishing divisions. Projections for

the first three years of the plan are based on performance

of future, new publishing, online platforms and other

income pipelines, as well as sales of backlist titles. There is

inherently less certainty in the fourth and fifth years.

The Board, therefore, concludes that three years is an

appropriate period for the viability statement.

The Group’s principal risks (see pages 104 to 110 of this

Annual Report) and its approach to managing them have

been taken into account for the purposes of assessing

viability, both in connection with the period covered by the

viability statement and longer term. We have evaluated

all the principal risks above and focused our sensitivity

analysis on the areas the Board believes to be the key risks

to viability:

• Market volatility;

• Increased dependence on internet retailing; and

• Inflation.

We have developed plausible downside scenarios for

each of these risk areas and quantified the impact on

the Group’s revenue, profit and cashflows. All scenarios

modelled significant impact on print revenues and delayed

customer payments due to the ongoing impact of the

coronaviruspandemic.

The analysis took account of the Group’s current funding,

forecast requirements and existing banking facilities.

The severe, but plausible, downside scenario assumes:

• Print revenues are reduced by 20% during 2023/2024,

with recovery during 2024/2025;

• Digital revenues are reduced by 20% during 2023/2024,

with recovery during 2024/2025;

• Print costs are increased by 3% from 2023/2024 and staff

costs are increased by 3% from 2023/2024;

• Downside assumptions about extended debtor days

during 2023/2024, with recovery during 2024/2025; and

• Cash preservation measures implemented and variable

costs reduced.

Under this severe, but plausible, downside scenario, the

Group has sufficient liquidity to be able to manage these

downside assumptions.

Through this analysis, the Board concludes that the Group

does not face a risk to longer-term viability, except in the

event of remote combinations of material events.

The Board has a reasonable expectation that the Group

has adequate resources to continue in operation for at

least 12 months from the date of approval of the financial

statements, being the period of the detailed going

concern assessment reviewed by the Board, and, therefore,

continues to adopt the going concern basis of accounting

in preparing the annual financial statements.

The Board has a reasonable expectation that the Group will

be able to continue in operation and meet its liabilities as

they fall due over the period to 28 February 2026.

Stock code: BMY

Annual Report and Accounts 2023

111

Strategic Report

Chairman’s Introduction to Corporate Governance 113

Corporate Governance Framework 115

Members of the Board 116

Executive Committee 118

Directors’ Report 120

Corporate Governance Report 126

Nomination Committee Report 133

Audit Committee Report 137

Directors’ Remuneration Report 143

Governance

www.bloomsbury.com

112

Bloomsbury Publishing Plc

Compliance with the 2018 UK Corporate

Governance Code

This year, the Company is reporting against the UK Corporate Governance

Code published in July 2018 (the “Code”), which applies to accounting periods

beginning on, or after, 1 January 2019. The Code is published on the Financial

Reporting Council’s (“FRC”) website at www.frc.org.uk.

During the year, the Board has continued to strengthen the measures

implemented by the Company to ensure compliance with the 2018 Code.

This Corporate Governance Report and the Strategic Report set out how the

Company has applied the Code principles and adhered to Code provisions

throughout the year.

The Board believes that, for the financial year ended 28 February 2023, the

Company has complied with all applicable principles and provisions of the Code,

save in respect of the following provisions:

• Provision 38 states that the pension contribution rates for Executive Directors

should be aligned with those available for the workforce. In accordance

with the Remuneration Policy approved by Shareholders at the 2020 Annual

General Meeting, pension contributions in 2020/2021 were, initially, 15%

of basic salary for Nigel Newton and Penny Scott-Bayfield. However, the

Company and the Executive Directors noted that market practice in relation to

retirement benefits continued to evolve. In order to reduce the gap between

Executive pension benefits and all-employee pension benefits (currently up to

7% of salary), the Executive Directors voluntarily agreed to a reduction in their

long-standing contractual pension entitlements. With effect from 1 September

2020, the Executive Directors pension contributions were reduced to 12% of

salary. The retirement benefit was then further reduced to 9.5% of salary with

effect from 1 March 2022 and has now been reduced further to 7% of salary

from 1 March 2023 to be in line with the all-employee rate; and

• Provision 33 states that the Remuneration Committee should have delegated

responsibility for setting remuneration for senior management. In 2019, the

Committee considered its role in respect of determining the remuneration of

senior management with reference to the Code. After due consideration and

discussion at both the Committee and the Board level, it was decided that

the Executive Directors would remain responsible for remuneration for senior

management. The Committee believes that the Executive Directors are best

On behalf of the Board, I am pleased

to introduce Bloomsbury’s Corporate

Governance Report for the financial year

ending 28 February 2023. The aim of this

report is to explain Bloomsbury’s Corporate

Governance Framework and how it was applied

in the year under review.

Sir Richard Lambert

Non-Executive Chairman

Stock code: BMY

Annual Report and Accounts 2023

113

Governance

Chairman’s Introduction to

CorporateGovernance

placed to assess the appropriate

level of remuneration of senior

managers based on their performance

and contribution to the Company’s

success and on the Executive

Directors’ knowledge of market

rates of pay. The Board has revisited

this topic and considers that this

delegation to the Executive Directors

remains appropriate. However, the

Remuneration Committee continues

to retain its oversight function in

respect of the remuneration of senior

managers and remains responsible for

approving the granting and vesting of

share incentives.

Sustainability

The Board sees sustainability as a

vital part of Bloomsbury’s overall

strategy. Following the appointment

of the Head of Sustainability in 2020,

the Board has continued to have

oversight of the implementation of

sustainability initiatives and progress

against Bloomsbury’s carbon-

reduction targets. During the financial

year, several climate risks were

selected for financial quantification,

as agreed by the TCFD Steering

Committee. The inputs, assumptions

and outputs of the quantification

were discussed within the TCFD

Steering Committee and reviewed

by the Board. Bloomsbury continues

to make disclosures in line with the

recommendations under the Taskforce

on Climate-Related Financial

Disclosures (“TCFD”). The full TCFD

Report can be found on pages 88

to 102, of this Annual Report. This

describes the Group’s compliance

with TCFD recommendations, and

where the Group partially complies,

our plans to improve our reporting

towards full disclosure.

Stakeholder

engagement

The Board believes that the manner

in which it conducts its business is

important and it is committed to

maintaining the highest standards of

corporate governance, which underpin

Bloomsbury’s ability to deliver long-

term value and success for the benefit

of all of its stakeholders. The Board is

mindful of its duties to stakeholders

under Section 172 of the Companies

Act 2006. More detail on how the

Board has discharged its duties under

Section 172 to promote the success

of the Company, having regard to the

Company’s key stakeholders as part of

its decision making, can be found on

pages 50 to 51 of this Annual Report.

Purpose, values and

culture

The Board is closely involved in setting

the tone for Bloomsbury’s culture

and embedding it throughout the

Group. Our values are a key aspect

of Bloomsbury’s ethos and guide

the workforce as they pursue the

delivery of Bloomsbury’s strategy. The

Board believes that an engaged and

committed workforce is integral to the

achievement of Bloomsbury’s strategic

objectives, and organisational culture

is central to this. To this end, the

Board is informed on key matters and

actions arising out of Employee Voice

Meetings, which are held regularly

as part of the Company’s employee

engagement programme, as well

as the results of employee surveys

and employee retention rates. More

details on the output of employee

engagement can be found on pages

55 and 64 to 68 of this Annual Report.

Diversity and inclusion

The Board recognises the benefits

that diversity, equity and inclusion

can bring to the effectiveness of

Board decision making where

different skillsets and perspectives are

present. The Nomination Committee

supports the Board in overseeing

the Company’s Diversity, Equity

and Inclusion Policy, and further

information can be found on page 134

of this Annual Report.

Board evaluation

I led an internal process to evaluate

the effectiveness of the Board, its

Committees and each individual

Director. The outcome of the

evaluation confirmed that the Board

and its Committees continue to

operate effectively and that all of our

Directors continue to demonstrate

commitment to their role. Further

information relating to the Board

evaluation can be found on page 131

of this Annual Report.

Board changes

Steven Hall, a Non-Executive Director

since 2017, stood down from the

Board at the 2022 Annual General

Meeting. John Bason, who was

appointed to the Board as a Non-

Executive Director on 1 April 2022,

was elected to the Board at the same

meeting. John’s biographical details

can be found on page 117.

Sir Richard Lambert

Chairman of the Board

www.bloomsbury.com

114

Bloomsbury Publishing Plc

Chairman’s Introduction to CorporateGovernance

continued

Corporate Governance Framework

Board

The Board provides leadership and governance for the Company, while having regard to the interests of Shareholders

as well as other stakeholders. It determines, and oversees the execution of, the Group’s strategy, and is responsible

for the overall management, control and performance of the Group’s business. The Board is involved in determining

the Company’s purpose and values, and monitoring of organisational culture. The Board establishes appropriate risk

management and internal control procedures, and determines the risk appetite for the Company. Certain matters are

reserved for the Board’s approval, with others being delegated to Board Committees or to the Company’s Executive

Committee as appropriate. Full details are available on the Company’s website (www.bloomsbury-ir.co.uk).

Audit

Committee

• Monitors the integrity of

financial statements and

narrative reporting.

• Monitors and reviews the

effectiveness of the Internal

Audit function.

• Monitors internal financial and

operational controls.

• Oversees risk management

• Reviews the External Auditor’s

independence and leads the

audit tender process.

• Reviews the effectiveness of

the external audit process.

Nomination

Committee

• Reviews the structure, size and

composition of the Board.

• Considers Board experience

anddiversity.

• Considers the appointment of new

Directors and oversees succession

planning.

• Oversees policy and strategy

regarding workforce diversity

andinclusion.

• Oversees Director induction,

monitoring conflicts, time

commitments, training and

evaluation of Board members.

Remuneration

Committee

• Determines the

remuneration and benefits

of Executive Directors.

• Monitors the remuneration

of senior managers.

• Oversees workforce pay

practices and policies.

• Approves the targets

for performance-related

remuneration schemes and

share incentive plans.

Chief Executive

• Responsible for the day-to-day management of

the Group.

• Responsible for the execution of the approved

Group strategy. Financial matters are managed by

the Group Finance Director.

Executive Committee

• Led by the Chief Executive.

• Responsible for managing all operational aspects

of the Group, the implementation of the Company’s

strategic initiatives in all areas, and for identifying

and managing Group risks.

• Membership comprises the Executive Directors, the

Group General Counsel and Company Secretary, the

heads of the Group’s two operational Divisions and

the heads of Group functions.

Stock code: BMY

Annual Report and Accounts 2023

115

Governance

Corporate Governance Framework

Sir Richard Lambert joined

the Bloomsbury Board as an

Independent Non-Executive

Director in July 2017. He was

appointed as Chairman of the

Board, Chair of the Nomination

Committee and a member of

the Remuneration Committee

on joining. Sir Richard is a

member of the Board of the

Institute for Government, a

Trustee of the Kimmeridge

Trust and Chair of the Bradford

Literature Festival. Sir Richard

joined the Financial Times

after reading History at Balliol

College, Oxford. He was editor

of the Lex column, became

New York bureau chief, and

thereafter deputy editor. He

was editor of the Financial

Times from 1991 to 2001. He

served as a member of the

Bank of England Monetary

Policy Committee from 2003

to 2006, Director General of

the CBI from 2006 to 2011,

Chancellor of the University

of Warwick from 2008 to 2016

and as the senior independent

member of the Foreign and

Commonwealth Office’s

Supervisory Board from 2012 to

2017. He retired as Chairman of

the British Museum in 2021.

Nigel Newton is the founder

of Bloomsbury Publishing. He

was born and raised in San

Francisco. He read English at

Selwyn College, Cambridge

and after working at Macmillan

Publishers, he joined Sidgwick

& Jackson. He left Sidgwick

in 1986 to start Bloomsbury

Publishing. Bloomsbury

floated on the London Stock

Exchange in 1994 and has

grown organically and through

acquisitions. Nigel Newton

was appointed Commander

of the Order of the British

Empire (CBE) in the 2021 New

Year Honours for services

to the publishing industry.

He became President of the

Publishers Association in April

2022, a 12-month appointment,

and he is now Past President.

He serves as a Member of

the Advisory Committee of

Cambridge University Library

and President of Book Aid

International. In 2020, he was

awarded The LBF Lifetime

Achievement Award 2020 and

became an Honorary Fellow of

Selwyn College, Cambridge.

He has previously served as a

member of the Booker Prize

Advisory Committee, Chairman

of the Charleston Trust, Chair

of World Book Day, Board

member of the US-UK Fulbright

Commission, member of the

Publishers Association Council,

Trustee of the International

Institute for Strategic Studies

and Chairman of the British

Library Trust.

Penny Scott-Bayfield was

appointed to the Bloomsbury

Board in July 2018, when she

joined Bloomsbury as Group

Finance Director. Prior to this,

she was Finance Director of

Condé Nast Britain, and held

senior finance roles at Sky Plc

and lastminute.com Plc. She

started her career and qualified

as a Chartered Accountant

(FCA) with Deloitte. Penny

has a first-class degree in

maths from University College,

Durham, and has been a judge

on the Women of the Future

programme since 2011. She

is also the Chair of the charity

Ocean Youth Trust South.

Leslie-Ann Reed joined the

Bloomsbury Board in July 2019.

She is a Chartered Accountant

with a wealth of Non-Executive

and Audit Committee Chair

experience. She is currently an

Independent Non-Executive

Director and Chair of the

Audit Committee of Learning

Technologies Group plc, and

Centaur Media plc. She was

formerly a Non-Executive

Director and Chair of the Audit

Committee of the London-

listed publisher Quarto Group

Inc and Vice Chair of the

Supervisory Board and Chair

of the Audit Committee of the

German-listed company ZEAL

Networks SE. She was Chief

Financial Officer of the B2B

media group Metal Bulletin

plc and the online auctioneer

Go Industry plc. She has also

held senior finance roles in

various media and professional

services companies, namely

Universal Pictures, Polygram

Music, EMI Music and Warner

Communications Inc.

Sir Richard Lambert

Non-Executive

Chairman

Appointed: 18 July 2017

Nigel Newton CBE

Founder and

Chief Executive

Appointed: 11 May 1986

Penny Scott-Bayfield

Group Finance

Director

Appointed: 16 July 2018

Leslie-Ann Reed

Senior Independent

Director

Appointed: 17 July 2019

www.bloomsbury.com

116

Bloomsbury Publishing Plc

Members of the Board

KEY

Audit Committee

Nomination Committee

Remuneration Committee

Chair of Committee

Executive Director

Non-Executive Director

Baroness Lola Young of

Hornsey is a former actor,

professor of Cultural Studies,

and Head of Culture at the

Greater London Authority.

She has written and broadcast

extensively on a wide range

of cultural issues, mainly

on the subject of diversity

and culture in the arts and

creative industries sector. She

has served on the Boards

of several national cultural

organisations, including the

National Theatre and the

Southbank Centre, as well as

serving as a Commissioner for

Historic England. Baroness

Young has chaired the Caine

Prize for African Writing, the

Orange Prize for Women’s

Fiction, the Ondaatje Prize for

writing and the Man Booker

Prize. Recognised for her work

on equality and diversity in

the heritage sector with the

award of an OBE in 2001,

Baroness Young was appointed

an independent Crossbench

member of the House of Lords

in 2004. She is widely known

for her contribution to creating

legislation to eliminate modern

slavery, founding the All Party

Parliamentary Groups on Ethics

and Sustainability in Fashion,

and Sport, Modern Slavery

and Human Rights. An elected

Honorary Fellow of the Royal

Society for Literature, Baroness

Young is Co-Chair of the

Foundation for Future London,

Chancellor of the University

of Nottingham and a Non-

Executive Director for Futerra.

John Bason joined the

Bloomsbury Board on 1 April

2022 and became Chair of the

Remuneration Committee on

20 July 2022. He is a Chartered

Accountant and brings a

wealth of experience from

his 40-year career in finance

and international business.

He was Finance Director at

Associated British Foods plc

from May 1999 until 28 April

2023. He was also formerly

Non-Executive Director and

Senior Independent Director

at Compass Group Plc and a

Trustee of Voluntary Service

Overseas. He is a Non-

executive Director at SSE

Plc, Chairman of the Primark

Strategic Advisory Board and

Chairman of the UK’s leading

food redistribution charity

FareShare.

Maya Abu-Deeb is a qualified

solicitor and joined Bloomsbury

in 2008 as General Counsel.

Maya is responsible for all

legal advice to the Company,

and manages the legal and

contracts teams at Bloomsbury.

She is also Company Secretary

and Group Data Protection

Officer, assuming these

roles in 2019. Prior to joining

Bloomsbury, Maya was in

private practice for ten years,

specialising in commercial,

media and intellectual property

law, and advising in respect of

both contentious and non-

contentious matters.

Maya read Oriental Studies

at St John’s College, Oxford,

before completing the

Common Professional Exam

and Legal Practice Course at

the College of Law in London.

Baroness Lola Young

of Hornsey

Independent

Non-Executive Director

Appointed: 1 January 2021

John Bason

Independent

Non-Executive Director

Appointed: 1 April 2022

Maya Abu-Deeb

Group General Counsel and

Company Secretary

Stock code: BMY

Annual Report and Accounts 2023

117

Governance

Ian Hudson joined Bloomsbury

in January 2021 as Managing

Director of the Consumer

Division, which includes the

Adult and Children’s Trade

sub-divisions. Ian is a hugely

experienced publishing leader

and his focus is on developing

and executing new strategies

to profitably grow the

ConsumerDivision.

Prior to joining Bloomsbury,

Ian’s most recent role was

as Global CEO of Dorling

Kindersley Publishing, a division

of Penguin Random House.

Ian began his career at

magazine publisher Marshall

Cavendish, subsequently

joining Random House in 1992

where he went on to hold the

role of Group Commercial

Director before becoming

Managing Director of Random

House Children’s Books. With

the merger of Random House

and Transworld in 1998, Ian

became Group Managing

Director and Chairman of

TBS Distribution and joined

the Random House Global

Board. He was a member of

the Bertelsmann team, which

negotiated the Penguin

Random House merger in

2012/2013. Post-merger, he

sat on the Global Executive

Committee of Penguin Random

House and was appointed to

the roles of CEO of Penguin

Random House International

and Deputy CEO of Penguin

Random House UK. Once the

global integration of the two

companies was completed,

Ian was appointed Global CEO

of Dorling Kindersley.

Ian was a member of the

Supervisory Board of global

media group Bertelsmann

for 12 years, is a former

President of the UK Publishers

Association and is a Non-

Executive Director of Which?

Ian Hudson

Managing Director,

Consumer Division

Jenny Ridout is Managing

Director of Bloomsbury

Non-Consumer publishing,

which includes the Academic,

Professional, and Special

Interest sub-divisions and

Bloomsbury Digital Resources.

Jenny joined Bloomsbury in

2004. Prior to her current role,

Jenny had global responsibility

as Global Head of Bloomsbury’s

academic publishing, where

she oversaw the integration of

several acquisitions. She has

many years of experience in

digital resource publishing,

being responsible for the

creation and rapid growth

of Drama Online as Project

Director, for which she won the

Futurebook Digital Achiever

industry award. Jenny was

previously the Editorial Director

for the Methuen Drama and

Arden Shakespeare lists.

She started her career in

publishing at Elsevier, where

she was the global Publishing

Director for the specialist trade

and professional media imprint,

Focal Press.

Jenny is a member of the

Higher Education and

Academic Councils of the

Publishers Association and is on

the Industry Advisory Board for

the publishing course at Oxford

Brookes University.

Jenny Ridout

Managing Director,

Non-Consumer Division

Kathleen joined Bloomsbury in

December 1998 as International

Sales Manager. She has held

a number of senior sales and

marketing roles, including

Managing Director of

Bloomsbury Australia based

inSydney.

In January 2013, she returned to

the UK to take up the position

of Group Sales and Marketing

Director, responsible for global

sales and marketing for the four

Bloomsbury Divisions, across

print and digital.

Kathleen began her publishing

career working in leading

independent bookstores

in Sydney, Australia before

moving to Allen & Unwin as

Sales & Promotions Manager.

Kathleen Farrar

Managing Director, Group

Sales and Marketing

Nigel Newton CBE

Founder and

Chief Executive

Nigel’s biographical details

are set out on page 116 of this

Annual Report.

Penny Scott-Bayfield

Group Finance

Director

Penny’s biographical details

are set out in page 116 of this

Annual Report.

www.bloomsbury.com

118

Bloomsbury Publishing Plc

Executive Committee

Adrienne Vaughan

President, Bloomsbury

Publishing USA

Karl Burnett will join

Bloomsbury on 1 June 2023 as

Group Director of People and

Engagement.

Karl joins from A+E Networks

EMEA, where he was Senior

Vice President of Human

Resources EMEA. During

the past eight years, he has

overseen huge cultural change

for the Company’s 300+ staff,

articulating A+E Networks

EMEA future direction and

purpose. Through extensive

consultation with employees,

Burnett and his team forged the

network’s vision and mission.

The Company won the media

journal Broadcast’s award for

Best Places to Work in TV in

2018 and was shortlisted in the

Most Inclusive Company of

the Year category in the IABM

awards, hosted by the industry

body in 2021. Most recently, in

2022, the Company achieved

the prestigious accolade

of Great Place to Work

certification.

Before joining by A+E

Networks EMEA in 2015, Karl

was HR Director of BBC News

and Radio, heading a team of

60 professionals responsible

for 8,000 journalists around the

world. Prior to that, Karl held

senior HR roles at Nickelodeon

and Channel 4 Television.

Karl Burnett

Group Director of People

and Engagement

Louise Cameron is Group

Production Director. She joined

Bloomsbury in 2011 upon

the acquisition of Continuum

International Publishing Group,

where she was the Production

Director. Louise has also held

roles as Publishing Services

Director at Kogan Page,

Editorial Manager at Children’s

Encyclopaedia Britannica,

Managing Editor at Cassell,

and Publishing Manager at

The Crowood Press, where she

began her career as a desk

editor in 1988.

Louise spent eight years (1990

to 1998) in the USA where

she held a teaching post in

the Department of English,

Philosophy and Languages at

Arkansas State University while

serving as a freelance editor

for various university presses

including Chicago, New Mexico

and Florida.

Louise Cameron

Group Production Director

Maya’s biographical details

are set out on page 117 of this

Annual Report.

Maya Abu-Deeb

Group General Counsel

and Company Secretary

Adrienne Vaughan is President

of Bloomsbury Publishing USA

and joined Bloomsbury in 2020.

Adrienne’s background spans

both Children’s and Academic

publishing and includes large

international companies as well

as start-ups.

Adrienne joined Bloomsbury

from Trustbridge Global Media,

where she served as Senior

Vice President responsible

for leading the design

and integration of people,

processes and systems across a

growing portfolio of publishers,

including Holiday House,

Peachtree Publishing, and

Candlewick/Walker.

She began her publishing

career at Scholastic. After

obtaining her MBA from NYU

Stern School of Business

in 2007, she joined Disney

Publishing Worldwide and

grew to lead their finance

department. Adrienne went

on to drive step-function

growth at start-up Little Pim,

followed by leading the US

Finance department at Oxford

University Press. In 2015, she

was recruited back to Disney

as Deputy Publisher, Disney

Book Group, where she led

the Disney Press and Marvel

Press imprints and oversaw

the profitability goals of the

overallgroup.

Stock code: BMY

Annual Report and Accounts 2023

119

Governance

Bloomsbury Publishing Plc is a company incorporated

in England and Wales, company number 01984336, with

its principal place of business and registered office at 50

Bedford Square, London WC1B 3DP. Bloomsbury Publishing

Plc is a premium listed company on the Main Market of the

London Stock Exchange subject to the Listing Rules (“LR”)

and Disclosure Guidance and Transparency Rules (“DTR”) of

the Financial Conduct Authority.

This Directors’ Report forms part of the Company’s

Strategic Report, as required under the Companies Act

2006 (Strategic and Directors’ Report) Regulations 2013.

TheStrategic Report also serves as the Management Report

for the purposes of DTR 4.1.8R, and includes the reporting

requirements of the EU Non-Financial Reporting Directive,

as incorporated into the Companies Act (see pages 32 to 33

and 50 to 87 of this Annual Report).

Information that is relevant to this Report and information

required under the Companies Act 2006 and LR 9.8.4R

is incorporated by reference and can be found in the

following sections:

Information

Section in the

Annual Report Page

Future developments

of the Company

Strategic Report 22 to 25

Principal risks and risk

management

Strategic Report 103 to 111

Use of financial

instruments, financial risk

management objectives

and policies

Financial Statements 217 to 221

Environmental matters

and TCFD reporting

Strategic Report 80 to 102

Greenhouse gas emissions Strategic Report 84 to 87

Viability statement Strategic Report 111

Governance

arrangements

Corporate

Governance Report

112 to 168

Directors Corporate

Governance Report

116 to 117

Employment policies and

employee engagement

Strategic Report 64 to 68

Diversity, Equity and

Inclusion

Strategic Report 69 to 73

Stakeholder engagement Strategic Report 52 to 58

S172 statement Corporate

Governance Report

50 to 51

Overseas activities

The Group has overseas subsidiaries that are based and

operate in North America, Australia, Ireland and India and

a joint venture company that operates in China. These

subsidiaries allow locally employed teams to deliver

services locally to authors and customers. Employees

from all Bloomsbury offices can be involved in business

development and travel to various countries worldwide.

Overseas branches

A group subsidiary has an overseas branch in the

Republicof Ireland.

Results

Pages 44 to 49 of this Annual Report sets out the Group’s

profit before tax and highlighted items and revenue,

alongwith other key performance indicators. Profit after

tax for the Group’s operations for the year was £20.2 million

(2022: £16.9 million).

Material post-balance sheet events

There are no material post-balance sheet events.

Dividend

The Directors recommend a final dividend of 10.34 pence

per share. The dividend will be payable on 25 August

2023 to Shareholders on the register on the record date of

28July 2023.

The dividends paid and proposed by the Company for the

years ended 28 February 2023 and 28 February 2022 are

asfollows:

Dividend

per share

Total

dividend

Record

date

Paid/payable

date

2023 Final

(proposed) 10.34p £8.4m 28 Jul 2023 25 Aug 2023

2023 Interim 1.41p £1.1m 4 Nov 2022 2 Dec 2022

Total 11.75p £9.5m

2022 Final 9.40p £7.7m 29 Jul 2022 26 Aug 2022

2022 Interim 1.34p £1.1m 5 Nov 2021 3 Dec 2021

Total 10.74p £8.8m

The Directors present their report and the audited financial

statements forBloomsbury Publishing Plc and its subsidiary

companies (the “Group”) for the year ended 28 February 2023.

www.bloomsbury.com

120

Bloomsbury Publishing Plc

Directors’ Report

Directors

The names of the Directors as at the date of this Report,

together with biographical details, are on pages 116 to 117

of this Annual Report. The Directors serving on the Board of

the Company during the year were as follows:

Date appointed

in the year

(if applicable)

Date resigned

inthe year

(if applicable)

Non-Executive Chairman

Sir Richard Lambert – –

Independent Non-Executive

Directors

John Bason 1 April 2022

Steven Hall – 20 July 2022

Leslie-Ann Reed – –

Baroness Lola Young of Hornsey – –

Executive Directors

Nigel Newton – –

Penny Scott-Bayfield – –

Details of Directors’ service contracts and Directors’

interests in shares, awards and options are shown in the

Directors’ Remuneration Report. Other than as disclosed

in that Report, none of the Directors held any interest,

either during, or at the end of, the financial year in any

material contract or arrangement with the Company or any

subsidiary undertaking. The terms under which Directors’

contracts may terminate are described in the Directors’

Remuneration Report on pages 154 to 155. This includes

details of any arrangement by which the Company would

pay compensation to its Directors for loss of office, for loss

of employment or would make payments in respect of a

change of control of the Company.

Appointment and replacement

ofDirectors

The Company is governed by its Articles of Association

(“Articles”), the Companies Act 2006 and related legislation

with regard to the appointment and replacement of

Directors. Company policy is to appoint Directors to

the Board on the recommendation of the Nomination

Committee. This may be as part of the progressive

refreshing of the Board, to reappoint a Director retiring

by rotation, to fill a vacancy arising as a result of a retiring

Director or as part of measures taken to enhance the skills,

experience, capability and balance of the Board.

In 2016, the Board agreed that all Directors would stand

for annual re-election and this is now required under the

2018 revision of the UK Corporate Governance Code.

Accordingly, the Chairman, on behalf of the Board, confirms

that each Director proposed for re-election at the 2023

Annual General Meeting (“AGM”) continues to contribute

effectively and demonstrate commitment to the role

(including commitment of time for Board and Committee

meetings and any other duties). In addition, the Board

believes that each such Director is important to the long-

term success of the Company.

The Company may remove a Director from office by passing

an ordinary resolution.

Powers of Directors

The powers of Directors are described in the Articles,

the Companies Act 2006 and in the schedule of matters

reserved for the Board, a copy of which is available on the

Company’s website at www.bloomsbury-ir.co.uk.

Directors’ indemnities and insurance

In accordance with the Articles, the Company may

indemnify the Directors to the extent permitted by law in

respect of liabilities incurred as a result of their office. The

Articles permit the Company to purchase insurance for its

Directors and it has maintained insurance throughout the

year for its Directors and Officer (the Company Secretary)

against the consequences of any actions brought against

them in relation to their duties.

Directors’ conflicts of interest

Procedures are in place to ensure compliance with

the Directors’ conflict of interest duties set out in the

Companies Act 2006. These procedures have been

complied with during the year and the Board considers

that these procedures operate effectively. Details of any

new potential or actual conflicts must be submitted to

the Board for consideration at the start of each meeting.

These may be approved or the Director may be asked,

where appropriate, to withdraw from any consideration of a

matter where a potential or actual conflict exists. Authorised

conflicts or potential conflict matters are reviewed by the

Board on a regular basis.

Charitable and political donations

No political donations were made by the Group during

the current or previous year. Information about charitable

donations made by the Company during the year is set out

on pages 74 to 79 of this Annual Report.

Stock code: BMY

Annual Report and Accounts 2023

121

Governance

Articles of Association

The Company’s Articles may only be amended by special

resolution of the Shareholders. The Articles are available on

the Company’s website at www.bloomsbury-ir.co.uk.

Share capital and rights attaching to

the Company’s shares

The share capital of the Company comprises a single class

of Ordinary 1.25 pence shares (“Ordinary shares”). During

the year, the Company did not cancel any shares.

Details of the issued share capital can be found in Note 22.

Share movements during the year are, therefore, as follows:

Fully paid Ordinary

shares in issue

As at 1 March 2022 81,608,672

Movement during the year –

As at 28 February 2023 81,608,672

No Ordinary shares carry special rights with regard to

control of the Company. At a general meeting of the

Company, every member has one vote on a show of hands

and, on a poll, one vote for each share held. The Notice of

General Meeting specifies deadlines for exercising voting

rights either by proxy or by being present in person in

relation to resolutions to be passed at a general meeting.

Under the Articles, any share in the Company may be

issued with such rights or restrictions, whether in regard

to dividend, voting, return of capital or otherwise as the

Company may, from time to time, by ordinary resolution

determine (or, in the absence of any such determination,

asthe Directors may determine).

No Shareholder is, unless the Board decides otherwise,

entitled to attend or vote, either personally or by proxy at

a general meeting or to exercise any other rights conferred

by being a Shareholder if they, or any person with an

interest in shares, have been sent a notice under Section

793 of the Companies Act 2006 (which confers upon public

companies the power to require information with respect to

interests in their voting shares) and they, or any interested

person, failed to supply the Company with the information

requested within 14 days after delivery of that notice. The

Board may also decide to apply to the court for an order

under Section 794 of the Companies Act 2006 so that no

dividend is payable in respect of those default shares and

that no transfer of any default shares shall be registered.

These restrictions end seven days after receipt by the

Company of a notice of an approved transfer of the shares

or all the information required by the relevant Section 793

notice, whichever is earlier.

The Directors may refuse to register any transfer that is

not a fully paid share, although such discretion may not be

exercised in a way which the FCA regards as preventing

dealing in the shares of that class from taking place on

an open and proper basis. The Directors may likewise

refuse any transfer of a share in favour of more than four

personsjointly.

The Company is not aware of any other restrictions in the

transfer of Ordinary shares in the Company other than

certain restrictions that may, from time to time, be imposed

by laws and regulations.

The Company is not aware of any agreements between

Shareholders that may result in restrictions on the transfer of

the securities or voting rights.

Share dilution

In respect of dilution limits, the Company adheres to

the updated “Investment Association Principles of

Remuneration” issued in November 2022. In particular:

• The rules of the Company’s existing (2014) Performance

Share Plan (“PSP”) scheme, along with the Bloomsbury

Publishing Plc Executive Share Plan to be proposed to

shareholders at the Company’s Executive Share Plan (the

“2023 ESP”) ensure that:

– Commitments to issue new shares or reissue treasury

shares under Executive (discretionary) schemes do

not exceed 5% of the issued Ordinary share capital

of the Company (adjusted for share issuance and

cancellation) in any rolling ten-year period; and

– Commitments to issue new shares or reissue treasury

shares, when aggregated with awards under all of

the Company’s other schemes, including those of the

Bloomsbury Publishing Plc 2023 Sharesave Plan to

be proposed to shareholders at the Company’s 2023

AGM (the “2023 Sharesave”), do not exceed 10% of

the issued Ordinary share capital (adjusted for share

issuance and cancellation) in any rolling ten-year

period.

• The Remuneration Committee ensures that appropriate

policies regarding flow-rates exist in order to spread the

potential issue of new shares over the life of relevant

schemes so that the limit is not breached.

www.bloomsbury.com

122

Bloomsbury Publishing Plc

Directors’ Report

continued

At the 2023 AGM, resolutions will be put to shareholders

to approve the 2023 ESP and the 2023 Sharesave, which

will adhere to the same limits on the issue of new shares or

reissue of treasury shares. If approved, the 2023 ESP scheme

will then be available to the Remuneration Committee for

the issue of options in the year to February 2024 and the

2023 Sharesave to employees generally. The Bloomsbury

Employee Benefit Trust may purchase shares in the market

to be used for satisfying vested LTIP awards and other

employee share options. Further details are given below.

Authorities to purchase shares, to

allot shares and pre-emption rights

The Notice of the 2023 Annual General Meeting and

explanatory foreword sets out:

• An ordinary resolution renewing the authority for the

Directors to allot shares under Section 551 of the

Companies Act 2006;

• Special resolutions renewing the authority given to the

Directors to disapply statutory pre-emption rights under

Section 571 of that Act to allow shares to be issued for

cash or treasury shares to be sold for cash on a non-

pre-emptive basis; and

• A special resolution renewing the authority given to the

Directors to purchase the Company’s own shares on the

stock market.

Employee Benefit Trust

The Bloomsbury Employee Benefit Trust (“EBT”) may

purchase shares in the market to be used for satisfying

PSP and ESP awards and other employee share options

that vest. During the year, the EBT held Ordinary shares of

1.25pence in the Company as follows:

Fully paid Ordinary

shares held by EBT

As at 1 March 2022 710,293

Shares purchased 384,518

Shares released to satisfy share awards (694,185)

As at 28 February 2023 400,626

Up to the signing of this Report, the EBT held 391,014

Ordinary shares of 1.25 pence in the Company, being 0.48%

of the issued Ordinary share capital. The Trustee may vote

on shares held by the EBT at its discretion, but waives its

right to a dividend.

Share purchases of own shares

During the year, the Company made no purchases of its

own shares and the authority granted by Shareholders at

the 2022 AGM for the Company to purchase its own shares

was, at the end of the reporting period, still valid. This

authority allows the Company to make market purchases of

up to 10% of the issued Ordinary share capital as at 30 May

2023 (excluding treasury shares).

Substantial shareholdings

As at 28 February 2023, the Company had been notified

under DTR 5 of the following interests of 3% or more in the

issued share capital of the Company.

Institution

Ordinary shares

number million

% issued

Allianz SE 4.10 5.02%

BlackRock Inc 7.97 9.67%

Canaccord Genuity Group Inc 9.77 11.97%

Montanaro Asset Management

Limited

3.25 4.31%

Premier Miton Group Plc 3.97 4.87%

1. Based on 81,608,672 issued shares.

2. Notified against previous number of 75,328,570 shares in issue

All notifications made to the Company under DTR 5 are

published on the Regulatory Information Service and on the

Company’s website (www.bloomsbury-ir.co.uk).

Between 28 February 2023 and 19 May 2023 (being the

latest practicable date before the publication of this

Report), the Company received further notifications under

DTR 5, with the most recent position being as follows:

• JP Morgan Asset Management (UK) Limited disclosed

aholding of 5.08%; and

• Canaccord Genuity Group Inc amended their holding

to10.88%.

Change of control

The Group has established close relationships over a long

period within the publishing markets in which it operates.

It relies heavily on its goodwill and reputation and, in

particular, on its reputation as an autonomous independent

publisher with authors, customers and key employees that

could be affected by a change of control.

There are no significant agreements to which the Company

is a party that alter or terminate upon a change of control

following a takeover bid, except in respect of the Group’s

revolving credit facility described at Note 25c.

Stock code: BMY

Annual Report and Accounts 2023

123

Governance

The Company’s share incentive schemes (see Note 23 for

further details of the share incentive schemes) contain

provisions relating to a change of control of the Company

following a takeover bid. Under these provisions, a change

of control of the Company would normally be a vesting

event, facilitating the exercise of awards, typically subject to

the discretion of the Remuneration Committee.

Contracts and arrangements essential

to the business

The Group has a diverse base of authors, customers

and general suppliers so that its dependency on any

one individual author, customer or supplier is reduced.

Primarily, in respect of printed books, the Group develops

longer-term relationships with a reduced number of

business partners, printers and distributors to maximise

process efficiencies and economies of scale. Failure of

a main supplier could temporarily disrupt the supply of

books to market or result in increased cost of working while

alternative arrangements are made.

The Group depends on its reputation, which strongly

influences authors and customers in their selection of

publisher.

Cautionary statement

The Directors’ Report, together with all sections

incorporated into it by reference, has been prepared only

for the Shareholders of the Company. Its sole purpose and

use is to assist Shareholders to exercise their governance

rights. In particular, the Directors’ Report has not been

audited or otherwise independently verified. The Company,

its Directors and employees are not responsible for any

other purpose or use or to any other person in relation to

the Directors’ Report.

The Directors’ Report contains indications of likely future

developments and other forward-looking statements that

are subject to risk factors associated with, among other

things, the economic and business circumstances occurring

from time to time in the sectors, countries and business

divisions in which the Group operates.

These factors include, but are not limited to, those

discussed in the Risk Factors and Risk Management section.

These, and other, factors could adversely affect the Group’s

results, strategy and prospects. Forward-looking statements

involve risks, uncertainties and assumptions. They relate to

events and/or depend on circumstances in the future that

could cause actual results and outcomes to differ materially

from those currently anticipated. No obligation is assumed

to update any forward-looking statements, whether as a

result of new information, future events or otherwise.

Auditor

a) Appointment of the Auditor

A resolution to reappoint Crowe U.K. LLP as Auditor will be

proposed at the forthcoming AGM.

b) Statement as to disclosure of

information to the Auditor

The Directors who were in office on the date of approval

of these financial statements have confirmed that, as far

as they are aware, there is no relevant audit information

of which the Auditor is unaware. The Directors have each

confirmed that they have taken all the steps that they ought

to have taken as Directors in order to make themselves

aware of any relevant audit information and to establish that

it has been communicated to the Auditor.

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

www.bloomsbury.com

124

Bloomsbury Publishing Plc

Directors’ Report

continued

• 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 Parent Company’s transactions and disclose

with reasonable accuracy, at any time, the financial

position of the Parent 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 comply 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 4.1.14R, 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 1 to 241 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 116 and 117 of this Annual Report, confirm

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 30 May 2023.

On behalf of the Board

Nigel Newton Penny Scott-Bayfield

Chief Executive Group Finance Director

Stock code: BMY

Annual Report and Accounts 2023

125

Governance

Governance structure

andBoardeffectiveness

Role of the Board

The Board is responsible for the overall leadership of the

Group. The Board determines, and oversees the execution

of, the Group’s strategy, and is responsible for the overall

management, control and performance of the Group’s

business. The Board reviews and monitors internal controls,

risk management, principal risks, governance and viability

of the Company, and is closely involved in developing and

monitoring the Group’s values and culture. The Board is

ultimately responsible to the Shareholders for the direction,

management, performance and long-term sustainable

success of the Company.

Board oversight of culture and values

The Company’s core values, as set out on page 11 of

this Annual Report, are central to its purpose: to inform,

educate, entertain and inspire readers of all ages all over

the world. These values fundamentally inform the strategy

adopted by the Company in pursuing that purpose, and

the behaviours and activities of the Company’s workforce

in achieving the Company’s strategic objectives. The Board

is closely involved in shaping the Company’s values and

monitors the culture of the Company with the assistance of

its Committees.

The Board receives regular updates from the Company’s

Director of Human Resources on key themes and issues

arising out of the Company’s programme of Employee

Voice Meetings and is provided with detailed commentary

from employees at these meetings. The Non-Executive

Directors have a standing invitation to attend these

meetings, which are intended to reflect the views of

employees in the UK and abroad. Further information on

the Company’s Employee Voice Programme is set out on

pages 64 to 65 of this Annual Report.

Other ways in which the Board monitors culture include

reviewing the results of employee surveys, monitoring staff

turnover levels and the outcome of any whistleblowing reports.

The Board has not identified any significant issues pursuant

to its monitoring activities that require corrective action.

The Board recognises the importance of these matters and

we continue to focus on developing relevant policies.

Engagement with stakeholders

The Board recognises its duties towards the Company’s

stakeholders as set out in Section 172 of the Companies

Act 2006. Details of the Company’s engagement with key

stakeholders, including how their interests and the matters

set out in Section 172 have been considered in Board

discussions and decision-making, are set out on pages 52 to

58 of this Annual Report. The Board allocates time at Board

meetings to discuss the various stakeholder groups in depth

and is responsible for ensuring a satisfactory dialogue

with Shareholders based on the mutual understanding of

objectives.

At times, members of senior management or key people

within the business are invited to Board meetings to

provide the Board with further insight into the interests

of a stakeholder group, where required. In respect of

engagement with the workforce, the Board considers the

method of engagement through the forum of Employee

Voice Meetings, as described above, to be effective, as

it provides a means for the Board to hear directly from

employees on matters of concern to them, and provides

insight on how to enhance employee satisfaction and work

effectiveness within the Company. The Board is actively

involved in considering and developing the Company’s

response to matters raised during Employee Voice

Meetings.

The Directors consider that they have acted in the way they

consider, in good faith, would promote the success of the

Company for the benefit of its members as a whole, having

regard to the stakeholders and matters set out in Section

172 (1) (a–f) of the Companies Act 2006 in the decisions

taken during the year ended 28 February 2023.

Powers and responsibilities of

theBoard

The Company’s Articles of Association set out the Board’s

powers. The Board has a formal schedule of matters

specifically reserved for its own decision. A copy of this

schedule can be found on the Company’s website at

www.bloomsbury-ir.co.uk. The schedule is reviewed annually

and updated where appropriate to ensure that it complies

with the Code and other legal and regulatory requirements,

andreflects best corporate practice.

The Board takes its responsibility to achieve sound governance

of the Group seriously, andcontinuously maintains high

standards of corporate governance that focus on serving

theinterests of Shareholders and other key stakeholders.

www.bloomsbury.com

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Corporate Governance Report

Board Committees

The Board has three Committees to assist in the discharge

of its duties: the Audit Committee, Nomination Committee

and Remuneration Committee. The Chairs and members

of these Committees are appointed by the Board on

the recommendation of the Nomination Committee

in consultation with the respective Committee Chair.

Eachofthe Committees have formally delegated duties

and responsibilities under their written terms of reference,

which are approved by the individual Committees and the

Board and can be found on the Company’s website,

www.bloomsbury-ir.co.uk. Each Committee’s terms of

reference are reviewed annually to ensure that it complies

with the Code and other legal and regulatory requirements,

andreflects best corporate practice.

All main Board meetings provide standing items for

each Committee Chair to update the Board after each

Committee meeting. Committees also submit reports and

recommendations to the Board on any matter which they

consider significant to the Group.

The main roles and responsibilities of the Board

Committees are summarised in the Corporate Governance

Framework set out on page 115 of this Annual Report.

The Board may also appoint a subcommittee of the Board

as and when required.

Further information on the activities of each Committee is

detailed within the separate Committee reports.

Composition of the Board

As at the date of this report, the Board comprises the

Non-Executive Chairman, two Executive Directors – the

Chief Executive and the Group Finance Director – and

three independent Non-Executive Directors, one of

whom is appointed as the Senior Independent Director.

Thebiographies of the current Directors appear on

pages116 to 117 of this Annual Report.

Aligning to the 2018 UK Corporate

Governance Code

The following pages within this Annual Report set out how

the Company has applied the five principles of the Code

during the year:

Principle of the Code Page

Board leadership and Company purpose 10 to 13 and 126 to 132

Division of responsibilities 128

Composition, succession and evaluation 133 to 136

Audit, risk and internal control 103 to 111 and 137 to 142

Remuneration 143 to 168

The key responsibilities of the Board include:

• Reviewing and setting long-term objectives and

commercial strategy and determining its risk appetite

in the light of those long-term objectives;

• Developing and monitoring the Company’s values,

standards and culture;

• Considering stakeholder interests in decision making

• Reviewing and approving the annual operating and

capital expenditure budget;

• Reviewing the Company’s performance in light of

the Group’s strategy, objectives, business plans and

budgets;

• Approving an extension of the Group’s activities into

new business or geographic areas;

• Approving any decision to cease to operate all, or any

material part, of the Group’s business;

• Approving major changes to the Group’s corporate,

senior management and control structure or share

capital structure;

• Approving the Annual Report and Accounts, the

half-year statements and associated announcements;

• Approving the dividend policy and declaration of

dividends;

• Approving significant changes in accounting policies

or practices as recommended by the Audit Committee

• Approving the treasury policy and matters requiring

approval under that policy;

• Monitoring the Group’s risk management policy and

procedures, oversight of the internal risk control

framework and carrying out an annual review of their

effectiveness, while assessing the Group’s principal

and emerging risks;

• Approving all material contracts, acquisition of

titles, net advances and major investments above a

specified level;

• Approving resolutions to be put to the AGM and

circulars to Shareholders;

• Approving changes to the structure, size and

composition of the Board, following recommendations

of the Nomination Committee, along with the Group’s

overall governance arrangements;

• Approving appointments to the Board, following

recommendations of the Nomination Committee;

• Approving the Remuneration Policy upon

recommendation of the Remuneration Committee;

• Approving the remuneration of Non-Executive

Directors; and

• Approving various major Group policies, such as the

Code of Conduct, Share Dealing and Health and

Safety policies.

Stock code: BMY

Annual Report and Accounts 2023

127

Governance

Division of responsibilities

Chairman • Ensuring the effective operation of the Board and its Committees in conformity with the

highest standards of governance.

• Leading, chairing and managing the Board.

• Promoting a culture of openness and debate at Board level and ensuring constructive

relations between Non-Executive and Executive Directors.

• Setting the Board agenda and ensuring adequate time is available for discussion on all

agenda items.

• Ensuring the Board receives accurate, clear and timely information.

• Leading the performance evaluation of the Board and acting on its outcome.

• Ensuring that there is effective communication with Shareholders and other stakeholders.

• Considering the composition and succession planning of the Board and its Committees.

• Ensuring the Board’s Committees are properly structured with appropriate terms of reference.

• To review, identify and meet the training and development needs of individual Directors and

that of the Board as a whole.

• Ensuring that Directors receive a tailored induction programme when joining the Board.

Chief Executive • Managing the Group’s business and implementing Board decisions, policies and strategies.

• Developing the Group’s corporate strategy and objectives for recommendation to the Board.

• Providing leadership as Chair of the Executive Committee to achieve strategic objectives.

• Promoting the Company’s culture to the workforce and ensuring that operational policies and

practices drive appropriate behaviours.

• Leading effective engagement with Shareholders and other stakeholders.

• Monitoring, reviewing and managing the risk framework and strategies with the Board.

Group Finance

Director

• Providing day-to-day management of the Group’s financial affairs.

• Managing the Group’s financial planning, reporting and analysis.

• Supporting the Chief Executive in developing and implementing strategy.

• Leading other functional areas, such as tax, treasury, internal controls and risk management,

and corporate finance.

Senior Independent

Director

• Acting as a sounding board for the Chairman.

• Serving as an intermediary for the other Directors and Shareholders as necessary.

• Meeting with Shareholders on matters where usual channels are deemed inappropriate.

• Leading the annual evaluation of the Chairman of the Board.

Non-Executive

Directors

• Scrutinising and holding to account the performance of management and individual

Executive Directors against agreed performance objectives.

• Providing constructive challenge to the Executive Directors.

• Contributing to the development of proposals on strategy and proposed corporate

initiatives.

• Monitoring the integrity of financial information, financial and non-financial controls and

systems of risk management.

Company Secretary • Advising the Board, through the Chairman, on all governance-related matters and best

practice.

• Providing advice and services to the Directors and Board Committees where requested.

• Ensuring clear and timely information flow to the Board and its Committees.

www.bloomsbury.com

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Bloomsbury Publishing Plc

Corporate Governance Report

continued

There is a clear separation of the roles of the Chairman

and Chief Executive to prevent any individual from

having unfettered powers of decision. A formal statement

describing the division of responsibilities between the Chief

Executive and the Chairman, together with details of the

roles and responsibilities for each of the Chairman, Chief

Executive and Senior Independent Director, can be found at

www.bloomsbury-ir.co.uk.

Activities of the Board during

theyear

The following key matters are standing agenda items at

every Board meeting:

• Updates from the Audit, Nomination and Remuneration

Committee Chairs;

• Report from the Chief Executive;

• Report from the Director of Human Resources on HR

initiatives and outcomes of Employee Voice Meetings;

• Report from the Group Finance Director;

• ESG update;

• Consideration of how stakeholder interests and Section

172 considerations have been taken into account

in Board discussions and decision making at that

meeting; and

• Corporate Governance update.

During the year, among other matters, the Board

considered the following matters:

• Discussion of strategy and review of progress against

agreed financial and strategic objectives and internal and

external forecasts;

• Review of the management accounts, short- and

long-term forecasts, key performance indicators and full-

yearforecasts;

• Review and approval of the annual budget;

• Review of the Company’s sustainability strategies

and TCFD disclosures, and updates in respect of

relatedworkstreams;

• Review of Health and Safety and general staff well-being;

• Review and consideration of the Company’s principal

and emerging risks;

• Review and approval of the Annual Report and

Accounts, the half-year statements, trading updates and

associatedannouncements;

• Review and approval of the Notice of AGM and

resolutions contained therein;

• Investor feedback from Executive Director meetings

withShareholders;

• Approval of the interim and final dividends;

• Reports by Executive Directors on strategic and

operational matters;

• Approval of the appointment of John Bason as

Director, upon the recommendation of the Nomination

Committee, pending his election at the 2022 AGM;

• Review of progress on IT projects;

• Review and approval of the 2022 Sharesave grant;

• Review of the Group Treasury policy;

• Review of the Group’s tax strategy;

• Review of the Gender Pay Gap Report;

• Review and approval of changes to the Share

Dealing Code;

• Review and approval of terms of reference for all

theCommittees;

• Review and approval of the schedule of matters reserved

for the Board;

• Review of conflicts of interest;

• Review and approval of the fees of the

Non-ExecutiveDirectors;

• Monitoring and understanding of organisational culture

and values;

• Consideration of the Board’s responsibility in respect to

diversity, equity and inclusion;

• Consideration of the Company’s key stakeholders and

their interests, review of stakeholder engagement and

in-depth focus on key stakeholder groups;

• Review of other routine corporate governance matters;

• Review of the Group’s whistleblowing procedures; and

• Evaluation of the Board’s own effectiveness.

In addition to its regular meetings throughout the year,

the Board convenes annually with members of the

Company’s Executive Committee and other key operational

employees of the Company for the Board Strategy Day,

during which the Board undertakes an in-depth review of

key areas of the Company’s business, looks at the risks and

opportunities available to it and sets the strategic direction

of the Company.

Whistleblowing

Under the Code, the Board is responsible for approving and

overseeing the Group’s whistleblowing policy and ensuring

that adequate procedures are in place for staff to raise

concerns in confidence. The Company has an approved

whistleblowing policy, which can be viewed at

www.bloomsbury-ir.co.uk. The Board is provided with an

update of all significant matters that are reported under the

policy. None have been reported during the year.

Stock code: BMY

Annual Report and Accounts 2023

129

Governance

Conflicts of interest procedures

The Board operates an annual review of conflicts of interest,

in line with the requirements of the Code, to take positive

steps to identify and manage conflicts of interest. External

positions and any other known interests are considered

in terms of any potential or actual conflict of interest for

Directors. In addition, Directors are required to declare

any new interests at the start of all Board and Committee

meetings. The Board’s formal policy requires a Director,

where there is a risk of such a conflict, to absent themselves

from the meeting while the matter is considered. During the

year, there were no actual, or potential, conflicts of interest

arising that required a Director to take this step. Directors

may also notify the Company, via the Company Secretary,

of any actual, or potential, conflict of interest. Any such

notifications are required to be considered and, if thought

appropriate, authorised by the Board.

Director independence

The Board has reviewed the independence of each Non-

Executive Director and considers all the Non-Executive

Directors who served during the year to be independent in

character and judgement, and does not consider that there

are any relationships or circumstances that affect, or could

appear to affect, their independent judgement. The Board

meets the requirement under the Code that at least half

the Board (excluding the Chairman) should be independent

Non-Executive Directors.

Time commitments

The time commitments of Directors are considered on

appointment and annually. The Board is satisfied that each

of the Directors have sufficient time to meet their Board

responsibilities. Neither of the Executive Directors have

a Non-Executive Director role at another listed company,

or any other appointment that is deemed to significantly

impact the time available for their duties. Any such

appointment by any Director cannot to be undertaken

without the prior approval of the Board. Such a Director

would not be permitted to vote, or be counted in the

quorum, for any decision relating to such a commitment.

Board information and support

All Directors have access to the advice of the Company

Secretary where required. Directors also have access

to independent professional advice, if required, at the

Company’s expense.

Attendance at Board and Committee meetings

The table below shows the attendance of Directors at Board and Committee meetings during the year ended 28 February

2023. During the year, there were six scheduled Board meetings. In addition, the Directors convened for a two day Board

Strategy meeting. Executive Directors may also have been present at Committee meetings, either in full or part, to update

members. Nigel Newton attends the Nomination Committee as a full member.

Committee appointments Board Remuneration Audit Nomination

Chairman

Sir Richard Lambert

6/6 5/5 – 3/3

Executive Directors

Nigel Newton

6/6 – – 3/3

Penny Scott-Bayfield 6/6 – – –

Non-Executive Directors

John Bason

5/5 5/5 4/4 2/2

Steven Hall

3/3 2/2 3/4 2/2

Leslie-Ann Reed

6/6 5/5 5/5 3/3

Baroness Lola Young of Hornsey

6/6 – – 3/3

1. John Bason was appointed as a Non-Executive Director on 1 April 2022.

2. Steven Hall stood down from the Board at the conclusion of the 2022 AGM on 20 July 2022, and

was succeeded by John Bason as Chair of the Remuneration Committee. He was unable to attend

one Audit Committee meeting, but reviewed the papers and shared his thoughts on them with the

Committee.

Committee member:

Audit Committee

Nomination Committee

Remuneration Committee

www.bloomsbury.com

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Bloomsbury Publishing Plc

Corporate Governance Report

continued

Board and Committee evaluation

for2022/2023

The Board

The Board conducts an annual formal evaluation of its

performance. For 2022/2023, this was conducted internally

and took place towards the end of the financial year. It was

led by the Chairman, supported by the Company Secretary,

who used questionnaires completed by all the Directors to

appraise the performance of the Board, the level of support

it received, its examination of risk and ESG matters, and

how members interacted. The opportunity was given to

raise comments and suggestions as to improvements that

might be needed. The Chairman then had one-to-one

discussions with each of the Directors and reported his

findings to the Board.

Overall, the outcome of the evaluation was very positive.

All directors were of the opinion that members of the Board

worked well together and with the senior management

team, and that there was a strong commitment from each

of the Executive and Non-Executive Directors. Furthermore,

the Board as a whole and each of its Committees operated

soundly and each of the Directors continued to be effective.

The composition and size of the Board was considered to

be appropriate, with the right balance of experience, skills

and capabilities. Board dynamics and behaviours were also

very positive. The exercise identified areas that Directors

would welcome further attention being given to, namely,

environmental goals, key IT projects, the impact of Artificial

Intelligence (AI) and succession planning below Board level.

This was fed back into the Board agenda planning process

by the Company Secretary.

Board Committees

Board Committees are evaluated annually against their

terms of reference and against adherence to relevant

requirements of the Code and applicable regulations, as

well as how they operate as an effective committee. For

2022/2023, following the evaluation, each Committee Chair

and the Chairman has confirmed that the Committees

continue to operate effectively.

The Chairman

Sir Richard Lambert joined the Board in July 2017 as

Chairman and was considered independent upon his

appointment. For 2022/2023, the Senior Independent

Director led the evaluation of his performance through

the completion of a questionnaire followed by one-to-one

discussions with the other Directors. The outcome was

reported to the Board and discussed without the Chairman

present. It was unanimously agreed that he continued to

lead the Board in an effective and inclusive manner, fully

discharged his duties and demonstrated full commitment to

the role.

Directors

As part of the evaluation, the Chairman reviewed the

performance of each Director. Following these reviews, the

Board considers that each of the Directors proposed for re-

election at the 2023 AGM continue to contribute effectively

and demonstrate commitment to their roles.

Induction, training and development

Upon appointment to the Board, all Directors undertake a

comprehensive induction process, which includes dedicated

time with the Executive team and senior management.

Directors are also provided with induction materials, which

comprise an overview of the Group and its organisational

structure, the responsibilities of being a Director of a UK-

listed Company, Board policies and procedures, Company

policies, minutes of previous Board and Committee

meetings and details of the Board’s external advisors,

amongst other information.

The Board and Committees receive regular updates on

key legal, governance and compliance issues during

meetings. During the year, the External Auditor KPMG LLP,

(the External Auditor serving until the 2022 AGM) provided

updates on developments in corporate governance and

climate reporting at an Audit Committee meeting at which

all Board members were present (John Bason, whose

appointment had not formally commenced at that point,

attended the meeting as an observer). There was a further

in-house update on climate policy and the requirements

of the Taskforce on Climate-related Financial Disclosures

(TCFD) and a sustainability upskilling session on Net-Zero

targets and a briefing session on Modern Slavery and

the EU Corporate Sustainability Reporting Directive and

Corporate Sustainability Due Diligence Directive. Senior

management attended Board meetings as required, and

delivered presentations on operations and strategy.

Stock code: BMY

Annual Report and Accounts 2023

131

Governance

Relations with Shareholders

The Board, led by the Chairman, is responsible for ensuring

an effective engagement with Shareholders based on the

mutual understanding of objectives. The Chief Executive

and Group Finance Director have day-to-day responsibility

for all investor relations matters and for contact with

Shareholders, as well as with City analysts. The Annual

Report, interim reports, AGM, market updates and post-

results announcement presentations are the principal

means through which the Company communicates its

strategy and performance to Shareholders.

The Company maintains an active dialogue with its

institutional Shareholders and City analysts through

a planned programme of investor relations. Twice

a year, there are formal presentations of results,

followed by a series of post-results meetings with

Shareholders. The presentations are made available at

www.bloomsbury-ir.co.uk. The outcomes of these meetings

are reported to the Board. This includes feedback from

individual Directors and from discussions by the Company’s

corporate broker or public relations representative

with Shareholders and City analysts. This year there

was a programme of engagement specifically aimed at

shareholder feedback on the new Remuneration Policy to

be proposed at the 2023 AGM and responding to points

raised on that policy’s details. Further details of that Policy

are given in the Remuneration Report at pages 146 to 155.

In addition, the Chairman invites significant Shareholders

to meet with him to discuss any matter of interest or

concern. The Senior Independent Director is also available

to Shareholders as required. In line with arrangements

set up during the pandemic, meetings with Institutional

Shareholders and City analysts continued to be

heldvirtually.

AGM

All Shareholders are welcome at the AGM, which

includespresentations on the business and an opportunity

to ask questions. The Chairs of the Audit, Remuneration

and Nomination Committees attend and are available to

answerquestions.

www.bloomsbury.com

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Corporate Governance Report

continued

Dear Shareholder,

I am pleased to present my report to you as Chair of the Nomination Committee,

which describes how the Committee has carried out its responsibilities during

the year.

Composition of the Committee

The Committee is comprised of myself as Chairman of the Board and Chair of the

Committee, three Independent Non-Executive Directors and the Chief Executive.

I was considered independent on appointment. The members of the Committee

during the year were as follows:

Director

Appointed

in the year

(if applicable)

Resigned

in the year

(if applicable)

Sir Richard Lambert (Chair of the Committee) – –

Nigel Newton – –

John Bason 1 April 2022 –

Steven Hall – 20 July 2022

Leslie-Ann Reed – –

Baroness Young – –

The Committee met three times during 2022/2023. The Committee members’

attendance can be seen on page 130 of this Annual Report.

Sir Richard Lambert

Chair of the Nomination Committee

Role of the Committee

The terms of reference of the Committee set out its role and authority. These

are reviewed annually and can be found on the Company’s website,

www.bloomsbury-ir.co.uk. In summary, the Committee’s responsibilities include:

• Reviewing the size, structure and composition of the Board and making

recommendations for changes to the Board where necessary;

• Regularly monitoring and assessing the skills, knowledge, experience and

diversity of the Board and senior management;

• Reviewing the results of the Board performance evaluation process to

include reviewing the composition and diversity of the Board and its

Committees (taking into consideration the balance of skills, experience

and knowledge required), succession planning, and how effectively Board

members work together to achieve objectives;

• Reviewing annually the time required from Non-Executive Directors and

the number of external appointments held and, in respect of any additional

external appointments notified to the Board, considering the type of role,

the expected time commitment and any impact which this might have on

the Director’s duties to the Company;

• Ensuring plans are in place for the orderly succession to Board and senior

management positions, and overseeing thedevelopment of a diverse

pipeline for succession, takinginto account the leadership requirements

of the Company in the context of the challenges and opportunities facing

theCompany;

• Leading the process for new appointments to the Board;

• Identifying and making recommendations to the Board on potential

candidates for appointment to the Board and seniormanagement positions;

• Overseeing the induction of new Directors and monitoring ongoing

conflicts, time commitments, training and evaluation of the Board; and

• Overseeing the Company’s diversity objectives and strategies, and

monitoring the impact of diversity initiatives.

Stock code: BMY

Annual Report and Accounts 2023

133

Governance

Nomination Committee Report

Activities of the Committee during

the year

At the start of the year, the Nomination Committee

completed the process of recruiting a Non-Executive

Director. Dick Hawkes Consulting had been appointed

to handle the search for a replacement for Steven Hall

following the Board appointment process outlined below.

In March 2022, the Nomination Committee recommended,

and the Board approved, the appointment of John Bason

to the Board. His election was approved by Shareholders at

the 2022 AGM.

Other matters considered by the Committee during the

year included:

• The gender balance for direct reports to senior

management;

• Succession planning for the Board and senior

management including the diversity of the succession

pipeline, and the recruitment of an additional member of

the Executive Committee;

• The Directors’ training needs, bearing in mind the FRC

Guidance to Board Effectiveness expects all Directors to

continually update their skills, knowledge and familiarity

with the Company to fulfil their role both on the Board

and Committees;

• The time commitments and independence of

Non-Executive Directors;

• Updates at each meeting from the Chair of the

Company’s Diversity, Equity and Inclusion Steering

Committee. These cover diversity, equity and inclusion

in general, including progress against the Company’s

Diversity, Equity & Inclusion action plan and the linkage

to the Company’s strategy;

• A review of the skills, experience and knowledge of

Board and Committee members against a skills matrix,

and whether the Board had an appropriate balance of

Executive and Non-Executive Directors;

• The annual evaluation of the Committee’s

effectiveness; and

• Terms of reference for the Committee.

Oversight of the Company’s diversity

and inclusion policy and practices

Central to the Company’s mission and purpose is the

promotion and dissemination of a multiplicity of voices

on a vast range of topics from an international author

base. Diversity, equity and inclusion therefore inform the

strategy that the Company adopts to realise its purpose.

The Board considers that diversity within the Company’s

workforce, and at senior levels of management, may

further serve this purpose and supports the delivery of

Bloomsbury’s strategic objectives. Beyond this, the Board

recognises the importance of the Company’s workforce

and publishing being reflective of the society in which the

Companyoperates.

The Committee supports the Board in overseeing the

Company’s Diversity, Equity and Inclusion Policy and

related HR strategies for the purposes of developing

a strong and diverse talent pipeline. During the year,

the Committee received updates from Jenny Ridout,

MD of the Non-Consumer Division and the Chair of the

Diversity, Equity and Inclusion Steering Committee on the

implementation of Diversity, Equity and Inclusion measures

across the Group at each Committee meeting. From time to

time, updates are also provided by the Director of Human

Resources and the Diversity and Inclusion Manager.

Further information on diversity, equity and inclusion at

Bloomsbury can be found on pages 69 to 73 of this Annual

Report. The Committee has approved the Company’s

Diversity, Equity and Inclusion Policy.

Board diversity

The Board recognises the benefits of greater diversity on the Board and in senior management positions throughout the

Group. Although the Company is not required for the year to 28 February 2023 to report on diversity metrics in accordance

with Listing Rule 9.8.6R(9), it is voluntarily making such disclosures. The Company confirms that, as at 28 February 2023, it has

met the diversity targets set out under Listing Rule 9.8.6R(9) as further disclosed in the tables below:

Gender identity or sex

Number of board

members

Percentage of the

board

Number of senior

positions on the

board (CEO,

CFO, SID and

Chair)

Number in

executive

management

Percentage

of executive

management

Men 3 50% 2 2 25%

Women 3 50% 2 6 75%

Not specified/prefer not to say Nil – – – –

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Bloomsbury Publishing Plc

Nomination Committee Report

continued

Ethnic background

Number

of board

members

Percentage of

the board

Number

of senior

positions on

the board

(CEO, CFO,

SID and

Chair)

Number in

executive

management

Percentage

of executive

management

White British or other White (including minority white

groups) 5 83% 4 7 87.5%

Mixed/multiple ethnic groups – – – 1 12.5%

Asian/Asian British – – – – –

Black/African/Caribbean/Black British 1 17% – – –

Other ethnic group, including Arab – – – – –

Not specified/prefer not to say – – – – –

The data set out in the above tables was collected by

way of questionnaire; the gender data was collected on

the basis of an individual’s legal sex as registered on their

birthcertificate.

New appointments to the Board are usually selected by

the Nomination Committee using independent search

consultants based on merit as the best candidate for the

role, unless there are exceptional circumstances where a

suitable candidate has been found outside of this process.

The Board appreciates how diversity can enhance the

Board’s effectiveness in decision making where different

skillsets and perspectives are present in the boardroom and

will continue to consider different aspects of diversity, such

as ethnicity, education and social background in connection

with new appointments. The Board considers there to be

a diverse pipeline of senior management with respect to

gender balance. A majority of the Executive Committee

and their direct reports are women, details of which can

be found on page 69. Further information on the gender

balance at different levels of the Company can be found

in the Company’s Gender Pay Gap Report on its website

(www.bloomsbury-ir.co.uk).

Board balance by experience and skills

Bloomsbury Board members bring a wide range of

experience and skills which support the Company’s strategy.

The Board believes it has an appropriate balance of skills,

experience and knowledge, but the composition of the

Board is kept under review to ensure any skills gaps are

taken into consideration as part of ongoing succession

planning. Details of the Board’s skills are set out at the

bottom of page 136.

Succession planning

The Committee considers succession planning at each

meeting. Ensuring that suitable plans are in place for orderly

succession to both the Board and senior management

positions is essential to ensure business continuity.

The Committee focuses on succession planning at Board

level in particular. The size, structure and composition of the

Board, together with the knowledge, skills and experience

of Directors, is kept under review as part of assessing the

overall effectiveness of the Board. On the whole, the Board

is satisfied that plans are in place for orderly succession to

the Board.

The Board is committed to recognising and nurturing a

talent pipeline within the various management levels across

the Group to ensure that opportunities are created to

develop key individuals within the business. The Company

runs a Management Development Programme targeted at

line managers across all departments within the business

to support personal development and career progression.

The purpose of the programme is to enable individuals

to develop the critical knowledge, skills and behaviours

needed in senior business positions. During the year, the

Committee was kept updated on the recruitment to a new

role of Group Director of People and Engagement, to

whom HR, Communications, Sustainability and Diversity and

Inclusion would report.

Stock code: BMY

Annual Report and Accounts 2023

135

Governance

Board experience and skills

Re-election of Directors

In 2016, the Board decided to

follow best practice by requiring

all Directors to retire at each AGM

and stand for re-election. Thisis

now a requirement under the

Code for all listed companies.

Thecurrent Non-Executive Director

appointments are for periods up to

four years, subject always to annual

re-election at AGMs. The intention is

to achieve aprogressive refreshing

of the Non-Executive Directors, in

anticipation of an average duration

of such appointments of four years.

The Board reviewed this policy in 2019

and decided it remained appropriate,

noting that it retained the flexibility to

extend an appointment beyond four

years if required.

The notice periods by the Company of

the Directors are set out on pages 154

to 155 of this Annual Report.

Sir Richard Lambert

Chair of the Nomination Committee

30 May 2023

Board appointment process

The Board appointment process is as follows:

• The Committee reviews a skills matrix, aware of the Board’s need for a

range of critical skills relevant to the challenges and opportunities facing

the Company and of any planned departures from the Board. It considers

the Board’s structure, balance, diversity and succession planning needs,

and the annual evaluation of Board effectiveness further serves to identify

any gaps in the skills, knowledge and experience needed;

• An independent external recruitment consultant is appointed, who

performs a search to identify candidates meeting criteria agreed with

the Nomination Committee. The external consultant carries out initial

interviews with candidates and carries out background research on them

to formulate a shortlist. In exceptional circumstances, the appointment

of an external consultant may not be considered necessary, if a suitable

candidate has been otherwise identified;

• One or more Directors interview each candidate and feed back to

theexternal consultant on the interview evaluation of the candidate;

• References are taken and other background checks are made

oncandidates;

• The Nomination Committee, sitting together, selects the final candidate

and makes a recommendation to the Board; and

• The Board has the final decision on appointing a candidate.

Business to business operations

ESG

M&A

Global markets

Governance

Audit and Risk

Executive Compensation

Finance experience

CEO experience

Digital and technology

Publishing and media

Plc experience

1 5432 6

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136

Bloomsbury Publishing Plc

Nomination Committee Report

continued

Dear Shareholder,

I am pleased to present my report to you as Chair of the Audit Committee,

whichdescribes the Committee’s responsibilities and key activities during the

year ended 28 February 2023.

Composition of the Committee

The Committee is comprised of two Independent Non-Executive Directors,

having been comprised of three Independent Non-Executive Directors up to the

AGM in July 2022, at which Steven Hall stood down from the Board. Thisremains

in line with the Code requirements for smaller companies below the FTSE350

throughout the year immediately prior to the reporting year. The Board is

satisfied that my experience and qualifications are sufficient for me to meet the

experience and qualification requirements for at least one member of the Audit

Committee to hold recent and relevant financial experience as required by the

Code and Listing Rules. John Bason, who was appointed to the Board on

1 April 2022, is also a member of the Committee and has extensive financial

experience. The members of the Committee during the year were as follows:

Director

Appointed

in the year

(if applicable)

Resigned

in the year

(if applicable)

John Bason 1 April 2022 –

Steven Hall – 20 July 2022

Leslie-Ann Reed

(Chair of the Committee) – –

Biographical details of current Committee members are set out on pages 116

and 117.

The Committee met five times during 2022/2023. The Committee members’

attendance can be seen on page 130. In addition to Committee members,

the External Auditor, the Head of Internal Audit, the Chairman of the Board,

theGroup Finance Director and the Chief Executive regularly attend Committee

meetings at the invitation of the Chair of the Committee. Other attendees

include members of the Finance team and other Directors. There is a standing

item on the agenda for the External Auditor and Internal Auditor to meet the

Committee alone without management present, enabling Committee members

or Auditors to share any concerns that they may have.

Leslie-Ann Reed

Chair of the Audit Committee

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Annual Report and Accounts 2023

137

Governance

Audit Committee Report

Role of the Committee

The terms of reference of the Committee set out its role and authority.

These are reviewed annually and can be found on the Company’s website,

www.bloomsbury-ir.co.uk. In summary, the Committee’s responsibilities

include:

• Monitoring the integrity of the financial statements of the Company

and any formal announcements relating to the Company’s financial

performance; reviewing significant financial reporting issues and

judgements contained therein;

• Reviewing the Annual Report and Accounts and advising the Board

on whether, taken as a whole, it is fair, balanced and understandable

and provides the necessary information for Shareholders to assess the

Company’s performance, business model and strategy;

• Reviewing and advising the Board on the going concern assessment and

viability statement;

• Reviewing the Company’s internal controls (including financial controls

and controls relating to legal and regulatory compliance) and risk

management systems;

• Reviewing and approving the statements made in the Annual Report and

Accounts in respect of the Company’s internal control policies and risk

management procedures;

• Monitoring and assessing the role and effectiveness and independence

of the Company’s Internal Audit function;

• Making recommendations to the Board, for it to put to the Shareholders

for their approval in a general meeting, in relation to the appointment,

reappointment and removal of the External Auditor and to approve the

remuneration and terms of engagement of the External Auditor;

• Reviewing and monitoring the External Auditor’s independence and

objectivity and the effectiveness of the audit process, taking into

consideration relevant UK professional and regulatory requirements;

• Developing and implementing policy on the engagement of the External

Auditor to supply non-audit services, taking into account relevant

guidance regarding the provision of non-audit services by the external

audit firm;

• Reporting to the Board, identifying any matters in respect of which

it considers that action or improvement is needed and making

recommendations as to the steps to be taken; and

• Reporting to the Board on how it has discharged its responsibilities.

Activities of the

Committee during

the year

During the year, amongst other

matters, the Committee considered:

• The annual and interim results

and associated announcements,

recommending them to the Board

for approval;

• The analysis supporting the viability

statement and the going concern

assessment;

• Key accounting estimates and

judgements;

• The selection of the External

Auditor after reviewing the

independence of auditing firms

invited to tender, the overall

process and the recommendation

of Crowe U.K. LLP (“Crowe”) to the

Board as a suitable candidate to be

put to Shareholders for approval at

the 2022 AGM;

• The External Auditor’s audit

strategy for the year, agreeing the

risks identified therein;

• Updates on changes to

International Standards on Auditing

(“ISAs”);

• The Internal Audit Plan and review

of the Internal Audit projects;

• The effectiveness of the Internal

Audit function;

• Regular updates on the measures

taken by the Company to mitigate

against Cyber Security risk and

ensure adequate information

governance controls;

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Bloomsbury Publishing Plc

Audit Committee Report

continued

• The Group’s internal controls

policies and associated risk

management framework to assess

the scope and effectiveness of

these matters. The approach to

these matters is further elaborated

on below while the principal risks

facing the Company are described

in the Principal Risks and Risk

Management section on pages

103 to 111, which also explains

how each risk is managed and

mitigated; and

• Review of the terms of reference for

the Committee.

Significant financial

reporting matters

In respect of the Annual Report and

Accounts, the Committee considered:

• The adequacy of provisions made

in relation to key balance sheet

estimates, specifically including

the revenue returns provision,

inventory provision and provision

against unearned author advances.

Having reviewed the assumptions

made by the Executive team and

their consistency year-on-year, the

Committee was satisfied as to the

adequacy of the provisions;

• The adequacy of sensitivity

disclosures in relation to Academic

& Professional and Special Interest

goodwill (Note 11). Academic

& Professional goodwill is the

largest balance within goodwill

and the most sensitive to the level

of profit generated. After careful

consideration, the Committee was

satisfied that the assumptions used

in the evaluation were appropriate

and that no impairment of the

goodwill had occurred; and

• The assessment of the Group’s

viability and the appropriateness of

the going concern assumption.

The Executive team had prepared a

detailed forecast of future cash flows,

which had been flexed to reflect the

possible future impact of key risks to

the business. The Committee carefully

reviewed these assumptions and was

pleased to note that substantial going

concern headroom was retained in all

likely scenarios. The Committee was

therefore able to recommend these

assessments to the Board for adoption

in the accounts.

These matters are discussed in more

detail in the Independent Auditor’s

Report on pages 170 to 175.

In addition, the Committee assessed

that the Group’s annual and interim

financial statements, after review and

taken as a whole, are fair, balanced

and understandable, and provide the

necessary information to assess the

Group’s position and performance,

business model and strategy. It

also considered that they met the

necessary legal and regulatory

requirements.

External Auditor

The Audit Committee has primary

responsibility for making a

recommendation on the appointment,

reappointment and removal of the

External Auditor and approving

their remuneration and terms of

engagement.

KPMG LLP (“KPMG”) acted as

External Auditor for the Group and

for the Company for audits for the

year ended 28 February 2014 to

the year ended 28 February 2022.

In line with the expectation that

the audit be retendered every ten

years, the Company notified KPMG

of its intention to put the audit out

to tender during 2022. The tender

process was detailed in the Report

and Accounts for the year ending

28 February 2022. Following the

conclusion of that tender, Crowe

were recommended by the Board for

approval as the Company’s external

Auditors and were appointed at

Bloomsbury’s 2022 AGM. A resolution

to re-appoint Crowe will go before

Shareholders at the 2023 AGM.

Anna Barrell, KPMG’s audit partner

for the Company since the 2020/2021

audit, attended all meetings of the

Committee up to the 2022 AGM.

Following the appointment of Crowe

at the 2022 AGM, Matthew Stallabrass

became the Company’s audit partner

for the year to February 2023 and

attended all subsequent meetings of

the Committee.

During the year, the Committee

assessed the effectiveness of the

external audit process and was

satisfied with the scope, direction and

outcome of work. In forming its view,

the Committee considered:

• The quality of audit work

undertaken and resulting findings;

• The scope of the External Auditor’s

work and whether the External

Auditor deployed sufficient

resources to complete their agreed

programme; and

• The independence and objectivity

of the External Auditor, confirmed

in a letter addressed to the

Committee.

Details of the amounts paid to Crowe

and KPMG are provided in Note 4.

Stock code: BMY

Annual Report and Accounts 2023

139

Governance

External Auditor

non-audit services

The Committee has approved a

formal policy on the provision of

non-audit services to safeguard the

independence and objectivity of the

External Auditor and reviews the level

of non-audit fees relative to audit fees.

The full policy can be found on the

website www.bloomsbury-ir.co.uk.

A list has been approved by the

Committee of services that the

External Auditor is prohibited from

undertaking. Other than the half-

year review 2022/2023 carried out

by Crowe, neither KPMG nor Crowe

supplied any non-audit services to

the Group.

Internal controls and

risk management

The Code requires the Directors

to assess, at least annually, the

effectiveness of the Group’s systems

of internal control, which include

financial, operational and compliance

controls, and the system of risk

management.

The Board has put in place an

ongoing process for identifying,

evaluating and managing the

significant risks faced by the Group.

This procedure has been in place

for the year under review and up to

the date of approval of this Annual

Report. The procedures will regularly

be reviewed by the Board and the

Audit Committee to ensure that the

procedures implemented continue

to be effective and that, where

appropriate, recommendations are

made to management to improve the

procedures.

The Audit Committee reviews the

internal control and risk management

systems and internal financial

controls, while the Board considers

the principal and emerging risks to

the business, the countermeasures

in place and the Group’s appetite

for risk. The Board retains overall

responsibility for the Group’s internal

controls and for reviewing their

effectiveness, and for approving all

related policy. These internal controls

are designed to manage rather than

eliminate risk, and can only provide

reasonable, and not absolute,

assurance against material loss.

The Group takes a risk-based

approach to internal controls to

ensure that internal controls policies

and procedures directly, and

adequately, address the specific risk

factors relevant to the Company.

Further explanation is provided under

the heading Internal Audit. Internal

controls are reviewed regularly

throughout the year with relevant

business areas and consideration

is given to identifying any actions

required to improve the effectiveness

of the key controls. The Audit

Committee receives reports on the

internal controls and progress in

respect of any actions identified as

necessary to improve the system of

controls three times a year.

The Company’s system of internal

financial control aims to safeguard

the Group’s assets, ensures that

proper accounting records are

maintained, that the financial

information used within the business

and for publication is reliable, that

business risks are identified and

managed, and that compliance with

appropriate legislation and regulation

is maintained.

Internal Audit

The Internal Audit function is

responsible for providing independent

assurance to management and the

Audit Committee on the design and

effectiveness of internal controls

to mitigate strategic, financial,

operational and compliance risks.

In 2019/2020, the Committee

determined that it would be

appropriate to co-source the function

using both internal and external

resources, while retaining its oversight,

and the Committee approved the

engagement of Grant Thornton for

this purpose. Grant Thornton was

appointed, reporting to the Chair of

the Audit Committee. Grant Thornton

attended all relevant Audit Committee

meetings that took place in 2022/2023.

Grant Thornton did not attend two

meetings, which were only concerned

with the External Audittender.

During the year, key controls covering

the Group’s risk areas were reviewed

by management in consultation with

the heads of relevant business areas

and with Grant Thornton. These are

reviewed and reported to the Audit

Committee three times a year.

The Internal Audit mandate and plan

for the relevant year is approved by

the Committee, and is aligned to the

Company’s greatest areas of risk. The

focus for Internal Audit in the year was

on royalty payments. Grant Thornton

conducted an Internal Audit on this

area and the findings of the audit

were reported to the Committee.

TheCommittee considered the issues

and risk arising from the audit, with

the agreed actions and timetable for

implementation.

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140

Bloomsbury Publishing Plc

Audit Committee Report

continued

The Committee assessed the

effectiveness of the Internal Audit

function for the financial year and

concluded the quality, experience

and expertise of the function was

appropriate for the Company and

the function had been effective in

discharging its duties.

Overall, the Board confirms it

has monitored the Group’s risk

management and internal control

systems and carried out a review

of their effectiveness covering all

material controls, including financial,

operational and compliance controls.

Internal control and

risk management

framework

The preparation of the consolidated

financial statements of the Company

is the responsibility of the Group

Finance Director and is overseen by

the Audit Committee with overall

responsibility resting with the Board.

This includes responsibility for

ensuring appropriate internal controls

are in place over financial reporting

processes and related IT systems. The

Audit Committee monitors the risks

and associated controls over financial

reporting processes, including the

consolidation process.

The Principal Risks and Risk

Management section on pages 103

to 111 sets out how the Board has

taken account of the Group’s current

position and principal risks and

how it has assessed the prospects

of the Group over a period of three

years. The Board has a reasonable

expectation that the Group will be

able to continue in operation and

meet its liabilities as they fall due over

the assessment period.

Relevant features of the Company’s

system of internal controls and

risk management in relation to the

financial reporting process and

preparation of the Group financial

statements include:

• Organisational culture:

The Company has a highly skilled,

professional and committed

workforce. The Board is committed

to developing a culture of

openness, integrity, competence

and responsibility. The Company

has in place a Group Whistleblower

Policy and an Anti-Bribery and

Corruption Policy.

• Organisational structure:

The One Global Bloomsbury

structure comprises the worldwide

publishing divisions supported

by Group functions (finance, IT,

production, sales and marketing

and legal), which provide an

internal control service to the

business as internal control pillars

within the Group’s internal control

framework.

• Risk and control review:

The framework for oversight of

the Group’s internal controls and

risk management process by the

Board and the Audit Committee

is described on page 140. In

addition, the Executive Committee

(which comprises the Divisional

and Group function heads and

Executive Directors) formally

reviews and updates the Group

risk register and accompanying

controls and actions for each risk

twice a year. This ensures that risks

and control issues from around

the Group worldwide are reported

openly to the senior management

team and addressed. The Board

regularly reviews the significant

Group risks to ensure appropriate

action is taken to address the risks.

The Audit Committee reviews the

risks, in particular the financial risks

and issues that could impact on

reporting, when considering the

financial statements.

• Financial internal control

andriskreview:

The Group Finance Director

formally reviews the internal

financial controls, taking account

of the risks within the financial

information systems, and reports

the findings of this review to the

Audit Committee. Analytical review

of operating results and reviews

of key risks and controls for each

division supplement management’s

knowledge of the business for

the evaluation of the risks and

assessment of the internal financial

controls. The Audit Committee also

receives reports on the internal

controls and risks provided by

the Internal Auditor. The Audit

Committee receives other reports

from management relevant to the

internal financial controls, such

as reports on the progress of key

projects.

• Authority levels:

The Board maintains a detailed

and sets the level of authority

required, before Board approval is

needed, to commit the Company

or to undertake transactions.

It also approves budgets and

other performance targets. The

publishing divisions and Group

functions operate within these

authority levels and budgets. The

Executive Directors determine

the authority to be delegated to

individual managers.

• Financial management reporting:

The Board approves the annual

Group budget. Sales are reported

daily, weekly and monthly. Financial

results of the business operations

are reported monthly and

compared to budget and forecasts.

Detailed forecasts for the Company

are updated regularly and reviewed

by the Board.

Stock code: BMY

Annual Report and Accounts 2023

141

Governance

• Book title acquisition and other

significant contract procedures:

Established procedures, such as

the review and approval by an

Executive Director of acquisition

proposals of rights to new

books, and approval by the Chief

Executive of acquisitions over a

specific threshold, are operated

within set authority limits and used

for transactions in the ordinary

course of business. Acquisitions

exceeding delegated authority

limits require approval by the

Board. Significant acquisitions

of companies and businesses or

other significant contracts not in

the ordinary course of business are

approved by the Board. The Board

has set authorised limits for the

total author advances held on the

Statement of Financial Position as

a percentage of net assets and for

the total value of committed, but

unpaid, advances.

• Accountability:

The Company has clearly defined

lines of responsibility headed by

the Chief Executive and Executive

Committee to control the

publishing divisions and business

functions. Detailed operational

and financial performance data

are monitored by supervisory

management to ensure the

performance of operations is in

line with targets. The reasons for

variances and underperformance

are established by supervisory line

management and followed up with

managers and staff.

• Overseas offices:

Each overseas office has a local

President or Managing Director

who is responsible for operational

effectiveness and local internal

controls. Accounting for the

Group is centralised and overseas

subsidiaries hold limited cash

balances. Senior managers and

Executive Directors visit the

overseas offices as appropriate.

• Internal audit:

A risk-based audit approach was

used to identify and assess the key

internal controls across the Group

worldwide. The Audit Committee

considers reports from External

and Internal Audit to ensure that

adequate measures are being

taken by management to address

risk and control issues.

Significant failings

or weaknesses in the

internalcontrols

Following its review, the Committee

concluded that the systems of risk

management and internal controls are

adequate for Bloomsbury, including all

the Group companies. There were no

significant internal control weaknesses

identified that challenged the Group

in achieving its objectives.

Committee effectiveness

The Committee’s annual evaluation

review, which was conducted as part

of the 2022/2023 Board evaluation,

confirmed that the Committee was

continuing to function effectively.

Leslie-Ann Reed

Chair of the Audit Committee

30 May 2023

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142

Bloomsbury Publishing Plc

Audit Committee Report

continued

John Bason

Chair of the Remuneration Committee

Dear Shareholder,

I am pleased to present my first Directors’ Remuneration Report (the “Report”)

as Chair of the Remuneration Committee (the “Committee”) for Bloomsbury

Publishing Plc for the year ended 28 February 2023. I succeeded Steven Hall

following his retirement at the Annual General Meeting on 20 July 2022. I would

like to thank Steven for his commitment and, above all, for his hard work over

three years in the role.

As well as detailing how we have operated remuneration arrangements for the

Board, this year’s Report also sets out an updated Remuneration Policy (“Policy”).

We engaged with our major Shareholders prior to finalising this Policy, and

further detail is set out below. Under the normal three-year renewal timetable, we

will be seeking shareholder approval for the new Policy at the 2023 AGM.

Performance and reward for 2022/2023

As outlined in the Chairman’s Statement and the Chief Executive’s Review, the

Group delivered an excellent set of results for the financial year to 28 February

2023, following strong trading throughout the year. We have seen strong demand

for our titles – in print, eBook and audio – and BDR revenue growth of 41%.

These results were delivered in a year where we experienced inflation in our

input costs and cost-of-living pressures on consumers, and we built on last year’s

strongperformance.

The exceptional operating performance was reflected in the financial results, with

growth of 15% in Group revenues and 16% growth in Group profits. Adjusted

diluted earnings per share grew by 18% to 30.56 pence. Subject to approval by

Shareholders at the 2023 AGM of the final dividend proposed, total dividends for

the year would represent a 9% increase on the prior year.

Further detail on our performance is set out in the Strategic Report.

Annual bonus

Annual bonus payments to the Executive Directors are based on a combination

of financial and strategic measures. The majority (70%) of the bonus is based

on the achievement of a profit target; the remainder (30%) is based on the

achievement of strategic objectives. Consistent with the prior year, a key feature

of this plan is the extension of participation across the Group to ensure alignment

of reward across our colleagues.

The Committee set targets for the annual bonus taking into account a range of

factors including both internal and external forecasts. Adjusted Profit of £31.1m

significantly outperformed the stretch hurdle required for full pay out.

Our success this year was across a broad range of factors, and so the majority of

objectives under the strategic element were achieved, with overall achievement

of 97%.

The Committee is satisfied that the outcomes under the all-employee and

Executive bonus plans reflect the outstanding financial performance this year,

the substantial progress made in strategic initiatives, and the significant value

delivered to our Shareholders through growth in both dividends and share price.

Further detail on the outcomes is provided on page 157.

Stock code: BMY

Annual Report and Accounts 2023

143

Governance

Directors’ Remuneration Report

Performance Share Plan

(“PSP”) vesting

The PSP awards granted in 2020 are

due to vest in August 2023. These

awards were subject to the following

performance measures: EPS (60%),

Non-Consumer operating profit (15%),

Consumer operating profit (15%)

and BDR revenue (10%). Bloomsbury

delivered strong EPS (before

highlighted items) performance of

30.56p, with Non-Consumer operating

profit, Consumer operating profit and

BDR revenue exceeding expectations

and achieving £13.1m, £18.1m and

£26.2m, respectively. These elements

vested in full. Overall, the 2020 PSP

Award will vest on 28 August 2023 at

100% of maximum. Further details

on the outcomes are provided on

page 158.

The Committee considers that this

result appropriately reflects the

progress Bloomsbury has made over

the last three years, the underlying

financial performance and the

experience of our Shareholders.

The number of shares granted

under the 2020 PSP were broadly

comparable with the grants made

in prior years. Following a review,

the Committee was satisfied that

no “windfall gains” had arisen, and

the increase in the value of the

award reflected the value created for

Shareholders over the period.

All vested shares for Executive

Directors will be subject to an

additional two-year holding period,

which will ensure that awards to

Executive Directors will remain

aligned with our Shareholders for an

extendedperiod.

Wider workforce

remuneration and

employee engagement

To support our staff during the cost-

of-living crisis, all of our employees

(except Executive Directors) were

awarded a permanent £1,000 increase

in salary (£500 in India) in October

2022. In February 2023, a further

one-off cash payment was awarded to

all staff (except Executive Directors) of

£1,250 (£625 in India) to further help

with cost-of-living pressures.

Furthermore, the Board approved a

salary increase of 6% for our UK, US

and Australia staff, with effect from

1 March 2023. The increase for India

was 7%, reflecting market increases in

pay in that country.

For 2023/2024, the salary increases for

the Executive Directors will be lower,

with an annual increase of 4.9% with

effect from 1 March 2023.

Review of the

Remuneration Policy

and remuneration

arrangements for

2023/2024

The current Directors’ Remuneration

Policy was approved by Shareholders

at the 2020 Annual General

Meeting, with strong support from

our Shareholders with 95.5% of

votes cast in favour. In line with UK

reporting regulations, the Company

is required to submit a new Policy

to Shareholders for approval at the

2023AGM.

The scale and profitability of the

business has advanced significantly

over the three years since the last

Policy was adopted. This progress

demonstrates the strength, resilience

and success of Bloomsbury’s strategy

of publishing for both the consumer

and academic markets and growing

both digital revenues and global

diversification. The Group continues

to be ambitious regarding its future

prospects. Our long-term strategy is

to continue our success in investing

in high value intellectual property and

building digital channels, increasing

quality revenues and earnings.

In this context the Committee

undertook a comprehensive review

of our approach to pay to ensure

that it continues to incentivise the

sustainable delivery of the Board’s

strategy, strong financial performance

and the creation of long-term

Shareholder value.

The Committee was satisfied that

our overall executive remuneration

structure remains appropriate. The

combination of an annual bonus

and long-term performance share

plan (PSP) is strongly aligned to the

execution of the strategy and is

consistent with mainstream market

practice. We are updating the policy

with a modest increase to the bonus

and PSP opportunity, to provide

increased incentivisation that is more

appropriate for the business today.

A summary of the key changes to the

Policy is:

• Pension reduction – as from 1

March 2023, Executive Director

retirement benefits aligned with

those of the wider workforce, with

pension contributions of 7% of

salary;

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144

Bloomsbury Publishing Plc

Directors’ Remuneration Report

continued

• Increase in incentive opportunity

– an increase to the ongoing

maximum for the annual bonus and

PSP from 100% to 120% of salary.

The proposed increase is intended

to provide additional leverage to

align with the scale of our strategic

ambitions, while also reflecting

the significant increase in the size

of the business since the time

that the Policy was last renewed.

Commensurate with the increases

to incentive opportunities, the

proposed targets for the 2023

PSP Award have been increased

to reflect the additional upside

opportunity in 2023 grants; and

• Introduction of bonus deferral

mechanism – any bonus earned

in excess of 100% of salary will be

deferred into shares for two years

until the relevant Executive Director

meets the shareholding guideline

of 200% of salary.

The Committee is keen to ensure

that performance measures for

PSP awards are simple, reward

the successful execution of the

Company’s strategy, support long-

term sustainable performance

and align with the Shareholders’

interests. The performance measures

attached to the 2023 PSP Award

will continue to be based on EPS,

Non-Consumer operating profit and

Consumer operating profit. The BDR

revenue metric will be replaced by

an international revenue metric; the

Committee is initially proposing a

5% weighting on this objective to

ensure that the primary focus remains

on bottom line financial results. The

proposed targets and weightings are

set on pages 150 to 151.

Currently, we include ESG targets

within the strategic element of the

bonus. As part of the review, the

Committee explored potentially

incorporating ESG based measures

into the PSP. Although there were

merits associated with this approach,

at this stage, we had concerns

regarding the ability to set robust

and stretching three-year targets.

Wewill keep this matter under

review, and, over the coming year, we

intend to road-test metrics linked to

our broader ESG strategy to assess

the suitability of the measures for

inclusion in future PSP awards.

The annual bonus for 2023/2024

will continue to be based on a

combination of financial and

operational metrics.

Prior to finalising our proposals,

we engaged with Shareholders

on the proposed changes to the

Directors Remuneration Policy and

the performance measures under the

Annual Bonus and PSP, and received

input from Shareholders representing

over 68% of Bloomsbury’s share

capital. The feedback received was

supportive of the proposed changes

and the final proposals reflect this

feedback. The Committee was

pleased with the level of support from

investors and valued the contributions

received as it helped to frame our

discussions and facilitate a robust

decision-making process.

2023 AGM

Alongside the resolutions for the

revised Directors Remuneration Policy

and the Annual Remuneration Report,

we are also seeking approval for two

new share plans, to replace the current

share plans, the 2014 Performance

Share Plan, which will be used to grant

PSP awards, and the 2014 Sharesave

Plan. The two new share plans are

the 2023 Executive Share Plan and

the 2023 Sharesave Plan for the wider

workforce. Although the current share

plans are due to expire next year,

we have decided to seek approval

of the new plans this year alongside

the Policy review for simplicity.

These proposed plans are aligned

with current best practices and the

proposed Directors’ Remuneration

Policy. Full summaries of these plans

can be found in the Notice of AGM.

Over a number of years, the

Committee has sought to take a

measured approach to pay, regularly

engaging with Shareholders on key

decisions, and we intend to maintain

this approach.

We hope that you will find this 2023

Remuneration Report clear and

helpful and, of course, we welcome

any feedback or questions.

John Bason

Chair of the Remuneration Committee

30 May 2023

Stock code: BMY

Annual Report and Accounts 2023

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Governance

Part A – Remuneration Policy Report

Introduction

The Directors’ Remuneration Policy is

set out in this section. This Policy will

be put to a binding Shareholder vote

at the AGM on 18 July 2023 and, if

approved, will immediately come into

effect from this date.

In determining the Remuneration

Policy, the Committee applies the key

principles that remuneration should:

• Attract and retain suitably high

calibre Executive Directors and

ensure that they are motivated

to achieve the highest levels of

performance including delivering

strategic initiatives and objectives

and driving sustainable long-term

value for Shareholders;

• Align the interests of the

Executive Directors with those

of the Shareholders and wider

stakeholders; and

• Not pay more than is necessary.

In determining the new Policy,

the Committee followed a

robust decision-making process.

The Committee discussed the detail

of the Policy over a series of meetings

in 2022 and early 2023, taking into

account the strategic priorities of the

business, evolving market practice

and investor guidance. In line with

the 2018 UK Corporate Governance

Code (the “Code”), the Committee

also assessed the Policy against

the principles of clarity, simplicity,

risk management, predictability,

proportionality and alignment to

culture.

A summary of these principles, and how the proposed Policy reflects these, is set out below:

Principle How the Committee has addressed these

Clarity – Remuneration arrangements

should be transparent and promote

effective engagement with

Shareholders and the workforce.

The Committee is satisfied that the remuneration arrangements in the Policy

comprising simple incentive structures are transparent, and the rationale behind

decisions relating, in particular, to targets, metrics and outcomes is discussed in

detail in this Remuneration Report. Furthermore, performance is aligned with the

Company’s strategy and the interests of all stakeholders.

Simplicity – Remuneration structures

should avoid complexity and their

rationale and operation should be

easy to understand.

The Company’s remuneration arrangements are commonplace in the market.

Apriority in revising the Policy in 2022/2023 was ensuring share incentive and

bonus schemes were designed with simplicity and that the metrics and targets

were understood by the Executive Directors and senior management.

Risk – Remuneration arrangements

should ensure reputational and other

risks from excessive rewards, and

behavioural risks that can arise from

target-based incentive plans, are

identified and mitigated.

The Committee may adjust the formulaic outcome where it believes the outcome

does not reflect the Committee’s assessment of the underlying financial or non-

financial performance of the Company/individual or is not appropriate in the

context of circumstances that were unexpected, or unforeseen, at the start of the

bonus year.

Furthermore, all variable pay awards are subject to malus and clawback

provisions.

Predictability – The range of possible

values of rewards to individual Directors

and any other limits or discretions

should be identified and explained at

the time of approving the policy.

There are defined threshold and maximum pay scenarios for fixed elements of

remuneration (base salary, pension and benefits) and performance-based variable

elements (cash bonus and PSP) pertaining to each Executive Director. These

reward scenarios are set out on page 153.

Proportionality – The link between

individual awards, the delivery

of strategy and the long-term

performance of the Company should

be clear. Outcomes should not reward

poor performance.

There is a clear and direct link between Group performance and individual

rewards under the annual bonus and PSP. Targets will be appropriately stretching

and no variable remuneration would be payable if the performance thresholds are

not achieved. We believe total remuneration should fairly reflect performance of

the Executive Directors and the Group as a whole, taking into account underlying

performance and Shareholder experience.

Alignment to culture – Incentive

schemes should drive behaviours

consistent with Company purpose,

values and strategy.

The Committee formulated a Policy that aligned with the Company’s purpose,

values and strategy. The annual bonus is made up of a combination of financial

and strategic objectives, thereby incentivising the annual delivery of financial and

strategic goals. The PSP metrics are aligned to the main strategic objectives of

delivering sustainable profit growth and Shareholder return.

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continued

Throughout this Policy review process,

input was sought from both the

management team, while ensuring

that conflicts of interests were suitably

mitigated, and the Committee’s

independent advisors. The

Committee also consulted with major

Shareholders, their representatives

and institutional proxy agencies, as

outlined on page 145.

Having reviewed its key design

features, the Committee is satisfied

that the overall structure of

remuneration remains appropriate.

The combination of an annual bonus

and long-term performance share plan

(PSP) is strongly aligned to execution

of the strategy and remains consistent

with mainstream market and best

practice. However, we are proposing

a modest increase to the leverage

within the package, to provide

greater performance focus and

reflect the enhanced size and scale of

the business.

Key changes to the new Policy

include:

• Pensions reduction – As previously

communicated, incumbent

Executive Director retirement

benefits will be aligned with

the wider workforce rate from

1 March 2023. This represents an

overall reduction from 15% of salary

to 7% of salary;

• Incentive opportunity – Increase

to the ongoing maximum for the

annual bonus and PSP from 100%

to 120% of salary; and

• Introduction of bonus deferral

mechanism – Any bonus earned

in excess of 100% of salary will be

deferred into shares for two years

until the relevant Executive Director

meets their shareholding guideline.

Other minor changes have been made

to the Policy to increase flexibility

and transparency as well as aid its

operation and to reflect evolving

market practice.

Consideration of

Shareholder views

As part of this year’s Policy review,

theRemuneration Committee

engaged directly with major

Shareholders and their representative

bodies. Overall our Shareholders were

supportive of the changes proposed,

and all feedback received during this

process was carefully considered by

the Committee.

The Remuneration Committee will

seek to engage directly with major

Shareholders and their representative

bodies should any material changes

be proposed to the Remuneration

Policy at any time.

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Governance

Remuneration Policy for Executive Directors – Policy Table

The following table summarises each element of the Remuneration Policy for the Executive Directors, explaining how each

element operates and links to the corporate strategy.

Element

Purpose and link

tostrategy Operation Maximum opportunity Performance targets

Salary • Reflects the value of

the individual and

their role.

• Reflects skills and

experience over time.

• Provides an

appropriate level of

basic fixed income

avoiding excessive

risk taking arising

from over-reliance on

variable income.

• Normally reviewed

annually and effective

1 March, although

salaries may be

reviewed more

frequently or at

different times of the

year if the Committee

determines that this is

appropriate.

• Takes into account

the role, personal

experience and

performance, business

performance, wider

workforce policies,

and comparisons

against companies

with similar

characteristics and

sector comparators.

• No maximum base

salary or maximum

salary increase

operated.

• Annual increases are

typically linked to those

of the wider workforce,

but with scope for

higher increases in

circumstances including

(but not limited to):

• Change in role.

• Where salaries are

below market levels.

• Enhanced performance

and experience of the

individual.

• N/A.

Pension • Provides role-

appropriate retirement

benefits.

• Opportunity for

Executive Directors

to contribute to their

own retirement plan.

• Defined contribution/

salary supplement

or cash payment

in lieu of pension

contribution.

• The maximum

contribution rate will

be in line with the

employer contribution

rate (currently 7% of

salary) available to the

wider UK workforce.

• N/A.

Other

benefits

• To aid retention and

recruitment.

• Benefits include, but

are not limited to:

company car or car

allowance, and the

provision of private

medical/permanent

health insurance and

life assurance.

• There is no maximum,

but benefits will be

appropriate in the

context of the role.

• N/A.

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Element

Purpose and link

tostrategy Operation Maximum opportunity Performance targets

Annual

bonus

• Incentivises annual

delivery of financial

and strategic goals.

• Maximum bonus only

payable for achieving

demanding targets.

• Normally paid in cash.

• In the event that an

Executive Director

does not meet

their shareholding

guideline at the

time of payment,

any bonus earned

in excess of 100% of

salary will normally be

deferred into shares

for two years.

• Not pensionable.

• Performance assessed

over a one year

period.

• Measures and targets

are set each year,

normally based on the

Group’s business plan

as at the start of the

financial year.

• Annual bonus

outcomes are typically

determined by the

Committee following

the year end based on

performance against

pre-determined

objectives.

• Where awards

are deferred into

shares, dividends (or

equivalents) may be

payable on any shares

that vest.

• 120% of salary. • Group financial

objectives (majority).

• Strategic objectives,

including personal

objectives (minority).

• Performance measures

may be varied year-

on-year based on the

Company’s strategic

priorities.

• The level of payout for

threshold performance

will vary depending

on the nature of the

measure and the

stretch of the targets.

For performance

between threshold

and maximum hurdles,

award levels are

appropriately scaled.

• The Committee may

adjust the formulaic

outcome where it

believes the outcome

does not reflect

the Committee’s

assessment of the

underlying financial

or non-financial

performance of the

Company/individual

or is not appropriate

in the context of

circumstances that

were unexpected or

unforeseen at the start

of the bonus year.

• Malus and clawback

provisions apply.

Further details set

out below.

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Annual Report and Accounts 2023

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Governance

Element

Purpose and link

tostrategy Operation Maximum opportunity Performance targets

Long term

incentives:

Performance

Plan (PSP)

• Aligned to main

strategic objectives of

delivering sustainable

profit growth and

Shareholder return.

• Annual grant of

nil cost options or

conditional awards

(or economic

equivalent), which

normally vest subject

to continued service

and performance

targets assessed over

three years.

• Any vested shares

must normally be

held by the Executive

Director for a further

two years.

• Dividend (or

equivalents) may be

payable to the extent

that shares under

award vest.

• Normal grant policy is

120% of basic salary

in respect of any

financial year.

• Consistent with

the previously

policy approved by

Shareholders, enhanced

award levels may be

granted up to 150%

of salary (e.g. upon an

Executive Director’s

appointment).

• Vesting of PSP awards

will be based on

performance against

relevant financial and

strategic non-financial

metrics as determined

by the Committee.

• For awards granted

in 2023, vesting

will be based on

EPS (60%), Non-

Consumer operating

profit (17.5%),

Consumer operating

profit (17.5%)

and International

revenue (5%).

• Up to 25% of awards

will vest at threshold

performance

increasing to full

vesting at maximum

performance levels.

• The Committee may

adjust the formulaic

outcome where it

believes the outcome

does not reflect

the Committee’s

assessment of the

underlying financial

or non-financial

performance of the

Company/individual

or is not appropriate

in the context of

circumstances that

were unexpected or

unforeseen at the time

of grant.

• Malus and clawback

provisions apply.

Further details set

out below.

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Directors’ Remuneration Report

continued

Element

Purpose and link

tostrategy Operation Maximum opportunity Performance targets

All-employee

share plans

• To encourage

employee share

ownership by

employees and

therefore alignment

with Shareholders.

• Eligible to participate

in any HMRC-

approved all-

employee plan on the

same basis as other

employees.

• The Company

currently operates an

HMRC tax-advantaged

savings plan to

fund the exercise of

share options over

three or five-year

savings arrangements

(Sharesave).

• The exercise price

may be discounted by

up to 20%.

• Provides tax

advantages to UK

employees.

• Prevailing HMRC

limitsapply.

• N/A.

Notes to the Policy table:

1. A description of how the Company intends to implement this Policy in 2023/2024 is set out in the Annual Report on Remuneration.

2. The choice of the performance metrics applicable to the annual bonus or long term incentive scheme will reflect the Company strategy at the time of grant.

Targets are set by the Committee taking into account internal and external reference points, including the Company’s business plan, to ensure that they are

appropriately stretching.

Annual bonus – The annual bonus metrics are designed to provide an appropriate balance between incentivising Executive

Directors to meet financial targets for the year and to deliver on specific strategic objectives to ensure the business is well

positioned to deliver sustainable financial growth and Shareholder value in the future. The annual bonus performance

targets are therefore based on a combination of financial, operational and strategic objectives, which provide clear

alignment to the Company’s KPIs and strategic priorities.

PSP – For the 2023 PSP Award, the Committee has taken the opportunity to review performance metrics to ensure that they

continue to support the strategic ambitions of the Company as well as the creation of sustainable value for Shareholders.

The Committee continues to consider EPS an appropriate measure that encourages management to grow earnings for

Shareholders over the longer term. Consumer and Non-Consumer profit targets have been included this year to align with

the Company’s strategy of growing our product portfolio and our digital presence in a sustainable and balanced way. The

previous BDR revenue metric has been replaced with a metric linked to international expansion. With the evolution and

growth of the BDR strategy, it has now been fully integrated within the Academic and Professional Division. Therefore, the

Committee is satisfied that continued growth in BDR will be key to the delivery of our Non-Consumer profit targets. The new

targets relating to international revenue aligns with our strategic ambition to increase revenue outside of the UK in order

to further diversify the business. The Committee will keep the measures and weightings under review for future awards to

ensure that they support the long-term success of the Company.

Stock code: BMY

Annual Report and Accounts 2023

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Governance

Malus and clawback

provisions

The annual bonus and PSP

incorporate malus and clawback

provisions. These enable the

Company to reduce the size of

unvested awards and to claw back

awards for up to three years following

the date when the performance

outcome is determined, and in

respect of the PSP, three years from

the date of vesting. The circumstances

under which malus and clawback may

be applied include:

• Material misstatement in the

Company’s financial results;

• Assessment of performance

conditions based on an error,

or on inaccurate or misleading

information;

• Serious misconduct on the part of

the participant;

• Serious reputational damage; and

• Material corporate failure.

The above circumstances apply for

all annual bonus and PSP awards

made from 2020 onwards. The

Committee is satisfied that the above

provisions provide robust safeguards

against inappropriate payment of

incentiveawards.

Further details

The Committee reserves the right to

make remuneration payments and

payments for loss of office (which

includes exercising related discretions)

that are not in line with this 2023

Policy if the terms of the payment

were agreed:

1. Before the Policy came into effect,

if the payment was made in line

with the policy in force at the time

or was otherwise approved by

Shareholders; and

2. At a time when the recipient was

not subject to the Policy, provided

the Committee does not consider

the payment to have been made

in consideration of the recipient

becoming subject to the Policy.

For these purposes “payment” means

any payment that would otherwise be

subject to the Policy and, in relation to

a share award, will not be considered

to have been “agreed” any later than

the date of grant.

The Committee may make minor

amendments to the Policy (e.g. for

regulatory, exchange control, tax or

administrative purposes or to take

account of a change in legislation)

without obtaining Shareholder

approval for that amendment.

Awards granted under the Company’s

share plans will be operated in

accordance with the relevant plan

rules and applicable regulations.

Under the plan rules, the Committee

retains a number of discretions

concerning the operation of the

Company’s share plans. This includes:

• Determining the participants

(including for Executive Directors

and below the Board), timing

of grants, size of awards and

performance conditions;

• Determining the vesting of awards,

including both the timing and level

of vesting;

• Where possible under the plan

rules, determining that awards

may be settled in cash rather than

shares, where the Committee

considers this appropriate (e.g. due

to local securities law); and

• Making adjustments in accordance

with the relevant provisions of

the relevant plan rules, including

adjustments to awards to reflect

one off corporate events, such

as a change in the Group’s

capitalstructure.

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Directors’ Remuneration Report

continued

Reward scenarios

The remuneration package comprises both fixed elements (base salary, pension

and benefits) and performance-based variable elements (cash bonus and

PSP). The structure of the remuneration packages for on-target and stretch

performance for each of the Executive Directors for 2023/2024, in line with the

Remuneration Policy, is illustrated in the bar charts below.

Notes:

1. The minimum performance scenario comprises the fixed elements of remuneration only, based on

salary, pension and car allowance as per policy for 2023/2024.

2. The target level of bonus is assumed to be 50% of the maximum bonus opportunity (120% of salary),

and the target level of PSP vesting is assumed to be 50% of the face value assuming a normal

grant level (120% of salary). These values are included in addition to the components/values of

minimumremuneration.

3. Maximum assumes full bonus payout (120% of salary) and the full face value of the PSP (120% of

salary), in addition to fixed components of remuneration.

4. In addition, a further performance scenario, comprising fixed pay and the maximum value of incentive

arrangements with 50% share price growth applied to the PSP, has been included.

5. Basic salaries, pension and car allowance used are effective as at 1 March 2023.

6. For simplicity, no share price growth (other than in the scenario stated above) has been factored into

the calculations. The value of any Sharesave awards and notional dividends accruing on vested PSP

shares has been excluded.

Executive Director

share ownership

guidelines

Under the guidelines, the Executive

Directors are expected to build and

maintain a shareholding equivalent

to 200% of basic salary with no upper

limit on the number of shares they

may hold. Executive Directors are

expected to retain all shares arising

from vested PSP awards (net of tax) or

purchase shares until the shareholding

guidelineis met. Any annual bonus

earnt in excess of 100% of salary will

be deferred into shares for a two

year holding period until the relevant

Executive Director has met their

shareholding guideline.

Executive Directors are also subject

to a post-employment Shareholding

Guideline. After ceasing to be an

Executive Director, individuals will be

expected to maintain a shareholding

equivalent to 200% of salary (or

actual shareholding if lower), tapering

down to nil over two years. This

guideline applies to shares vesting

after the 2020 AGM and may be

disapplied in certain cases (e.g. due to

compassionate circumstances).

Approach to

recruitment and

promotions

The remuneration package for any

new Executive Director would be set

in accordance with the terms of the

Company’s approved Remuneration

Policy at the time of appointment

and take into account the skills and

experience of the individual, the

market rate for a candidate of that

experience and the importance of

securing the relevant individual.

All remuneration components, as

set out in the Policy Table above,

would typically apply to a new

Executive Director appointment.

Salary would be provided at such a

Nigel Newton - Chief Executive (£’000)

2,000

MaximumTargetMinimum

Maximum

+share price

appreciation

1,500

1,000

500

2,500

Fixed elements Bonus PSP Share price appreciation

26%

£587

£1,212

£1,838

£2,151

100% 48% 32% 27%

29%

34%

26%

29%

15%

Penny Scott-Bayfield - Finance Director (£’000)

Fixed elements Bonus PSP Share price appreciation

1,000

MaximumTargetMinimum

Maximum

+share price

appreciation

500

1,500

26%

£353

£744

£1,136

£1,331

100% 48% 32% 27%

29%

34%

26%

29%

15%

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Governance

level as required to attract the most

appropriate candidate and may be

set initially at a below market level on

the basis that it may progress once

expertise and performance has been

proven and sustained. Pensions and

related benefits would normally be

set in line with the wider workforce.

New appointments would be eligible

to participate in the incentive plans

up to the maximum limits set out

in the Policy Table. In addition, the

Committee may offer additional

cash and/or share-based elements

to replace remuneration and/or

contractual terms forfeited on joining

the Company. It would seek to ensure,

where possible, that these awards

would be consistent with awards

forfeited in terms of vesting periods,

expected value and performance

conditions.

For an internal Executive Director

appointment, any variable pay

element awarded in respect of the

prior role may be allowed to pay out

according to its terms. In addition,

any other ongoing remuneration

obligations existing prior to

appointment may continue.

For external and internal

appointments, the Committee may

agree that the Company will meet

certain relocation and/or incidental

expenses as appropriate.

If appropriate, the Committee

may agree, on the recruitment of

a new Executive Director, a notice

period in excess of 12months, but

to reduce this to 12 months over a

specifiedperiod.

The remuneration package for

a newly appointed independent

Non-Executive Director would be

set in accordance with the approved

remuneration policy in force at that

time. Newly appointed independent

Non-Executive Directors would not

receive pension benefits or variable

remuneration.

Service contracts for

Executive Directors and

payments for loss of

office

Service contracts of the Executive

Directors are not of a fixed term and

are terminable by either the Company

or the Director under a notice period

of up to 12 months by either party.

At the Board’s discretion, early

termination of an Executive Director’s

service contract may be undertaken by

way of payment of salary and benefits

in lieu of the required notice period

(or shorter period where permitted

by the contract of service or where

agreed with the Executive Director)

and the Committee would take such

steps as necessary to mitigate the loss

to the Company and to ensure that

the Executive Director observed their

duty to mitigate loss.

On termination, the Committee

may also make payments in lieu

of accrued holiday, incidental

expenses, outplacement services and

payments relating to post-termination

restrictions, as appropriate. Any

statutory entitlements or sums

to settle or compromise claims

in connection with a termination

(including, at the discretion of the

Committee, reimbursement for

legal advice) would be paid as the

Committee considers necessary.

Annual bonus may be payable, at the

discretion of the Committee, with

respect to the period of the financial

year served, although it will normally

be prorated for time and paid at the

normal payout date. Any share-based

entitlements granted to an Executive

Director under the Company’s share

plans will be determined based on

the relevant plan rules. However, in

certain prescribed circumstances,

such as death, ill health, injury,

disability, redundancy, retirement,

sale of employing business or other

circumstances at the discretion of

the Committee, “good leaver” status

may be applied. For good leavers,

PSP and deferred bonus awards will

normally vest at the normal vesting

date, with PSP awards vesting subject

to the satisfaction of any relevant

performance conditions at that

time and reduced pro rata to reflect

the proportion of the performance

period actually served. However,

the Committee has the discretion

to determine that awards vest at

cessation of employment and/or not

to prorate awards.

The service contracts for Executive

Directors are available for inspection

at the Company’s registered office.

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Directors’ Remuneration Report

continued

Remuneration Policy for Non-Executive Directors

The Policy on Non-Executive Director fees is set out below.

Purpose and link

tostrategy

• Reflects responsibilities and time commitments of each role.

• Reflects fees paid by similarly sized companies.

Operation • The Non-Executive Chairman and Non-Executive Directors receive an annual fee for carrying

out their duties.

• Additional fees may be payable for chairing Board Committees and/or to reflect additional

time commitments and responsibilities if appropriate.

• Fees are normally paid monthly in cash.

• Where appropriate certain benefits (including travel, expenses and associated taxes) may

beprovided.

• Fee levels are reviewed on a periodic basis, with reference to the time commitment

and responsibilities of the role and market levels in companies of comparable size

andcomplexity.

Maximum opportunity • No maximum fee or maximum fee increase operated.

• Annual increases are typically linked to those of the wider workforce, time commitment and

responsibility levels.

• Details of current fee levels are set out in the Annual Report on Remuneration.

Performance targets N/A

The annual fees of Non-Executive

Directors, excluding the Chairman, are

determined by the Chairman and the

Executive Directors. The annual fee

of the Chairman is determined by the

Committee (excluding the Chairman).

The Non-Executive Directors do not

participate in the Company’s incentive

schemes.

Each of the Non-Executive Directors

has similar general terms for their

agreement, which can be found

on Bloomsbury’s website at www.

bloomsbury-ir.co.uk. The agreements

provide for three months’ notice

by the Director or by the Company

with the option for the Company to

terminate an appointment at any

time on payment of three months’

fees in lieu of notice. All Directors’

appointments are subject to annual

reappointment at each AGM.

Termination of the agreements is

without compensation.

Consideration of

employment conditions

elsewhere in the Group

The Committee is updated during

the year on workforce remuneration

policies, including variable pay

schemes and benefits for employees

across the Company as a whole, and

takes these into account when setting

the Policy for Executive Directors.

Remuneration arrangements below

Board tend to be skewed more

towards fixed pay with less of a

focus on share-based long-term

incentive pay. These differences

have arisen from the development of

remuneration arrangements that are

market competitive for the various

categories of individuals. For example,

participation in the PSP is limited to

our most senior employees.

Under its terms of reference, the

Committee is responsible for

approving the design of, and

determining targets for, performance

related pay schemes operated by the

Company for the wider workforce.

The Committee also considers the

general basic salary increase for the

wider workforce when determining

the annual salary increases for the

Executive Directors. The Company’s

CEO pay ratio, as well as the relative

increase in the Chief Executive’s pay

for the year under review as compared

with that of the general workforce,

is set out in the Annual Report on

Remuneration. The Committee also

considers environmental, social and

governance issues, and risk when

reviewing Executive pay quantum

andstructure.

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Part B

1 (AUDITED INFORMATION) Single total figure table of remuneration for 2022/2023

Directors’ remuneration for 2022/2023

Details of the remuneration of each of the Directors are as follows:

Year ended

28 February

Basic

salary

or fees

£’000

Benefits

£’000

Annual

bonus

£’000

Long-term

incentives

4,5

£’000

Pension

benefits

£’000

Total

£’000

Total

fixed

remuneration

£’000

Total

variable

remuneration

£’000

Executive Directors

Nigel Newton 2023 497 29 482 1,087 47 2,142 573 1,569

2022 474 28 474 915 57 1,948 559 1,389

Penny Scott-Bayfield 2023 311 4 301 679 30 1,325 345 980

2022 296 4 296 474 33 1,103 333 770

Non-Executive Directors

Sir Richard Lambert 2023 121 – – – – 121 121 –

2022 115 – – – – 115 115 –

Steven Hall

2023 18 – – – – 18 18 –

2022 44 – – – – 44 44 –

John Bason

2023 41 – – – – 41 41 –

2022 – – – – – – – –

Leslie-Ann Reed 2023 46 – – – – 46 46 –

2022 43 – – – – 43 43 –

Baroness Lola

Young of Hornsey

2023 43 – – – – 43 43 –

2022 41 – – – – 41 41 –

Total 2023 1,077 33 783 1,766 77 3,736 1,187 2,549

2022 1,013 32 770 1,389 90 3,294 1,135 2,159

1. Steven Hall retired as a Non-Executive Director of the Company on 20 July 2022. His fees for the year are up until the date of his resignation.

2. John Bason joined the Board on 1 April 2022. His fees for the year are from the date of his appointment.

3. Figures shown for bonus payments relate to performance during the relevant financial year.

4. Figures shown for 2023 relate to PSP Awards granted in 2020 (at a share price of £2.09), which will vest following completion of the three-year performance on

28 August 2023. Vested shares will be subject to an additional two-year holding period. These awards have been valued using a three-month average share

price to 28 February 2023 of £4.4798 and are inclusive of dividend equivalents. Of these values, £530,883 and £331,602 relate to share price growth over the

performance period for Nigel Newton and Penny Scott-Bayfield, respectively.

5. Figures shown for 2022 relate to the PSP Awards granted in 2019 (at a share price of £2.30), inclusive of dividend equivalents, which vested following

completion of the three-year performance on 21 August 2022. The value of the award has been restated to reflect the share price on the day of vesting

of £4.25. Of these values, £385,907 and £199,875, relate to share price growth over the performance period for Nigel Newton and Penny Scott-Bayfield,

respectively.

Further details on each element of remuneration is set out under the relevant heading below.

Basic salary

The Executive Directors all received an increase in basic salary of 5% with effect from 1 March 2022, which was in line with

the average salary increases for all employees across the Group. They did not receive any further increases during the year.

Other employees also received an additional permanent £1,000 salary increase and one off cost of living payment of £1,250.

The basic salaries from 1 March 2022 were £497,244 and £310,911 for Nigel Newton and Penny Scott-Bayfield, respectively.

Other benefits

Benefits comprised a car or car allowance (excluding Penny Scott-Bayfield), medical cover, permanent health cover, life

assurance, the home working allowance, and Company schemes offered to staff generally, such as buying books for private

use at the staff discount rate and joining the Save-as-you-earn share plan.

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Pensions

From 1 March 2021, the Executive Directors pension contributions were 12% of salary. These were reduced to 9.5% of salary

from 1 March 2022.

Directors may elect to receive a cash alternative in lieu of payments by the Company into their private pension

arrangements.

Bonus for 2022/2023

The maximum bonus potential for 2022/2023 for Executive Directors was 100% of salary. The bonus is structured so that

25% is awarded at achievement of the Adjusted profit target. Any outperformance of this target will be used to fund the

remaining 75% of the bonus pool. Where the full bonus pool is not funded, bonuses would be pro-rated accordingly. For the

Executive Directors, 70% of the bonus relates to the profit element, and 30% relates to other strategic objectives.

Profit element

At the start of the year, the Committee set a stretching target for adjusted profit of £28 million after assessing various factors

including the Group’s budget and external analyst consensus forecasts. Bonus awards of 25% of maximum begin to accrue

at this level of profit until 60% of the bonus pool is self-funded. Outcomes of 75% of maximum required adjusted profit of

£28.7 million, with the maximum award payable for profit of £29.9 million.

As set out in the Chairman’s Statement and the Chief Executive’s Review, Bloomsbury delivered an excellent set of results for

the year ended 28 February 2023, achieving profit before taxation and highlighted items (“Adjusted Profit”) of £31.1 million.

Therefore, this element of the bonus was earned in full.

Strategic element

For the year to 28 February 2022, the Committee had decided that an inventory reduction target was no longer appropriate

given changes in operational priorities and the need to improve supply chain resilience and had amended the strategic

element of that year’s bonus scheme accordingly. However, before the start of the year to 28 February 2023, the Committee,

recognising the importance of mitigating supply chain challenges and printer capacity constraints, reintroduced an Inventory

related target, which sought to control the working capital invested while prioritising stock availability. The Committee,

therefore, approved five strategic objectives for the year to 28 February 2023, relating to earlier profit realisation,

Non-Consumer profitability, Consumer profitability, sustainability and inventory control.

Strategic objective Weightings Metric

Medium target

(pays 50%)

High target (pays

100%) Actual Achieved

Earlier profit realisation 7% Adjusted profit £26.1m £27.4m £29.7m 7%

Non-Consumer Division

Performance

8% Adjusted profit £8.6m £9.0m £13.1m 8%

Consumer Division

Performance

8% Adjusted profit £16.9m £17.7m £18.1m 8%

Inventory Control 3% Control working

capital

10% year on

year increase

5% year on year

increase

£40.8m 0%

Sustainability 4% Scope 1 and 2

emissions

6% reduction

to 447 absolute

Tonnes CO

15% reduction to

404 tonnes absolute

Tonnes CO

363 tonnes

absolute Tonnes CO

(location-based)

Total 30% 27%

By reference to the achievement of each Executive Director against the profit element and strategic element detailed

in the table above, the bonus was earned at 97% of the maximum of 100% of salary. The Committee considers the level

of award is reflective of the outstanding overall performance of the Group as well as the experience of our Shareholders

andemployees.

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Governance

Vesting of PSP Awards

The PSP Awards granted on 28 August 2020 (“2020 PSP Award”) are set to vest on 28 August 2023 based on performance

in the final financial year of a three-year period ending 28 February 2023. The performance conditions for this award are

as disclosed in previous Annual Reports. The level of vesting for the 2020 PSP Awards is as follows and the Committee

considers that this result appropriately reflects the progress Bloomsbury has made over the last three years:

Metric Performance condition

Threshold

target

Stretch

target

Actual % Vesting

EPS

(60% of awards)

EPS (final financial year) 17.8p 24.6p 30.56p 60% (out of a

maximum of 60%)

Non-Consumer Division

Operating Profit (15% of awards)

Operating profit (final financial year) £7.5m £12.8m £13.1m 15% (out of a

maximum of 15%)

Consumer Division Operating

Profit (15% of awards)

Operating profit (final financial year) £10.4m £11.6m £18.1m 15% (out of a

maximum of 15%)

BDR

(10% of awards)

BDR revenue (final financial year) £14.9m £17.3m £26.2m 10% (out of a

maximum of 10%)

Total estimated vesting

of 2020 PSP Awards

100%

1. Vesting is subject to an underpin whereby the Committee will consider the underlying performance of the business and may apply discretion should it

conclude it is appropriate to do so. On review, the Committee was satisfied that the outcome was consistent with Company performance over the last

three years.

2. The level of vesting for achievement between threshold (0%) and stretch targets (100%) is calculated on a straight-line basis. There is no additional vesting for

achievement above the stretch target.

Based on the above, values for the 2020 PSP Awards are as follows:

Executive Type of award

Number

of shares at

grant

Number

of shares

to lapse

Number

of shares

to vest

Number

of Dividend

Total

Estimated

value

£’000

Nigel Newton PSP (Conditional awards) 222,142 – 222,142 20,395 242,537 1,087

Penny Scott-Bayfield 138,755 – 138,755 12,739 151,494 679

1. Dividend Shares are in lieu of dividends that would have accrued on the “Number of shares to vest” if held by the participants from the date of grant up to

the date of vesting of awards.

2. Estimated value is calculated using a three-month average share price to 28 February 2023 of £4.4798. The actual value of shares received will vary depending

on the share price at the vesting date.

Vested shares will be subject to a two-year holding period to ensure the Executive Directors remain aligned with our

Shareholders.

PSP Awards granted during 2022/2023

Details of PSP Awards granted in 2022/2023 (“2022 PSP Award”) are as follows:

Executive Scheme Date of grant Date of vest

Basis of

award

(% of base

salary)

Face value

£’000

Vesting at

threshold

Vesting at

maximum

Performance

period

Nigel Newton

PSP

(Conditional

awards)

10 Aug 2022 10 Aug 2025 100% 497 0% 100%

3 years to

28 February

2025

Penny

Scott-Bayfield

10 Aug 2022 10 Aug 2025 100% 311 0% 100%

1. Face value was determined using a share price of 418p (closing mid-market price of a share on the dealing day before the grant was made).

Performance conditions in respect of the 2022 PSP Award

Metric Weighting 0% vesting 25% vesting 100% vesting

EPS (before highlighted items) 60% 28.7p 30.2p 35.4p

Non-Consumer Operating Profit 15% £9.8 million £10.9 million £14.3 million

Consumer Operating Profit 15% £18.1 million £20.0 million £25.8 million

Bloomsbury Digital Resources (BDR) Revenue 10% £22.3 million £24.3 million £30.3 million

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The awards for Executive Directors are subject to malus and clawback provisions and to a two-year post-vesting holding

period. During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a

clawback provision. The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not

reflect the Committee’s assessment of the underlying performance of the Company/individual.

Payments to past Directors

There were no payments to past Directors during the year.

Payments for loss of office

There were no payments for loss of office during the year.

Outstanding share awards

PSP Awards

PSP conditional share awards have been granted for nil consideration over Ordinary shares of 1.25 pence in the Company

under the Bloomsbury 2014 Performance Share Plan (“2014 PSP”). The number of PSP conditional shares awarded is

normally calculated based on the closing mid-market share price prevailing on the day before the date of grant. The

following PSP conditional shares awarded to the Executive Directors were outstanding during the year:

Date of

PSP award

Due date of

exercise/

expiry

Price at

grant date

(pence)

1 March

2022

Awarded

during

the year

Exercised

during

the year

Lapsed

during

the year

Share price

on date of

exercise

(pence)

February

2023

Nigel Newton 21 August

2019

21 August

2022 230.00p 197,901 – 197,901 – 413 –

28 August

2020

28 August

2023 209.00p 222, 142 – – – – 222,142

24 August

2021

24 August

2024 351.00p 134,918 – – – – 134,918

10 August

2022

10 August

2025 418.00p – 118,957 – – – 118,957

Penny

Scott-Bayfield

21 August

2019

21 August

2022 230.00p 102,500 – 102,500 – 413 –

28 August

2020

28 August

2023 290.00p 138,755 – – – – 138,755

24 August

2021

24 August

2024 351.00p 84,273 – – – – 84,273

10 August

2022

10 August

2025 418.00p – 74,303 – – – 74,303

PSP Awards performance targets

Performance measures and targets for the 2020 PSP Award are detailed on page 158.

Performance measures and targets for the 2021 PSP Award are set out below:

Metric Weighting 0% vesting 25% vesting 100% vesting

EPS (before highlighted items) 60% 17.9p 19.8p 25.2p

Non-Consumer Operating Profit 15% £7.8 million £9.2 million £13.6 million

Consumer Operating Profit 15% £10.9 million £11.9 million £14.9 million

Bloomsbury Digital Resources (BDR) Revenue 10% £15.0 million £16.0 million £19.0 million

Performance measures and targets for the 2022 PSP Award are detailed on page 158.

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Governance

Sharesave options

Bloomsbury operates an HMRC-approved Sharesave scheme in respect of which all UK employees are eligible to participate.

The following Sharesave options granted to the Executive Directors were outstanding at the year end:

1 March

2022

Granted

during

the year

Exercised

during

the year

Lapsed

during

the year

28 February

2023

Exercise

price

(pence) Date of grant

Date from

which

exercisable Expiry date

Penny

Scott-Bayfield 9,740 – 9,740 – – 184.8p 12 July 2019 Sept 2022 Mar 2023

Directors’ interests in shares

Under the current Remuneration Policy, Executive Directors are required to build up a shareholding in the Company equal

to 200% of their salary (“Shareholding Guideline”) to align their interests with that of Shareholders. Executive Directors are

expected to retain any vested shares (net of tax) until the Shareholding Guideline has been achieved.

Executive Directors are also subject to a post-employment Shareholding Guideline. After ceasing to be an Executive

Director, individuals will be expected to maintain a shareholding equivalent to 200% of salary (or actual shareholding

if lower), tapering down to nil over two years. This guideline applies to shares vesting after the 2020 AGM and may be

disapplied in certain cases (e.g. due to compassionate circumstances).

Shareholding Guidelines do not apply to the Chairman or Non-Executive Directors.

The interests of the Directors who served on the Board during the year are set out in the table below. There have been no

changes to those interests between 28 February 2023 and the date of this report.

Owned

PSP Awards

Sharesave

options

unvested

Total

28 February

2023

Shareholding

Guideline

achieved

28 February

20236

28 February

2022 Unvested Vested

Nigel Newton

1,424,669 1,306,694 476,017 – – 1,900,686 >200

Penny Scott-Bayfield

104,316 37,117 297,331 – – 401,647 154%

Sir Richard Lambert 10,317 10,317 – – – 10,317 N/A

John Bason

– – – – – – N/A

Steven Hall

– 3,271 – – – – N/A

Leslie-Ann Reed – – – – – – N/A

Baroness Young – – – – – – N/A

Total 1,539,302 1,357,399 773,348 – – 2,312,650

1. The Guideline requires that the Executive Director must retain shares vesting from the PSP Awards net of tax until the Shareholding Guideline of 200% has

been met. The number of shares needed to satisfy a shareholding is normally recalculated at the close of the next business day following the announcement

of the full year results (the “Review Date”). The share price used above is 459 pence (determined by the closing price of shares the day after annual results are

announced).

2. Owned includes shares held directly by the Director and indirectly by a nominee on behalf of the Director where the Director has the beneficial interest. It

includes the shares of the Director and of connected persons.

3. In respect of the vesting of the 2019 PSP Award, Nigel Newton acquired 215,386 shares (comprising 197,901 vested PSP shares and 17,485 dividend

equivalent shares), out of which 97,411 shares were sold to fund the tax liability and administrative fees arising on vesting. He retained the balance of

117,759shares.

4. In respect of the vesting of the 2019 PSP Award, Penny Scott-Bayfield acquired 111,556 shares (comprising 102,500 vested PSP shares and 9,056 dividend

equivalent shares) out of which 54,097 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting. She

retained a balance of 57,459 shares.

5. John Bason was appointed on 1 April 2022.

6. Steven Hall retired as a Non-Executive Director of the Company on 20 July 2022. The table above is reflective of his interests in shares on the date he

stepped down from the Board.

No Director has or has had any interest, direct or indirect, in any transaction, contract or arrangement (excluding service

agreements), which is or was, unusual in its nature or conditions or significant to the business of the Group during the

current or immediately preceding financial year.

Overall, the Committee considers that the Remuneration Policy has operated as it intended during 2022/2023 and

that the pay outcomes are aligned with the experience of Shareholders and other stakeholders over the relevant

performanceperiod.

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Implementation of Remuneration Policy in 2023/2024

(Subject to shareholder approval of the Policy at the 2023 AGM)

Salary

Annual salary increases for the Executive Directors and senior management are normally aligned with the approach adopted

for the wider workforce, other than in specific circumstances (e.g. adjustments to reflect change in role). The Committee is of

the view that this continues to be a good discipline as it increases consistency in the approach to pay across the workforce.

From 1 March 2023, the Executive Directors received a pay increase of 4.9%. The increase for the general workforce was 6%.

Basic salaries for the Executive Directors are as follows:

Executive Director

From

1 March

2023

£’000

Nigel Newton 522

Penny Scott-Bayfield 326

Pension and benefits

In 2023/2024, pension contributions (as a percentage of base salary) for Executive Directors will be at 7%, in line with the rate

for the wider workforce.

There will be no changes to other benefits.

Annual bonus

The maximum annual bonus opportunity for 2023/2024 will be set at 120% of salary. The structure of the bonus scheme will

be the same as for 2022/2023. Where the full bonus pool is not funded, bonuses will be pro-rated accordingly. The maximum

bonus will be measured against achieving a Group profit target for the majority segment and a minority segment of strategic

objectives. As sustainability forms a key part of the Company’s overall strategy, the strategic element includes targets

relating to our goal to reduce Scope 1 and Scope 2 emissions by 2030. When determining annual bonuses, the Committee

will consider both financial and strategic performance of the Group over the year, taking into account overall affordability.

Specific measures and targets will be disclosed retrospectively in the Annual Report on Remuneration.

Where an Executive Director has not met their shareholding guidelines, any bonus in excess of 100% of salary will normally

be expected to be deferred into shares for two years.

To the extent any annual bonus is payable to the Executive Directors, the Committee will be mindful of the experience of all

our stakeholder groups over the year, in particular the wider employee population.

Any bonus payable will be subject to malus and clawback provisions.

Long-term incentives

Annual PSP Awards will be granted to Executive Directors in 2023/2024 (“2023 PSP Award”) at 120% of salary. When granting

awards, the Committee will consider the share price on the grant date as well as the average price used to grant awards over

multiple years.

The performance targets for the 2023 PSP Award have been significantly increased from prior awards, reflecting the scale

and ambition of the Group plans, and the increase to award opportunities.

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Governance

The 2023 PSP Award will be subject to the following performance measures:

Metric Weighting

0% of salary

vesting

100% of

salary vesting

120% of

salary vesting

EPS (before highlighted items) 60% 28.7p 39.7p 41.9p

Non-Consumer Operating Profit 17.5% £11.4 million £15.8 million £16.7 million

Consumer Operating Profit 17.5% £20.4 million £28.9 million £30.6 million

International Revenue 5% £115.9 million £141.4 million £146.5 million

The awards for Executive Directors will be subject to malus and clawback provisions and to a two-year post-vesting holding

period.

During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a clawback

provision. The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not reflect the

Committee’s assessment of the underlying performance of the Company/individual.

The Remuneration Committee has approved that the Executive Directors may participate in the Company’s

Sharesavescheme.

Non-Executive Directors

The Board has agreed that the Non-Executive Directors and Chairman should receive an increase to their fees of 6% in line

with the increase for the general workforce. At the 2023 AGM, Shareholders will be invited to approve an amendment to

the Articles of Association to increase the current limit to the aggregate annual fees for Non-Executive Directors (excluding

the Chairman) from £150,000 to £300,000. The Board will undertake a further review of the fees of the Chairman and

Non-executive Directors during 2023, to ensure they suitably reflect the role scope and time commitment associated with

the role.

Current annualised fees (inclusive of the 6% increase) are as follows:

Non-Executive Director Position

From

1 March

2023

£’000

Sir Richard Lambert Chairman of the Board, Chair of the Nomination Committee 128

John Bason Chair of the Remuneration Committee and Independent Non-Executive Director 48

Leslie-Ann Reed Chair of the Audit Committee and Senior Independent Director 48

Baroness Young Independent Non-Executive Director 46

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PART B

2 (UNAUDITED INFORMATION)

Performance graph and table

The chart below shows the Company’s Total Shareholder Return for the period from 28 February 2013 to 28 February

2023 compared to that of the FTSE SmallCap Media sector index over the same period. The index has been selected as it

represents a broad equity market index, of which the Company is a constituent member.

Feb 22 Feb 23Feb 21Feb 20Feb 19Feb 18Feb 17Feb 16Feb 15Feb 14Feb 13

Bloomsbury

FTSE SmallCap Media

100

200

300

400

500

600

Total Shareholder Return (rebased)

The total remuneration figures for the Chief Executive during each of the financial years of the relevant period are shown

in the table below. The annual bonus payout and PSP vesting level as a percentage of the maximum opportunity are also

shown for each of these years.

Year ending:

28 Feb

2014

28 Feb

2015

29 Feb

2016

28 Feb

2017

28 Feb

2018

28 Feb

2019

29 Feb

2020

28 Feb

2021

28 Feb

2022

28 Feb

2023

Total remuneration (£’000) 749 799 547 689 909 951 1,102 1,492 1,948 2,142

Annual bonus (%) 17% 16% 0% 42% 88% 92.5% 0% 30% 100% 97%

PSP vesting (%) 50% 56% 17% 0% 0% 0% 96% 100% 100% 100%

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Governance

Percentage change in remuneration of Directors and employees

In line with the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table

below shows the percentage change in the base salary/fees, benefits and annual bonus between the financial years ended

29 February 2020 and 28 February 2021, 28 February 2021 and 28 February 2022, and 28 February 2022 and 28 February 2023

in respect of all Directors of the Company compared to that of the average percentage change for all employees of the

Company for each of these elements of pay. The average employee change has been calculated by reference to the mean

of employee pay on a full-time equivalent basis. This table will be built up over time to display a five-year history:

Average change between

2022 and 2023

Average change between

2021 and 2022

Average change between

2020 and 2021

Salary/

Fees Benefits

Bonus

Salary/

Fees Benefits

Bonus

Salary/

Fees Benefits Bonus

Average employee

2% (33)% (28)% 2% (5%) 67% (2%) (3%) 1,009%

Executive Directors

Nigel Newton 5% 3% 2% 2% 7% 240% 2% 8% –

Penny Scott-Bayfield

5% (13)% 2% 10% 21% 266% 14% 36% –

Non-Executive Directors

Sir Richard Lambert 5% n/a n/a 2% n/a n/a 2% n/a n/a

John Bason³ n/a n/a n/a – – – – – –

Steven Hall

5% n/a n/a 2% n/a n/a 4% n/a n/a

Leslie-Ann Reed

5% n/a n/a 6% n/a n/a 0% n/a n/a

Baroness Young

5% n/a n/a (1)% n/a n/a n/a n/a n/a

1. The average employee salary and benefits figures have reduced due to the salary mix impact of leavers and joiners during the financial year. In practice,

salaries were generally increased by 7% across the business in the year, with benefits arrangements remaining largely unchanged. Benefits figures are based

on taxable benefits available to a relatively small cohort of senior executives and so can be impacted by relatively small changes to that cohort. The change

to both benefits and bonus figures also reflects the growth in employees.

2. Details in regard to Penny Scott-Bayfield’s salary increase is detailed in the Chair’s Annual Statement on page 130 of the 2021 Annual Report and Accounts.

Penny was initially appointed at a salary below that of her predecessor, and her salary was subsequently adjusted in August 2020 to reflect her progress and

performance in the role. This adjustment impacted the increase reported for 2021 and 2022. In 2023, her increase was aligned with the wider workforce (but

excluded the permanent £1,000 increase in salary, and the one-off cash payment of £1,250).

3. John Bason became a Director on 1 April 2022, therefore no year-on-year comparison is possible. On 20 July 2022, he became Chair of the Remuneration

Committee and was entitled to an additional annual fee of £2,625.

4. Steven Hall retired as a Non-Executive Director and as Chair of the Remuneration Committee on 20 July 2022. His percentage increase is shown as if he was a

Director for the whole year in order to show a meaningful comparison.

5. Leslie-Ann Reed was appointed to the Board on 17 July 2019. In order to provide a meaningful comparison with remuneration for 2020/2021, Leslie-Ann

Reed’s salary for 2019/2020 has been annualised. On 21 July 2021, Leslie-Ann became Chair of the Audit Committee and Senior Independent Director and

was entitled to an additional annual fee of £2,574, (2022/2023: £2,703), for the Chair role.

6. Baroness Young was appointed to the Board on 1 January 2021. In order to provide a meaningful comparison with remuneration for 2021/2022,

BaronessYoung’s salary for 2020/2021 has been annualised.

7. The benefits for the Executive Directors remained broadly unchanged and the fluctuations reported primarily relate to changes in premiums.

8. In 2019/2020, there was a nil payout of bonuses to Executive Directors. In 2020/2021, the Company introduced a Group-wide bonus scheme.

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Chief Executive’s pay ratio

The table below discloses the ratio of the Chief Executive’s pay, using the single total figure remuneration as disclosed on

page 156 to the comparable, full-time equivalent total remuneration of all UK employees whose pay is ranked at the 25

percentile, median and 75

percentile.

Year Method

percentile

pay ratio

Median

pay ratio

percentile

pay ratio

2020 A 39.5 : 1 30.8 : 1 21.6 : 1

2021 A 51.1 : 1 40.5 : 1 28.8 : 1

2022

A 63.9 : 1 50.7 : 1 35.8 : 1

2023 A 68.8 :1 53.8 :1 37.6 :1

1. Method A, as set out in the Companies (Miscellaneous Reporting) Regulations 2018, was selected as this is considered the most statistically accurate and

robust methodology. The 25

percentile, median and 75

percentile UK employees were determined based on total remuneration for the year ended

28February 2023 using the single total figure valuation methodology. The elements used to calculate total remuneration comprised salary, pensions, bonus

and benefits. The value of Sharesave options granted in the year have been excluded when calculating total remuneration for UK employees.

2. The relevant 25

percentile values are £28,000 salary and £31,146 total pay and benefits.

3. The relevant median values are £35,650 salary and £39,812 total pay and benefits.

4. The relevant 75

percentile values are £53,500 salary and £56,978 total pay and benefits.

5. The 2022 ratios have been recalculated in accordance with normal practice to reflect the adjusted single total figure remuneration valuation for Nigel

Newton, taking into account the final valuation for his 2019 PSP Award based on the share price at vesting, rather than the estimated share price shown in the

2022 Annual Report.

The Company believes the median pay ratio for the year ended 28 February 2023 is consistent with the pay, reward and

progression policies for the Company’s UK employees taken as a whole.

The Committee noted that the CEO pay ratios increased slightly in 2022/2023 as compared to 2021/2022. During both

years, the Company has performed strongly and this is reflected in the incentive outcomes for the CEO. The Company has

delivered outstanding share price growth of 115% over the performance period for 2020 PSP awards compared to 85%

for 2019 PSP awards, resulting in higher overall reported CEO pay in 2022/2023, and this is reflected in the pay ratio. The

median pay ratio for 2022/2023, excluding this share price growth, is 40.5:1.

A greater proportion of the Chief Executive’s and senior managements’ overall remuneration is linked to performance (via

the annual bonus and PSP awards) when compared to the wider workforce due to the nature of their roles. The Committee,

therefore, noted that pay ratios are likely to fluctuate depending on the performance of the business and associated

outcomes of incentive plans in each year. This can be seen in the changes in pay ratios over the period since 2020.

Consideration of wider workforce

During the year, the Committee was updated on workforce remuneration policies, including variable pay schemes and

benefits for employees across the Company as a whole, and took these into account when determining remuneration

arrangements for Executive Directors. The Committee continues to develop and evolve its approach to engagement with

the workforce on Executive pay. Currently, information on the Executive Remuneration Policy is provided on the Company’s

intranet, which is accessible by all employees. Employees are also able to direct questions or comments to the Committee

on the approach to pay via a designated email address. This provides a means of initiating a two-way dialogue where

necessary. The communication is further supported by an expanded set of FAQs, which addresses many of the common

queries raised by employees that are not expressly addressed in the formal Remuneration Policy.

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Annual Report and Accounts 2023

165

Governance

Relative importance of spend on pay

The following table shows the Company’s actual spend on pay (for all employees) relative to dividends.

Year ended

28 February

2023

Year ended

28 February

2022

Staff costs (£m) 60.9 47.8

Dividends declared (£m) 9.5 8.8

Retained profits (£m) 9.8 0.1

Voting at the Annual General Meeting

At the Annual General Meeting of 20 July 2022, the Annual Statement by the Chair of the Remuneration Committee and

the Annual Report on Directors’ Remuneration for the financial year ended 28 February 2022 was put to an advisory vote.

Thevoting outcomes were as follows:

Number

of shares

Percentage

of the vote

Votes cast in favour 53,340,868 98.92%

Votes cast against 584,006 1.08%

Total votes cast 53,924,874 100%

Abstentions on voting cards 487,103

The Remuneration Policy was last put to Shareholders at the Annual General Meeting held on 21 July 2020 as an ordinary

resolution. The voting outcomes were as follows:

Number

of shares

Percentage

of the vote

Votes cast in favour 47,009,932 95.52%

Votes cast against 2,204,768 4.48%

Total votes cast 49,214,700 100%

Abstentions on voting cards 25,340

Remuneration Committee

Composition of the Committee

The Committee is comprised of at least two Independent Non-Executive Directors and the Chairman of the Board.

Themembers of the Committee during the year were:

Director

Appointed in

the year

(if applicable)

Resigned in

the year

(if applicable)

John Bason (Chair of the Committee) 1 April 2022 –

Sir Richard Lambert – –

Steven Hall – 20 July 2022

Leslie-Ann Reed – –

The Committee met five times during 2022/2023. The Committee members’ attendance can be seen on page 130 of this

Annual Report. Only members of the Remuneration Committee have the right to attend Committee meetings; however, the

Chief Executive and Group Finance Director may attend Committee meetings at the request of the Chair of the Committee

for specific items on the agenda. Remuneration consultants may attend where needed to provide technical support.

Directors’ Remuneration Report

continued

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Bloomsbury Publishing Plc

Activities of the Committee

duringthe year

During the year, amongst other matters, the Committee

considered the following:

• Review and recommendation for approval of the

Directors’ Remuneration Report for the Annual

Report and Accounts for the financial year ended 28

February 2022;

• The approval of increases to the Executive Directors’

salaries and the Chairman of the Board’s fee;

• Review and approval of the Executive Directors’

remuneration packages;

• Review of the bonus plan achievement for 2021/2022;

• Review and approval of the bonus plan proposal and

objectives for 2022/2023;

• Review and approval of the structure of a Group-wide

bonus scheme;

• Review and approval of performance targets for the 2022

PSP Award;

• Review of the performance outcome of the 2019 PSP

Award vest and payouts to the Executive Directors;

• Review of workforce remuneration policies;

• Review of the Committee evaluation;

• Review and approval of the Committee’s terms

ofreference; and

• Undertook shareholder consultation exercise in regards

to proposed Remuneration Policy.

The Committee Chair has a standing item on the agenda at

each main Board meeting, enabling remuneration matters

to be raised for discussion by the Board if required.

In 2019, the Committee considered its role in respect of

determining the remuneration of senior management with

reference to the 2018 Code. After due consideration and

discussion at both the Committee and the Board level it

was decided that the Executive Directors would remain

responsible for remuneration for senior management.

TheCommittee believes that the Executive Directors are

best placed to assess the appropriate level of remuneration

of senior managers based on their performance and

contribution to the Company’s success and on the

Executive Directors’ knowledge of market rates of pay.

TheCommittee will nonetheless monitor the remuneration

of senior managers closely and will continue to be

responsible for approving the granting and vesting of

shareincentives.

Role of the Committee

The terms of reference of the Committee set out its role

and authority. These are reviewed annually and can be

found on the Company’s website, www.bloomsbury-ir.

co.uk. In summary, the Committee’s responsibilities

include:

• Determining the Remuneration Policy for the

Chairman and Executive Directors;

• Determining the remuneration packages for the

Executive Directors and Chairman within the terms

of the policy;

• Monitoring the level and structure of remuneration

for other members of senior management;

• Reviewing workforce remuneration and related

policies across the Company;

• Approving the design of, and determining targets

for, performance related pay schemes operated by

the Company;

• Reviewing the design of share incentive plans for

Board approval for Executive Directors and other

members of senior management. For any such plans,

the Committee shall determine whether the awards

will be made, and, if so, approve the overall amount

of such awards, the individual awards to Executive

Directors, Company Secretary and designated

senior managers and the performance targets to be

used; and

• Developing a formal policy for shareholding

guidelines in employment and post-employment

shareholding requirements.

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Annual Report and Accounts 2023

167

Governance

Advisors to the Committee

In carrying out its responsibilities, the Committee was

independently advised by external advisors. In 2019,

Deloitte LLP was appointed as the Committee’s external

remuneration consultants through a competitive tender

process, which took place in September 2019. Deloitte LLP

is a founding member of the Remuneration Consultants’

Group and adheres to its Code of Conduct. In respect of

their services to the Committee, fees charged by Deloitte

LLP amounted to £70,000 (excluding VAT).

During the year, Deloitte also provided broader HR

consulting services, valuations for share-based payments,

corporate tax, VAT and employment tax advisory services.

The Committee is satisfied that the advice provided by

Deloitte LLP was objective and independent, that the

provision of other services in no way compromised their

independence and that there was no potential conflict

of interest. The individual consultants who work with

the Committee do not provide advice to the Executive

Directors or act on their behalf.

The Committee received assistance from the Company

Secretary and, where specifically requested by the

Committee, the Chief Executive and Group Finance

Director.

The Committee has considered any feedback received

from the major Shareholders during the year as part of

Bloomsbury’s ongoing investor relations programme and

considers the reports and recommendations of Shareholder

representative bodies and corporate governance analysts.

Approved by the Board of Directors and signed on its

behalf.

John Bason

Chair of the Remuneration Committee

30 May 2023

Directors’ Remuneration Report

continued

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Bloomsbury Publishing Plc

Independent Auditor’s Report 170

Consolidated Income Statement 176

Consolidated Statement of Comprehensive Income 177

Consolidated Statement of Financial Position 178

Consolidated Statement of Changes in Equity 179

Consolidated Statement of Cash Flows 180

Notes to the Financial Statements 181

Company Statement of Financial Position 224

Company Statement of Changes in Equity 225

Company Statement of Cash Flows 226

Notes to the Company Financial Statements 227

Financial

Statements

Financials

169

Annual Report and Accounts 2023

Stock code: BMY

Opinion

We have audited the financial statements of Bloomsbury

Publishing Plc (the “Company”) and its subsidiaries (the

“Group”) for the year ended 28 February 2023 which

comprise the Consolidated income statement, the

Consolidated statement of comprehensive income, the

Consolidated and Company statement of financial position,

the Consolidated and Company statement of changes in

equity, the Consolidated and Company statement of cash

flows and notes to the financial statements, including a

summary of significant accounting policies. The financial

reporting framework that has been applied in their

preparation is applicable law and UK adopted international

accounting standards.

In our opinion, the financial statements:

• give a true and fair view of the state of the Group’s and

of the Parent Company’s affairs as at 28 February 2023

and of the Group’s profit for the year then ended;

• have been properly prepared in accordance with UK

adopted international accounting standards; and

• have been prepared in accordance with the requirements

of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit

of the financial statements section of our report. We are

independent of the Group in accordance with the ethical

requirements that are relevant to our audit of the financial

statements in the UK, including the FRC’s Ethical Standard

as applied to listed public interest entities, and we have

fulfilled our other ethical responsibilities in accordance with

these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a

basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that

the Directors’ use of the going concern basis of accounting

in the preparation of the Group and Company financial

statements is appropriate. Our evaluation of the Directors’

assessment of the Group and Company’s ability to continue

to adopt the going concern basis of accounting included:

• Assessing the cash flow requirements of the Group over

the duration of the viability statement based on budgets

and forecasts;

• Performing tests on the mathematical accuracy of the

budgets and forecasts;

• Considering how inflation and a potential economic

downturn have been factored into the budgets and

forecasts prepared by management;

• Obtaining evidence of the review and approval of the

budgets by the Board; and

• Considering potential downside scenarios and the

resultant impact on available funds.

Based on the work we have performed, we have not

identified any material uncertainties relating to events

or conditions that, individually or collectively, may cast

significant doubt on the Group and 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 relation to the Group reporting on how they have

applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to

the Directors’ statement in the financial statements about

whether the Directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors

with respect to going concern are described in the relevant

sections of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the

concept of materiality. An item is considered material if it

could reasonably be expected to change the economic

decisions of a user of the financial statements. We used

the concept of materiality to both focus our testing and to

evaluate the impact of misstatements identified.

Based on our professional judgement, we determined

overall materiality for the Group financial statements as

a whole to be £1,200,000 based on 5% of profit before

taxation. Materiality for the parent Company financial

statements as a whole was set at £985,000 based on 1%

ofrevenue.

We use a different level of materiality (‘performance

materiality’) to determine the extent of our testing for the

audit of the financial statements. Performance materiality

is set based on the audit materiality as adjusted for the

judgements made as to the entity risk and our evaluation

of the specific risk of each audit area having regard to the

internal control environment. For the Group performance

materiality was set at £840,000 and £689,500 for the

parentCompany.

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Bloomsbury Publishing Plc

Independent Auditor’s Report

to the members of Bloomsbury Publishing Plc

Where considered appropriate performance materiality

may be reduced to a lower level, such as, for related party

transactions and Directors’ remuneration.

We agreed with the Audit Committee to report to it all

identified errors in excess of £60,000. Errors below that

threshold would also be reported to it if, in our opinion as

auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

The scope of the audit work and the design of audit tests

undertaken was solely for the purposes of forming an

audit opinion on the consolidated financial statements of

the Group. The Group contains four (2022: four) reporting

components: the UK, US, Australia and India. Two of these

components (the UK and the US) were subject to full

scope audit procedures with analytical review procedures

performed over the remaining two components.

Full scope audit procedures provided coverage of 92% of

Group revenue, 96% of Group profit before tax and 96% of

Group total assets.

The full scope procedures performed on both components

and the Parent Company were undertaken by the Group

audit team. Where specialists were used they were under

the direction and supervision of the Group audit team.

The audit work performed was predominantly substantive in

nature.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement (whether

or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit

strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

This is not a complete list of all risks identified by our audit.

Key audit matter How the scope of our audit responded to the key audit matter

Sales returns liability (note 19)

The Group will typically make print sales on a

sale or return basis with revenue presented net of

estimated returns. The value of the sales returns

liability, and the sensitivity estimated by the Group

is disclosed in note 19.

The sales returns liability is estimated based on

contractual terms and historical data with specific

adjustments made for two customers where the

historic data alone may not give an accurate

assessment of the liability.

The valuation of the liability has a high degree of

estimation uncertainty, with a potential range of

reasonably possible outcomes greater than our

materiality for the financial statements as a whole.

Our procedures included:

• Assessing whether the Group’s sales returns policy has been

consistently applied and challenge the rationale for any

exceptions made to the policy.

• Substantively testing inputs used in the returns calculation by

agreeing sales and returns to underlying records and terms

through to contracts.

• Recalculating the value of the liability to ensure correct

calculation.

• Analytically reviewing the level of the liability compared to

historic data to assess the accuracy and consistency of the

liability.

We concluded the resulting estimate of the sales returns liability to

be acceptable.

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Annual Report and Accounts 2023

171

Financials

Key audit matter How the scope of our audit responded to the key audit matter

Recoverability of author advances (see note 18)

The Group pays advances to authors prior to

publication. These advances are recoverable from

royalty payments that are due to the author under

the terms of the relevant royalty agreement. Author

advances totalling £29.5 million are included in the

financial statements.

The Group considers enough reliable sales data

is available six months after publication to enable

a reliable assessment of impairment to be made.

Management then use judgement to make

overrides where there are specific factors which

might indicate an impairment is needed before this

point or no impairment is needed despite the sales

trends.

By their nature the level of future sales cannot be

guaranteed and hence there is a high degree of

estimation uncertainty, with a potential range of

reasonably possible outcomes greater than our

materiality for the financial statements as a whole.

Our procedures included:

• Obtaining management’s assessment and performing tests of

arithmetical accuracy;

• Using historic data to challenge whether the six-month period

after publication was appropriate and considering what the

impact would be of an alternative assessment;

• Reviewing the rationale for author specific overrides including

discussion with non-finance personnel and, where possible,

validation to external data;

• Assessing the accuracy of forecasted sales made in the prior

year to actual sales achieved as a test of the accuracy of the

prior year provision; and

• Assessing the completeness of the provision through testing a

sample of unearned balances not provided for at the year end

by comparing actual sales for the year to forecasted levels in

prior year.

We found the resulting estimate of the recoverable amount of

author advances to be acceptable.

Carrying value of goodwill (see note 11)

The Group has made a number of historic

acquisitions and goodwill of £48.7 million is

recognised in the Statement of Financial Position.

Under IAS 36 goodwill is considered to be an

indefinite life intangible asset and is subject to an

annual impairment test. We consider the carrying

value of goodwill and the risk over potential

impairment to be a significant audit risk due to

the inherent uncertainty involved in selecting

appropriate assumptions including around forecast

future cash flows and the discount rate.

Our procedures included:

• obtaining the impairment test from management and testing

it for arithmetic accuracy and consistency with other estimates

made by management;

• comparing the prior year’s impairment test to current year

outcomes to assess the accuracy of historic budgeting;

• engaging an internal specialist to review the discount rate

calculation compared to market expectations and industry data;

• considering the impact of a range of severe but plausible

downside scenarios including declining sales and increased

discount rates; and

• assessing the adequacy of the Group’s disclosures related to

the sensitivity of the impairment calculations.

We concluded that the resulting estimate of the recoverable

amount of goodwill was acceptable.

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172

Bloomsbury Publishing Plc

Independent Auditor’s Report

to the members of Bloomsbury Publishing Plc continued

Key audit matter How the scope of our audit responded to the key audit matter

Carrying value parent company investments in subsidiary companies (see note 35)

The Company has investments of £105.4 million

recognised in the Statement of Financial Position.

We consider the carrying value of investments

and the risk over potential impairment to be a

significant audit risk due to the inherent uncertainty

involved in selecting appropriate assumptions

including around forecast future cash flows and the

discount rate.

Our procedures included:

• obtaining cash flow forecasts from management and testing

them for arithmetic accuracy and consistency with other

estimates made by management;

• comparing the accuracy of prior year forecasts to actual results;

• considering the impact of a range of severe but plausible

downside scenarios including declining sales and increased

discount rates; and

• considering whether we were aware of any other factors that

may indicate impairment.

We concluded that the resulting estimate of the recoverable

amount of investments was acceptable.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Other information

The other information comprises the information included

in the annual report, other than the financial statements

and our auditor’s report thereon. The Directors are

responsible for the other information. Our opinion on the

financial statements does not cover the other information

and, except to the extent otherwise explicitly stated in

our report, we do not express any form of assurance

conclusion 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 such material inconsistencies or apparent material

misstatements, we are required to determine whether there

is a material misstatement in 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 the other information, we are

required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed

by the Companies Act 2006

In our opinion the part of the Directors’ remuneration report

to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion based on the work undertaken in the course

of our audit:

• the information given in the strategic report and the

Directors’ report for the financial year for which the

financial statements are prepared is consistent with the

financial statements; and

• the strategic report and the Directors’ report have

been prepared in accordance with applicable legal

requirements.

Matters on which we are required to

report by exception

In the light of the knowledge and understanding of the

Group and the Company and its environment obtained

in the course of the audit, we have not identified

material misstatements in the strategic report or the

Directors’report.

We have nothing to report in respect of the following

matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by

theCompany, or returns adequate for our audit have not

been received from branches not visited by us; or

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Annual Report and Accounts 2023

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Financials

• the Company financial statements and the part of the

Directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified

by law are not made; or

• we have not received all the information and

explanations we require for our audit; or

• a corporate governance statement has not been

prepared by the Company.

Corporate governance statement

We have reviewed the Directors’ statement in relation

to going concern, longer-term viability and that part

of the Corporate Governance Statement relating to

the Company’s compliance with the provisions of the

UKCorporate Governance Code specified for our review by

the Listing Rules.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements of the

Corporate Governance Statement is materially consistent

with the financial statements or our knowledge obtained

during the audit:

• Directors’ statement with regards the appropriateness of

adopting the going concern basis of accounting and any

material uncertainties identified on page 111;

• Directors’ explanation as to its assessment of the Group’s

prospects, the period this assessment covers and why

that period is appropriate set out on page 111;

• Directors’ statement on whether it has a reasonable

expectation that the group will be able to continue in

operation and meet its liabilities set out on page 111;

• Directors’ statement on fair, balanced and

understandable set out on page 125;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out

on pages 103 to 110;

• The section of the annual report that describes the

review of effectiveness of risk management and internal

control systems set out on pages 140 to 142; and

• The section describing the work of the Audit Committee

set out on pages 138 to 142.

Responsibilities of the Directors

forthe financial statements

As explained more fully in the Directors’ responsibilities

statement set out on pages 124 to 125 the Directors are

responsible for the preparation of the financial statements

and for being satisfied that they give a true and fair view,

and for such internal control as the Directors determine is

necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, the Directors are

responsible for assessing the Group and Company’s ability

to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going

concern basis of accounting unless the Directors either

intend to liquidate the Group or Company or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit

of the financial statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is

not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

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Bloomsbury Publishing Plc

Independent Auditor’s Report

to the members of Bloomsbury Publishing Plc continued

Explanation as to what extent

the audit was considered capable

of detecting irregularities,

includingfraud

Irregularities, including fraud, are instances of

non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above,

to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are

capable of detecting irregularities, including fraud, is

detailed below however the primary responsibility for the

prevention and detection of fraud lies with management

and those charged with governance of the Company.

• We obtained an understanding of the legal and

regulatory frameworks that are applicable to the Group

and the procedures in place for ensuring compliance.

The most significant identified were the Companies Act

2006, General Data Protection Regulations, employment

law and laws around copyright. Our work included direct

enquiry of the Group General Counsel, reviewing Board

and relevant committee minutes and inspection of

correspondence.

• As part of our audit planning process we assessed the

different areas of the financial statements, including

disclosures, for the risk of material misstatement.

Thisincluded considering the risk of fraud where direct

enquiries were made of management and those charged

with governance concerning both whether they had

any knowledge of actual or suspected fraud and their

assessment of the susceptibility of fraud. We considered

the risk was greater in areas involving significant

management estimate or judgement. Based on this

assessment we designed audit procedures to focus on

the key areas of estimate or judgement, this included

specific testing of journal transactions, both at the year

end and throughout the year.

• We used data analytic techniques to identify any unusual

transactions or unexpected relationships, including

considering the risk of undisclosed related party

transactions.

Owing to the inherent limitations of an audit, there is an

unavoidable risk that some material misstatements of the

financial statements may not be detected, even though the

audit is properly planned and performed in accordance with

the ISAs (UK).

The potential effects of inherent limitations are particularly

significant in the case of misstatement resulting from fraud

because fraud may involve sophisticated and carefully

organised schemes designed to conceal it, including

deliberate failure to record transactions, collusion or

intentional misrepresentations being made to us.

A further description of our responsibilities for

the audit of the financial statements is located

on the Financial Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Other matters which we are

requiredto address

Following the recommendation of the audit committee,

we were appointed in July 2022 to audit the financial

statements for the year ending 28 February 2023. The

period of total uninterrupted engagement is one year.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Group or the Company

and we remain independent of the Company in conducting

our audit.

Our audit opinion is consistent with the additional report to

the audit committee.

Use of our report

This report is made solely to the Company’s members,

as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the Company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the Company and the Company’s

members as a body, for our audit work, for this report, or for

the opinions we have formed.

Matthew Stallabrass

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

55 Ludgate Hill

London

EC4M 7JW, UK

30 May 2023

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Annual Report and Accounts 2023

175

Financials

Notes

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Revenue 3 264,102 230,110

Cost of sales (119,191) (107,948)

Gross profit 144,911 122,162

Marketing and distribution costs (32,529) (29,808)

Administrative expenses (86,551) (69,675)

Share of result of joint venture (228) (117)

Operating profit before highlighted items 31,286 27,112

Highlighted items 4 (5,683) (4,550)

Operating profit 4 25,603 22,562

Finance income 6 270 105

Finance costs 6 (458) (486)

Profit before taxation and highlighted items 31,098 26,731

Highlighted items 4 (5,683) (4,550)

Profit before taxation 25,415 22,181

Taxation 7 (5,171) (5,291)

Profit for the year attributable to owners of the Company 20,244 16,890

Earnings per share attributable to owners of the Company

Basic earnings per share 9 24.94p 20.72p

Diluted earnings per share 9 24.54p 20.33p

The notes on pages 181 to 223 form part of these consolidated financial statements.

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Bloomsbury Publishing Plc

Consolidated Income Statement

For the year ended 28 February 2023

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Profit for the year 20,244 16,890

Other comprehensive income

Items that may be reclassified to the income statement:

Exchange differences on translating foreign operations 7,464 1,497

Items that may not be reclassified to the income statement:

Remeasurements on the defined benefit pension scheme – (10)

Other comprehensive income for the year net of tax 7,464 1,487

Total comprehensive income for the year attributable to the owners of the Company 27,708 18,377

Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive

income is disclosed in note 7.

The accompanying notes form part of these financial statements.

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Annual Report and Accounts 2023

177

Financials

Consolidated Statement of

Comprehensive Income

For the year ended 28 February 2023

Notes

28 February

2023

£’000

28 February

2022

£’000

Assets

Goodwill 11 48,656 47,910

Other intangible assets 12 38,243 40,323

Investments 13 – 45

Property, plant and equipment 14 2,503 2,319

Right-of-use assets 15 9,126 10,628

Deferred tax assets 16 7,928 7,168

Trade and other receivables 18 934 923

Total non-current assets 107,390 109,316

Inventories 17 43,364 33,816

Trade and other receivables 18 112,819 104,879

Cash and cash equivalents 51,540 41,226

Total current assets 207,723 179,921

Total assets 315,113 289,237

Liabilities

Retirement benefit obligations 24 – –

Deferred tax liabilities 16 3,115 3,696

Lease liabilities 26 8,570 9,961

Provisions 21 334 297

Total non-current liabilities 12,019 13,954

Trade and other liabilities 19 111,620 103,028

Lease liabilities 26 2,082 2,265

Current tax liabilities 790 433

Provisions 21 764 588

Total current liabilities 115,256 106,314

Total liabilities 127,275 120,268

Net assets 187,838 168,969

Equity

Share capital 22 1,020 1,020

Share premium 22 47,319 47,319

Translation reserve 22 15,591 8,127

Other reserves 22 10,870 8,765

Retained earnings 22 113,038 103,738

Total equity attributable to owners of the Company 187,838 168,969

The accompanying notes form part of these financial statements.

The financial statements were approved by the Board of Directors and authorised for issue on 30 May 2023.

J N Newton

Director

P Scott-Bayfield

Director

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Bloomsbury Publishing Plc

Consolidated Statement of Financial Position

As at 28 February 2023

capital

£’000

premium

£’000

Translation

reserve

£’000

Merger

reserve

£’000

Capital

redemption

reserve

£’000

Share-

based

payment

reserve

£’000

Own

held by

EBT

£’000

Retained

earnings

£’000

Total

equity

£’000

At 28 February 2021 1,020 47,319 6,630 1,803 22 7,945 (147) 103,657 168,249

Profit for the year – – – – – – – 16,890 16,890

Other comprehensive income

Exchange differences on

translating foreign operations – – 1,497 – – – – – 1,497

Remeasurements on the

defined benefit pension

scheme – – – – – – – (10) (10)

Total comprehensive income

for the year – – 1,497 – – – – 16,880 18,377

Transactions with owners

Dividends to equity holders of

the Company – – – – – – – (15,157) (15,157)

Purchase of shares by the

Employee Benefit Trust – – – – – – (4,489) – (4,489)

Share options exercised – – – – – – 2,084 (2,050) 34

Deferred tax on share-based

payment transactions – – – – – – – 408 408

Share-based payment

transactions – – – – – 1,547 – – 1,547

Total transactions with owners

of the Company – – – – – 1,547 (2,405) (16,799) (17,657)

At 28 February 2022 1,020 47,319 8,127 1,803 22 9,492 (2,552) 103,738 168,969

Profit for the year – – – – – – – 20,244 20,244

Other comprehensive income

Exchange differences on

translating foreign operations – – 7,464 – – – – – 7,464

Total comprehensive income

for the year – – 7,464 – – – – 20,244 27,708

Transactions with owners

Dividends to equity holders of

the Company – – – – – – – (8,752) (8,752)

Purchase of shares by the

Employee Benefit Trust – – – – – – (1,669) – (1,669)

Share options exercised – – – – – – 2,539 (2,273) 266

Deferred tax on share-based

payment transactions – – – – – – – 81 81

Share-based payment

transactions – – – – – 1,235 – – 1,235

Total transactions with owners

of the Company – – – – – 1,235 870 (10,944) (8,839)

At 28 February 2023 1,020 47,319 15,591 1,803 22 10,727 (1,682) 113,038 187,838

The accompanying notes form part of these financial statements.

Stock code: BMY

Annual Report and Accounts 2023

179

Financials

Consolidated Statement of Changes in Equity

For the year ended 28 February 2023

Notes

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Cash flows from operating activities

Profit for the year 20,244 16,890

Adjustments for:

Depreciation of property, plant and equipment 14 659 512

Depreciation of right-of-use assets 15 2,114 1,889

Amortisation of other intangible assets 12 9,687 7,505

Loss on disposal on property, plant and equipment 13 –

Loss on disposal on other intangible assets 107 65

Finance income 6 (270) (105)

Finance costs 6 458 486

Share of loss of joint venture 13 228 117

Share-based payment charges 23 1,601 2,054

Tax expense 7 5,171 5,291

40,012 34,704

(Increase) in inventories (7,557) (2,745)

(Increase)/decrease in trade and other receivables (3,226) 1,205

Increase in trade and other liabilities 4,033 14,572

Cash generated from operating activities 33,262 47,736

Income taxes paid (6,640) (7,927)

Net cash generated from operating activities 26,622 39,809

Cash flows from investing activities

Purchase of property, plant and equipment (818) (644)

Purchase of intangible assets (5,165) (3,693)

Purchase of business, net of cash acquired (72) (22,913)

Purchase of rights to assets (633) (3,650)

Purchase of share in a joint venture (183) –

Interest received 253 92

Net cash used in investing activities (6,618) (30,808)

Cash flows from financing activities

Equity dividends paid 20 (8,752) (15,157)

Purchase of shares by the Employee Benefit Trust 20 (1,669) (4,489)

Proceeds from exercise of share options 20 266 34

Repayment of borrowing 20 – (1,097)

Repayment of lease liabilities 20 (2,226) (1,862)

Lease liabilities interest paid 20 (390) (419)

Other interest paid 20 – (55)

Net cash used in financing activities 20 (12,771) (23,045)

Net increase/(decrease) in cash and cash equivalents 7,233 (14,044)

Cash and cash equivalents at beginning of year 41,226 54,466

Exchange gain on cash and cash equivalents 3,081 804

Cash and cash equivalents at end of year 51,540 41,226

The accompanying notes form part of these financial statements.

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Bloomsbury Publishing Plc

Consolidated Statement of Cash Flows

For the year ended 28 February 2023

• Print revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;

• Digital revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;

• Print costs are increased by 3% from 2023/2024 and staff costs are increased by 3% from 2023/2024;

• Downside assumptions about extended debtor days during 2023/2024, with recovery during 2024/2025; and

• Cash preservation measures implemented and variable costs reduced.

At 28 February 2023, the Group had available liquidity of £61.5 million, comprising central cash balances and its undrawn

£10 million Revolving Credit Facility (“RCF”). The RCF agreement is to October 2024. Under the severe but plausible

downside scenario, the Group would maintain sufficient liquidity headroom even before modelling the mitigating effect of

actions that management would take in the event that these downside risks were to crystallise. Details of the bank facility

and its covenants are shown in note 25c.

d) Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements,

estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,

income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised and in any future periods affected. Critical judgements and areas where the use

of estimates is significant are disclosed in note 2v.

Stock code: BMY

Annual Report and Accounts 2023

181

Financials

Notes to the Financial Statements

Accounting Policies

1. Reporting entity

Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s

registered office can be found on page 240. The consolidated financial statements of the Company as at and for the year

ended 28 February 2023 comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is

primarily involved in the publication of books and other related services.

2. Significant accounting policies

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 periods presented unless otherwise stated.

a) Statement of compliance

The Group financial statements have been prepared and approved by the directors in accordance with UK-adopted

international accounting standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006.

b) Basis of preparation

The consolidated financial statements have been prepared on a going concern basis and under the historical cost

convention as modified by the revaluation of financial assets and liabilities at fair value.

c) Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position

are set out in the Strategic Report on pages 15 to 111. The financial position of the Group, its cash flows and liquidity

position are described in the Financial Review on pages 44 to 49. In addition, note 25 to the financial statements includes

the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its

financial instruments, and its exposures to credit risk and liquidity risk.

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence

at least 12 months from the date of approval of the financial statements, being the period of the detailed going concern

assessment reviewed by the Board, and therefore continue to adopt the going concern basis of accounting in preparing the

consolidated financial statements.

The Board has modelled a severe but plausible downside scenario. This assumes:

2. Significant accounting policies continued

e) Application of new and amended standards and interpretations

The following amendments and interpretations were introduced to accounting standards relevant to the Group during the

year ended 28 February 2023. The table below summarises the impact of these changes to the Group:

Accounting standard Description of change Impact on financial statements

Other standards A number of other new standard and amendments to

standards and interpretations are effective for annual

periods beginning after 1 January 2022.

The standards and amendments have not had a

material impact on the Group. Additional disclosure has

been provided where relevant.

The Group has not early adopted the following new and revised accounting standards, interpretations or amendments

issued by the International Accounting Standards Board that are currently endorsed but not yet effective:

Accounting standard Description of change Impact on financial statements

Other standards A number of other new standards and amendments to

standards and interpretations are effective for annual

periods beginning after 1 January 2023 and have not

been applied in preparing these financial statements.

The Group is currently assessing the impact of these

changes but they do not expect the application

of these standards and amendments will have a

material impact on the Group’s consolidated financial

statements.

f) Basis of consolidation

i. Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which

control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to

obtain benefits from its activities.

The Group measures goodwill at the acquisition date as:

• The fair value of consideration transferred; plus

• The recognised amount of any non-controlling interest in the acquiree; less

• The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

Where the excess is negative, a bargain purchase gain is recognised immediately in the income statement.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection

with the business combination are expensed as incurred.

Any contingent consideration payable is measured and recognised at fair value at the acquisition date. Subsequent changes

to the fair value of contingent consideration are recognised in the income statement.

ii. Subsidiaries

The consolidated financial statements comprise the financial information of the Company and its subsidiaries.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,

variable returns from its involvement with the entity and has the ability to affect those returns through its power over the

entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which

control commences until the date on which control ceases.

Accounting policies of subsidiaries are aligned with accounting policies adopted by the Group to ensure consistency.

All subsidiaries except Bloomsbury Publishing India Private Limited have a reporting period end of 28 February. Bloomsbury

Publishing India Private Limited has a reporting period end of 31 March, which aligns with the Indian Government’s financial

year. The Group financial statements includes the results for Bloomsbury Publishing India Private Limited for the period to

28 February.

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182

Bloomsbury Publishing Plc

Notes to the Financial Statements

Accounting Policies continued

2. Significant accounting policies continued

iii. Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any non-

controlling interests and the other components of equity. Any resulting gain or loss is recognised in profit or loss. Any

interest retained in the former subsidiary is measured at fair value when control is lost.

iv. Transactions eliminated on consolidation

Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are

eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment

to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains but

only to the extent that there is no evidence of impairment.

v. Joint ventures

Joint ventures are entities in which the Group holds an interest on a long-term basis and has rights to the net assets through

contractually agreed sharing of control. Investments in joint ventures are accounted for by the equity method and are initially

recognised at the fair value of consideration transferred.

The Group’s share of its joint venture’s post acquisition profit or losses is recognised in the income statement.

The Group’s share of its joint venture’s results is recognised as a component of operating profit as these operations form part

of the core publishing business of the Group and are an integral part of the existing wholly-owned business. The cumulative

post-acquisition profit or loss is adjusted against the carrying amount of the investment. When the Group’s share of losses

in a joint venture equals or exceeds its interest in the joint venture, the Group does not recognise further losses unless the

Group has incurred obligations or made payments on behalf of the joint venture.

g) Revenue

Revenue represents the fair value of consideration received from the provision of goods, services and rights falling within the

Group’s ordinary activities, after deduction of trade discounts, value added tax and anticipated returns.

Where the goods or services promised within a contract are distinct, they are identified as separate performance obligations

and are accounted for separately. Where contractual arrangements consist of two or more performance obligations, such as

access to multiple titles, the transaction price is allocated between the distinct performance obligations on the basis of their

relative stand-alone selling prices.

i. Print:

• Print sales: Revenue from the sale of printed books is recognised at the point in time when control passes. This is

generally at the point of shipment when title passes to the customer, when the Group has a present right to payment and

has satisfied the relevant performance obligations under the contract.

A provision for anticipated returns is made based primarily on historical return rates and customer trends in each territory.

If these do not reflect actual returns in future periods, then revenues could be understated or overstated for a particular

period. The provision for anticipated future sales returns is recognised in trade and other liabilities in the statement of

financial position. A returns asset is recognised in Finished Goods, Inventory for the Group’s right to recover products from

customers on settling the returns liability.

ii. Digital:

• Ebook sales: Revenue from ebook sales is recognised when content is delivered i.e. access has been given to the

customer.

• Subscription income: Revenue is generated from customers through the sale of digital materials to educational

establishments, libraries and professionals. Revenue for digital subscriptions is derived from the periodic subscription

or update of the product. Revenue is recognised on a straight-line basis over the period of subscription or if less the

expected useful economic life of the product, unless the product is downloadable or the goods or services are not

delivered in a consistent manner over time, in which case revenue is recognised based on the value received by the

customer.

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Annual Report and Accounts 2023

183

Financials

2. Significant accounting policies continued

iii. Rights and services

• Revenue from the licence of publishing and distribution rights, including film, paperback, electronic, overseas publishing

rights, and sponsorship, is recognised when the Group has provided the associated material and collectability is

probable.

• Management services contracts: Revenue is primarily generated from multi-year contractual arrangements related to

the delivery of online platform build, editorial and management services. Revenue is recognised over time based on

contractual milestones as the customer gains benefit from the assets created or services provided.

h) Foreign currencies

i. Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates (“the functional currency”). These consolidated financial statements are

presented in sterling as this is the most representative currency of the Group’s operations. All financial information presented

in sterling has been rounded to the nearest thousand except where otherwise stated.

ii. Transactions and balances

Transactions in currencies other than the functional currency are recorded in the functional currency at the rates of exchange

prevailing on the dates of the transactions. Assets and liabilities in foreign currencies are translated into sterling at closing

rates of exchange at the date of the statement of financial position.

Exchange differences are charged or credited to the income statement within administrative expenses.

iii. Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation

currency are translated into the presentation currency as follows:

• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of

that statement of financial position;

• Income and expenses are translated at the average exchange rates over the period; and

• All resulting exchange differences are recognised in other comprehensive income and presented in the translation

reserve in equity. On disposal of a foreign entity these exchange differences are recycled to the income statement.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of

the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive

income.

i) Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

i. Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the

income statement because it excludes items of income or expense that are taxable or deductible in other periods and it

further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates

that have been enacted or substantively enacted at the reporting date.

The Group recognises liabilities for anticipated tax issues based on estimates of the additional taxes that are likely to

become due, which require judgement. Amounts are accrued based on the Directors’ interpretation of specific tax law in the

relevant country and the likelihood of settlement. The Directors use in-house tax experts, professional firms and previous

experience when assessing tax risks. Where the final tax outcome of these matters is different from the amounts that

were initially recorded, such differences will impact the current tax and deferred tax provisions in the period in which such

determination is made.

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184

Bloomsbury Publishing Plc

Notes to the Financial Statements

Accounting Policies continued

2. Significant accounting policies continued

ii. Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the

consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax

liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all

deductible temporary differences to the extent that it is probable that taxable profit will be available against which those

deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary

difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and

liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where

the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not

reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced

to the extent that it is no longer probable that sufficient taxable profits will be generated to allow all or part of the asset to

be recovered.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is

settled based upon tax rates that have been enacted or substantively enacted by the end of the reporting period.

iii. Current and deferred tax for the year

Current and deferred tax is charged or credited in the income statement, except when it relates to items credited or charged

directly to other comprehensive income or equity, in which case the deferred tax is also recognised in other comprehensive

income or equity respectively.

j) Goodwill and other intangible assets

i. Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business

(see note 2f)i) less accumulated impairment losses, if any.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-

generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently where

there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its

carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit

and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss

for goodwill is recognised directly in profit or loss in the consolidated income statement. An impairment loss recognised for

goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the

profit or loss on disposal.

ii. Other intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated

amortisation and accumulated impairment losses.

Except for goodwill and assets under construction, intangible assets are amortised on a straight-line basis in the income

statement over their expected useful lives by equal annual instalments at the following rates:

Publishing relationships – 5% to 21% per annum

Imprints – 3% to 14% per annum

Subscriber and customer relationships – 7% to 9% per annum

Trademarks – over the life of the trademark

Product and systems development – 10% to 50% per annum

Assets under construction relate to the costs of developing a product, typically an online platform, which is yet to go live.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively if

appropriate.

Stock code: BMY

Annual Report and Accounts 2023

185

Financials

2. Significant accounting policies continued

iii. Product and systems development

Costs that are directly associated with the purchase and implementation of systems, such as software products, are

recognised as intangible assets. Likewise, costs incurred in developing a product, typically an online platform, are

recognised as intangible assets.

Expenditure is only capitalised if costs can be measured reliably, the product is technically and commercially feasible, future

economic benefits are probable and the Group has sufficient resources to complete development and use the asset.

k) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment loss.

Property, plant and equipment are depreciated in order to write down their cost less residual value using the straight-line

method over their expected useful lives at the following rates:

Short leasehold improvements – over the remaining life of the lease

Furniture and fittings – 10% per annum

Computers and other office equipment – 20% per annum

Motor vehicles – 25% per annum

Depreciation is prorated in the years of acquisition and disposal of an asset. The estimated useful lives, residual value and

depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted

for on a prospective basis.

An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to

arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as

the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

Leases

The Group assesses whether a contract contains a lease at the inception of the contract. A contract is, or contains a lease,

if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date with respect to all lease

arrangements except for short-term leases (leases with a lease term of 12 months or less) and leases of low value assets. For

these leases, the lease payments are recognised as an operating expense on a straight-line basis over the term of the lease.

The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus any initial direct

costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received. The right-of-use

asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end

of the useful life of the asset or the end of the lease term. The Group applies IAS 36 to determine whether a right-of-use

asset is impaired. The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,

the incremental borrowing rate. The lease liability is measured at amortised cost using the effective interest method. It is

remeasured when there is a change in future lease payments arising from a change in an index or a rate or a change in the

Group’s assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured, a

corresponding adjustment is made to the right-of-use asset.

Management uses judgement to determine the lease term where extension and termination options are available within the

lease.

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186

Bloomsbury Publishing Plc

Notes to the Financial Statements

Accounting Policies continued

Significant accounting policies continued

m) Impairment of tangible and intangible assets excluding goodwill

At the end of each reporting period the Group reviews the carrying amounts of its tangible and intangible assets to

determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists,

the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the

asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of

the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. 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

and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying

amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised

immediately in the income statement.

n) Inventories

The cost of work in progress and finished goods represents the amounts invoiced to the Group for origination, paper,

printing and binding. Inventories are valued at the lower of cost and net realisable value. Cost is determined using the

weighted average cost method. Net realisable value represents the estimated selling price for inventories less all estimated

costs of completion and costs necessary to make the sale. Provisions are made for slow-moving and obsolete stock.

A returns asset is recognised in Finished Goods, Inventory for the Group’s right to recover products from customers on

settling a returns liability.

o) Royalty advances to authors

Advances of royalties to authors are included within current trade and other receivables when the advance is paid less any

provision required to adjust the advance to its net realisable value. The royalty advance is expensed at the contracted royalty

rate as the related revenues are earned. A provision is made against gross advances (paid and payable) to the extent that

they are not expected to be fully earned from anticipated future sales of a title and subsidiary rights receivable.

p) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be

estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. When

a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present

value of those cash flows (when the effect of the time value of money is material).

q) Financial instruments

Financial assets and financial liabilities are recognised when the Group has become a party to the contractual provisions of

the instrument. The Group’s financial assets and liabilities are as below:

Trade receivables

Trade receivables and other receivables are measured on initial recognition at fair value, and are subsequently measured

at amortised cost using the effective interest rate method, less any impairment. Provisions for bad and doubtful debts are

based on the expected credit loss model. The “simplified approach” is used with the expected loss allowance measured at

an amount equal to the lifetime expected credit losses.

Cash and cash equivalents

Cash and cash equivalents in the statement of cash flows comprise cash in hand and at bank, other short-term deposits held

by the Group and overdrafts. Bank overdrafts are included in current liabilities in the statement of financial position.

Stock code: BMY

Annual Report and Accounts 2023

187

Financials

2. Significant accounting policies continued

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered

into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of

its liabilities.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Trade payables

Trade payables are not interest bearing and are initially recognised at fair value and subsequently at amortised cost using

the effective interest method.

r) Employee benefits

i. Defined contribution plans

Pension costs relating to defined contribution pension schemes are recognised in the income statement in the period for

which related services are rendered by the employee.

ii. Defined benefit plans

Until 1997, a subsidiary company operated a defined benefit pension scheme. The retirement obligation recognised in the

statement of financial position represents the net of the present value of the defined benefit obligation and the fair value of

plan assets at the statement of financial position date. The defined benefit obligation is calculated annually by independent

actuaries using the projected unit credit method.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or

credited to equity in other comprehensive income in the period in which they arise. Net interest is calculated by applying the

discount rate to the net defined benefit obligation and is presented as finance costs or finance income.

iii. Termination benefits

Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility

of withdrawal, to a formal detailed plan either to terminate employment before the normal retirement date, or to provide

termination benefits as a result of an offer made to encourage voluntary redundancy.

iv. Share-based payment transactions

The Group issues equity-settled share-based payment instruments to certain employees. Equity-settled share-based

payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-

settled share-based payments is charged to the income statement on a straight-line basis over the vesting period, based on

the Group’s estimate of the shares that will eventually vest.

Options granted under the Sharesave Plan are equity-settled. The fair values of such options have been calculated using the

Black-Scholes model based on publicly available market data.

Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2019, 50% of any

award under the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share.

Awards granted in 2020, 2021 and 2022 are subject to the following performance conditions; Earnings Per Share (60%), Non-

Consumer operating profit (15%), Consumer operating profit (15%) and BDR revenue (10%). The fair value of this element of

the awards is calculated using the Black-Scholes model. Where the awards are subject to a holding period, we have used the

Chaffe or Ghaidarov model to determine a discount for lack of marketability.

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188

Bloomsbury Publishing Plc

Notes to the Financial Statements

Accounting Policies continued

2. Significant accounting policies continued

s) Employee benefit trust

The Company operates an employee benefit trust and has de facto control of shares held by the trust and bears their

benefits and risks. The Group considers the trust to be substantially under its control and so consolidates the financial

information of the trust as stated in note 2f. The Group records the assets and liabilities of the trust as its own and shares

held by the trust are recorded at cost as a deduction from Shareholders’ equity. Finance costs and administrative expenses

are charged as they accrue.

t) Segmental reporting

Operating segments, which have not been aggregated, are reported in a manner that is consistent with the internal

reporting provided to the Chief Executive Officer (“CEO”), regarded as the Chief Operating Decision Maker.

The CEO views the Group primarily from a nature of business basis, reflecting the divisional performance of Consumer,

made up of Children’s Trade and Adult Trade, and Non-Consumer, made up of Academic & Professional and Special

Interest. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that

can be allocated on a reasonable basis. Performance is evaluated based on operating profit contributions using the same

accounting policies as adopted for the Group’s financial statements.

u) Dividends

Final dividends are recognised as liabilities once they are appropriately authorised by the Company’s shareholders. Interim

dividends are recorded when paid.

v) Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

reasonable expectations of future events. The resultant estimates will, by definition, not necessarily equal the related actual

results and may require adjustment in subsequent accounting periods.

The estimates and assumptions that may cause a material adjustment to the carrying amount of assets and liabilities in the

next financial year are:

i. Book returns

The level of sales returns liability is set out in note 19.

Printed books are normally sold on a sale-or-return basis. The timing of returns of unsold books is uncertain. A provision is

made against sales for the expected future returns of books that have not occurred by the end of an accounting period. The

sales returns liability represents 7.7% of annual gross title sales (2022: 8.5%).

This is an estimate as it requires management to estimate the level of expected future returns. As books are returnable

by customers, the Group makes a provision against books sold in the accounting period which is then carried forward in

anticipation of book returns received subsequent to the period end. The provision is recorded by sub-division, and is based

on the estimated time lag following a sale before a return is made, based on the historic returns data. The provision is

calculated by reference to historical returns rates, customer trends and expected future returns.

If these estimates do not reflect actual returns in future periods then revenues could be understated or overstated for a

particular period. In note 19 we have disclosed the impact on revenue of a 10% increase or decrease in actual returns in

the year.

Stock code: BMY

Annual Report and Accounts 2023

189

Financials

2. Significant accounting policies continued

ii. Author advances

Trade and other receivables in the Group Statement of Financial Position, in note 18, include royalty advances (i.e. net

unearned advances to authors). A provision is made against gross advances (paid and payable) to the extent that they are

not expected to be fully earned from anticipated future sales of a title and subsidiary rights receivable.

This is an estimate as it requires management to estimate the future sales of a title. The Directors review all royalty advances

for triggers indicating that a provision may be required and additionally at the end of each financial year a review is carried

out on advances for all published titles where the initial publication date is 12 months or earlier from the reporting period

end date to assess if a provision is required.

If it is unlikely that royalties from future title sales and subsidiary rights will fully earn down the advance, a provision is made

in the income statement on a title-by-title basis, with regard to historical net sales, expected future net sales and taking

account of the lifecycle of a book, for the difference between the carrying value and the anticipated recoverable amount

from future earnings.

In note 4, we have disclosed the provision made against advances in the year.

iii. Impairment reviews

The carrying value of goodwill arising on the acquisition of companies (or groups of companies) by the Group is set out in

note 11. The carrying value of the Company’s Investment in subsidiary companies is set out in note 35.

This is an estimate as it requires an estimation of future cash flows relating to each CGU or investment. IFRS require

management to undertake an annual test for impairment of indefinite life assets and, for finite life assets, to test for

impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Group currently undertakes an annual impairment test covering goodwill and other indefinite life assets and also

reviews finite life assets to consider whether a full impairment review is required. The Company tests the recoverability of

investments annually.

Intangible assets and investment recoverability is an area involving management judgement, requiring assessment as to

whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets

using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the

future cash flows, certain assumptions are required to be made. Note 11 details the assumptions used and sensitivities

analysis performed on the value in use calculations for goodwill. The key assumptions used in the cash flow projections for

Investments are discount rates, long term growth rates, revenue growth rates and forecast operating profits.

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190

Bloomsbury Publishing Plc

Notes to the Financial Statements

Accounting Policies continued

3. Revenue and segmental analysis

The Group is comprised of two worldwide publishing divisions: Consumer and Non-Consumer, reflecting the core customers

for our different operations. The Consumer Division is further split out into two operating segments: Children’s Trade and

Adult Trade. Non-Consumer is split between two operating segments: Academic & Professional, and Special Interest.

Each reportable segment represents a cash-generating unit for the purpose of impairment testing. We have allocated

goodwill between reportable segments. These divisions are the basis on which the Group primarily reports its segment

information. Segments derive their revenue from book publishing, sale of publishing and distribution rights, management

and other publishing services.

The analysis by segment is shown below:

Year ended 28 February 2023

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Unallocated

£’000

Total

£’000

External revenue 108,897 57,796 166,693 75,749 21,660 97,409 – 264,102

Cost of sales (56,205) (30,473) (86,678) (22,578) (9,935) (32,513) – (119,191)

Gross profit 52,692 27,323 80,015 53,171 11,725 64,896 – 144,911

Marketing and distribution costs (14,882) (9,455) (24,337) (5,364) (2,828) (8,192) – (32,529)

Contribution before

administrative expenses 37,810 17,868 55,678 47,807 8,897 56,704 – 112,382

Administrative expenses

excluding highlighted items (20,497) (16,835) (37,332) (35,296) (8,240) (43,536) – (80,868)

Share of result of joint venture – – – – – – (228) (228)

Operating profit/(loss) before

highlighted items/segment

results 17,313 1,033 18,346 12,511 657 13,168 (228) 31,286

Amortisation of acquired

intangible assets – (352) (352) (4,660) (214) (4,874) – (5,226)

Other highlighted items – – – – – – (457) (457)

Operating profit/(loss) 17,313 681 17,994 7,851 443 8,294 (685) 25,603

Finance income – – – 50 – 50 220 270

Finance costs (144) (81) (225) (125) (40) (165) (68) (458)

Profit/(loss) before taxation

and highlighted items 17,169 952 18,121 12,436 617 13,053 (76) 31,098

Amortisation of acquired

intangible assets – (352) (352) (4,660) (214) (4,874) – (5,226)

Other highlighted items – – – – – – (457) (457)

Profit/(loss) before taxation 17,169 600 17,769 7,776 403 8,179 (533) 25,415

Taxation – – – – – – (5,171) (5,171)

Profit/(loss) for the year 17,169 600 17,769 7,776 403 8,179 (5,704) 20,244

Operating profit/(loss) before

highlighted items/segment

results 17,313 1,033 18,346 12,511 657 13,168 (228) 31,286

Depreciation 930 659 1,589 950 234 1,184 – 2,773

Amortisation of internally

generated intangibles 487 629 1,116 3,023 322 3,345 – 4,461

EBITDA before highlighted

items 18,730 2,321 21,051 16,484 1,213 17,697 (228) 38,520

Stock code: BMY

Annual Report and Accounts 2023

191

Financials

3. Revenue and segmental analysis continued

Year ended 28 February 2022

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Unallocated

£’000

Total

£’000

External revenue 93,039 55,157 148,196 59,328 22,586 81,914 – 230,110

Cost of sales (46,759) (29,106) (75,865) (20,945) (11,138) (32,083) – (107,948)

Gross profit 46,280 26,051 72,331 38,383 11,448 49,831 – 122,162

Marketing and distribution costs (12,812) (8,271) (21,083) (5,335) (3,390) (8,725) – (29,808)

Contribution before

administrative expenses 33,468 17,780 51,248 33,048 8,058 41,106 – 92,354

Administrative expenses

excluding highlighted items (17,506) (15,732) (33,238) (23,907) (7,980) (31,887) – (65,125)

Share of result of joint venture – – – – – – (117) (117)

Operating profit/(loss) before

highlighted items/segment

results 15,962 2,048 18,010 9,141 78 9,219 (117) 27,112

Amortisation of acquired

intangible assets – (272) (272) (2,349) (214) (2,563) – (2,835)

Other highlighted items – – – – – – (1,715) (1,715)

Operating profit/(loss) 15,962 1,776 17,738 6,792 (136) 6,656 (1,832) 22,562

Finance income – – – 62 – 62 43

105

Finance costs (162) (94) (256) (115) (48) (163) (67) (486)

Profit/(loss) before taxation

and highlighted items 15,800 1,954 17,754 9,088 30 9,118 (141) 26,731

Amortisation of acquired

intangible assets – (272) (272) (2,349) (214) (2,563) – (2,835)

Other highlighted items – – – – – – (1,715) (1,715)

Profit/(loss) before taxation 15,800 1,682 17,482 6,739 (184) 6,555 (1,856) 22,181

Taxation – – – – – – (5,291) (5,291)

Profit/(loss) for the year 15,800 1,682 17,482 6,739 (184) 6,555 (7,147) 16,890

Operating profit/(loss) before

highlighted items/segment

results 15,962 2,048 18,010 9,141 78 9,219 (117) 27,112

Depreciation 914 632 1,546 604 251 855 – 2,401

Amortisation of internally

generated intangibles 455 508 963 3,405 302 3,707 – 4,670

EBITDA before highlighted

items 17,331 3,188 20,519 13,150 631 13,781 (117) 34,183

Total assets

28 February

2023

£’000

28 February

2022

£’000

Children’s Trade 19,569 13,633

Adult Trade 14,493 13,513

Academic & Professional 77,918 78,096

Special Interest 14,381 13,170

Unallocated 188,752 170,825

Total assets 315,113 289,237

Unallocated primarily represents centrally held assets including system development; property, plant and equipment; right-

of-use assets; receivables; and cash.

www.bloomsbury.com

192

Bloomsbury Publishing Plc

Notes to the Financial Statements

3. Revenue and segmental analysis continued

External revenue by source and destination

Source

Destination

United

Kingdom

£’000

North

America

£’000

Australia

£’000

India

£’000

Total

£’000

Year ended 28 February 2023

United Kingdom (country of domicile) 72,014 552 – – 72,566

North America 30,282 95,623 – – 125,905

Continental Europe 23,031 1,102 – 2 24,135

Australasia 2,678 2 16,145 – 18,825

Middle East and Asia 10,717 241 – 5,029 15,987

Rest of the world 5,910 774 – – 6,684

Overseas countries 72,618 97,742 16,145 5,031 191,536

Total 144,632 98,294 16,145 5,031 264,102

Year ended 28 February 2022

United Kingdom (country of domicile) 79,384 – – – 79,384

North America 22,499 68,542 – – 91,041

Continental Europe 23,695 – – – 23,695

Australasia 2,342 – 13,133 – 15,475

Middle East and Asia 5,958 174 – 4,134 10,266

Rest of the world 9,314 935 – – 10,249

Overseas countries 63,808 69,651 13,133 4,134 150,726

Total 143,192 69,651 13,133 4,134 230,110

During the year, sales to one customer exceeded 10% of Group revenue (2022: one customer). The value of these sales was

£68,856,000 (2022: £67,811,000). This customer purchases from all operating segments and represents 9% (2022: 10%) of

gross trade receivables.

Analysis of non-current assets (excluding deferred tax assets and financial instruments)

by geographic location

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

United Kingdom (country of domicile) 71,311 79,708

North America 26,796 22,196

Other 421 244

Total 98,528 102,148

Group revenues by product type

Year ended

28 February 2023

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Total

£’000

90,481 44,702 135,183 32,942 17,841 50,783 185,966

Ebooks 12,181 8,626 20,807 12,841 1,858 14,699 35,506

Digital Resources – – – 26,202 – 26,202 26,202

Audio 1,418 2,748 4,166 8 435 443 4,609

Rights and services

4,817 1,720 6,537 3,756 1,526 5,282 11,819

Total 108,897 57,796 166,693 75,749 21,660 97,409 264,102

Stock code: BMY

Annual Report and Accounts 2023

193

Financials

3. Revenue and segmental analysis continued

Year ended

28 February 2022

Children’s

Trade

£’000

Adult

Trade

£’000

Consumer

£’000

Academic &

Professional

£’000

Special

Interest

£’000

Non-

Consumer

£’000

Total

£’000

79,053 42,702 121,755 29,996 18,632 48,628 170,383

Ebooks 9,680 8,089 17,769 8,497 2,049 10,546 28,315

Digital Resources – – – 18,645 – 18,645 18,645

Audio 831 2,422 3,253 8 305 313 3,566

Rights and services

3,475 1,944 5,419 2,182 1,600 3,782 9,201

Total 93,039 55,157 148,196 59,328 22,586 81,914 230,110

1. Print includes print books and games.

2. Rights and services revenue includes revenue from copyright and trademark licences, management contracts, advertising and publishing services.

Contract Balances

Online digital platforms sales within the Digital revenue stream generally entail customer billings at or near the contract’s

inception and accordingly Digital deferred income balances are primarily related to subscription performance obligations to

be delivered over time.

Ebook sales within the Digital revenue stream generally derived from ebook aggregators who provide periodic sales reports

over time. The extent of accrued income is related to the timing of receiving these reports.

Within the Rights and Services revenue stream are licenses for multiple-titles at a fixed price. As the performance obligations

within these arrangements are generally when the customer is granted access, the extent of accrued income will ultimately

depend upon the difference between revenue recognised and billings to date.

Refer to note 18 for opening and closing balances of accrued income. Refer to note 19 for opening and closing balances

of deferred income. Revenue recognised during the period from changes in deferred income was driven primarily by the

release of revenue over time from digital subscriptions and delivery of print books invoiced but not delivered in the previous

financial year.

The below table depicts the remaining transaction price on unsatisfied or partially unsatisfied performance obligations from

contracts with customers as follows:

Year ended

28 February 2023

Sales

£’000

Deferred

income

£’000

Committed

sales

£’000

Total

remaining

transaction

price

£’000

2024

£’000

2025

£’000

2026

and later

£’000

Print 185,966 291 5,149 5,440 5,413 17 10

Digital 66,317 9,394 468 9,862 8,643 423 796

Rights and services 11,819 115 683 798 485 238 75

Total 264,102 9,800 6,300 16,100 14,541 678 881

Year ended

28 February 2022

Sales

£’000

Deferred

income

£’000

Committed

sales

£’000

Total

remaining

transaction

price

£’000

2023

£’000

2024

£’000

2025

and later

£’000

Print 170,383 445 8,204 8,649 8,645 4 –

Digital 50,526 8,627 976 9,603 7,959 864 780

Rights and services 9,201 4 981 985 682 211 92

Total 230,110 9,076 10,161 19,237 17,286 1,079 872

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194

Bloomsbury Publishing Plc

Notes to the Financial Statements

4. Operating profit

Operating profit is stated after charging the following amounts:

Notes

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Purchase of goods and changes in inventories 17 67,342 59,209

Auditor’s remuneration (see page 196) 287 484

Depreciation of property, plant and equipment 14 659 512

Depreciation of right-of-use assets 15 2,114 1,889

Highlighted items (see below) 5,683 4,550

Provision made against advances 5,033 6,115

Loss on disposal of property, plant and equipment 13 –

Loss on disposal of other intangible assets 107 65

Exchange (gain)/loss (865) 245

Loss allowance for financial assets 178 646

Staff costs (excluding termination benefits) 5 60,936 47,806

Highlighted items

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Legal and other professional fees on acquisitions

93 1,317

Integration and restructuring costs 364 398

Other highlighted items 457 1,715

Amortisation of acquired intangible assets 5,226 2,835

Total highlighted items 5,683 4,550

Highlighted items charged to operating profit comprise significant non-cash charges and major one-off initiatives, which are

highlighted in the income statement because, in the opinion of the Directors, separate disclosure is helpful in understanding

the underlying performance and future profitability of the business.

All highlighted items are included in administrative expenses in the income statement.

For the year ended 28 February 2023, legal and other professional fees of £93,000 were incurred as a result of the Group’s

acquisitions, including ABC-CLIO, LLC and certain assets of UIT Cambridge. Integration and restructuring costs primarily

relate to the integration of the ABC-CLIO, LLC, Head of Zeus Limited acquisitions and certain assets of Red Globe Press.

For the year ended 28 February 2022, legal and other professional fees of £1,317,000 were incurred as a result of the Group’s

acquisitions, including ABC-CLIO, LLC, Head of Zeus Limited and certain assets of Red Globe Press. Integration and

restructuring costs primarily relate to the integration of the above acquisitions including restructuring and other restructuring

in both Divisions.

Stock code: BMY

Annual Report and Accounts 2023

195

Financials

4. Operating profit continued

Auditor’s remuneration

Amounts payable to Crowe U.K. LLP and its associates in respect of both audit and non-audit services for the year ended

28 February 2023 and KPMG LLP and its associates in respect of both audit and non-audit services for the year ended 28

February 2022 are as follows:

Year ended 28 February 2023 Year ended 28 February 2022

£’000

Overseas

£’000

Total

£’000

Overseas

£’000

Total

£’000

Fees payable to the Company’s Auditor

for the audit of the parent Company and

consolidated financial statements 199 86 285 322 153 475

Fees payable to the Company’s Auditor

and its associates for other services:

Audit of the Company’s subsidiaries

pursuant to legislation – 2 2 – 9 9

Total 199 88 287 322 162 484

5. Staff costs

Staff costs, including Directors, during the year were:

Notes

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Salaries (including bonuses) 52,196 40,296

Social security costs 4,835 3,697

Pension costs 24 2,304 1,759

Share-based payment charge 23 1,601 2,054

Staff costs (excluding termination benefits) 60,936 47,806

Termination benefits 176 658

Total 61,112 48,464

For the year ended 28 February 2023 £36,000 (year ended 28 February 2022: £247,000) of termination benefits are included

in restructuring within highlighted items.

The average monthly number of employees during the year were:

Year ended

28 February

2023

Year ended

28 February

2022

Editorial, production and selling 813 680

Finance and administration 166 138

Total 979 818

Staff costs are charged to administrative expenses.

Two (2022: two) Directors were accruing benefits during the year under defined contribution pension arrangements.

www.bloomsbury.com

196

Bloomsbury Publishing Plc

Notes to the Financial Statements

5. Staff costs continued

Total emoluments for Directors was:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Short-term employee benefits 1,894 1,831

Post-employment benefits 77 92

Total 1,971 1,923

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 those Directors of the global divisions, major geographic regions

and departments who are actively involved in strategic decision making.

Total emoluments for Executive Directors and other key management personnel were:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Short-term employee benefits 4,387 4,068

Post-employment benefits 170 173

Share-based payment charge 1,020 1,150

Total 5,577 5,391

6. Finance income and finance costs

Notes

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Finance income

Interest on bank deposits 203 30

Other interest receivable 50 62

Interest income on pension plan assets 24 17 13

Total 270 105

Finance costs

Interest on lease liabilities 26 390 419

Interest cost on pension obligations 24 17 12

Interest on bank overdraft and loans – 3

Other interest payable 51 52

Total 458 486

Stock code: BMY

Annual Report and Accounts 2023

197

Financials

7. Taxation

a) Tax charge for the year

Notes

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Current taxation

UK corporation tax

Current year 2,100 3,243

Adjustment in respect of prior years 108 (89)

Overseas taxation

Current year 5,012 3,310

Adjustment in respect of prior years (1,231) (84)

5,989 6,380

Deferred tax 16

Origination and reversal of temporary differences (191) (926)

Adjustment in respect of prior years (3) 317

Tax rate adjustment (65) 144

Overseas

Origination and reversal of temporary differences (1,286) (819)

Adjustment in respect of prior years 727 195

(818) (1,089)

Total taxation expense

5,171 5,291

b) Factors affecting tax charge for the year

The tax on the Group’s profit before tax differs from the standard rate of corporation tax in the United Kingdom of 19.00%

(2022: 19.00%). The reasons for this are explained below:

Year ended

28 February 2023

Year ended

28 February 2022

£’000 % £’000 %

Profit before taxation 25,415 100.0 22,181 100.0

Profit on ordinary activities multiplied by the standard rate of corporation

tax in the UK of 19% (2022: 19.00%) 4,829 19.0 4,214 19.0

Effects of:

Non-deductible revenue expenditure 67 0.3 16 0.1

Non-taxable income (323) (1.3) (383) (1.7)

Different rates of tax in foreign jurisdictions 865 3.4 946 4.3

Tax losses 189 0.7 (212) (1.0)

Movement in deferred tax rate (65) (0.3) 144 0.7

Adjustment to tax charge in respect of prior years

Current tax (1,123) (4.4) (173) (0.8)

Deferred tax 724 2.9 512 2.3

Tax charge for the year before disallowable costs on highlighted items 5,163 20.3 5,064 22.9

Highlighted items

Disallowable costs 8 – 227 1.0

Tax charge for the year 5,171 20.3 5,291 23.9

Different rates of tax in foreign jurisdictions is where we are paying tax at higher rates in the US and Australia as well as

paying state taxes in the US.

Tax losses relate to the recognition of previously unrecognised tax losses or losses in the year that have not been recognised

as deferred tax assets.

www.bloomsbury.com

198

Bloomsbury Publishing Plc

Notes to the Financial Statements

7. Taxation continued

Adjustments to prior periods primarily arise where an outcome is obtained on certain tax matters which differs from

expectations held when the related provision was made. Where the outcome is more favourable than the provision made,

the difference is released, lowering the current year tax charge. Where the outcome is less favourable than our provision, an

additional charge to current year tax will occur.

We are not aware of any significant unprovided exposures that are considered likely to materialise.

c) Factors affecting tax charge for future years

Factors which may affect the future tax charges includes changes in tax legislation, transfer pricing regulations and the level

and mix of profitability in different countries.

d) Tax effects of components of other comprehensive income

Before tax

2023

£’000

Tax charge

2023

£’000

After tax

2023

£’000

Before tax

2022

£’000

Tax charge

2022

£’000

After tax

2022

£’000

Exchange difference on translating foreign

operations 7,464 – 7,464 1,497 – 1,497

Remeasurements on the defined benefit

pension scheme – – – (12) 2 (10)

Other comprehensive income 7,464 – 7,464 1,485 2 1,487

8. Dividends

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Amounts paid in the year

Prior period 9.40p final dividend per share (2022: 7.58p) 7,604 6,141

Prior period special dividend per share for the year (2022: 9.78p) – 7,923

Interim 1.41p dividend per share (2022: 1.34p) 1,148 1,093

Total dividend payments in the year 8,752 15,157

Amounts arising in respect of the year

Interim 1.41p dividend per share for the year (2022: 1.34p) 1,148 1,093

Proposed 10.34p final dividend per share for the year (2022: 9.40p) 8,397 7,671

Total dividend 11.75p per share for the year (2022: 10.74p) 9,545 8,764

The Directors are recommending a final dividend of 10.34 pence per share, which, subject to Shareholder approval at the

Annual General Meeting on 18 July 2023, will be paid on 25 August 2023 to Shareholders on the register at close of business

on 28 July 2023.

Stock code: BMY

Annual Report and Accounts 2023

199

Financials

9. Earnings per share

The basic earnings per share for the year ended 28 February 2023 is calculated using a weighted average number of

Ordinary shares in issue of 81,172,636 (2022: 81,532,620) after deducting shares held by the Employee Benefit Trust.

The diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares to take account

of all dilutive potential Ordinary shares, which are in respect of unexercised share options and the Performance Share Plan.

Year ended

28 February

2023

Number

Year ended

28 February

2022

Number

Weighted average shares in issue 81,172,636 81,532,620

Dilution 1,336,878 1,530,573

Diluted weighted average shares in issue 82,509,514 83,063,193

£’000 £’000

Profit after tax attributable to owners of the Company 20,244 16,890

Basic earnings per share 24.94p 20.72p

Diluted earnings per share 24.54p 20.33p

£’000 £’000

Adjusted profit attributable to owners of the Company 25,217 21,548

Adjusted basic earnings per share 31.07p 26.43p

Adjusted diluted earnings per share 30.56p 25.94p

Adjusted profit is derived as follows:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Profit before taxation 25,415 22,181

Amortisation of acquired intangible assets 5,226 2,835

Other highlighted items 457 1,715

Adjusted profit before tax 31,098 26,731

Tax expense 5,171 5,291

Deferred tax movements on goodwill and acquired intangible assets 631 (207)

Tax expense on other highlighted items 79 99

Adjusted tax 5,881 5,183

Adjusted earnings 25,217 21,548

The Group includes the benefit of tax amortisation of intangible assets within adjusted tax as this benefit more accurately

aligns the adjusted tax charge with the expected cash tax payments.

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Bloomsbury Publishing Plc

Notes to the Financial Statements

10. Business combinations completed in prior periods

ABC - CLIO, LLC

On 15 December 2021 the Group acquired the members’ interest of ABC – CLIO, LLC (“ABC-CLIO”). The consideration, is

£16.7 million, of which £16.6 million was satisfied in cash at completion, with £0.1 million payable in cash post completion,

subject to working capital and other considerations.

ABC-CLIO is an established academic publisher of reference, nonfiction, online curriculum and professional development

materials in both print and digital formats for schools, academic libraries and public libraries, primarily in the USA. This

acquisition further strengthens Bloomsbury Digital Resources and significantly accelerates Bloomsbury’s academic

publishing in North America, growing international revenues. ABC-CLIO will operate within Bloomsbury’s Academic &

Professional division.

As disclosed in last year’s Annual Report, the value of identifiable net assets of ABC-CLIO had only been determined on a

provisional basis due to working capital adjustments not having been finalised at that time. These have now been finalised

and it has not led to any changes in the fair values of assets acquired.

The table below summarises the fair values to the Group included in the consolidated financial statements of the major

categories of assets and liabilities of ABC-CLIO at the date of acquisition.

Net assets acquired

Fair value to

the Group

£’000

Assets

Other intangible assets 16,572

Property, plant and equipment 284

Right-of-use assets 357

Deferred tax assets 962

Total non-current assets 18,175

Inventories 552

Trade and other receivables 3,354

Cash and cash equivalents 342

Total current assets 4,248

Total assets 22,423

Liabilities

Lease liabilities 184

Total non-current liabilities 184

Trade and other liabilities 7,564

Lease liabilities 173

Current tax liabilities 254

Total current liabilities 7,991

Total liabilities 8.175

Identifiable net assets 14,248

Goodwill 2,497

Total 16,745

Identifiable intangible assets of £16,572,000 consist of publishing rights, imprints and product development. The publishing

rights have a useful life of 6-7 years, imprints have a useful life of 7 years and product development have a useful life of

10 years. The goodwill arising of £2,497,000 is attributable to the expected profitability of the acquired business and the

synergies expected to arise after the acquisition.

The gross contractual trade and other receivables at acquisition is £3,445,000 of which, as at the acquisition date, £91,000 is

the best estimate of the contractual cash flows that are not expected to be collected.

Stock code: BMY

Annual Report and Accounts 2023

201

Financials

28 February

2023

£’000

28 February

2022

£’000

Cost

At start of year 52,172 48,947

Acquisitions – 3,076

Exchange differences 750 149

At end of year 52,922 52,172

Impairment

At start of year 4,262 4,259

Exchange differences 4 3

At end of year 4,266 4,262

Net book value

At end of year 48,656 47,910

At start of year 47,910 44,688

Goodwill is not amortised, but instead is subject to annual impairment reviews. Any impairment losses are recognised

immediately in the income statement.

Management has aligned the monitoring of goodwill to how it reviews the performance of the business. Goodwill is

monitored by management at the publishing division level. The following is a summary of goodwill allocation for each

publishing division:

28 February

2023

£’000

28 February

2022

£’000

Children’s Trade 1,973 1,767

Adult Trade 3,070 2,819

Academic & Professional 38,660 38,371

Special Interest 4,953 4,953

Total 48,656 47,910

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Bloomsbury Publishing Plc

Notes to the Financial Statements

10.

Business combinations completed in prior periods continued

Transaction costs of £630,000 have been expensed in the prior year within administrative expenses.

From 16 December 2021, revenue of £2.2 million and profit attributable to owners of the Company of £0.4 million have been

included in the consolidated income statement for the period ended 28 February 2022 in relation to ABC-CLIO.

If the acquisition had occurred on 1 March 2021 the revenue and profit attributable to the Group for the year ended

28 February 2022 would have been £10.9 million and £1.3 million higher respectively. These pro forma amounts do not

include any possible synergies from the acquisition. The pro forma information is provided for comparative purposes only

and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of

operations of the combined companies.

11. Goodwill

11.

Goodwill continued

Impairment testing

The recoverable amount of the Group’s goodwill has been considered with regard to value-in-use calculations. These

calculations use the pre-tax future cash flow projections of each cash-generating unit (“CGU”) based on the Board’s

approved budgets for the year ended 29 February 2024 and the Board-approved five-year plan. The calculations include

a terminal value based on the projections for the final year of the five-year plan with a long-term growth rate assumption

applied.

The key assumptions for calculating value in use are:

Discount rates CAGR – Revenue Long-term growth

2023

2022

2023

2022

2023

2022

Children’s Trade 11.2 11.6 5.4 2.2 2.0 2.0

Adult Trade 11.5 11.7 7.0 9.9 2.0 2.0

Academic & Professional 11.0 11.2 5.3 9.9 2.0 2.0

Special Interest 12.0 12.5 3.9 6.2 2.0 2.0

scount rates

The discount rates applied to the cash flows are calculated using a pre-tax rate based on the weighted average cost of

capital for the Group. This is adjusted for risks specific to the market in which the CGU operates.

Revenue growth rates

Growth rates have been calculated based on those applied to the Board-approved budget for the year ended

29 February 2024 and five-year plan. They incorporate future expectations of growth in backlist revenues and strategic plan

for each publishing division.

The five-year forecasts are extrapolated to perpetuity on the basis that the relevant CGUs are long-established business

units. The long-term growth rates are blended rates formed from the territory-specific long-term growth rates.

Gross margins

Gross margins have been based on historic performance and expected changes to the sales mix in future periods.

Sensitivity

Management has performed sensitivity analysis based on the key assumptions for calculating the value in use. The discount

rate has been increased by 2.0% and the long term growth rate has been decreased from 2.0% to 0.0%. In addition,

management has applied severe but plausible downside scenario in accordance with the going concern review as set out on

page 181. This assumes:

• Print revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;

• Digital revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;

Under these circumstances, management has not identified any reasonably possible changes to key assumptions that would

cause the carrying value of goodwill of the CGUs to exceed its recoverable amount.

Stock code: BMY

Annual Report and Accounts 2023

203

Financials

12. Other intangible assets

Publishing

rights

£’000

Imprints

£’000

Subscriber

and

customer

relationships

£’000

Trademarks

£’000

Systems

development

£’000

Product

development

£’000

Assets

under

construction

£’000

Total

£’000

Cost

At 28 February 2021 19,224 8,090 4,391 269 9,673 16,720 319 58,686

Acquisitions¹ 12,373 5,499 – – – 1,668 – 19,540

Additions

3,418 – – 28 717 2,472 442 7,077

Transfers – – – – – 371 (371) –

Disposals – – – – – (3,009) – (3,009)

Exchange differences 2 (23) 12 6 12 28 – 37

At 28 February 2022 35,017 13,566 4,403 303 10,402 18,250 390 82,331

Additions 505 83 – 41 1,014 3,528 545 5,716

Transfers – – – – – 22 (22) –

Disposals – – – (1) (9) (981) (98) (1,089)

Exchange differences 1,481 451 35 16 35 338 – 2,356

At 28 February 2023 37,003 14,100 4,438 359 11,442 21,157 815 89,314

Amortisation

At 28 February 2021 12,195 2,697 3,672 53 7,004 11,728 – 37,349

Disposals – – – – – (2,944) – (2,944)

Charge for the year 1,907 635 293 18 1,025 3,627 – 7,505

Exchange differences 52 – 7 1 12 26 – 98

At 28 February 2022 14,154 3,332 3,972 72 8,041 12,437 – 42,008

Disposals – – – – (6) (976) – (982)

Charge for the year 3,711 1,190 158 23 1,102 3,503 – 9,687

Exchange differences 179 13 23 – 34 109 – 358

At 28 February 2023 18,044 4,535 4,153 95 9,171 15,073 – 51,071

Net book value

At 28 February 2023 18,959 9,565 285 264 2,271 6,084 815 38,243

At 28 February 2022 20,863 10,234 431 231 2,361 5,813 390 40,323

1. The acquisitions relate to the Head of Zeus Limited and ABC-CLIO, LLC business combinations.

2. The addition of £2,846,000 Publishing Rights relates to the acquisition of assets of Red Globe Press on 1 June 2021. The addition of £572,000 Publishing

Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.

13. Investments

28 February

2023

£’000

28 February

2022

£’000

Joint venture - 45

Total - 45

The amounts recognised in the Income Statement are as follows:

28 February

2023

£’000

28 February

2022

£’000

Equity securities impairment - –

Joint venture (228) (117)

Total (228) (117)

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204

Bloomsbury Publishing Plc

Notes to the Financial Statements

14. Property, plant and equipment

Short

leasehold

improvements

£’000

Furniture

and fittings

£’000

Computers

and other

office

equipment

£’000

Motor

vehicles

£’000

Total

£’000

At 28 February 2021 2,922 998 3,153 31 7,104

Acquisitions 44 105 187 – 336

Additions 19 197 428 – 644

Exchange differences 5 15 25 1 46

At 28 February 2022 2,990 1,315 3,793 32 8,130

Additions 31 176 597 45 849

Disposals (2) (78) (72) (33) (185)

Exchange differences 24 61 113 – 198

At 28 February 2023 3,043 1,474 4,431 44 8,992

Depreciation

At 28 February 2021 1,929 898 2,414 17 5,258

Charge for the year 129 54 329 – 512

Exchange differences 4 16 21 – 41

At 28 February 2022 2,062 968 2,764 17 5,811

Charge for the year 147 77 411 24 659

Disposals (1) (78) (60) (33) (172)

Exchange differences 18 50 122 1 191

At 28 February 2023 2,226 1,017 3,237 9 6,489

Net book value

At 28 February 2023 817 457 1,194 35 2,503

At 28 February 2022 928 347 1,029 15 2,319

The depreciation charge is included in administrative expenses.

Stock code: BMY

Annual Report and Accounts 2023

205

Financials

15. Right-of-use assets

Property

£’000

Cars

£’000

Equipment

£’000

Total

£’000

At 28 February 2021 14,493 152 53 14,698

Acquisitions 580 – 52 632

Additions 216 33 116 365

Exchange differences 144 – 3 147

At 28 February 2022 15,433 185 224 15,842

Additions 326 39 – 365

Disposals – (84) (9) (93)

Exchange differences 461 – 17 478

At 28 February 2023 16,220 140 232 16,592

Depreciation

At 28 February 2021 3,157 99 9 3,265

Charge for the year 1,741 54 94 1,889

Exchange differences 59 – 1 60

At 28 February 2022 4,957 153 104 5,214

Charge for the year 2,024 30 60 2,114

Disposals – (84) (9) (93)

Exchange differences 221 – 10 231

At 28 February 2023 7,202 99 165 7,466

Net book value

At 28 February 2023 9,018 41 67 9,126

At 28 February 2022 10,476 32 120 10,628

The depreciation charge is included in administrative expenses.

16. Deferred tax assets and liabilities

a) Recognised deferred tax assets and liabilities

Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset

or liability arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.

Movement in temporary differences during the year:

Tax losses

£’000

Property,

plant and

equipment

£’000

Retirement

benefit

obligation

£’000

Share-based

payments

£’000

Intangible

assets

£’000

Other

£’000

Total

£’000

At 28 February 2021 329 409 39 352 (2,323) 2,712 1,518

Recognised on acquisition 137 (7) – – (700) 962 392

Credit/(charge) to the

income statement 820 (283) 6 194 (257) 609 1,089

Credit to other

comprehensive income – – 2 – – – 2

Credit to equity – – – 408 – – 408

Exchange differences 1 – – – (18) 80 63

At 28 February 2022 1,287 119 47 954 (3,298) 4,363 3,472

(Charge)/credit to the

income statement (263) 82 29 (90) 631 429 818

Credit to equity – – – 81 – – 81

Exchange differences 3 – – – 34 405 442

At 28 February 2023 1,027 201 76 945 (2,633) 5,197 4,813

www.bloomsbury.com

206

Bloomsbury Publishing Plc

Notes to the Financial Statements

16. Deferred tax assets and liabilities continued

Deferred tax assets in respect of losses are only recognised to the extent that it is anticipated they will be utilised in the

foreseeable future.

The Other deferred tax asset predominantly relates to temporary differences i.e. valuation adjustments and return and

inventory provisions held on the balance sheet recognised in the current tax calculation and tax return only when utilised.

This predominantly relates to the US and UK.

b) The analysis for financial reporting purposes is as follows:

28 February

2023

£’000

28 February

2022

£’000

Deferred tax assets 7,928 7,168

Deferred tax liabilities (3,115) (3,696)

Total 4,813 3,472

c) Unrecognised deferred tax assets

The Group had deferred tax assets not recognised in the financial statements as follows:

28 February

2023

£’000

28 February

2022

£’000

Trading losses 1,328 1,679

At 28 February 2023, the Group had unrecognised trading losses of £5.3 million (2022: £6.7 million). A deferred tax asset has

not been recognised in respect of these taxable losses. Due to the nature of these losses they cannot easily be offset against

future Group profits.

Deferred tax is not provided on unremitted earnings of subsidiaries where the Group controls the timing of remittance and it

is probable that the temporary difference will not reverse in the foreseeable future.

17. Inventories

28 February

2023

£’000

28 February

2022

£’000

Work in progress 4,042 5,604

Finished goods for resale 39,322 28,212

Total 43,364 33,816

The cost of inventories recognised as cost of sales amounted to £55,619,000 (2022: £49,017,000). In addition to this, the

provision and write-down of inventories to net realisable value recognised in cost of sales amounted to £11,723,000

(2022: £10,192,000).

Stock code: BMY

Annual Report and Accounts 2023

207

Financials

18. Trade and other receivables

28 February

2023

£’000

28 February

2022

£’000

Non-current

Accrued income 934 923

Current

Gross trade receivables 72,549 68,764

Less: loss allowance (3,334) (3,551)

Net trade receivables 69,215 65,213

Income tax recoverable 2,332 1,392

Other receivables 2,497 2,431

Prepayments 2,653 2,672

Accrued income 6,579 4,494

Royalty advances 29,543 28,677

Total current trade and other receivables 112,819 104,879

Total trade and other receivables 113,753 105,802

Non-current receivables relate to accrued income on long-term rights deals.

A provision is held against gross advances payable in respect of published title advances which may not be fully earned

down by anticipated future sales. As at 28 February 2023, £7,745,000 (2022: £7,145,000) of royalty advances relate to titles

expected to be published in more than 12 months’ time.

Other receivables principally comprises VAT recoverable.

Trade receivables principally comprise amounts receivable from the sale of books due from distributors. The majority of

trade debtors are secured by credit insurance and in certain territories by third-party distributors.

The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The Group’s

exposure to credit and currency risks is disclosed in note 25. The average number of days’ credit taken for sales of books by

the Group was 96 days (2022: 103 days).

A loss allowance is made with reference to specific debts, past default experience, trading history and the current economic

environment. Movements on the Group loss allowance for trade receivables are as follows:

28 February

2023

£’000

28 February

2022

£’000

At start of year 3,551 3,230

Acquired – 128

Amounts created 908 1,134

Amounts utilised (423) (459)

Amounts released (733) (488)

Exchange differences 31 6

At end of year 3,334 3,551

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208

Bloomsbury Publishing Plc

Notes to the Financial Statements

19. Trade and other liabilities

28 February

2023

£’000

28 February

2022

£’000

Current

Trade payables 35,016 30,245

Sales returns liability 14,921 15,292

Taxation and social security 1,728 2,018

Other payables 6,096 4,901

Accruals 44,059 41,496

Deferred income 9,800 9,076

Total current trade and other liabilities 111,620 103,028

Total trade and other liabilities 111,620 103,028

Trade payables are non-interest bearing and are normally settled on terms of between 30 and 90 days.

If actual returns were 10% higher or lower in the year revenue would have been £1.8 million lower/higher (2022: £1.5 million

lower/higher).

Other payables principally comprises sub rights payable to authors.

20. Loans and borrowings

Reconciliation of movements of liabilities to cash flows arising from financing activities:

Liability Equity

Lease liability

£’000

Bank

overdrafts

used for cash

management

purposes

£’000

capital/ share

premium

£’000

Other

reserves

£’000

Retained

earnings

£’000

Total

£’000

Balance at 28 February 2022 12,226 – 48,339 16,892 103,738 181,195

Changes from financing cash flows

Equity dividend paid – – – – (8,752) (8,752)

Purchase of shares by the Employee

Benefit Trust – – – (1,669) – (1,669)

Proceeds from exercise of share options – – – 2,539 (2,273) 266

Repayment of lease liabilities (2,226) – – – – (2,226)

Interest paid (390) – – – – (390)

Total changes from financing cash flows (2,616) – – 870 (11,025) (12,771)

Other changes

Liability-related

Right-of-use asset additions 365 – – – – 365

Foreign exchange movements 287 – – – – 287

Interest expense 390 – – – – 390

Total liability-related other changes 1,042 – – – – 1,042

Total equity-related other changes – – – 8,699 20,325 29,024

Balance at 28 February 2023 10,652 – 48,339 26,461 113,038 198,490

Stock code: BMY

Annual Report and Accounts 2023

209

Financials

20. Loans and borrowings continued

Liability Equity

Lease liability

£’000

Bank

overdrafts

used for cash

management

purposes

£’000

capital/ share

premium

£’000

Other

reserves

£’000

Retained

earnings

£’000

Total

£’000

Balance at 28 February 2021 12,943 – 48,339 16,253 103,657 181,192

Changes from financing cash flows

Equity dividend paid – – – – (15,157) (15,157)

Purchase of shares by the Employee

Benefit Trust – – – (4,489) – (4,489)

Proceeds from exercise of share options – – – 2,084 (2,050) 34

Repayment of borrowings – (1,097) – – – (1,097)

Repayment of lease liabilities (1,862) – – – – (1,862)

Interest paid (419) (55) – – – (474)

Total changes from financing cash flows (2,281) (1,152) – (2,405) (17,207) (23,045)

Other changes

Liability-related

Borrowings recognised on acquisition – 1,097 – – – 1,097

Right-of-use asset additions 1,024 – – – – 1,024

Foreign exchange movements 121 – – – – 121

Interest expense 419 55 – – – 474

Total liability-related other changes 1,564 1,152 – – – 2,716

Total equity-related other changes – – – 3,044 17,288 20,332

Balance at 28 February 2022 12,226 – 48,339 16,892 103,738 181,195

21. Provisions

Author

advances

£’000

Property

£’000

Total

£’000

At 28 February 2022 565 320 885

Created in the year 284 36 320

Released in the year (12) – (12)

Utilised in the year (153) – (153)

Exchange difference 58 – 58

28 February 2023 742 356 1,098

Non-current – 334 334

Current 742 22 764

The property provision includes amounts provided for dilapidations. The author advance provision is a provision against

future cash outflows on published titles where the Group does not expect to fully recover the advance.

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210

Bloomsbury Publishing Plc

Notes to the Financial Statements

22. Share capital and other reserves

Share capital

28 February

2023

£’000

28 February

2022

£’000

Authorised:

108,811,522 Ordinary shares of 1.25p each (2022: 108,811,552 Ordinary shares of 1.25p each) 1,360 1,360

Allotted, called up and fully paid:

81,608,672 Ordinary shares of 1.25p each (2022: 81,608,672 Ordinary shares of 1.25p each) 1,020 1,020

The Company has one class of Ordinary share that carries equal voting rights and no contractual right to receive payment.

No shares are held by the Company as Treasury shares. Directors and other employees of the Group have been granted

options to purchase 2,039,536 (2022: 2,162,194) Ordinary shares with an aggregate nominal value of £25,494 (2022: £27,027)

(see note 23).

Share premium

This reserve records the amount above nominal value received for shares sold less transaction costs.

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial information of

foreign operations.

Merger reserve

The merger reserve comprises the amount that would otherwise arise in share premium relating to specific share issue,

wherein more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by

the Company, thereby attracting merger relief under the Companies Act 2006.

Capital redemption reserve

The capital redemption reserve arose on the purchase by the Company of its own shares and comprises the amount by

which the distributable profits were reduced on these transactions.

Share-based payment reserve

The share-based payment reserve comprises cumulative amounts charged in respect of employee share-based payment

arrangements.

Own shares held by the Employee Benefit Trust

The Employee Benefit Trust (“EBT”) is an independent discretionary trust established to acquire issued shares of the

Company to satisfy any of the share-based incentive schemes (see note 23) and plans of the Company. All employees of the

Group are potential beneficiaries of the EBT. The results and net assets of the EBT are included in the consolidated financial

statements of the Group.

The market value of the 400,626 shares of the Company held at 28 February 2023 (2022: 710,293) in the EBT was £1,678,623

(2022: £2,890,893). While the trustee has power to subscribe for Ordinary shares and to acquire Ordinary shares in the

market or from Treasury, it is not permitted to hold more than 5% of the issued share capital without prior approval of the

Shareholders.

As at the date of signing this Annual Report, the Trust held 391,014 Ordinary shares of 1.25 pence being approximately 0.5%

of the issued Ordinary share capital.

Retained earnings

The retained earnings reserve comprises profit for the year attributable to owners of the Company and other items

recognised directly through equity as presented on the consolidated statement of changes in equity.

Stock code: BMY

Annual Report and Accounts 2023

211

Financials

23. Share-based payments

Options over shares of the ultimate parent undertaking, Bloomsbury Publishing Plc, have been granted to employees of the

Group under various schemes.

The total share-based payment charge to the income statement for the year was as follows:

28 February

2023

£’000

28 February

2022

£’000

Equity-settled share-based transactions 1,235 1,547

Cash-settled share-based transactions 366 507

Total 1,601 2,054

National Insurance contributions are payable by the Company in respect of some of the share-based payment transactions.

These contributions are payable on the date of exercise based on the intrinsic value of the share-based payments and are

therefore treated as cash-settled awards. The Group had an accrual for National Insurance at 28 February 2023 of £563,000

(2022: £483,000), of which none related to vested options. The weighted average share price at the date of exercise for share

options exercised during the period was 427 pence.

a) The Bloomsbury Performance Share Plan (“the PSP”)

The Group operates the PSP for Directors and senior employees. Awards under the scheme are granted as conditional share

awards. The number of Ordinary shares comprised in an award is calculated using a share value equal to the closing middle-

market price on the dealing day before the award date.

The vesting period is three years and for awards granted during the year ended February 2020, 50% of the level of vesting

is subject to the achievement of Earnings Per Share (“EPS”). The other 50% is subject to a Return on Capital Employed

(“ROCE”) performance condition. For awards granted during the year ended February 2021, February 2022 and February

2023 the award is subject to the following performance conditions; EPS (60%), Non-Consumer operating profit (15%),

Consumer operating profit (15%) and BDR revenue (10%). For details of the performance conditions see the Directors’

Remuneration Report on pages 143 to 168. Awards are not exercisable after the vesting date and awards that vest on the

vesting date are automatically exercised. Except in certain circumstances awards lapse if the employee leaves the Group.

Year ended

28 February

2023

Number

Year ended

28 February

2022

Number

Outstanding at start of year 1,536,094 1,572,390

Granted during the year 360,738 489,116

Exercised during the year (505,622) (525,412)

Lapsed during the year – –

Outstanding at end of year 1,391,210 1,536,094

Exercisable at end of year 636,981 505,622

Year ended

28 February

2023

Year ended

28 February

2022

Range of exercise price of outstanding awards (pence) – –

Weighted average remaining contracted life (months) 15 17

Expense recognised for the year (£’000) 1,416 1,906

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212

Bloomsbury Publishing Plc

Notes to the Financial Statements

23. Share-based payments continued

The share awards granted in the year to 28 February 2023 have been measured based on the share price at the date of grant

as they are only subject to non-market conditions. The inputs were:

All

Share price 418 pence

Exercise price –

Expected term 3 years

Expected volatility 47.32%

Risk-free interest rate 1.86%

Fair value charge per award 314 – 418 pence

This award is subject to the following performance conditions; EPS (60%), Non-Consumer operating profit (15%), Consumer

operating profit (15%) and BDR revenue (10%).

The awards for Executive Directors only will be subject to clawback provisions and to a two-year post-vesting holding period.

b) The Bloomsbury Sharesave Plan 2014

The Group operates an HM Revenue and Customs approved savings-related share option scheme under which employees

are granted options to purchase Ordinary shares in the Company in three years’ time, dependent upon their entering into a

contract to make monthly contributions to a savings account over the period of the savings term. The Sharesave Plan is open

to all UK employees.

options

2023

Number

Weighted

average

exercise price

2023

Pence

options

2022

Number

Weighted

average

exercise price

2022

Pence

Outstanding at start of year 626,100 276 530,303 174

Granted during the year 173,439 314 170,772 280

Exercised during the year (145,283) 184 (21,173) 161

Lapsed during the year (6,010) 314 (53,802) 183

Outstanding at end of year 648,326 236 626,100 276

Exercisable at end of year 25,711 185 1,310 137

2023 2022

Range of exercise price of outstanding options (pence) 169-314 137–280

Weighted average remaining contracted life (months) 15 18

Expense recognised for the year (£’000) 185 148

24. Retirement benefit obligations

Pension costs

The pension costs charged to the income statement of £2,304,000 (2022: £1,773,000) relate to the Group’s defined

contribution and defined benefit pension arrangements.

Defined contribution plans

The Group operates defined contribution retirement benefit plans for all qualifying employees.

The total cost charged to the income statement of £2,304,000 (2022: £1,759,000) represents contributions payable to

these schemes by the Group at rates specified in the rules of the schemes. At 28 February 2023, there were £nil prepaid

contributions (28 February 2022: £nil). At 28 February 2023, there were £324,000 outstanding contributions (28 February 2022:

£262,000).

Stock code: BMY

Annual Report and Accounts 2023

213

Financials

24. Retirement benefit obligations continued

Defined benefit plan

A subsidiary company operates a defined benefit scheme for some staff which is accounted for in accordance with IAS 19.

Accrual of benefits ceased in 1997, with the scheme now operated as a closed fund. There is no obligation in respect of

medical costs. The scheme is actuarially valued every three years. The last full actuarial valuation was carried out as at 28

February 2021 by a qualified independent actuary.

Contributions paid to the scheme during the year were £nil (2022: £41,000). As the scheme has an excess of assets compared

to the scheme liabilities the Directors’ best estimate of the contributions to be paid by the Group to the plan for the

period commencing 1 March 2023 in respect of the deficit repair contributions is £nil. The Group will also pay contributions

equal to the expense amount incurred over the period, which is estimated to be £13,000. In addition, PPF levies and other

administration expenses are payable by the Group as and when due. At 28 February 2023, there were £nil prepaid or

outstanding contributions (28 February 2022: £nil).

As the scheme has an excess of assets compared to scheme liabilities at the current year end, the Group has sought legal

advice on the application of the asset ceiling and concluded that adjustments are required for this scheme. As a result, IFRIC

14 applies and an asset ceiling adjustment has been recognised.

The financial assumptions used by the actuary for the update were as follows:

28 February

2023

£’000

28 February

2022

£’000

28 February

2021

£’000

Discount rate 5.00% 2.60% 2.10%

Inflation assumption 2.30–3.20% 2.80–3.70% 2.30–3.20%

The scheme is closed and there are no active paying members, therefore no increases in payments have been applied. The

assumptions used are estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered,

may not necessarily occur in practice.

The mortality assumptions adopted at 28 February 2023 are 90% of the standard tables S3PMA, year of birth, no age rating

for males and females, projected using CMI_2021 converging to 1.50% p.a. These imply the following life expectancies:

Implied life expectancy at age 65

28 February

2023

Years

28 February

2022

Years

Male currently aged 45 24.8 24.5

Female currently aged 45 26.8 26.6

Male currently aged 65 23.2 22.8

Female currently aged 65 25.0 24.8

The amounts recognised in the income statement in respect of the defined benefit scheme are as follows:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Interest cost on defined benefit obligation (14) (12)

Interest cost on effect of asset ceiling/onerous liability (3) –

Interest income 17 13

Expenses – (15)

Total – (14)

A charge of £17,000 (2022: £12,000) has been included in finance costs and a credit of £17,000 (2022: £13,000) has been

included in finance income.

www.bloomsbury.com

214

Bloomsbury Publishing Plc

Notes to the Financial Statements

24. Retirement benefit obligations continued

The amounts recognised in other comprehensive income in respect of the defined benefit scheme are as follows:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Return on pension plan assets (excluding amounts included in interest income) 23 (2)

Experience gains and losses arising on the defined benefit obligation – (loss)/gain (8) (12)

Effects of changes in the financial assumptions underlying the present value of the defined

benefit obligation – gain 185 56

Total actuarial gains and losses (before restrictions due to some of the surplus not being

recognisable) – gain 200 42

Effect of asset ceiling (excluding amounts included in net interest cost) – loss (200) (54)

Total – (12)

The amount included in the statement of financial position arising from the Group’s obligation in respect of the defined

benefit pension scheme is as follows:

28 February

2023

£’000

28 February

2022

£’000

Fair value of assets (with profit policy) 695 655

Present value of defined benefit obligations (388) (551)

Surplus in scheme 307 104

Impact of asset ceiling (307) (104)

Liability to be recognised – –

Deferred tax assets – –

Net liability to be recognised – –

Reconciliation of the impact of the asset ceiling is as follows:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Impact of asset ceiling at the start of the year 104 49

Interest expense 3 1

Changes in asset ceiling 200 54

Impact of asset ceiling at the end of the year 307 104

Movements in the present value of defined benefit obligations in the year were as follows:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

At start of year (551) (584)

Expenses – (15)

Interest cost (14) (12)

Benefits paid and expenses – 16

Remeasurement gains 177 44

At end of year (388) (551)

Stock code: BMY

Annual Report and Accounts 2023

215

Financials

24. Retirement benefit obligations continued

Movements in the fair value of scheme assets in the year were as follows:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

At start of year 655 619

Interest income 17 13

Return on plan assets (excluding amounts included in interest income) 23 (2)

Employer contributions – 41

Benefits paid and expenses – (16)

At end of year 695 655

The actual return on scheme assets was £40,000 (2022: £11,000).

Assets

28 February

2023

£’000

28 February

2022

£’000

28 February

2021

£’000

With profits 695 655 619

Total assets 695 655 619

None of the fair values of the assets shown above include any direct investments in the Company’s own financial instruments

or any property occupied by, or other assets used by, the Company. The scheme assets are held in a With-Profits insurance

policy.

www.bloomsbury.com

216

Bloomsbury Publishing Plc

Notes to the Financial Statements

25.

Financial instruments and risk management

Capital management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while

maximising the return to Shareholders as well as sustaining the future development of the business. In order to maintain

or adjust the capital structure, the Group may adjust the amount of dividends paid to Shareholders and issue new

shares. The Group’s overall strategy remains unchanged from 2022.

The capital structure of the Group comprises equity attributable to owners of the Company, comprising issued capital,

reserves and retained earnings as disclosed in the consolidated statement of changes in equity and note 22.

Categories of financial instruments

Notes

28 February

2023

£’000

28 February

2022

£’000

Investments available for sale

Joint venture 13 – 45

Total investments available for sale – 45

Loans and receivables

Cash and cash equivalents 51,540 41,226

Trade receivables 18 69,215 65,213

Accrued income 18 7,513 5,417

Total loans and receivables

128,268 111,856

Financial liabilities measured at amortised cost

Trade payables 19 35,016 30,245

Other payables due in less than one year 7,824 6,919

Sales returns liability 19 14,921 15,292

Accruals 19 44,059 41,496

Lease liabilities 26 10,652 12,226

Total financial liabilities measured at amortised cost

112,472 106,178

Net financial instruments

15,796 5,723

There is no material difference between the fair value and book value of financial assets and liabilities.

Financial risk management

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management

framework. 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 from the key risks of market risk (including

currency risk and interest rate risk), credit risk and liquidity risk.

The Board has approved the Group Treasury policies and procedures by which the Group Treasury function is to be

managed. The Group Treasury function is headed by the Group Finance Director and is part of Bloomsbury’s Finance

Department. It operates under a delegated authority from the Board.

The Treasury management policies and procedures focus on the investment of surplus operating cash likely to be needed

in order to support Bloomsbury’s ongoing operations, foreign currency requirements and interest rate risk management.

The Group does not use derivative contracts for speculative purposes. The policies are reviewed at least on an annual basis

by the Group Finance Director and any amendments are approved by the Board. The Board is assisted in its oversight role

by Internal Audit, which undertakes regular reviews of risk management controls and procedures, the results of which are

reported to the Audit Committee.

Stock code: BMY

Annual Report and Accounts 2023

217

Financials

25. Financial instruments and risk management continued

a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s

income or the value of its holdings of financial instruments. The objective of market risk management is to manage and

control market risk exposures within acceptable parameters, while optimising the return.

The Group’s activities expose it mainly to the financial risks of changes in foreign currency exchange rates and changes in

interest rates. The Group incurs costs in the same currencies as it earns revenue, creating some degree of natural hedging.

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. Risk management is carried out by Group Treasury under

policies approved by the Board of Directors. Group Treasury monitors the distribution of its cash assets so as to control

exposure to the relative performance of any particular territory, currency or institution.

The Board provides written principles for overall risk management, as well as policies covering specific areas, such as

funding, foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

(i) Interest rate risk

The Group has significant interest-bearing assets in the form of cash and cash equivalents, and as such, cash flows are

dependent on changes in market interest rates.

Interest rate profile of financial instruments

28 February

2023

£’000

28 February

2022

£’000

Fixed rate instruments

Financial assets 226 1,706

Financial liabilities – –

Total 226 1,706

Variable rate instruments

Financial assets 51,314 39,521

Financial liabilities – –

Total 51,314 39,521

Fixed rate financial assets are short-term bank deposits with a maturity date range of one day to one month. Variable rate

financial assets are cash at bank.

Fair value sensitivity analysis for fixed rate financial instruments

The Group does not account for any fixed rate financial assets at fair value through profit or loss. Therefore, a change in

interest rates at 28 February 2023 would not affect the income statement.

Cash flow sensitivity analysis for variable rate financial instruments

The Group derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the

market volatility in the current climate and the previous 12 months. The analysis assumes all other variables remain constant.

28 February 2023 28 February 2022

Profit or loss

£’000

Equity

£’000

Profit or loss

£’000

Equity

£’000

Impact on profit or loss and equity

1% increase in base rate of interest (2022: 1%) 364 – 363 –

0.5% decrease in base rate of interest (2022: 0.5%) (187) – (184) –

www.bloomsbury.com

218

Bloomsbury Publishing Plc

Notes to the Financial Statements

25. Financial instruments and risk management continued

(ii) Currency risk

The Directors believe that in its current circumstances, the Group’s risk from foreign currency exposure is limited and no

active currency risk management by hedging is considered necessary, as a significant proportion of revenues is matched by

expenditure in the same local currency, creating some degree of natural hedging.

The Group’s exposure to foreign currency risk was as follows based on notional amounts:

Loans and receivables Financial liabilities

28 February

2023

£’000

28 February

2022

£’000

28 February

2023

£’000

28 February

2022

£’000

GBP 57,575 59,358 66,982 69,939

USD 64,501 44,646 37,354 27,881

EURO 1,050 1,217 675 675

AUD 3,370 4,212 6,542 6,058

INR 1,772 2,423 919 1,625

Total 128,268 111,856 112,472 106,178

No significant amounts of loans and receivables or financial liabilities are denominated in currencies other than sterling, US

dollars, euros, Australian dollars or Indian rupees.

Foreign currency sensitivity analysis

The Group derived the following sensitivities based on the outstanding foreign currency denominated financial assets

and liabilities at the year end. The sensitivity analysis includes loans to foreign operations within the Group where the

denomination of the loan is in a currency other than the functional currency of the lender or the borrower.

The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between

the current and previous year end, and represents management’s assessment of the reasonably possible change in foreign

exchange rates. A positive number below indicates an increase in profit or equity.

28 February

2023

£’000

28 February

2022

£’000

Impact on equity

10% weakening in US dollar against pound sterling (2022: 10%) (2,321) (1,309)

10% strengthening in US dollar against pound sterling (2022: 10%) 2,321 1,309

10% weakening in euro against pound sterling (2022: 10%) – –

10% strengthening in euro against pound sterling (2022: 10%) – –

10% weakening in AUS dollar against pound sterling (2022: 10%) 397 171

10% strengthening in AUS dollar against pound sterling (2022: 10%) (397) (171)

10% weakening in INR against pound sterling (2022: 10%) (78) (73)

10% strengthening in INR against pound sterling (2022: 10%) 78 73

Impact on income statement

10% weakening in US dollar against pound sterling (2022: 10%) (143) (215)

10% strengthening in US dollar against pound sterling (2022: 10%) 143 215

10% weakening in euro against pound sterling (2022: 10%) (34) (49)

10% strengthening in euro against pound sterling (2022: 10%) 34 49

10% weakening in AUS dollar against pound sterling (2022: 10%) (106) (4)

10% strengthening in AUS dollar against pound sterling (2022: 10%) 106 4

10% weakening in INR against pound sterling (2022: 10%) – –

10% strengthening in INR against pound sterling (2022: 10%) – –

Stock code: BMY

Annual Report and Accounts 2023

219

Financials

25. Financial instruments and risk management continued

b) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations and arises principally from the Group’s trade and other receivables (note 18) and cash and cash

equivalents.

Cash and cash equivalents

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings as assigned by

international credit-rating agencies.

Trade receivables

The carrying amount of financial assets represents the maximum credit exposure. The amounts presented in the statement

of financial position are net of allowances for doubtful receivables, estimated by the Group’s management based on trading

experience and the current economic environment. An analysis of the relevant provisions is set out in note 18.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss

(“ECL”). To measure ECLs trade receivables are split into groups with the same characteristics to calculate loss rates. Where

possible we have calculated this probability based on historic loss experience using recent sales history, the timing of when

the cash was received for the debt and the level of debt not collected for that population.

The Group determines its concentration of credit risk based on the individual characteristics of its customers and publicly

available knowledge of specific circumstances affecting those customers. The Group defines counterparties as having similar

characteristics if they are related entities.

At 28 February 2023, the exposure to credit risk for gross trade receivables by geographical region was as follows:

28 February

2023

£’000

28 February

2022

£’000

United Kingdom 39,600 44,023

North America 28,645 19,441

Australia 2,457 3,456

India 1,847 1,844

Total 72,549 68,764

The Group has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final

customers are set by the distributors based on a combination of payment history and third-party credit references. Credit

limits are reviewed on a regular basis in conjunction with debt ageing and collection history. The distributors belong to

established international groups whose business includes a number of publishing interests and clients. The Group’s risk is

limited as significant amounts outstanding through the UK distributors are secured by credit insurance, and in the US credit

risk for significant amounts outstanding through distributors rests with the distributor. The balances with the US distributor

makes up 85% (2022: 87%) of the North America trade receivable balance. In the United Kingdom balances with the

distributors make up 92% (2022: 85%) of the United Kingdom trade receivable balance.

c) Liquidity risk

Currently, the Group has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. The Board has

modelled a severe but plausible pessimistic downside scenario; see note 2c on going concern for further details. Under this

scenario the Group is expected to have sufficient liquidity for at least 12 months from the date of approval of the financial

statements.

Cash flow budgets and forecasts are prepared by the operating entities of the Group, aggregated for the Group and

regularly reviewed by the Board, and the actual cash position of the Group and each entity is compared monthly against

budget. This allows management to ensure that each operating entity and the Group have sufficient cash to meet

operational needs. Surplus cash held by the operating entities over and above the balance required for working capital

management is invested in interest-bearing accounts and money market deposits.

www.bloomsbury.com

220

Bloomsbury Publishing Plc

Notes to the Financial Statements

The Group has an unsecured revolving credit facility with Lloyds Bank Plc. At 28 February 2023, the Group had £nil draw

down (2022: £nil) of this facility with £10.0 million of undrawn borrowing facilities (2022: £10.0 million) available.

The facility comprises a committed revolving credit facility of £10 million, and an uncommitted incremental term loan facility

of up to £6 million. The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a

minimum interest cover covenant of 4x. The agreement is to October 2024.

The Group’s financial liabilities are trade payables, accruals, lease liabilities and other payables as shown above. All other

financial liabilities are due within one year.

26. Leases

The Group’s lease portfolio consists of office properties, cars and equipment. The Group has elected not to recognise right-

of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value

assets. The Group recognises the lease payments associated with these leases as an expense on a straight- line basis over

the lease term.

The amounts recognised in the income statement are as follows:

Notes

28 February

2023

£’000

28 February

2022

£’000

Interest on lease liabilities 6 390 419

Expenses relating to short-term leases 4 4

Expense relating to leases of low-value assets 1 1

Depreciation of right-of-use assets 15 2,114 1,889

The maturities of the Group’s lease liabilities are as follows:

28 February

2023

£’000

28 February

2022

£’000

Less than one year 2,425 2,428

One to five years 6,292 6,961

More than five years 3,067 4,059

Total undiscounted lease liabilities 11,784 13,448

Lease liabilities included in the Consolidated Statement of Financial Position 10,652 12,226

Current 2,082 2,265

Non-current 8,570 9,961

27. Commitments and contingent liabilities

a) Capital commitments

28 February

2023

£’000

28 February

2022

£’000

Property, plant and equipment 11 159

Intangible assets 485 129

Total 496 288

b) Other commitments

The Group is committed to paying royalty advances to authors in subsequent financial years. At 28 February 2023, this

commitment amounted to £25,715,000 (2022: £28,100,000).

c) Guarantees

The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing

facilities – see note 25c.

Stock code: BMY

Annual Report and Accounts 2023

221

Financials

28. Related party transactions

The Group has no related party transactions other than key management remuneration as disclosed in note 5.

29. Investments in subsidiary companies

The Group’s subsidiary companies at 28 February 2023 are:

Country of

incorporation

Proportion

of equity

capital held

Nature of business

during the year

Registered

office

Subsidiary undertakings held directly by Bloomsbury Publishing Plc:

A & C Black Limited England and Wales 100% Intermediate

holding company

Bloomsbury India UK Limited England and Wales 100% Intermediate

holding company

Bloomsbury Publishing Inc. USA 100% Publishing 2.

Bloomsbury Information Limited England and Wales 100% Publishing 1.

Bloomsbury Professional Limited England and Wales 100% Publishing 1.

Bloomsbury Publishing PTY Limited Australia 100% Publishing 3.

The Continuum International Publishing Group Limited England and Wales 100% Publishing 1.

Hart Publishing Limited England and Wales 100% Publishing 1.

Head of Zeus Limited England and Wales 100% Publishing 7.

Bloomsbury Publishing Ireland Limited Ireland 100% Publishing 8.

Osprey Publishing Limited England and Wales 100% Publishing 1.

Bloomsbury Book Publishing Company Limited

I.B. Tauris & Co. Limited

England and Wales

100%

Publishing

Oberon Books Limited England and Wales 100% Publishing 1.

Bloomsbury Media Limited England and Wales 100% Dormant 1.

Subsidiary undertakings held through a subsidiary company:

A & C Black Publishers Limited England and Wales 100% Publishing 1.

ABC - CLIO, LLC USA 100% Publishing 6.

Christopher Helm (Publishers) Limited England and Wales 100% Publishing 1.

Oxford International Publishers Limited t/a Berg Publishers England and Wales 100% Publishing 1.

John Wisden and Company Limited England and Wales 100% Publishing 1.

Shire Publications Limited England and Wales 100% Publishing 1.

British Wildlife Publishing Limited England and Wales 100% Publishing 1.

Bloomsbury Publishing India Private Limited India 100% Publishing 4.

Berg Fashion Library Limited England and Wales 100% Dormant 1.

A & C Black (Distribution) Limited England and Wales 100% Dormant 1.

A & C Black (Storage) Limited England and Wales 100% Dormant 1.

Adlard Coles Limited England and Wales 100% Dormant 1.

Alphabooks Limited England and Wales 100% Dormant 1.

F. Lewis (Publishers) Limited England and Wales 100% Dormant 1.

Featherstone Education Limited England and Wales 100% Dormant 1.

Hambledon and London Limited England and Wales 100% Dormant 1.

Herbert Press Limited England and Wales 100% Dormant 1.

John Wisden (Holdings) Limited England and Wales 100% Dormant 1.

Methuen Drama Limited England and Wales 100% Dormant 1.

Nautical Publishing Co Limited England and Wales 100% Dormant 1.

Philip Wilson Publishers Limited England and Wales 100% Dormant 1.

Reed’s Almanac Limited England and Wales 100% Dormant 1.

Sheffield Academic Press Limited England and Wales 100% Dormant 1.

T & T Clark Limited England and Wales 100% Dormant 5.

The Athlone Press Limited England and Wales 100% Dormant 1.

Thoemmes Limited England and Wales 100% Dormant 1.

www.bloomsbury.com

222

Bloomsbury Publishing Plc

Notes to the Financial Statements

29. Investments in subsidiary companies continued

All subsidiary undertakings are included in the consolidation.

The following lists all Bloomsbury registered office addresses. Please see wholly owned subsidiary list over for relevant

registered office code.

1. 50 Bedford Square, London, WC1B 3DP, United Kingdom.

2. 1385 Broadway, Fifth Floor, New York, NY 10018, USA.

3. Level 4, 387 George Street, Sydney, NSW 2000, Australia.

4. DDA Complex, LSC, Building No. 4, Second Floor, Pocket C-6&7, Vasant Kunj, New Delhi, 110070, India.

5. C/O RSM, First Floor, Quay 2, 139 Fountainbridge, Edinburgh, EH3 9QG, United Kingdom.

6. 147 Castilian Drive, Goleta, CA 93117, USA.

7. 6th Floor Charlotte Building, 17 Gresse Street, London, W1T 1QL, United Kingdom.

8. C/O Deloitte Ireland LLP, 29 Earlsfort Terrace, Dublin 2, D02 AY28, Ireland.

For the year ended 28 February 2023, the following subsidiary companies were entitled to exemption from audit under

section 479A of the Companies Act 2006:

Subsidiary name Company number

Bloomsbury Information Limited 06409758

Bloomsbury Professional Limited 05233465

The Continuum International Publishing Group Limited 03833148

A & C Black Publishers Limited 00189153

Christopher Helm (Publishers) Limited 01953639

Oxford International Publishers Limited t/a Berg Publishers 03143617

John Wisden and Company Limited 00135590

Hart Publishing Limited 03307205

Osprey Publishing Limited 03471853

Shire Publications Limited 00868867

British Wildlife Publishing Limited 06810049

Bloomsbury Book Publishing Company Limited

I.B. Tauris & Co. Limited

03830397

01761687

Head of Zeus Limited 07769235

Oberon Books Limited 02082142

The Group’s joint venture undertakings at 28 February 2023 are:

Country of

incorporation

Proportion

of equity

capital held

Nature of business

during the year

Registered

office

Joint venture undertakings held directly by Bloomsbury Publishing Plc:

Beijing CYP & Gakken Education Development Co., Ltd China 50% Publishing 1.

1. Floor 5, B Block, No. 1132, HuihHe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District,

Beijing, PRC.

Stock code: BMY

Annual Report and Accounts 2023

223

Financials

Notes

28 February

2023

£’000

28 February

2022

£’000

Assets

Intangible assets 32 7,649 7,468

Property, plant and equipment 33 1,858 1,837

Right-of-use assets 34 7,156 8,053

Investments in subsidiary companies 35 105,402 105,402

Other investments 36 – 45

Deferred tax assets 37 1,415 1,141

Total non-current assets 123,480 123,946

Inventories 38 12,190 10,433

Trade and other receivables 39 76,180 75,154

Cash and cash equivalents 17,195 17,114

Total current assets 105,565 102,701

Total assets 229,045 226,647

Liabilities

Provisions 42 288 252

Lease liabilities 46 7,326 8,071

Total non-current liabilities 7,614 8,323

Trade and other liabilities 40 113,647 107,769

Provisions 42 150 55

Lease liabilities 46 1,021 1,207

Current tax liabilities – –

Total current liabilities 114,818 109,031

Total liabilities 122,432 117,354

Net assets 106,613 109,293

Equity

Share capital 43 1,020 1,020

Share premium 43 47,319 47,319

Other reserves 43 12,552 11,317

Retained earnings 43 45,722 49,637

Total equity attributable to owners of the Company 106,613 109,293

The Company’s profit for the year was £4,490,000 (2022: £6,890,000). The accompanying notes form part of these financial

statements.

The Company financial statements were approved by the Board of Directors and authorised for issue on 30 May 2023.

J N Newton

Director

P Scott-Bayfield

Director

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224

Bloomsbury Publishing Plc

Company Statement of Financial Position

As at 28 February 2023

Company Number 1984336

capital

£’000

premium

£’000

Merger

reserve

£’000

Capital

redemption

reserve

£’000

Share–

based

payment

reserve

£’000

Retained

earnings

£’000

Total

£’000

At 28 February 2021 1,020 47,319 1,803 22 7,945 57,462 115,571

Profit for the year and total

comprehensive income for the year – – – – – 6,890 6,890

Transactions with owners

Dividends to equity holders of the

Company – – – – – (15,157) (15,157)

Share options exercised – – – – – 34 34

Deferred tax on share-based payment

transactions – – – – – 408 408

Share-based payment transactions – – – – 1,547 – 1,547

Total transactions with owners of the

Company – – – – 1,547 (14,715) (13,168)

At 28 February 2022 1,020 47,319 1,803 22 9,492 49,637 109,293

Profit for the year and total

comprehensive income for the year – – – – – 4,490 4,490

Transactions with owners

Dividends to equity holders of the

Company – – – – – (8,752) (8,752)

Share options exercised – – – – – 266 266

Deferred tax on share-based payment

transactions – – – – – 81 81

Share-based payment transactions – – – – 1,235 – 1,235

Total transactions with owners of the

Company – – – – 1,235 (8,405) (7,170)

At 28 February 2023 1,020 47,319 1,803 22 10,727 45,722 106,613

The accompanying notes form part of these financial statements.

Stock code: BMY

Annual Report and Accounts 2023

225

Financials

Company Statement of Changes in Equity

For the year ended 28 February 2023

Notes

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Cash flows from operating activities

Profit for the year 4,490 6,890

Adjustments for:

Depreciation of property, plant and equipment 33 465 372

Depreciation of right-of-use assets 34 1,002 1,012

Amortisation of intangible assets 32 2,238 1,792

Loss on disposal on property, plant and equipment 12 –

Finance income (131) (86)

Finance costs 744 718

Share of loss of joint venture 36 228 117

Share-based payment charges 692 874

Tax expense 986 1,607

10,726 13,296

Increase in inventories (1,654) (2,679)

Increase in trade and other receivables (8) (2,904)

Increase in trade and other liabilities 7,255 2,744

Cash generated from operations 16,319 10,457

Income taxes paid (3,260) (3,269)

Net cash generated from operating activities 13,059 7,188

Cash flows from investing activities

Purchase of property, plant and equipment (499) (555)

Purchase of business – (6,619)

Purchase of rights to assets (633) (3,650)

Purchase of share in a joint venture (183) –

Purchase of intangible assets (1,920) (1,210)

Interest received 47 5

Net cash used in investing activities (3,188) (12,029)

Cash flows from financing activities

Equity dividends paid 41 (8,752) (15,157)

Proceeds from exercise of share options 41 266 34

Repayment of lease liabilities 41 (1,036) (922)

Lease liabilities interest paid 41 (268) (287)

Other interest paid 41 – (42)

Net cash used in financing activities 41 (9,790) (16,374)

Net increase/(decrease) in cash and cash equivalents 81 (21,215)

Cash and cash equivalents at beginning of year 17,114 38,329

Cash and cash equivalents at end of year 17,195 17,114

The accompanying notes form part of these financial statements.

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226

Bloomsbury Publishing Plc

Company Statement of Cash Flows

For the year ended 28 February 2023

30. Reporting entity

Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s

registered office can be found on page 240. The Company is primarily involved in the publication of books and other related

services.

31. Significant accounting policies

a) Basis of preparation

The Company financial statements have been prepared and approved by the Directors in accordance with UK-adopted

international accounting standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006. The financial

statements have been prepared under the historical cost convention modified by the revaluation of financial assets and

liabilities at fair value.

The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation

that the Company has adequate resources to continue in operational existence at least until May 2024, being the period of

the detailed going concern assessment reviewed by the Board.

The Company accounting policies are consistent with the Group policies set out in note 2 to the consolidated financial

statements. Key additional policies are stated below.

b) Parent Company result

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 not to present

the Company income statement or statement of comprehensive income. The Company’s profit for the year was £4,490,000

(2022: £6,890,000).

c) Use of estimates and judgements

The preparation of the Company financial statements requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and

expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the year in which the estimate is revised and in any future years affected. Critical judgements and areas where the use of

estimates is significant are disclosed in note 2v for the Group and are applicable to the Company.

d) Application of new and amended standards and interpretations

The following amendments and interpretations were introduced to accounting standards relevant to the Company during

the year ended 28 February 2023. The table below summarises the impact of these changes to the Company:

Accounting standard Description of change Impact on financial statements

Other standards A number of other new standard and amendments to

standards and interpretations are effective for annual

periods beginning after 1 January 2022

The standards and amendments have not had a

material impact on the Group. Additional disclosure has

been provided where relevant.

The Company has not early adopted the following new and revised accounting standards, interpretations or amendments

issued by the International Accounting Standards Board that are currently endorsed but not yet effective:

Accounting standard Description of change Impact on financial statements

Other standards A number of other new standards and amendments to

standards and interpretations are effective for annual

periods beginning after 1 January 2023 and have not

been applied in preparing these financial statements.

The Group is currently assessing the impact of these

changes but they do not expect the application

of these standards and amendments will have a

material impact on the Group’s consolidated financial

statements.

Stock code: BMY

Annual Report and Accounts 2023

227

Financials

Notes to the Company Financial Statements

Accounting Policies

31. Significant accounting policies continued

e) Investment in subsidiaries

Investments in subsidiaries are recorded at cost less accumulated impairment in the statement of financial position.

Investments are reviewed at each reporting date to assess whether there are any indicators of impairment. Any impairment

losses are recognised in the income statement in the year they occur.

f) Employee benefit trust

The Company operates an employee benefit trust. In accordance with the Trust Deed, the Trustees of the EBT have

the power to exercise all voting rights in relation to any investment (including shares) held within that trust. The Trust is

accounted for as a separate entity and therefore is only accounted for in the consolidated financial statements and not

included in the Company financial statements.

g) Share-based payments

The Company issues equity-settled share-based payment instruments to certain employees of the Group. Equity-settled

share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant

date of equity-settled share-based payments is charged to the income statement on a straight-line basis over the vesting

period, based on the Group’s estimate of the shares that will eventually vest.

Options granted under the Sharesave Plan are equity-settled. The fair values of such options have been calculated using the

Black-Scholes model based on publicly available market data.

Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2019, 50% of any

award under the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share.

Awards granted in 2020, 2021 and 2022 are subject to the following performance conditions; Earnings Per Share (60%),

Non-Consumer operating profit (15%), Consumer operating profit (15%) and BDR revenue (10%). The fair value of this

element of the awards is calculated using the Black-Scholes model. Where the awards are subject to a holding period,

wehave used the Chaffe or Ghaidarov model to determine a discount for lack of marketability.

The Company recharges a share of the share-based payment charge to subsidiaries. This recharge is made via

intercompanytransactions.

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228

Bloomsbury Publishing Plc

Notes to the Company Financial Statements

32. Intangible assets

Publishing

rights

£’000

Imprint

£’000

Trademarks

£’000

Systems

development

£’000

Product

development

£’000

Assets under

construction

£’000

Total

£’000

Cost

At 28 February 2021 2,204 – – 10,216 – – 12,420

Transfers – – 115 (867) 763 (11) –

Additions

3,418 – 28 707 489 25 4,667

At 28 February 2022 5,622 – 143 10,056 1,252 14 17,087

Additions 415 83 41 1,005 749 126 2,419

Disposals – – – – (77) – (77)

At 28 February 2023 6,037 83 184 11,061 1,924 140 19,429

Amortisation

At 28 February 2021 772 – – 7,055 – – 7,827

Transfers – – 31 (358) 327 – –

Charge for the year 494 – 18 1,018 262 – 1,792

At 28 February 2022 1,266 – 49 7,715 589 – 9,619

Disposals – – – – (77) – (77)

Charge for the year 682 – 23 1,096 437 – 2,238

At 28 February 2023 1,948 – 72 8,811 949 – 11,780

Net book value

At 28 February 2023 4,089 83 112 2,250 975 140 7,649

At 28 February 2022 4,356 – 94 2,341 663 14 7,468

1. The addition of £2,846,000 Publishing Rights and £39,000 Product Development relates to the acquisition of assets of Red Globe Press on 1 June 2021. The

addition of £572,000 Publishing Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.

33. Property, plant and equipment

Short

leasehold

improvements

£’000

Furniture

and fittings

£’000

Computers

and other

office

equipment

£’000

Total

£’000

Cost

At 28 February 2021 2,742 538 2,257 5,537

Additions 16 197 342 555

At 28 February 2022 2,758 735 2,599 6,092

Additions 21 173 305 499

Disposals – (59) (36) (95)

At 28 February 2023 2,779 849 2,868 6,496

Depreciation

At 28 February 2021 1,782 454 1,647 3,883

Charge for the year 108 44 220 372

At 28 February 2022 1,890 498 1,867 4,255

Charge for the year 108 57 300 465

Disposals – (59) (23) (82)

At 28 February 2023 1,998 496 2,144 4,638

Net book value

At 28 February 2023 781 353 724 1,858

At 28 February 2022 868 237 732 1,837

The depreciation charge of £465,000 (2022: £372,000) was included in administrative expenses.

Stock code: BMY

Annual Report and Accounts 2023

229

Financials

34. Right-of-use assets

Property

£’000

Cars

£’000

Equipment

£’000

Total

£’000

At 28 February 2021 10,765 152 44 10,961

Additions – 32 – 32

At 28 February 2022 10,765 184 44 10,993

Additions 66 39 – 105

Disposals – (84) – (84)

At 28 February 2023 10,831 139 44 11,014

Depreciation

At 28 February 2021 1,827 99 2 1,928

Charge for the year 944 54 14 1,012

At 28 February 2022 2,771 153 16 2,940

Charge for the year 959 29 14 1,002

Disposals – (84) – (84)

At 28 February 2023 3,730 98 30 3,858

Net book value

At 28 February 2023 7,101 41 14 7,156

At 28 February 2022 7,994 31 28 8,053

35. Investment in subsidiary companies

£’000

Cost

At 28 February 2022 and 28 February 2023 118,148

Impairment

At 28 February 2022 and 28 February 2023 12,746

Net book value

At 28 February 2022 and 28 February 2023 105,402

Information on subsidiary companies is disclosed in note 29.

36. Other investments

28 February

2023

£’000

28 February

2022

£’000

Joint venture – 45

Total – 45

The amounts recognised in the Income Statement are as follows:

Year ended

28 February

2023

£’000

Year ended

28 February

2022

£’000

Joint venture loss (228) (117)

Total (228) (117)

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230

Bloomsbury Publishing Plc

Notes to the Company Financial Statements

37. Deferred tax assets and liabilities

Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset

or liability arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.

Movement in temporary differences during the year:

Property,

plant

and

equipment

£’000

Retirement

benefit

obligation

£’000

Share–based

payments

£’000

Provisions

£’000

Total

£’000

At 28 February 2021 (34) 37 352 419 774

(Charge)/credit to the income statement (210) 10 194 (35) (41)

Credit to equity – – 408 – 408

At 28 February 2022 (244) 47 954 384 1,141

Credit/(charge) to the income statement 194 29 (90) 60 193

Credit to equity – – 81 – 81

At 28 February 2023 (50) 76 945 444 1,415

The analysis for financial reporting purposes is as follows:

28 February

2023

£’000

28 February

2022

£’000

Deferred tax assets 1,415 1,141

Deferred tax liabilities – –

Total 1,415 1,141

Deferred tax is not provided on unremitted earnings of subsidiaries where the Company controls the timing of remittance

and it is probable that the temporary difference will not reverse in the foreseeable future.

38. Inventories

28 February

2023

£’000

28 February

2022

£’000

Work in progress 806 1,667

Finished goods for resale 11,384 8,766

Total 12,190 10,433

The cost of inventories recognised as cost of sales amounted to £25,944,000 (2022: £25,781,000).

The provision and write down of inventories to net realisable value recognised in cost of sales amounted to £4,199,000

(2022: £3,827,000).

Stock code: BMY

Annual Report and Accounts 2023

231

Financials

39. Trade and other receivables

28 February

2023

£’000

28 February

2022

£’000

Current

Gross trade receivables 39,153 41,180

Less: loss allowance (1,871) (2,428)

Net trade receivables 37,282 38,752

Amounts owed by Group undertakings 13,445 13,217

Income tax recoverable 1,464 1,070

Other receivables 3,386 4,388

Prepayments 1,554 1,588

Accrued income 3,252 2,158

Royalty advances 15,797 13,981

Total trade and other receivables 76,180 75,154

A provision is held against gross advances payable in respect of published title advances, which may not be fully earned

down by anticipated future sales. As at 28 February 2023, £3,488,000 (2022: £3,578,000) of royalty advances relate to titles

expected to be published in more than 12 months’ time.

Other receivables principally comprises VAT recoverable.

The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The

Company’s exposure to credit and currency risks is disclosed in note 45. Trade receivables principally comprise amounts

receivable from the sale of books due from distributors. The average number of days’ credit taken for sales of books by the

Company was 149 days (2022: 152 days).

Movements on the Company’s loss allowance for trade receivables are as follows:

28 February

2023

£’000

28 February

2022

£’000

At start of year 2,428 2,664

Amounts created 420 391

Amounts released (590) (223)

Amounts utilised (387) (404)

At end of year 1,871 2,428

40. Trade and other liabilities

28 February

2023

£’000

28 February

2022

£’000

Current

Trade payables 9,714 6,034

Sales returns liability 4,906 5,189

Amounts owed to Group undertakings 73,131 70,073

Taxation and social security 1,421 1,715

Other payables 3,005 2,189

Accruals and deferred income 21,470 22,569

Total current trade and other liabilities 113,647 107,769

Total trade and other liabilities 113,647 107,769

Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. Other payables principally

comprises sub rights payable to authors.

If actual returns were 10% higher or lower in the year revenue would have been £0.7 million lower/higher (2022: £0.4 million).

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232

Bloomsbury Publishing Plc

Notes to the Company Financial Statements

41. Loans and borrowings

Reconciliation of movements of liabilities to cash flows arising from financing activities:

Liability Equity

Lease liability

£’000

Bank

overdrafts

used for cash

management

purposes

£’000

capital/share

premium

£’000

Other

reserves

£’000s

Retained

earnings

£’000

Total

£’000

Balance at 28 February 2022 9,278 – 48,339 11,317 49,637 118,571

Changes from financing cash flows

Equity dividends paid – – – – (8,752) (8,752)

Proceeds from exercise of share options – – – – 266 266

Repayment of lease liability (1,036) – – – – (1,036)

Interest paid (268) – – – – (268)

Total changes from financing cash flows (1,304) – – – (8,486) (9,790)

Other changes

Liability-related

Right-of-use asset additions 105 – – – – 105

Interest expense 268 – – – – 268

Total liability-related other changes 373 – – – – 373

Total equity-related other changes – – – 1,235 4,571 5,806

Balance at 28 February 2023 8,347 – 48,339 12,552 45,722 114,960

Liability Equity

Lease liability

£’000

Bank

overdrafts

used for cash

management

purposes

£’000

capital/share

premium

£’000

Other

reserves

£’000s

Retained

earnings

£’000

Total

£’000

Balance at 28 February 2021 10,168 – 48,339 9,770 57,462 125,739

Changes from financing cash flows

Equity dividends paid – – – – (15,157) (15,157)

Proceeds from exercise of share options – – – – 34 34

Repayment of lease liability (922) – – – – (922)

Interest paid (287) (42) – – – (329)

Total changes from financing cash flows (1,209) (42) – – (15,123) (16,374)

Other changes

Liability-related

Right-of-use asset additions 32 – – – – 32

Interest expense 287 42 – – – 329

Total liability-related other changes 319 42 – – – 361

Total equity-related other changes – – – 1,547 7,298 8,845

Balance at 28 February 2022 9,278 – 48,339 11,317 49,637 118,571

Stock code: BMY

Annual Report and Accounts 2023

233

Financials

42. Provisions

Author

advance

£’000

Property

£’000

Total

£’000

At 28 February 2022 55 252 307

Created in the year 115 36 151

Utilised in the year (20) – (20)

At 28 February 2023 150 288 438

Non-current – 288 288

Current 150 – 150

The property provision is in respect of dilapidations for the Bedford Square head office. The author advance provision is a

provision against future cash outflows on published titles where the Group does not expect to fully recover the advance.

43. Share capital and other reserves

For details of share capital, share premium, merger reserve, capital redemption reserve, share-based payment reserve and

retained earnings see note 22 and the Company statement of changes in equity attributable to the owners of the Company.

For details of the Company profit for the year see note 31b.

For details of dividends see note 8.

As at 28 February 2023, the Company had distributable reserves of £45.7 million. The total external dividends relating to the

year ended 28 February 2023 amounted to £9.5 million.

44. Share-based payments

Options over shares of the Company have been granted to employees of the Company and Group under various schemes.

The full share-based payment disclosures can be found in note 23.

The total share-based payment charge to the income statement for the year was:

28 February

2023

£’000

28 February

2022

£’000

Equity-settled share-based transactions 1,235 1,547

Cash-settled share-based transactions 366 507

Total 1,601 2,054

£909,000 (2022: £1,180,000) of this amount was recharged to subsidiaries of the Company.

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234

Bloomsbury Publishing Plc

Notes to the Company Financial Statements

45. Financial instruments and risk management

Full disclosures relating to the Group’s financial risk management strategies and other financial assets and liabilities are

given in note 25 to the consolidated financial statements.

Categories of financial instruments

Notes

28 February

2023

£’000

28 February

2022

£’000

Investments available for sale

Joint venture 36 – 45

Total investments available for sale 36 – 45

Loans and receivables

Cash and cash equivalents 17,195 17,114

Amounts owed by Group undertakings 39 13,445 13,217

Trade receivables 39 37,282 38,752

Accrued income 39 3,252 2,158

Total loans and receivables 71,174 71,241

Financial liabilities measured at amortised cost

Trade payables 40 9,714 6,034

Sales returns liability 40 4,906 5,189

Accruals 20,577 21,908

Other payables 4,426 3,904

Amounts owed to Group undertakings 40 73,131 70,073

Lease liabilities 46 8,347 9,278

Total financial liabilities measured at amortised cost 121,101 116,386

Net financial instruments (49,927) (45,100)

a) Market risk

i. Interest rate risk

Interest rate profile of financial assets:

28 February

2023

£’000

28 February

2022

£’000

Variable rate financial assets 17,195 17,114

Interest rate sensitivity analysis

The Company derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the

market volatility in the current climate and the previous 12 months. The analysis assumes all other variables remain constant.

28 February

2023

£’000

28 February

2022

£’000

Impact on profit and equity

1% increase in base rate of interest (2022: 1%) 139 225

0.5% decrease in base rate of interest (2022: 0.5%) (69) (112)

Stock code: BMY

Annual Report and Accounts 2023

235

Financials

45. Financial instruments and risk management continued

ii. Currency risk

The Company’s exposure to foreign currency risk was as follows based on notional amounts:

Loan and receivables Financial liabilities

28 February

2023

£’000

28 February

2022

£’000

28 February

2023

£’000

28 February

2022

£’000

GBP 69,374 68,509 120,355 115,640

USD 688 1,476 71 71

EURO 1,050 1,217 675 675

AUD 62 39 – –

Total 71,174 71,241 121,101 116,386

Foreign currency sensitivity analysis

The Company derived the following sensitivities based on the outstanding foreign currency denominated financial assets

and liabilities at the year end.

The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between

the current and previous year end, and represents management’s assessment of the reasonably possible change in foreign

exchange rates. A positive number below indicates an increase in profit or loss and equity.

28 February

2023

£’000

28 February

2022

£’000

Impact on profit or loss

10% weakening in US dollar against pound sterling (2022: 10%) (57) (128)

10% strengthening in US dollar against pound sterling (2022: 10%) 57 128

10% weakening in euro against pound sterling (2022: 10%) (34) (50)

10% strengthening in euro against pound sterling (2022: 10%) 34 50

10% weakening in AUS dollar against pound sterling (2022: 10%) (6) (4)

10% strengthening in AUS dollar against pound sterling (2022: 10%) 6 4

b) Credit risk

The Company has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final

customers are set by the distributors based on a combination of payment history and third-party credit references. Credit

limits are reviewed on a regular basis in conjunction with debt ageing and collection history. The distributors belong to

established international groups whose business includes a number of publishing interests and clients. The Company’s risk

is limited as significant amounts outstanding through the UK distributors are secured by credit insurance. The balances with

the distributors make up 93% (2022: 85%) of the gross trade receivable balance.

c) Liquidity risk

Currently, the Company has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. The Board

has modelled a severe but plausible pessimistic downside scenario; see note 2c on going concern for further details. Under

this scenario the Company is expected to have sufficient liquidity for at least 12 months from the date of approval of the

financial statements.

The Company has an unsecured revolving credit facility with Lloyds Bank Plc. At 28 February 2023, the Group had £nil draw

down (2021: £nil) of this facility with £10.0 million of undrawn borrowing facilities (2022: £10.0 million) available.

The facility comprises a committed revolving credit facility of £10 million, and an uncommitted incremental term loan facility

of up to £6 million. The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a

minimum interest cover covenant of 4x. The agreement is to October 2024.

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236

Bloomsbury Publishing Plc

Notes to the Company Financial Statements

46. Leases

The Company’s lease portfolio consists of office properties, cars and equipment.

The maturities of the Group’s lease liabilities are as follows:

28 February

2023

£’000

28 February

2022

£’000

Less than one year 1,279 1,262

One to five years 4,999 4,966

More than five years 3,067 4,054

Total undiscounted lease liabilities 9,345 10,282

Lease liabilities included in the Company Statement of Financial Position 8,347 9,278

Current 1,021 1,207

Non-current 7,326 8,071

47. Commitments and contingent liabilities

a) Capital commitments

28 February

2023

£’000

28 February

2022

£’000

Property, plant and equipment – 159

Intangible assets 485 129

Total 485 288

b) Other commitments

The Company is committed to paying royalty advances in subsequent financial years. At 28 February 2023, this commitment

amounted to £15,073,000 (2022: £15,826,000).

c) Guarantees

The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing

facilities; see note 45c.

The Company has guaranteed the liabilities of certain of its UK subsidiaries, being those listed in note 29, to enable them to

take the audit exemption under section 479A of the Companies Act 2006.

48. Related parties

Trading transactions

During the year the Company entered into the following transactions and had the following balances with its subsidiaries:

28 February

2023

£’000

28 February

2022

£’000

Sale of goods to subsidiaries 13,864 15,050

Management recharges 12,913 10,564

Commission receivable from subsidiaries 2 –

Commission payable to subsidiaries 273 1

Finance income from subsidiaries 84 81

Finance costs to subsidiaries 427 389

Rights income from joint venture – 3

Amounts owed by subsidiaries at year end 13,445 13,217

Amounts owed to subsidiaries at year end 73,131 70,073

All amounts outstanding are unsecured and will be settled in cash. £0.5 million provision has been made for doubtful debts

in respect of the amounts owed by subsidiaries (2022: £0.5 million).

Key management remuneration is disclosed in note 5.

Stock code: BMY

Annual Report and Accounts 2023

237

Financials

Five Year Financial Summary 239

Company Information 240

Legal Notice 241

Notice of the Annual General Meeting 242

Additional

Information

www.bloomsbury.com

Bloomsbury Publishing Plc

238

2019

£’000

2020

£’000

2021

£’000

2022

£’000

2023

£’000

Revenue 162,679 162,772 185,136 230,110 264,102

Adjusted profit

†

14,374 15,704 19,153 26,731 31,098

Adjusted diluted EPS

‡

14.48p 16.23p 18.68p 25.94p 30.56p

Dividend per share

7.96p 1.28p 18.64p 10.74p 11.75p

Return on Capital Employed 11.0% 12.2% 15.4% 20.4% 20.4%

Net assets 143,738 149,673 168,249 168,969 187,838

Net cash* 27,580 31,345 54,466 41,226 51,540

†

Adjusted profit is profit before taxation, amortisation of acquired intangible assets and other highlighted items.

‡

Adjusted diluted EPS is calculated from adjusted profit with tax on adjusted profit deducted. For the year ended 28 February 2020 and before adjusted

diluted EPS has been restated for the bonus issue of shares in 2021.

The dividend per share for the year ended 28 February 2021 includes a special dividend of 9.78 pence per share.

* Net cash is cash and cash equivalents net of the bank overdraft.

Stock code: BMY

Annual Report and Accounts 2023

239

Additional Information

Five Year Financial Summary

Chairman Sir Richard Lambert – Non-Executive Chairman

Executive Directors Nigel Newton – Founder and Chief Executive

Penny Scott-Bayfield – Group Finance Director

Independent Non-Executive Directors Leslie-Ann Reed – Senior Independent Director

Baroness Lola Young of Hornsey

John Bason

Company Secretary Maya Abu-Deeb

Registered Office 50 Bedford Square

London

WC1B 3DP

+44 (0) 20 7631 5600

Registered number 01984336 (England and Wales)

Auditor Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

Banker Lloyds Bank

25 Gresham Street

London

EC2V 7HN

Stockbroker and Financial Adviser Investec Investment Banking

30 Gresham Street

London

EC2V 7QP

Registrars Link Group

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

www.bloomsbury.com

240

Bloomsbury Publishing Plc

Company Information

Certain information in this document has not been audited or otherwise independently verified and no representation

or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness

or correctness of the information or opinions contained herein. None of the Company or any of its affiliates, advisors or

representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use

of this document, or its contents, or otherwise arising in connection with this document.

This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase

any shares in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied

on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a

recommendation regarding the shares of the Company.

Certain statements, statistics and projections in this document are or may be forward looking. By their nature, forward-

looking statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results

or events may differ materially from those expressed or implied by the forward-looking statements. Accordingly, no

assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-

looking statement. Accordingly, forward-looking statements contained in this document regarding past trends or activities

should not be taken as representation that such trends or activities will continue in the future. You should not place undue

reliance on forward-looking statements, which are based on the knowledge and information available only at the date of this

document’s preparation. For a description of certain factors that may affect Bloomsbury’s business, financial performance or

results of operations, please refer to the principal risks included in this Annual Report and Accounts; see pages 103 to 111.

The Company does not undertake any obligation to update or keep current the information contained in this document,

including any forward-looking statements, or to correct any inaccuracies, which may become apparent and any opinions

expressed in it are subject to change without notice.

References in this report to other reports or materials, such as a website address, have been provided to direct the reader

to other sources of Bloomsbury information which may be of interest. Neither the content of Bloomsbury’s website nor any

website accessible by hyperlinks from Bloomsbury’s website nor any additional materials contained or accessible thereon,

are incorporated in, or form part of, this report.

Stock code: BMY

Annual Report and Accounts 2023

241

Additional Information

Legal Notice

To be held at the

Charlotte Street Hotel,

15–17 Charlotte Street,

London

W1T 1RJ

On Tuesday 18 July 2023 at 12.00 noon

To Bloomsbury Shareholders

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

ATTENTION.

If you are in any doubt as to any aspect of the contents of this document or what action you should take, you are

recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant,

fund manager or other appropriate independent financial advisor authorised under the Financial Services and Markets

Act 2000.

If you sell, or have sold or otherwise transferred, all of your shares in Bloomsbury Publishing Plc, please send this document

together with the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank

or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

www.bloomsbury.com

242

Bloomsbury Publishing Plc

Notice of the Annual General Meeting

30 May 2023

Dear Shareholder

Bloomsbury Publishing Plc – Annual General Meeting

I am pleased to inform you that this year’s Annual General Meeting (“AGM”) of Bloomsbury Publishing Plc (the “Company”)

will be held at the Charlotte Street Hotel, 15–17 Charlotte Street, London W1T 1RJ on Tuesday 18 July 2023 at 12.00 noon.

Information regarding the AGM, including the information required by Section 311A of the Companies Act 2006, is available

from www.bloomsbury-ir.co.uk.

AGM Arrangements

We are looking forward to welcoming Shareholders to our 2023 AGM. At the time of writing this letter, it is anticipated that

there will be no restrictions on social contact or the meeting format at the time of the AGM and, therefore, Shareholders,

proxies and corporate representatives will be able to attend and participate in the AGM. To minimise any public health risks

from public gatherings, we request that any Shareholders who intend to attend the AGM take all necessary precautions to

minimise the risk of transmission of COVID-19.

Communication of changes

Should the situation change such that it may become necessary to change the arrangements for this year’s AGM after the

date of this letter, the Company will provide any appropriate updates via the Regulatory News Service and its investor

relations website (www.bloomsbury-ir.co.uk).

Resolutions

This document provides details of the resolutions to be voted upon at the AGM and includes the formal notice convening

the AGM. Notes will also be found in the section entitled “Explanatory Notes to the Resolutions” relating to the resolutions

that Shareholders will be asked to consider and vote on at the AGM. Resolutions 1 to 13, and 17 and 18 will be proposed as

ordinary resolutions and resolutions 14 to 16, and 19 will be proposed as special resolutions.

If Shareholders have elected to receive information from the Company in hard copy, they will have received the Annual

Report and Accounts 2023 with this document. Shareholders who have not elected to receive hard-copy documents can

view or download the Annual Report and Accounts 2023 and this Notice from our website at www.bloomsbury-ir.co.uk.

Voting by Proxy

All votes are important to us. Shareholders are strongly encouraged to participate by submitting a proxy vote in advance of

the meeting and appointing the Chair of the Meeting if they are unable to attend the AGM in person. This will ensure that

their vote will be counted if, ultimately, they (or any other proxy that otherwise might be appointed) are not able to attend

the meeting in person. If a Shareholder appoints a person other than the Chair of the Meeting as their duly appointed proxy,

it is important to bear in mind that if restrictions on public gatherings are reintroduced, their proxy may not be permitted to

attend the AGM and, therefore, would not be able to vote their shares.

Stock code: BMY

Annual Report and Accounts 2023

243

Additional Information

Letter to Shareholders

Instructions can be found in the section entitled “Explanatory Notes to the Notice” to enable Shareholders to vote

electronically and how to register to do so. To register, Shareholders will need their Investor Code, which can be found on

their share certificate. Shareholders may request a paper form of proxy from our Registrar, Link Group. Proxy votes should be

submitted as early as possible and, in any event, by no later than 12.00 noon on Friday 14 July 2023 in order to count towards

the vote. Submission of a proxy vote will not preclude a Shareholder from attending and voting at the AGM in person.

Recommendation

The Directors consider that all the resolutions that are to be considered at the AGM are in the best interests of the Company

and its Shareholders as a whole and are most likely to promote the success of the Company for the benefit of Shareholders

as a whole. The Directors unanimously recommend that Shareholders vote in favour of all the proposed resolutions as they

intend to do so in respect of their own interests (both beneficial and non-beneficial).

Yours faithfully

Maya Abu-Deeb

General Counsel & Group Company Secretary

Bloomsbury Publishing Plc

30 May 2023

www.bloomsbury.com

244

Bloomsbury Publishing Plc

Letter to Shareholders

continued

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bloomsbury Publishing Plc (the “Company”) will be held

at the Charlotte Street Hotel, 15–17 Charlotte Street, London W1T 1RJ on Tuesday 18 July 2023 at 12.00 noon.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 13, and 17 and 18 will be proposed as

ordinary resolutions and resolutions 14 to 16 and 19 will be proposed as special resolutions.

Ordinary Business

Shareholders are asked to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the audited accounts of the Company for the year ended 28 February 2023, together with the Report of the

Directors and the report of the Auditor thereon.

2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Directors’

Remuneration for the year ended 28 February 2023, as set out on pages 143 to 145 and 156 to 168, respectively, of the

Company’s Annual Report and Accounts for the year ended 28 February 2023.

3. To approve the Directors’ Remuneration Policy, as set out on pages 146 to 155 of the Company’s Annual Report and

Accounts for the year ended 28 February 2023.

4. To declare a final dividend for the year ended 28 February 2023 of 10.34 pence per Ordinary share.

5. To re-elect John Bason as a Director of the Company.

6. To re-elect Sir Richard Lambert as a Director of the Company.

7. To re-elect Nigel Newton as a Director of the Company.

8. To re-elect Leslie-Ann Reed as a Director of the Company.

9. To re-elect Penny Scott-Bayfield as a Director of the Company.

10. To re-elect Baroness Lola Young of Hornsey as a Director of the Company.

11. To re-appoint Crowe U.K. LLP as Auditor of the Company to hold office until the conclusion of the next Annual General

Meeting at which financial statements for the Company are laid before the Company.

12. To authorise the Directors to determine the remuneration of the Auditor on behalf of the Company.

Special Business

Shareholders are asked to consider and, if thought fit, to pass the following resolutions of which Resolution 13, 17 and 18 will

be proposed as ordinary resolutions and resolutions 14, 15, 16 and 19 will be proposed as special resolutions.

13. THAT:

a. the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the

“Act”) to exercise all the powers of the Company to allot any shares in the Company and to grant rights to subscribe

for or convert any security into shares in the Company to such persons and on such terms as they think proper up to a

maximum aggregate nominal amount of £340,002 provided that:

i. this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing

of this resolution or, if earlier, 15 months from the date of the passing of this resolution, unless previously varied,

revoked or renewed by the Company in general meeting; and

ii. the Company shall be entitled to make, before the expiry of such authority, any offer or agreement which would,

or might, require shares to be allotted or rights to subscribe for, or convert, any security into shares in the

Company to be granted after the expiry of such authority and the Directors may allot any shares pursuant to such

offer or agreement as if such authority had not expired; and

iii. the Directors may impose any limits or restrictions and make any arrangements which they consider necessary

or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical

problems in, or under the laws of, any territory or any other matter; and

b. all prior authorities to allot any shares in the Company and to grant rights to subscribe for or convert any security into

shares in the Company given to the Directors by resolution of the Company be revoked but without prejudice to the

allotment of any shares already made or agreed to be made pursuant to such authorities.

Stock code: BMY

Annual Report and Accounts 2023

245

Additional Information

Notice of the Annual General Meeting

14. THAT: if Resolution 13 is passed, the Directors be authorised to allot equity securities (as defined in the Companies

Act 2006 (“the Act”)) for cash under the authority given by that resolution and/or to sell Ordinary shares held by the

Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such

authority to be limited:

a. to the allotment of equity securities in connection with a rights issue, open offer or other pre-emptive offer in favour

of holders of Ordinary shares in the Company where the equity securities respectively attributable to the interests

of all such holders of Ordinary shares are proportionate (as nearly as may be) to the respective numbers of and/or

rights attaching to Ordinary shares held by them, subject to such exceptions, exclusions or other arrangements as

the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems

under the laws of any territory or the requirements of any regulatory body or any stock exchange or otherwise in any

territory;

b. to the allotment of equity securities pursuant to the terms of the Company’s existing employees’ share or share

option schemes or any other employees’ share scheme approved by the Shareholders of the Company in general

meeting; and

c. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. and b. above) up to

a nominal value not exceeding in aggregate £102,010;

and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution

or, if earlier, 15 months from the date of the passing of this resolution, unless previously varied, revoked or renewed

by the Company in general meeting, and provided that the Company may, before such expiry, make any offer or

agreement which would, or might, require equity securities to be allotted or Ordinary shares held by the Company

as treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares

pursuant to any such offer or agreement as if the power hereby conferred had not expired; and all prior powers

granted under Section 571 of the Act revoked, provided that such revocation shall not have retrospective effect.

15. THAT: if Resolution 13 is passed, the Directors be authorised, in addition to any authority granted under Resolution

14, to allot equity securities (as defined in the Companies Act 2006 (“the Act”) for cash under the authority given by

Resolution 13 and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if Section 561 of the Act

did not apply to any such allotment or sale, such further authority to be:

a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £102,010; and

b. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the

original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a

kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the

Pre-Emption Group prior to the date of this Notice;

and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution

or, if earlier, 15 months from the date of passing of this resolution, unless previously varied, revoked or renewed by the

Company in general meeting, and provided that the Company may, before such expiry, make any offer or agreement

which would or might require equity securities to be allotted or Ordinary shares held by the Company as treasury shares

to be sold after such expiry and the Directors may allot equity securities or sell treasury shares pursuant to any such offer

or agreement as if the power hereby conferred had not expired; and all prior powers granted under Section 571 of the

Act revoked, provided that such revocation shall not have retrospective effect.

www.bloomsbury.com

246

Bloomsbury Publishing Plc

Notice of the Annual General Meeting

continued

16. THAT: the Company be authorised, pursuant to Section 701 of the Companies Act 2006 (“the Act”), to make market

purchases (as defined in Section 693(4) of the Act) of any of its Ordinary shares of 1.25p each (“Ordinary shares”) in such

manner and on such terms as the Directors may from time to time determine provided that:

a. the maximum number of Ordinary shares authorised to be purchased is 8,160,867 Ordinary shares being 10% of the

issued Ordinary shares of the Company at the date of the notice of this resolution;

b. the maximum price (exclusive of expenses) which may be paid for each Ordinary share is an amount equal to 105%

of the average of the middle market quotations for an Ordinary share taken from the London Stock Exchange Daily

Official List for the five business days immediately preceding the date on which such share is contracted to be

purchased and the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1.25 pence;

c. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the

next AGM of the Company to be held after passing this resolution or 15 months from the date of passing of this

resolution, whichever shall be the earlier; and

d. the Company shall be entitled under such authority to make at any time before its expiry or termination any contract

to purchase its own shares which will or might be concluded wholly or partly after the expiry or termination of such

authority and may purchase its own shares pursuant to such contract.

17. THAT:

a. the rules of the Bloomsbury Publishing Plc 2023 Executive Share Plan (the “2023 ESP”) in the form produced to

the meeting and initialled by the Chairman for the purposes of identification and the principal terms of which

are summarised in Appendix 1 to the circular containing the Company’s 2023 Notice of AGM, be and are hereby

approved and the Directors be and are generally authorised to do all acts and things that they consider necessary or

expedient to give effect to the 2023 ESP; and

b. the Directors be authorised to establish further plans based on 2023 ESP but modified to take account of local tax,

exchange control or securities laws in overseas territories provided that any shares made available under any other

such plans will count against any limits on individual or overall participation in the 2023 ESP.

18. THAT:

a. the rules of the Bloomsbury Publishing Plc 2023 Sharesave Plan (the “2023 Sharesave”) in the form produced to

the meeting and initialled by the Chairman for the purposes of identification and the principal terms of which

are summarised in Appendix 2 to the circular containing the Company’s 2023 Notice of AGM, be and are hereby

approved and the Directors be and are generally authorised to do all acts and things that they consider necessary or

expedient to give effect to the 2023 Sharesave; and

b. the Directors be authorised to establish further plans based on the 2023 Sharesave but modified to take account of

local tax, exchange control or securities laws in overseas territories provided that any shares made available under

any other such plans count against any limits on individual or overall participation in the 2023 Sharesave.

19. THAT article 67 of the Company’s Articles of Association be amended so that the maximum aggregate annual fees of the

Non-Executive Directors be set at £300,000.

By order of the Board

Maya Abu-Deeb

General Counsel & Group Company Secretary

Bloomsbury Publishing Plc

30 May 2023

Registered Office

50 Bedford Square

London

WC1B 3DP

Stock code: BMY

Annual Report and Accounts 2023

247

Additional Information

Resolutions 1 to 13, 17 and 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be

passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 14 to 16 and 19 are proposed as special resolutions. This means that for each of those resolutions to be passed,

at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 (ordinary resolution) – Report and Accounts

To receive the report of the Directors and the financial statements for the year ended 28 February 2023, together with the

report of the Auditor.

Resolution 2 (ordinary resolution) – Approval of Annual Statement

by the Chair of the Remuneration Committee and Annual Report on

Directors’Remuneration

The Directors are required to prepare the Directors’ Remuneration Report, comprising an annual report detailing the

remuneration of the Directors and an annual statement by the Chair of the Remuneration Committee. These are set out

on pages 143 to 145 and 156 to 168 of the Annual Report and Accounts. The Company is required to seek Shareholders’

approval in respect of the contents of the Remuneration Report on an annual basis (excluding the part containing the

Directors’ Remuneration Policy) and of the annual statement. The vote for Resolution 2 is an advisory one.

Resolution 3 (ordinary resolution) – Approval of the Directors’

RemunerationPolicy

The Directors’ Remuneration Policy is set out on pages 146 to 155 of the Company’s Annual Report and Accounts for

the year ended 28 February 2023. The Policy must be approved by Shareholders by means of a separate resolution

(in accordance with Section 439A of the Companies Act 2006) at least once every three years. The current Policy was

approved by Shareholders at the AGM in 2020 and is therefore due for renewal. As part of the review of the Policy, the

Company consulted with a number of the Company’s largest Shareholders and where appropriate, their comments have

beenreflected.

Subject to Shareholders’ approval, it is intended that the new Policy will take effect from 1 March 2023 and will become

formally effective immediately after the AGM.

Resolution 4 (ordinary resolution) – Final Dividend

The Board proposes a final dividend of 10.34 pence per share for the year ended 28 February 2023. If approved, the

recommended final dividend will be paid on 25 August 2023 to all Shareholders on the register on the record date of

28July 2023. Payments will be made by cheque or BACS (where there is an existing dividend mandate). The final dividend

equates to an aggregate distribution to Shareholders of approximately £8.40 million, making approximately £9.51 million in

aggregate for the interim and final dividend together for the year ended 28 February 2023.

Resolutions 5 to 10 (ordinary resolutions) – Reappointment of Directors

In accordance with Provision 18 of the UK Corporate Governance Code and the Articles, all the Directors are subject

to annual re-election by Shareholders. The re-election of Directors, if approved, will take effect at the conclusion of the

meeting.

The Board has considered the appraisal of the performance of each Director offering themselves for re-election and has

concluded that each of them makes positive and effective contributions to the meetings of the Board and the Committees

on which they sit and that they demonstrate commitment to their roles.

The Board is satisfied that each Non-Executive Director offering themselves for re-election is independent in character and

there are no relationships or circumstances likely to affect their character or judgement.

Biographical details for each of the Directors may be found on pages 116 to 117 of the Annual Report and Accounts.

The Board unanimously recommends the re-election of each of the Directors.

www.bloomsbury.com

248

Bloomsbury Publishing Plc

Explanatory Notes to the Resolutions

Resolution 11 (ordinary resolution) – Re-appointment of the Auditor

The Board, on the recommendation of the Audit Committee, recommends the re-appointment of Crowe U.K. LLP (“Crowe”)

as the Auditor of the Company until the conclusion of the next Annual General Meeting.

Resolution 12 (ordinary resolution) – Remuneration of the Auditor

The Board proposes that it be authorised to determine the level of the Auditor’s remuneration for the year ending

29February 2024.

Resolution 13 (ordinary resolution) – Authority to allot Ordinary shares

This is an ordinary resolution to replace the general authority, last given at the 2022 AGM, for the Directors to be authorised

to allot Ordinary shares pursuant to Section 551 of the Act. This resolution, if passed, would give the Directors the authority

to allot up to 27,200,170 Ordinary shares of 1.25 pence with a nominal value of £340,002, representing approximately 33.33%

of the issued Ordinary share capital of the Company at the date of this Notice.

This authority, if granted, will expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the

date of passing this resolution. The Board has no present intention of exercising the authority granted by this resolution

save other than pursuant to employee share schemes. The Board intends to seek its renewal at subsequent AGMs of

theCompany.

As at the date of signing the Directors’ Remuneration Report for the 2023 Annual Report and Accounts, the Directors had

beneficial holdings of Ordinary shares in the Company which, in aggregate, amounted to approximately 1.89% of the

Ordinary shares in issue. The Directors have been granted awards under the Company’s share award schemes that, if they

were to fully vest, would entitle the Directors to further Ordinary shares which, in aggregate, would amount to approximately

a further 0.95% of the Ordinary shares in issue.

Resolutions 14 and 15 (special resolutions) – Disapplication of statutory

pre-emption provisions

If the Directors wish to allot new shares and other equity securities, or to sell treasury shares, for cash (other than in

connection with an employee share scheme), Company Law requires that these shares are offered first to Shareholders in

proportion to their existing shareholdings.

The Pre-Emption Group published a revised statement of principles for the disapplication of pre-emption rights (the

Principles) in November 2022. The Principles, amongst other things, support companies seeking authority to issue

non-preemptively for cash equity securities representing:

1. no more than 10% of issued ordinary share capital whether or not in connection with an acquisition or specified capital

investment (a general disapplication); and

2. no more than an additional 10% of issued ordinary share capital, provided that it is intended to be used only in

connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction)

of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has

taken place in the preceding 12 month period and is disclosed in the announcement of the allotment.

Accordingly, the purpose of Resolution 14 is to authorise the Directors to allot new Ordinary shares pursuant to the allotment

authority given to them by Resolution 13, or to sell treasury shares, for cash (i) pursuant to the terms of the Company’s

employees’ share schemes; (ii) in connection with a pre-emptive offer or rights issue to Shareholders; or (iii) otherwise up to

a nominal value equivalent to 10% of the issued Ordinary share capital (exclusive of treasury shares) without the shares first

being offered to existing Shareholders in proportion to their existing shareholdings.

The Principles also support the annual disapplication of pre-emption rights in respect of allotments of shares and other

equity securities and sales of treasury shares for cash representing no more than an additional 10% of issued Ordinary share

capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment in

respect of which sufficient information is made available to Shareholders to enable them to reach an assessment of the

potential return.

Stock code: BMY

Annual Report and Accounts 2023

249

Additional Information

Accordingly, and in line with the template resolutions published by the Pre-Emption Group under the Principles, the purpose

of Resolution 15 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment

authority given by Resolution 13, or sell treasury shares, for cash up to a further nominal amount equivalent to 10% of

the issued Ordinary share capital (exclusive of treasury shares) only in connection with an acquisition or specified capital

investment, which is announced contemporaneously with the allotment, or which has taken place in the preceding 12 month

period and is disclosed in the announcement of the issue. If the authority given in Resolution 15 is used, the Company will

publish details of the placing in its next annual report.

If Resolutions 14 and 15 are passed, the authority will expire on the earlier of the conclusion of the Company’s next AGM and

15 months from the date of passing the resolutions.

The Board considers the authorities in Resolutions 14 and 15 to be appropriate in order to allow the Company flexibility to

finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict

requirements of the statutory pre-emption provisions. The Directors have no current intention to exercise the authorities

granted by Resolutions 14 and 15 other than pursuant to employee share schemes. The Company has not allotted Ordinary

shares or sold treasury shares for cash on a non-pre-emptive basis in the previous six years other than as follows: 247,393

shares allotted during August 2016 in connection with the acquisition of Berg Fashion Library; shares allotted under

employee share option schemes; the non-pre-emptive equity placing of 3,766,428 Ordinary shares in the capital of the

Company in April 2020; and the issue of 2,513,674 Ordinary shares by way of a bonus issue in August 2020.

Resolution 16 (special resolution) – Authority for the Company to purchase

Ordinary shares

This is a resolution to replace the general authority, last given at the 2022 AGM, for the Company to purchase its own

Ordinary shares and either to cancel them or to hold them as treasury shares. The Company would be authorised to make

market purchases of up to 8,160,867 Ordinary shares with a nominal value of £102,010, being equivalent to 10% of the issued

Ordinary share capital (excluding treasury shares) at the date of this Notice.

Treasury shares are not taken into account in calculations of earnings per share and may only be transferred pursuant to

an employee share scheme, cancelled or sold for cash. Shares would only be purchased if the Directors consider such

purchases are in the best interests of Shareholders, generally, and can be expected to result in an increase in earnings per

share. The authority will only be used after considering the prevailing market conditions, other investment opportunities,

appropriate gearing levels and the overall financial position of the Company. Any purchases would be market purchases

through the London Stock Exchange. The upper and lower limits on the price, which may be paid for those shares, are set

out in the resolution itself.

This authority would, if granted, expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the

date of passing this resolution.

The Directors believe it is prudent to seek this general authority to be able to act if circumstances arise in which they

consider such purchases to be in the best interests of Shareholders generally. The Directors have no current intention to

exercise the authority granted by this resolution. The Company has not purchased its own Ordinary shares in the previous

five years and holds no shares in treasury as at the date of this Notice.

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Explanatory Notes to the Resolutions

continued

Resolution 17 (ordinary resolution) – Replacement of existing share

incentiveplan

This resolution seeks authority from Shareholders for the implementation of a replacement long-term incentive arrangement

currently intended to be used for the Company’s Executive Directors and senior management.

The proposed Bloomsbury Publishing Plc 2023 Executive Share Plan (the “2023 ESP”) would replace the Company’s existing

performance share plan (the Bloomsbury Performance Share Plan 2014 approved by the Shareholders on 22 July 2014 (“2014

PSP”)) which was otherwise due to expire in 2024.

The design of the 2023 ESP has been developed by the Remuneration Committee and, as with the 2014 PSP, will provide for

discretionary annual share-based awards in the case of senior employees ordinarily vesting three years from grant, subject

to continued service and to the extent to which objective performance criteria are met over a three-year measurement

period. Any shares block listed in connection with the 2014 Sharesave and 2014 PSP will be used in the operation of the 2023

Sharesave and 2023 ESP subject to the limits set out in the rules of the respective plans.

A summary of the principal terms of the 2023 ESP is set out in Appendix 1 to the Notice of Annual General Meeting. Details

of the performance conditions proposed for the first awards under the 2023 ESP to the Company’s Executive Directors, are

set out in the Director’s Remuneration Report.

Resolutions 18 (ordinary resolution) – Renewal of Sharesave plan

This resolution seeks authority from Shareholders to update the terms of the existing Bloomsbury Sharesave Plan 2014

approved by the Shareholders on 22 July 2014 (the “2014 Sharesave”) due to expire in 2024, to become the Bloomsbury

Publishing Plc 2023 Sharesave Plan (the “2023 Sharesave”).

Sharesave schemes are “all-employee” savings-related share option plans under which UK-based employees may sign up to

savings contracts to save, up to £500 per month over a three-year savings term. On the maturity of the contracts, participants

can elect to use their savings (and any interest) to exercise a linked discounted share option to acquire shares on HMRC tax-

favoured terms or ask for the return of the savings (and any interest).

Any shares block listed in connection with the 2014 Sharesave and 2014 PSP will be used in the operation of the 2023

Sharesave and 2023 ESP subject to the limits set out in the rules of the respective plans.

A summary of the principal terms of the 2023 Sharesave is set out in Appendix 2 to the Notice of Annual General Meeting.

The Remuneration Committee believes that the new and updated plans will result in strategically focused, equity-based,

long-term incentive arrangements that will improve the alignment of interests between employees and Shareholders.

Resolution 19 (special resolution) – Amendment of the Articles of Association

of Bloomsbury Publishing Plc

The Board is seeking Shareholder approval, in accordance with Article 67 of the Company’s Articles of Association, to

increase the limit of the aggregate fees for Non-Executive Directors (excluding the Chairman) to £300,000. The current limit

of £150,000 has been in place since 1994. The Board believes it is appropriate to recommend an increase in the limit to

reflect the growth of the Company over the last three decades, and to ensure there is sufficient flexibility and headroom to

retain talent and maintain Non-Executive Directors’ fees in line with market trends. The proposed new limit is at the lower

end of market practice for UK-listed companies of a similar size.

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Additional Information

The following notes explain your general rights as a Shareholder and your right to attend and vote at the AGM or to appoint

someone else to vote on your behalf.

1. Entitlement to attend and vote. Shareholders included on the register of members (in relation to Ordinary shares

held in CREST, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001) at close of business on

Friday 14 July 2023 will be entitled to vote at the AGM in respect of the number of Ordinary shares registered in their

name at that time. Changes to the register of members after that time will be disregarded in determining the rights of

any person to attend or vote at the meeting.

2. Appointment of proxies. If a Shareholder meets the criteria set out in Note 1 above, they are entitled to attend and

vote or may appoint one or more proxies to attend, speak and vote on their behalf. A proxy need not be a Shareholder

of the Company. A Shareholder can only appoint a proxy using the procedures set out in these notes. If a Shareholder

wishes their proxy to speak on their behalf at the meeting, they will need to appoint their own choice of proxy (who is

not the Chair) and give instructions directly to the proxy. A Shareholder may appoint more than one proxy provided each

proxy is appointed to exercise rights attached to different shares. A Shareholder may not appoint more than one proxy

to exercise rights attached to any one share. A vote withheld is not a vote in law, which means that the vote will not be

counted in the calculation of votes for or against the resolution. If no voting indication is given, the Shareholder’s proxy

will vote or abstain from voting at their discretion. The Shareholder’s proxy will vote (or abstain from voting) as they think

fit in relation to any other matter which is put before the AGM.

Shareholders are recommended to vote their shares, electronically, at www.signalshares.com. On the home page,

search “Bloomsbury Publishing Plc” and then register or log in, using your Investor Code. To vote at the AGM, click on

the “Vote Online Now” button by not later than 12.00 noon on Friday 14 July 2023 (or 48 hours (excluding weekends

and public holidays) before the time appointed for any adjournment of it). Electronic votes and proxy votes should be

submitted as early as possible and, in any event, to be received by no later than 12.00 noon on Friday 14 July 2023. Any

power of attorney or other authority under which the proxy is submitted must be sent to the Company’s Registrar (Link

Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL) so as to have been received by the Company’s

Registrars by not later than 12.00 noon on Friday 14 July 2023 (or 48 hours (excluding weekends and public holidays)

before the time appointed for any adjournment of it).

You are entitled to request a hard-copy form of proxy directly from the Registrar, Link Group, whose contact details can

be found in Note 14. If a paper form of proxy is requested from the Company’s Registrar, it must be completed and

sent to the Company’s Registrar (Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL) so as to have

been received by the Company’s Registrars by not later than 12.00 noon on Friday 14 July 2023 (or 48 hours (excluding

weekends and public holidays) before the time appointed for any adjournment of it).

3. Appointment of proxies through CREST. CREST members who wish to appoint a proxy or proxies by utilising the

CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the

procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those

CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service

provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST

Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited’s (“EUI”)

specifications and must contain the information required for such instructions, as described in the CREST Manual. The

message must be transmitted so as to be received by the issuer’s agent (ID - RA10) not later than 48 hours before the

time appointed for holding the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by

the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve

the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to

a proxy appointed through CREST should be communicated to the proxy by other means. For further information on

CREST procedures, limitations and systems timings, please refer to the CREST Manual. In all cases, for a proxy form to be

valid, the CREST Voting Service information must be received by the Company’s Registrar no later than 48 hours before

the time appointed for the holding of the AGM.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does

not make available special procedures in CREST for any particular messages. Normal system timings and limitations

will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member

concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a

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Explanatory Notes to the Notice

voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall

be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this

connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in

particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the

Uncertificated Securities Regulations 2001.

4. Appointment of proxy by joint members. In the case of joint holders, where more than one of the joint holders purports

to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined

by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint

holding (the first-named being the most senior).

5. Changing proxy instructions. To change your proxy instructions, simply submit a new proxy appointment using the

methods set out in Note 2. Note that the cut-off time for receipt of proxy appointments (see above) also applies

in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will

be disregarded. Where you have appointed a proxy using the hard-copy proxy form, and would like to change the

instructions using another hard-copy proxy form, please contact Link Group at PXS 1, Central Square, 29 Wellington

Street, Leeds LS1 4DL. If you submit more than one valid proxy appointment, the appointment received last before the

latest time for the receipt of proxies will take precedence.

6. Termination of proxy appointments. In order to revoke a proxy instruction electronically, please follow the method

set out in Note 2 and elect to withhold your vote on each resolution. To revoke a hard-copy proxy instruction, you will

need to inform the Company by sending a signed hard-copy notice clearly stating your intention to revoke your proxy

appointment to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. In the case of a Shareholder

which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer

of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation

notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The

revocation notice must be received by Link Group no later than 12.00 noon on Friday 14 July 2023. If you attempt to

revoke your proxy appointment, but the revocation is received after the time specified, then, subject to the paragraph

directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending

the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment

will automatically be terminated.

7. Corporate representatives. A corporation which is a Shareholder can appoint one or more corporate representatives

who may exercise, on its behalf, all its powers as a Shareholder, provided that no more than one corporate representative

exercises powers over the same shares.

8. Issued shares and total voting rights. As at 30 May 2023 (being the last business day prior to the date of this Notice),

the Company’s issued share capital comprised 81,608,672 Ordinary shares of 1.25 pence each (subject to any changes

that will be notified to you at the beginning of the AGM). Each Ordinary share carries the right to one vote at a General

Meeting of the Company and, therefore, the total number of voting rights in the Company as at 30 May 2023 is

81,608,672.

9. Questions at the AGM. Any Shareholder attending the meeting has the right to ask questions. Under Section 319A

of the Companies Act 2006, the Company must answer any question relating to the business being dealt with at the

meeting, except in certain circumstances, including (i) if to do so would interfere unduly with the preparation for the

meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in

the form of an answer to a question; or (iii) if it is undesirable in the interest of the Company or the good order of the

meeting that the question be answered.

10. Website publication of audit concerns. Under Section 527 of the Companies Act 2006, Shareholders meeting the

threshold requirements set out in that section have the right to require the Company to publish on a website a statement

setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s Report and the conduct

of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company

ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with

Section 437 of the Act. The Company may not require the Shareholders requesting any such website publication to pay

its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on

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Additional Information

a website under Section 527 of the Act, it must forward the statement to the Company’s Auditor not later than the time

when it makes the statement available on the website. The business which may be dealt with at the AGM includes any

statement that the Company has been required under Section 527 of the Act to publish on a website.

11. Nominated Persons. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Act to

enjoy information rights (a “Nominated Person”) may, under an agreement between them and the Shareholder by whom

they were nominated (“Relevant Member”), have a right to be appointed (or to have someone else appointed) as a proxy

for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they, under

any such agreement, may have a right to give instructions to the Relevant Member as to the exercise of voting rights.

Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps,

your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or

queries relating to your personal details and your interest in the Company (including any administrative matters). The

only exception to this is where the Company expressly requests a response from you. The statement of the rights of

Shareholders in relation to the appointment of proxies does not apply to Nominated Persons. The rights described in

this regard can only be exercised by Shareholders of the Company.

12. Members’ Rights. Under Section 338 and Section 338A of the Companies Act 2006, a member, or members, meeting

the qualification criteria in those sections have the right to require the Company (i) to give to members of the Company

entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be

moved at the AGM, and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed

resolution) which may be properly included in the business. A resolution may properly be moved or a matter may

properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether

by reason of inconsistency with any enactment or the Company’s constitution or otherwise); or (b) it is defamatory of any

person; or (c) it is frivolous or vexatious. Such a request may be in hard-copy form or in electronic form, must identify

the resolution of which notice is to be given or the matter to be included in the business, and must be authorised by the

person or persons making it. The request must be received by the Company not later than the later of the dates falling

six weeks before the AGM and the time of giving this Notice of AGM, and (in the case of a matter to be included in the

business only) must be accompanied by a statement setting out the grounds for the request.

13. Documents. Copies of the following documents will be available for inspection at the place of the AGM for 15 minutes

prior to, and during, the meeting:

• copy of this Notice of AGM;

• copies of the service agreements under which the Executive Directors of the Company are employed by the Company

or its subsidiaries;

• copies of letters of appointment of the Non-Executive Directors;

• a copy of the 2023 Annual Report and Accounts;

• copies of the Company’s proposed 2023 Executive Share Plan and 2023 Sharesave Plan; and

• a copy of the Articles of Association.

14. Communication. Except as provided above, members who have general queries about the AGM should email

the Company’s Registrar Link Group at shareholderenquiries@linkgroup.co.uk or you can the Company’s Registrar

Shareholder helpline on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider.

Callsoutside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 am

to 5:30 pm, Monday to Friday, excluding weekends and public holidays in England and Wales. Calls may be recorded

and monitored for security and training purposes; no other methods of communication will be accepted. You may not

use any electronic address provided in this Notice of Meeting to communicate with the Company for any purposes other

than those expressly stated.

Submission of a Proxy vote shall not preclude a member from attending and voting in person at the meeting in respect

of which the proxy is appointed or at any adjournment thereof.

Unless otherwise indicated on the Form of Proxy, CREST, or any other electronic voting instruction, the proxy will vote as

they think fit or, at their discretion or withhold from voting.

15. Website giving information regarding the AGM. Information regarding the meeting, including the information required

by Section 311A of the Companies Act 2006, is available from www.bloomsbury-ir.co.uk.

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Bloomsbury Publishing Plc

Explanatory Notes to the Notice

continued

Appendix 1: Summary of the principal terms of the Bloomsbury Publishing Plc

2023 Executive Share Plan (the “2023 ESP”)

SUMMARY

Principal terms of the Bloomsbury Publishing Plc 2023 Executive Share Plan

The terms of the Bloomsbury Publishing Plc 2023 Executive Share Plan are summarised below. The proposed operation of

the 2023 ESP in respect of the Company’s Executive Directors (including the performance conditions) is described in the

proposed Director’s Remuneration Policy as set out on pages 146 to 155 of the Company’s Report and Accounts.

Operation

The 2023 ESP will be administered by the Board of Directors or by any duly authorised committee of the Company (the

“Board”). Decisions in relation to any participation in the 2023 ESP by the Company’s Executive Directors will always be

taken by the Company’s Remuneration Committee.

Eligibility

Any current or former employee (including an Executive Director) of the Company or a member of the Company’s group

(“Group”) is eligible to participate at the Board’s discretion.

Grant of awards

Awards may be granted by the Board as conditional awards of, or nil-cost options over, ordinary shares in the Company

(“Shares”) or cash-based awards relating to a number of “notional” Shares (being “cash conditional awards” or “cash

options”, as applicable). It is intended that awards will be granted in relation to Shares wherever practicable.

Awards can only be granted in the six weeks following the day on which the 2023 ESP is approved by Shareholders, the first

dealing day after the day of the announcement by the Company of its results for any period, any day on which a restriction

on the grant of awards is lifted, the day on which the Directors’ Remuneration Policy is approved by Shareholders, or any day

on which the Board determines that exceptional circumstances exist which justify the grant of awards. Awards may not be

transferred, assigned, charged or otherwise disposed of except in the event of death and will not form part of pensionable

earnings.

No payment is required for the grant of an award. Awards are not transferable, except on death.

Individual limit

Awards will not be granted to an Executive Director under the 2023 ESP in respect of any financial year of the Company over

Shares with a market value (as determined by the Board) in excess of the limit set out in the Directors’ Remuneration Policy

at the time (as approved by Shareholders).

Performance conditions

Awards other than deferred bonus awards made under the 2023 ESP will usually be subject to a performance condition and

the period over which any performance condition will be assessed will not be less than three years.

Any performance condition may be amended or substituted if the Board considers that an amended or substituted

performance condition would be reasonable, more appropriate and would not be materially less difficult to satisfy than when

it was originally set.

Vesting, exercise and release of awards

Deferred bonus awards will normally vest on the second anniversary of grant.

Awards subject to performance conditions will normally vest as soon as reasonably practicable after the end of the

performance period (or on such later date as the Board determines). Awards not subject to performance conditions

(other than deferred bonus awards), will normally vest on the third anniversary of grant (or such other date as the Board

determines).

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Additional Information

Appendices to the Notice of AGM

The Board may also adjust (including by reducing to nil) the extent to which an award would vest, if it considers that either

the vesting level does not reflect the underlying financial or non-financial performance of the participant or the Group

over the vesting period, or the vesting level is not appropriate in the context of circumstances that were unexpected, or

unforeseen, when the award was granted, or there exists any other reason why an adjustment is appropriate.

In addition, the Board may determine that a vested award (other than a deferred bonus award), is also subject to an

additional holding period during which Shares subject to an award will not be delivered to participants and at the end of

which awards will be “released” (i.e. participants will be entitled to receive their Shares under their awards). The Board will

determine the length of the holding period (which will start on the date an award vests), provided that the holding period

will, for awards granted to the Company’s Executive Directors, normally end no earlier than the fifth anniversary of the

grant date.

Nil-cost options will be exercisable from the date of vesting (or, where relevant, release) until the tenth anniversary of the

grant date.

At any time before the point at which an award has vested/been released, or a nil-cost option has been exercised, the Board

may decide to pay a participant a cash amount equal to the value of the Shares they would have otherwise received.

Dividend equivalent payments

The Board may decide to award dividend equivalent payments in respect of the Shares that vest under awards in respect of

dividends paid in the period between grant and vesting (or, where relevant, release). Dividend equivalents may be paid in

Shares or cash and may assume the reinvestment of the dividends in Shares.

Malus and clawback

The Board may, where a specific circumstance occurred or existed:

• reduce awards (to zero if appropriate) or impose additional conditions on the awards at any time prior to the earlier of the

delivery of cash and/or Shares in satisfaction of an award at any time before the end of the applicable recovery period;

and/or

• require that the participant either return some or all of the Shares acquired under their award or make a cash payment to

the Company in respect of the Shares delivered up to the end of the applicable recovery period.

The recovery period means the period:

• for awards subject to a performance condition, beginning on the first day of the performance period and ending on the

sixth anniversary of the grant date;

• for awards not subject to a performance condition (other than deferred bonus awards), beginning on the first date of the

vesting period and ending on the sixth anniversary of the grant date; and

• for deferred bonus awards, beginning on the first day of the bonus year to which the award relates and ending on the

third anniversary of the last day of that bonus year.

Specific circumstances include but are not limited to:

• a material misstatement of any Group member’s financial results;

• an error in assessing a performance condition applicable to an award or in the information or assumptions on which the

award was granted, vested or is released;

• serious misconduct on the part of the participant;

• serious reputational damage to any Group member or relevant business unit;

• fraud on the part of the participant; or

• a material corporate failure in any Group member or relevant business unit.

The Board may take any of the actions set out above in order to effect the recovery of sums paid or Shares delivered under

any malus or clawback provisions that are included in any incentive plan (including the 2023 ESP) operated by any company

in the Group.

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Appendices to the Notice of AGM

continued

Leavers

Awards will usually lapse on the individual’s cessation of office or employment with the Group except where cessation is as

a result of the individual’s death, ill-health, injury or disability, the employer is no longer a member of the Group, or for any

other reason that the Board determines, in which case awards will vest on the normal vesting date subject to achievement of

any performance conditions and usually considering the time elapsed at the date of cessation (unless the Board determines

otherwise) (“good leavers”).

The extent to which an award will vest in these circumstances will depend upon two factors:

i. the extent to which any performance conditions have been satisfied over the normal measurement period; and

ii. the pro-rating of the award to reflect the reduced period of time between its grant and vesting, although the Board can

decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.

Deferred bonus awards will not normally be subject to time prorating.

Alternatively, if a participant ceases to be an employee or Director in the Group, for one of the good leaver reasons specified

above, the Board can, instead, decide that their award will vest on the date of cessation, subject to: (i) any applicable

performance conditions measured at that time; and (ii) pro-rating by reference to the time of cessation as described above.

If a participant ceases to be an officer or employee of the Group during a holding period, their award will normally be

released at the end of such holding period, unless the Board determines that it should be released as soon as reasonably

practicable following their cessation of office or employment. However, if a participant ceases employment as a result of

gross misconduct during a holding period, their award will lapse immediately. Nil-cost options will normally be exercisable

for six months post-release.

If a participant ceases to be an officer or employee of the Group whilst holding a vested nil-cost option which is not (or no

longer) subject to a holding period, they will normally have six months from cessation of office or employment to exercise

that nil-cost option, unless cessation took place as a result of gross misconduct, in which case the nil-cost option will lapse

immediately. An exercise period of 12 months will normally apply in the event of the participant’s death.

Corporate events

In the event of a change of control of the Company, unvested awards will vest to the extent determined by the Board, taking

into account the extent to which any performance condition has been satisfied and, unless the Board determines otherwise,

the proportion of the period of time between grant and the normal vesting date that has elapsed at the date of the relevant

event (save usually for deferred bonus awards). Awards to the extent vested will then be released. Awards comprising nil-

cost options, whether released in these circumstances or earlier, will lapse after a period of one month from the date of the

relevant event if not exercised.

Alternatively, the Board may permit awards to be exchanged for shares in the acquiring company. If the change of control

is an internal reorganisation of the Group or if the Board so decides, participants will be required to exchange their awards

(rather than awards vesting/being released as part of the transaction).

If other corporate events occur such as a winding-up of the Company, demerger, delisting, special dividend or other event

which, in the opinion of the Board, may affect the current or future value of Shares, the Board may determine that awards

will vest taking into account the satisfaction of any performance condition and, unless the Board determines otherwise, the

proportion of the period of time between grant and the normal vesting date that has elapsed at the date of the relevant

event (save usually for deferred bonus awards). The Board will also determine the period in which any nil-cost option

(whether released in these or earlier circumstances) may be exercised, after which time it will lapse.

Overall limits

Awards may be satisfied using new issue Shares, treasury Shares or Shares purchased in the market.

In any 10 calendar-year period, the Company may not issue (or grant rights to issue) more than:

• 10 per cent of the issued ordinary share capital of the Company under the 2023 ESP and any other employee share plan

adopted by the Company; and

• 5 per cent of the issued ordinary share capital of the Company under the 2023 ESP and any other executive share plan

adopted by the Company.

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Additional Information

Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they

need not count.

Adjustment of awards

The Board may adjust the number of Shares under an award or any performance condition applicable to an award in the

event of a variation of the Company’s share capital or any demerger, delisting, special dividend or other event which, in the

opinion of the Board, may affect the current or future value of Shares.

Alterations to the plan

The Board may make minor alterations to the 2023 ESP rules at any time to benefit the administration of the 2023 ESP, to

take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment

for participants, the Company or any company of which the Company has control or any associated company or any related

company. Shareholder approval is required for any amendments that are to the advantage of participants in respect of:

• eligibility to participate;

• individual limits on participation;

• overall limits on the issue of Shares or the transfer of treasury Shares under the 2023 ESP;

• the basis for determining a participant’s entitlement to, and the terms of, Shares provided under the 2023 ESP; and

• the adjustments that may be made in the event of a rights issue or any other variation of capital.

No alteration to the material disadvantage of any participant shall be made unless:

• the Board invited every relevant participant to indicate whether or not they approve the alteration; and

• the alteration is approved by a majority of those participants who have given such an indication.

Satisfying awards and termination of 2023 ESP

Awards may be satisfied using newly issued Shares, Shares held in treasury or Shares purchased in the market. Awards may

not be granted under the 2023 ESP after the tenth anniversary of its approval by Shareholders.

Benefits not pensionable

Benefits gained under the 2023 ESP shall not be pensionable.

Life of plans

Awards under the 2023 ESP may not be granted more than 10 years after Shareholder approval of the plan.

Participants’ rights

Awards will not confer any Shareholder rights until the awards have vested or been exercised and the participants have

received their Shares at the end of the Holding Period, where applicable.

Rights attaching to Shares

Any Shares allotted when an award vests or is exercised under the plan will rank equally with Shares then in issue (except for

rights arising by reference to a record date prior to their allotment).

Overseas plans

The Shareholder resolution to approve the plan will allow the Board, without further Shareholder approval, to establish

further plans for overseas territories, any such plan to be similar to the relevant plan, but modified to take account of local

tax, exchange control or securities laws, provided that any Shares made available under such plans will count against any

limits on individual or overall participation in the 2023 ESP.

Inspection

A copy of the 2023 ESP rules will be available for inspection at the AGM at least 15 minutes prior to the start of the meeting

and up until the close of the meeting, and available on the National Storage Mechanism

https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of publishing this Notice of AGM.

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Bloomsbury Publishing Plc

Appendices to the Notice of AGM

continued

Appendix 2: Summary of the principal terms of the Bloomsbury Publishing Plc

2023 Sharesave Plan (the “2023 Sharesave”)

Introduction

The Company has previously operated the Bloomsbury Publishing Plc 2014 Sharesave Plan, which expires for the purposes

of new options in July 2024. It is proposed that the 2023 Sharesave will replace the existing plan for grants from the 2023

AGM onwards. The 2023 Sharesave is similar to the existing plan, but has been updated to reflect current practice and

legislative changes.

Overview

The 2023 Sharesave is an “all employee” share option plan, which is intended to satisfy the requirements of Schedule 3 to

the Income Tax (Earnings and Pensions) Act 2003 and will give participating employees the opportunity to acquire ordinary

shares in the Company (“Shares”). The 2023 Sharesave will be administered by the Board or a committee or person duly

authorised by the Board, and references in this summary to the Board should be read accordingly.

Shares may be acquired using savings of up to £500 per month (or such other amount permitted under the relevant

legislation governing UK tax qualifying SAYE plans from time to time) over a period of three or five years.

Eligibility

All employees and full-time Executive Directors of the Company and any designated participating subsidiary who are UK

resident taxpayers are eligible to participate. The Board may require employees to have completed a qualifying period of

employment of up to five years to participate. The Board may also allow other employees to participate.

Grant of options

Options can only be granted to employees who enter into savings contracts under which monthly savings are normally made

over a period of three or five years. Options must be granted within 30 days (or 42 days if applications are scaled back) of the

first day by reference to which the option price is set. The number of Shares over which an option is granted will be such that

the total option price payable for those Shares will correspond to the proceeds on maturity of the related savings contract.

No payment is required for the grant of an option. Options are not transferable, except on death.

Individual participation

Monthly savings by an employee under all savings contracts linked to options granted under any Sharesave scheme may not

exceed the statutory maximum (currently £500). The Board may set a lower limit in relation to any particular grant.

In certain circumstances, participants will be able to delay payment of their savings contributions for up to 12 months

without causing their savings contracts to be cancelled prematurely. The savings contract term would then be extended to

reflect the number of months in which contributions were delayed.

Option price

The price per Share payable upon the exercise of an option will not be less than the higher of: (i) 80 per cent of the average

middle-market quotation of a Share on the London Stock Exchange on the five days preceding a date specified in an

invitation to participate in the 2023 Sharesave (or such other day or days as may be determined by the Board); and (ii) if the

option relates only to new issue Shares, the nominal value of a Share.

The option price will be determined by reference to dealing days which fall within six weeks of the announcement by the

Company of its results for any period or at any other time when the Board considers there to be exceptional circumstances

which justify offering options under the 2023 Sharesave.

Stock code: BMY

Annual Report and Accounts 2023

259

Additional Information

Exercise of options

Options will normally be exercisable for a six-month period from the third or fifth anniversary of the commencement of the

related savings contracts. Earlier exercise is permitted, in the following circumstances:

• following cessation of employment by reason of death, injury, disability, redundancy, retirement, a relevant transfer under

the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the business or company that the employee

works for ceasing to be part of the Company’s group;

• where employment ceases more than three years from grant for any reason other than dismissal for misconduct;

• in the event of a takeover, scheme of arrangement or winding-up of the Company, except in the case of an internal

corporate re-organisation when the Board may decide to exchange existing options for equivalent new options over

shares in a new holding company; and

• at the Board’s discretion, within the 20 days before the date of a general offer or the date upon which a participant

becomes bound or entitled to acquire shares in terms of a compulsory acquisition. Where these events do not later occur,

the exercise of such options will be of no effect.

Except where stated above, options will lapse on cessation of employment or directorship with the Company’s group.

Shares will be allotted or transferred to participants within 30 days of exercise.

Variation of capital

If there is a variation in the Company’s share capital then the Board may make such adjustment as it considers appropriate to

the number of Shares under option and the option price.

Overall Plan limit

Awards may be satisfied using new issue Shares, treasury Shares or Shares purchased in the market.

In any ten calendar-year period, the Company may not issue (or grant rights to issue) more than ten per cent of the issued

ordinary share capital of the Company under the 2023 Sharesave and any other employee share plan adopted by the

Company.

Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they

need not count.

Alterations to the plan

The Board may make minor alterations to the 2023 Sharesave rules at any time to benefit the administration of the plan, to

take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment

for participants, the Company or any company of which the Company has control or any associated company or any related

company. Shareholder approval is required for any amendments that are to the advantage of participants in respect of:

• eligibility to participate;

• individual limits on participation;

• overall limits on the issue of Shares or the transfer of treasury Shares under the 2023 Sharesave;

• the basis for determining a participant’s entitlement to, and the terms of, Shares provided under the Plan; and

• the adjustments that may be made in the event of a rights issue or any other variation of capital.

No alteration to the material disadvantage of any participant shall be made unless:

• the Board invited every relevant participant to indicate whether or not they approve the alteration; and

• the alteration is approved by a majority of those participants who have given such an indication.

Benefits not pensionable

Benefits gained under the 2023 Sharesave shall not be pensionable.

Life of the 2023 Sharesave

Options may not be granted more than 10 years after Shareholder approval of the plans.

www.bloomsbury.com

260

Bloomsbury Publishing Plc

Appendices to the Notice of AGM

continued

The production of this report supports the work of the Woodland Trust,

the UK’s leading woodland conservation charity. Each tree planted will

grow into a vital carbon store, helping to reduce environmental impact

as well as creating natural havens for wildlife and people.

Participant rights

Options will not confer any Shareholder rights until the options have been exercised and the participants have received their

Shares.

Rights attaching to Shares

Any Shares allotted when an option is exercised under the 2023 Sharesave will rank equally with Shares then in issue (except

for rights arising by reference to a record date prior to their allotment).

Overseas plans

The Shareholder resolutions to approve the 2023 Sharesave will allow the Board, without further Shareholder approval, to

establish further plans for overseas territories, any such plan to be similar to the plan, but modified to take account of local

tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as

counting against the limits on individual and overall participation in the 2023 Sharesave.

Inspection

A copy of the 2023 Sharesave rules will be available for inspection at the AGM at least 15 minutes prior to the start of the

meeting and up until the close of the meeting and available on the National Storage Mechanism

https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of publishing this Notice of AGM.

Additional Information

Bloomsbury Publishing Plc

50 Bedford Square,

London, WC1B 3DP

+44 (0)20 7631 5600

www.bloomsbury.com

www.bloomsbury-ir.co.uk

Bloomsbury Chief Executive and Founder, Nigel Newton and Chief Executive Officer of the London Stock Exchange, Julia Hoggett,

together with Nicholas Lyons, the Lord Mayor of the City of London and members of the Bloomsbury Board and Executive Committee

open the Market for trading at the LSE’s headquarters on the day of Bloomsbury’s annual results announcement on 31 May 2023.