BLOOM
SBURY
Bloomsbury
Publishing Plc
Annual Report
and Accounts
2025
Welcome to our
2025 Annual
Report and
Accounts
for the year ended 28 February 2025
Bloomsbury 2030 Vision:
Growth, Portfolio, People
Our Mission
Our mission is to be an
entrepreneurial, independent
publisher of works of excellence
and originality.
Our Purpose
Our purpose is to inform,
educate, entertain and inspire
readers of all ages.
What we do
We champion a life-long love
of reading and learning to help
build a reading culture with
all the benefits that brings to
society.
www.bloomsbury.com
Bloomsbury Publishing Plc
Governance
Chairman’s Introduction to Corporate Governance 92
Members of the Board 94
Executive Committee 96
Governance at a glance 98
Directors’ Report 99
Corporate Governance Report 104
Nomination Committee Report 111
Audit Committee Report 116
Directors’ Remuneration Report 121
Financial Statements
Independent Auditor’s Report 143
Consolidated Income Statement 149
Consolidated Statement of Comprehensive Income 150
Consolidated Statement of Financial Position 151
Consolidated Statement of Changes in Equity 152
Consolidated Statement of Cash Flows 153
Notes to the Financial Statements 154
Company Statement of Financial Position 194
Company Statement of Changes in Equity 195
Company Statement of Cash Flows 196
Notes to the Company Financial Statements 197
Additional Information
Five Year Financial Summary 211
Company Information 212
Legal Notice 213
Notice of the Annual General Meeting 214
Overview
Bloomsbury 2030 Vision: Growth, Portfolio and People 02
Group Highlights 06
Our Investment Case 08
Chairman’s Statement 09
Strategic Report
Chief Executive Review 11
Key Performance Indicators 16
Business Model 18
Marketplace Trends 20
Our Divisional and Geographic Overview 23
– Consumer Division 24
– Non-Consumer Division 26
– Our International Offices 28
Financial Review 30
Section 172 Directors’ Duties Statement 35
Materiality Assessment 36
Engagement with Stakeholders 37
Corporate Social Responsibility 44
Bloomsbury’s People and Culture 46
Belonging and Inclusion at Bloomsbury 50
Bloomsbury’s Commitment to Community and Society 54
Task Force on Climate-Related Financial
Disclosures (TCFD)
57
Our Environment 74
Principal risks and risk management 81
Contents
Overview
Stock code: BMY
Annual Report and Accounts 2025
01
Ambition
Bloomsbury 2030 is the next stage in our
ambitious and entrepreneurial growth
strategy. We have previously delivered on
our One Global Bloomsbury vision and the
Bloomsbury 2020 vision. In order to achieve
further success we have launched our
Bloomsbury 2030 vision, focusing on our
growth, our portfolio and our people.
In order to drive our growth, we will use
our strong financial position to fund
further acquisitions focused on Academic
Publishing and opportunities with digital
potential. Within our portfolio, we aim to
become the most successful independent
Academic publisher in Humanities and
Social Sciences, focusing on digital
publishing and resources. In Consumer
we aim to continue building more brand
authors and discover, nurture, champion
and retain high-quality authors and
illustrators. Our people goal is to be the
best place to work in publishing through
an industry-leading focus on professional
development programmes, training,
systems and work practices.
Evolution
of Successful Strategy
Bloomsbury will continue to focus on
investing 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 Academic
Divisions alongside international market
expansion to build quality revenues and
earnings. Our investment in diversified
content continues to build our portfolio
of portfolios to drive strong customer
demand, in turn generating cash to fund
further investment.
The evolution of Bloomsbury’s successful
strategy has been one of diversifying the
business from a UK consumer-focused
publisher to one with 78% international
revenues, a strong academic business and
digital delivery. Our driving ambition has
more than doubled revenue from £162m
to £361m in the last seven years. One of
our overarching aims is to achieve further
significant sales growth.
Bloomsbury
1.0
Bloomsbury Publishing
founded by Nigel
Newton together with
three other publishers.
1986
Flotation to become
Bloomsbury Publishing
Plc (LSE:BMY),
raised
£5.5m
1994
Harry Potter and the
Philosopher’s Stone
published, starting a
phenomenal 27 years
in bestseller lists.
The books have sold
over 600m copies
worldwide, been
distributed in over
200 territories and
translated into 85
languages
1997
Our Journey
www.bloomsbury.com
02
Bloomsbury Publishing Plc
Bloomsbury 2030 Vision:
Growth, Portfolio and People
Bloomsbury
2.0
Launched One
Global Bloomsbury
vision
Created Bloomsbury
Digital
Resources (BDR)
Launched
Bloomsbury Australia
2011
Diversified into
Academic Publishing
2007
Bloomsbury
raised
£6.1m
and started
Bloomsbury USA
1998
Launched
Bloomsbury 2020
vision with BDR
target of £15m
revenue and £5m
profit and ambition
to see the company
rerated reflecting
subscription income
and higher margins
of academic digital
resources
target of £15m
revenue and
£5m
profit and ambition
2016
In 2024 Bloomsbury
entered the
FTSE 250
Launch of the
next stage in our
ambitious growth
plan Bloomsbury
2030 Vision:
Growth Portfolio
& People
2024
Bloomsbury
3.0
2024
Overview
Stock code: BMY
Annual Report and Accounts 2025
03
GrowthPortfolio
Goal
Use our strong financial position to fund
further acquisitions focused on Academic and
opportunities with digital potential.
Achieved 2024/25:
Acquisition of Rowman & Littlefield, adding
41,000 titles and significantly strengthening
our academic publishing in North America
and expanding BDR.
Goal
Continue our international growth and take
advantage of the biggest academic and
consumer markets in the US.
Achieved 2024/25:
International revenue is 78% of Group
revenue.
Goal
Implement dynamic new UK distribution and
warehousing arrangement, providing greater
distribution capability and speed to market.
Achieved 2024/25:
At the start of 2025 Bloomsbury completed its
move to Hachette UK Distribution.
Goal
Implement new technology infrastructure
including a new global royalties system to
increase efficiency and ability to scale.
Achieved 2024/25:
Implementation plan on track.
Link to KPIs
01 02 03
04
Goal
Become the most successful independent
Academic publisher in Humanities and Social
Sciences, focusing on digital publishing and
resources.
Achieved 2024/25:
Delivered £83.3m of Academic revenue with
the integration of Rowman & Littlefield with
41,000 new titles, offering broader and deeper
subject verticals.
Goal
BDR ambitious target to reach c. £41.0m
revenue in 2027/28.
Achieved 2024/25:
Delivered £27.0m BDR revenue.
Goal
Build on our strong literary backlist which
provides ongoing strength to our Consumer
portfolio, build more brand authors and
continue to discover, nurture, champion and
retain high-quality authors and illustrators.
Achieved 2024/25:
Delivered 3% growth in Consumer Division
revenue with bestsellers across our portfolio.
Goal
Ensure the ongoing success of J.K. Rowling’s
Harry Potter titles and IP, so that new
generations of readers discover and read
them for pleasure every year.
Achieved 2024/25:
Harry Potter title sales remain in bestseller lists
27 years after first publication.
www.bloomsbury.com
04
Bloomsbury Publishing Plc
Bloomsbury 2030 Vision:
Growth, Portfolio and People
continued
People
Goal
Maximise our use of sustainable resources
while seeking to reduce carbon emissions in
line with our science-based targets.
Achieved 2024/25:
Bloomsbury has a CDP climate change
score of B.
Link to KPIs
01 02 03 04 08
Goal
Be the best place to work in publishing
through an industry-leading focus on
professional development programs, training,
systems and work practices.
Achieved 2024/25:
We are proud to have earned the Great Place
To Work Certification
TM
following a survey of
our employees in which Bloomsbury achieved
above the benchmark >65% Trust Index
TM
Survey score.
Goal
Continue to build on the breadth and talent
of our existing wider leadership population
creating a strong pipeline of leaders for
succession and encouraging internal
progression opportunities.
Achieved 2024/25:
Bloomsbury continues to attract some
of the very best talent from across the
publishing industry at all levels. Additionally,
our acquisition of Rowman & Littlefield
has brought with it new talent with deep
expertise.
Goal
Build on our thriving culture of innovation
and creativity, constantly adapting to
developments in markets, keeping our
people at the centre of everything we do.
Achieved 2024/25:
Developed the Senior Leadership Team
with representation from every area of the
business. These senior leaders are helping
to shape the future of Bloomsbury and are
an essential part of helping to transform our
people strategy.
Link to KPIs
05 06 07
01
Revenue growth
02
PBTA
03
Digital resources revenue growth
04
Adjusted operating profit margin
05
Employee engagement
06
Gender diversity
07
Ethnic and racial diversity
08
Environmental performance
Key to KPIs:
Overview
Stock code: BMY
Annual Report and Accounts 2025
05
Financial Highlights
Revenue
growth
Profit before taxation
and highlighted items
1
Profit before taxation and
highlighted items
1
margin
Profit
before tax
£361.0m
+5%
£42.1m
-14%
11.7%
-258bps
£32.5m
-22%
2016 123.7m
142.6m
161.5m
162.7m
162.8m
185.1m
230.1m
264.1m
342.7m
2017
2018
2019
2020
2021
2022
2023
2024
2025
361m
2016 13.0m
12.0m
13.2m
14.4m
15.7m
19.2m
26.7m
31.1m
48.8m
2017
2018
2019
2020
2021
2022
2023
2024
2025
42.1m
2016 10.5%
8.4%
8.2%
8.8%
9.6%
10.3%
11.6%
11.8%
14.2%
2017
2018
2019
2020
2021
2022
2023
2024
2025
11.7%
2016 10.4m
9.4m
11.6m
12.0m
13.2m
17.3m
22.2m
25.4m
41.5m
2017
2018
2019
2020
2021
2022
2023
2024
2025
32.5m
Adjusted diluted
earnings
2 3
(pence per share)
Diluted earnings
3
(pence per share)
Total dividend
(pence per share)
Net Cash
4
41.45p
-11%
30.71p
-21%
15.43p
+5%
£17.0m
-74%
2016 14.75p
12.22p
13.47p
14.48p
16.23p
18.68p
25.94p
30.56p
46.62p
2017
2018
2019
2020
2021
2022
2023
2024
2025
41.45p
2016 12.51p
9.49p
11.67p
11.85p
13.40p
16.71p
20.33p
24.54p
39.11p
2017
2018
2019
2020
2021
2022
2023
2024
2025
30.71p
2016 6.40p
6.70p
7.51p
7.96p
8.17p
8.86p
10.74p
11.75p
14.69p
2017
2018
2019
2020
2021
2022
2023
2024
2025
15.43p
2016 5.2m
15.5m
25.4m
27.6m
31.3m
54.5m
41.2m
51.5m
65.8m
2017
2018
2019
2020
2021
2022
2023
2024
2025
17.0m
1
Highlighted items comprise amortisation of acquired intangible assets and legal and other professional costs relating to ongoing and completed
acquisitions, integration and restructuring costs.
2
Adjusted diluted earnings per share is calculated from profit before tax and highlighted items with taxation on profit before tax and highlighted
items deducted.
3
Earnings per share for the years 2016 to 2020 have been restated for the bonus issue of shares in 2021.
4
Net cash is Cash and cash equivalents less borrowing and was £17m post acquisition of Rowman & Littlefield for £65m.
www.bloomsbury.com
06
Bloomsbury Publishing Plc
Group Highlights
Awards
British Book Awards - Bloomsbury won Publisher of
the Year 2025 for Adult
British Book Awards - Bloomsbury won
Publicity Campaign of the Year 2025 for Gillian
Anderson’s Want
IPG Awards – Bloomsbury won the Audio Award for
the production of Want in April 2025
Plc Awards – Bloomsbury Shortlisted for Company of
the Year 2024
Plc Awards – Bloomsbury Founder and Chief
Executive Nigel Newton Shortlisted for CEO of the
Year 2024
British Book Awards – Bloomsbury won Children’s
Publisher of the Year 2024
British Book Awards – Bloomsbury won the British
Book Award for Export 2024
Independent Book Awards – Bloomsbury won the
International Award 2024
Godrej Literature Live Awards 2024 – Bloomsbury
India won the Publisher of the Year 2024
PPC Award Winners – The Bookseller Award for Best
Hardback Non-Fiction Campaign for Want by Gillian
Anderson
Operational Highlights
Revenue split by division
29%
71%
Consumer
Non-Consumer
Revenue split by destination
9%
55%
5%
5%
4%
22%
Revenue split by format
27%
69%
4%
Print
Digital
Rights and services
UK
North America
Continental Europe
Australasia
Middle East and Asia
ROW
Overview
Stock code: BMY
Annual Report and Accounts 2025
07
Portfolio of publishing portfolios
Portfolio of portfolios
Bloomsbury has diversified its
operations across consumer and
academic publishing markets,
establishing a more balanced
portfolio. We have demonstrated
the extraordinary upside potential
of consumer publishing and our
expertise in identifying and acquiring
talented authors through our range
of bestsellers. We are unique
in balancing this with academic
publishing, which is not subject to
consumer trends, creating a more
resilient business model.
Diversied across formats, territories
and subject areas
Diversifying between
and within consumer and
academic publishing
Bloomsbury is platform agnostic
in delivery of its IP; our content
is made available in all formats,
including print (hardback and
paperback), digital (ebook and
Bloomsbury Digital Resources) and
audio alongside innovative visual
resources. Bloomsbury is diversified
across territories as a worldwide
publisher. In subject areas, our
Academic Division offers resources
across disciplines in the Humanities
and Social Sciences, including Visual
and Performing Arts. Our Consumer
Division has significant non-fiction
lists as well as bestselling award-
winning fiction lists for adults and
children.
Valuable catalogue of IP from high
calibre authors
Deriving value from the
backlist: Valuable IP from
high-calibre authors
The majority of Bloomsbury’s
turnover is derived from its backlist
titles first published over a year ago.
Bloomsbury retains the copyright
for each of these books until 70–75
years after the death of the author.
Bloomsbury is home to diversified
authors with strong frontlist (new) and
backlist (previous) title sales.
Reinvest through focused acquisitions
Reinvest through focused
acquisitions
Bloomsbury has used its strong
financial position to fund selective
and strategic acquisitions, with 34
acquisitions completed since the
inception of the Company, the latest
and largest of which was Rowman
& Littlefield in May 2024. We are
actively targeting and assessing
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.
Reinvest in the Company
Reinvest in the Company
Bloomsbury’s investment in and
development of content and author
brands drives strong demand,
generating cash to fund further
investment. We reinvest in the
Company, authors and colleagues.
Our Consumer 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 alongside
educators, librarians and lecturers.
This all contributes to building our
brand reputation for excellence
and originality and is recognised
worldwide.
Strong balance sheet and dividend
Reinvest through focused acquisitions
Rewarding Shareholders
through the dividend
underpinned by the strong
balance sheet
Bloomsbury retains a strong
balance sheet while also rewarding
Shareholders in the form of a
dividend. Bloomsbury has a
progressive dividend policy that
offers long-term growth, with a policy
of > 2x earnings cover and strong
cash cover.
Bloomsbury’s strategy of diversification has forged a portfolio of portfolios spanning consumer and academic
publishing. This is a resilient model delivering long-term success, protecting the Company from the vicissitudes of
individual areas. Bloomsbury invests in valuable IP from high-calibre authors to drive strong demand, then utilises
the cash generated to reinvest in our authors and people to build future success, make acquisitions and reward
Shareholders through the dividend. Bloomsbury’s 2030 vision is based on the pillars of growth, portfolio and people,
evolving our successful strategy.
www.bloomsbury.com
08
Bloomsbury Publishing Plc
Our Investment Case
In 2024/2025 Bloomsbury achieved record revenue, reaching
£361m with growth of 5% on last year. This achievement was
driven both by the acquisition of Rowman & Littlefield during
the year and underlying revenue was in line with the exceptional
revenue in the prior year.
Our Consumer business continued to deliver many bestsellers
and our teams and authors have been recognised with awards
which span both categories and global markets. In May 2024 we
made the significant acquisition of Rowman & Littlefield. Its scale
has delivered a step change in our Academic publishing and is
particularly significant for our US business. The integration of this
business with Bloomsbury has gone to plan and we look forward
to delivering the revenue synergies with our existing Academic
publishing business and the digital opportunities identified at
acquisition.
We were proud in August 2024 when Bloomsbury became a
constituent of the FTSE 250, a milestone which recognised
significant development of the Company over the last few years.
Bloomsbury is an entrepreneurial, independent publisher of
works of excellence and originality, and has the benefit of being
diversified both across academic and consumer publishing
and internationally. We provide books to readers for escapism,
entertainment and education with a strong value perception.
The value of our content for our customers arising from the
talent of our authors and colleagues underpins the resilience of
Bloomsbury and its future growth.
The Board has recommended a final dividend of 11.54 pence
which gives us a total dividend of 15.43 pence for the year, an
increase of 5% over last year. This dividend increase reflects both
the achievements of this financial year and our confidence that
the Company is well positioned for further development. This
dividend growth continues our unbroken record of dividend
growth.
Board changes
Penny Scott-Bayfield was appointed Group Finance Director of
Bloomsbury seven years ago. Penny has informed the Board of
her intention to step down from her role at Bloomsbury to pursue
a portfolio career. Penny will remain at Bloomsbury to ensure a
smooth process for the recruitment of her successor to ensure an
orderly handover. The search for Penny’s successor has already
commenced. At this juncture, on behalf of all of our colleagues,
Nigel Newton and I would like to recognise her critical
contribution to the significant development of Bloomsbury over
the last seven years and to thank her enormously.
I would like to take this opportunity to thank Sir Richard Lambert
for his stewardship and support during his term as Chairman. I
endeavour to continue that support as Bloomsbury looks ahead
to achieve its ambitions for further growth.
John Bason
Non-Executive Chairman
1
Dividend for 14 months ended 28 February 2011 included 0.28 pence per share for the two months ended 28 February 2011
2
Dividend for the year ended 29 February 2020 was made up of 1.28 pence per share of cash and 6.89 pence per share bonus issue value
3
A special dividend was paid for the year ended 28 February 2021
0
5
10
15
20
31 Dec 04
31 Dec 05
31 Dec 06
31 Dec 07
31 Dec 08
31 Dec 09
29 Feb 12
28 Feb 13
28 Feb 14
28 Feb 15
29 Feb 16
28 Feb 17
28 Feb 18
28 Feb 19
29 Feb 20
2
28 Feb 21
28 Feb 22
28 Feb 23
29 Feb 24
28 Feb 25
14 months to
28 Feb 11
1
28 Feb 21
Special dividend
3
Pence per share
3.00
3.60
3.66
4.00
4.22
4.43
5.00
5.20
5.50
5.82
6.10
6.40
6.70
7.51
7.96
8.17
8.86
9.78
10.74
11.75
14.69
15.43
Bloomsbury rewards Shareholders - Long-term Dividend Growth
Overview
Stock code: BMY
Annual Report and Accounts 2025
09
Chairman’s Statement
John Bason - Non-Executive Chairman
Chief Executive Review 11
Key Performance Indicators 16
Business Model 18
Marketplace Trends 20
Our Divisional and Geographic Overview 23
– Consumer Division 24
– Non-Consumer Division 26
– Our International Offices 28
Financial Review 30
Section 172 Directors’ Duties Statement 35
Materiality Assessment 36
Engagement with Stakeholders 37
Corporate Social Responsibility 44
Bloomsbury’s People and Culture 46
Belonging and Inclusion at Bloomsbury 50
Bloomsbury’s Commitment to Community and Society 54
Task Force on Climate-Related Financial Disclosures (TCFD) 57
Our Environment 74
Principal risks and risk management 81
STRATEGIC
REPORT
www.bloomsbury.com
10
Bloomsbury Publishing Plc
Bloomsbury is pleased to report revenue up £18m to £361m, up
5%, with profit
1
of £42m. We are making significant progress in
executing our Bloomsbury 2030 vision focused on our growth,
portfolio and people. In 2024/2025 Bloomsbury acquired
Rowman & Littlefield, strengthening our Academic portfolio,
entered the FTSE 250 in August 2024, earned the Great Place To
Work Certification
TM
and became the 39th
largest publisher in the world
2
.
The success in the Consumer Division
was based across our portfolio. In the
Non-Consumer Division growth has been
driven by the acquisition of Rowman &
Littlefield, where integration is progressing
well. Bloomsbury Digital Resources sales
increased 2% to £27m and our ambitious
target remains at £41m revenue in
2027/2028.
In recognition of the achievements of this
financial year and our confidence that the
Company is well positioned for further
development, the Board recommends
a final dividend of 11.54 pence which
contributes to a full year dividend of 15.43
pence per share, an increase of 5% year
on year.
In 2025 we will be expanding our business
in Asia by opening an office in Singapore
to further capitalise on the growing student population
3
in the
region, building on the success of our established offices in India
and Australia. Bloomsbury will be well placed geographically
and structurally to benefit from student growth alongside the
continued shift to digital learning.
Bloomsbury was voted Publisher of the Year 2025 at the
British Book Awards and also won
Publicity Campaign of the Year for Gillian
Anderson’s Want.
We are progressing opportunities to
monetise academic content through AI
deals in our authors’ best interests.
Trading for 2026 is expected to be broadly
in line with current consensus expectation
4
in constant currency.
Bloomsbury’s diversification strategy has
forged a portfolio of portfolios combining
consumer and academic publishing,
a resilient model delivering long-term
success.
Nigel Newton
Founder & Chief Executive
“
Bloomsbury was voted
Publisher of the Year 2025 at
the British Book Awards
”
1
Profit before taxation and highlighted items.
2
Source: The 2024 Global 50 Publishing Ranking www.wischenbart.com/ranking
3
World Bank estimates that globally there will be 380m higher education students by 2030 up 73% from 220m in 2021. It is estimated that by 2040 there could
be 600m students with over 60% in Asia.
4
The Board considers consensus market expectations (before this publication) for the year ending 28 February 2026 to be revenue of £349.2m and profit before
taxation and highlighted items of £45.1m.
Stock code: BMY
Annual Report and Accounts 2025
11
Strategic Report
Chief Executive Review
Nigel Newton - Founder & Chief Executive
Overview
In May 2024, we announced the next stage in our Bloomsbury
2030 vision focused on our growth, our portfolio and our people.
In 2024/2025 Bloomsbury achieved revenue growth of 5% to
£361.0m (2023/2024: £342.7m), acquired Rowman & Littlefield,
strengthening our Academic portfolio, entered the FTSE 250,
and earned the Great Place To Work Certification
TM
.
The resilience of demand for Bloomsbury titles and the excellent
sales of our digital products demonstrate the strength of our
long-term growth strategy, the publishing judgement of our
editors, the reach of our sales and marketing and value of our
content.
Success in the Consumer Division was from
across our portfolio. Consumer revenue
growth was 3%, a stellar performance
considering a comparative of 49% growth
in 2023/2024. We have expanded our
Consumer portfolio, which includes fantasy,
romantasy, cosy crime, non-fiction lifestyle
and cookery. We have bestselling and
award-winning fiction lists for adults and
children.
The acquisition of Rowman & Littlefield in
May 2024, where integration is progressing
well, drove growth in the Non-Consumer
Division. Bloomsbury Digital Resources
(BDR) grew 2% to £27.0m for the full
year despite well-documented budgetary
pressures, as highlighted at the interim
results, in our core UK and US academic
markets. We remain confident in the long-
term trends. Our ambitious BDR target
remains at c.£41m revenue in 2027/2028.
Our geographical diversification has
taken international revenues to 78% of
total revenue. Our diversification across
formats has ensured the expansion of publishing through digital
channels. Our Audio revenue grew 57% in part driven by our
new commercial relationship with Spotify and the Audio team
continues its strong run of awards with the IPG Zebralution Audio
Award for the audio production of Want and was shortlisted in
the British Book Awards.
We are progressing with key infrastructure changes as part of
the Bloomsbury 2030 vision to support growth and profitability.
We have made good progress with announced projects having
changed to Hachette UK Distribution in April 2025, started to
implement our new global royalty system and strengthened our
sales infrastructure with the creation of the US key account sales
team replacing a third-party commission sales arrangement.
In 2025 we will be expanding our business in Asia by opening
an office in Singapore to further capitalise on the growth in the
student population in the region, building on the success of our
established offices in India and Australia. By 2040 it is estimated
that there could be 600m higher education students with over
60% in Asia. Bloomsbury will be well placed geographically and
structurally to benefit from student growth
alongside the continued shift to digital
learning.
We have hired a Head of AI Innovation
to lead the development and execution
of our AI Strategy, driving innovation
and oversight of AI initiatives across
Bloomsbury. We are progressing
opportunities to monetise academic
content through AI deals in our authors’
best interests.
We have purposefully pursued a strategy
of diversification across consumer and
academic publishing and within those have
diversified across formats and territories.
This strategy has created a portfolio of
portfolios – a model that provides resilient
growth and cash generation.
We continue to focus on capital allocation
to accelerate the flywheel of Bloomsbury:
1. Fortifying our existing business by
investing in our Company, authors and
employees;
2. Enhancing the diversification of our business to drive future
profitability, organically and through acquisitions; and,
3. Retaining a strong balance sheet while rewarding Shareholders
through our dividend.
“
In 2024/2025 Bloomsbury
achieved revenue growth of
5%, acquired Rowman &
Littlefield, entered the FTSE
250 and earned the Great
Place to Work Certification
”
www.bloomsbury.com
12
Bloomsbury Publishing Plc
Chief Executive Review
continued
Group Financials
Bloomsbury achieved revenue growth of 5% to £361.0m
(2023/2024: £342.7m). Group profit before taxation and
highlighted items was £42.1m (2023/2024: £48.8m). Profit before
taxation was £32.5m (2023/2024: £41.5m). Highlighted items of
£9.6m (2023/2024: £7.3m) consist of the amortisation of acquired
intangible assets of £8.4m (2023/2024: £4.9m), one-off legal and
other professional fees relating to acquisitions, integration and
restructuring costs of £1.2m (2023/2024: £2.4m). The effective
rate of tax for the year was 21.9% (2023/2024: 22.2%). The
adjusted effective rate of tax, excluding highlighted items, was
18.8% (2023/2024: 21.0%).
Diluted earnings per share, excluding highlighted items, were
41.45 pence (2023/2024: 46.62 pence). Including highlighted
items, profit before tax was £32.5m (2023/2024: £41.5m) and
diluted earnings per share 30.71 pence (2023/2024: 39.11
pence). The Board recommends a 5% increase in our final
dividend to 11.54 pence per share, taking our full year dividend
to 15.43 pence per share, an increase of 5% year on year.
Consumer Division
The Consumer Division, which consists of Adult, Young Adult
and Children’s publishing, generated revenue growth of 3% to
£256.0m (2023/2024: £249.2m). The success was broadly based
across our portfolio. Profit before taxation and highlighted items
was £31.4m (2023/2024: £37.8m). The Consumer profit margin of
12% returned to a normalised level, in line with expectations, and
following an exceptional performance in 2023/24 which saw high
operational gearing on exceptional sales. Profit before taxation
was £31.0m (2023/2024: £37.4m).
In May 2025 Bloomsbury was voted Publisher of the Year 2025
at the British Book Awards and also won the British Book Awards
Publicity Campaign of the Year for Gillian Anderson’s Want.
Our publishing list for 2025/2026 is strong and includes:
• Tom Kerridge’s The BBQ Book was published on 24 April 2025;
• Rutger Bregman’s Moral Ambition was published on
24 April 2025;
• Katherine Stewart’s Money, Lies and God, already published in
the US and became a New York Times bestseller, published in
the UK on 22 May;
• Paul Hollywood’s Celebrate: Joyful Baking All Year Round will
be published on 5 June 2025;
• The paperback of Sarah J. Maas’ House of Flame and Shadow
will be published in June 2025;
• The paperback of Gillian Anderson’s Want will be published on
3 July 2025;
• Sally Smith’s cosy crime A Case of Life and Limb will be
published on 17 July 2025;
• The new Harry Potter series of Pocket Potters will commence in
August 2025 with three titles – Harry Potter, Ron Weasley and
Hermione Granger;
• Elizabeth Gilbert’s new title All the Way to the River will be
published on 9 September 2025;
• Poppy O’Toole’s Poppy Cooks: Actually Delicious One Pot will
be published on 25 September 2025;
• Samantha Shannon’s new title Among the Burning Flowers will
be published on 11 September 2025;
• Katherine Rundell’s The Poisoned King, the second on
the Impossible Creatures series, will be published on
11 September 2025; and
• Founder of Wikipedia Jimmy Wales’ The Seven Rules of Trust
will be published on 28 October 2025.
Non-Consumer Division
Revenue for the Non-Consumer Division, which consists of
Academic & Professional, including BDR, and Special Interest,
grew by 12% to £105.0m (2023/2024: £93.5m). Profit before
taxation and highlighted items for the Non-Consumer Division
grew by 15% to £11.4m (2023/2024: £9.8m). Profit before taxation
was £3.4m (2023/2024: £5.3m).
Non-Consumer Division: Academic & Professional
Academic & Professional revenue increased by 18% to £83.3m
(2023/2024: £70.5m). Rowman & Littlefield contributed £19.8m
revenue in the nine months since acquisition driving overall
growth; organic revenue reduced by 10%. Profit before taxation
and highlighted items increased to £12.5m (2023/2024: £9.3m)
with a margin of 15%. Profit before taxation was £4.8m (2023/2024:
£4.9m).
The Academic & Professional market is experiencing budget
pressures in the UK and the US, against a positive outlook of
student numbers being projected to grow worldwide. Budgetary
pressure in UK higher education institutions has been driven by
a decrease in international students and an increase in employer
National Insurance Contributions. In the US, funding changes
and lower enrolment are contributing to budgetary pressure
for higher education institutions. Further, the shift from print to
digital has continued to accelerate, resulting in lower sales of
print academic books.
We built Bloomsbury Digital Resources precisely to be ahead
of this digital trend. BDR revenue has grown from £6.4m in
2018/2019 to £27.0m in 2024/2025. We are adapting to the market
with the broadening and deepening of our offering through the
integration of Rowman & Littlefield’s market leading titles and the
expansion of subject areas, particularly business and psychology.
BDR revenues were £27.0m with growth of 2% (2023/2024: 2%,
2022/2023: 41%). Our BDR growth strategy continues to build
high-margin, high-quality, repeatable digital revenue from our
market-leading Academic & Professional IP. The strategically
important acquisition of Rowman & Littlefield will accelerate
BDR’s growth, as Bloomsbury applies its proven ability to create
digital revenues to Rowman & Littlefield’s market-leading titles,
expanding BDR products and driving innovation. Our ambitious
BDR target remains at c.£41m of revenue in 2027/2028.
Non-Consumer Division: Special Interest
Special Interest revenue was £21.7m (2023/2024: £23.0m) and
loss before taxation and highlighted items was £1.1m (2023/2024:
profit of £0.5m).
Cash and Financing
Bloomsbury’s cash generation was strong with net cash at the
year-end of £17.0m (2024: £65.8m) and cash conversion of 156%
(2023/2024: 110%). Net cash is lower following the acquisition of
Rowman & Littlefield for £64.8m in May 2024.
Stock code: BMY
Annual Report and Accounts 2025
13
Strategic Report
The Group has an unsecured term loan with Lloyds Bank Plc, used
for the acquisition of Rowman & Littlefield alongside cash. This
comprises a committed term loan of $37.5m and runs for three
years to May 2027. The strong cash generation has enabled us
to pay down $7.5m of the debt associated with the acquisition
of Rowman & Littlefield ahead of schedule with the remaining
balance $30.0m.
The Group also has an unsecured revolving credit facility with
Lloyds Bank Plc. The facility comprises a committed revolving
credit facility of £20m and an uncommitted incremental term loan
facility of up to £20m. The agreement runs to November 2027. As
at 28 February 2025, the facility remains fully undrawn (2024: fully
undrawn).
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.
Acquisitions
The acquisition of Rowman & Littlefield’s academic publishing
assets for £64.8m/$82.5m on 28 May 2024 has significantly
accelerated and strengthened Bloomsbury’s academic publishing
in North America and will benefit BDR in particular.
Bloomsbury has a successful track record in strategic acquisitions,
with 34 completed. We will assess further acquisition
opportunities in line with our long-term growth strategy,
particularly within Academic.
Dividend
Bloomsbury 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
11.54 pence per share, totalling £9.4m. Together with the interim
dividend, this makes a total dividend for 2024/2025 of 15.43
pence per share, a 5.0% increase on the 14.69 pence dividend for
2023/2024 and a 31.3% increase versus 2022/2023.
Subject to Shareholder approval at our AGM on 16 July 2025, the
final dividend will be paid on 22 August 2025 to Shareholders on
the register on the record date of 25 July 2025.
Including the proposed 2024/25 final dividend, over the past
ten years, the dividend per share has increased at a compound
annual growth rate of 9.7%.
Board Changes
Penny Scott-Bayfield was appointed Group Finance Director of
Bloomsbury seven years ago. Penny has informed the Board of
her intention to step down from her role at Bloomsbury to pursue
a portfolio career. Penny will remain at Bloomsbury to ensure a
smooth process for the recruitment of her successor to ensure an
orderly handover. The search for Penny’s successor has already
commenced.
John Bason, Bloomsbury’s Chairman, said, “At this juncture, on
behalf of all of our colleagues, Nigel Newton and I would like to
recognise her critical contribution to the significant development
of Bloomsbury over the last seven years and to thank her
enormously.”
Bloomsbury was pleased to announce the appointment of Dame
Heather Rabbatts to its Board as a Non-Executive Director from
14 April 2025 and as a member of the Audit, Remuneration and
Nomination Committees. She is the Chair of M&C Saatchi Group
PLC, Senior Independent Director at Associated British Foods plc,
and was formerly a Non-Executive Director at Kier Group plc.
Current Trading and Outlook
We remain cognisant of the uncertain macroeconomic backdrop,
however, books remain exempt from US tariffs. Trading for
2025/2026 is expected to be broadly in line with the current
consensus expectation
1
in constant currency.
The Board is confident in the resilience created through the
portfolio of portfolios strategy. We continue to execute our
Bloomsbury 2030 vision focused on our growth, portfolio and
people. Our authors, customers, consistent performance, and
the scale and resilience of our business continue to underpin the
confidence we have in the future.
Nigel Newton
Founder & Chief Executive
1
The Board considers consensus market expectation (before this
publication) for the year ending 28 February 2026 to be revenue of
£349.2m and profit before taxation and highlighted items of £45.1m.
www.bloomsbury.com
14
Bloomsbury Publishing Plc
Chief Executive Review
continued
Powerful forward publishing
list for 2025/2026
Stock code: BMY
Annual Report and Accounts 2025
15
Strategic Report
Revenue growth PBTA
1
£361.0m
+5%
£42.1m
(14)%
24/25
23/24
22/23
£361.0m
£342.7m
£264.1m
24/25
23/24
22/23
£42.1m
£48.8m
£31.1m
Link to risks:
A
B
D
G
H
J
Link to risks:
A
B
C
D
F
G
H
J
L
Employee engagement
10
Employee Voice meetings
connecting employees
with the Board and senior
management
(2024: 15)
10
Active Staff Networks
(2024: 12)
54%
Average attendance rate at
Town Halls
(2024: 46%)
Link to risks:
I
K
Financial measures Non-financial measures
1
PBTA is profit before tax, amortisation
of acquired intangibles and other
highlighted items.
2
Adjusted profit margin is profit before
taxation and highlighted items divided
by revenue.
A
Market
D
Title acquisition
G
Intellectual property
J
Legal and compliance
B
Importance of
digitalpublishing
E
Information and
technologysystems
H
Reliance on key
counterparties and supply
chain resilience
K
Reputation
C
Acquisitions
F
Financial valuations
I
Talent management
L
Cost Inflation
Key to risks:
Bloomsbury Digital
Resources revenue
Adjusted profit margin
2
£27.0m
+2%
11.7%
-258bps
24/25
23/24
22/23
£27.0m
£26.6m
£26.2m
24/25
23/24
22/23
11.7%
14.2%
11.8%
Link to risks:
A
B
C
G
J
Link to risks:
A
B
C
D
F
H
L
52
4
1
3
www.bloomsbury.com
16
Bloomsbury Publishing Plc
Key Performance Indicators 2024/25
Gender diversity
Female Board members
2025: 60% 2024: 50%
Female Executive
Committeemembers
2025: 62.5% 2024: 57%
Female employees
2025: 75% 2024: 73%
Male Female
Bloomsbury’s UK median
gender pay gap
19.3%
(2024: 12.7%)
Bloomsbury’s UK mean gender
pay gap
18.3%
(2024: 16.5%)
Link to risks:
I
K
Go to https://www.bloomsbury-ir.
co.uk/docs/librariesprovider16/
archives/governance/gender-pay-
gap/gender-pay-gap-2024.pdf to see
Bloomsbury’s 2024 Gender Pay Gap
Report (snapshot date 5 April 2024).
Ethnic Diversity
Board
1 (20%)
Board member –
Directors of colour
(2024: 1)
Company
16%
Ethnic minority groups: UK
(2024: 16%)
25%
Ethnic minority groups: US
(2024: 25%)
Link to risks:
I
J
K
Environmental
performance – greenhouse
gas emissions
(absolute tonnes CO2e)
102
Stationary fuel use
(2024: 103)
277
Electricity use: location-based
emissions
(2024: 290)
0
Electricity use: market-based
emissions
(2024: 30)
23
Vehicle fuel use
(2024: 25)
Link to risks:
I
J
K
76 8
Stock code: BMY
Annual Report and Accounts 2025
17
Strategic Report
Channels
Key ActivitiesKey Resources
Publishing works of
excellence and originality in
multiple formats
Leveraging existing
intellectual property
rights through innovative
publishing
Strong focus on digital
academic and professional
publishing
Strategic acquisitions in key
areas of publishing
Acquisition of rights from
authors, illustrators and
other copyright owners
Managing licensing deals
in respect of Bloomsbury’s
extensive backlist
International expansion
How we support both our divisions:
Valuable intellectualproperty
Valuable intellectualproperty
Diversied portfolio ofcontent and
services
Diversified portfolio ofcontent
and services
Authors and Illustrators
Inspirational and high-
calibreauthors
Talented people
Talented colleagues
Strong nancial position andliquidity
Strong financial position
andliquidity
Strong, globally recognisedbrand
Strong, globally recognisedbrand
Access to global markets and partners
Access to global markets and
partners
Traditional wholesalers and retailers
Traditional wholesalers
and retailers
Online retailers
Online retailers – print
and digital (ebooks and
audio books)
Direct to academic and educational
institutions, libraries and corporates
Direct to consumers,
academic and educational
institutions, libraries and
professionals.
Digital content aggregators
Digital content
aggregators
Academic Consumer
Bloomsbury
www.bloomsbury.com
18
Bloomsbury Publishing Plc
Business Model
Revenue Streams
Creating value for stakeholders
Print books
Ebooks
Audiobooks
Bloomsbury Digital
Resources for academic,
educational and
professional settings
Licensing of rights to third
parties
Board games
Consumers
Publishing works of excellence and originality to inform, educate,
entertain and inspire, supporting literacy and culture and fostering a
passion for reading and learning. During the year, Bloomsbury authors
won, and were shortlisted for, literary prizes globally, recognising
established and emerging talent.
Society
We contribute through charitable donations, partnerships and
employee time donated. Our economic and social contribution to
our communities was delivered through charitable donations and
partnerships as set out on pages 54 to 56.
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.
Shareholders
The opportunity to invest in a resilient publishing company with
a diversified portfolio operating in global markets. Our strategy
has delivered record revenue and a 5% increase in our dividend to
15.43 pence.
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 authors, printers, freelancers, business partners and book trade
customers.
Stock code: BMY
Annual Report and Accounts 2025
19
Strategic Report
Artificial Intelligence (AI)
Description
Bloomsbury’s materiality assessment revealed AI
as a priority topic for stakeholders. Increased use
of AI as a mainstream tool and deals undertaken
by other publishers to license content to train
large language models has led to stakeholders
such as authors and Shareholders engaging with
Bloomsbury throughout 2024/2025 regarding
concerns and opportunities relating to our
potential use of AI. We consider the market trend
to be increased use of AI within our business,
supply chain and industry over time.
Our Response
To navigate this complex field, we have hired a
Head of AI Innovation and created the Bloomsbury
AI Steering Group. This group will inform and
shape the Company’s approach to AI. All key
recommendations, policies, and strategic decisions
will be subject to approval by the Executive
Committee and the Board before implementation
and the Steering Group will play an important role
feeding into these. Bloomsbury is also playing
an active role in the UK Publishers Association
Taskforce. The AI Steering Group will take an
ethical and responsible approach in line with our
Company purpose and values.
Link to strategy
Regulatory Environment
Description
The 2024/2025 materiality assessment
demonstrated that the dynamic regulatory
environment is fourth in the priority list concerning
stakeholders. This spans US tariffs to European
sustainability regulation. At the time of writing,
the US has imposed tariffs on imported goods,
and although books are exempt there are likely
to be other impacts such as input cost inflation.
Separately, in December 2025 the EU Deforestation
Regulation (EUDR) will come into effect, requiring
EUDR-relevant products such as books to be
compliant.
Our Response
The Group is agile in where we print and, in some
cases manufacture in the country of distribution
to meet needs efficiently, such as the US, however
it is possible that there may be some input cost
inflation (e.g. paper) in response to tariffs. The
Group is preparing its response to EUDR having
appointed an EUDR consultant, established
an EUDR Steering Committee and established
dedicated steering groups across several business
functions preparing for the go-live date in
December 2025. We are also collaborating with
the Publishers Association, the Book Chain Project,
suppliers and distributors.
Link to strategy
Global Supply Chain
Description
The 2024/2025 materiality assessment revealed
sustainable supply chain and distribution as the
third most important topic to stakeholders. The
supply chain issues that were in focus during
2021–2023 have eased and while the costs of
freight, paper and printing correspondingly eased,
they did not in all cases return to pre-2021 levels.
Potential for supply chain difficulties remain.
Our Response
The Group constantly assesses its print and
purchasing strategies to manage any supply chain
issues and ensure timely supply to market. We
are agile in where we print and in some cases
manufacture in the country of distribution to
meet needs efficiently. Following preparation
during 2024/2025, in 2025/2026 we have moved to
Hachette UK Distribution.
Link to strategy
www.bloomsbury.com
20
Bloomsbury Publishing Plc
Marketplace Trends
Demand for Digital – Academic Digital Resources
Description
Demand for digital resources and learning formats
reflects the adoption of hybrid teaching methods
as digital learning habits have become embedded
in educational institutions catering to the “digital
native” generation.
Our Response
Bloomsbury continues to invest in its digital
offerings and Bloomsbury Digital Resources,
launching new products and adding content to our
existing online subject hubs e.g. through digitising
Rowman & Littlefield content. 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.
Link to strategy
Open Access in Academic Publishing
Description
Open Access continues to be strongly supported
by UK and European Governments and funding
bodies. From 1 January 2024, UK Research and
Innovation (UKRI) has required monographs, book
chapters and edited collections that acknowledge
UKRI funding to be made Open Access within 12
months of publication. In Europe, the EU-funded
PALOMERA project is supporting funders in adding
Open Access book requirements to their policies.
In 2024 Research England consulted on a proposal
to require all scholarly books and chapters
submitted to its Research Excellence Framework
(REF) be made Open Access. If implemented,
this would effectively be a mandate for all UK-
authored scholarly books to be Open Access.
Following negative feedback in the consultation,
Research England reiterated its commitment to
Open Access for books, but pushed back the
date of any Open Access mandate to 2029 and
has pledged to engage with the community to
review the policy details. However, in the US the
National Endowment for the Humanities and
National Endowment for the Arts confirmed
that their forthcoming public access publication
requirements for grant-holders would apply only to
journal articles and not to books.
Our Response
Bloomsbury has been offering Open Access
options since it entered the academic book market
in 2008, and offers all its academic authors the
option to publish their research work on a Gold
Open Access basis. In 2024 we published more
than 100 books Open Access.
The Group is well positioned to continue to
respond to the growing requirement for Open
Access content, particularly through Bloomsbury
Open Collections. This collective-action approach
to funding Open Access books 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 more diverse
set of authors within the research community by
spreading the cost across multiple organisations,
while providing additional benefits to participating
libraries.
Bloomsbury participated in the REF consultation
and continues to engage with Research England
on its forthcoming Open Access policy. We will
announce our approach once the Open Access
requirements have been confirmed.
Link to strategy
Growth in Digital – Audio Books
Description
The audio book market continues to grow, with
consumers in all age groups purchasing digital
audio. The UK Publishers Association reported a
31% increase in digital audio downloads in 2024
(2023: 24%) and, in the US, the Association of
American Publishers reported an increase of 23.8%
in digital audio downloads in 2024 (2023: +14.9%).
Our Response
Bloomsbury continues to invest in audio
acquisition, production and promotion to meet
the increasing demand for this format. Revenue
from sales of Bloomsbury digital audio books in
2024/2025 increased by 57% on the prior year.
Link to strategy
Stock code: BMY
Annual Report and Accounts 2025
21
Strategic Report
Social Media
Description
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 and Instagram communities
have resurfaced many titles, bringing them to an
exciting new generation of readers.
Our Response
Bloomsbury engages audiences on social media
such as Instagram and TikTok. Bloomsbury was
one of the first publishers to join TikTok and work
with influencers on the platform. We continue
to respond dynamically to user engagement
and reader interest in specific genres, including
popular genres such as Young Adult, Fantasy, and
Romantasy.
Link to strategy
Genres Growing in Popularity – Romance/Fantasy
Description
The increase in consumer interest in romance and
fantasy fiction during the pandemic continues
in 2024/2025 with social media in particular
influencing consumer purchasing behaviour in
respect of these genres.
Our Response
Bloomsbury’s publication of three series by Sarah J.
Maas in this genre, and its investment in strategic
promotion, has seen Maas catapulted 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 has resulted in No.1 positions for its titles in
this genre in the bestseller lists around the globe.
Link to strategy
Sales Channel
Description
The number of independent bookshops in the
UK and Ireland has declined slightly in 2024 from
1063 to 1052, with closures outnumbering the 45
independent bookshops that opened in 2024, 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.
Our Response
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 Bloomsbury authors, from debuts to
bestselling authors, including Samantha Shannon
and Sarah J. Maas.
Link to strategy
www.bloomsbury.com
22
Bloomsbury Publishing Plc
Marketplace Trends
continued
Bloomsbury is organised as two worldwide publishing Divisions,
Consumer and Non-Consumer, supported by global back-office
functions.
The Consumer Division includes Adult and Children’s Trade
publishing globally. The Consumer Division publishes over 800
new titles per year, in print, ebook and audio book formats.
The Non-Consumer Division houses Academic & Professional,
including Bloomsbury Digital Resources, and Special Interest.
The Division’s activities focus on life-long learning and publishing
books and digital resources to support research, study,
professional careers, hobbies, skills and interests.
Bloomsbury combines academic, educational, general fiction and
non-fiction publishing for the general reader, children, teachers,
students, libraries, researchers and professionals.
Bloomsbury has offices in London, Oxford, New York, Maryland,
Santa Barbara, Sydney and New Delhi, and a joint venture in
China. In 2025 Bloomsbury intends to open a new office in
Singapore.
Bloomsbury
office USA
China joint
venture
Beijing
Bloomsbury
office India
Bloomsbury
offices USA
Bloomsbury
office AUS
Bloomsbury
offices UK
Santa Barbara
Beijing
New Delhi
New York & Maryland
Sydney
London & Oxford
Stock code: BMY
Annual Report and Accounts 2025
23
Strategic Report
Our Divisional and Geographic Overview
The Consumer Division comprises Bloomsbury Adult, Bloomsbury
Children’s and Head of Zeus. Our Adult lists publish fiction, non-
fiction and lifestyle titles, while 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.
2024/2025 Highlights
Building further on the significant
growth achieved last year, Consumer
Division revenue grew 3% to £256.0m
(2023/2024: £249.2m). Profit before
tax and highlighted items was £31.4m
(2023/2024: £37.8m). In 2024/2025, the
Division’s revenue accounted for 71% of
Group turnover.
Consumer overview
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 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,
Fred Sirieix, Poppy O’Toole and Georgina
Hayden. We publish some of the
bestselling series such as J.K Rowling’s
Harry Potter and Sarah J. Maas’ three
series. Adult also includes Head of Zeus,
which publishes genre fiction, narrative
non-fiction and children’s books. Recent
bestsellers include Cixin Liu, whose The
Three-Body Problem has been made into
a Netflix series.
In May 2025 Bloomsbury was voted
Publisher of the Year 2025 at the British
Book Awards, pictured below.
2024/2025
Key financial figures
Revenue
£256.0m
+3%
PBTA
£31.4m
71%
of Group Revenue
www.bloomsbury.com
24
Bloomsbury Publishing Plc
Consumer Division
Ian Hudson- Managing Director, Consumer Division
On our Children’s lists, we publish household names ranging from
Katherine Rundell and Jessie Burton to Benjamin Zephaniah.
Across all of our subdivisions, we invest in the development of
new and diverse talent. We also invest in growing author brands
such as Samantha Shannon and Dan Jones and the bestselling
Bunny Adventures pre-school series.
Adult Trade core areas of publishing:
• Bloomsbury Trade – focuses on 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 illustrated non-fiction, including wellbeing and
books for the gift market; and
• 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.
Children’s Trade core areas of publishing:
• Illustrated and picture books;
• Activity books;
• Young adult fiction and non-fiction; and
• Pre-school titles.
Stock code: BMY
Annual Report and Accounts 2025
25
Strategic Report
The Non-Consumer Division publishes works of excellence and
originality to inspire, educate and inform its specialist audiences.
Revenues are derived from Academic & Professional, which includes
Bloomsbury Digital Resources, and Special Interest publishing.
2024/2025 Highlights
The Non-Consumer Division’s 2024/2025
revenue was £105.0m (2023/2024:
£93.5m). In 2024/2025 profit before
tax and highlighted items was £11.4m
(2023/2024: £9.8m). The main highlight of
2024/2025 was the acquisition of Rowman
& Littlefield in May 2024.
The Academic & Professional Division’s
revenue grew 18% to £83.3m (2023/2024:
£70.5m) and profit before taxation and
highlighted items was £12.5m (2023/2024:
£9.3m).
In 2024/2025 digital publishing (BDR and
ebooks) comprised 51% of Academic &
Professional revenue. 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 people,
platforms and infrastructure underpin our
long-term organic growth strategy.
In 2024/2025, we continued our strategy
of expanding international revenues,
including taking steps to maximise sales
in the US academic market, the biggest
academic market worldwide.
In 2024/2025, BDR delivered revenue of
£27.0m, an increase of 2% on the prior
year. 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.
The Special Interest Division is a market
leader in a wide range of subjects
including: military history; nautical;
science and nature; sport and wellbeing;
arts and crafts; philosophy; religion;
current affairs and business.
2024/2025
Key financial figures
Revenue
£105.0m
PBTA
£11.4m
29%
of Group Revenue
www.bloomsbury.com
26
Bloomsbury Publishing Plc
Non-Consumer Division
Jenny Ridout – Managing Director, Non-Consumer Division
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
teachers.
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.
Bloomsbury Digital Resources
Bloomsbury Digital Resources (BDR), established in May 2016,
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 with the range of the Division’s
extensive catalogue, alongside media and content partnerships,
enables BDR to deliver growth from the high-quality platforms
and infrastructure it is continuing to build. BDR 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 individual resources 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. We publish books, audio books, 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, Reeds Nautical
Almanac, the Writers’ and Artists’ Yearbook, Who’s Who and
partnership publishing with the RSPB, The National Trust and the
Wellcome Collection.
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.
Stock code: BMY
Annual Report and Accounts 2025
27
Strategic Report
Non-Consumer Division
continued
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 within
the Bloomsbury Academic imprint which has a rich portfolio of
content, in both print and digital formats, across a broad range
of disciplines within the Humanities, Social Sciences and Law.
Our extensive list of bestselling and award-winning trade authors
includes Carol Anderson, Susanna Clarke, Brigid Kemmerer, Sarah
J. Maas, Sam Quinones, Jesmyn Ward and Renée Watson.
2024/2025 was another record-breaking year for Bloomsbury US
with 9.8% revenue growth to £194.7m which was against a tough
comparative (2023/2024: £177.3m). The success came from a
number of factors including the acquisition of Rowman & Littlefield
in May of 2024. This year we also took the significant step of
establishing a US-based key account trade sales team to focus on
the relationships with our largest retail and wholesale partners. This
shift is already paying off with more time and attention paid to our
key titles, immediate customer feedback and the strengthening of
our partnerships with these critical players in the market.
In Bloomsbury US Trade publishing, the year began with Sarah J.
Maas’ third book in the Crescent City series on the New York Times
bestseller list having just been published. A number of her backlist
titles joined the New York Times bestseller list in April and stayed
on throughout the year. She went on to become the bestselling
author of 2024 across the US according to the Circana point of sale
data. Her books have now sold over 70 million copies in English
worldwide.
The accolades and awards continued throughout the year thanks
to our strong publishing across our portfolio. Among the award
winners within adult publishing:
• Anansi’s Gold by Yepoka Yeebo – winner of the 2024 Plutarch
Award;
• I Must be Dreaming by Roz Chast – winner of the Thurber Prize
and 2024 Best of Brooklyn Award;
• The Anthropologists by Ayşegül Savaş – longlisted for the 2024
National Book Critics Circle Award; and
• The House of Doors by Tan Twan Eng – shortlisted for 2024
Walter Scott Prize for Historical Fiction.
The children’s award winners include:
• She is a Haunting by Trang Thanh Tran – Best Fiction for Young
Adults Award from the American Library Association, the Young
Adult Fiction General Gold Medalist from the Independent
Publisher Book Award; and
• The Otherwoods by Justine Pucella Winans – 2024 Stonewall
Honor Award from the American Library Association.
A number of titles were chosen for the Masterlist by the following
organisations:
• Out of the Blue by Robert Tregoning – Sunshine State Youth
Reading Association;
• The Vanquishers by Kalynn Bayron – Massachusetts Children’s
Book Award;
• Ways to Make Sunshine by Renée Watson – Massachusetts
Children’s Book Award;
• When Sea Becomes Sky by Gillian McDunn – Sunshine State
Youth Reading Association; and
• You’re Not Supposed to Die Tonight by Kalynn Bayron – Florida
Teen Reads Award.
On the academic side, 2024 marked the acquisition of well-
known publisher Rowman & Littlefield, which doubled the size
of Bloomsbury US’ academic business. The acquisition added
170 plus staff members in the US, significant editorial strength as
well as marketing experience. In November we announced a new
editorial, sales and marketing structure that focuses on the needs
of the market today and into the future. Under the new leadership
of experienced Sales and Marketing Directors who joined the
Company this year, we are poised to further strengthen our
position in the academic market.
In the digital space, the BDR product portfolio continued to grow
organically in the US, while both new and expanded content
partnerships helped drive sales growth and build on our existing
customer base. And mirroring the changes noted above, we
have made structural changes to our digital sales and marketing
teams, applying more focus to our highest revenue accounts and
leads generation of new business. Our highest value product,
Bloomsbury Collections, saw strong growth, led by the adoption of
new ebook purchasing models. And our close working relationship
with the National Theatre continues to bear fruit in the US market,
evidenced by both the expansion of access of Drama Online into
the New York City Public School system, as well as an exciting new
partnership with the Educational Theatre Association. Both of these
initiatives ensure that thousands of US students gain familiarity
with our resources, creating the next generation of Bloomsbury
customers and end users.
In 2025/2026 we are able to begin adding Rowman & Littlefield
content to our Bloomsbury Digital Resources platform, which will
further grow the breadth of our catalogue and appeal to librarians
and institutions. A growing number of research libraries in North
America are committing to annual agreements with Bloomsbury
Academic, ensuring that all of the ebooks we publish on
Bloomsbury Collections are accessible to their faculty, students and
researchers. The second year of our ebook Open Access initiative,
Bloomsbury Open Collections, was again heavily supported by
North American institutions, including Harvard, Yale, Princeton, and
MIT, to name but a few.
Each year, Bloomsbury is proud to receive recognition with industry
awards that validate our commitment to publishing works of
excellence and originality.
In 2024/2025, both The Asian American Experience and
Bloomsbury Visual Arts were named to the Library Journal Best
in Reference List. In addition to these accolades for our digital
content, four individual titles also won in the Best in Reference
category. Bloomsbury was also honoured with four of the ten spots
on this year’s RUSA Outstanding Reference Source Award list and
also claimed one PROSE Category Winner for The Basque Witch-
Hunt and one PROSE Finalist designation for The Bloomsbury
Handbook of Prison Education.
This year’s achievements across all Divisions are a testament
to our US employees and our ongoing focus on developing
dynamic, diverse and differentiated lists, author talent, products
and channels, all grounded in our Company purpose, mission and
values.
Bloomsbury
US
Sabrina McCarthy, President of Bloomsbury US
www.bloomsbury.com
28
Bloomsbury Publishing Plc
Our International Offices
Bloomsbury India was established in 2012 with the objective of
maximising our 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 books.
Rahul Srivastava joined Bloomsbury in February 2025 after 18
years at Simon & Schuster. Our goal is to establish Bloomsbury
as a leading force in India’s publishing landscape, shaping minds
through impactful academic and consumer publications. We are
committed to fostering a culture of creativity and excellence,
attracting and retaining the industry’s best talent while driving
sustainable, profitable growth.
In 2024/2025 Bloomsbury India delivered revenue growth of 9% to
£5.9m (2023/2024: £5.4m). 2024 was a remarkable year, with The
Golden Road by William Dalrymple selling 65,000 copies and Own
Your Body by Dr Shiv Sarin selling over 60,000 copies. It was also a
year of accolades, with the following awards:
Godrej Literature Live Awards 2024
Bloomsbury won the Publisher of the Year 2024
History’s Angel by Anjum Hasan – Winner, Fiction Book of the
Year 2024
Intertidal by Yuvan Aves – Winner, Non-Fiction Book of the
Year 2024
Hurda by Atharva Pandit – Winner, Best First Book of the Year 2024
Kerala Literary Festival 2024
The Day the Earth Bloomed by Manoj Kuroor – Winner, Book of
the Year (Fiction)
FICCI Publishing Awards 2024
The Unicorn Quest by Archana Rai – Winner Book of the Year
(Business)
History’s Angel by Anjum Hasan – Winner, Book of the Year
(Fiction)
Publishing Next Industry Awards 2024
Chirag Thakkar won the Editor of the Year award
Kalinga Literary Festival Award 2025
Digital Fortunes by Smarak Swain – Winner for best business book
(Business, English)
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.
In 2024/2025 Bloomsbury Australia delivered revenue growth
of 3% to £16.8m (2023/2024: £16.3m). In 2024/2025 Bloomsbury
Australia’s market share grew from 2.9% to 3.5%, outpacing the
Australian book market which declined by 3.1% (in value, as
recorded by Nielsen BookScan Australia). Strong performance of
our key brands was complemented by successful new releases.
Industry acclaim came in the form of two shortlistings in the
Australian Book Industry Awards: Unfinished Woman by Robyn
Davidson, in the Biography of the Year category; and Ann
Patchett’s Tom Lake in the International Book of the Year category.
Cristina Cappelluto, Managing Director
Bloomsbury
Australia
Rahul Srivastava, Managing Director
Bloomsbury
India
Stock code: BMY
Annual Report and Accounts 2025
29
Strategic Report
In 2024/2025, Group revenues increased by 5% to £361.0 million
(2023/2024: £342.7 million). Growth since 2022/2023 was 37%.
The Consumer Division generated revenue growth of 3% to
£256.0m (2023/2024 £249.2m), a very strong performance
considering a comparative of 49% growth in 2023/24.
The Non-Consumer Division produced revenue growth of 12% to
£105.0m (2023/2024: £93.5m). Rowman & Littlefield contributed
£19.8m of revenue in the nine months since acquisition.
Academic & Professional revenue increased by 18% to £83.3m
(2023/24: £70.5m). Special Interest revenue was £21.7m (2023/24:
£23.0m).
Revenue by territory
Revenues from customers overseas totalled £282.8m (2023/2024:
£262.5m), increasing to 78% of total revenues (2023/2024: 77%).
The chart shows where Group revenues by source were generated
for the year ended 28 February 2025.
Revenue by channel
Digital sales grew by 14%, driven by ebook revenue growth of
15%, audio revenue growth of 57% and the 2% increase in BDR
revenues. Print sales were strong with a 1% increase during the
year, driven by Consumer sales. Rights and services revenues
grew by 23% to £13.2m (2023/2024: £10.7m).The chart shows the
proportion of Group revenue generated by each channel.
The chart shows the proportion of Group revenue generated by
each channel.
Profit
Profit before tax and highlighted items was £42.1 million
(2023/2024: £48.8 million). Profit before tax was £32.5 million
(2023/2024: £41.5 million). Our 2023/24 results benefitted from an
exceptional Consumer performance.
Consumer profit before taxation and highlighted items was
£31.4 million (2023/2024: £37.8 million). Non-Consumer profit
before taxation and highlighted items increased to £11.4 million
(2023/2024: £9.8 million). The Non-Consumer results included the
acquisition of Rowman & Littlefield in May 2024.
54%
40%
UKUSA
1%
5%
IndiaAustralia
69%
DigitalPrint
27%
4%
Rights and services
www.bloomsbury.com
30
Bloomsbury Publishing Plc
Financial Review
Penny Scott-Bayfield – Group Finance Director
The operating profit margin was 9% (2023/2024: 12%). The
operating profit margin before highlighted items was 12%
(2023/2024: 14%). Administrative expenses, excluding highlighted
items were 10% higher; this was due to increased staff costs
including staff taken on as part of the Rowman & Littlefield
acquisition.
Highlighted items in the year comprised the amortisation of
acquired intangible assets of £8.4m (2023/2024: £4.9m), one-off
restructuring costs and legal and other professional fees relating
to acquisitions of £1.2m (2023/2024: £2.4m).
Interest
The net finance expense was £0.8m (2023/2024: income of £0.9m).
The finance income of £1.3m mainly relates to bank interest and
the unwinding of interest on long-term revenue contracts. The
finance cost of £2.1m predominantly relates to interest on the
new term loan in the year to help fund the Rowman & Littlefield
acquisition.
Taxation
The tax charge of £7.1m (2023/2024: £9.2m) is a reported effective
rate of tax of 21.9%, consistent with the reported rate of 22.2%
for the prior year. Excluding the effect of highlighted items, the
effective tax rate for the Group was 18.8% (2023/2024: 21.0%).
Earnings per share
Diluted earnings per share before highlighted items was 41.45
pence (2023/2024: 46.62 pence). Diluted earnings per share, after
deducting highlighted items, was 30.71 pence (2023/2024: 39.11
pence). Information on distributable reserves can be found on
page 205. Information on the dividend can be found in the Chief
Executive’s Review on page 14.
Capital structure
Our net assets at 28 February 2025 is analysed in the table below:
2025
£’m
2024
£’m
Goodwill and acquired
intangible assets 128.5 71.4
Internally generated
intangible assets 8.9 8.9
Property, plant and equipment 2.5 2.2
Net right-of-use assets and
lease liability (1.2) (1.4)
Net deferred tax assets 14.6 11.0
Working capital 46.6 45.5
Other non-current assets and
liabilities (2.1) (0.9)
Total net assets before net cash 197.8 136.7
Cash and cash equivalents 40.6 65.8
Borrowings (23.6) –
Total net assets 214.8 202.5
Net assets per share were 263 pence (2024: 248 pence). The main
movements on the balance sheet relate to the acquisition of
Rowman & Littlefield; funded by cash and a loan, with Goodwill
and Intangible assets recognised on acquisition.
Inventories were 27% higher at £46.3m (2024: £36.6m), reflecting
inventories acquired from the acquisition of Rowman & Littlefield
as well as increased inventory for key categories.
Total trade and other receivables reduced by 19% to £134.0m
(2024: £165.6m). Net trade receivables were 29% lower at £79.4m
(2024: £112.0 m).
Trade and other liabilities were 13% lower at £133.0m (2024:
£152.0m). Trade payables reduced by 24% to £36.4m (2024: £48.1
m) due to timing of printing. Accruals were 13% lower than last
year at £58.7m (2024: £67.2m).
Cash
Cash and cash equivalents were £40.6m (2024: £65.8m). Cash flow
conversion in the year was 156% (2024: 110%).
The net cash generated from operating activities, including the
effect of highlighted items, was £41.9m (2024: £37.6m). This
movement is due to working capital. Cash used in investing
activities was principally the cost of purchasing Rowman &
Littlefield. Cash generated from financing activities mainly
comprised receipt of the term loan used to fund the purchase of
Rowman & Littlefield net of dividend payments made.
Liquidity
The Group has an unsecured term loan with Lloyds Bank Plc, used
for the acquisition of Rowman & Littlefield alongside cash. This
comprises a three-year term loan to May 2027, with a balance
as at 28 February 2025 of $30.0m. The strong cash generation
enabled us to pay down $7.5m of this term loan during the year.
The Group has an unsecured committed revolving credit
facility with Lloyds Bank Plc of £20.0m. The facility comprises a
committed revolving credit facility of £20.0m and an uncommitted
incremental RCF of up to £20.0m. The agreement runs until
November 2027.
Both the RCF and term loan are subject to two covenants, being
a maximum net debt to EBITDA ratio of 2.5x and a minimum
interest cover of 4x.
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 2025, the Group had £Nil drawdown (2024: £Nil)
of the revolving credit facility with £20.0m of undrawn borrowing
facilities (2024: £20.0m) available.
£361m
Group revenue
£42.1m
Group adjusted profit
41.45p
Adjusted diluted EPS
(pence per share)
22%
ROCE
Stock code: BMY
Annual Report and Accounts 2025
31
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 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.
2024/2025
Consumer
£’m
Academic &
Professional
£’m
Special
Interest
£’m
Non-
Consumer
£’m
Unallocated
£’m
Total
£’m
Profit/(loss) before taxation and highlighted items 31.4 12.5 (1.1) 11.4 (0.7) 42.1
Amortisation of acquired intangible assets (0.4) (7.7) (0.3) (8.0) – (8.4)
Other highlighted items – – – – (1.2) (1.2)
Profit/(loss) before taxation 31.0 4.8 (1.4) 3.4 (1.9) 32.5
Operating profit before highlighted items/Adjusted operating profit
Operating profit before highlighted items or adjusted operating profit is operating profit before amortisation of acquired intangibles and
other highlighted items.
2024/2025
Consumer
£’m
Academic &
Professional
£’m
Special
Interest
£’m
Non-
Consumer
£’m
Unallocated
£’m
Total
£’m
Operating profit/(loss) before highlighted items 31.6 12.5 (1.1) 11.4 (0.1) 42.9
Amortisation of acquired intangible assets (0.4) (7.7) (0.3) (8.0) – (8.4)
Other highlighted items – – – – (1.2) (1.2)
Operating profit/(loss) 31.2 4.8 (1.4) 3.4 (1.3) 33.3
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.
www.bloomsbury.com
32
Bloomsbury Publishing Plc
Financial Review
continued
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.
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 weighted average number of shares
in issue.
Tax on other highlighted items is excluded from adjusted
earnings. 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.
2024/2025
£’m
2023/2024
£’m
Profit before taxation 32.5 41.5
Amortisation of acquired
intangible assets 8.4 4.9
Other highlighted items 1.2 2.4
Adjusted profit before tax 42.1 48.8
Tax expense 7.1 9.2
Deferred tax movements
on goodwill and acquired
intangible assets 0.6 0.7
Tax expense on other
highlighted items 0.2 0.4
Adjusted tax 7.9 10.3
Adjusted earnings 34.2 38.5
Diluted weighted average shares
in issue 82,567,563 82,565,950
Adjusted diluted earnings
per share 41.45p 46.62p
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.
2024/2025
£’m
2023/2024
£’m
Profit before taxation 32.5 41.5
Other highlighted items 1.2 2.4
Net finance cost/(income) 0.8 (0.9)
Return 34.5 43.0
Average Gross assets 378.5 343.4
Less: Average Cash and cash
equivalents (53.2) (58.6)
Less: Average Deferred
tax assets (15.3) (10.8)
Less: Average Current tax
receivables (3.5) (2.6)
Average Trade and other
payables (142.5) (131.8)
Average Lease liabilities (8.8) (9.8)
Capital employed 155.2 129.8
Return on capital employed 22.2% 33.1%
Cash conversion
Cash conversion shows how well the Company is converting profit
into cash. It is taken from the following GAAP measures:
2024/2025
£’m
2023/2024
£’m
Cash generated from operating
activities 58.0 50.5
Less: Purchase of property,
plant and equipment (1.4) (0.8)
Less: Purchase of
intangible assets (4.8) (5.1)
Net cash generated 51.8 44.6
Operating profit 33.3 40.6
Cash conversion 156% 110%
Stock code: BMY
Annual Report and Accounts 2025
33
Strategic Report
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, presented the current year revenue at the prior year exchange rates below. The currency adjustment is calculated by
applying the monthly foreign exchange rates used in 2023/2024 to convert the overseas revenue into sterling. This has been applied on a
month-by-month basis to the 2024/2025 revenue. This method allows better comparability given the seasonality of the business.
Consumer
£’m
Academic &
Professional
£’m
Special
Interest
£’m
Non-
Consumer
£’m
Total
£’m
Group revenue 2024/2025 – Reported 256.0 83.3 21.7 105.0 361.0
Currency adjustment 4.3 0.7 0.2 0.9 5.2
2024/2025 – currency adjusted 260.3 84.0 21.9 105.9 366.2
2023/2024 – reported 249.2 70.5 23.0 93.5 342.7
United
Kingdom
£’m
North
America
£’m
Australia
£’m
India
£’m
Total
£’m
Group revenue 2024/2025 – Reported 143.6 194.7 16.8 5.9 361.0
Currency adjustment – 4.6 0.4 0.2 5.2
2024/2025 – currency adjusted 143.6 199.3 17.2 6.1 366.2
2023/2024 – reported 143.7 177.3 16.3 5.4 342.7
Consumer
£’m
Academic &
Professional
£’m
Special
Interest
£’m
Non-
Consumer
£’m
Unallocated
£’m
Total
£’m
Group operating profit/(loss) 2024/2025 – Reported 31.2 4.8 (1.4) 3.4 (1.3) 33.3
Currency adjustment 1.2 – – – (0.1) 1.1
2024/2025 – currency adjusted 32.4 4.8 (1.4) 3.4 (1.4) 34.4
2023/2024 – reported 37.6 5.0 0.4 5.4 (2.4) 40.6
Consumer
£’m
Academic &
Professional
£’m
Special
Interest
£’m
Non-
Consumer
£’m
Unallocated
£’m
Total
£’m
Group operating profit/(loss) before highlighted items
2024/2025 – reported 31.6 12.5 (1.1) 11.4 (0.1) 42.9
Currency adjustment 1.2 0.1 – 0.1 – 1.3
2024/2025 – currency adjusted 32.8 12.6 (1.1) 11.5 (0.1) 44.2
2023/2024 – reported 38.0 9.4 0.5 9.9 – 47.9
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
www.bloomsbury.com
34
Bloomsbury Publishing Plc
Financial Review
continued
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.
Section 172 of the Companies Act 2006
A director of a company must act in the way he considers, 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, 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 2025, 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:
• Bloomsbury 2030 vision – this summarises our long-term
strategy, our goals and the progress we have made in
implementing that vision (pages 2 to 5);
• Chief Executive’s Review – this reviews our performance and
explains how our key decisions during the year have supported
our long-term strategy (pages 11 to 15);
• Business Model – this identifies and explains the key resources
and relationships which our business depends upon (pages 18
to 19);
• Stakeholder Engagement – 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 (pages 37 to 43);
• Corporate Social Responsibility Report (pages 44 to 80) – this
summarises:
– People and Culture – this describes our mission, purpose
and values which drive our culture, 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 (pages 92 to 141) – 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.
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 98. In
delegating such decision-making, the Board is mindful of the
importance of an organisational culture that 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 that 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 92 to
93 of the Corporate Governance Report and further on page 104
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 through attendance
by senior managers at Board meetings to report on key
developments and strategic focus in their areas of responsibility.
Stock code: BMY
Annual Report and Accounts 2025
35
Strategic Report
Section 172 Directors’ Duties Statement
Key Topics Reflect Bloomsbury’s Purpose
The key material issues relating to Bloomsbury were author
relationships, AI, sustainable supply chain and distribution,
regulatory environment, data and system security, and demand and
promoting reading culture and education. Topics such as author
relationships and promoting a reading culture and education link
to our purpose: to inform, educate, entertain and inspire readers of
all ages, and to our mission: to champion a life-long love of reading
and learning to help build a reading culture with the benefits that
brings to society.
In 2024/2025, we refreshed our materiality
assessment to determine the issues which are of
greatest importance to our stakeholders.
We recognise that our Corporate Social Responsibility reporting
supports Shareholders and potential Shareholders in capital
allocation decisions alongside informing all stakeholders of our
progress. As such, we have invested significant time into our
materiality assessment. The new topics that came to the fore in
the materiality assessment were AI and the evolving regulatory
environment, which we have also discussed in Shareholder
meetings, with authors, across our supply chain and internally over
the year. The materiality assessment outcome is reflected in our
Strategic Priorities (pages 4 to 5), Marketplace Trends (pages 20 to
22), sustainability related risks and opportunities (pages 61 to 66)
and detailed further in our Engagement with Stakeholders (pages
37 to 43).
Internally we surveyed 54 of our Senior Leadership Team (96%)
with cross-divisional representation and externally Shareholders
representing 26% of our share capital at the time of the
assessment. In our supply chain we have spoken with and surveyed
printers in the UK, US and China, our main distributor in the UK
and our main paper supplier. The responses varied within and
between groups given the lens through which they view the
business. We weighted the results 40% Senior Leadership Team,
40% Shareholders, and 20% suppliers, providing the ranking of
material issues in order of importance to stakeholders. Following
this, the Bloomsbury Executive Committee ranked the issues in
order of their impact on the business, resulting in the materiality
ranking below.
New Material Issues: AI and Regulatory
Environment
AI has been a key focus in Shareholder meetings, debate in the
author and publishing community, across the supply chain and
internally at Bloomsbury. It was therefore unsurprising that it came
high in the materiality assessment as a key issue. Peer companies
have sold rights to content to train large language models (LLMs),
which has been received well by Shareholders of those companies
but raised concerns in the author and publishing communities
regarding copyright, remuneration and broader ethical debate.
Bloomsbury has appointed a Head of AI Innovation and
established an AI Steering Committee and committed to utilising
AI in a responsible and ethical manner. Please also see the Chief
Executive Statement on pages 11 to 15, Marketplace Trends on
page 20 to 22 and Stakeholder Engagement on pages 37 to 43.
The regulatory environment has come to the fore as a key issue
as it has become notably dynamic; US tariffs dominate headlines
at the time of writing, EU sustainability regulations are evolving
though implementation has been delayed and the preparation is
ongoing for the FCA’s expected adoption of the IFRS standards in
the UK and packaging reporting regulations in the UK and the EU.
The regulatory environment for publishing books is in focus as
the industry prepares for EU Deforestation Regulation (EUDR) on
deforestation-free products which comes into effect in December
2025. EUDR-relevant products, which includes books, will not be
allowed to be placed on the EU market unless they are compliant.
Its objective is reducing the EU’s impact on global deforestation
and forest degradation. As a publisher, the segment of our
business that sells print books into the EU needs to be compliant
with this regulation. We have appointed an EUDR consultant
to lead Bloomsbury’s response, created an EUDR Steering
Committee, and established dedicated working groups across
several business functions. In the materiality assessment, editorial
colleagues ranked regulatory risk lowest given their interaction with
prevalent issues, however significant sections of other departments
ranked regulatory risk in the top three issues, demonstrating the
breadth of opinion captured.
Impact on the Business
1
2
4
3
7
10
9
6
11
12
13
14
16
17
15
5
8
1
Author relationship
2
AI
3
Sustainable supply chain and
distribution
4
Regulatory environment
5
Data and system security
6
Demand and promoting
reading culture and education
7
Digitisation and business
transformation
8
Talent attraction and retention
9
Stakeholder engagement
10
Governance and ethics
11
Climate resilience and energy
12
Diversity, equality and
inclusion
13
Creating societal impact
through content
14
Circularity and resource
management
15
Nature, biodiversity and
deforestation
16
Community engagement
17
Health and safety
Materiality Assessment Ranking
www.bloomsbury.com
36
Bloomsbury Publishing Plc
Materiality Assessment
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. In 2024/2025 we have gauged the issues
that are most material to our stakeholders through a materiality assessment
(see page 36); we detail what this revealed in each segment below.
Bloomsbury’s key stakeholder groups can be grouped into seven
key categories. We provide an overview of their interests and
concerns, including from the materiality assessment, 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.
• Shareholders
• Authors and illustrators
• Employees
• Suppliers
• Customers – wholesale, library and retail
• Customers – academic and educational institutions, corporate
customers
• Society (including community and the environment)
The Board is responsible for oversight of stakeholder
engagement, ensuring that we balance the needs and
expectations of our different stakeholder groups. 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 and the potential impact of the Board’s decisions across
these various stakeholder groups, while ensuring the need
to promote the success of the Company for the benefit of its
members as a whole. This section, in conjunction with our Section
172(1) Statement on page 35, sets out how the Directors have
taken into account the interests of material stakeholders in their
decision-making during the year.
Stock code: BMY
Annual Report and Accounts 2025
37
Strategic Report
Engagement with Stakeholders
Shareholders
Shareholders
Why they matter
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.
What matters to them
The materiality assessment in 2024/2025 demonstrated that shareholders view author relationships,
data and system security, talent attraction and retention, digitisation and business transformation,
stakeholder engagement, AI, governance and ethics and sustainable supply chain and distribution as
most material to Bloomsbury.
In addition, shareholders value:
• 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.
Ways we engage
Our Head of Investor Relations Tamsin Garrity enhances our engagement with Shareholders, including:
• In 2024/2025 our Head of Investor Relations established a calendar of enhanced engagement
including conference attendance and non-results roadshows;
• In 2024/2025 research was made available on the investor relations (IR) website specifically in
response to feedback from Shareholders who stated that this would be helpful;
• In 2024/2025 our Head of Investor Relations established Capital Markets Events such as the launch
of the Bloomsbury 2030 vision which was the largest city outreach event in Bloomsbury’s history;
• In 2024/2025 our Head of Investor Relations produced videos providing timely insights for
Shareholders (e.g. on Rowman & Littlefield integration and Bloomsbury’s five sales forces);
• In 2024/2025 our Head of Investor Relations made herself available to answer questions and meet
throughout the year (outside of closed periods);
• In 2024/2025 our Head of Investor Relations organised and enhanced Annual General Meeting with
an interview with Charles Handy and a fireside chat with operational management;
• Statements and presentations given to Shareholders upon the release of annual or interim results;
• Meetings with current and prospective Shareholders following results and throughout the year;
• 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.
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.
www.bloomsbury.com
38
Bloomsbury Publishing Plc
Engagement with Stakeholders
continued
Considering the interests
of our stakeholders
The Board is kept informed of 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
10 to 90, which explains the Company’s performance and investment decisions during 2024/2025.
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.
Bloomsbury holds Capital Markets Events which provide analysts and Shareholders with further
information about the business, such as the launch of the Bloomsbury 2030 vision in May 2024, videos
made in 2024/2025 to update on the integration of Rowman & Littlefield and to detail the work of
Bloomsbury’s sales forces, alongside conferences, roadshows and regular contact.
Authors and Illustrators
Authors and Illustrators
Why they matter
Authors are the lifeblood of our Company.
What matters to them
• Publication of the authors’ works to a high and
consistent standard, in line with the authors’
vision for the work.
• AI usage and protection of IP.
• 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.
Ways we engage
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.
Considering the interests
of our stakeholders
Topics raised during the engagement process vary from author to author. A key topic of engagement in
respect of new authors 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.
Stock code: BMY
Annual Report and Accounts 2025
39
Strategic Report
Employees
Employees
Why they matter
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.
What matters to them
The materiality assessment in 2024/2025 demonstrated that the Senior Leadership Team, with cross-
divisional representation, view AI, author relationships, sustainable supply chain and distribution,
promoting a reading culture and education, regulatory environment and talent attraction and retention
as most material to Bloomsbury.
In addition, employees value:
• 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.
Ways we engage
Information about the ways we engage with our employees is set out on pages 46 to 49.
Considering the interests
of our stakeholders
Information about how we consider the interests of our employees and the outcome of our
engagement is set out on pages 46 to 49.
Suppliers
Suppliers
Why they matter
Building strong relationships with our suppliers enables us to obtain the very 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 industry-leading suppliers who understand our priorities
and will adhere to our way of working and our values. We want our suppliers to be our partners.
What matters to them
The materiality assessment in 2024/2025 demonstrated that suppliers view the regulatory environment
as the top material issue facing Bloomsbury given EUDR, tariffs and evolving sustainability regulation.
Suppliers also view data and system security, governance and ethics, sustainable supply chain and
distribution, health and safety and AI as most material to Bloomsbury.
In addition, suppliers value:
• Our partnership.
• Our medium and long-term commitment.
• Shared success.
• Appropriate compensation for services
provided.
• Prompt payment.
• Predictable and sizeable volume.
• Provision of timely information required to
manage service provision.
• Clear processes.
• The kudos of working with Bloomsbury.
www.bloomsbury.com
40
Bloomsbury Publishing Plc
Engagement with Stakeholders
continued
Ways we engage
Engagement with key suppliers is ongoing and frequent, and is managed by the Group Production
Director and Director of Global Operations in tandem with heads of the relevant functional divisions.
Supplier visits and regular formal meetings as well as day-to-day engagement with all production
personnel ensures 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 competitively priced and quality titles
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.
Considering the interests
of our stakeholders
Executive Committee recommendation for agreeing a significant print contract was submitted to the
Board for ratification.
Various supplier reporting processes are in place to manage credit risk, bad debt and retail customer
charges and returns.
The Board is committed to high standards of ethical business conduct and sustainability. The relevant
policies are available to all on our website.
Customers – wholesale and retail
Customers – wholesale and retail
Why they matter
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.
What matters to them
• Maximising sales.
• Maximising revenue and margins.
• Ensuring a level playing field within sales
channels.
• Reliability of publishing schedules.
• Inventory management, including timely
delivery of fast-moving stock.
• Promotional support.
Ways we engage
Senior management meets with key customers at relevant book fairs and other trade events.
Bloomsbury’s sales teams meet regularly with customers to discuss forthcoming titles and publishing
programmes. Sell-ins to customers occur on a monthly, quarterly, six-monthly 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
Considering the interests
of our stakeholders
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
• Supply chain and logistical issues.
Stock code: BMY
Annual Report and Accounts 2025
41
Strategic Report
Customers – academic and educational
institutions, corporate customers
Customers – academic and educational institutions, corporate customers
Why they matter
Academic and educational institutions and professional organisations are 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.
What matters to them
• 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
20 to 22 of the Strategic Report for further
information).
• Accessible content (see pages 50 to 53).
Ways we engage
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;
• 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; and
• Supply of industry-standard library cataloguing records and usage statistics.
Considering the interests
of our stakeholders
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 and perpetual access sales, evidence or
usage-based sales, title by title sales) to provide flexible buying solutions;
• Product pricing; and
• In response to feedback from librarians, we develop user case studies and marketing materials to
support librarians’ internal-facing activities.
www.bloomsbury.com
42
Bloomsbury Publishing Plc
Engagement with Stakeholders
continued
Society – including community and
the environment
Society – including communities and the environment
Why they matter
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.
What matters to them
• Bloomsbury behaves as a responsible and
ethical corporate citizen.
• We support relevant charities.
• We contribute to community success.
• We promote diverse representation within our
workforce and in the content we publish.
• We manage our environmental footprint.
Ways we engage
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 54 to 56.
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.
Information on our activities in corporate and social responsibility is set out on pages 44 to 80.
Considering the interests
of our stakeholders
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 and
generation of waste, with comparisons to prior years.
The Board has approved 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 74 to 80.
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In the following pages we detail our social purpose, engagement
with our key stakeholders (pages 37 to 43), provide detail on
Bloomsbury’s people and culture (pages 46 to 49), report our
progress in Belonging and Inclusion at Bloomsbury (pages 50 to
53), our charitable giving and publishing partnerships (pages 54 to
56) and our work on measuring and reducing the environmental
impact of our business (pages 57 to 80).
Linking Sustainability to Our Policies and
Risk Management Processes
The sustainability issues we have identified as being most
important to our business are highlighted below and are reflected
in our Bloomsbury 2030 vision as set out on pages 2 to 5.
Our approach to sustainability and broader business governance
is underpinned by a set of policies, including our Environmental
Policy, Anti-Modern Slavery and Human Trafficking Policy and
Anti-Bribery and Corruption Policy (available on our websites).
As part of our Company-wide risk management framework to
identify and manage business risks, we consider sustainability-
related risks, including climate change, the social impact of our
publishing, and our ability to attract and retain talent. Read more
about our risk management process and principal risks from
page 81.
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Corporate social responsibility is encapsulated by our focus on our
colleagues, communities and climate under our Bloomsbury 2030 vision in
the people pillar. This is fundamentally driven by our mission and purpose
and operationalised to flow through into all of the work we do. Considering
and managing the impact our business has on society and the environment
and fulfilling our responsibilities to our stakeholders is integral to promoting
Bloomsbury’s long-term success. Our materiality assessment conduced in
2024/2025 informs our focus on these topics and underpins our focus on
these issues in our CSR and sustainability reporting.
www.bloomsbury.com
44
Bloomsbury Publishing Plc
Corporate Social Responsibility
Colleagues Communities Climate
We attract talented colleagues
and authors who provide creativity,
innovation and different, diverse
perspectives, continuing the
virtuous circle of creative and
commercial success.
People
We have made significant strides
in our people strategy being
awarded the Great Place To
Work Certification
TM
, enhancing
engagement, building the
career framework and constantly
enhancing our learning and
development programme, please
see pages 46 to 49.
Culture
The Board is committed to
fostering a culture of partnership
and trust, and to making life at
Bloomsbury welcoming, rewarding,
engaging and productive through
effective employee engagement
and support alongside training and
development opportunities, please
see pages 46 to 49.
Belonging and Inclusion
In 2024/2025 Bloomsbury topped
the FTSE Women Leaders
Review in the FTSE 250, met the
recommendations of the Parker
Review on UK Boards, won awards
for work on dyslexia-accessible
content and continued work on
our publishing commissioning and
communities, see pages 50 to 53.
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, reflected
in our materiality assessment in
2024/2025. Bloomsbury’s core
business of publishing books is
therefore in itself a societal good
with numerous social benefits. We
detail our work in the Commitment
to Community and Society section.
Charitable Giving
Our charitable contributions of
over £2m in 2024/2025 are detailed
on pages 54 to 56. These include
literary and literacy-focused
support alongside humanitarian
giving.
Partnerships
The importance of creating social
impact through content is reflected
in the materiality assessment in
2024/2025. Our partnerships are
detailed in our people section on
pages 46 to 49 and our charitable
donations, partnerships and
outreach on pages 54 to 56.
Promoting Literacy
Bloomsbury is dedicated to
increasing literacy and access
to books for those from
disadvantaged backgrounds,
supporting the cultivation of these
crucial skills and the emotional and
psychological benefits reading
brings, see pages 50 to 56.
The most important sustainability
issue we identified through the
materiality assessment conducted
in 2024/2025 was sustainable
supply chain and distribution.
TCFD
We detail our qualitative and
quantitative responses to the Task
Force on Climate-related Financial
Disclosures on pages 57 to 73.
Transition
Our work on building resilience
to climate change is detailed on
pages 57 to 73.
Environment
We are committed to reducing
our impact on the environment,
which we detail on pages 74 to
80. We have achieved a CDP
Climate score of B and Forestry
of C. We are working with our
suppliers towards reducing the
environmental impact of our
business.
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Bloomsbury achieves Great Place
To Work Certification™
In 2024/2025 Bloomsbury was certified by Great Place To Work®
for the year 2024/2025 in all four markets of UK, US, India and
Australia. The award is based entirely on what current employees
say about their experience working at the Company. This is
the first time the Company has entered into such a process.
Bloomsbury believes it has become the first company in the
publishing industry to achieve independent certification globally
and the first publishing company in the UK to do so.
Globally, employees said that:
• 92% are proud to tell others they work for Bloomsbury
• 90% know they are able to take time off from work when they
think it’s necessary
• 88% think that management is competent in running the
business
• 87% state that people care about each other within the
Company
• 81% say Bloomsbury is a great place to work
Participating in Great Place To Work® provides us with an
independently verified benchmark which allows us to compare
ourselves with other best-in-class organisations, as well as
looking internally at areas for improvement. We want to use this
Certification as a signpost to attract and keep the best talent.
The Bloomsbury 2030 vision requires us to evolve how we
support, reward and recognise our colleagues and it is therefore
important to ensure that we have a global view of our culture.
Great Place To Work® is the global authority on workplace
culture, employee experience, and the leadership behaviours
proven to deliver market-leading revenue, employee retention
and increased innovation. It surveys 12 million employees,
10,000+ companies in 97 countries in 92 languages and is the
sole official recognition earned by the real-time feedback of
employees regarding their company culture.
The survey, completed by employees at every level of the
business, offered a vital opportunity for staff to share their
honest views about life at Bloomsbury. We were proud to receive
over 1,000 individual comments, rich in insight and candour.
These responses offered invaluable feedback to the Board and
Executive Committee – celebrating the qualities that make
Bloomsbury a rewarding and inclusive place to work, while also
highlighting areas where we can continue to improve.
By successfully earning this recognition, it is evident that
Bloomsbury Publishing stands out as one of the top companies
to work for, providing a great workplace environment for its
employees and this feedback now actively informs our internal
priorities and future people strategy, helping us shape an even
better workplace for all.
Employee Engagement
In addition to the Great Place To Work® survey, we have
continued the Employee Voice programme, which promotes an
open dialogue between those that work for Bloomsbury and
the Executive Committee and Board. 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. Colleagues are given
this additional opportunity to share their views on Bloomsbury as
a publisher and employer. These meetings provide employees
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 an even better
place to work. The Executive Committee and the Board receive
the minutes of EVMs on an anonymous basis, together with a list
of the key themes arising out of EVMs.
In 2024/2025 we launched the Bloomsbury 2030 vision focused on our
growth, portfolio and people. Since then we have made significant strides
in our people strategy pillar being awarded the Great Place To Work
Certification™, embedding our global communication hub DianaBase,
further developing the newly formed Senior Leadership Team, enhancing
engagement through Town Halls, Village Halls, the Employee Voice
Meetings, building the Career Framework and constantly enhancing our
Learning and Development programme.
www.bloomsbury.com
46
Bloomsbury Publishing Plc
Bloomsbury’s People and Culture
Our Values
Our values frame how we work with each other and with our partners, and shape the culture of
Bloomsbury. They are essential to achieving our purpose.
entrepreneurial
independentindependent
collaborative
Entrepreneurial Spirit Independence Collaboration
Author focussed
ethical
optimistic
Author focus Ethical attitude Optimism
determined
sustainable
inclusive
Determination Sustainability Inclusiveness
At the heart of Bloomsbury’s communication and engagement
strategy with staff members is “Diana Base”, an intranet and
engagement platform built around our Company values and
launched at the end of 2023. Over the last year we have seen
the platform establish itself as the central information feed for
our Company as all employees create personal profiles, join
relevant ‘spaces’ such as an internal Employee Resource Group
or the space dedicated to the Bloomsbury Leadership Group.
Diana Base is colleague-led, allowing everyone to contribute
and empowers everyone to help grow the platform into an active
virtual communications space where ideas and successes linked
to our values are easily shared. Engagement with the platform
is up 40% on the preceding year and has 99% of staff with active
profiles.
We continue with our hugely successful global Town Halls, hosted
by the Chief Executive and Executive Committee Members,
presenting Company strategy, business news and issues across
the industry and reporting on Group-wide initiatives. These
meetings had an average attendance of 54% in 2024/2025
(2023/2024: 46%). In 2024/2025 we also introduced the more
informal and more frequently scheduled “Village Halls” focused
on a wider range of more operational topics such as Flexibility at
Bloomsbury, the Hachette UK Distribution Move and a Learning
and Development update.
Career Framework
2024/2025 saw the continued rollout of the successful
implementation of a Company-wide career framework at
Bloomsbury, designed to provide clarity, transparency, and
opportunity for all employees. The framework is built around four
core job families—editorial, sales and marketing, production, and
professional services – each comprising of nine defined levels.
By introducing this structure through the individual job evaluation
of every Bloomsbury role, we have unlocked a far more granular
and data-driven approach to our people strategy.
For example, during the most recent pay review cycle, we were
able to benchmark salaries with far greater accuracy. Instead of
reliance on broad comparisons, we are now able to assess roles
and remuneration at each level within each job family, ensuring
fairness and consistency across the organisation.
The framework has also helped sharpen our focus on learning
and development. With a clearer view of role expectations and
progression, we can now identify capability gaps more precisely
and tailor our training and development provision accordingly.
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For instance, we are currently working on structured career
pathways for Editorial Assistants, supporting their development
with clearer routes to progression and targeted learning
opportunities.
In addition, the framework enables deeper analysis of our
workforce demographics. We now have the tools to examine
representation of gender, ethnicity and other protected
characteristics at each level of the organisation, rather than
in broad terms. This is helping to inform and strengthen our
commitment to Belonging and Inclusion at Bloomsbury, providing
a more meaningful basis for action.
Overall, our new career framework is proving to be much more
than a structural change – it’s a powerful enabler of Bloomsbury’s
long-term people vision, ensuring that every colleague has the
clarity, opportunity and support they need to grow and thrive.
Learning and Development
Learning and development have taken centre-stage in 2024/2025.
Our commitment to retention, training and development means
that we have invested in our staff by offering a diversity of CPD
and learning interventions to cater for everyone’s needs and
requirements.
A key programme for 2024/2025 was the development of the
Senior Leadership Team with representation from across every
area of the business. These senior leaders are helping to shape
the future of Bloomsbury and are an essential part of helping
to transform our people strategy. The two-day Bloomsbury
Leadership Group Conference brought together colleagues
from across the globe for a programme of inspiring speakers
and practical workshops, drawing insights from both within
and beyond the publishing industry. Our third cohort of 15
managers completed the Corndel Level 5 Diploma Leadership
and Management Programme, with a fourth cohort launching
during the summer of 2025. This is a 12-month high-impact
programme, with an additional 8 weeks for the End Point
Assessment. Throughout the programme, participants receive
one-to-one monthly executive coaching and mentoring by
experienced expert industry professionals, along with individual
professional development activities. We have also relaunched
the Bloomsbury Mentoring Programme with over 50 pairings
across our UK and US workforces. We introduced a New
Manager Programme - designed to equip first-time managers
with essential people management skills in a collaborative,
cohort-based setting. In addition, our virtual coaching initiative
“Mindbeat” is a commitment over a two year period to offer each
and every manager at Bloomsbury the opportunity to access
one-to-one virtual coaching sessions, providing tailored support
to help address individual challenges and accelerate personal
development. These initiatives are further supported by our open
to all Leadership Development Modules provided by LHH and
partnerships with LinkedIn Learning, Book Machine Campus,
InRehearsal, and The Publishing Training Centre.
Author Talks and Highlights Events
An important feature throughout the year is our programme of
author talks. These are intrinsic to Bloomsbury’s culture and are
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 that books can have. We have welcomed authors
across the breadth of our publishing including Fred Sirieix, Harriet
Constable, Saba Sams and Kate Fagan. The sessions are recorded
and available live or on demand for colleagues across the globe.
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.
Board-Established Culture of Partnership
and Trust
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. 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 whistleblowing policies and HR policies
directed at preventing bullying, harassment and discrimination.
www.bloomsbury.com
48
Bloomsbury Publishing Plc
Bloomsbury’s People and Culture
continued
Key policies which support a positive culture at Bloomsbury are set out below:
Employment
policy
Description
Health, safety
and wellbeing
Bloomsbury’s Head of Facilities reports to the Director of People and Engagement in respect of health and
safety (H&S) and heads an 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 risk 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 are able to 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.
Human rights
Bloomsbury is committed to meeting its responsibility to respect human rights and to comply 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. We ensure an inclusive approach to parents in the workplace through our very many
family friendly policies such as Flexible Working, enhanced maternity and paternity leave, parental leave. The
Human Resources function monitors compliance with the policies 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.
Disability
Bloomsbury’s policy regarding disabled persons (as defined in the Disability Discrimination Act 1995) was applied
during 2024/2025 through the Appointment of a dedicated Accessibility Manager in September 2024, responsible
for bettering the working environment of disabled employees. Author and charity events occur often through the
Accessibility Network to encourage disabled staff development, and the Accessibility Manager will continue to
oversee and develop further companywide training to both aid disabled employees, and educate non-disabled
staff.
Our recruitment team takes the appropriate steps to encourage disabled persons applications, working with
companies such as Creative Access to advertise jobs. We offer reasonable adjustments requested by disabled
people during the application process, and the appointment of a dedicated Accessibility Manager during 2025
gives HR and line managers the support needed with these adjustments.
Bloomsbury offers a generous sick leave policy, including the option for disabled staff to declare their disability
to HR with a medical note, allowing them to take sick leave without requiring a note each time. We offer
Occupational Health appointments to any staff who require one, providing additional equipment and flexible
working policies where required. There is a continuation of developing office accessibility, including measures such
as a new wheelchair lift, hearing loop, and fire alarm pagers for deaf and hard-of-hearing employees.
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We recognise the urgent need to help people from all backgrounds and
identities to become part of the global publishing industry, allowing diverse
voices to both reflect and shape our culture and community.
We are committed to preserving and increasing the broad range of
voices reflected in our published content, because we believe in the
benefit this has for society. We understand that a diverse employee
base, across all levels and specialities, is the best way to enable this.
We continue to attract talented colleagues and authors who provide
creativity, innovation and different perspectives, continuing the
virtuous circle of creative and commercial success.
Bloomsbury Tops FTSE Women Leaders
Review in FTSE 250
Women lead the organisation across Bloomsbury. In February
2025 this was recognised by the FTSE Women Leaders Review
which aims to improve the representation of women on the
Boards and Leadership teams of the FTSE 350. The rankings for
Women in Leadership showed Bloomsbury as having the highest
representation of women in the FTSE 250 at 60% (combined
Executive Committee and direct reports
as at 31 October 2024)
and joint second highest female Board representation in the FTSE
250 at 60%.
Companies with the highest representation of
women
FTSE 250
28
Rank Company Combined
ExCo & DRs
1
Bloomsbury Publishing Plc 60.0%
2
Syncona Ltd 58.8%
3
Burberry Group Plc 52.6%
4
Spire Health Group Plc 51.6%
5
Baltic Classfields Group Plc 50.0%
5
Law Debenture Corporation Plc 50.0%
5
Shaftesbury Capital Plc 50.0%
5
Watches Of Switzerland Group Plc 50.0%
6
ITV Plc 49.4%
7
MONY Group Plc 49.1%
Bloomsbury Publishing Plc, new to the FTSE 250, tops the list followed by
Syncona Ltd. Burberry Group Plc topped the FTSE 100 last year but is third
in the FTSE 250 in this year. ITV Plc, Law Debenture Corporation Plc and
MONY Group Plc fell back and Baltic Classifieds Group Plc is the same.
www.bloomsbury.com
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Bloomsbury Publishing Plc
Belonging and Inclusion at Bloomsbury
The majority of senior managers and employees worldwide in the Group are women. The number of employees by each gender as
at 28 February 2025 is shown here:
Directors of the Group Parent
Company
Executive Committee Senior Managers of the Group
1
60%
[3]
40%
[2]
FemaleMale
62.5%
[5]
37.5%
[3]
FemaleMale
63%
[24]
37%
[14]
FemaleMale
Senior Managers of the Group
(Excluding Directors)
2
All employees of the Group
3
64%
[23]
36%
[13]
FemaleMale
75%
[905]
25%
[309]
FemaleMale
1
Includes members of the Executive Committee and their direct reports who are senior managers according to the Company’s Career Framework
(being members of the Company’s Established Professional/ Leader career level); this aligns with the Parker Review definition of “Senior
Management” and excludes direct reports who are (i) not part of the senior leadership team or (ii) administrative and support staff.
2
Data provided in accordance with the requirements of Section 414C(8)(c)(ii) of the Companies Act 2006.
3
Excludes workers who are freelance consultants and temps.
Gender Pay Gap
In line with UK regulations, Bloomsbury provides information on
its gender pay gap in the UK. Bloomsbury’s median gender pay
gap is 19.3%, which is an increase from 12.7% in the previous
reporting year. A reduction in the number of women within
a higher quartile pay band and an increase in the number of
women within a lower quartile pay band has played a significant
part in the increased gender pay gap. In addition, at the most
senior level, two new appointments of men, one of which was
a position previously held by a woman, has also had an impact
on the gender pay gap. This demonstrates the sensitivity
to individual changes at a senior level due to the small total
employee numbers. Bloomsbury’s male employee population
skews more senior and there are fewer of them, which results in
the average male employee salary being higher. It is worth noting
however, that the Executive Committee is as of 1st March 2025,
represented 50%:50%. Please see https://www.bloomsbury-ir.
co.uk/docs/librariesprovider16/archives/governance/gender-pay-
gap/gender-pay-gap-2024.pdf for Bloomsbury’s 2024 Gender Pay
Gap Report (snapshot date 5 April 2024).
Parker Review
The Parker Review reports on the ethnic diversity of UK Boards
with the ambition of increasing diversity. One out of the five
Directors on Bloomsbury’s Plc Board as at 28 February 2025
was from a minority ethnic group, which is in line with the
recommendations of the Parker Review.
One out of the eight members of Bloomsbury’s Executive
Committee as at 28 February 2025 was from a minority ethnic/
mixed background.
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Two (7%) of our twenty nine Senior Managers in the UK were
reported as being from Ethnic Minority backgrounds. Our
ambition for the UK is that this group would have representation
in line with the UK census.
Representation at Bloomsbury: Publishing
and Workforce
In 2024/2025 we established Global Publishing and Workforce
Committees to guide and support our objectives directed at
attracting and retaining diverse talent and perspectives, both
within our workforce and our author community. Our Publishing
Committee is focused on issues such as implementing support
systems and development programmes for diverse authors,
plus raising awareness about the importance representation in
literature. This Committee provides the opportunity to work more
collaboratively across the business. The Workforce Committee
relates to our internal understanding of the current composition
of our workforce, the development of initiatives to foster a culture
of belonging for all our colleagues, and initiatives aimed at
developing a diverse succession pipeline.
Significant improvements have been made in how we collate and
record Equal Opportunity data for our UK employees. This now
allows us to have far greater transparency about the make-up of
the workforce, and supports activities directed at developing a
diverse executive pipeline and increasing diversity at senior levels
of the company. This data, combined with the development of
our Career Framework allows us to be far more strategic about
the support we offer.
The following charts detail the demographic profile in terms of
gender and ethnicity within the UK workforce.
The following charts detail the demographic profile in terms of gender and ethnicity with in the UK workforce.
Executive committee
Established professional/leader
Professional/manager A
Professional/manager B
Developing professional
Developing professional
Female
Support A
Support B
Senior professional/
Senior manager A
Senior professional/
Senior manager B
57%
68%
77%
56%
74%
69%
75%
79%
79%
80%
44%
26%
31%
25%
21%
21%
20%
43%
32%
23%
Male
Executive committee
Established professional/leader
Professional/manager A
Professional/manager B
Developing professional/
supervisory A
Developing professional/
supervisory B
Ethnic Minority
Support A
Support B
Senior professional/
Senior manager A
Senior professional/
Senior manager B
13%
13%
6%
4%
3%
3%
6%
4%
8%
7%
8%
9%
15%
16%
20%
21%
23%
79%
86%
82%
84%
78%
75%
75%
69%
69%
88%
8%
9%
5%
4%
4%
3%
1%
1%
1%
White Prefer not to sayNo data
Male : Female ration of UK employees at each
career level as at 28th February 2025
Ethnicity of UK employees at each career level as
at 28th February 2025
Recruitment and Succession
Our ambition when bringing people into our organisation
is always to hire the best person for the job. We address
representation by ensuring that we recruit from the widest
possible candidate pools without compromising on calibre of
candidates. Examples of how we achieve this includes advertising
the majority of our roles through the Creative Access community
of diverse talent seeking to break into Creative Industries. We
promote all of our jobs on job boards such as Diversifying.io
which reach a wide variety of candidates. In 2024 we introduced
a managed service to assist with high volume recruitment thus
removing all bias from entry level recruitment sifting. Degree
qualifications have been removed from job adverts unless
necessary and we partner with recruitment agencies and search
firms with strong records in finding candidates with varied skills,
experience and backgrounds.
We have introduced a host of Learning and Development
initiatives which are available to all staff, but with a particular
focus on those in management positions in order to develop
inclusive leadership aligned to company strategy. These include
the Mentor Programme, coaching programme and Leadership
Development modules mentioned above.
UK Publishing Assistant Apprenticeship
In the UK, the Publishing Assistant Apprenticeship, run in
association with LDN Apprenticeships, continues to offer an
alternative route into publishing for candidates who are typically
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Bloomsbury Publishing Plc
Belonging and Inclusion at Bloomsbury
continued
from a socio-economic background under-represented in
publishing. In January 2025, we welcomed eight new apprentices
as part of our seventh cohort, which includes a newly introduced
role with our Audiobooks team. Since the pilot launch in 2019,
26 candidates have successfully completed apprenticeships
with Bloomsbury, with over half going on to secure permanent
positions with us. In 2024, the programme was reclassified from
a Level 3 to a Level 4 apprenticeship, reflecting its continued
growth and evolution. These advancements, coupled with
a strong retention rate, highlight the programme’s ongoing
development and its significant impact on enhancing access to
the publishing industry.
Bloomsbury UK: Dyslexia Award-Winning
Book Initiative
In a culmination of a team effort in accessibility, September
2024 saw a selection of our top-selling trade titles published
as dyslexia-friendly books. This project focuses on producing
books using a large, more readable font with dyslexia-friendly
spacing and paper choices. There were previously very few adult
dyslexia-friendly books to choose from in the market but these
chart-topping books are now easily accessible for people to
purchase. Titles include The Song of Achilles by Madeline Miller
and The Kite Runner by Khaled Hosseini. Bloomsbury is a finalist
in the 2025 Business Disability Forum’s Disability Smart Awards in
the Product Innovation category for this work on dyslexia-friendly
books. This award recognises organisations and teams that have
created a new product which is both accessible and aspirational
and has considered the needs of disabled people from inception
through to delivery. In 2024/2025 Bloomsbury appointed its first
Accessibility Manager, Elizabeth Kellingley, who in March 2025
won The London Book Fair Trailblazer Award for “creativity,
dedication and innovation” in her role for work undertaken
in 2024.
Commissioning and Collaboration in the
UK
Books are one of the most powerful tools for educating and
shaping young minds, so we work with a range of partners to
ensure that the power of books and the imagination of our
authors reach and benefit students of all ages and from all
backgrounds. Please see below for some of our recent work and
the Our Communities section on the following pages for details
on how our charitable donations of books, money and colleagues’
time support these goals.
Lit in Colour: As a partner in the Lit in Colour project, our
Methuen Drama imprint offers a unique focus on drama to help
move the curriculum forward and diversify plays encountered in
the classroom. In a study published in September 2024, teachers
reported “life-changing” results after teaching more diverse texts
to their students. This shift was supported by Pearson’s Pioneers
programme, which enabled over 250 schools to receive publisher-
donated class sets of texts by writers from minority ethnic
backgrounds. Bloomsbury donated copies of The Empress and
the stage adaptation of Refugee Boy as part of this initiative.
Our involvement in the project won the Outstanding Drama
Initiative category at the Music and Drama Education Awards
2024. We published the second of three instalments of The
(Incomplete) Lit in Colour Play List and organised an event as part
of the Bloomsbury Festival at London’s Conway Hall, featuring
professional actors and musicians bringing the plays to life.
Bloomsbury Academic Writing Fellowship: The Bloomsbury
Academic Writing Fellowship scheme aims to help early career
academics get their proposal ready for submission. This important
initiative, the first of its kind in the UK academic community,
is open to UK-based, up-and-coming authors and researchers
with Black African or African Caribbean heritage. Morategi Kale
won the second Bloomsbury Academic Writing Fellowship, with
the submission titled “What Now?: Experiences of Everyday
Unemployment among Black Graduates in South Africa”.
Morategi will receive mentorship with dedicated Bloomsbury and
Writers & Artists editors, £1,000 of financial support, access to
Bloomsbury events and W&A/Bloomsbury books and resources.
Also included is support and practical advice to develop the
submission through to final manuscript stage, ready to approach
and submit to academic publishers.
Writers & Artists Working Class Writers’ Prize: The Writers &
Artists Working Class Writers’ Prize has received over 1500 entries
and, since 2022, the W&A team has sent feedback to all writers
who enter the prize to ensure that some level of support has
been provided to everyone who entered. The prize has helped to
launch the careers of our winners and runner-ups, including 2024
winner Jon Doyle, who secured literary agent representation with
Emma Paterson and has signed with Atlantic Books.
Cocoa Girl Magazine Partnership: In 2024, we partnered with
Cocoa Magazine on a year-long initiative to help demystify
the publishing industry. Cocoa wanted to incorporate more
of a career focus in their magazine, which provided a perfect
opportunity for Bloomsbury to collaborate and introduce children
to roles available within publishing.
The partnership featured content in each magazine focusing
on a different department, including Q&As with authors,
illustrators and Bloomsbury staff, plus creative activities. We ran a
competition for one child to have their short story and cover idea
turned into a physical book. The competition entries were judged
by members of our BLOOM staff network and in February 2025
we invited the winner to Bloomsbury HQ to receive bound copies
of their book. They met with Bloomsbury staff to hear about their
roles and had afternoon tea with Bloomsbury author Chibundu
Onuzo.
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Strategic Report
Charitable Giving
Humanitarian causes
During the year, Bloomsbury UK provided financial support to
humanitarian appeals and charitable causes across the globe,
including:
• £50,000 to Inter Mediate, a negotiation and mediation charity
which brings together some of the world’s experts on dialogue
and negotiation to mediate in the most difficult, complex and
dangerous conflicts in the hope of contributing to a sustainable
resolution;
• £35,000 to the UK for UNHCR, the UN Refugee Agency,
providing life-saving support to families displaced from
their homes;
• £33,787 to the Trussell Trust, a UK national network of food
banks that provide emergency food and support to people
facing hardship;
• £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;
• £10,000 to ActionAid which works with women and girls living
in poverty;
• £10,000 to the Disasters Emergency Committee;
• £10,000 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; and
• £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 life-saving
short-term help and pushing for deep-rooted social change.
Bloomsbury India continued its support of local community
organisations by donating to charities supporting vulnerable,
marginalised and deprived groups:
• £2,500 to the Prayas Juvenile Aid Centre Society, a
community-based non-profit service;
• £2,500 to the Akshaya Patra Foundation, which strives
to eliminate classroom hunger by serving nutritious food
to disadvantaged children studying in government and
government-aided schools across India; and
• £2,500 to the Salaam Baalak Trust, which provides care and
protection to street children through child-centric programmes.
Promoting literacy and education and supporting
creators and colleagues
During the year, Bloomsbury continued to support initiatives
aligned with its mission and purpose, as well as the findings
of the materiality assessment, 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.
• £75,000 to the National Literacy Trust (NLT) saw a
continuation of our support of the NLT’s work to give children
Bloomsbury is committed to making a positive contribution to the communities in which we operate. Bloomsbury has
two strands to its donation strategy; encouraging reading and providing aid. Bloomsbury supports the not for profit
organisations which support a reading culture and developing the reading habit in the readers of the future, often
addressing inequality of opportunity. We recognise that access to resources, education, and opportunities is not equal for
everyone, and we strive to bridge these gaps by supporting organisations that create tangible change. The second strand
supports overseas aid and conflict resolution, recognising the importance of world markets to high-exporting publishers
and the benefits of peace. During 2024/2025, the Group provided support for charities and community organisations
through financial support, in-kind donations and publishing partnerships. The Group made cash donations totalling
£1.1m (2023/2024: £829,326) and donations including royalties, books and IT of £2.4m (2023/2024: £2.4m).
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Bloomsbury’s Commitment to Community
and Society
and young people from disadvantaged communities the
literacy skills to succeed in life.
• As part of our ongoing relationship with The Black Writers’
Guild in the UK, we donated £35,000 in support of the Guild’s
work, designated to support the hardship measures to assist
writers in The Black Writers’ Guild.
• A donation of £40,000 was made to The London Library. 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 the
use of the Library’s resources.
• A donation of £75,000 was made to The Queen’s
Reading Room.
• In the UK, Bloomsbury made donations of £20,000 to each
of The Bodleian Library, The British Library and Cambridge
University Library, to be designated to purchasing digital
resources from any publisher.
• In the US, £32,000 was donated to the Booksellers In Need
(BINC) Foundation to help bookstores impacted by the
fires in Los Angeles and £24,000 to the American Library
Association.
• In Australia, Bloomsbury continued its support of the
Indigenous Literacy Foundation (ILF) with a donation
of £2,611. The ILF works to address the educational
disadvantages faced by indigenous Australian children and
young people in remote communities across Australia. A
donation of £2,500 was made to the Dymock’s Children’s
Charities, £1,000 was made to Story Factory, a creative
writing centre for underprivileged young people, and £1,500
to 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.
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 that reading brings.
During the year, the Group donated books with a total wholesale
value of £1.3m 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 programmes. Through its long-standing partnership
with the SOHO Centre, Bloomsbury has donated over two
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. Bloomsbury also made a cash donation of £75,000.
• The NLT in support of its ongoing projects to promote literacy
within deprived communities.
Literary Festivals
In 2024/2025 literary festivals suffered a loss in funding.
Bloomsbury is committed to the health of the literary world
and made donations to support festivals across the country.
The festivals provide attendees with the opportunity to engage
with books and illuminating ideas through programmes of talks,
conversations and performances.
• Edinburgh International Book Festival £30,000 donation and
additional sponsorship of the event;
• Hay Literary Festival £45,000;
• Charleston Festival Trust £30,000;
• Cheltenham Literary Festival £22,500;
• The Jewish Literary Festival £10,000;
• Cambridge Literary Festival £7,500;
• Henley Literary Festival £7,500;
• Stratford Literary Festival £7,500;
• Borders Book Festival £7,500;
• Wimbledon Book Festival £3,750; and
• The Wigtown Book Festival £3,750.
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 £20,000 to PEN America and £14,000 to
the National Coalition Against Censorship 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 combating 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 that are working
towards making the publishing industry more sustainable
(see pages 57 to 80 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.
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Strategic Report
Developing Partnerships with Impact
In addition to providing financial assistance to organisations that
promote literature, literacy and education, we provide practical,
non-financial assistance. The following examples of our activities in
2024/2025 illustrate the range of Bloomsbury’s support.
LitUp: Outreach Work in Camden and Hastings
In 2024/2025, Bloomsbury continued its impactful LitUp outreach
programme in Hastings and Camden, two areas of the UK with a
high level of need and low literacy rates. LitUp is a comprehensive
project supporting teachers, engaging parents and helping
children to increase frequency and enjoyment of reading. Now in
its third year, we are working with year-one-and-two children in ten
schools in Camden and year-five-and-six children in seven schools
in Hastings.
The project was developed to build on the skills of teachers
and teaching assistants, and to engage children and parents as
readers. It consists of termly activities that build engagement
among families, train teachers in boosting reading enjoyment and
gift books to children, along with some key moments that help to
create a whole school focus on reading.
In-person author visits are a key element of the programme. Over
the 2024/2025 school year, six Bloomsbury authors visited our 17
partner schools, speaking to over 120,000 children about reading
for pleasure. We donated thousands of books so that each child
could take home a copy – in some cases the only opportunity they
have to own a book of their own.
The Bloomsbury Institute: Careers in Publishing
In 2024/2025, we strengthened the Bloomsbury Institute brand and
programme of events. In partnership with Writers & Artists, we have
developed a programme that demystifies publishing and reaches
people from backgrounds currently under-represented in industry,
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 through both in-person and online
events. To date, Bloomsbury Institute events have taken place in
Edinburgh, Exeter, Brighton and Cardiff, and our online events
have attracted hundreds of attendees from all over the world.
As well as events, we now offer online resources and a Bloomsbury
Institute newsletter so that those pursuing a publishing career can
access support on demand. We are expanding our partnerships
in order to deliver events in new locations and at literary festivals
across the UK, as well as securing sponsorship and involvement
from recruitment experts at some of the UK’s leading recruitment
agencies.
Partnership Publishing
Bloomsbury has 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 to the Akshaya Patra Foundation in India
and Magic Breakfast in the UK during the year.
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 among other publications. 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.
In 2025 Bloomsbury Digital Resources is launching a partnership
with Research4Life to make Bloomsbury’s scholarly e-books
platform, Bloomsbury Collections, freely available to users in
selected lower-income countries. Research4Life has provided
researchers at institutions in lower- and middle-income countries
with free or low-cost online access to leading publications in the
fields of health, agriculture, environment, applied sciences and
legal information. Bloomsbury believes that the humanities and
social sciences also offer crucial insights and can help improve
quality of life. By enabling access through Research4Life, the reach
of Bloomsbury’s authors will be broader and their work have a
higher impact. At the same time, this partnership expands access
to critical resources, ensuring researchers in lower-income countries
benefit from valuable insights in the humanities and social sciences.
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Bloomsbury Publishing Plc
Bloomsbury’s Commitment to Community
and Society
continued
Bloomsbury is committed to identifying, assessing and managing
our climate-related risks and opportunities. We use a TCFD-
aligned climate scenario analysis to assess hypothetical potential
financial impact of selected risks arising from climate change
across different climate scenarios over the period 2024/2025 to
2050/2051. There are uncertainties inherent in climate scenarios
and these uncertainties increase with the length of time period
being considered. Our analysis indicates 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.
Strategically important climate-related
risks and opportunities: Identification,
Qualitative Assessment and Quantification
We have identified climate risks and opportunities relevant to
Bloomsbury’s business (pages 61 to 66) through internal and
external cross-functional engagement, sector and policy research,
country-specific regulation and climate scenario research.
This involved a comprehensive review of major trends in the
publishing industry, including AI and the evolving regulatory
landscape, to inform the Group’s understanding of how climate
issues may manifest over time. We have included nature in this
year’s scenario analysis, taking a holistic approach to transition
planning that captures both nature and carbon.
In 2024/2025 we have updated the qualitative assessment of
identified risks and opportunities across three climate scenarios
and time horizons to understand the relative significance of each
for the Group. We assessed vulnerability, magnitude of impact
and likelihood. Climate-related opportunities have been assessed
including the benefit of the transition to digital publishing. In
our quantitative response, we update the model annually with
the GHG footprint and financial data for the reporting year. In
2025/2026 we will comprehensively update the quantitative
analysis.
Integration, response and monitoring
– continue to develop climate resilience
and integrate climate considerations
appropriately into business processes and
planning
In 2024/2025 we have combined the Group’s decarbonisation
and resilience planning into a transition plan. Bloomsbury is
committed to the transition to a low-carbon, climate-resilient
economy. As set out in our Environmental Policy, Bloomsbury’s
strategic ambition is to focus on our achieving near-term targets.
The table set out on page 71 details interim milestones and
actions to achieving these targets.
We continue to engage with key suppliers, including printers
and distributors, to understand the potential impact of climate
change on their operations and mitigating actions. In 2024/2025
we further committed to this engagement by signing up to
the EcoVadis platform with a view to broadening our supplier
engagement, driving wider improvement and benchmarking
standards of excellence amongst suppliers via the EcoVadis
medals system.
Our management continues to integrate the relevant climate risks
and opportunities into the Group’s existing processes to develop
climate resilience and inform decision-making, identify mitigating
actions and including, where appropriate, financial planning.
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Task Force on Climate-Related Financial
Disclosures (TCFD)
Compliance Statement
Bloomsbury’s disclosures are in accordance with the Financial Conduct Authority (FCA) Policy Statement 20/17 and UK Listing Rule LR
6.6.6R(8), consistent with the 11 Task Force on Climate-related Financial Disclosures (TCFD) recommendations.
The table summarises the Group’s compliance with the TCFD-recommended disclosures.
Bloomsbury is also compliant with the UK Government’s introduction of mandatory climate-related financial disclosures (CFD) through the
Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.
TCFD Recommendations Status Reference
Governance
a) Board oversight Comply Core information: pages 58 and 59
b) Management’s role Comply Core information: pages 58 and 59
Strategy
a) Climate-related risks and
opportunities
Comply Core information: pages 61 to 66
b) The impact of climate-related
risks and opportunities
Comply Core information: pages 61 to 69
c) The resilience of the
organisation’s strategy
Comply Core information: pages 61 to 71
Risk Management
a) Identifying and assessing
climate-related risks
Comply Core information: pages 61 to 73
b) Managing climate-related
risks
Comply Core information: pages 61 to 73
c) Integration into overall risk
management
Comply Core information: page 72 to 73
Metrics & Targets
a) Climate metrics Comply Core information: pages 72 to 73
b) GHG emissions Comply Core information: pages 72 to 80
c) Climate targets Comply Core information: page 72
Governance
Governance structure for climate-related matters
The Board is responsible for the oversight of climate-related
matters and has responsibility for approving the Environmental
Policy, strategic ambition and 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 led by the Group Director of
People and Engagement and distributed across the organisation,
with several committees having key roles. These committees
include other 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 in aligning the
Remuneration Policy with the Group’s strategy, including climate-
related matters. For 2025/2026, bonus objectives for Executive
Directors include a 3% weighting for the achievement of Scope 1
and 2 GHG emission-reduction targets.
The organisational structure on page 59 describes the
responsibilities of the Board and each Committee that is involved in
climate governance.
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Bloomsbury Publishing Plc
Task Force on Climate-Related Financial
Disclosures (TCFD)
continued
Sustainability Steering
Committee (SSC)
Oversees sustainable initiatives and
strategic responses to climate risks and
opportunities. The Head of Sustainability
liaises with the Director of Global
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, Investor Relations, Finance,
Legal and Cosec.
Climate Risk and
Reporting 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. Members of the EC, including
the CFO, sit on the Committee alongside
Investor Relations and Finance.
Bloomsbury Board
Oversees the Group’s Principal Risks and has overall responsibility for climate-related
matters, including the approval of our strategic ambition and substantive strategies for
reducing the Group’s environmental impact and addressing climate-related risk.
Executive
Committee
Responsible for the
approval 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.
Setting direction
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.
Board oversight of climate issues Management oversight of climate issues Information flows
Key:
Group Head
of People and
Engagement
and Head of
Sustainability
The Head of
Sustainability chairs
the Sustainability
Steering Committee
and advances
Bloomsbury’s response
on climate change
including representing
Bloomsbury on the
Publishers Association
Sustainability Task Force.
Committee meeting frequency: Board alternate months, Audit Committee usually three times per annum, Remuneration Committee usually four times per
annum, Executive Committee twice per month, Climate Risk and Reporting (which includes the TCFD Steering Committee) monthly and Sustainability Steering
Committee four times per annum.
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Strategic Report
Climate Scenarios
The assessment of climate-related risks and opportunities was conducted using publicly available projected data against three hypothetical
climate scenario 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/ Low policy
intervention
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 low policy intervention 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
1
Orderly Transition
including REMIND-MAgPIE
3.0–4.4 Net Zero 2050 &
Below 2°C
2
.
• IEA’s
3
WEO
4
Net Zero
Emissions.
• IPCC’s
5
SSP61–2
6
.
• 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 SSP2–4.5.
• 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 reduction targets; and (iii) long term
(10+ years) to 2050.
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Bloomsbury Publishing Plc
Task Force on Climate-Related Financial
Disclosures (TCFD)
continued
Climate Risks and Opportunities
We distinguish between inherent risk, which represents the amount of risk that exists in the absence of controls, and residual risk, which
is the amount of risk that remains after mitigating actions are accounted for. The below are not disclosed in order of priority and include
material and non-material risks.
Lower estimated impact (less than £1m) Average estimated impact (£1m-£10m)
Higher estimated impact (£10m-£26m)
Key:
Market trend Assessment result
AI
AI has become mainstream within the
tech stack. Tools such as ChatGPT are
in common use. Increased use of AI as a
mainstream tool and deals undertaken
by other publishers to license content
to train large language models (LLMs)
mean that stakeholders such as authors
and Shareholders have been engaging
with Bloomsbury throughout 2024/2025
regarding concerns and opportunities
relating to our potential use of AI.
We consider the market trend to be
increased use of AI within our business,
supply chain and industry over time.
Climate-related risks and opportunities
• R1. AI can be energy intensive. There may be difficulty in
quantifying the environmental impact of higher AI usage.
• R2. As AI use across the supply chain increases,
associated emissions and water stress could impact
Bloomsbury’s Scope 3 footprint and nature interface. The
lack of transparent AI emissions and water data from the
supply chain could lead to the use of estimated (more
conservative) emissions factors resulting in a higher Scope
3 footprint.
• R3. Potential reputational risk around AI usage and
related potential emissions.
• O1. Potential for operational efficiency, including using AI
to streamline and automate climate data collection, which
could decrease overall environmental impact.
• O2. Potential to partner with providers offering AI
solutions; for example, with the Book Chain Project
utilising AI to respond to climate regulations.
Mitigating actions
• Bloomsbury has hired a Head of AI Innovation to help
lead Group AI adaption and established an AI Steering
Committee with cross-functional representation.
• AI use cases are analysed through our innovation
framework to safeguard stakeholder interests through
responsible and ethical usage in AI deployment.
• Bloomsbury is undertaking staff training and thought
leadership workshops relating to potential internal use
of AI.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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Market trend Assessment result
Dynamic regulatory
environment
The regulatory environment has become
notably dynamic; EU regulations,
the EU Omnibus Directive and the
FCA’s expected adoption of the
IFRS standards for UK reporting and
packaging reporting regulations in the
UK and the EU, alongside changes to US
regulations and, more broadly, tariffs.
One of the key focus areas in the
supply chain is the EU’s Regulation on
Deforestation-free products (EUDR),
which comes into effect in December
2025. Its objective is reducing the EU’s
impact on global deforestation and
forest degradation. As a publisher,
the segment of our business that sells
print books into the EU needs to be
compliant with this regulation.
The UK Government supports the
incorporation of the International
Sustainability Standards Board
(ISSB) standards regarding general
sustainability (S1) and climate-related
disclosures (S2) into IFRS. The earliest
that the UK’s updated disclosure
requirements could apply is the financial
year commencing 6 April 2026.
Climate-related risks and opportunities
• R4. There are financial penalties and reputational risks
around non-compliance with regulation. For example,
penalties for non-compliance with sustainability listing
regulation and specific penalties for non-compliance with
EUDR of at least 4% of an actors’ Union-wide turnover.
• R5. EUDR relevant products, of which the book is one,
will not be allowed to be placed on the EU market unless
they are compliant, which could have a revenue impact.
• R6. Cost of implementing systems and processes to
respond to the regulatory burden.
• O3: Compliance with regulation provides the opportunity
to improve supply chain traceability and monitoring.
• O4: Increased engagement fosters stronger relationships
with suppliers, supporting sustainable partnerships.
• O5: Improve brand reputation in respect of sustainable
sourcing.
Mitigating actions
• Bloomsbury currently reports in line with the TCFD
regulations and will evolve this response to adequately
respond to any change in regulations.
• Bloomsbury has hired an EUDR consultant to lead EUDR
compliance efforts.
• Bloomsbury has established dedicated working
groups across several business functions preparing for
compliance with EUDR.
• Foster an industry-wide approach to compliance, notably
by working with the Book Chain Project, Publishers
Association and others.
• Adapting internal systems, processes, and controls to
support compliance with applicable legislation.
• Mapping the supply chain, engaging with suppliers and
other industry actors to coordinate compliance efforts.
• Bloomsbury has engaged legal advice on emerging
packaging regulations to confirm our legal obligations
as well as which of our products/packaging falls within
scope.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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Bloomsbury Publishing Plc
Task Force on Climate-Related Financial
Disclosures (TCFD)
continued
Market trend Assessment result
Growing demand for
transparency around
environmental impact
There is a general rise in stakeholder
expectation to increase transparency
over carbon emissions and nature
impact resulting from the production
of goods and services. The publishing
industry is seeking to standardise the
response to EUDR.
Climate-related risks and opportunities
• R7. Potential reputational impact if we are perceived to
have a detrimental effect on nature and biodiversity or be
more carbon-intensive than peers.
• R8. Potential risk to revenue if Bloomsbury is not able to
meet increase in regulatory requirements around nature
and deforestation (e.g. EUDR) in a timely manner.
• R9. Consumer demand for carbon intensive design and
packaging disincentivises decarbonisation of product.
• O6. Enhanced consumer awareness of carbon intensity
of the physical book could increase preference for digital
products such as ebooks which is good for Bloomsbury’s
sustainability and financials.
Mitigating actions
• 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.
• Evaluate tools and resources in development by industry
associations that enable carbon accounting in our
production and design.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Market transition
To incentivise the transition to net zero,
the price of carbon could 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
• R10. Increased costs of raw materials and distribution due
to pass-through of transition costs.
• R11. Higher operational costs related to our direct energy
consumption and related carbon emissions.
• R12. Increased capital expenditure for new technologies/
low-carbon materials and production processes to reduce
carbon emissions related to our activities.
• O7. Conversely, this would also reduce exposure to future
potential transition costs.
• O8. Increased digitisation as it becomes economically
beneficial for consumers and publishers.
Mitigating actions
• 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.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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Market trend Assessment result
Digitisation
Digital content has become an
increasingly important format for
customers. In academic publishing
there has been an accelerated shift to
digital since the pandemic. In consumer
publishing there is a mix, with children’s
predominantly print, and fiction a mix
between print and digital, including
audio.
Climate-related risks and opportunities
• O9. Increased digitisation decreases carbon emissions
associated with paper consumption, print processing,
distribution and warehousing. This is also lower cost and
enhances the margin for the business.
Management actions
• Increase the proportion of renewable and low-carbon
energy sources in our operations and encourage digital
suppliers to do the same.
• Continue to 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.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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
• O10. Continue to align Bloomsbury’s professional
and academic publishing strategy with the UN SDGs,
including SDG 13: Climate Action.
• O11. 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.
• O12. Enhanced reputation for publishing academic
content that encourages interaction with the principles
of the United Nations Sustainable Development Goals
(SDGs).
Management actions
• Continue to identify opportunities to collaborate within
the industry to drive sustainable content.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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Bloomsbury Publishing Plc
Task Force on Climate-Related Financial
Disclosures (TCFD)
continued
Market trend Assessment result
Increase in likelihood of
climate-related physical
hazards
There is potential for an 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.
Climate-related risks and opportunities
• R13. Physical hazards could result in a reduced availability
of materials for print products, resulting in suppliers
charging high prices.
• R14. Delays in production, supply and distribution of
print products, or a loss of print products, resulting from
extreme weather events.
• R15. Damage to manufacturing plants reduces supplier
production capacity.
• O13. Accelerated shift in sales to online channels in
response to severe weather conditions. This is beneficial
for emissions and is margin-enhancing for the business.
• O14. Management has enhanced the resilience of our
supply chain, increased printing local to demand, print
on demand and increased flexibility in printing contracts.
In addition, the digital versions of our products are
available.
Mitigating actions
• Continue to build resilience in production by identifying
alternative suppliers and supplier regions, supporting
adaptation planning, and forward purchasing paper.
• Further assess physical risk at key manufacturing plants
and associated potential financial impact.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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Market trend Assessment result
Enhanced market focus on
biodiversity, nature and the
value of ecosystem services
In recent years, following the adoption
of the Kunming-Montreal Global
Biodiversity Framework (GBF) at COP
15, 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
minimising global deforestation and
biodiversity loss, 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 ecosystems, and the importance of
the industry in upholding the integrity
of standards to limit the degradation
of nature. In response to this, more
companies are broadening their
mapping of impacts and dependencies
to include nature as well as climate. For
Bloomsbury, understanding the nature-
related impacts and dependencies
in our supply chain is particularly
important.
Climate-related risks and opportunities
• R16. Potential for higher price of raw materials that meet
sustainable sourcing standard requirements.
• R17. Potential for increased paper prices due to reduced
availability of materials resulting from ecosystem
degradation impacting forest productivity or loss.
• O15. Opportunity to improve supply chain resilience
by working with suppliers to procure sustainable paper
options with positive impacts or reduced negative
impacts on nature.
• O16. Opportunity to enhance brand reputation through
industry collaboration on adoption and due diligence of
forestry standards.
• O17. Opportunity to positively impact on nature and
improve resilience through collaborating with suppliers to
protect, restore or regenerate ecosystems in and around
Bloomsbury’s supply chain.
• O18. Opportunity to positively impact local communities
and indigenous peoples, via forest stewardship and
participation in industry initiatives.
Mitigating actions
• Value chain mapping: Bloomsbury has started to utilise its
EUDR supply chain mapping, including data on printers
and mills, alongside Book Chain Project data, to locate
where its value chain interfaces with nature.
• Impacts and dependencies screening: Bloomsbury has
started to locate and evaluate material water and nature-
related impacts and dependencies across our value chain.
• Bloomsbury is progressing towards quantification of
its impact on nature, which will aid understanding and
potential mitigation of impact beyond climate.
• Bloomsbury plans to expand its supplier engagement to
better understand nature-related risks within its supply
chain and to capitalise on opportunities to protect or
restore nature.
• Consider adjustments to product pricing to mitigate
changes in price of materials.
Inherent Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Residual Risk
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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66
Bloomsbury Publishing Plc
Task Force on Climate-Related Financial
Disclosures (TCFD)
continued
Quantification of potential impact of climate change
The potential future financial impact from relevant climate risks has been modelled as “climate-adjusted net present value” (NPV). This sets
out hypothetical cumulative cash flow impact to the Group across climate scenarios over the period from 2024/2025 to 2050/2051. This does
not include the cost of mitigating action.
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 that mean 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 68.
• 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.
The climate scenario sources used for the quantitative assessment are summarised in the table below.
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 60 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
and economic developments as well as techno-economic
inputs for the period 2021 to 2050, with ten-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 were 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.
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Quantification results for selected transition and physical climate-related risks
The diagram below 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 2024/2025 was £41.9m. The below does not include mitigating actions or digitisation; with mitigating action the risk is
not material.
Lower estimated impact (less than £1m) Average estimated impact (£1m-£10m)
Higher estimated impact (£10m-£26m)
Key:
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.
R10. 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 on to
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 on to
Bloomsbury.
• Carbon tax on
logistic emissions.
Increased transition
cost of distribution.
R11. 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.
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68
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
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.
R14. Delays in
production, supply
and distribution
of print products,
or a loss of print
products, resulting
from extreme
weather events.
R15. Damage to
manufacturing
plants reduces
supplier production
capacity.
Reduced logistics
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 result, 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.
Developing Bloomsbury’s Transition Plan
and Resilience Response
In sharing our Transition Plan, we hope to provide clarity to
investors, our customers, and other stakeholders on how
Bloomsbury is moving from setting goals to taking near-term
action to achieve those goals. We aim to demonstrate how the
business will remain resilient under future climate scenarios.
Bloomsbury’s Board-approved Environmental Policy sets out
both our strategic and science-based targets and confirms our
strategic ambition to achieve these near-term goals. It lays out
our commitment to responsible procurement and production, to
working more sustainably and to embedding this into our culture.
We support the transition to a low-carbon economy and remain
strategically focused on near-term climate mitigation and
adaptation actions. The steps outlined below summarise our
initial priorities to progress the achievement of our targets.
Our current transition planning is informed by a comprehensive
assessment of decarbonisation actions and initiatives, alongside
a gap analysis of further opportunities within our control.
As our transition planning matures over time, we are also
beginning to consider broader sustainability issues, including the
interconnections between climate and nature. In 2024/2025 we
started a high-level assessment of Bloomsbury’s nature interface
across our operations and supply chain. The results of this
assessment will support future risk assessments and help shape a
more holistic view on actions required.
In an effort to streamline and standardise supplier engagement,
in 2024/2025, we invested in the EcoVadis platform. During
the coming year we will start the on-boarding process for
our suppliers and assess their ESG performance. We already
engage with many of our print, paper and distribution suppliers
– accounting for over 80% of our total GHG footprint. Through
the EcoVadis platform, our goal is to broaden the scope of
this engagement and drive improvement across four pillars:
Environment, Labour and Human Rights, Ethics and Sustainable
Procurement.
Collaborating and partnering with suppliers who share our
ambition will be a key part of our transition planning. We want
to work with our suppliers to build a transparent and responsible
supply chain, where people and planet are protected. We are
proud to contribute to the industry’s collective response to EUDR
through the collaboration with the Book Chain Project and 12
other publishers. Our committed engagement across industry
bodies, working groups and forums advances the publishing
sector response to climate change and the wider industry
transition to a low-carbon economy.
Good-quality data is vital to identifying the levers to carbon
reduction. As part of our carbon footprint calculation we have
begun to establish regular data reporting across suppliers most
material to our carbon footprint. We have invested in services,
such as the Reed & McKay business travel platform, with carbon
reporting, and engaged departments across the business to
adopt the new system. Our UK Facilities teams are now working
with Trident who provide utilities reporting across several of our
UK buildings and utilities contracts via the Pulse platform.
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Internally, we are building capacity across divisions to support
our response to climate change. We can now provide training
for colleagues via the EcoVadis Academy, on how to use the tool
to improve supplier engagement. Our Carbon Literacy Training
course helps to embed a culture of sustainability and climate
action. This is supported by the newly formed Sustainability
Employee Resource Group, who are promoting the Carbon
Literacy course as well as creating a hub for colleagues who want
to take action.
The Board has overall responsibility for Bloomsbury’s climate
response, as set out in the governance structure on page 59 of
this report. As part of our overall response to climate change,
Bloomsbury has been considering environmental impact for five
years and reporting in line with the TCFD recommendations
since 2022. Bloomsbury has been voluntarily responding to the
CDP’s scored climate and forest questionnaires for the past three
years. These disclosures have enhanced climate resilience across
the business by using climate scenario analysis to inform our risk
management and identify opportunities. As part of our transition
planning, we are monitoring the regulatory landscape, including
the UK Government’s expected introduction of the IFRS standards
and the likely incorporation of the Taskforce for Nature-related
Financial Disclosures (TNFD) into UK regulations. We are also
assessing how we might be impacted by other regulations, for
example, CSDDD and CSRD as customer expectation around
transparency and data increases.
During the reporting year, we carried out a comprehensive
assessment of Bloomsbury’s alignment to the Transition Plan
Taskforce (TPT) framework, across all five pillars. This has provided
a clear understanding of our alignment to the framework which
will feed into our ongoing climate strategy.
Building climate resilience requires investment. Bloomsbury’s
financial planning in relation to decarbonisation and transition
planning is broadly considered as part of our wider financial
planning process. As an example, investments and improvements
in our buildings, as detailed below, are decided as part of
Facilities budgeting. However, the results of climate-risk
assessments, Bloomsbury’s science-based targets and increased
awareness from cross-functional engagement all factor into
decision criteria and have led the Facilities team to consider how
improving energy efficiency and removing natural gas heating
will support our emissions reduction and overall climate strategy.
As part of our TCFD response we have identified climate-related
risks and opportunities with the potential to affect our strategy
and financial performance. However, based on our current
business model, strategy planning and the actions we are taking
to manage these factors, we do not consider their potential
impact to be material at this time.
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70
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.
Short term 2025-2029 2030 2050
Direct
operations
Collaboration
and
Engagement
Sustainable
Culture
Metrics and
Targets
• Provide monthly Carbon Literacy Training for staff, fostering a
sustainable culture where staff feel empowered and educated to
make decisions in their roles that will support decarbonisation.
• Continue to align the A&P publishing strategy with the UN SDGs.
• Engage relevant teams on sustainable initiatives around design and
finishes.
• Targeted engagement through EcoVadis platform to drive
improvement across all areas of ESG, including climate and
carbon reduction.
• Introduce Bloomsbury’s Supplier Code of Conduct as part of
procurement process.
• Streamline and automate (where possible) data collection
to improve quality and enhance visibility of our supply
chain emissions (including digital) and associated risks and
opportunities.
Increase supplier
engagement to drive
decarbonisation and
ensure suppliers
are aligned with our
climate ambitions.
Continue to set and
achieve targets to
achieve a low-carbon
economy.
• Continue to attract, train and retain
a carbon literate workforce that will
support the decarbonisation of our
business.
• Continue to publish content that
supports the transition to a low-carbon
world.
Introduce an electric vehicle sales fleet by 2028.
• Collaborate with industry bodies, like PA, IPG, BIC and Book Chain Project to develop industry responses to the
risks and opportunities of climate change, e.g. Book Chain’s EUDR solution.
• Increase the traceability of the materials used in our books and continue to switch to low-carbon papers, where
possible.
• New York Office moves to renewable energy contracts in
new office premises.
• Decarbonise heating in Bedford Square offices.
• Implement systems for reporting and monitoring UK energy
consumption.
Identify and
implement actions to
align direct operations
with the transition to a
low-carbon economy.
Scope 1 and 2, 46%
emissions reduction
in 2030 from a 2019
base year.
Scope 3, 20%
emissions reduction
in 2035 from a 2019
base year.
Near-term Scope
1 and 2 SBT, target
year 2030.
Near-term scope
3 SBT, target year
2035.
• Take actions to achieve targets, report and monitor progress, revalidate and set new targets to drive transition to
a low-carbon economy.
• Develop an understanding of Bloomsbury’s nature interface across operations and supply chain, address risks and
opportunities and, where appropriate, set targets to reduce impact.
• Publish updated, Board-approved, Environmental Policy,
including science-based and strategic targets.
• Review near term SBTi targets every five years.
25% of all Bloomsbury staff to have completed Carbon Literacy Training by 2026.
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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.
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
from page 81). 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.
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.
Metrics and Targets
Bloomsbury is committed to reducing its environmental impact
across its value chain. We have set ambitious targets for our
operational footprint (Scope 1 and 2) in line with the Paris
Agreement and have committed to a 46% reduction in emissions
from base year 2019/2020 to 2030. We have also set a Scope 3
target to achieve a 20% reduction in emissions across our supply
chain by 2035 from 2019/2020. These targets help the Group
respond and adapt to the transition to a low-carbon economy and
reduce exposure to identified transition risks.
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 suppliers that contribute
the most to our Scope 3 emissions, to better understand
environmental impacts through the value chain and collaborate
to reduce emissions;
• Through this engagement we have increased the number
of print suppliers responding to the paper audit, hugely
improving the granularity of data feeding into our paper
emissions;
• Submitted Bloomsbury’s ESOS action plan which includes
actions to reduce energy consumption and associated
carbon emissions in our UK offices. Bloomsbury’s ESOS
energy audit identified the relevant improvements to be
made. Bloomsbury’s action plan from 6 December 2023 to
5 December 2027 details capex spend of £17,960 leading to
energy savings of 65,065 kWh over the four years, representing
an 8.4% reduction in overall energy use in the London and
Oxford locations. The associated savings shown in the ESOS
action plan demonstrate the majority of payback is within
a year, with LED lighting in London longer at five years and
Oxford three years; 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 74 to 80.
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.
www.bloomsbury.com
72
Bloomsbury Publishing Plc
Task Force on Climate-Related Financial
Disclosures (TCFD)
continued
Metric category Metric Risk and opportunity
description
Response and target options
to manage impacts
GHG emissions
85,766 tCO
2
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 targets.
Scope 3 emissions comprise
99.8% 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 period (2025/2026 – 2050/2051)
of:
• less than £4m under the high
warming scenario; and
• up to £19m under the ambitious
climate policy scenario.
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
3% weighting to reduction of
Scope 1 and 2 targets in annual
bonuses; achieved.
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
Not disclosed Bloomsbury has not measured or
defined capital deployment in the
context of climate-related risks.
Ongoing consideration of climate
considerations in the context of
the Group’s exposure to climate-
related risks.
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We have a responsibility to understand and 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 and impact, which in turn helps build resilience in
our operations to climate-related risks.
2024/2025 Achievements
The illustration below sets out some of the key milestones achieved in 2024/2025.
Continue to
contribute
to industry
sustainability
groups raising
our collective
voice to drive
change.
Bloomsbury
announced the
move from MDL
to HUKD.
Published our ARA
which included
a qualitative
and quantitative
response to TCFD
recommendations.
Bloomsbury Production
made a switch to
low-carbon paper
across several US print
suppliers.
Bloomsbury
completed
the full version
of the CDP
Climate Change
Questionnaire
and Forest
Questionnaire.
Bloomsbury was
one of twelve
publishers to sign
up to the Book
Chain Project
EUDR solution
development, with
the aim of creating
an industry-wide
response.
Bloomsbury
appointed
external
consultant and
established the
EUDR Steer Co to
lead Bloomsbury’s
response
to EUDR.
Bloomsbury’s
Board approved
our updated
Environmental
Policy and
strategic ambition
around climate
change.
Bloomsbury
received a B score
from CDP for our
2023/2024 Climate
Change disclosure,
demonstrating
CDP’s assessment
we take
“coordinated
action on climate
change”.
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 was
shortlisted for the
IPG Sustainability
Award.
Bloomsbury’s
Carbon
Literacy Course
completed by
10% of UK staff.
Apr Jul Oct JanMay Aug Nov FebJun Sep DecMar
As publishers, we have the opportunity to amplify the conversation around climate change through the content we publish. In line with
the goals of our transition plan, Bloomsbury’s Academic & Professional Divisions’ United Nations (UN) Sustainable Development Goals
(SDG) Working Group continues to identify ways to align publishing strategy with the SDGs. We have ambitions to broaden our work to
align with the SDGs beyond the Academic & Professional Divisions. The Working Group lead met with colleagues from the Consumer and
Special Interest Divisions to explore ways we could amplify the content from these areas of the business. In the coming year we will assess
how Consumer publishing strategies could align with the SDGs. Bloomsbury’s series of events, Bloomsbury Lectures, which draw on the
development goals, continued throughout the financial year. Through a dedicated page on Bloomsbury.com, we continue to highlight SDG-
aligned research published by Bloomsbury, with a view to facilitating easier scholarly communication around the goals.
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74
Bloomsbury Publishing Plc
Our Environment
Scope 1 and 2
We have set ambitious targets for our operational footprint
(Scope 1 and 2) in line with the Paris Agreement and have
committed to a 46% reduction in emissions from base year
2019/2020 to 2030. 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.
We have reduced our Scope 1 and 2 market-based emissions by
80% since 2019/2020. Total market-based emissions if we had not
purchased Renewable Energy Certificates would have been 168
tCO
2
e, a 65% reduction in Scope 2 market-based emissions.
Scope 3
We have also set a Scope 3 target to achieve a 20% reduction in
emissions across our supply chain by 2035 from 2019/2020.
In 2024/2025, we engaged further with key suppliers in respect of
sustainability issues which 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. In
2024/2025 we continued our paper audit, improving the accuracy
of Bloomsbury’s carbon footprint. It also informed strategic
decisions around paper resulting in a 16% reduction in paper
related emissions.
CDP Climate Change and Forestry
Questionnaires
In 2024/2025 we achieved a CDP climate change score of B for
the third year running, which demonstrates our coordinated
action on climate issues. In 2024/2025 we continued to respond to
the CDP forest questionnaire as part of the ongoing assessment
of biodiversity impact linked to our operations and supply
chain. We achieved a C for a second year in a row, indicative of
awareness-level engagement.
Industry Collaboration
Bloomsbury is part of the industry-wide collaboration across
publishing to tackle climate change. Bloomsbury was a founding
signatory of the Publishing Association’s “Publishing Declares”
pledge and is an active participant in the key publishing industry
environmental and sustainability groups, including:
• UK Publishers Association (PA) Sustainability Task Force;
• UK Book Industry Communications (BIC) Green Supply Chain;
• UK Independent Publishers Guild (IPG) Sustainability Action
Group and Committee;
• UK Book Industry Communications Green Supply Chain
Committee.
Supplier Engagement
Bloomsbury is an active member of the Book Chain Project, who
aim to drive a more sustainable, responsible and traceable supply
chain across the publishing industry.
Engagement is key to achieving our strategic ambition
of reducing our Scope 3 emissions by 2035. In 2024/2025
Bloomsbury signed up to EcoVadis with a view to broadening
our supplier engagement, driving wider improvement and
benchmarking standards of excellence amongst suppliers via the
EcoVadis medals system.
EUDR
We welcome the EU anti-Deforestation Regulation and support
its aim to eradicate deforestation and conversion within supply
chains.
We have appointed an EUDR consultant to lead Bloomsbury’s
response to the incoming regulation. We have also created
an EUDR Steering Committee, comprised of members of
the Executive Committee and Senior Leadership Team and
established dedicated working groups across several business
functions which are preparing for the go-live date in December
2025. We are collaborating with the PA, the Book Chain Project,
Biblio and the FEP as well as our print and paper suppliers to
develop our response.
Encouraging a Sustainability Culture
Carbon Literacy Training
In October 2023, we launched Bloomsbury’s Carbon Literacy
Training course, a bespoke course for Bloomsbury colleagues
helped by Bloomsbury author Jen Gale and the award-winning
team at The Carbon Literacy Trust. The course aims to embed a
culture of sustainability to ensure all colleagues can contribute to
our strategic targets through their roles and help staff understand
the actions they can take as individuals. We continue our
Carbon Literacy Training provision and have now seen over 120
colleagues complete the course.
Flexible Office Working
Bloomsbury’s hybrid work policy means Bloomsbury can reduce
its transportation-related emissions per full-time employee
from an overall reduction in staff commuting as well as energy
consumption in our office buildings.
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Sustainable Production
We are committed to reducing the environmental impact of
our print products. To that end, we work primarily with Forestry
Stewardship Council (FSC) accredited suppliers, and in North
America with Sustainable Forestry Initiative (SFI) suppliers to
ensure that our paper is FSC or SFI certified.
During 2024/2025, in line with our strategic ambition to achieve
our near-term science-based targets, we made several further
changes to our paper sourcing. Increased oversight of paper-
related emissions has informed strategic paper-purchasing
decisions, enabling a move towards low-carbon paper with
several US print suppliers.
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, and in some cases in the territory of
sale. This reduces the CO
2
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.
Next Steps
During 2025/2026, we aim to achieve the following to continue to
advance our sustainability objectives:
• Explore opportunities linked to sustainable fonts;
• Continue to work with our key suppliers to gather accurate
data and achieve our emissions reduction targets;
• In partnership with Octopus Energy, launch an electric vehicle
(EV) salary sacrifice scheme for staff;
• Continue to engage and educate colleagues through our
Carbon Literacy Training course, which over 120 staff members
have already attended. Courses are being delivered monthly,
with January to June courses full and a waiting list for the
second half of the year; and
• Continue to work with our partners and peers within the
industry to drive change throughout the publishing supply
chain, for example we are collaborating with the Book Chain
Project, alongside 12 other publishers with the aim of creating
an industry-wide standardised EUDR solution.
Hachette UK Distribution (HUKD)
Following Bloomsbury’s move to HUKD in April 2025, we look
forward to a reduction of empty mile emissions as a result
of HUKD’s cut-down technology. We are improving our own
GHG calculation with bespoke sustainability reports linked to
the distribution of our books from HUKD warehouses. HUKD’s
warehouses are powered by 100% renewable energy and they
run a fully electric fleet of warehouse vehicles. We are proud to
partner with suppliers making investments in innovations that
make sense from both a business and environmental perspective.
2024/2025 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
stationary fuel use (on-site consumption of natural gas, diesel
and fuel oil), vehicle fuel use, refrigerant use and electricity use
in kWh, converted to tonnes of CO
2
e following the protocols
provided by the Department for Energy Security and Net
Zero (DESNZ). 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,
SLR, based on data we have provided and publicly available
proxies to estimate activity data where required.
Fuel and Electricity Consumption
2024/2025 2023/2024
United Kingdom Global (ex-UK) United Kingdom Global (ex-UK)
Emissions Category
Energy
(kWh)
Emissions
(tCO
2
e)
Energy
(kWh)
Emissions
(tCO
2
e)
Energy
(kWh)
Emissions
(tCO
2
e)
Energy
(kWh)
Emissions
(tCO
2
e)
Fuel Consumption - Stationary (Scope 1) 185,774 34 254,807 68 186,842 34 255,803 69
Fuel Consumption - Mobile (Scope 1)
96,458 21 9,525 2 102,703 23 8,607 2
Fugitive Emissions (Scope 1)
N/A – N/A 11 N/A 2 N/A 35
Electricity (Scope 2, location-based*) 506,451 105 418,587 172 459,797 95 516,167 195
Electricity (Scope 2, market-based*)
506,451 – 418,587 – 459,797 – 516,167 30
Total scope 1 and 2 (location- based)
788,683 160 682,919 253 749,342 154 780,576 301
Total scope 1 and 2 (market-based)
788,683 55 682,919 81 749,342 59 780,576 135
*In 2024/2025, Bloomsbury restated base year and previous year emissions across Scope 1 and 2 and Scope 3 using current methodology and the use of more
granular data in our emissions calculations. We have restated the 2023/2024 comparatives in the table above. Restated figures include data for acquisition of
Rowman and Littlefield from the base year.
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Bloomsbury Publishing Plc
Our Environment
continued
Greenhouse gas emissions: Scope 1 and 2
Total Scope 1 and 2 (market-based) GHG emissions for 2024/2025 were 136 tCO
2
e. Scope 1 makes up 100% of these emissions as we
purchase 100% renewable energy for all our offices direct from the supplier or via the purchase of Renewable Energy Certificates.
Quantity
Absolute tonnes CO
2
e
Normalised tonnes CO
2
e
per £m revenue
GHGs
Data source and calculation
methods 2023/2024
*
2022/2023
*
Base year
*
2023/2024 2022/2023 Base year
Scope 1 Direct impacts
Stationary
fuel use
Actual consumption in
kWh. Where not available,
data was estimated using
available actuals or proxies.
BEIS emissions factors were
used to convert kWh to GHG
emissions.
102 103 116 0.3 0.3 0.6
Fugitive
emissions
Actual data in kg. Where
not available, an estimated
intensity was derived
from available data and
apportioning based on
floor area. BEIS emissions
factors were used to convert
refrigerant-specific kg to GHG
emissions.
11 37 68 0.1 0.0 0.4
Company
cars
Annual consumption in litres.
Litres were converted to kWh
and to emissions using BEIS
conversion factors.
23 25 14 0.1 0.1 0.1
Total
Scope 1
136 165 198 0.4 0.4 1.1
Scope 2
Impacts
Electricity
use –
location-
based
emissions
Actual annual consumption of
purchased electricity in kWh.
Where data was not available,
data was estimated using
available actuals or proxies.
For location-based emissions
calculations, consumption data
was converted to emissions
according to the regional
factor.
277 290 385 0.8 0.8 2.1
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Quantity
Absolute tonnes CO
2
e
Normalised tonnes CO
2
e
per £m revenue
GHGs
Data source and calculation
methods 2023/2024
*
2022/2023
*
Base year
*
2023/2024 2022/2023 Base year
Electricity
use –
market-
based
emissions
Since 2022/2023, Bloomsbury
has purchased 100% renewable
energy either direct from
suppliers or non-renewable
consumption data has been
converted to emissions
according to the residual mix
emission factor for the region.
0 30 480 0 0.1 2.6
Total
Scope 2
0 30 480 0 0.1 2.6
Total
Scope 1+ 2
(Location-
based)
413 455 583 1.2 1.2 3.1
Total
Scope 1+2
(Market-
based)
136 194 678 0.4 0.5 3.6
* Whole numbers in this table are rounded to the nearest half point. For 2023/2024, total Scope 1 = 164.7 and total Scope 2, market-based = 29.5 resulting in a
total of 194.2.
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Bloomsbury Publishing Plc
Our Environment
continued
Greenhouse gas emissions: Scope 3
Bloomsbury’s total Scope 3 emissions for 2024/2025 were 85,630 tCO
2
e (2023/2024: 83,931 tCO
2
e). Category 1 (purchased goods and
services) contributed to 86% of Bloomsbury’s total value chain emissions, with category 4 (upstream transportation and distribution)
contributing to a further 9%.
The table below shows the breakdown of Scope 3 emissions by category.
Activity
2024/2025 2023/2024
*
Base year
2019/2020
*
Revenue
intensity
(2024/2025)
Revenue
intensity
(2023/2024)
Base year
2019/2020
Relevant to
Bloomsbury
1. Purchased goods and
services (“PG&S”) 73,463 72,640 36,409 206.6 194.0 194.9 Relevant
2. Capital goods
– – – – – –
Relevant,
included
within PG&S
3. Fuel- and energy-related
activities
114 120 135 0.3 0.3 0.7 Relevant
4. Upstream transportation
& distribution 7,693 7,059 22,745 21.6 18.8 121.8 Relevant
5. Waste generated in
operations
25 39 38 0.1 0.1 0.2 Relevant
6. Business travel 1,105 1,083 1,052 3.1 2.9 5.6 Relevant
7. Employee commuting 694 626 478 2.0 1.7 2.6 Relevant
8. Upstream leased assets 5 5 4 0.0 0.0 0.0 Relevant
9. Downstream
transportation and
distribution 2,278 1,824 2,408 6.4 4.9 12.9 Relevant
10. Processing of sold
products – – – – – – Not Relevant
11. Use of sold products – – – – – – Not Relevant
12. EOL treatment of sold
products 248 532 942 0.7 1.4 5.0 Relevant
13. Downstream
leased assets – – – – – – Not Relevant
14. Franchises – – – – – – Not Relevant
15. Investments 4 4 – 0.0 0.0 – Relevant
Total
85,630 83,931 64,210 240.8 224.1 343.7
*In 2024/2025, Bloomsbury restated base year emissions across Scope 1 and 2 and Scope 3 using current methodology and the use of more granular data in our
emissions calculations. We have restated the 2023/2024 and 2019/2020 (base year) comparatives in the table above. Restated figures include data relating to the
acquisition of Rowman and Littlefield from the base year.
In category 1 (Purchased Goods and Services) we mostly use actual data to calculate emissions for our print and paper purchasing with
the remainder emissions calculated using spend. As a result of strategic decisions around paper procurement, we saw a 16% decrease in
paper related emissions. Overall, we have seen a 2% increase in category 1 (Purchased Goods and Services) emissions between 2023/2024
and 2024/2025, despite higher production, which represents increased spend across other products and services. We will continue to use
improved data to drive emissions reductions.
The decrease in category 4 (Transport and Distribution) emissions from the base year to 2024/2025 represents a near total end to air freight
and successful focus on stock control.
Business travel, commuting and teleworking emissions have increased driven by growth in the Group’s staff and global operations since the
base year.
The reason for the drop in category 12 emissions is a significant reduction in the emission factor for re-cycling from DESNZ.
Increased supplier engagement has resulted in improved data quality feeding into our GHG calculations. We are focussing on data
improvements year on year acknowledging the importance given the business growth since the base year to be able to target reductions in
the future. We continue to review and update the methodologies used in calculating our GHG emissions to reflect improved data quality
and availability.
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Total Scope 1, 2 and 3 emissions (tCO
2
e)
The total Scopes 1, 2 and 3 emissions (market-based) for Bloomsbury in 2024/2025 is 85,766 tCO
2
e (2023/2024 84,126 tCO
2
e). Bloomsbury’s
reduction targets are based on market-based emissions.
Scope 2024/2025 2023/2024
Base year
2019/2020
Revenue
intensity
(2024/2025)
Revenue
intensity
(2023/2024)
Base year
2019/2020
Total Scope 1 136 165 198 0.4 0.4 1.1
Total Scope 2 (Location-based)
277 290 385 0.8 0.8 2.1
Total Scope 2 (Market-based)
0 30 480 0 0.1 2.6
Total Scope 3 85,630 83,931 64,210 240.8 224.1 343.7
Total Scope 3 Category 1 (PG&S)
73,463 72,640 36,409 206.6 194.0 194.0
Total emissions (Market-based) 85,766 84,126 64,888 241.2
*
224.6 347.4
Total emissions (Location-based)
86,043 84,386 64,763 241.9
*
225.3 346.9
* Note the 2024/2025 revenue intensity is based on an extrapolation of full year revenue for Rowman and Littlefield.
Sustainability partnerships
Woodland Trust
In 2024/2025, we continued our support for organisations working
to preserve our natural environment. Bloomsbury’s donation
to the Woodland Trust supported the planting of almost 20
square kilometres of new woodland and the nurturing of 1,040
hectares (2,570 acres) of woods back to health. It also enabled
the protection of precious woods and trees including the UK’s
incredibly rare temperate rainforests; these are havens to
threatened species and vital carbon stores.
Surfers Against Sewage
Bloomsbury continues our support of Surfers Against Sewage
(SAS). SAS is a grassroots charity that campaigns to protect the
ocean and to make environmental conservation an exciting
activity for young people, families and communities. Our
donation supports the annual #MillionMileClean #MMC initiative,
which brings volunteers together to tackle plastic pollution across
the UK. The campaign has seen volunteers clean 310,692 miles all
over the UK, removing a total of 81,067kg of rubbish and plastic.
Our donation also supported the charity’s education programmes.
In 2024 125,344 students from 275 schools signed up to the Plastic
Free Schools campaign, bringing the total to 3,938 schools (12.5%
of all UK schools).
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80
Bloomsbury Publishing Plc
Our Environment
continued
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. 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 119 to 120, 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. Principal risks, in the context of the macro-
economic, political and legislative environment in which the
Group operates, are continuously discussed by the Executive
Committee and individual principal risks are considered by
the Board outside of the bi-annual formal reporting process as
appropriate or necessary from time to time.
Outlined in the table starting on page 83 of this section of the
Annual Report, and shown on the risk heat map on page 82, are
the principal risks to the Group that management has. 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, starting on page 83 of this
section of the Annual Report, 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 102 of the Directors’ Report
with regards to forward-looking statements. Details on financial
risk management are given in note 24.
Assurance
Assurance activities assess whether the controls are effective
and risks are mitigated to an acceptable level in practice
Risk management
Risks facing the business are identified and assessed on a
regular basis
Internal control
Internal controls are designed and deployed to mitigate
these risks to an accepted level
Audit Committee
The Board
Executive Committee
Divisional and departmental management
Stock code: BMY
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Strategic Report
Principal Risks and Risk Management
Principal risks
The table on pages 83 to 89 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
C
F
D
E
I
G
L
J
K
A
B
H
A
Market
H
Reliance on key
counterparties and
supply chain resilience
B
Importance of
digitalpublishing
I
Talent management
C
Acquisitions
D
Title acquisition
(consumer publishing)
J
Legal and compliance
E
Information and
technologysystems
K
Reputation
F
Financial valuations
L
Cost Inflation
G
Intellectual property
Key to risks:
www.bloomsbury.com
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Bloomsbury Publishing Plc
Principal Risks and Risk Management
continued
Risk Risk description Mitigation
A
Market
Changes during
the year
Market volatility: impact of economic
instability, changes in geopolitics or trading
patterns
Economic instability, trade wars and/or 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 multiple
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
• Continued focus on acquisition opportunities
in Academic and digital publishing to grow
the Non-Consumer Division
• Increased marketing and sales activities
focused on retaining reader engagement
• Renewed focus on promotion of reading for
pleasure including at key travel points
• Ongoing focus on expansion in international
markets in order to mitigate against
economic downturn in any particular market
international expansion and penetration
of new markets, in line with Bloomsbury’s
strategic priorities
Increased dependence on internet retailing
Growth of online retailers may impact the
discoverability of Bloomsbury titles and lead to a
reduction in sales channels available to the Group.
• Grow expert sales and 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
Increase No change Reduced
Key
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Strategic Report
Risk Risk description Mitigation
A
Market
Changes during
the year
Open Access
Policy changes in the UK, Europe and the US are
accelerating the requirement for publicly funded
scholarly content to be published on an Open
Access basis. As from 1 January 2024, UK Research
and Innovation (UKRI) has mandated that all
monographs, book chapters and edited collections
that acknowledge UKRI funding are to be made Open
Access within 12 months of publication. A similar
mandate applying to all monographs submitted to
the Research Excellence Framework (REF) – the UK’s
system for assessing the quality of research in UK
higher education institutions – may follow. If there
is not sufficient public funding in place, then income
from UK-originated monographs that are submitted to
the REF may be impacted.
• 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
21 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
Increase No change Reduced
Key
www.bloomsbury.com
84
Bloomsbury Publishing Plc
Principal Risks and Risk Management
continued
Risk Risk description Mitigation
B
Importance
of digital
publishing
Changes during
the year
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
• Continue to actively pursue Academic
acquisition opportunities with digital
potential that will support the scaling up and
enhancement of existing digital products and
the creation of new ones.
Reduced budgets for academic libraries and
institutions may impact revenue.
• Adoption of flexible sales models where
budgets for annual subscriptions are
restricted
• Broaden the international institutional
customer base so that the Company is not
reliant on sales in specific territories
Legislative and other measures taken in
certain US states to restrict access by
academic institutions to certain types of
content may impact on sales
• Adoption of technological measures to
enable librarians and administrators to
select content according to local and state
regulations
C
Acquisitions
Changes during
the year
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
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Strategic Report
Increase No change Reduced
Key
Risk Risk description Mitigation
D
Title acquisition
(Consumer
publishing)
Changes during
the year
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
E
Information
and technology
systems
Changes during
the year
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 governance mechanisms in place which
assign responsibility for systems security and
monitoring
• Implementation of technological security
programmes and controls which are kept
under review and updated to address
evolving cyber threats
• Maintenance of appropriate information
security and IT acceptable use policies
• Training provided to all staff on cybersecurity
risk, including regular phishing simulations
• Appropriate incident response plans in place
which include procedures to recover and
restore data and systems in the event of a
cyber event
Inadequate internal access controls or
security measures
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
F
Financial
valuations
Changes during
the year
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
www.bloomsbury.com
86
Bloomsbury Publishing Plc
Principal Risks and Risk Management
continued
Risk Risk description Mitigation
G
Intellectual
property
Changes during
the year
Erosion of copyright
Erosion of traditional copyrights as a result of
legislative developments.
• Ongoing policy of support for copyright and
intellectual property rights as a fundamental
facet of publishing; active engagement with
industry bodies including the UK Publishers
Association and the American Association of
Publishers to promote the legal protection
of intellectual property rights and respond
to proposed legislative measures relevant to
such rights
Erosion of territorial copyrights as a result of
global internet retailing
• Continue to police infringements of the
Group’s territorial copyrights and take
appropriate action to enforce such rights
Infringement of Group IP by third parties,
including as a result of the development of AI
technologies
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.
• Undertake targeted enforcement action
against third-party infringers, independently
and in cooperation with industry bodies in the
markets in which we operate
• Implement appropriate digital rights
management protection in respect of ebooks
and digital formats
• Inclusion of appropriate provisions and
restrictions regarding the use of Bloomsbury’s
proprietary content in contracts with third
parties
H
Reliance on key
counterparties;
supply chain
resilience
Changes during
the year
Failure of key partners or breakdown in
key partner relationships; disruption to the
supply chain as a result of external factors
e.g. extreme weather or geopolitical events
Failure of key partners or breakdown in key partner
relationships; disruption to the supply chain as a
result of external factors e.g. extreme weather or
geopolitical events
The failure of key partners 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 future publishing opportunities.
• Relationships with key partners are closely
monitored and actively managed by senior
managers. This includes frequent and
regular engagement with such parties and
their representatives where relevant 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 partners
• Regular review of global supply chain
resilience by a cross-functional Supply Chain
Working Group to ensure proactive steps
are implemented to mitigate supply chain
risks and prioritise supply of print titles;
the Group’s formal risk register documents
specific, critical supplier risks and associated
mitigation and resilience plans, which are
kept under regular review
• Ongoing diversification of supplier base
• Increased local printing to mitigate shipping
delays and disruptions
Stock code: BMY
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Strategic Report
Risk Risk description Mitigation
I
Talent
management
and retention
Changes during
the year
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 Bloomsbury’s
performance and 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 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 46 to 49
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
• Ongoing monitoring and tailoring of
remuneration and benefit schemes to attract
and motivate the best talent at appropriate
levels of cost
• Ongoing focus on fostering an inclusive
culture, which supports the promotion of a
diverse workforce with the benefits which
diversity of skills, experience, backgrounds
and thought bring in respect of the delivery
of the Group’s strategic objectives
• Global staff turnover by Division and
functional area is reported to the Executive
Committee and monitored against agreed
thresholds
J
Legal and
compliance
Changes during
the year
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
Inadequate regulatory compliance
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
www.bloomsbury.com
88
Bloomsbury Publishing Plc
Principal Risks and Risk Management
continued
Risk Risk description Mitigation
J
Legal and
compliance
Changes during
the year
Failure to comply with laws and regulations
relevant to the Groups products and services
may impact on sales
• 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
Failure to comply with laws and regulations
relevant to the Groups products and services
may impact on sales
• Ongoing monitoring of legislative and
regulatory developments which affect the
Group’s products and services by the Group’s
Legal Department; external specialist advice
is sought as required
• Cross-functional working groups and
steering committees established to address
the measures required to respond to
specific relevant legislative and regulatory
developments including any changes which
may be required to the Group’s supply chain
in respect of particular products and services
K
Reputation
Changes during
the year
Investor confidence
City confidence undermined by events outside of the
Company’s control, e.g. collapse of a retailer, failure of
or non-performance by a key partner.
• Diversify the Company’s portfolio of products
and services to reduce dependencies on
individual customers, suppliers, partners,
sales channels and markets
L
Cost inflation
Changes during
the year
Print supply and distribution costs; staff
costs
Increased production and distribution costs resulting
from disruption to the supply chain, or 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 or
legislative changes.
• 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
Increase No change Reduced
Key
Stock code: BMY
Annual Report and Accounts 2025
89
Strategic Report
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. Information on our
targets and sustainability measures can be found on pages 74 to
80 of this Annual Report.
Go to pages 57 to 73 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.
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 confirms 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.
Management 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 81 to 90 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
• 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 2025/2026, with
recovery during 2026/2027
• Digital revenues are reduced by 20% during 2025/2026, with
recovery during 2026/2027
• Print and staff costs are increased by 2% from 2026/2027
• Downside assumptions about extended debtor days during
2025/2026, with recovery during 2026/2027
• 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 29 February 2028.
www.bloomsbury.com
90
Bloomsbury Publishing Plc
Principal Risks and Risk Management
continued
Chairman’s Introduction to Corporate Governance 92
Members of the Board 94
Executive Committee 96
Governance at a glance 98
Directors’ Report 99
Corporate Governance Report 104
Nomination Committee Report 111
Audit Committee Report 116
Directors’ Remuneration Report 121
GOVERNANCE
Governance
Stock code: BMY
Annual Report and Accounts 2025
91
On behalf of the Board, I am pleased to introduce the Corporate
Governance Report for Bloomsbury’s financial year ending 28
February 2025. I took over the role of Chairman from Sir Richard
Lambert at the conclusion of the 2024 AGM. I would like to take this
opportunity to thank Sir Richard for his commitment, his hard work
and above all his sage advice over the last seven years. The aim of this
report is to explain Bloomsbury’s Corporate Governance Framework
and how it was applied in the year under review.
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. In January 2024
the Code was updated (the “2024 Code”). We will be reporting
against the 2024 Code in respect of the Company’s financial year
to February 2026, save for Provision 29 concerning the monitoring
and review of the effectiveness of the risk management and
internal control framework, which takes effect in respect of the
Company’s financial year to February 2027.
During the year, the Board has continued to monitor 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 2025, the Company has complied with all applicable
principles and provisions of the Code, save in respect of the
following provisions:
• Provision 24 states that the Board should establish an audit
committee of Independent Non-executive Directors, with
a minimum membership of three, or in the case of smaller
companies, two. The Chairman of the Board should not be
a member. During the year, the Company moved into the
FTSE250 index and from 1 March 2025 became subject to the
minimum membership requirement of three Non-Executive
Director. Baroness Lola Young was appointed to the Audit
Committee in October 2024. To provide continuity, and
pending the appointment of a new Non-Executive Directors,
the Board considered it appropriate for the Chairman of the
Board to remain on the Committee until such appointment
took place. The Chairman stood down from the Committee
upon Dame Heather Rabbatts joining both the Board and the
Committee on 14 April 2025.
• 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 Committee and 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 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
Sustainability remains vital to Bloomsbury’s strategy. The
Board continues to have oversight of the implementation of
sustainability initiatives and progress against our carbon reduction
targets. Bloomsbury continues to make progress in improving
the quality of the data used in the calculation of its emissions.
Detailed information on the Group’s environmental performance
during the year is set out on pages 74 to 80 of this Annual Report.
I am delighted to say that we have achieved a reduction for the
year in respect of Scopes 1 and 2 that significantly exceeds our
targets.
www.bloomsbury.com
92
Bloomsbury Publishing Plc
Chairman’s Introduction to
Corporate Governance
John Bason - Chairman of 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 57 to 73 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 page 35 of this Annual Report.
Purpose, values and culture
The Board has a responsibility to assess and monitor
Bloomsbury’s culture and ensure that a desired culture is
embedded throughout the Group. The Board believes that an
engaged and committed workforce is integral to the achievement
of Bloomsbury’s strategic ambitions, and a positive culture
underpins this. The Company’s values guide the workforce as they
pursue the delivery of Bloomsbury’s strategy and the Board seeks
to support and promote these values.
The Board is kept informed on key employee matters including
how the Company invests in its workforce and how the workforce
is rewarded, with regular updates on such matters from the Chief
Executive and the Group Director of People and Engagement.
The results of workforce surveys carried out by the Company are
presented to the Board, to allow for a discussion of any areas
which such surveys may indicate require further attention. The
Board also receives reports on Employee Voice Meetings, which
are part of the Company’s employee engagement programme,
and on actions arising as a result. All Board members have the
opportunity to attend Employee Voice Meetings themselves in
order to hear directly from the Company’s employees on matters
of importance to them. More details on employee engagement
can be found on page 40 and pages 46 to 49 of this Annual
Report.
Diversity and Inclusion
The Board recognises the benefits that diversity in all its forms
can bring to the effectiveness of Board decision-making. This also
applies to the Company’s workforce. The Nomination Committee
supports the Board in overseeing the Company’s related policies
and initiatives. Further information can be found on pages 50 to
53 of this Annual Report.
Board evaluation
For 2024/2025 I led an internal process to facilitate an evaluation
of the Board shortly after the end of the financial year. This
looked at the effectiveness of the Board, its Committees and
each individual Director. It concluded that all the Directors were
contributing effectively, that the Board functioned well as a team
and that together with the Board Committees, its governance was
appropriate. Further detail on the Board evaluation is given on
page 109 of this Annual Report.
Board changes
Sir Richard Lambert stood down from the Board at the conclusion
of the 2024 AGM as explained further on page 114 of the
Nomination Committee Report. Dame Heather Rabbatts was
appointed to the Board on 14 April 2025.
John Bason
Chairman of the Board
Stock code: BMY
Annual Report and Accounts 2025
93
Governance
John Bason joined the Board
as a Non-Executive Director
on 1 April 2022 and became
Chair of the Remuneration
Committee on 20 July 2022.
He became Chairman of the
Board on 16 July 2024, at the
conclusion of the 2024 Annual
General Meeting, whereupon
he became Chair of the
Nomination Committee and
stood down as Chair of the
Remuneration Committee, but
remained a member.
John is a Chartered Accountant
with a wealth of experience
from a 40-year career in
international business. He
was Finance Director of
Associated British Foods plc
from May 1999 until April
2023. He was formerly a
Non-Executive Director and
Senior Independent Director
at Compass Group plc, Chair
of the UK’s leading food
redistribution charity, FareShare
and Honorary Treasurer of
Voluntary Service Overseas.
He is an Independent Non-
Executive Director and Chair
of the Audit Committee at SSE
plc and Chair of the Strategic
Advisory Board of Primark.
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
with three other publishers.
Bloomsbury floated on the
London Stock Exchange in
1994 and has grown organically
and through acquisitions. Nigel
was appointed Commander of
the Order of the British Empire
(CBE) in the 2021 New Year
Honours for services to the
publishing industry.
He was President of the
Publishers Association.
He serves as President of Book
Aid International, a Member
of the Advisory Committee of
Cambridge University Library,
and, from March 2025, as a
Trustee of the Victoria and
Albert Museum. 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
is also the Chair of the charity
Ocean Youth Trust South.
Penny started her career
and qualified as a Chartered
Accountant (FCA) with Deloitte.
She has a first class degree in
Maths from University College,
Durham, and was a judge
on the Women of the Future
programme 2011 – 2022.
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 and in March 2025,
she was the winner in the FTSE
AIM category at the Non-
Executive Director Awards.
Leslie-Ann is an Independent
Non-Executive Director and
Audit Committee Chair of
Centaur Media plc and Frontier
Developments plc where
she also serves as the Senior
Independent Non-Executive
Director. In addition, she is an
Independent Non-Executive
Director at Leopard Jersey
Topco Limited. Leslie-Ann
was formerly a Non- Executive
Director at 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.
John Bason
Non-Executive
Chairman
Appointed as Non-Executive
Director: 1 April 2022
Appointed Non-Executive
Chairman 16 July 2024
N
R
Nigel Newton CBE
Founder and
Chief Executive
Appointed: 11 May 1986
N
Penny Scott-Bayfield
Group Finance
Director
Appointed: 16 July 2018
Leslie-Ann Reed
Senior Independent Director
Appointed: 17 July 2019
A
N
R
www.bloomsbury.com
94
Bloomsbury Publishing Plc
Members of the Board
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, along with a childhood
memoir. 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 on 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, a Non-Executive
Director for Futerra Limited
and a Trustee of the Conduit
Foundation.
Dame Heather Rabbatts’
career spans law, government,
sport, and media. She began
her career as a lawyer, then
became a government
advisor and the youngest
CEO of a local authority.
She subsequently moved
into media with executive
roles at Channel 4, and then
independent film and TV
production.
Heather is the Senior
Independent Director at both
Associated British Foods plc
and M&C Saatchi Group plc,
chairs Soho Theatre and the
talent management and TV/
Film production company,
42 M&P Ltd, and is an
independent film producer.
She founded Times Up UK
to promote safe working
environments across Film, TV
and Theatre and has been
on the boards of Grosvenor
Britain & Ireland, the Royal
Opera House, and the BBC,
and was the first woman and
person of colour on the Board
of the Football Association in
150 years.
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
A
N
R
Dame Heather
Rabbatts
Independent
Non-Executive Director
Appointed: 14 April 2025
A
N
R
Maya Abu-Deeb
Group General Counsel and
Company Secretary
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Chair of Committee
Executive Director
Non-Executive Director
KEY
Stock code: BMY
Annual Report and Accounts 2025
95
Governance
Maya’s biographical details
are set out on page 95 of this
Annual Report.
Maya Abu-Deeb
Group General Counsel
and Company Secretary
Nigel’s biographical details
are set out on page 94 of this
Annual Report.
Penny’s biographical details
are set out in page 94 of this
Annual Report.
Ian Hudson joined Bloomsbury
in January 2021 as Managing
Director of the Consumer
Division, which includes the Adult,
Children’s and Sarah J. Maas
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
was a member of the Supervisory
Board of global media group
Bertelsmann, a member of the
Global Executive Committee
of Penguin Random House and
Global CEO of Dorling Kindersley
Publishing.
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 is a former President of
the UK Publishers Association
and currently a Non-Executive
Director of Which?
Jenny Ridout is Managing
Director of Bloomsbury’s
Academic, Professional, and
Specialist Publishing which
includes Bloomsbury Digital
Resources. She is Executive
Group Sponsor for Artificial
Intelligence and a member of
the Publishers Association AI
Taskforce. She is also a Board
Trustee for Yale University Press
London.
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
(RELX), where she was the
global Publishing Director
for the specialist trade and
professional media imprint,
Focal Press.
Jenny is a member of the
Industry Advisory Board for the
publishing course at Oxford
Brookes University.
Nigel Newton CBE
Founder and
Chief Executive
Penny Scott-Bayfield
Group Finance
Director
Ian Hudson
Managing Director,
Consumer Division
Jenny Ridout
Managing Director,
Non-Consumer Division
www.bloomsbury.com
96
Bloomsbury Publishing Plc
Executive Committee
Kathleen Farrar is Managing
Director of Group Sales and
Marketing across Bloomsbury’s
global divisions and territories.
She has over 25 years’
experience working across
lead brands for Bloomsbury
including the Harry Potter
series and Sarah J. Maas
titles. Kathleen has previously
held Executive Committee
sponsor roles, most recently for
Sustainability.
Kathleen joined Bloomsbury
in December 1998 as
International Sales Manager
and quickly rose to be
the youngest member of
Bloomsbury’s Executive Team.
She began her publishing
career working in leading
independent bookstores
in Sydney, Australia before
moving to Allen & Unwin
as Sales and Promotions
Manager. She has held a
number of senior sales and
marketing roles at Bloomsbury
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,
operations and marketing for
the four Bloomsbury Divisions,
across print and digital. In 2019
Kathleen set up the Audio
Division at Bloomsbury leading
significant digital audio growth
for the Company.
Sabrina McCarthy is President
of Bloomsbury Publishing
USA and joined Bloomsbury
in April 2024 from Ingram
Publisher Services where she
was Vice President and General
Manager leading domestic
and international sales, digital
strategy, client services, and
the business operations
team. She brings a wealth
of experience of trade and
academic publishing to her
new role.
Sabrina began her career
as the fifth employee of the
Perseus Books Group where
she went on to become
the President of Perseus
Distribution client services and
then the Senior Vice President
of Sales overseeing sales and
inventory planning. Sabrina
was featured in Publisher’s
Weekly’s “50 under 40” Rising
Star highlights in 2008. She
holds an MBA from New York
University’s Stern School of
Business and was recently
appointed to the Board of
Directors for the Association of
American Publishers.
Kathleen Farrar
Managing Director, Group
Sales and Marketing
Karl Burnett
Group Director of People
and Engagement
Sabrina McCarthy
President, Bloomsbury
Publishing USA
Karl previously worked at
Hearst Networks EMEA, where
he was Senior Vice President
of Human Resources EMEA.
Over eight years he oversaw
huge cultural change for
the Company’s 300+ staff,
articulating Hearst Networks
EMEA future direction and
purpose. Through extensive
consultation with employees,
Karl 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. In 2022,
the company achieved the
prestigious accolade of Great
Place to Work certification.
Before joining Hearst 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.
Stephen joined Bloomsbury
on 1 October 2023 as
Bloomsbury’s Group Production
Director. Stephen is passionate
about books having produced
them for 42 years. He delights
in the operational and
commercial challenges of
doing so, domestically and
globally, against a backdrop of
constant technological change
and development.
Prior to joining Bloomsbury,
Stephen was Group Publishing
Operations Director and
Executive Committee member
of Penguin Random House UK,
an organisation that he was
with, in its various forms, for
37 years. He was responsible
for a divisionally focused
central operational department
of 90+ encompassing print
and ebook production and
inventory management and
oversaw a global supply chain.
He was also production advisor
and negotiator for the PRH
companies in India, Australia
and South Africa.
Over the years, Stephen
initiated the first print-on-
demand (POD) programme
for consumer publishing,
introduced “just-in-time”
printing to reduce inventory
and stock write-offs, headed
the development of the Biblio
publishing management
system which is now the most
used software in the industry,
successfully influenced paper
suppliers and printers to
manufacture one million books
free for World Book Day, and
led Random House to become
the first publishing house
to gain Forest Stewardship
Council (FSC) Certification.
Stephen Esson
Group Production Director
Stock code: BMY
Annual Report and Accounts 2025
97
Governance
Corporate Governance Framework
Board
The Board provides leadership and governance for the Company, generating value for Shareholders and contributing to wider society.
It establishes Bloomsbury’s purpose, values and strategy. It oversees the execution of the strategy, including the strategy for reducing
the environmental impact of Bloomsbury’s business and addressing climate risk, along with the overall management, control and
performance of business in order to promote the long-term sustainable success of the Group. The Board is involved in ensuring that
the Company’s strategy reflects the Company’s values, and monitors organisational culture to ensure that these values are driving the
appropriate behaviour, and that the desired culture is embedded. 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. These are set out in the
Schedule of Matters Reserved to the Board and Committee Terms of Reference, and 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, including the
work of the Internal Auditor;
• Oversees risk management;
• Reviews the External Auditor’s
independence and leads the audit
tender process; and
• Reviews the effectiveness of the
external audit process.
Nomination
Committee
• Reviews the structure, size and
composition of the Board;
• Considers the Board’s existing skills and
experience;
• Considers the appointment of new
Directors and oversees succession
planning;
• Recommends to the Board:
– suitable candidates for the role of
Senior Independent Director and for
Committee membership;
– whether to reappoint Non-Executive
Directors after the conclusion of their
specified term in office; and
– whether existing Directors should
stand for annual re-election at
the AGM.
• Oversees policy and strategy regarding
workforce diversity and inclusion; and
• Oversees Director induction,
monitoring conflicts, time
commitments, training and evaluation
of Board members.
Remuneration
Committee
• Determines the remuneration
and benefits of Executive
Directors and the Chairman,
including setting the
Remuneration Policy,
shareholding requirements
and, where appropriate, the
operation of any scale and
clawback of remuneration
outcomes;
• Monitors the remuneration of
senior managers;
• Oversees workforce pay
and benefit practices and
policies; and
• Approves the targets and
design of performance-related
remuneration schemes and
share incentive plans and
whether each year, such awards
will be made.
Chief Executive
• Responsible for the day-to-day management of the
Group; and
• 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.
www.bloomsbury.com
98
Bloomsbury Publishing Plc
Governance at a glance
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 2025.
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 16 to 17 and 35 to 56 of this Annual Report).
This section of the Annual Report contains the remaining matters
which the Directors are required to report on each year, which
do not appear elsewhere in the Annual Report. Additional
information incorporated into this section by reference −
including information required under the Companies Act 2006
and LR 6.6.1.R − can be found in the following sections:
Information
Section in the
Annual Report Page
Future developments
of the Company
Strategic Report 02 to 05,
11 to 14
and 18 to 19
Principal risks and risk
management
Strategic Report 81 to 90
Use of financial instruments,
financial risk management
objectives and policies
Financial
Statements
186 to 190
Environmental matters
and TCFD reporting
Strategic Report 57 to 80
Greenhouse gas emissions Strategic Report 75 to 80
Viability statement Strategic Report 90
Governance
arrangements
Corporate
Governance Report
92 to 141
Directors Corporate
Governance Report
94 to 95
Employment policies and
employee engagement
Strategic Report 46 to 49
Diversity and Inclusion Strategic Report 50 to 53
Stakeholder engagement Strategic Report 37 to 45
S172 statement 35
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 30 to 34 of this Annual Report set 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 £25.4 million (2024: £32.3 million).
Material post-balance sheet events
There are no material post-balance sheet events
Dividend
The Directors recommend a final dividend of 11.54 pence
per share. The dividend will be payable on 22 August 2025 to
Shareholders on the register on the record date of 25 July 2025.
The dividends paid and proposed by the Company for the years
ended 28 February 2025 and 29 February 2024 are as follows:
Dividend
Dividend
per share
Total
dividend
Record
date
Paid/payable
date
2025 Final
(proposed)
11.54p £9.40m 25 July 2025 22 August
2025
2025 Interim 3.89p £3.17m 1 November
2024
29 November
2024
Total 15.43p £12.57m
2024 Final 10.99p £8.95m 26 July 2024 23 August
2024
2024 Interim 3.7p £3.01m 3 November
2023
1 December
2023
Total 14.69p £11.96m
Stock code: BMY
Annual Report and Accounts 2025
99
Governance
Directors’ Report
Directors
The names of the Directors as at the date of this Annual Report,
together with biographical details, are on pages 94 to 95 of
this Annual Report. The Directors serving on the Board of the
Company during the year were as follows:
Non-Executive Chairman: Sir Richard Lambert (up to
16 July 2024). John Bason served
as Chairman from the close of the
2024 AGM on 16 July 2024.
Independent Non-Executive
Directors: Leslie-Ann Reed
Baroness Lola Young
John Bason (Chairman from
16 July 2024)
Executive Directors: Nigel Newton
Penny Scott-Bayfield
There were no appointments to the Board during the year. Sir
Richard Lambert resigned at the conclusion of the 2024 AGM.
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 127 to 128. 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 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.
All Directors continuing in office stand for annual re-election as
required under the 2018 and the 2024 UK Corporate Governance
Code. Accordingly, the Chairman, on behalf of the Board,
confirms that each Director proposed for election or re-election
at the 2025 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, through its Shareholders, may remove a Director
from office by passing an ordinary resolution at a General
Meeting.
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
The Company’s Articles permit it to indemnify the Directors to the
extent permitted by law in respect of liabilities incurred as a result
of their office, and the Company has entered into a deed poll of
indemnity for the benefit of the Officers of the Company from
time to time. This indemnity applies only to the extent permitted
by law and the Company’s Articles. The Company purchases and
maintains Directors’ and Officers’ insurance cover against certain
legal liabilities and the costs of claims connected with any act or
omission by Directors and officers in the execution of 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.
They 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.
Charitable and political donations
No political donations were made by the Group during the
current or previous year. Information about the charitable
donations made by the Company during the year is set out on
pages 54 to 55 of this Annual Report.
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 21.
Share movements during the year are, therefore, as follows:
Fully paid Ordinary
shares in issue
As at 1 March 2024 81,608,672
Movement during the year –
As at 28 February 2025 81,608,672
www.bloomsbury.com
100
Bloomsbury Publishing Plc
Directors’ Report
continued
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
The rules of the Bloomsbury Publishing Plc Executive Share Plan,
approved by Shareholders at the Company’s 2023 AGM (the
“2023 PSP”) and the 2014 Performance Share Plan (“2014 PSP”)
scheme 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 two employee Sharesave
plans (the 2014 Bloomsbury Publishing Plc Sharesave Plan and
the Bloomsbury Publishing Plc 2023 Sharesave Plan which was
approved by Shareholders at the Company’s 2023 AGM (the
“2014 and 2023 Sharesave Plans”)), 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.
The Bloomsbury Employee Benefit Trust may purchase shares
in the market to be used for satisfying vested PSP awards under
the 2023 and the 2014 PSPs and other employee share options
granted under the 2014 and 2023 Sharesave Plans. Further details
are given below.
Authorities to purchase shares, to allot
shares and pre-emption rights
The Notice of the 2025 Annual General Meeting and explanatory
foreword set 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 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 2024 170,817
Shares purchased 539,396
Shares released to satisfy share awards 497,278
As at 28 February 2025 212,935
Up to the signing of this Report, the EBT held 205,648 Ordinary
shares of 1.25 pence in the Company, being 0.26% 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 2024
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 21 May 2025 (excluding treasury
shares).
Stock code: BMY
Annual Report and Accounts 2025
101
Governance
Substantial shareholdings
As at 28 February 2025, 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
shares
1
Aberdeen Group plc 4.19 5.13%
BlackRock Inc 7.97 9.76%
Canaccord Genuity Group Inc. 8.16 10.00%
JPMorgan Asset Management
(UK) Limited 4.79 5.00%
Montanaro Asset Management
Limited 3.25 4.30%
Premier Miton Group Plc 3.97 4.87%
1
Based on 81,608,672 issued shares.
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).
The information in the table above was correct at the date of
notification to the Company.
Between 28 February 2025 and 9 May 2025 (being the latest
practicable date before the publication of this Report), the
Company has not received any further notifications under DTR 5.
Change of control provisions in significant
agreements
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.
The Company entered into a long-term agreement with Hachette
UK Distribution Limited (“Hachette”) in respect of the provision of
logistics fulfilment services from April 2025 (primarily in relation to
the distribution of printed products) which, under its terms, may
be terminated upon notice in the event of a change of control in
respect of either party to the agreement. The Group’s revolving
credit facility described at Note 24 contains provisions which
permit the lender to terminate the facility in the event of a change
of control of the Company.
The Company’s share incentive schemes (see Note 22 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.
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, together with sections incorporated into it
by reference, 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 Principal Risks 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;
www.bloomsbury.com
102
Bloomsbury Publishing Plc
Directors’ Report
continued
• State whether they have been prepared in accordance with
applicable accounting standards in conformity with the
requirements of the Companies Act 2006;
• Assess the Group and Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
• Use the going concern basis of accounting unless they either
intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy, at any time,
the financial position of the Company and enable them to ensure
that its financial statements comply with the Companies Act 2006.
They are responsible for such internal control as they determine
is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or
error, and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that 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
4.1.15R, the financial statements will form part of the Annual
Report prepared using the single electronic reporting format
under the TD ESEF Regulation. The External Auditor’s report on
these financial statements provides no assurance over the ESEF
format.
Safe harbour
Under the Companies Act 2006, a safe harbour limits the liability
of Directors in respect of statements in and omissions from the
Strategic Report and the Directors’ Report. Pages 01 to 213 of
the Annual Report, and the front and back covers to the Annual
Report, are included within the Directors’ Report by reference and
so are included within the safe harbour.
Responsibility statement of the Directors
in respect of the Annual Financial Report
Each of the Directors, whose names and functions are set out on
pages 94 to 95 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 include a fair review
of the development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Group’s position and
performance, business model and strategy.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
The Strategic Report and Directors’ Report were approved by the
Board on 21 May 2025.
On behalf of the Board
Nigel Newton
Chief Executive
Penny Scott-Bayfield
Group Finance Director
Stock code: BMY
Annual Report and Accounts 2025
103
Governance
Governance structure and Board
effectiveness
Role of the Board
The Board is responsible for the overall leadership of the Group.
It therefore determines and oversees the execution and delivery
of strategy, and is responsible for the overall management,
control and performance of 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,
including understanding how the right values and culture are
embedded. The Board’s work during the year is set out on page
107 and shows the usual schedule of business as well as updates
on specific topics.
Board oversight of culture and values
The Company’s core values, as set out on page 47 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 plays an important role in promoting a
positive culture within the Company. It 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 Group
Director of People and Engagement on employee matters
including key themes and issues arising out of the Company’s
programme of Employee Voice Meetings. This includes the
detailed notes of these meetings. The meetings are intended
to allow employees in the UK and abroad to voice matters of
concern along with suggestions for improvements. Further
information on the Company’s Employee Voice Programme is set
out on page 46 of this Annual Report.
Other ways in which the Board monitors culture include reviewing
the results of employee surveys, monitoring staff turnover levels,
the outcome of any whistleblowing reports, and reports on
training and development opportunities offered to staff.
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 37 to 43 of this Annual Report.
The Board allocates time at each Board meeting to consider
stakeholder interests and how these have been taken into
account in respect of the matters discussed. The Board is
responsible for ensuring a satisfactory dialogue with Shareholders
based on the mutual understanding of objectives. In addition,
Shareholders are kept updated through annual and half-year
results, trading updates and other performance and news items
via the Regulatory New Service.
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 particular 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 2025.
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 is committed to good governance and recognises the
important role it plays in supporting the Group’s long-term success
and sustainability and serving the interests of Shareholders and other
key stakeholders.
www.bloomsbury.com
104
Bloomsbury Publishing Plc
Corporate Governance Report
The key responsibilities of the Board include:
• Reviewing and setting long-term objectives and
commercial strategy, including substantive strategies
for reducing the environmental impact of Bloomsbury’s
business and addressing climate risk;
• Developing and monitoring the Company’s values 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;
• Approval of the Group’s risk appetite statement in
respect of the nature and extent of the principal risks
that the Company is willing to take to achieve its long-
term strategic objectives;
• 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;
• Approving various major Group policies, such as the
Whistleblower Policy, Share Dealing Code and Health
and Safety policies;
• Approving the operation of the employee Save As You
Earn share plan.
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 has 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 they comply with the Code and other legal and
regulatory requirements, and reflect 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 98 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 94 to 95 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 principles of the Code during the year:
Chapters of the Code Page
Board leadership and Company purpose 09, 104 to 110
Division of responsibilities 106
Composition, succession and evaluation 109, 111 to 115
Audit, risk and internal control 81 to 90, 116 to 120
Remuneration 121 to 141
Stock code: BMY
Annual Report and Accounts 2025
105
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 values and desired 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, IT 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
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.
www.bloomsbury.com
106
Bloomsbury Publishing Plc
Corporate Governance Report
continued
Activities of the Board during the year
The following key matters are standing agenda items at every
Board meeting:
• Declarations of any potential conflicts of interest and or
significant additional time commitments pertaining to
Directors;
• Updates from the Audit, Nomination and Remuneration
Committee Chairs;
• Report from the Chief Executive;
• Report from the Group Director of People and Engagement on
HR initiatives and outcomes of Employee Voice Meetings;
• Report from the Group Finance Director;
• Consideration of how stakeholder interests and Section
172 considerations have been taken into account in Board
discussions and decision-making at that meeting.
In addition, most meetings also include an ESG update and a
Corporate Governance report.
Other key areas of focus for the Board during the year were:
• Discussion of strategy and review of progress against agreed
financial and strategic objectives and internal and external
forecasts;
• The acquisition of Rowman & Littlefield’s academic publishing
business and the subsequent integration of this business into
the Group’s operations;
• Approval of major projects in areas such as the implementation
of new IT systems and a major tender in respect of the
Company’s UK print supply arrangements;
• Progress on the transition from Macmillan Distribution Limited
to Hachette UK Distribution Limited as the Group’s UK print
distributors;
• Considerations around author advances and related Board
approval levels;
• 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, approval of a new Health and
Safety policy and general staff wellbeing;
• Review and consideration of the Company’s principal and
emerging risks and related control and mitigations;
• 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, noting the recommendations of proxy
agencies as to voting recommendations;
• Investor feedback from Executive Director meetings with
Shareholders;
• Approval of the interim and final dividends, including a
rebalancing of the amounts between the interim and final
dividends each year;
• Reports by Executive Directors on strategic and operational
matters;
• Review of progress on IT projects;
• Review and approval of the 2024 Sharesave grant;
• Review of the Group Treasury policy and approval of banking
matters;
• Review of the Group’s tax strategy;
• Review and approval of the Gender Pay Gap Report and the
Modern Slavery and Human Trafficking Statement;
• 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 Company’s key stakeholders and their
interests, review of stakeholder engagement and in-depth
focus on key stakeholder groups;
• Review of other corporate governance matters, including
forthcoming changes under the 2024 Corporate
Governance Code;
• Review of the Group’s whistleblowing procedures, including the
appointment of an external support service;
• An internal evaluation of the Board’s own effectiveness,
conducted by the Chairman.
In addition to its regular meetings throughout the year, each year
the Board holds a two-day Strategy meeting with members of
the Company’s Executive Committee and other key operational
employees. During this meeting, the Board undertakes an in-
depth review of key areas of the Company’s business, considers
the opportunities available to the Company and the challenges it
may face, and sets the strategic direction of the Company. It also
takes the opportunity to broaden its knowledge with seminars on
topics of current interest and hear the reflections of authors on
books they have written for Bloomsbury to publish.
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 were reported during the year.
Nevertheless, the Board considered that it would be appropriate
to engage the services of an external whistleblowing monitoring
service and approved an amended policy to allow for this. During
the year this external service was put in place and tested and was
effective from May 2025.
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 relevant matter is
Stock code: BMY
Annual Report and Accounts 2025
107
Governance
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 has 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 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 2025.
During the year, there were nine scheduled Board meetings. In
addition, the Directors convened for a two-day Board Strategy
meeting. Executive Directors may also have attended 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
John Bason
1
A
N
R
4/4 2/2 2/2 3/3
Sir Richard Lambert
2
N
R
5/5 2/2 – 2/2
Executive Directors
Nigel Newton
N
9/9 – – 5/5
Penny Scott-Bayfield 9/9 – – –
Non-Executive Directors
John Bason
A
N
R
5/5 2/2 2/2 2/2
Leslie-Ann Reed
A
N
R
9/9 4/4 4/4 5/5
Baroness Lola Young of Hornsey
3
A
N
R
9/9 2/2 1/1 4/5
1
John Bason became Chairman of the Board on 16 July 2024 at the
conclusion of the 2024 AGM. His attendance at meetings after he became
Board Chairman are shown on this line.
2
Sir Richard Lambert retired as a Director and as Chairman of the Board
on 16 July 2024 at the conclusion of the 2024 AGM. His attendance at
meetings is shown for all those meetings he could have attended while
a Director. In addition, while not a member, he attended meetings of the
Audit Committee during the year.
3
Baroness Lola Young joined the Remuneration Committee on 16 July 2024
at the conclusion of the 2024 AGM and the Audit Committee on
23 October 2024. The above table shows those meetings she could have
attended in the year. She was unable to make one Nomination Committee
meeting.
Committee member:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
www.bloomsbury.com
108
Bloomsbury Publishing Plc
Corporate Governance Report
continued
Board and Committee evaluation for
2024/2025
The Board
The Board conducts an annual formal evaluation of its
performance. For 2024/2025, the evaluation was conducted
internally and took place towards the end of the financial year.
The Deputy Company Secretary sent out questionnaires to each
Director. These asked a range of questions on the performance
of the Board, it’s Committees and the Chairman, whether the
members worked well together, the support received from the
Company Secretary, the prioritisation of matters discussed by
the Board, the understanding of the principal risks faced by the
Group and the effectiveness of the Group’s risk management
framework, and the degree of engagement with senior
management and the wider workforce. There was an opportunity
to comment and to raise additional matters. The anonymised
summary of the findings was used to support one-to-one
meetings between the Chairman and each Director.
There was a high degree of consensus among Board members
who were positive about all areas of the Board and Committees’
performance. Areas highlighted for future focus included ongoing
briefings to the Directors in respect of market factors and trends
affecting the Group, and additional focus on understanding the
interests and priorities of specific stakeholder groups.
The outcome of the evaluation was fed back into the Board
agenda planning process by the Company Secretary and
into opportunities to improve the Board knowledge and
understanding of recent developments in environmental
regulation and to further develop Board training in matters such
as Artificial Intelligence.
Board Committees
Board Committees are evaluated annually as required by their
terms of reference. For 2024/2025, the Chairs of the Committees
agreed that the evaluations should form part of the wider Board
evaluation led by the Board Chairman as described above.
The Committee evaluations were positive, with it being noted
in respect of the Audit Committee that the resourcing of the
Internal Audit function was under review, in connection with the
requirements of Provision 29 of the 2024 Code.
The Chairman
John Bason joined the Board in April 2022 as a Non-
Executive Director and was considered independent upon
his appointment. He became Chairman of the Board in July
2024, at the close of the Company’s 2024 AGM. Leslie-Ann
Reed, as the Senior Independent Director, led the review of the
Chairman’s performance for 2024/2025, and met with the other
Non-Executive Director in order to appraise the Chairman’s
performance. The outcome was fed back to the Chairman within
the overall Board evaluation process The Directors all agreed that
the Chairman demonstrated strong business acumen and ethical
values, focused on the right topics and led the Board in a highly
effective manner.
Directors
The Board believes that, following the results of the external
Board evaluation, each of the Directors continues to be an
effective Director.
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 developments during meetings. For
the Board, these included briefings on TCFD and sustainability
matters, a new environmental policy, ESG challenges in the supply
chain and governance changes introduced by the 2024 Code.
The Audit Committee received updates on the FRC’s annual
Corporate Reporting Reviews, new Accounting Standards and
amendments coming into force and a review of the changes to
the 2024 Code; the Remuneration Committee was updated on
shareholder and proxy agencies responses to reward packages
for directors of listed companies, including emerging trends on
remuneration policy renewals. The annual Board Retreat allowed
members to consider such topics as the future for fantasy fiction
and achieving operational excellence while hearing from a
selection of Bloomsbury’s leading authors.
Stock code: BMY
Annual Report and Accounts 2025
109
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. Bloomsbury appointed a Head of
Investor Relations, Tamsin Garrity, in 2024 to support the Chief
Executive and Group Finance Director on investor relations
matters. 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 the Head
of Investor Relations, the individual Directors who attend the
presentations and the Company’s corporate broker or public
relations representative in respect of their discussions with
Shareholders and City analysts.
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. Meetings with Institutional Shareholders and City
analysts are held in-person and virtually.
AGM
All Shareholders are welcome at the AGM, which includes
presentations on the business and an opportunity to ask
questions. It provides an opportunity for them to meet with the
Board and raise matters of interest. The Chairs of the Audit,
Remuneration and Nomination Committees attend and are
available to answer questions.
www.bloomsbury.com
110
Bloomsbury Publishing Plc
Corporate Governance Report
continued
Dear Shareholder,
I am pleased to present my report to you as Chair of the
Nomination Committee. This report details the role of the
Nomination Committee at Bloomsbury and the important work it
has undertaken during the year ended 28 February 2025.
Composition of the Committee
The Committee is comprised of myself as Chairman of the
Board and Chair of the Committee, all three Independent
Non-Executive Directors (Dame Heather Rabbatts having been
appointed to the Board on 14 April 2025) and the Chief Executive.
I was considered independent on my appointment as Chairman
to the Board and to the Committee, at the close of Bloomsbury’s
AGM on 16 July 2024. The following served on the Committee
throughout the year:
Sir Richard Lambert (former Chair) up to 16 July 2024
Nigel Newton
John Bason (Chair from 16 July 2024)
Leslie-Ann Reed
Baroness Lola Young
The Committee met five times during 2024/2025. The attendance
record of its members can be found on page 108 of this Annual
Report.
Role and responsibilities
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.
The main role of the Committee is to assist the Board
by leading the process for appointments to Board roles,
ensuring that the Board has the broad mix of skills and
experience required to provide strategic guidance and
positive challenge to the Company’s leadership team. In
its oversight of the Company’s Belonging at Bloomsbury
initiatives, the Committee also plays an important role in
supporting a culture of inclusivity at the Company and
promoting the development of a diverse succession pipeline.
The Committee’s responsibilities include:
• Reviewing the size, structure and composition of the Board
and making recommendations for changes to the Board
where deemed necessary;
• Regularly monitoring and assessing the skills, knowledge,
and experience of the Board, taking into account the
Company’s strategic priorities and the main trends and
factors relevant to achieving these;
• Considering the outcome of the Board performance
evaluations, including reviewing the composition of the
Board and its Committees 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 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;
• Overseeing, and monitoring the impact of, the Company’s
diversity and inclusion policies and strategies, including the
Board Diversity Policy;
• 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.
Stock code: BMY
Annual Report and Accounts 2025
111
Governance
Nomination Committee Report
John Bason - Chair of the Nomination Committee
Activities of the Committee during the
year
The Committee’s key areas of focus during the year are set
out below:
• Reviewing the size and composition of the Board and the
membership of its Committees to ensure the appropriate
balance of skills, experience and perspectives required to
support the achievement of the Company’s objectives is
maintained and corporate governance requirements observed;
• Recommending to the Board the reappointments of Leslie-Ann
Reed and Baroness Lola Young at the conclusion of their terms
of office;
• Recommending to the Board that Baroness Lola Young be
appointed to the Remuneration and Audit Committees;
• Recommending the Directors (Executive and Non-Executive) to
the Board for re-election at the 2024 AGM;
• Succession planning for the Board and senior management
including oversight of the succession pipeline. Sir Richard
Lambert stood down as a Director and as Chairman of the
Board at the conclusion of the 2024 AGM. During the year,
the Committee led the process of reviewing, interviewing and
selecting a candidate to be a new Non-Executive Director on
the Board. In addition, it was kept informed on the search and
appointment of senior managers, including the appointment of
a new Managing Director to Bloomsbury Publishing India and
the addition of the Group Production Director to the Executive
Committee;
• Reviewing the time commitments and independence of
Non-Executive Directors and monitoring potential conflicts of
interest;
• Considering the Directors’ training needs, bearing in mind the
FRC Guidance on 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. Details of training undertaken during the year are
given in the Corporate Governance Report;
• Considering the gender balance for direct reports to senior
management;
• Receiving updates at each meeting on the Company’s policies
and initiatives directed at promoting a diverse succession
pipeline;
• Considering the Company’s response to the 2024 Parker
Review and FTSE Women Leaders Surveys;
• Considering the annual review of the Board and the
Committee’s effectiveness, which was conducted by Chair. A
questionnaire was sent to all Directors and was followed up
by one-to-one meetings between the Chair and each Director.
The overall conclusion was that the Board and its Committees
worked well. Further detail on the Board evaluation is given on
page 109;
• Reviewing the Committee’s Terms of Reference and
determining that they continue to be fit for purpose and
effective.
Diversity and Inclusion
The Board recognises the benefits which diversity of experience
and perspectives on the Board, in senior management positions
and throughout the Group can bring in supporting the
achievement of the Group’s strategic priorities and promoting the
Group’s long-term success.
The Board believes that membership of the Board should
include a diverse mix of skills, personal, professional and industry
backgrounds, on the basis that this will improve its decision-
making and better support the leadership team in achieving the
Company’s strategic priorities. The Board considers that diversity
of thought, and the opportunity to draw on different sets of
experiences and skills, adds significant value to Board discussions,
particularly for a globalised business.
The Board notes the recommendations of the FTSE Women
Leaders Review (previously the Hampton-Alexander Review)
to have at least 40% female Board members and those of the
Parker Review to have at least one Board member from a minority
ethnic background. The composition of the Board currently
meets these targets. When considering new appointments to
the Board, the Committee will continue to have regard to such
recommendations, while recognising that succession plans
should be based on the precise requirements of the Board from
time to time and appointments made on merit and objective
criteria as recommended by the Code. The Board Diversity Policy
can be accessed on our website at www.bloomsbury-ir.co.uk/
governance/governance-other.
www.bloomsbury.com
112
Bloomsbury Publishing Plc
Nomination Committee Report
continued
In addition to meeting the recommendations set out in the FTSE Women Leaders Review and the Parker Review, the Board also meets
the target set within the Listing Rules to have at least one senior Board position held by a woman. As required by Listing Rule 6.6.6R, the
Committee confirms that, as at 28 February 2025, the Board met the targets set out under Listing Rule 6.6.6R 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 2 40% 2 3 37.5%
Women 3 60% 2 5 62.5%
Not specified/prefer not to say Nil - - - -
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) 4 80% 4 7 85.7%
Mixed/multiple ethnic groups - 0% - 1 12.5%
Asian/Asian British - 0% - - -
Black/African/Caribbean/Black British 1 20% - - -
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.
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 51. Further information on the
gender balance at different levels of Bloomsbury can be found
in the Company’s Gender Pay Gap Report on its website (www.
bloomsbury-ir.co.uk).
Committee oversight of the Company’s diversity
and inclusion policy and practices
The Board and Executive Committee believe that the promotion
of diversity and inclusion is fundamental to reaching and
attracting the talent necessary for the Company to achieve
its long-term objectives, and that this will lead to better
performance, increased innovation and greater employee
engagement.
The Board and Executive Committee are committed to
promoting a culture of inclusion throughout the Company, and
believe that the environment in which they operate should be one
that respects individuals and their contributions, regardless of
any individual characteristic. The promotion and dissemination of
a diverse range of voices and perspectives from an international
author base to a global audience is central to the Company’s
mission and purpose. The Board and Executive Committee
believe that diversity of experience, in multiple forms, within
the Company’s workforce, and at senior levels of management,
serves this purpose and supports the delivery of the Company’s
strategic objectives. The Board recognises the importance of the
Company’s workforce and its publishing being reflective of the
society in which it operates. The Board has delegated oversight
of the Company’s diversity and inclusion strategies to the
Nomination Committee. The Committee receives regular updates
on such strategies and monitors the impact of related initiatives.
Further information on Belonging and Inclusion at Bloomsbury
can be found on pages 50 to 53 of this Annual Report.
Board balance by experience and skills
Bloomsbury Board members have a wide range of experience
and skills which enables the Board to support the Company’s
leadership team and advance its strategy. A matrix of the Board’s
skills and experience is set out at the bottom of page 115.
The Committee regularly reviews the composition of the Board,
taking into account the composition best positioned to advance
the Group’s strategy for the benefit of all its stakeholders.
Stock code: BMY
Annual Report and Accounts 2025
113
Governance
Board composition
As at 21 May 2025
Non-Executive
Board Tenure
Chairman
Executive Directors
Non-Executive Directors
0−3 years
3−6 years
6−9 years
Board gender diversity Board ethnic diversity
Male: 33%
Female: 67%
Directors from a minority
ethnic background
White
Mixed/multiple
ethnic group
Appointments to the Board
Appointments to the Board are usually selected using
independent search consultants, unless there are exceptional
circumstances where a suitable candidate has been found outside
of this process. Search consultants are requested to prepare
a longlist of high-quality, qualified and diverse candidates.
Consideration will be given to all the knowledge, experience,
skills and backgrounds of each candidate taking into account the
needs of the Board, and diversity characteristics will be taken into
consideration when evaluating these factors. Notwithstanding
this, all appointments will be made on merit with candidates’
suitability considered against objective criteria directed at
ensuring that the composition of the Board will best support the
achievement of the Group’s strategic objectives.
Further information regarding the Board recruitment process is
set out on page 115 of this Annual Report.
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 for
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, are kept under review as part of assessing the overall
effectiveness of 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 range
of Management Development Programmes targeted at line
managers across all departments within the business to support
personal development and career progression. The purpose
of these programmes is to enable individuals to develop the
critical knowledge, skills and behaviours needed in senior
business positions. More information about these Learning and
Development programmes can be found on page 48 of this
Annual Report.
A key programme for 2024/2025 was the development of the
Senior Leadership Team with representation from every area
of the Company’s business. These senior leaders are helping
to shape the future of Bloomsbury and are an essential part
of helping to transform the Company’s people strategy. The
two-day Bloomsbury Leadership Group Conference in January
2024 brought together colleagues from across the globe for
a programme of inspiring speakers and practical workshops,
drawing insights from both within and beyond the publishing
industry.
Board changes
Sir Richard Lambert retired from the Board as Non-Executive
Director at the 2024 AGM, after seven years serving as
its Chairman. At the recommendation of the Nomination
Committee, and subject to re-election at the 2024 AGM, the
Board determined that I was a suitable candidate to succeed
as Chairman. I was appointed to the Board in April 2022, and
was judged independent on appointment. Upon assuming the
Chairmanship of the Board, I gave up my role as Chair of the
Remuneration Committee and Leslie-Ann Reed became Chair
of that Committee. Baroness Lola Young was appointed to the
Remuneration Committee as from the date of the 2024 AGM and
joined the Audit Committee in October 2024.
Prior to the 2024 AGM, the Board had determined that it would
be appropriate to appoint a new Non-Executive Director to
join the Board following Sir Richard Lambert’s retirement and
appointed Mosaic Executive Selection (“Mosaic”) to draw up a
list of candidates for consideration. Mosaic has no connection
with Bloomsbury or its Directors save as a supplier of recruitment
services to the Company.
Following the Board appointment process as set out on page 115,
a long list of candidates was reviewed by the Committee. A short
list of exceptional candidates was selected for interview by all
the Directors, the Company Secretary and the Group Director of
People and Engagement. After due consideration, Dame Heather
Rabbatts was offered the role of Non-Executive Director and
accepted. Upon joining the Board on 14 April 2025, she became
a member of each of the Nomination, Remuneration and Audit
Committees. Dame Heather Rabbatts will stand for election at the
2025 AGM.
www.bloomsbury.com
114
Bloomsbury Publishing Plc
Nomination Committee Report
continued
Pending the appointment of a new Non-Executive Director,
and taking into account the Company’s entry into the FTSE250
index in July 2024 and the associated Code requirement that the
Audit Committee comprise a minimum of three Independent
Non-Executive Directors, I remained a member of the Audit
Committee after I became Chairman of the Board, on an
interim basis only. I stood down from that Committee upon the
appointment of Dame Heather Rabbatts to the Board and to the
Committee.
Election and re-election of Directors
Non-Executive Directors are appointed 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. As noted above, during the year the Committee
considered the independence and time commitment of the Non-
Executive Directors and recommended them and the Executive
Directors, to the Board for re-election at the 2024 AGM.
The Committee has agreed that all Directors standing for election
or re-election at the 2025 AGM continue to be independent
and, having considered the composition of the Board and the
overall balance of knowledge, skills, experience and diversity, that
each such Director continues to make a valuable contribution to
the Board.
The notice periods by the Company of the Directors are set out
on pages 127 and 128 of this Annual Report.
John Bason
Chair of the Nomination Committee
21 May 2025
Board appointment process
The Board appointment process is as follows:
• The Committee reviews a skills matrix, in light of the
Board’s need for a range of skills and experience relevant
to the challenges and opportunities facing the Company
and of any planned departures from the Board. It takes
into account 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.
In exceptional circumstances, the appointment of an
external consultant may not be considered necessary, if a
suitable candidate has been otherwise identified
• A longlist of high quality candidates is drawn up by the
external consultant for consideration by the Directors, who
select a shortlist of candidates for interview
• 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
• The Board has the final decision on appointing a candidate
Experience and skills
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
Stock code: BMY
Annual Report and Accounts 2025
115
Governance
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 2025.
Composition of the Committee
The Committee has been established by the Board, and
comprises three Independent Non-Executive Directors, in line
with the Code’s expectation in respect of the membership of
Audit Committees of companies within the FTSE350 index.
At the start of the 2024/2025 year, the Committee comprised two
Independent Non-Executive Directors, in line with the Code’s
minimum requirement for smaller companies below the FTSE350.
During the year, Bloomsbury joined the FTSE250 index, and
therefore became subject to the Code requirements for FTSE350
companies as from 1 March 2025.
Baroness Lola Young joined the Committee in October 2024.
Dame Heather Rabbatts joined the Committee in April 2025.
At the conclusion of the 2024 AGM, John Bason took on the
position of Board Chairman. As explained in the Nominations
Committee Report on page 115 of this Annual Report, John
nevertheless remained a member of the Committee pending the
appointment of Heather Rabbatts on 14 April 2025, to provide
continuity and in anticipation of the application of the minimum
membership requirements for FTSE 350 companies as from
1 March 2025.
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. Baroness Lola Young and Dame
Heather Rabbatts, the other members of the Committee, both
have experience relevant to the creative industries, and Dame
Heather Rabbatts currently also serves as a member of the Audit
Committee of Associated British Foods plc.
The members of the Committee during the year were as follows:
Member Appointment Date
Leslie-Ann Reed
1
(Committee Chair) 21 July 2021
John Bason
2
1 April 2022
Baroness Lola Young
3
23 October 2024
1
Leslie-Ann Reed was appointed to the Board on 17 July 2019 and
succeeded John Warren as Chair of the Committee on the date above.
2
John Bason stood down from the Committee on 14 April 2025.
3
Baroness Lola Young was appointed to the Board on 1 January 2021.
Biographical details of current Committee members are set out
on pages 94 and 95 of this Annual Report.
Committee meetings
The Committee met four times during 2024/2025. The Committee
members’ attendance can be seen on page 108 of this Annual
Report. In addition to Committee members, Committee meetings
are typically attended by the Board Chair, the Chief Executive,
the Group Finance Director, the External Auditor and the Internal
Auditor. Other attendees from time to time include members of
the Finance team and the Global Head of Technology. There is a
standing item on the agenda for the External Auditor and Internal
Auditor to meet with the Committee alone without management
present, enabling Committee members or Auditors to share any
concerns that they may have.
www.bloomsbury.com
116
Bloomsbury Publishing Plc
Audit Committee Report
Leslie-Ann Reed – Chair of the Audit Committee
Role and responsibilities
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.
The primary role of the Committee is to maintain the
integrity of the Company’s financial reporting and to
ensure an appropriate risk management framework and
internal control procedures are in place. In performing this
role, the Committee’s main responsibilities include:
• Monitoring the integrity of the Company’s financial
reporting, including its annual and half-yearly reports,
preliminary announcements and related formal
statements. Reviewing, and challenging where necessary,
the actions and judgements of management and
reporting to the Board on significant financial reporting
issues contained in those statements, having regard to
matters communicated to it by the External Auditor and
any material accounting judgments or estimates;
• Considering material accounting assumptions and
estimates and any significant judgments or key audit
matters identified during the External Audit;
• Reviewing and advising the Board on the going concern
assessment and the viability statement contained in the
Annual Report;
• Reviewing the statement on the Annual Report, prior
to endorsement by the Board, that taken as a whole
the Annual Report is fair, balanced and understandable
and provides the information necessary to enable
Shareholders to assess the Company’s position,
performance and prospects; this is informed by the
Committee’s work throughout the year, the findings of
the External Auditor, and the processes underlying the
preparation of the Annual Report;
• Monitoring the Company’s risk management framework
and internal controls;
• Reviewing on an annual basis the effectiveness of Internal
Audit, approving Internal Audit projects, considering
the outcome of such projects and agreeing appropriate
action with management to address any identified issues;
• Approving the selection of the External Auditor
and making recommendations to the Board and
Shareholders for the approval of the appointment of the
External Auditor, reviewing and approving the terms of
engagement and remuneration of the External Auditor,
reviewing the performance of the External Auditor and
the effectiveness of the external audit process, and
monitoring the independence and objectivity of the
External Auditor, with due regard to the FRC’s publication
‘Audit Committees and the External Audit: Minimum
Standard’;
• 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 on how the Committee has
discharged its responsibilities, 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. The Chair of the Committee reports to the
Board at each meeting as a standing agenda item.
Key activities of the Committee during the
year
The Committee’s key areas of focus during the year are set
out below:
• Reviewing the External Auditor’s audit findings report in respect
of the 2023/2024 audit, including consideration of the External
Auditor’s findings in respect of the following key audit matters:
returns provisions, recoverability of author advances and the
carrying value of goodwill and parent company investments;
such findings being that provisions were appropriate, that
the recoverability of author advances had been appropriately
assessed and that there had been no impairment in goodwill or
in parent company investments;
• Reviewing the annual and interim financial results and
associated announcements and recommending them to the
Board for approval;
• Considering the analysis supporting the viability statement
and the going concern assessment; considering the potential
impact of the Rowman & Littlefield acquisition and related
financing arrangements in relation to that assessment;
• Considering significant accounting matters, including areas of
significant judgment and estimation, generally and in relation
to the preparation of the Company’s financial statements and
preliminary and interim announcements;
• Considering the accounting and tax treatment of the Rowman
& Littlefield acquisition;
• Reviewing findings from internal audits and proposed actions
arising out of such audits;
• Considering the requirements of Provision 29 of the 2024 Code
and the Company’s roadmap for meeting such requirements,
which will first apply in respect of the Company’s financial year
2026/2027;
• Considering and approving the External Auditor’s audit
strategy for the year including the identification of significant
audit risk areas and the appropriate materiality threshold,
the proposed audit approach in respect of the acquisition
of Rowman & Littlefield in order to test the accuracy of the
acquisition accounting and in respect of matters relating to the
acquisition of the Rowman & Littlefield business, the evaluation
of revenue returns provisions and the recoverability of advances
paid to authors, inventory testing to take into account the
acquisition of Rowman & Littlefield and the transition from
Macmillan Distribution Limited to Hachette UK Distribution
Limited, and revenue recognition testing. The Committee was
kept informed of the planning and progress of the 2023/2024
and 2024/2025 audits during the year, including the timing of
the work and specialist support in areas such as tax;
• Considering updates on changes to International Standards
on Auditing (“ISAs”) and International Financial Reporting
Standards (IFRS) reporting, the FRC’s Annual Review of
Corporate Reporting, the introduction of the 2024 Code,
expectations around corporate governance reporting and ESG
reporting;
• Reviewing findings from internal audits and proposed actions
arising out of such audits (as referred to above), approving
the Internal Audit plan for 2024/2025 and assessing the
effectiveness of the Internal Audit function (these are described
in further detail later in this report);
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Governance
• Assessing the Company’s cybersecurity controls, including
receiving regular updates on the measures taken by the
Company to mitigate against cybersecurity risk and the
arrangements for incident response and business continuity;
• At each meeting, reviewing the Group’s internal controls
policies and associated risk management framework to assess
their scope and effectiveness. 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 81 to 90, which also explains
how each risk is managed and mitigated;
• Reviewing the terms of reference for the Committee;
• Recommending to the Board that Crowe U.K. LLP be put
forward for reappointment as the Company’s External Auditor
at the 2024 AGM.
Financial reporting
The Committee is responsible for reviewing the content and
tone of the Company’s financial statements to ensure their
accuracy and clarity, giving consideration to the requirement
that the Annual Report is fair, balanced and understandable and
provides the information necessary for Shareholders to assess
the Company’s position and performance, business model and
strategy. In performing its responsibilities, the Committee has
regard for the processes used by management in the preparation
of the Annual Report, which include:
• Complying with relevant accounting standards and regulatory
reporting requirements;
• Ensuring that accounting policies and practices are applied;
• Considering material accounting assumptions and estimates,
significant judgments and any key audit matters identified
during the external audit process;
• Reviewing the application and effectiveness of internal financial
controls;
• Ensuring that the Annual Report is drafted by appropriately
qualified colleagues and advisors, including a detailed review
of the Directors’ Remuneration Report by the Company’s
remuneration consultants.
Significant accounting matters considered
In discharging its responsibilities in respect of the 2024/2025
interim financial statements and Annual Report, the Committee
considered the following:
• The adequacy of provisions made in relation to key balance
sheets estimates, specifically including the revenue returns
provision, unearned author advances provision and inventory
provision. Inventory provision in particular needed to
allow for the transition of the Company’s print distribution
arrangements from Macmillan Distribution Limited to Hachette
UK Distribution Limited, and the acquisition of Rowman &
Littlefield. Having reviewed the assumptions made by the
Executive team in these key areas and their consistency year-
on-year, the Committee was satisfied as to the adequacy of the
provisions;
• The valuation of the Rowman & Littlefield acquisition under the
principles and requirements established by IFRS 3;
• The adequacy of sensitivity disclosures in relation to Consumer
Audit, 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 scope of the audit process, noting that the revised ISA
(UK) 600 “Special Considerations – Audits of Group Financial
Statements” introduces a more proactive and risk-based
approach to group audits, impacting on substantive tests and
the controls regime in place;
• The appropriateness of using the going concern basis of
accounting in preparation of the financial statements and the
assessment of the viability of the Company. The Executive team
had prepared a detailed forecast of future cash flows, which
had been mapped 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 143 to 148.
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. It is also required to consider its
performance, objectivity and independence.
Crowe U.K. LLP (“Crowe”) is the Company’s External Auditor, and
was first appointed at Bloomsbury’s 2022 AGM. A resolution to
reappoint Crowe will go before Shareholders at the 2025 AGM.
Matthew Stallabrass has been the Company’s audit partner for
the year to February 2025 and has attended all meetings of the
Committee during the year.
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 External Auditor’s planning report for the conduct of the
External Audit;
• The scope of the External Auditor’s work and whether the
External Auditor deployed sufficient resources including
specialist support to complete their agreed programme;
• The External Auditor’s focus and challenge to management on
key judgements and material risks, and the responses received
from the External Auditor to questions from the Committee;
• The robustness and efficiency of the audit;
• Feedback about the effectiveness of the External Audit process
from management;
• The independence and objectivity of the External Auditor, with
internal checks within Crowe on matters such as any conflict of
interest being advised to the Committee as part of the audit
preparations, and later confirmed in a letter addressed to the
Committee.
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continued
Details of the amounts paid to Crowe are provided in Note 4.
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 in order to review the level of any
non-audit fees relative to audit fees. There is no minimum fees
threshold for non-audit contracts before any such review. 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. No non-audit
services were provided to the Group by Crowe in the year.
Internal controls and risk management
The Audit Committee assists the Board in fulfilling its oversight
responsibilities regarding risk management and internal controls
(including financial controls), and the effectiveness of the Internal
Audit function.
The Board has put in place a risk management framework for
identifying, evaluating and managing the significant risks faced
by the Group. More information about this framework and the
process to identify, evaluate and manage the most significant
risks, and details of the Group’s principal risks can be found on
pages 81 to 90 of this Annual Report. This system has been in
place for the year under review and up to the date of approval of
this Annual Report.
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.
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. The Group’s system of internal controls is designed
to manage material risks by addressing their cause and mitigating
their potential impact. It can only provide reasonable, and not
absolute, assurance against material loss, and recognises that
the cost of control procedures should not exceed their expected
benefits.
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 received reports on the internal
controls and progress in respect of any actions identified as
necessary to improve the system of controls at each meeting
during the 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 reporting externally is reliable, that business
risks are identified and managed, and that compliance with
appropriate legislation and regulation is maintained.
The Audit Committee monitors the scope, development and
performance of cyber security controls. The Company follows
best practice for information and cyber security, with active
management of information and cyber security risks. Our controls
include Advance Endpoint protection, supported by a 24x7
Managed Detection and Response service. Automation is in place
to disable processes and/or isolate endpoints for high critical
threats. During the year the Committee received regular reports
on progress towards the transfer of the Company’s UK print book
distribution arrangements from Macmillan Distribution Limited
to Hachette UK Distribution Limited and the implementation of a
new Royalties system.
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 81
to 90 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: Bloomsbury’s global structure
comprises the worldwide publishing divisions supported by
Group functions (finance, IT, production, sales and marketing,
HR 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 above. 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 them. 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
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Governance
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 register of
delegated authorities 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.
• 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
and Group Finance Director 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. Senior managers and Executive Directors
visit the overseas offices as appropriate.
• Internal Audit: A risk-based audit approach is 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.
The Group’s overall risk management process and systems of
internal control, including material financial, operational and
compliance controls, are reviewed at least annually by the
Committee to ensure they remain effective; where appropriate,
recommendations are made to management to improve the
procedures. During the year, the Committee considered actions
required in respect of the requirements of Provision 29 of the
2024 Code in respect of the Company’s financial year 2026/2027
onwards.
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 key
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 three of the four Audit
Committee meetings in 2024/2025.
During the year, key controls covering the Group’s risk areas
were reviewed by management in consultation with the heads of
relevant business areas. 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 a
review of the processes and financial controls over reporting from
Macmillan Publishing Solutions (MPS) in respect of the distribution
of print books in the USA. Grant Thornton conducted an audit on
this area and the findings were reported to the Audit Committee.
The Committee considered the issues and risks arising from the
audit and approved the recommended actions and timetable for
implementation.
The Committee assessed the effectiveness of the Internal Audit
function during the 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.
Effectiveness of the risk management and
internal controls framework
The Committee confirms it has monitored the Group’s risk
management and internal controls systems and carried out
a review of their effectiveness during the year. Following its
review, the Committee has concluded that the systems of risk
management and internal controls are adequate for the Group,
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 2024/2025 internal Board evaluation, confirmed that
the Committee continued to function effectively.
Leslie-Ann Reed
Chair of the Audit Committee
21 May 2025
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Audit Committee Report
continued
Dear Shareholder,
As Chair of the Remuneration Committee (the “Committee”)
and on behalf of the Board, I am pleased to present my first
Directors’ Remuneration Report (the “Report”) for the year
ended 28 February 2025. I succeeded John Bason following his
appointment as Chairman of the Board on 16 July 2024 and I
would like to thank John for his contribution to the role, and his
ongoing input as a member of the Committee.
This Report includes:
• Part A: The Directors’ Remuneration Policy which was approved
by Shareholders at the 2023 AGM and received over 97% of
votes cast in favour (pages 123 to 128); and
• Part B: The annual report on remuneration (pages 129 to 141)
describing how the Policy has been applied for the year ended
28 February 2025 and how we intend to implement the Policy
for 2025/2026
The Report, excluding the Policy, will be subject to an advisory
Shareholder vote at the 2025 AGM.
Performance and reward for 2024/2025
As outlined in the Chairman’s Statement and the Chief Executive’s
Review, the Group delivered ahead of market expectations,
helped by improved performance in the second half of 2024/2025.
Success in the Consumer Division continues across our portfolio
and the Group’s Digital Resources grew by 2% during the year
despite budgetary pressures in our core academic markets.
Moreover, the completion of the Rowman & Littlefield acquisition,
in May 2024, has driven growth in the Non-Consumer Division by
12%. The delivery of these results and associated cash generation
has enabled us to pay down $7.5m of the $37m debt associated
with the Rowman & Littlefield acquisition ahead of schedule.
Our solid performance during 2024/2025 is evidenced by revenue
growth of 5%, notwithstanding the exceptional nature of our 2024
results and increased market pressures.
The Company’s achievement has been driven by the successful
execution of the Bloomsbury 2030 vision which focuses on our
growth, portfolio, and people. Our authors, customers, consistent
performance, and resilience of our business continues to
underpin the confidence we have in the future. 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 targets. 70% of the bonus
is based on Profit Before Tax and Amortisation (“PBTA”) and 30%
is based on strategic objectives, which includes sustainability.
There is in place a bonus plan which covers all colleagues and
has the benefit of delivering greater alignment in rewards across
the Group.
The Committee set bonus targets to take into account a range of
factors including both internal and external factors. Following the
completion of the R&L acquisition in May 2024, the Committee
reviewed the impact the acquisition had on both the 2024/2025
bonus. The Committee adjusted the bonus targets upwards
to ensure the targets remained appropriate, robust, and that
outcomes would be commensurate with the performance of the
enhanced Group and wider stakeholder experience. The PBTA
achieved in the 2023/2024 financial year was an exceptional
57% ahead of the prior year. The bonus arrangements set for
the 2024/2025 financial year, were designed to be stretching in
the context of forecasts for the year. While 2024/2025 did not
produce the same results as 2023/2024, the profit outcome was
nevertheless 35% higher than the outcome for 2022/2023 and
was ahead of forecasts. While strategic progress was made in
a number of key areas, the outcomes of 20% and 17% out of a
maximum 30% reflect the stretching nature of the targets set.
Overall, the Executive Directors’ annual bonus outcomes were
85.5% and 82.65% of the maximum for Nigel Newton and Penny
Scott-Bayfield respectively. Further details are given on pages
130 to 131.
For the vast majority of colleagues, the bonus plan paid out in
full, reflecting the outstanding performance and contribution
made during the year.
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Governance
Directors’ Remuneration Report
Leslie-Ann Reed- Chair of the Remuneration Committee
Performance Share Plan vesting
The PSP awards granted in 2022 are due to vest on
10 August 2025. These awards were subject to the following
performance measures: EPS (60%), Non-Consumer Operating
Profit (15%), Consumer Operating Profit (15%) and BDR Revenue
(10%). The Group EPS (before highlighted items) of 41.45p
and Consumer Operating Profit of £31.4m both exceeded the
maximum target set in 2022. BDR revenue of £27.0m fell below
the maximum target set, as did Non-Consumer Operating
Profit of £11.4m. Overall, the 2022 PSP Award will vest at 87% of
maximum.
Considering the 17% per annum growth in EPS over the period,
the underlying financial performance, the achievement of the
strategic objectives, and the significant value to our Shareholders
from both dividend and share price growth, the Committee is
satisfied that the strong outcomes under both the bonus and
PSP are a fair reflection of performance during the corresponding
performance period. The Committee also reviewed the
performance achieved taking into account the impact of the R&L
acquisition and the impact on awards is detailed in the main body
of the Remuneration Report. Further detail on the bonus and PSP
outcomes are provided on pages 130 to 131.
Remuneration arrangements for 2025/2026
During the year, the Committee reviewed salary levels for
Executive Directors in the context of the approach for other
employees. The Board approved a Group-wide salary increase of
2.5%, effective 1 March 2025. The salary increases for Executive
Directors were aligned with this approach and were increased by
2.5% with effect from 1 March 2025.
No changes are proposed to the operation of the annual bonus
in 2025/2026. The operation of the PSP awards will be broadly
similar to previous years and we will announce the targets at the
time of grant of the 2025 PSP Awards, following their approval
by the Committee. Further details on the implementation of the
Policy for 2025/2026 are set out on pages 134 to 135
Concluding remarks
The Committee continues to take a measured approach to pay.
We hope that you will find this 2024/2025 Remuneration Report
clear and helpful, and welcome any feedback or questions.
Looking ahead, under the normal three-year renewal cycle the
Remuneration Policy will need to be presented for approval at
the 2026 AGM. The Committee therefore intends to undertake
a review of our current arrangements to ensure that they remain
aligned with the long-term strategic priorities of the Group
and our Shareholders, as well as evolving market practice. The
Committee would seek to suitably engage with major investors
regarding any material changes in our approach to pay during
the year.
Leslie-Ann Reed
Chair of the Remuneration Committee
21 May 2025
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Directors’ Remuneration Report
continued
Part A – Remuneration Policy Report
Introduction
The Directors’ Remuneration Policy is set out in this section. In
determining the Remuneration Policy, the Committee applied 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 Executive Directors with those of the
Shareholders and wider stakeholders; and
• Not pay more than is necessary.
This Policy was approved by Shareholders at the Annual General
Meeting on 18 July 2023, with strong support from 97.07% of
Shareholders. It took effect from 1 March 2023 and was formally
effective immediately after the AGM.
To aid interpretation, updates to the text have been made to
reflect the implementation of the Remuneration Policy. The full
Policy approved by Shareholders is set out in the 2023 Annual
Report and Accounts on pages 146 to 155.
The 2018 UK Corporate Governance Code (the “Code”) sets our
principles against which the Committee should determine the
Policy for Executive Directors. A summary of these principles and
how the current 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 LTIP) pertaining to each Executive Director. These reward
scenarios are set out on pages 125 to 126.
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 LTIP. 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
LTIP metrics are aligned to the main strategic objectives of delivering sustainable profit
growth and Shareholder return.
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Governance
Consideration of Shareholder views
As part of the Policy review, the Remuneration Committee engaged directly with major Shareholders and their representative bodies. All
feedback received during this process was carefully considered by the Committee and resulted in changes to our proposals prior to the
finalisation of the new Policy. In general, the Committee considers any Shareholder feedback received in relation to the remuneration
resolutions tabled at the AGM each year. This feedback, plus any additional feedback received during any Shareholder meetings from
time to time, is considered as part of the Group’s annual review of the Remuneration Policy and its implementation. In addition, 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.
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 tostrategy 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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Directors’ Remuneration Report
continued
Element
Purpose and
link tostrategy 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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125
Governance
Element
Purpose and
link tostrategy Operation Maximum opportunity Performance targets
Long term
incentives:
Performance
Share
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 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 previous 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
2024, vesting was 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.
All-employee
share plans
• To encourage employee
share ownership 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
limitsapply.
• N/A
Notes to the Policy table:
1
A description of how the Company intends to implement this Policy in 2025/2026 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.
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Directors’ Remuneration Report
continued
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; or
• 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.
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 would
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 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 have 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.
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127
Governance
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.
Remuneration Policy for Non-Executive
Directors
The Policy on Non-Executive Director fees is set out below.
Purpose and
link tostrategy
• 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,
including the Group bonus scheme. The Committee is also
responsible for determining the level of bonus outturns for all
those who participate in the Group bonus scheme, including
Executive Directors and managers below Board. 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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Directors’ Remuneration Report
continued
Part B
1 (AUDITED INFORMATION) Single total figure table of remuneration for 2024/2025
Directors’ remuneration for 2024/2025
Details of the remuneration of each of the Directors are as follows:
Year
ended
28/29
February
Basic
salary
or fees
£’000
Benefits
£’000
Annual
bonus
3
£’000
Long-term
incentives
4,5
£’000
Pension
benefits
£’000
Total
£’000
Total
fixed
remuneration
£’000
Total
variable
remuneration
£’000
Executive Directors
Nigel Newton 2025 542 23 557 745 38 1,905 603 1,302
2024 522 26 626 957 37 2,168 585 1,583
Penny Scott-Bayfield 2025 339 2 336 465 24 1,166 365 801
2024 326 2 391 598 23 1,340 351 989
Non-Executive Directors
Sir Richard Lambert
1
2025 65 – – – – 65 65 –
2024 143 – – – – 143 143 –
John Bason
2
2025 131 – – – – 131 131 –
2024 53 – – – – 53 53 –
Leslie-Ann Reed 2025 68 – – – – 68 68 –
2024 53 – – – – 53 53 –
Baroness Lola
Young of Hornsey
2025 54 – – – – 54 54 –
2024 48 – – – – 48 48 –
Total 2025 1,199 25 893 1,210 62 3,389 1,286 2,103
2024 1,145 38 1,017 1,555 60 3,805 1,233 2,572
1
Sir Richard Lambert retired as Chairman of the Board and as a Director of the Company on 16 July 2024. His fees for the year to 28 February 2025 are up to
the date of his retirement.
2
John Bason was appointed as Chairman of the Board on 16 July 2024. As from this date, John’s annual fee, as Chairman, was increased to £171,600.
3
Figures shown for bonus payments relate to performance during the relevant financial year.
4
Figures shown for 2025 relate to PSP Awards granted in 2022 (at a share price of 418p), which will vest following completion of the three-year performance on
10 August 2025. 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 2025 of 689.19p and are inclusive of dividend equivalents. Of these values, £280,664 and £175,308 relate to share price growth over the
performance period for Nigel Newton and Penny Scott-Bayfield, respectively. Vested awards are subject to a further holding period, and therefore the value
of awards will continue to be aligned with the share price over this period.
5
Figures shown for 2024 relate to the PSP Awards granted in 2021 (at a share price of 351p), inclusive of dividend equivalents, which vested following
completion of the three-year performance on 24 August 2024. The value of the award has been restated to reflect the share price on the day of vesting
of 724p. Of these values, £457,424 and £286,951 relate to share price growth over the performance period for Nigel Newton and Penny Scott-Bayfield,
respectively. Awards are subject to a further holding period.
Further details on each element of remuneration are set out under the relevant heading below.
Basic salary
As reported last year, the Executive Directors received an increase in basic salary of 4.0% with effect from 1 March 2024, which was in line
with the salary increases for all employees across the Group. They did not receive any further increases during the year.
The basic salaries from 1 March 2024 were £542,470 and £338,841 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.
Pensions
The Executive Directors pension contributions were 7.0% of salary, in line with the rate for the wider workforce.
Directors may elect to receive a cash alternative in lieu of payments by the Company into their private pension arrangements.
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Annual Report and Accounts 2025
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Governance
Bonus for 2024/2025
The maximum bonus potential for 2024/2025 for Executive Directors was 120% of salary. The bonus is structured so that 25% of the
maximum is awarded at achievement of the adjusted profit before tax 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 are prorated. For the Executive Directors, 70% of the
bonus relates to the profit element, and 30% relates to other strategic objectives.
Profit element
As set out in the Committee Chair’s statement, in May 2024, Bloomsbury completed the acquisition of The Rowman & Littlefield Publishing
Group’s academic publishing business (”R&L”). Accordingly, the Committee increased the target for the profit element of bonus scheme
to take into account the Group’s organic profit plus contribution from R&L (net of loan interest). Therefore, the revised target for adjusted
profit was £39.3 million. No bonus would be payable if this level of performance was not achieved. Outcomes of 75% of maximum required
a revised adjusted profit of £40.5 million, with the maximum award payable for a revised adjusted profit of £42.5 million.
Bloomsbury delivered record revenue for the year ended 28 February 2025, achieving profit before taxation and highlighted items
(“Adjusted Profit”) of £42.1 million. Therefore, 95% of this element of the bonus was earned.
Strategic element
For the year to 28 February 2025, the Committee approved six objectives for the year based on the strategic goals the Board had set, with
different targets for Nigel Newton and for Penny Scott-Bayfield. These are set out below.
Objective Description/Metric Achievement
Achieved
Nigel Newton
Achieved Penny
Scott-Bayfield
Future growth
strategy
Maximise Consumer brand opportunities
by building Bloomsbury’s reputation and
brands for current and future years
Strong progress on marketing and
publicity in respect of key Consumer
brands.
Acquisition of R&L completed in
May 2024; trading and integration
on track
Achieved Great Place to Work
certification
Good progress on key infrastructure
projects, with UK distribution move
to Hachette completed
17%/17% 14%/14%
Grow Bloomsbury Academic and
BDR brands
Achieve 2024/2025 milestones for
Bloomsbury 2030
Consumer
Adult segment
performance
Strategic objectives relating to
performance of Consumer Adult portfolio
Progress in a number of areas, but
stretching goals set at the start of
the year had not been achieved.
0%/8% 0%/8%
Inventory reduction Net finished goods
1
50% earned 5% reduction vs FY24,
full element earned for 10% reduction
vs FY24.
Strategic decision taken mid-year
to increase stock levels in core
areas to partially meet stronger
than expected levels of demand,
therefore target not met
0%/2% 0%/5%
Sustainability Scope 1 and 2 emissions
2
50% earned for reduction to 548 tCO
2
e,
full element earned for reduction to
493 tCO
2
e.
Emissions of 136 tCO
2
e,
including R&L
3%/3% 3%/3%
Total (out of maximum 30%)
3
20% 17%
1
Based on net finished goods stock, on a like-for-like basis, excluding acquisitions and on a constant exchange rate basis.
2
Excluding assets acquired from Rowman & Littlefield. Reduction targets are to market based emissions.
3
Where the profit element is not achieved in full, the outcome under this element is scaled in line with the outcome from the profit element.
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Directors’ Remuneration Report
continued
Based on the above performance, Nigel Newton earned his bonus at 85.5% and Penny Scott-Bayfield at 82.65% of the maximum of 120% of
salary. The Committee believes these outcomes fairly reflect the strong performance of the Group for the year as well as the experience of
Bloomsbury’s Shareholders and employees.
Under the Remuneration Policy approved at the 2023 AGM, a portion of the bonus is deferred into shares when an Executive Director
has not met their shareholding guideline at the time of payment. As at 28 February 2025 both Executive Directors had already met their
shareholding guideline.
Vesting of PSP Awards
The PSP Awards granted on 10 August 2022 (“2022 PSP Award”) are set to vest on 10 August 2025 based on performance in the final
financial year of a three-year period ending 28 February 2025.
The level of vesting for the 2022 PSP Awards is given below and the Committee is satisfied that these outcomes reflect the significant
achievements made over the last three years and are consistent with the experience of Shareholders and employees.
The Committee also considered the impact of the R&L acquisition on performance outcomes. EPS performance for 2024/2025 exceeded
the maximum EPS target even where the impact of R&L was excluded from the assessment. The performance for the Non-Consumer profit
target was between threshold and target. When the original target was set, an element of inorganic growth was part of the strategic plan
and therefore performance was assessed including the contribution of R&L. R&L is not included in the definitions of the Consumer Division
Operating Profit measure or the BDR measure.
The EPS outcome of 41.64p represents 17% per annum growth compared to the EPS outcome in 2021/22. The overall vesting outcome
of 87% of maximum is considered by the Committee to be fully warranted based on the performance achieved and the strategic progress
made over the three year performance period.
Metric Performance condition
0%
vesting
25%
vesting
100%
vesting Actual % Vesting
1
EPS
(60% of awards) EPS (final financial year) 28.7p 30.2p 35.4p 41.45p
60% (out of a
maximum of 60%)
Non-Consumer Division
Operating Profit (15% of awards)
Operating profit (final
financial year) £9.8m £10.9m £14.3m £11.5m
6% (out of a
maximum of 15%)
Consumer Division Operating
Profit (15% of awards)
Operating profit (final
financial year) £18.1m £20.0m £25.8 £31.6m
15% (out of a
maximum of 15%)
BDR
(10% of awards) BDR revenue (final financial year) £22.3m £24.3m £30.3m £26.9m
6% (out of a
maximum of 10%)
Total estimated vesting
of 2022 PSP Awards 87%
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
Where performance is between the targets set out in the table above, vesting will be calculated on a straight-line basis.
Based on the above, values for the 2022 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
Shares
1
Total
Estimated
value £’000
2
Nigel Newton
PSP (Conditional awards)
118,957 15,465 103,492 4,554 108,046 745
Penny Scott-Bayfield 74,303 9,660 64,643 2,844 67,487 465
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 2025 of £6.8919. The actual value of shares received will vary depending
on the share price at the vesting date (i.e. 10 August 2025).
Vested shares will be subject to a two-year holding period to ensure the Executive Directors remain aligned with our Shareholders.
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Annual Report and Accounts 2025
131
Governance
PSP Awards granted during 2024/2025
Details of PSP Awards granted in 2024/2025 under the Bloomsbury Executive Share Plan are as follows:
Executive Scheme Date of grant Date of vest
Basis of
award (% of
base salary)
Face value
1
£’000
Vesting at
threshold
Vesting at
maximum
Performance
period
Nigel Newton
PSP
(Conditional
awards)
7 Aug 2024 7 Aug 2027 120% 651 0% 100%
3 years to
28 February 2027
Penny
Scott-Bayfield 7 Aug 2024 7 Aug 2027 120% 407 0% 100%
1
Face value was determined using a share price of 686p (closing mid-market price of a share on the dealing day before the grant was made).
Performance conditions in respect of the 2024 PSP Award:
The targets for the EPS, Non-Consumer profit, and International Revenue measures were revised and increased during the year to take
account of the R&L acquisition. The Consumer profit target was not impacted by the R&L acquisition and remain unchanged.
Metric Weighting 0% vesting 25% vesting 100% vesting
EPS (before highlighted items) 60% 36.0p 41.5p 58.1p
Non-Consumer Operating Profit 17.5% £14.2 million £16.8 million £24.4 million
Consumer Operating Profit 17.5% £24.6 million £27.2 million £35.1 million
Bloomsbury International Revenue 5% £145.2 million £162.1 million £212.6 million
Where performance is between the points shown in the table, vesting will be pro rata on a straight-line basis. 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”) and the Bloomsbury 2023 Executive Share Plan (“ESP”). The number of 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 conditional shares awarded to the Executive Directors were outstanding during the year:
Date of
PSP/ESP
award
Due date
of exercise/
expiry
Price at
grant date
(pence)
At 1 March
2024
Awarded
during the
year
Exercised
during the
year
Lapsed
during the
year
Share price
on date of
exercise
(pence)
At 28
February
2025
Nigel Newton
24 August
2021
24 August
2024 351.00p 134,918 – 122,775 – – –
10 August
2022
10 August
2025 418.00p 118,957 – – – – 118,957
29 August
2023
29 August
2026 419.00p 149,385 – – – – 149,385
7 August
2024
7 August
2027 686.00p – 94,892 – – – 94,892
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Directors’ Remuneration Report
continued
Date of
PSP/ESP
award
Due date
of exercise/
expiry
Price at
grant date
(pence)
At 1 March
2024
Awarded
during the
year
Exercised
during the
year
Lapsed
during the
year
Share price
on date of
exercise
(pence)
At 28
February
2025
Penny
Scott-Bayfield
24 August
2021
24 August
2024 351.00p 84,273 – 76,688 – – –
10 August
2022
10 August
2025 418.00p 74,303 – – – – 74,303
29 August
2023
29 August
2026 419.00p 93,310 – – – – 93,310
7 August
2024
7 August
2027 686.00p – 59,272 – – – 59,272
Performance measures and targets for the 2024 PSP Award, which were revised upwards because of the R&L acquisition, are detailed on
page 132.
PSP Awards performance targets
Performance measures and targets for the 2022 PSP Award are detailed on page 131.
Performance measures and targets for the 2023 PSP Award are set out below:
Metric Weighting 0% vesting 25% vesting 100% vesting
EPS (before highlighted items) 60% 28.7p 30.2p 41.9p
Non-Consumer Operating Profit 15% £11.4 million £10.9 million £16.7million
Consumer Operating Profit 15% £20.4 million £23.0 million £30.6 million
Bloomsbury Digital Resources (BDR) Revenue 10% £115.9 million £123.6 million £146.5 million
Sharesave options
Bloomsbury operates an HMRC-approved Sharesave scheme in respect of which all UK employees are eligible to participate. There were no
Sharesave options outstanding in respect of either Executive Director at the year-end (2024: nil).
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).
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Governance
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 2025 and the date of this report.
Owned
2
PSP & ESP Awards
Sharesave
options
unvested
Total
28 February
2025
Shareholding
Guideline
achieved
1
%
28 February
2025
29 February
2024 Unvested Vested
Nigel Newton
3
1,628,991 1,558,290 363,234 – – 1,992,225 >200
Penny Scott-Bayfield
4
227,257 184,716 226,885 – - 454,142 >200
Sir Richard Lambert
5
– 10,317 – – – – N/A
John Bason 11,089 10,865 – – – 11,089 N/A
Leslie-Ann Reed 12,139 – – – – 12,139 N/A
Baroness Young – – – – – – N/A
Total 1,879,476 1,764,188 590,119 – – 2,469,595
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 540 pence (determined by the closing price of shares the day after annual results are
announced), and to calculate the actual shareholding of each Executive Director their salary as at 28 February 2025 has been used.
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 2021 PSP Award, Nigel Newton acquired 129,079 shares (comprising 122,775 vested PSP shares and 6,304 dividend equivalent
shares), out of which 53,378 shares were sold to fund the tax liability and administrative fees arising on vesting. He retained the balance of 70,701 shares.
4
In respect of the vesting of the 2021 PSP Award, Penny Scott-Bayfield acquired 80,626 shares (comprising 76,688 vested PSP shares and 3,938 dividend
equivalent shares) out of which 38,085 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting. She
retained a balance of 42,541 shares.
5
Sir Richard Lambert retired as Chairman of the Board and as a Director of the Company on 16 July 2024. 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 2024/2025 and that the pay outcomes
are aligned with the experience of Shareholders, employees, and other stakeholders over the relevant performance period.
Implementation of Remuneration Policy in 2025/2026
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 2025, the Executive Directors received a pay increase of 2.5%, in line with the increase for the general workforce.
Basic salaries for the Executive Directors are as follows:
Executive Director
From 1 March 2025
£’000
Nigel Newton 556
Penny Scott-Bayfield 347
Pension and benefits
In 2025/2026, pension contributions (as a percentage of base salary) for Executive Directors will remain at 7%, in line with the rate for the
wider workforce.
There will be no changes to other benefits.
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Directors’ Remuneration Report
continued
Annual bonus
The maximum annual bonus opportunity for 2025/2026 will be set at 120% of salary. The structure of the bonus scheme will be the same
as for 2024/2025. Where the full bonus pool is not funded, bonuses will be prorated accordingly. The maximum bonus will be measured
against achieving a Group profit target for the majority segment and strategic objectives for a minority segment. Sustainability forms a
key part of the Company’s overall strategy; therefore the strategic element will include targets relating to reduced Scope 1 and Scope 2
emissions across the Group by 2030. When considering annual bonuses outcomes, the Committee looks at both the financial and strategic
performance of the Group over the year and takes into account their affordability. In line with market best practice, the Committee may
adjust targets or outcomes to reflect significant one-off events (e.g. major transactions or material changes to plan assumptions) to ensure
that the bonus continues to operate as intended. 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
PSP Awards will be granted to Executive Directors in 2025/2026 (“2025 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 structure of the 2025 PSP Awards will be broadly similar to prior years The Committee is currently in the process of reviewing targets
for this award to ensure that they remain suitably stretching and aligned with strategic goals.. When setting the targets, the Committee will
take into account internal and external expectations of the three year period to 29 February 2028. Bloomsbury will these targets at the time
of grant of the 2025 PSP Awards, following their approval by the Committee.
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. Under the share plan rules and consistent with normal market practice, the Committee retains the
ability to make adjustments to the targets where appropriate (e.g. to reflect M&A activity) to ensure that they remain aligned with strategic
priorities and are appropriately stretching.
The Remuneration Committee has approved that the Executive Directors may participate in the Company’s Sharesave scheme. Neither
Executive Director participated in the Company’s Sharesave scheme for the year to 28 February 2025.
Non-Executive Directors
The fees received by the Non-Executive Directors and Chairman were reviewed following the 2023 AGM. The review of Non-Executive
Director fees was undertaken by the Board (excluding the Non-Executive Directors), and the review of the Chairman’s fee was undertaken
by the Remuneration Committee. These reviews took into account the increased time commitment for these roles, and the market practice
in other FTSE listed companies of similar size to the Company. As a result of these reviews, the base fee for Non-Executive Directors was
set at £52,000, and the additional fee for chairing a Board Committee was set at £8,000. The Chairman’s fee was set at £165,000. These
changes took effect from 1 October 2023. The Board and the Remuneration Committee further agreed that until the next review, the fees of
the Chairman and Non-Executive Directors would rise in line with any increase in salary agreed for the wider workforce. As disclosed in last
year’s Annual Report, fees were increased by 4% from 1 March 2024. With effect from 1 March 2025, fees have been increased by 2.5% in line
with the increase applied to the general workforce.
The Remuneration Committee confirmed that the present arrangement whereby Chairman of the Board did not receive any additional fee
for chairing the Nomination Committee, would continue.
Current annualised fees are as follows:
Non-Executive Director Position
From
1 March 2025
£’000
John Bason Chairman of the Board, Chair of the Nomination Committee 176
Leslie-Ann Reed
Chair of the Audit Committee, Remuneration Committee and Senior Independent
Director 70
Baroness Young Independent Non-Executive Director 55
Dame Heather Rabbatts
1
Independent Non-Executive Director 55
1
Dame Heather Rabbatts joined the Board on 14 April 2025.
Stock code: BMY
Annual Report and Accounts 2025
135
Governance
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 2015 to 28 February 2025 compared to that
of the FTSE SmallCap Media sector index and the FTSE 250 Media sector. Both indices have been selected as during the year the Company
entered the FTSE 250.
Feb 23
Feb 24
Feb 25
Feb 22
Feb 21
Feb 20
Feb 19
Feb 18
Feb 17
Feb 16Feb 15
Bloomsbury
FTSE SmallCap MediaFTSE 250 Media
0
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:
29 Feb
2016
28 Feb
2017
28 Feb
2018
28 Feb
2019
29 Feb
2020
28 Feb
2021
28 Feb
2022
28 Feb
2023
29 Feb
2024
28 Feb
2025
Total remuneration
(£’000) 547 689 909 951 1,102 1,492 1,948 2,077 2,168 1,905
Annual bonus (%) 0% 42% 88% 92.5% 0% 30% 100% 97% 100% 85.5%
PSP vesting (%) 17% 0% 0% 0% 96% 100% 100% 100% 91% 87%
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Directors’ Remuneration Report
continued
Percentage change in remuneration of Directors and employees
The table below shows the percentage change in the base salary/fees, benefits and annual bonus between the financial years ended 28 or
29 February 2020 against 2021, 2021 against 2022, 2022 against 2023, 2023 against 2024 and 2024 against 2025, 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. In 2023, the
fees for the Chairman and the Non-Executive Directors were reviewed and increased, as discussed above. More details are provided on
page 135.
Average change
2024 and 2025
Average change
2023 and 2024
Average change
2022 and 2023
Average change
2021 and 2022
Salary/
Fees Benefits
7
Bonus
8
Salary/
Fees Benefits
7
Bonus
8
Salary/
Fees Benefits
7
Bonus
8
Salary/
Fees Benefits
7
Bonus
8
Average
employee
1
3% 75% 19% 8% 328% (14)% 2% (33)% (28)% 2% (5)% 67%
Executive Directors
Nigel Newton 4% (12%) (11%) 4% (11)% 29% 5% 3% 2% 2% 7% 240%
Penny Scott-
Bayfield
2
4% 0% (14%) 4% (35)% 29% 5% (13)% 2% 10% 21% 266%
Non-Executive Directors
Sir Richard
Lambert
3
4% n/a n/a 18% n/a n/a 5% n/a n/a 2% n/a n/a
John Bason
4
4% n/a n/a 16% n/a n/a – – – – – –
Leslie-Ann Reed
5
4% n/a n/a 16% n/a n/a 5% n/a n/a 6% n/a n/a
Baroness Young
6
4% n/a n/a 12% n/a n/a 5% n/a n/a (1)% n/a n/a
1
The average employee salary and benefits figures reflect the salary mix impact of leavers and joiners during the financial year. In practice, salaries were
generally increased by 4% across the business in the year. Benefits are based on taxable benefits. Part way through 2024, the Company offered all UK
employees the opportunity to join a medical insurance scheme. This was widely taken up and is reflected in the high increase to benefits for that year. The
further high increase for 2025 is mainly due to this benefit being taken for the whole of the year in question.
2
Details in regard to Penny Scott-Bayfield’s salary increases are provided in the Chair’s Annual Statement on page 109 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
Sir Richard Lambert retired as Chairman of the Board on 16 July 2024. His percentage increase is shown as if he had been Chairman throughout the year in
order to provide a meaningful comparison.
4
John Bason became a Director on 1 April 2022; therefore no year-on-year comparison is possible with prior years. On 20 July 2022, he became Chair of the
Remuneration Committee and was entitled to an additional annual fee for this role. To show a meaningful comparison, he is treated here as if he had become
both a Director and Committee Chair on 1 March 2023. On 16 July 2024, he became the Chairman of the Board and for comparison purposes is shown as if he
had been Chairman throughout the year.
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 for the Chair role. On 16 July 2024, Leslie-Ann Reed became Chair of the Remuneration Committee and was entitled
to a further additional fee as Chair of that Committee. For comparison purposes, she is shown as if she had the same roles throughout the year.
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 insurance premiums. The
introduction of an all employee UK medical insurance scheme has led to reduced premiums for Executive Directors.
8
In 2019/2020, there was no payout of bonuses to Executive Directors. In 2020/2021, the Company introduced a Group-wide bonus scheme.
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Governance
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 129 to
the comparable, full-time equivalent total remuneration of all UK employees whose pay is ranked at the 25th percentile, median and 75th
percentile.
Year Method
1
25th
percentile
pay ratio
2
Median pay
ratio
3
75th
percentile
pay ratio
4
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 65.7 : 1 51.4 : 1 33.5 : 1
2024
5
A 62.1 : 1 48.3 : 1 33.8 : 1
2025 A 55.1 : 1 43.2 : 1 29.6 : 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 25th percentile, median and 75th percentile UK employees were determined based on total remuneration for the year ended
28 February 2025 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 has been excluded when calculating total remuneration for UK employees.
2
The relevant 25th percentile values are £33,400 salary and £34,569 total pay and benefits.
3
The relevant median values are £39,301 salary and £44,055 total pay and benefits.
4
The relevant 75th percentile values are £62,000 salary and £64,325 total pay and benefits.
5
The 2024 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 2021 PSP Award based on the share price at vesting, rather than the estimated share price shown in the
2024 Annual Report.
The Company believes the median pay ratio for the year ended 28 February 2025 is consistent with the pay, reward and progression policies
for the Company’s UK employees taken as a whole.
A greater proportion of the Chief Executive’s and senior management’s 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 and movements in share
price in each year. This can be seen in the changes in pay ratios in recent years.
Consideration of wider workforce
During the year, the Committee was updated on workforce remuneration policies, including the staff bonus arrangements, changes to the
pension scheme, and a review of the pay and benefits available to staff at three different reward tiers against that of the Chief Executive
spread over three years. The Board receives regular updates from the Group Director of Engagement on workforce policies (including pay
policies), and the feedback from Employee Voice meetings, where issues raised include pay and benefits.
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Directors’ Remuneration Report
continued
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
2025
Year ended
29 February
2024
Staff costs (£m) 84.2 74.0
Dividends declared (£m) 12.5 11.9
Retained profits (£m) 10.6 17.4
Voting at the Annual General Meeting
At the Annual General Meeting of 16 July 2024, the Annual Statement by the Chair of the Remuneration Committee and the Annual Report
on Directors’ Remuneration for the financial year ended 29 February 2024 was put to an advisory vote. The voting outcomes were as
follows:
Number
of shares
Percentage
of the vote
Votes cast in favour 55,898,761 95.72%
Votes cast against 2,497,536 4.28%
Total votes cast 58,396,297 100%
Abstentions on voting cards 7,356
The Remuneration Policy was last put to Shareholders at the Annual General Meeting held on 18 July 2023 as an ordinary resolution. The
voting outcomes were as follows:
Number
of shares
Percentage
of the vote
Votes cast in favour 55,661,670 97.07%
Votes cast against 1,682,662 2.93%
Total votes cast 57,344,332 100%
Abstentions on voting cards 423,880
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 John Bason, Sir Richard Lambert, Leslie-Ann Reed and Baroness Lola Young. John Bason was Chair of the
Committee until the close of the Company’s AGM on 16 July 2024, whereupon he became Chairman of the Board of Directors and stood
down as Chair of the Committee but remained a member. Leslie-Ann Reed became Committee Chair at that point. Sir Richard Lambert
retired from the Committee and the Board at the 2024 AGM and Baroness Lola Young joined the Committee immediately after the AGM.
Dame Heather Rabbatts joined the Committee upon becoming a Director on 14 April 2025.
The Committee met four times during 2024/2025. The Committee members’ attendance can be seen on page 108 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.
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Governance
Role and responsibilities
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 Remuneration 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.
• Developing a formal policy for shareholding guidelines
in employment and post-employment shareholding
requirements.
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 29 February 2024, including further
analysis of the CEO Pay Ratio against the breakdown of pay
and benefits for employee over three years.
• 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 2023/2024
• Review and approval of the bonus plan proposal and objectives
for 2024/2025, including how to treat the acquisition of R&L
• Review and approval of performance targets for the 2024 PSP
Award, including how to treat the acquisition of R&L
• Review of the performance outcome of the 2021 PSP Award
vest and payouts to the Executive Directors
• Review of workforce remuneration policies, including changes
to employer pension contributions in the UK
• General updates on shareholder expectations around
remuneration practices
• Review of the Committee’s annual evaluation
• Review and approval of the Committee’s terms of reference
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 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.
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Directors’ Remuneration Report
continued
Advisors to the Committee
In carrying out its responsibilities, the Committee was
independently advised by external advisors. Deloitte LLP was
appointed as the Committee’s external remuneration consultants
in September 2019 following a competitive tender process.
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 £36,550 (excluding VAT).
During the year, Deloitte also provided broader HR consulting
services, share plan advice, including 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.
Leslie-Ann Reed
Chair of the Remuneration Committee
21 May 2025
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Annual Report and Accounts 2025
141
Governance
Independent Auditor’s Report 143
Consolidated Income Statement 149
Consolidated Statement of Comprehensive Income 150
Consolidated Statement of Financial Position 151
Consolidated Statement of Changes in Equity 152
Consolidated Statement of Cash Flows 153
Notes to the Financial Statements 154
Company Statement of Financial Position 194
Company Statement of Changes in Equity 195
Company Statement of Cash Flows 196
Notes to the Company Financial Statements 197
Additional Information
Five Year Financial Summary 211
Company Information 212
Legal Notice 213
Notice of the Annual General Meeting 214
FINANCIALS
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Bloomsbury Publishing Plc
Opinion
We have audited the financial statements of Bloomsbury
Publishing Plc (the “Company”) and its subsidiaries (the “Group”)
for the year ended 28 February 2025 which comprise the
Consolidated income statement, the Consolidated statement
of comprehensive income, the Consolidated and Company
statements of financial position, the Consolidated and Company
statements of changes in equity, the Consolidated and Company
cash flow statements and Notes to the financial statements,
including a summary of material 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
Company’s affairs as at 28 February 2025 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:
• Reviewing projections to assess the cash flow requirements of
the Group over the duration of the viability statement, being
the 36-month period to 29 February 2028;
• Performing tests on the mathematical accuracy of projections;
• Considering how inflation and a potential economic downturn
have been factored into the projections 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
£1.6m based on 5% of the Group’s average profit before tax over
the last three years. Given the significant increase in profit in
prior year, this approach has been taken to ensure a more stable
benchmark for the assessment of materiality. Materiality for the
Company financial statements as a whole was set at £1m based
on 0.75% 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 £1.1m and £0.7m for the
Company.
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 £0.1m. Errors below that threshold would
also be reported to it if, in our opinion as auditor, disclosure was
required on qualitative grounds.
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Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc
Overview of the scope of our audit
The scope of the audit work and the design of the audit tests
undertaken were solely for the purpose of forming an audit
opinion on the consolidated financial statements of the Group
and of the Company. The Group contains four (2024: four)
components: the UK, US, Australia and India. The UK and US
components were subject to audit procedures on the entire
financial information (full scope audit procedures) with specific
procedures performed over significant financial statement line
items in the other two components.
Full scope audit procedures provided coverage of 94% of Group
revenue, 96% of Group profit before tax and 95% of Group total
assets.
All procedures performed were undertaken by the Group audit
team. Specialists were used to assist with the audit of taxation
and impairment 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) we identified, including 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. 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.
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
Acquisition accounting relating to the acquisition of Rowman & Littlefield academic assets (Note 10)
During the year, the Group acquired the academic
assets of Rowman & Littlefield, a US based academic
publishing business. The Group has disclosed net
assets acquired of £36.2m and goodwill on acquisition
of £28.6m.
Under the acquisition method, identifiable assets
and liabilities must be measured at fair value at the
acquisition date, necessitating significant management
estimates and judgments, particularly for intangible
assets. This process involves evaluating the accuracy
and completeness of the purchase price allocation,
identifying and valuing all acquired assets and
assumed liabilities, and recognising any residual
goodwill.
By their nature, the fair values of the acquired assets
have 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:
• Examining acquisition agreements to assess whether the acquisition met
the definition of a business combination under IFRS 3;
• Verifying the legal title of the assets and liabilities acquired;
• Reviewing the methodologies and assumptions used in the purchase price
allocation for accuracy and completeness, including the identification and
valuation of intangible assets such as publishing rights and imprints; and
• Obtaining fair value calculations for acquired assets and assumed liabilities,
and challenging the assumptions used in these calculations, such as
discount rates, growth rates, and market comparable data.
In undertaking these procedures, we used an internal valuations specialist.
We found the estimates and judgements used by management, and the
accuracy and completeness of the acquisition accounting, to be acceptable.
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continued
Key audit matter How the scope of our audit responded to the key audit matter
Sales return liability (Note 18)
The Group will typically make print sales on a sale or
return basis with revenue presented net of estimated
returns. The Group has disclosed the £18.6m (2024:
£18.8m) sales return liability, and sensitivity estimated
in Note 18.
The sales return 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. Changes to the standard
model are applied for specific titles and authors where
management feel there is evidence to suggest that
the returns profile may be materially different to the
normal pattern.
The valuation of the sales returns 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 return policy has been consistently
applied and challenging the rationale for any exceptions made to the
policy;
• Substantively testing the 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;
• Reviewing the accuracy of the liability from prior years to assess the
reasonableness of the Group’s policy and previous judgements applied; and
• Evaluating the basis for specific amendments to the standard policy,
including considering historic evidence in relation to the performance
of certain titles and authors, to assess whether the amendment was
appropriate.
We found the resulting estimate of the sales return liability to be acceptable.
Inventory provision (see Note 16)
The Group has provided for and written down
inventories to net realisable value which is recognised
in cost of sales. Inventory provisions and write downs
totalling £16.5m (2024: £10.7m) are included in the
financial statements and detailed further at Note 16.
The Group estimates future inventory sales,
incorporating all available information including
past performance and non-financial data in order to
estimate the inventory provision. Management use
judgement to make overrides to standard calculations
where there are specific factors where the standard
policy may not sufficiently provide for unsaleable
inventory.
By their nature the level of future inventory 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:
• Challenging the key assumptions used in the provision calculations and
analysing the underlying data for reasonableness, such as determining the
point at which reliable data is available to estimate titles’ future sales;
• Reviewing the accuracy of inputs in the provision calculations and
recalculating them to ensure mathematical accuracy;
• Assessing the reasonableness of different stock turns used for various
divisions by analysing historic accuracy and market trends;
• Challenging the appropriateness of any overrides to the general policy and
corroborating them with external and internal evidence; and
• Reviewing the accuracy of prior year provisions to obtain comfort around
the appropriateness of the policy and judgements made.
We found the resulting estimate and recoverable amount of the inventory
provision to be acceptable.
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Financials
Key audit matter How the scope of our audit responded to the key audit matter
Carrying value of goodwill (see Note 11)
The Group has made a number of historic acquisitions
and goodwill of £77.3m (2024: £48.3m) is recognised
in the Statement of Financial Position. The increase in
the year reflects further additions to goodwill arising
from the acquisition of Rowman and Littlefield.
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. Sensitivities in this respect
are disclosed in Note 11.
Our procedures included:
• Assessing management’s justification for the change in CGUs, ensuring that
the determination of CGUs was in line with the requirements of IAS 36;
• 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;
• Performing sensitivity analysis and 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.
Carrying value parent company investments in subsidiary companies (see Note 34)
The Company has investments of £114.8m 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 models supporting the calculation
of other estimates made by management;
• Comparing the historical and logical accuracy of prior year forecasts to
actual results;
• Performing sensitivity analysis and 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.
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to the members of Bloomsbury Publishing Plc
continued
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 contained within the annual report. 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.
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 this gives rise to a material misstatement in the financial
statements themselves. 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 those reports have been prepared in accordance with
applicable legal requirements;
• the information about internal control and risk management
systems in relation to financial reporting processes and
about share capital structures, given in compliance with rules
7.2.5 and 7.2.6 in the Disclosure Rules and Transparency
Rules sourcebook made by the Financial Conduct Authority
(the FCA Rules), is consistent with the financial statements
and has been prepared in accordance with applicable legal
requirements; and
• information about the Company’s corporate governance code
and practices and about its administrative, management and
supervisory bodies and their committees complies with rules
7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
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 their environment obtained in the course of the
audit, we have not identified material misstatements in:
• the strategic report or the directors’ report; or
• the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5
and 7.2.6 of the FCA Rules.
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
• 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 Statement
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 90;
• Directors’ explanation as to its assessment of the group’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 90:
• 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 90;
• Directors’ statement on fair, balanced and understandable set
out on page 103;
• Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 81 to 90;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on pages 119 to 120; and
• The section describing the work of the Audit Committee set
out on pages 116 to 120.
Responsibilities of the Directors for the
financial statements
As explained more fully in the Directors’ responsibilities statement
set out on pages 102 to 103, 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.
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Financials
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.
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 and
regulations pertaining to intellectual property, copyrights,
infringements and trademarks. 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.
• We integrated some unpredictability testing through scoping
in specific procedures on balances or components that would
otherwise have been outside the scope of our work plan sent to
the Audit Committee.
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
initially appointed in July 2022 to audit the financial statements
for the year ending 28 February 2023. The period of total
uninterrupted engagement is three years. Matthew Stallabrass has
acted as Senior Statutory Auditor for all three years.
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
London
21 May 2025
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continued
Stock code: BMY
Annual Report and Accounts 2025
149
Financials
Notes
Year ended
28 February
2025
£’m
Year ended
29 February
2024
£’m
Revenue 3 361.0 342.7
Cost of sales (157.1 ) (148.1 )
Gross profit 203.9 194.6
Marketing and distribution costs (54.6 ) (49.8 )
Administrative expenses (115.9 ) (104.2 )
Share of result of joint venture (0.1 ) –
Operating profit before highlighted items 42.9 47.9
Highlighted items 4 (9.6 ) (7.3 )
Operating profit 4 33.3 40.6
Finance income 6 1.3 1.3
Finance costs 6 (2.1 ) (0.4 )
Profit before taxation and highlighted items 42.1 48.8
Highlighted items 4 (9.6 ) (7.3 )
Profit before taxation 32.5 41.5
Taxation 7 (7.1 ) (9.2 )
Profit for the year attributable to owners of the Company 25.4 32.3
Earnings per share attributable to owners of the Company
Basic earnings per share 9 31.14 p 39.77 p
Diluted earnings per share 9 30.71 p 39.11 p
The accompanying notes form part of these financial statements.
Consolidated Income Statement
For the year ended 28 February 2025
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Bloomsbury Publishing Plc
Year ended
28 February
2025
£’m
Year ended
29 February
2024
£’m
Profit for the year 25.4 32.3
Other comprehensive income
Items that may be reclassified to the income statement:
Exchange differences on translating foreign operations 0.9 (4.7 )
Other comprehensive income for the year net of tax 0.9 (4.7 )
Total comprehensive income for the year attributable to the owners of the Company 26.3 27.6
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.
Consolidated Statement of
Comprehensive Income
For the year ended 28 February 2025
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Financials
Consolidated Statement of Financial Position
For the year ended 28 February 2025
Notes
28 February
2025
£’m
29 February
2024
£’m
Assets
Goodwill 11 77.3 48.3
Other intangible assets 12 60.1 32.0
Property, plant and equipment 13 2.5 2.2
Right-of-use assets 14 7.6 7.5
Deferred tax assets 15 16.9 13.7
Trade and other receivables 17 0.7 0.8
Total non-current assets 165.1 104.5
Inventories 16 46.3 36.6
Trade and other receivables 17 133.3 164.8
Cash and cash equivalents 40.6 65.8
Total current assets 220.2 267.2
Total assets 385.3 371.7
Liabilities
Borrowings 23.6 –
Lease liabilities 25 7.3 6.5
Deferred tax liabilities 15 2.3 2.7
Provisions 20 0.9 0.5
Total non-current liabilities 34.1 9.7
Trade and other liabilities 18 133.0 152.0
Current tax liabilities – 4.0
Lease liabilities 25 1.5 2.4
Provisions 20 1.9 1.1
Total current liabilities 136.4 159.5
Total liabilities 170.5 169.2
Net assets 214.8 202.5
Equity
Share capital 21 1.0 1.0
Share premium 21 47.3 47.3
Translation reserve 21 11.8 10.9
Other reserves 21 13.6 12.8
Retained earnings 21 141.1 130.5
Total equity attributable to owners of the Company 214.8 202.5
The accompanying notes form part of these consolidated financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 21 May 2025.
J N Newton
Director
P Scott-Bayfield
Director
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Consolidated Statement of Changes in Equity
For the year ended 28 February 2025
Share
capital
£’m
Share
premium
£’m
Translation
reserve
£’m
Merger
reserve
£’m
Share-
based
payment
reserve
£’m
Own
shares
held by
EBT
£’m
Retained
earnings
£’m
Total
equity
£’m
At 28 February 2023 1.0 47.3 15.6 1.8 10.7 (1.6 ) 113.0 187.8
Profit for the year – – – – – – 32.3 32.3
Other comprehensive income
Exchange differences on
translating foreign operations – – (4.7 ) – – – – (4.7 )
Total comprehensive income
for the year – – (4.7 ) – – – 32.3 27.6
Transactions with owners
Dividends to equity holders of
the Company – – – – – – (11.3 ) (11.3 )
Purchase of shares by the
Employee Benefit Trust – – – – – (2.8 ) – (2.8 )
Share options exercised – – – – – 3.7 (3.3 ) 0.4
Share options cancelled – – – – – – (0.6 ) (0.6 )
Deferred tax on share-based
payment transactions – – – – – – (0.2 ) (0.2 )
Share-based payment
transactions – – – – 1.0 – 0.6 1.6
Total transactions with
owners of the Company – – – – 1.0 0.9 (14.8 ) (12.9 )
At 29 February 2024 1.0 47.3 10.9 1.8 11.7 (0.7 ) 130.5 202.5
Profit for the year – – – – – – 25.4 25.4
Other comprehensive income
Exchange differences on
translating foreign operations – – 0.9 – – – – 0.9
Total comprehensive income
for the year – – 0.9 – – – 25.4 26.3
Transactions with owners
Dividends to equity holders of
the Company – – – – – – (12.2 ) (12.2 )
Purchase of shares by the
Employee Benefit Trust – – – – – (3.8 ) – (3.8 )
Share options exercised – – – – – 3.1 (2.7 ) 0.4
Deferred tax on share-based
payment transactions – – – – – – 0.1 0.1
Share-based payment
transactions – – – – 1.5 – – 1.5
Total transactions with
owners of the Company – – – – 1.5 (0.7 ) (14.8 ) (14.0 )
At 28 February 2025 1.0 47.3 11.8 1.8 13.2 (1.4 ) 141.1 214.8
The accompanying notes form part of these financial statements.
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Financials
Consolidated Statement of Cash Flows
For the year ended 28 February 2025
Notes
Year ended
28 February
2025
£’m
Year ended
29 February
2024
£’m
Cash flows from operating activities
Profit for the year 25.4 32.3
Adjustments for:
Depreciation of property, plant and equipment 13 1.1 0.9
Depreciation of right-of-use assets 14 2.0 2.0
Amortisation of other intangible assets 12 12.5 10.4
Loss on disposal on property, plant and equipment – 0.2
Loss on disposal on other intangible assets – 0.2
Finance income 6 (1.3 ) (1.3 )
Finance costs 6 2.1 0.4
Share of loss of joint venture 0.1 –
Share-based payment charges 22 1.9 1.8
Tax expense 7 7.1 9.2
(Increase)/decrease in inventories (7.8 ) 4.9
Decrease/(increase) in trade and other receivables 32.8 (54.4 )
(Decrease)/increase in trade and other liabilities (17.9 ) 43.9
Cash generated from operating activities 58.0 50.5
Income taxes paid (16.1 ) (12.9 )
Net cash generated from operating activities 41.9 37.6
Cash flows from investing activities
Purchase of property, plant and equipment (1.4 ) (0.8 )
Purchase of other intangible assets (4.8 ) (5.1 )
Purchase of business, net of cash acquired (64.8 ) –
Purchase of share in a joint venture (0.1 ) –
Interest received 1.2 1.3
Net cash used in investing activities (69.9 ) (4.6 )
Cash flows from financing activities
Equity dividends paid 19 (12.2 ) (11.3 )
Purchase of shares by the Employee Benefit Trust 19 (3.8 ) (2.8 )
Proceeds from exercise of share options 19 0.4 0.4
Cancellation of share options 19 – (0.6 )
Proceeds from borrowings 19 29.4 –
Repayment of borrowings 19 (6.2 ) –
Interest paid on borrowings 19 (1.6 ) –
Principal paid on lease liabilities 19 (2.3 ) (2.2 )
Interest paid on lease liabilities 19 (0.3 ) (0.3 )
Other interest paid 19 (0.2 ) –
Net cash generated from/(used in) financing activities 19 3.2 (16.8 )
Net (decrease)/increase in cash and cash equivalents (24.8 ) 16.2
Cash and cash equivalents at beginning of year 65.8 51.5
Exchange loss on cash and cash equivalents (0.4 ) (1.9 )
Cash and cash equivalents at end of year 40.6 65.8
The accompanying notes form part of these financial statements.
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Notes to the Financial Statements
1. General Information
e) 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 2s).
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2. Material accounting policies
The material 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) 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 2025. The table below summarises the impact of these changes to the Group:
Accounting standard Impact on financial statements
Amendments to IAS 1 “Classification of liabilities as current or
non-current
The amendment clarifies the criteria for classifying liabilities with
covenants as current or non-current. The amendment also requires
additional disclosures for loan arrangements disclosed as non-current
where the loans are subject to compliance with covenants within 12
months after the reporting date. No material changes to the Group’s
classification of debt. See Note 19 for related disclosures.
Other standards A number of other new amendments to standards and interpretations
are effective for annual periods beginning after 1 January 2024.
The 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 have been issued but are not yet effective and unless otherwise indicated, have been endorsed:
Accounting standard Impact on financial statements
Amendments to IAS 21 “Lack of exchangeability” 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.
Amendment to IFRS 9 and IFRS 7 “Classification and measurement
of financial instruments” (not yet endorsed);
IFRS 18 “Presentation and disclosure in financial statements” (not yet
endorsed); and
IFRS 19 “Subsidiaries without Public Accountability: Disclosures”
(not yet endorsed).
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Notes to the Financial Statements
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2. Material accounting policies continued
k) 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. Provisions against gross advances paid are netted against
the gross advance within trade and other receivables. Provisions against gross advances payable are included within Provisions in the
Statement of Financial position.
n) Share capital
Ordinary shares are classified as equity.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Notes to the Financial Statements
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p) 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
2b). 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.
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Notes to the Financial Statements
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Notes to the Financial Statements
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Company Statement of Financial Position
As at 28 February 2025
Company Number 1984336
Notes
28 February
2025
£’m
29 February
2024
£’m
Assets
Intangible assets 31 6.3 7.0
Property, plant and equipment 32 1.5 1.7
Right-of-use assets 33 5.4 6.4
Investments in subsidiary companies 34 114.8 114.8
Deferred tax assets 35 2.5 1.2
Total non-current assets 130.5 131.1
Inventories 36 10.1 9.0
Trade and other receivables 37 76.5 83.9
Cash and cash equivalents 17.1 19.0
Total current assets 103.7 111.9
Total assets 234.2 243.0
Liabilities
Provisions 40 0.8 0.5
Lease liabilities 44 5.3 6.1
Total non-current liabilities 6.1 6.6
Trade and other liabilities 38 141.4 132.5
Provisions 40 0.9 0.2
Lease liabilities 44 1.1 1.3
Total current liabilities 143.4 134.0
Total liabilities 149.5 140.6
Net assets 84.7 102.4
Equity
Share capital 41 1.0 1.0
Share premium 41 47.3 47.3
Merger reserve 41 1.8 1.8
Share-based payment reserve 41 13.2 11.7
Retained earnings 41 21.4 40.6
Total equity attributable to owners of the Company 84.7 102.4
The Company’s loss for the year was £7.5m (2024: profit of £5.9m). 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 21 May 2025.
J N Newton
Director
P Scott-Bayfield
Director
Company Number 1984336
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Company Statement of Changes in Equity
For the year ended 28 February 2025
Share
capital
£’m
Share
premium
£’m
Merger
reserve
£’m
Share-based
payment
reserve
£’m
Retained
earnings
£’m
Total
£’m
At 28 February 2023 1.0 47.3 1.8 10.7 45.8 106.6
Profit for the year and total comprehensive
income for the year – – – – 5.9 5.9
Transactions with owners in their
capacity as owners
Dividends to equity holders
of the Company – – – – (11.3) (11.3)
Share options exercised – – – – 0.4 0.4
Share options cancelled – – – – (0.6) (0.6)
Deferred tax on share-based payment
transactions – – – – (0.2) (0.2)
Share-based payment transactions – – – 1.0 0.6 1.6
Total transactions with owners of the
Company – – – 1.0 (11.1) (10.1)
At 29 February 2024 1.0 47.3 1.8 11.7 40.6 102.4
Loss for the year and total comprehensive
income for the year – – – – (7.5) (7.5)
Transactions with owners in their
capacity as owners
Dividends to equity holders
of the Company – – – – (12.2) (12.2)
Share options exercised – – – – 0.4 0.4
Deferred tax on share-based payment
transactions – – – – 0.1 0.1
Share-based payment transactions – – – 1.5 – 1.5
Total transactions with owners
of the Company – – – 1.5 (11.7) (10.2)
At 28 February 2025 1.0 47.3 1.8 13.2 21.4 84.7
The accompanying notes form part of these financial statements.
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Notes
Year ended
28 February
2025
£’m
Year ended
29 February
2024
£’m
Cash flows from operating activities
(Loss)/profit for the year (7.5) 5.9
Adjustments for:
Depreciation of property, plant and equipment 32 0.8 0.6
Depreciation of right-of-use assets 33 1.1 1.0
Amortisation of intangible assets 31 2.4 2.2
Reversal of investment impairment 34 – (9.4)
Loss on disposal on property, plant and equipment – 0.1
Loss on disposal on intangible assets – 0.2
Finance income (0.4) (0.3)
Finance costs 0.9 0.9
Share of loss of joint venture 0.1 –
Share-based payment charges 0.9 0.9
Tax credit (0.7) (0.1)
(2.4) 2.0
(Increase)/decrease in inventories (1.0) 3.1
Decrease/(increase) in trade and other receivables 6.8 (3.2)
Increase in trade and other liabilities 9.9 18.4
Cash generated from operations 13.3 20.3
Income taxes paid – (3.5)
Net cash generated from operating activities 13.3 16.8
Cash flows from investing activities
Purchase of property, plant and equipment (0.6) (0.5)
Purchase of share in a joint venture (0.1) –
Purchase of intangible assets (1.7) (1.8)
Interest received 0.3 0.2
Net cash used in investing activities (2.1) (2.1)
Cash flows from financing activities
Equity dividends paid 39 (12.2) (11.3)
Proceeds from exercise of share options 39 0.4 0.4
Cancellation of share options 39 – (0.6)
Principal paid on lease liabilities 39 (1.1) (1.1)
Interest paid on lease liabilities 39 (0.2) (0.3)
Net cash used in financing activities 39 (13.1) (12.9)
Net (decrease)/increase in cash and cash equivalents (1.9) 1.8
Cash and cash equivalents at beginning of year 19.0 17.2
Cash and cash equivalents at end of year 17.1 19.0
The accompanying notes form part of these financial statements.
Company Statement of Cash Flows
For the year ended 28 February 2025
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Notes to the Company Financial Statements
29. General Information
a) 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 212. The Company is primarily involved in the publication of books and other related services.
b) Basis of preparation
The Company financial statements have been prepared and approved by the Directors in accordance with UK-adopted international
accounting standards (“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 2026, being the period of the detailed going concern
assessment reviewed by the Board.
The Company material accounting policies are consistent with the Group policies set out in Note 2 to the consolidated financial statements.
Key additional policies are stated below.
c) 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 loss for the year was £7.5m (2024: profit of £5.9m).
d) 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 2s) for the Group and are applicable to the Company.
30. Material accounting policies
a) 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 2025. The table below summarises the impact of these changes to the Company:
Accounting standard Impact on financial statements
Amendments to IAS 1 “Classification of liabilities as current or
non-current”
The amendment clarifies the criteria for classifying liabilities with
covenants as current or non-current. The amendment also requires
additional disclosures for loan arrangements disclosed as non-current
where the loans are subject to compliance with covenants within
12 months after the reporting date. No material changes to the
Company’s classification of debt or related disclosure.
Other standards A number of other new amendments to standards and interpretations
are effective for annual periods beginning after 1 January 2024.
The amendments have not had a material impact on the Company.
Additional disclosure has been provided where relevant.
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30. Material accounting policies continued
The Company has not early adopted the following new and revised accounting standards, interpretations or amendments issued by the
International Accounting Standards Board that have been issued but are not yet effective and unless otherwise indicated, have been
endorsed:
Accounting standard Impact on financial statements
Amendments to IAS 21 “Lack of exchangeability” 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.
Amendment to IFRS 9 and IFRS 7 “Classification and measurement
of financial instruments” (not yet endorsed;
IFRS 18 “Presentation and disclosure in financial statements” (not yet
endorsed); and
IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (not
yet endorsed).
b) 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.
c) 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.
d) 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. Awards granted in 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%). Awards granted in 2023 and 2024 are subject to the following performance conditions: Earnings Per Share (60%), Non-
Consumer operating profit (17.5%), Consumer operating profit (17.5%) and international revenue (5%). 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, wehave 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.
Notes to the Company Financial Statements
Stock code: BMY
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31. Intangible assets
Publishing
rights
£’m
Imprint
£’m
Trademarks
£’m
Systems
development
£’m
Product
development
£’m
Assets under
construction
£’m
Total
£’m
Cost
At 28 February 2023 6.0 0.1 0.2 11.1 1.9 0.1 19.4
Transfers – – – – 0.2 (0.2) –
Additions – – 0.2 0.7 0.6 0.3 1.8
Disposals – – – (5.0) – – (5.0)
At 29 February 2024 6.0 0.1 0.4 6.8 2.7 0.2 16.2
Transfers – – – – 0.2 (0.2) –
Additions – – – 0.4 0.7 0.6 1.7
Disposals – – – (0.7) – – (0.7)
At 28 February 2025 6.0 0.1 0.4 6.5 3.6 0.6 17.2
Amortisation
At 28 February 2023 2.0 – 0.1 8.8 0.9 – 11.8
Disposals – – – (4.8) – – (4.8)
Charge for the year 0.6 – 0.1 0.9 0.6 – 2.2
At 29 February 2024 2.6 – 0.2 4.9 1.5 – 9.2
Disposals – – – (0.7) – – (0.7)
Charge for the year 1.0 – – 0.7 0.7 – 2.4
At 28 February 2025 3.6 – 0.2 4.9 2.2 – 10.9
Net book value
At 28 February 2025 2.4 0.1 0.2 1.6 1.4 0.6 6.3
At 29 February 2024 3.4 0.1 0.2 1.9 1.2 0.2 7.0
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32. Property, plant and equipment
Short
leasehold
improvements
£’m
Furniture
and fittings
£’m
Computers
and other
office
equipment
£’m
Total
£’m
Cost
At 28 February 2023 2.8 0.9 2.8 6.5
Additions – – 0.5 0.5
Disposals – (0.2) (0.9) (1.1)
At 29 February 2024 2.8 0.7 2.4 5.9
Additions 0.1 – 0.5 0.6
Disposals (0.2) (0.1) (0.4) (0.7)
At 28 February 2025 2.7 0.6 2.5 5.8
Depreciation
At 28 February 2023 2.0 0.5 2.1 4.6
Charge for the year 0.3 0.1 0.2 0.6
Disposals – (0.2) (0.8) (1.0)
At 29 February 2024 2.3 0.4 1.5 4.2
Charge for the year 0.1 – 0.7 0.8
Disposals (0.2) (0.1) (0.4) (0.7)
At 28 February 2025 2.2 0.3 1.8 4.3
Net book value
At 28 February 2025 0.5 0.3 0.7 1.5
At 29 February 2024 0.5 0.3 0.9 1.7
The depreciation charge of £0.8m (2024: £0.6m) was included in administrative expenses.
Notes to the Company Financial Statements
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33. Right-of-use assets
Property
£’m
Cars
£’m
Equipment
£’m
Total
£’m
Cost
At 28 February 2023 10.8 0.1 0.1 11.0
Additions 0.1 0.2 – 0.3
Disposals – (0.1) – (0.1)
At 29 February 2024 10.9 0.2 0.1 11.2
Additions – 0.1 – 0.1
Disposals – – (0.1) (0.1)
At 28 February 2025 10.9 0.3 – 11.2
Depreciation
At 28 February 2023 3.7 0.1 0.1 3.9
Charge for the year 1.0 – – 1.0
Disposals – (0.1) – (0.1)
At 29 February 2024 4.7 – 0.1 4.8
Charge for the year 1.0 0.1 – 1.1
Disposals – – (0.1) (0.1)
At 28 February 2025 5.7 0.1 – 5.8
Net book value
At 28 February 2025 5.2 0.2 – 5.4
At 29 February 2024 6.2 0.2 – 6.4
The depreciation charge of £1.1m (2024: £1.0m) was included in administrative expenses.
34. Investment in subsidiary companies
£’m
Cost
At 28 February 2023 118.1
At 29 February 2024 118.1
At 28 February 2025 118.1
Impairment
At 28 February 2023 12.7
Impairment reversal (9.4)
At 29 February 2024 3.3
At 28 February 2025 3.3
Net book value
At 28 February 2025 114.8
At 29 February 2024 114.8
The impairment reversal relates to Bloomsbury Publishing Inc. Information on subsidiary companies is disclosed in Note 28.
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35. 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:
Losses
£’m
Property,
plant
and
equipment
£’m
Retirement
benefit
obligation
£’m
Share-based
payments
£’m
Provisions
£’m
Total
£’m
At 28 February 2023 – – 0.1 0.9 0.4 1.4
(Charge)/credit to the income statement – (0.1) – 0.1 – –
Charge to equity – – – (0.2) – (0.2)
At 29 February 2024 – (0.1) 0.1 0.8 0.4 1.2
Credit to the income statement 0.8 – – 0.4 – 1.2
Credit to equity – – – 0.1 – 0.1
At 28 February 2025 0.8 (0.1) 0.1 1.3 0.4 2.5
The analysis for financial reporting purposes is as follows:
28 February
2025
£’m
29 February
2024
£’m
Deferred tax assets 2.5 1.2
Deferred tax liabilities – –
Total 2.5 1.2
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.
36. Inventories
28 February
2025
£’m
29 February
2024
£’m
Work in progress 1.1 1.7
Finished goods for resale 9.0 7.3
Total 10.1 9.0
The cost of inventories recognised as cost of sales amounted to £27.1m (2024: £24.3m).
The provision and write down of inventories to net realisable value recognised in cost of sales amounted to £4.1m (2024: £3.3m).
Notes to the Company Financial Statements
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Financials
37. Trade and other receivables
28 February
2025
£’m
29 February
2024
£’m
Current
Gross trade receivables 39.5 44.4
Less: loss allowance (1.9) (1.9)
Net trade receivables 37.6 42.5
Amounts owed by Group undertakings 11.1 10.7
Income tax recoverable 3.6 5.1
Other receivables 4.2 3.0
Prepayments 2.1 2.3
Contract assets 2.2 2.7
Royalty advances 15.7 17.6
Total trade and other receivables 76.5 83.9
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 2025, £4.0m (2024: £4.1m) of royalty advances relate to titles expected to be published in more
than 12 months’ time.
Other receivables principally comprise 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 43. Trade receivables principally comprises 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 131 days (2024: 161 days).
Movements on the Company’s loss allowance for trade receivables are as follows:
28 February
2025
£’m
29 February
2024
£’m
At start of year 1.9 1.9
Amounts created 0.6 0.7
Amounts released (0.1) (0.5)
Amounts utilised (0.5) (0.2)
At end of year 1.9 1.9
38. Trade and other liabilities
28 February
2025
£’m
29 February
2024
£’m
Current
Trade payables 11.7 12.5
Sales returns liability 6.0 5.1
Amounts owed to Group undertakings 93.0 81.7
Taxation and social security 1.2 1.1
Other payables 2.3 2.9
Accruals and contract liabilities 27.2 29.2
Total current trade and other liabilities 141.4 132.5
Total trade and other liabilities 141.4 132.5
Trade payables principally comprises 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 £0.7m lower/higher (2024: £0.7m).
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39. Borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Liability Equity Total
Lease
liability
£’m
Other
financial
liabilities
£’m
Share
capital/share
premium
£’m
Other
reserves
£’m
Retained
earnings
£’m
Total
£’m
Balance at 29 February 2024 7.4 – 48.3 13.5 40.6 109.8
Changes from financing cash flows
Equity dividends paid – – – – (12.2) (12.2)
Proceeds from exercise of share options – – – – 0.4 0.4
Principal paid on lease liabilities (1.1) – – – – (1.1)
Interest paid (0.2) – – – – (0.2)
Total changes from financing cash flows (1.3) – – – (11.8) (13.1)
Other changes
Liability-related
Right-of-use asset additions 0.1 – – – – 0.1
Interest expense 0.2 – – – – 0.2
Total liability-related other changes 0.3 – – – – 0.3
Total equity-related other changes – – – 1.5 (7.4) (5.9)
Balance at 28 February 2025 6.4 – 48.3 15.0 21.4 91.1
Liability Equity Total
Lease
liability
£’m
Other
financial
liabilities
£’m
Share
capital/share
premium
£’m
Other
reserves
£’m
Retained
earnings
£’m
Total
£’m
Balance at 28 February 2023 8.3 – 48.3 12.5 45.8 114.9
Changes from financing cash flows
Equity dividends paid – – – – (11.3) (11.3)
Proceeds from exercise of share options – – – – 0.4 0.4
Cancellation of share options – – – – (0.6) (0.6)
Principal paid on lease liabilities (1.1) – – – – (1.1)
Interest paid (0.3) – – – – (0.3)
Total changes from financing cash flows (1.4) – – – (11.5) (12.9)
Other changes
Liability-related
Right-of-use asset additions 0.3 – – – – 0.3
Interest expense 0.2 – – – – 0.2
Total liability-related other changes 0.5 – – – – 0.5
Total equity-related other changes – – – 1.0 6.3 7.3
Balance at 29 February 2024 7.4 – 48.3 13.5 40.6 109.8
Notes to the Company Financial Statements
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Annual Report and Accounts 2025
205
Financials
40. Provisions
Author
advance
£’m
Property
£’m
Total
£’m
At 29 February 2024 0.2 0.5 0.7
Created in the year 0.8 0.3 1.1
Utilised in the year (0.1) – (0.1)
At 28 February 2025 0.9 0.8 1.7
Non-current – 0.8 0.8
Current 0.9 – 0.9
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 Company does not expect to fully recover the advance.
41. Share capital and other reserves
For details of share capital, share premium, merger reserve, share-based payment reserve and retained earnings, see Note 21 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 29c).
For details of dividends, see Note 8.
As at 28 February 2025, the Company had distributable reserves of £21.4m. The total external dividends relating to the year ended
28 February 2025 amounted to £12.6m.
42. 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 22.
The total share-based payment charge to the income statement for the year was:
28 February
2025
£’m
29 February
2024
£’m
Equity-settled share-based transactions 1.5 1.6
Cash-settled share-based transactions 0.4 0.2
Total 1.9 1.8
£1.0m (2024: £0.9m) of this amount was recharged to subsidiaries of the Company.
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Bloomsbury Publishing Plc
43. 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 24 to
the consolidated financial statements.
Categories of financial instruments
Notes
28 February
2025
£’m
29 February
2024
£’m
Loans and receivables
Cash and cash equivalents 17.1 19.0
Amounts owed by Group undertakings 37 11.1 10.7
Trade receivables 37 37.6 42.5
Contract assets 37 2.2 2.7
Total loans and receivables 68.0 74.9
Financial liabilities measured at amortised cost
Trade payables 38 11.7 12.5
Sales returns liability 38 6.0 5.1
Accruals 25.4 27.3
Other payables 3.5 4.0
Amounts owed to Group undertakings 38 93.0 81.7
Lease liabilities 44 6.4 7.5
Total financial liabilities measured at amortised cost 146.0 138.1
Net financial instruments (78.0) (63.2)
a) Market risk
i. Interest rate risk
Interest rate profile of financial assets:
28 February
2025
£’m
29 February
2024
£’m
Variable rate financial assets 17.1 19.0
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
2025
£’m
29 February
2024
£’m
Impact on profit and equity
1% increase in base rate of interest (2024: 1%) 0.1 0.1
0.5% decrease in base rate of interest (2024: 0.5%) (0.1) (0.1)
Notes to the Company Financial Statements
Stock code: BMY
Annual Report and Accounts 2025
207
Financials
ii. Currency risk
The Company’s exposure to foreign currency risk was as follows:
Loan and receivables Financial liabilities
28 February
2025
£’m
29 February
2024
£’m
28 February
2025
£’m
29 February
2024
£’m
GBP 56.8 73.5 145.1 137.3
USD 11.0 0.8 0.7 0.1
EURO 0.2 0.6 0.2 0.7
AUD – – – –
Total 68.0 74.9 146.0 138.1
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
2025
£’m
29 February
2024
£’m
Impact on profit or loss
10% weakening in the US dollar against pound sterling (2024: 10%) (0.9) (0.1)
10% strengthening in the US dollar against pound sterling (2024: 10%) 0.9 0.1
A 10% weakening or strengthening against GBP for all other currencies is not expected to yield a significant foreign exchange movement.
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 91% (2024: 92%) 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 1d) 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. No amounts were drawn under the facility during the year
ended 28 February 2025 (2024: £nil). As at 28 February 2025, the facility remains fully undrawn (2024: fully undrawn) with £20.0m of undrawn
borrowing facilities (2024: £20.0m) available.
The facility comprises a committed revolving credit facility of £20m, and an uncommitted incremental term loan facility of up to £20m. 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 November 2027.
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Bloomsbury Publishing Plc
44. Leases
The Company’s lease portfolio consists of office properties, cars and equipment.
The maturities of the Company’s lease liabilities are as follows:
28 February
2025
£’m
29 February
2024
£’m
Less than one year 1.4 1.3
One to five years 4.9 5.0
More than five years 0.8 1.6
Total undiscounted lease liabilities 7.1 7.9
Lease liabilities included in the Company Statement of Financial Position 6.4 7.4
Current 1.1 1.3
Non-current 5.3 6.1
45. Commitments and contingent liabilities
a) Capital commitments
28 February
2025
£’m
29 February
2024
£’m
Property, plant and equipment 0.3 –
Intangible assets 0.9 0.4
Total 1.2 0.4
b) Other commitments
The Company is committed to paying royalty advances in subsequent financial years. As at 28 February 2025, this commitment amounted to
£14.5m (2024: £16.7m).
c) Guarantees
The Company and certain of its subsidiaries have provided guarantees to Lloyds Bank Plc in relation to the Group’s borrowing facilities; see
Note 43c).
The Company has guaranteed the liabilities of certain of its UK subsidiaries, being those listed in Note 28, to enable them to take the audit
exemption under Section 479A of the Companies Act 2006.
Notes to the Company Financial Statements
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Annual Report and Accounts 2025
209
Financials
46. Related parties
Trading transactions
During the year, the Company entered into the following transactions and had the following balances with its subsidiaries:
28 February
2025
£’m
29 February
2024
£’m
Sale of goods to subsidiaries 15.5 11.8
Management recharges 18.7 16.0
Commission payable to subsidiaries 0.4 0.3
Finance income received/receivable from subsidiaries 0.1 0.1
Finance costs paid/payable to subsidiaries 0.6 0.6
Amounts owed by subsidiaries at year end 11.1 10.7
Amounts owed to subsidiaries at year end 93.0 81.7
All amounts outstanding are unsecured and will be settled in cash. A £0.5m provision has been made for doubtful debts in respect of the
amounts owed by subsidiaries (2024: £0.5m).
Key management remuneration is disclosed in Note 5.
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Bloomsbury Publishing Plc
Five Year Financial Summary 211
Company Information 212
Legal Notice 213
Notice of the Annual General Meeting 214
ADDITIONAL
INFORMATION
Stock code: BMY
Annual Report and Accounts 2025
211
Additional
information
Five Year Financial Summary
2021
£’m
2022
£’m
2023
£’m
2024
£’m
2025
£’m
Revenue 185.1 230.1 264.1 342.7 361.0
Adjusted profit
†
19.2 26.7 31.1 48.8 42.1
Adjusted diluted EPS
‡
18.68p 25.94p 30.56p 46.62p 41.45p
Dividend per share
^
18.64p 10.74p 11.75p 14.69p 15.43p
Return on Capital Employed 15.4% 20.4% 20.4% 33.1% 22.2%
Net assets 168.2 169.0 187.8 202.5 214.8
Net cash* 54.5 41.2 51.5 65.8 17.0
† 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.
^ 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 term loan.
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212
Bloomsbury Publishing Plc
Company Information
Chairman John Bason – 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
Dame Heather Rabbatts
Company Secretary Maya Abu-Deeb
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
Joint Stockbrokers and Financial Advisors Investec Investment Banking
30 Gresham Street
London
EC2V 7QP
Joh. Berenberg,
Gossler & Co. KG,
60 Threadneedle Street,
London,
EC2R 8HP
Registrars MUFG Corporate Markets (formerly known as Link Group)
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Stock code: BMY
Annual Report and Accounts 2025
213
Additional
information
Legal Notice
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 81 to 90.
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 that 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.
To be held at the
Charlotte Street Hotel,
15 -17 Charlotte Street,
London,
W1T 1RJ
On Wednesday 16 July 2025 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
214
Bloomsbury Publishing Plc
Notice of the Annual General Meeting
21 May 2025
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 Wednesday 16 July 2025 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
This year, in line with best practice, voting shall be on a poll at the Annual General Meeting. Poll voting at the meeting will be conducted
using poll cards. The Board believes that voting on a poll will result in the most accurate reflection of the views of Shareholders by ensuring
that every vote is recognised, including all votes of Shareholders who are unable to attend the meeting but who appoint a proxy for the
meeting. On a poll, each Shareholder has one vote for every share held.
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 12 will be proposed as ordinary resolutions and resolutions 13 to 15 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
2025 with this document. Shareholders who have not elected to receive hard-copy documents can view or download the Annual Report and
Accounts 2025 and this Notice from our website at www.bloomsbury-ir.co.uk.
Dame Heather Rabbatts was appointed to the Board on 14th April 2025, following the selection process set out in page 115 of the Annual
Report and will stand for election as a Non-Executive Director. Her biographical details can be found on page 95 of the Annual Report.
Stock code: BMY
Annual Report and Accounts 2025
215
Additional
information
Letter to Shareholders
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.
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, MUFG Corporate Markets. Proxy votes should be submitted as early as possible and,
in any event, by no later than 12.00 noon on Monday 14 July 2025 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.
If you wish to change the way we contact you to help reduce paper communications, please contact MUFG Corporate Markets on
telephone number 0371 664 0300. You may also contact them by email at shareholder[email protected]. Calls to 0371
numbers 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. MUFG Corporate Markets is open between 9:00 am and 5:30 pm, Monday to Friday excluding public holidays
in England and Wales.
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
Group General Counsel and Company Secretary
Bloomsbury Publishing Plc 21 May 2025
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216
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, 1 -17 Charlotte Street, London, W1T 1RJ on Wednesday 16 July 2025 at 12.00 noon.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions
13 to 15 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 2025, 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 2025, as set out on pages 121 to 122 and 129 to 141, respectively, of the Company’s Annual Report and
Accounts for the year ended 28 February 2025.
3. To declare a final dividend for the year ended 28 February 2025 of 11.54 pence per Ordinary share.
4. To re-elect John Bason as a Director of the Company.
5. To re-elect Nigel Newton as a Director of the Company.
6. To re-elect Leslie-Ann Reed as a Director of the Company.
7. To re-elect Penny Scott-Bayfield as a Director of the Company.
8. To re-elect Baroness Lola Young of Hornsey as a Director of the Company.
9. To elect Dame Heather Rabbatts as a Director of the Company.
10. To reappoint 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.
11. 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 12 will be proposed as an
ordinary resolution and resolutions 13 to 15 will be proposed as special resolutions.
12. 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 £340,036
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.
13.THAT: if Resolution 12 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:
Stock code: BMY
Annual Report and Accounts 2025
217
Additional
information
Notice of the Annual General Meeting
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.
14. THAT: if Resolution 12 is passed, the Directors be authorised, in addition to any authority granted under Resolution 13, to allot equity
securities (as defined in the Companies Act 2006 (“the Act”) for cash under the authority given by Resolution 12 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.
15. 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 8,160,800 Ordinary shares being approximately 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.
By order of the Board
Maya Abu-Deeb
Group General Counsel and Company Secretary
Bloomsbury Publishing Plc 21 May 2025
Registered Office 50 Bedford Square London WC1B 3DP
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218
Bloomsbury Publishing Plc
Notice of the Annual General Meeting
continued
Resolutions 1 to 12 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 13 to 15 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 2025, 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 121 to 122 and 129 to 141 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) – Final Dividend
The Board proposes a final dividend of 11.54 pence per share for the year ended 28 February 2025. If approved, the recommended final
dividend will be paid on 22 August 2025 to all Shareholders on the register on the record date of 25 July 2025. 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 £9.40 million, making approximately £12.57 million in aggregate for the interim and final dividend together for the year
ended 28 February 2025.
Resolutions 4 to 9 (ordinary resolutions) – Appointment or 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 election or 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 a 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 election or 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 94 to 95 of the Annual Report and Accounts..
The Board unanimously recommends the election or re-election of each of the Directors.
Resolution 10 (ordinary resolution) – Reappointment of the Auditor
The Board, on the recommendation of the Audit Committee, recommends the reappointment of Crowe U.K. LLP as the Auditor of the
Company until the conclusion of the next Annual General Meeting.
Resolution 11 (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 28 February 2026.
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Resolution 12 (ordinary resolution) – Authority to allot Ordinary shares
This is an ordinary resolution to replace the general authority, last given at the 2024 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 27,202,890
Ordinary shares of 1.25 pence with a nominal value of £340,036, 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 in the circumstances referred
to below. 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 2025 Annual Report and Accounts, the Directors had beneficial
holdings of Ordinary shares in the Company which, in aggregate, amounted to approximately 2.30% 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 0.72% of the Ordinary shares in issue.
Resolutions 13 and 14 (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-pre-emptively 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 13 is to authorise the Directors to allot new Ordinary shares pursuant to the allotment authority given
to them by Resolution 12, 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 approximately 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.
Accordingly, and in line with the template resolutions published by the Pre-Emption Group under the Principles, the purpose of Resolution
14 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 12, or
sell treasury shares, for cash up to a further nominal amount equivalent to approximately 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 14 is used, the Company will publish details of the placing in its next Annual Report. For the avoidance of doubt, the
Company confirms that it intends to adhere to the shareholder protections contained in Part 2B of the Pre-Emption Group Principles
If Resolutions 13 and 14 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 13 and 14 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 13 and 14, 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: 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.
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Resolution 15 (special resolution) – Authority for the Company to purchase Ordinary
shares
This is a resolution to replace the general authority, last given at the 2024 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 8,160,800
Ordinary shares with a nominal value of £102,010, being equivalent to approximately 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.
Explanatory Notes to the Notice
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 Monday 14 July 2025 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 can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate
Markets (the company’s registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online
voting, keep your details up to date, access a range of information including payment history and much more. The app is available to
download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the
Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.
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You will require your email address and password in order to log in and vote. If you have forgotten your password, you can request a
reminder via the platform. If you have not previously registered to use the Investor Centre, you will require your investor code (IVC)
which can be found on your share certificate/dividend notification or is available by emailing the Company’s registrars, MUFG Corporate
Markets on shareholder[email protected] or by calling on 0371 664 0300.
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 Monday 14 July 2025. Any power of attorney or other authority under which the proxy is submitted must be sent to the Company’s
Registrar (MUFG Corporate Markets, 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 Monday 14 July 2025 (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, MUFG Corporate Markets, 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 (MUFG Corporate Markets, 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 Monday 14 July 2025 (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 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 MUFG Corporate
Markets 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 MUFG Corporate Markets 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 MUFG Corporate Markets no later than 12.00 noon on Monday 14 July 2025.
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.
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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 20 May 2025 (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 20 May 2025 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 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 2025 Annual Report and Accounts; and
• a copy of the Articles of Association.
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14. Communication. Except as provided above, members who have general queries about the AGM should email the Company’s Registrar
MUFG Corporate Markets at shareholder[email protected] or you can call 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 and 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 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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helping to reduce environmental impact as well as creating
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