Regulatory announcements
Annual Financial Report
13 June 2025
The Company released its Preliminary Announcement of annual results for the year ended 28 February 2025 on 22 May 2025. Further to the Preliminary Announcement, the Company can confirm that the Annual Report and Accounts for the year ended 28 February 2025 ("2025 Annual Report") and the Notice of Annual General Meeting ("Notice of AGM") have been posted, or otherwise made available, to Shareholders.
The 2025 Annual Report and the Notice of AGM may also be viewed on the Company's website at www.bloomsbury-ir.co.uk.
AGM
The Company's Annual General Meeting ("AGM") will be held on Wednesday 16 July 2025 at 12.00 noon at the Charlotte Street Hotel, 15-17 Charlotte Street, London W1T 1RJ.
National Storage Mechanism
Pursuant to Listing Rule 6.4.1R, electronic copies of the 2025 Annual Report and the Notice of AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Additional Information
In accordance with Disclosure Guidance and Transparency Rule 6.3.5R, additional information is set out in the appendices to this announcement. The Directors' Responsibility Statement, a description of the Principal Risks and Uncertainties and details of Related Party Transactions are set out below in full unedited text extracted from the 2025 Annual Report. The text below should be read in conjunction with the Company's final results for the period ended 28 February 2025 which were announced on 22 May 2025. This information is not a substitute for reading the 2025 Annual Report.
For further information, please contact:
Bloomsbury Publishing Plc | |
Maya Abu-Deeb, Group General Counsel & Company Secretary | |
Hudson Sandler | +44 (0) 20 7796 4133 |
Dan de Belder / Hattie Dreyfus / Emily Brooker |
APPENDIX 1: Directors' Responsibilities Statement
The following directors' responsibility statement is extracted from the 2025 Annual Report (page 102):
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law, they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the Parent Company financial statements on the same basis.
Under Company Law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the Group's profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable, relevant, reliable and prudent;
- state whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006;
- assess the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
- use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule 4.1.15R, the financial statements will form part of the annual financial report prepared using the single electronic reporting format under the TD ESEF Regulation. The Auditor's report on these financial statements provides no assurance over the ESEF format.
Safe harbour
Under the Companies Act 2006, a safe harbour limits the liability of Directors in respect of statements in and omissions from the Strategic Report and the Directors' Report. Pages 01 to 213 of the Annual Report, and the front and back covers to the Annual Report, are included within the Directors' Report by reference and so are included within the safe harbour.
Responsibility statement of the Directors in respect of the annual financial report
Each of the Directors, whose names and functions are set out on pages 94 and 95 of this Annual Report, confirms that to the best of their knowledge:
- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
- the Strategic Report/Directors' Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Group's position and performance, business model and strategy.
Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Strategic Report and Directors' Report were approved by the Board on 21 May 2025.
APPENDIX 2: Principal Risks and Uncertainties
The following description of the principal risks and uncertainties that the Company faces is extracted from the 2025 Annual Report (pages 83 to 89):
Key: ↑Increase, ↔No change, ↓ Reduced
Principal Risks
Key area | Description | Mitigation |
Market 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. |
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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. |
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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) UKRI has mandated that monographs, book chapters and edited collections that acknowledge UKRI funding 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.
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Sales of used books Sales of used books for academic purposes erode backlist sales. |
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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. |
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Importance
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.
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Reduced budgets for academic libraries and institutions may impact revenue. |
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Legislative and other measures taken in certain US States to restrict access by academic institutions to certain types of content may impact on sales |
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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. |
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Title acquisition
Changes during the year ↔ | Commercial viability Titles may be acquired that are not commercially, or critically, successful. |
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Information
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. |
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Inadequate internal access controls or security measures Inadequate controls over certain processes could lead to sensitive data being inadvertently revealed internally or externally. |
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Financial
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. |
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Intellectual
Changes during the year ↑ | Erosion of copyright Erosion of traditional copyrights as a result of legislative developments. |
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Erosion of territorial copyrights as a result of global internet retailing. |
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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. |
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Reliance on key
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. |
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Talent
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 on Bloomsbury's ability to innovate and grow.
Loss of key talent could lead to loss of skill and knowledge from the business, result in decreased efficiency, impact on staff motivation and undermine external relationships. |
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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. |
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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. |
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Failure to comply with applicable laws and regulations relevant to the Groups products and services may impact on sales |
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Failure to comply with applicable laws and regulations relevant to the Groups products and services may impact on sales |
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Reputation
Changes during the year ↔ | Investor confidence City confidence undermined by events outside of the Company's control, e.g. collapse of a retailer. |
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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 |
APPENDIX 3: Related Party Transactions
The following details of 'Related party transactions' are shown in note 27 to the Company Financial Statements on page 191 of the 2025 Annual Report.
27. Related party transactions
There are no related party transactions other than key management remuneration as disclosed in note 5.
The following detail on staff costs is extracted from note 5 (page 169):
5. Staff costs
The Group considers key management personnel as defined under IAS 24 "Related Party Disclosures" to be the Directors of the Company; this includes Non-Executive Directors, and the heads of the global divisions, major geographic regions and departments who are actively involved in strategic decision-making that make up the Executive Committee (for membership see pages 96 to 97 for further details).
Total emoluments for Executive Directors and other key management personnel were:
Year ended 28 February 2025 £'m | Year ended 29 February 2024 £'m | |
Short-term employee benefits | 5.8 | 6.3 |
Post-employment benefits | 0.2 | 0.2 |
Share-based payment charge | 1.2 | 1.3 |
Total | 7.2 | 7.8 |
The following detail on related parties is extracted from note 46 (page 209):
46. Related parties
Trading transactions
During the year the Company entered into the following transactions and had the following balances with its subsidiaries:
28 February 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. £0.5m provision has been made for doubtful debts in respect of the amounts owed by subsidiaries (2024: £0.5 m).
Key management remuneration is disclosed in note 5.
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Preliminary Results for the year ended 28 February 2025