Caseware UK (AP4) 2025.0.111 2025.0.111 2025-12-31 2025-12-31 false true 2025-01-01 false 35 creates books, card decks, audios and online digital products 35 04567610 2025-12-31 04567610 2025-01-01 2025-12-31 04567610 2024-01-01 2024-12-31 04567610 2024-12-31 04567610 2024-01-01 04567610 5 2025-01-01 2025-12-31 04567610 5 2024-01-01 2024-12-31 04567610 d:Director1 2025-01-01 2025-12-31 04567610 d:Director2 2025-01-01 2025-12-31 04567610 d:RegisteredOffice 2025-01-01 2025-12-31 04567610 e:Buildings e:LongLeaseholdAssets 2025-01-01 2025-12-31 04567610 e:Buildings e:LongLeaseholdAssets 2025-12-31 04567610 e:Buildings e:LongLeaseholdAssets 2024-12-31 04567610 e:Buildings e:ShortLeaseholdAssets 2025-01-01 2025-12-31 04567610 e:MotorVehicles 2025-01-01 2025-12-31 04567610 e:FurnitureFittings 2025-01-01 2025-12-31 04567610 e:FurnitureFittings 2025-12-31 04567610 e:FurnitureFittings 2024-12-31 04567610 e:FurnitureFittings e:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 04567610 e:ComputerEquipment 2025-01-01 2025-12-31 04567610 e:ComputerEquipment 2025-12-31 04567610 e:ComputerEquipment 2024-12-31 04567610 e:ComputerEquipment e:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 04567610 e:OtherPropertyPlantEquipment 2025-01-01 2025-12-31 04567610 e:OtherPropertyPlantEquipment 2025-12-31 04567610 e:OtherPropertyPlantEquipment 2024-12-31 04567610 e:OtherPropertyPlantEquipment e:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 04567610 e:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 04567610 e:CurrentFinancialInstruments 2025-12-31 04567610 e:CurrentFinancialInstruments 2024-12-31 04567610 e:CurrentFinancialInstruments 5 2025-12-31 04567610 e:CurrentFinancialInstruments 5 2024-12-31 04567610 e:CurrentFinancialInstruments e:WithinOneYear 2025-12-31 04567610 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 04567610 e:ReportableOperatingSegment1 2025-01-01 2025-12-31 04567610 e:ReportableOperatingSegment1 2024-01-01 2024-12-31 04567610 e:ReportableOperatingSegment2 2025-01-01 2025-12-31 04567610 e:ReportableOperatingSegment2 2024-01-01 2024-12-31 04567610 e:ReportableOperatingSegment3 2025-01-01 2025-12-31 04567610 e:ReportableOperatingSegment3 2024-01-01 2024-12-31 04567610 f:UnitedKingdom 2025-01-01 2025-12-31 04567610 f:UnitedKingdom 2024-01-01 2024-12-31 04567610 f:RestEuropeOutsideUK 2025-01-01 2025-12-31 04567610 f:RestEuropeOutsideUK 2024-01-01 2024-12-31 04567610 f:RestWorldOutsideUK 2025-01-01 2025-12-31 04567610 f:RestWorldOutsideUK 2024-01-01 2024-12-31 04567610 e:UKTax 2025-01-01 2025-12-31 04567610 e:UKTax 2024-01-01 2024-12-31 04567610 e:ForeignTax 2025-01-01 2025-12-31 04567610 e:ForeignTax 2024-01-01 2024-12-31 04567610 e:ShareCapital 2025-01-01 2025-12-31 04567610 e:ShareCapital 2025-12-31 04567610 e:ShareCapital 2024-01-01 2024-12-31 04567610 e:ShareCapital 2024-12-31 04567610 e:ShareCapital 2024-01-01 04567610 e:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 04567610 e:RetainedEarningsAccumulatedLosses 2025-12-31 04567610 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 04567610 e:RetainedEarningsAccumulatedLosses 2024-12-31 04567610 e:RetainedEarningsAccumulatedLosses 2024-01-01 04567610 e:AcceleratedTaxDepreciationDeferredTax 2025-12-31 04567610 e:AcceleratedTaxDepreciationDeferredTax 2024-12-31 04567610 e:TaxLossesCarry-forwardsDeferredTax 2025-12-31 04567610 e:TaxLossesCarry-forwardsDeferredTax 2024-12-31 04567610 d:OrdinaryShareClass1 2025-01-01 2025-12-31 04567610 d:OrdinaryShareClass1 2025-12-31 04567610 d:OrdinaryShareClass1 2024-12-31 04567610 d:FRS102 2025-01-01 2025-12-31 04567610 d:Audited 2025-01-01 2025-12-31 04567610 d:FullAccounts 2025-01-01 2025-12-31 04567610 d:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 04567610 e:WithinOneYear 2025-12-31 04567610 e:WithinOneYear 2024-12-31 04567610 e:BetweenOneFiveYears 2025-12-31 04567610 e:BetweenOneFiveYears 2024-12-31 04567610 2 2025-01-01 2025-12-31 04567610 g:PoundSterling 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 04567610 HAY HOUSE UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
HAY HOUSE UK LIMITED COMPANY INFORMATION
Directors | M Pilley
| M Sansigre
Registered number | 04567610
Registered office | Crawford Corner, 1st Floor
| 91 - 93 Baker Street
| London
| W1U 6QQ
Independent auditor | Grant Thornton UK LLP
| Victoria House
| 199 Avebury Boulevard
| Milton Keynes
| MK9 1AU
HAY HOUSE UK LIMITED CONTENTS
| Page
Strategic Report | 1 - 4
Directors' Report | 5 - 7
Directors' Responsibilities Statement | 8
Independent Auditor's Report | 9 - 13
Statement of Comprehensive Income | 14
Balance Sheet | 15
Statement of Changes in Equity | 16
Notes to the Financial Statements | 17 - 34
HAY HOUSE UK LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Introduction The directors present their Strategic Report for Hay House UK Limited (the "Company”) for the year ended 31 December 2025.
Principal Activities
The Company is a wholly owned subsidiary of Penguin Random House Limited (“PRHL”), a company registered in the United Kingdom. The Company is domiciled and registered in the United Kingdom. The principal activity of the Company is creating books, card decks, audios and online digital products that are sold in English and translated editions throughout the world.
Business review
The Company’s turnover for the year was £15,553,421, which was 57.2% higher compared to the prior year (2024: £9,891,298). Operating profit for the year increased by £3,021,923 to a profit of £2,897,476 from a £124,447 loss in 2024. The gross profit margin was 41.5% (2024: 30.7%). The Company saw an increase in profit after taxation on the prior year. The Company's profit for the financial year after taxation was £2,021,674 (2024: £23,984 loss). The increase in profit was mainly driven by the strong performance of the 'Let Them Theory' title. At the balance sheet date, the Company had net assets of £4,389,780, an increase of 14.8% on the prior year (2024: £3,868,106).
Key performance indicators
All financial key performance indicators were in line with expectations and reflect the company's activities during the year.
|  | 2025 | 2024
| Turnover | £15,553,421 | £9,891,298
| Gross Profit Margin | 41.5% | 30.7%
| Operating Profit/(Loss) | £2,897,476 | £(124,447)
The KPIs are in line with forecast expectations. Detailed explanations for the year on year movements are included in the business review section. Management makes use of certain alternative performance measures (APMs) that are non-UK GAAP measures. The Board uses these to assess performance of the Company and considers them to provide useful supplementary information to the statutory results. The Board does not consider APMs to be more relevant or reliable than UK GAAP measures and notes that their definition and basis of calculation may differ from other companies. Page 1
HAY HOUSE UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
The Company's operations expose it to a variety of commercial and financial risks. The Company is subject to risk management procedures and an annual risk assessment implemented by the ultimate parent Company, Bertelsmann SE & Co KGaA. The Company has procedures in place to make the directors aware of the various risks to the Company’s business. The risks are monitored and reported to management. Commercial risk The changing book market and particularly the transition to digital is creating both challenges and opportunities for the Company, notably regarding the latter in terms of new markets and sales channels. The Company is facing increased pressure on margins. Other risks arise from the entry of non-traditional publishers into the market, the decline in retail space in high street bookshops and economic uncertainty. The continuing uncertainty in the global economy and high level of inflation in the UK presents ongoing pressure on costs and margins. The Company actively monitors market trends and these are incorporated into the detailed commercial plans of the business. Price risk The Company is exposed to commodity price risk as a result of its operations. The directors regularly review the appropriateness of commodity purchasing policies, particularly in the event of changes to the size or nature of the Company's operations in an attempt to mitigate the risk. Credit risk The Company may offer credit terms to its customers which allow payment of the debt after delivery of the goods. The Company is at risk to the extent that a customer may be unable to pay the debt on the specified due date. The Company has mitigated this risk of payment default by implementing policies which ensure that appropriate checks on potential customers are performed before credit terms are granted. Where a customer or group of customers is assessed to have a higher risk profile, these are included within the Company's credit insurance programme. Liquidity and cash flow risk The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Company expects to meet its financial obligations through operating cash flows. The Company’s results, including cash flows, are reviewed by the Board on a monthly basis. Risks are further mitigated by the cash pooling arrangements in place across the Bertelsmann group, which ensures funds are available to the Company to meet all liabilities as and when they fall due. Foreign exchange risk The Company is exposed to currency exchange rate risk due to a proportion of its trade receivables, and trade payables for purchases of inventories, being denominated in non-sterling currencies. The net exposure of each currency is monitored by management, and appropriate actions taken where material risks are identified. Page 2
HAY HOUSE UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors’ section 172 statement
The directors of the Company must act in accordance with a set of general duties, as detailed in section 172 of the UK Companies Act 2006, summarised as follows: A director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: • the likely consequences of any decisions in the long-term; • the interest 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 environment; • the desirability of the Company maintaining a reputation for high standards of business conduct; and • the need to act fairly as between the shareholders of the Company Examples of how the Directors have oversight of these stakeholder matters are included throughout the Strategic and Director’s report as well as set out specifically below. Long- term decision making The Board operates a structured governance model which supports the Company in ensuring that decisions are considered, documented and reported upon, and in alignment with its strategic plans. Detailed budgets and forecasts are prepared which enable the Board to track performance and ensure that it is as expected, or that mitigating steps are taken to deliver performance in line with, or close to, expectations. The Board and senior management personnel operate within this structure, with the aim of promoting the success of the Company and delivering long- term shareholder value. The Board is presented with regular board packs and other information that it needs to fulfil its responsibilities. During the period at Board meetings the Board have discussed and made decisions on a number of specific issues including business priorities and strategy, capital investment, and the ongoing management of the current economic situation. The interest of the Company's employees The Board recognises that employees are central to the long-term success of the Company. The Company systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, and providing forums and communication routes so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the Company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Company, plays a major role in maintaining its prosperity. The Company also regularly informs staff and staff representatives of Company updates and activities to keep them informed of the Company’s progress and performance. The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or sexual orientation as well as providing various employee networks to support the diverse and inclusive culture of the Company. All staff receive regular performance reviews as well as opportunities for learning to support the development of all employees’ careers. This includes training programs and secondment opportunities for staff. Page 3
HAY HOUSE UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Engagement with customers, suppliers and other stakeholders The directors appreciate the importance of fostering business relationships with key stakeholders, such as customers and suppliers, and focus on the maintenance and growth of these relationships in their decision making and strategic planning. The Company employs dedicated relationship managers to foster these relationships which also ensures the Board has a high degree of visibility to take stakeholder considerations into account. Community impact and customer relations The Board ensures significant consideration is given to the impact of the Company’s operations on the community and their customers in their decision-making. The Company’s approach is to use its position of strength to ensure it is an asset to the communities and people with which it interacts. The Company aim to provide everyone with equal access to books, working with a range of organisations to allow the opportunity to read as many books as possible. As part of this, the Company actively invest in young people, partnering with schools and local community projects to nurture and create readers for the future. Environmental sustainability The Company’s leadership team ensure environmental issues are managed effectively and considered in the strategic decisions of the Company. The Company strives to create positive change in reducing the environmental impact of its businesses whilst maintaining effective and continuing business practices. As part of the environmental strategy, the Bertelsmann group aims to be climate neutral by 2030. High standards of business conduct The Company has a Code of Conduct setting out the behaviours and values expected of all of our employees, which is communicated to all colleagues. Company processes ensure the Board and management are continually updated on the operation of the code and an independent whistleblowing service enables employee and third parties to anonymously raise concerns. Through its oversight and monitoring role, the Board requires all of our people to work to the highest standards of business conduct. Shareholders The Board recognises the importance of regular and open dialogue with the shareholders and the need to ensure the strategy and goals of the Company are effectively communicated to them. Feedback on these plans and objectives is welcomed by the directors and major business decisions are made closely and with the approval of the shareholders. General The Company is presenting the financial statements in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". This report was approved by the board on 31 July 2026 and signed on its behalf.
M Pilley Director
Page 4
HAY HOUSE UK LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The profit for the year, after taxation, amounted to £2,021,674 (2024 - loss £23,984). The Company paid dividends of £1,500,000 (2024 - £nil) during the year.
Directors
The directors who served during the year and up to the date of signing the financial statements were:
M Pilley
M Sansigre
Future developments
The Company will continue to seek suitable publishing opportunities to ensure growth. The directors do not anticipate any significant changes in the activities of the Company. Going concern In preparing these financial statements, the directors have assessed the ability of the Company to continue to operate for a period of at least twelve months from the date of signing the financial statements. The Company has undertaken a risk assessment and forecasting exercise to assess the Company’s liquidity position. The forecast for the going concern period being to 30 September 2027, has been prepared using the three year plan approved by the Board and takes account of prior trends and expected titles to be published in the future, and key cost drivers such as commodity prices and inflation. For the purposes of the Company’s going concern assessment, the directors have performed sensitivity analysis on cashflows based on unforeseen changes in demand and the potential impact of increased inflationary pressures. In addition, reverse stress testing has been performed to establish the levels of performance where cash availability would be breached. The results of the analysis demonstrated that there was sufficient cash availability within the current intra group cash pooling facility to deal with all of the identified plausible scenarios. The forecast is dependent on the group cash pooling facility being available for the going concern period and Bertelsmann UK Limited not seeking repayment of the amounts currently due. The directors have assessed the terms of the facility and note that they state that it can be terminated by either party with three days notice and, therefore, the Company has received written confirmation from Bertelsmann UK Limited that it will not seek repayment of the amounts due at any time within the forecast going concern period and that the cash pooling facility will be available throughout on the same terms. In addition to this, Bertelsmann SE Co. KGaA have provided written confirmation to Bertelsmann UK Limited that it will provide the necessary funds it requires throughout the going concern period and that it will honour the terms of the cash pooling facility which expires on 31 December 2026 until a minimum of 30 September 2027. Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed and the written confirmation of support from Bertelsmann UK Limited and Bertelsmann SE Co. KGaA, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Page 5
HAY HOUSE UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Engagement with employees
The Company systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the Company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Company plays a major role in maintaining its prosperity. The Company encourages the involvement of employees by means of regular meetings with staff and staff representatives to keep them informed of the Company’s progress. The Company operates a pension scheme for which all employees are eligible. The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or sexual orientation. The Company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Company. If members of staff become disabled the Company continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.
Matters covered in the Strategic Report
Details on engagement with customers, suppliers and other stakeholders, and financial risk management policy sections are not included within the Directors Report as they are considered to be of strategic importance to the Company and, as allowed under the Companies Act 2006 s.414C(11), they have instead been included in the Strategic Report. Streamlined energy and carbon reporting (SECR) The Company has not disclosed information in respect of greenhouse gas emissions and energy consumption as it satisfies the thresholds for exemption and its energy consumption in the United Kingdom is less than 40,000kWh for the year.
Disclosure of information to auditor
The directors' confirm that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 6
HAY HOUSE UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the board on 31 July 2026 and signed on its behalf.
M Pilley Director
Page 7
HAY HOUSE UK LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 8
HAY HOUSE UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAY HOUSE UK LIMITED
Opinion
We have audited the financial statements of Hay House UK Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion: ∙the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙the financial statements 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard 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
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern. In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as the cost of living crisis impacting consumer spending patterns and the impact of worldwide events such as the Middle East conflict, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 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 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. Page 9
HAY HOUSE UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAY HOUSE UK LIMITED (CONTINUED) Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report and financial statements, other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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 course of 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 this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. Matters on which we are required to report by exception 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements 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. Page 10
HAY HOUSE UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAY HOUSE UK LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: ∙We obtained an understanding of the legal and regulatory frameworks applicable to the Company and industry in which it operates through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the following laws and regulations were most significant: United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice), the Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we concluded that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as health and safety and employee matters. ∙We enquired of management concerning the Company's policies and procedures relating to: ∙the identification, evaluation and compliance with laws and regulations ∙the detection and response to the risks of fraud; and ∙the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations. ∙We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud. Page 11
HAY HOUSE UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAY HOUSE UK LIMITED (CONTINUED) ∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included: ∙identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; ∙challenging assumptions and judgements made by management in its significant accounting estimates; ∙identifying and testing journal entries, in particular journal entries posted with unusual account combinations that increased turnover or that reduced costs in the Statement of comprehensive income; and ∙assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item. ∙In addition, we completed audit procedures to conclude on the compliance of disclosures in the Annual report and financial statements with applicable financial reporting requirements. ∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; ∙It is the engagement director’s assessment that the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment of the appropriateness of the collective capabilities of the engagement team included consideration of the engagement team’s understanding and experience of, and practical experience with, engagements of a similar nature and complexity, including appropriate training. ∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 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. Page 12
HAY HOUSE UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAY HOUSE UK LIMITED (CONTINUED)
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. Abigail Towers Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Milton Keynes 31 July 2026 Page 13
HAY HOUSE UK LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 15,553,421 | 9,891,298
Cost of sales |  | (9,103,782) | (6,851,225)
Gross profit |  | 6,449,639 | 3,040,073
Administrative expenses |  | (4,075,667) | (3,646,714)
Other operating income |  | 523,504 | 482,194
Operating profit/(loss) | 5 | 2,897,476 | (124,447)
Interest receivable and similar income | 9 | 23,564 | 1,571
Interest payable and similar expenses | 10 | (50) | (21,952)
Profit/(loss) before tax |  | 2,920,990 | (144,828)
Tax on profit/(loss) | 11 | (899,316) | 120,844
Profit/(loss) for the financial year |  | 2,021,674 | (23,984)
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£nil).
The notes on pages 17 to 34 form part of these financial statements.
Page 14
HAY HOUSE UK LIMITED REGISTERED NUMBER: 04567610 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 81,889 |  | 96,590
|  |  | 81,889 |  | 96,590
Current assets |  |  |  |  |
Stocks | 13 | 944,888 |  | 711,245 |
Debtors: amounts falling due within one year | 14 | 8,406,863 |  | 6,673,698 |
Cash at bank and in hand | 15 | 333,126 |  | 517,750 |
|  | 9,684,877 |  | 7,902,693 |
Creditors: amounts falling due within one year | 16 | (5,376,986) |  | (4,131,177) |
Net current assets |  |  | 4,307,891 |  | 3,771,516
Total assets less current liabilities |  |  | 4,389,780 |  | 3,868,106
Net assets |  |  | 4,389,780 |  | 3,868,106
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 100 |  | 100
Profit and loss account | 19 |  | 4,389,680 |  | 3,868,006
|  |  | 4,389,780 |  | 3,868,106
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 July 2026.
M Pilley
Director
The notes on pages 17 to 34 form part of these financial statements. Page 15
HAY HOUSE UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 100 | 3,891,990 | 3,892,090
Comprehensive income for the year |  |  |
Loss for the year | - | (23,984) | (23,984)
Total comprehensive income for the year | - | (23,984) | (23,984)
At 1 January 2025 | 100 | 3,868,006 | 3,868,106
Comprehensive income for the year |  |  |
Profit for the year | - | 2,021,674 | 2,021,674
Total comprehensive income for the year | - | 2,021,674 | 2,021,674
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (1,500,000) | (1,500,000)
At 31 December 2025 | 100 | 4,389,680 | 4,389,780
| The notes on pages 17 to 34 form part of these financial statements.
Page 16
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Hay House UK Limited ("the Company") is a private company limited by shares, incorporated in the United Kingdom. The Company is UK domiciled and registered in England and Wales. Its registered office is Crawford Corner, 1st Floor, 91-93 Baker Street, London, W1U 6QQ, United Kingdom. Company number 04567610. The principal activity of the Company is creating books, card decks, audios and online digital products that are sold in English and translated editions throughout the world. 2.Accounting policies
| 2.1 | Basis of preparation of individual entity financial statements
The financial statements have been prepared on a going concern basis, under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
In preparing these financial statements, the directors have assessed the ability of the Company to continue to operate for a period of at least twelve months from the date of signing the financial statements. The Company has undertaken a risk assessment and forecasting exercise to assess the Company’s liquidity position. The forecast for the going concern period being to 30 September 2027, has been prepared using the three year plan approved by the Board and takes account of prior trends and expected titles to be published in the future, and key cost drivers such as commodity prices and inflation. For the purposes of the Company’s going concern assessment, the directors have performed sensitivity analysis on cashflows based on unforeseen changes in demand and the potential impact of increased inflationary pressures. In addition, reverse stress testing has been performed to establish the levels of performance where cash availability would be breached. The results of the analysis demonstrated that there was sufficient cash availability within the current intra group cash pooling facility to deal with all of the identified plausible scenarios. The forecast is dependent on the group cash pooling facility being available for the going concern period and Bertelsmann UK Limited not seeking repayment of the amounts currently due. The directors have assessed the terms of the facility and note that they state that it can be terminated by either party with three days notice and, therefore, the Company has received written confirmation from Bertelsmann UK Limited that it will not seek repayment of the amounts due at any time within the forecast going concern period and that the cash pooling facility will be available throughout on the same terms. In addition to this, Bertelsmann SE Co. KGaA have provided written confirmation to Bertelsmann UK Limited that it will provide the necessary funds it requires throughout the going concern period and that it will honour the terms of the cash pooling facility which expires on 31 December 2026 until a minimum of 30 September 2027. Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed and the written confirmation of support from Bertelsmann UK Limited and Bertelsmann SE Co. KGaA, the directors have a reasonable expectation that the Company has Page 17
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.2 | Going concern (continued)
adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 2.3 | Financial reporting standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following exemptions: ∙from preparing a statement of cash flows, on the basis that its ultimate parent Company, Bertelsmann SE & Co KGaA, has prepared consolidated financial statements which are publicly available and included the Company’s cash flows in its consolidated cash flow statement; ∙from disclosing related party transactions entered into between two or more members of a group, as required by FRS 102 paragraph 33.1A ∙certain financial instruments disclosures, required under FRS 102 paragraphs, 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A, as the information is provided in the consolidated Bertelsmann SE & Co KGaA financial statements in which the Company is consolidated; and ∙from reconciling the number of shares outstanding at the beginning and end of the period. ∙from disclosing the Company key management personnel compensation, as required by FRS 102 paragraph 33.7. This information is included in the consolidated financial statements of Bertelsmann SE & Co KGaA as at 31 December 2025 and these financial statements may be obtained from Bertelsmann SE & Co KGaA, Corporate Communications, Carl Bertelsmann Strasse 270, Postfach 111, D-33311 Gütersloh, Germany.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP and all values are rounded to the nearest pound (£) except when otherwise stated. Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in pound sterling, which is also the functional currency of the Company. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Page 18
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation (continued)
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are re-translated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income within 'Administrative expenses'.
| 2.5 | Turnover
Turnover is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The Company recognises turnover when the risks and rewards from sales of books have transferred to the customer and the customer has control of these. The Company’s activities are described in detail below. The Company bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Sale of books Turnover from the sale of books is recognised at the point in time when the significant risk and reward transfer and the goods are delivered. A liability for anticipated returns is made based primarily on historical return rates. If these estimates do not reflect actual returns in future periods, then turnover could be understated or overstated for a particular period. This estimate of anticipated returns is recognised in creditors in the balance sheet. Digital sales Turnover from the sale of Ebooks and audio sales are recognised at a point in time when the content is delivered. This is commonly when the customer has access to the download and a present right to payment occurs. Income from subrights Turnover from licensing and subrights, including film, overseas and electronic, is recognised at the point in time when the associated material is transferred. An assessment is made on each contract to assess whether the customer receives a right to access or use the Company’s intellectual property. Where the recognition period is deemed over time, an appropriate recognition framework is created based on the consumption and provision of the goods or service in question. For related sales-based royalties from licences of Company’s intellectual property, the income is recognised as the subsequent sale occurs. Where the third party sales information is not readily available at the reporting date, an estimation is made based on the information available to hand. An adjusting post balance sheet adjustment is made where subsequent information is received post year end but before the date of approval of the financial statements. Page 19
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Royalty advances
Advances of royalties paid to authors are included within debtors and are recognised once a signature advance has been paid or manuscript has been accepted or marked as future accepted on the title. Advances of royalties paid to authors under licensing agreements are recognised based on the related performance obligation identified in the contract. Where the advance is not linked to any further obligations by the proprietor, the advance is recognised upon signing of the contract or a specific date identified in the contract. Advances are presented at their net realisable value, being the advance less any write down or valuation allowance. Management apply judgement in their bi-annual assessment to unpublished books as to whether the book will sustain economic loss based on the future projections of revenues and associated costs. For published titles, a quarterly assessment determines whether the unearned royalty advances of a particular title is recoverable based on the projected future sales of the title and the related royalty income. The royalty advances are amortised over a 24 month period, future author payments are then expensed at the contracted or effective royalty rate as the related turnover is earned.
| 2.7 | Other operating income
Other operating income consists of income not directly related to the Company's principal activity in relation to the publication of books. It mainly comprises of the management recharge of administrative, distribution and other operating expenses incurred by the Company on behalf of other group undertakings. It is recognised at a point in time that the services are provided in accordance with the relevant performance obligation.
| 2.8 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.9 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.10 | Interest payable and similar expenses
Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 20
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Pensions
The Company provides a range of benefits to employees, including discretionary bonus arrangements, paid holiday arrangements and defined contribution pension plans. Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds. Short term benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.
| 2.12 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 21
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold | - | 18% | straight line
|  |  |  | Website | - | 33% | straight line
|  |  |  | Fixtures and fittings | - | 25% | reducing balance
|  |  |  | Computer equipment | - | 25% | reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Stocks
Stocks comprise of finished good and are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 22
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 23
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources as well as the amounts reported for turnover and expenses during the period. The estimates, underlying assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, however, there are no significant accounting judgments in this entity. Key accounting estimates and assumptions (i) Advances Advances of royalties paid to authors are recognised upon the payment of signature advance or upon the acceptance of the manuscript on the title. Unpublished titles: In the case of advances on books not yet published, management may anticipate that the book may sustain an economic loss. The significant titles when unpublished are assessed twice a year for onerous losses, and provisions on a contract level are created as per Section 27 FRS 102. The realisable value of royalty advances relies on a degree of management judgement in determining the profitability of individual author contracts. The recoverability of royalty advances is based upon a detailed management review of the age of the advance, the future sales projections for new authors and prior sales history of repeat authors. Future sales projections are normally up to one year for domestic sales and up to two years for international sales, and for licensing agreements, varies as per the terms of the agreement. The carrying amount of royalty advances on unpublished titles, net of provisions are included in advance royalties, see note 14 for reference. Published titles: Upon publication, the realisable value for significant titles will then be adjusted on a title by title basis for the recoverability of the unearned royalty advances on a quarterly basis i.e. advance paid less royalty earnings and subrights income, based on anticipated future sales of the titles. The royalty advance is expensed at the contracted or effective royalty rate as the related turnover is earned. The carrying amount of royalty advances (net of provision) are included in advance royalties, see note 14 for reference. (ii) Returns liabilities The Company has agreements in place to allow customers to return books. As a result the Company makes an estimate of future returns based on a two year historical review, the ageing of sales and business experience. This liability is within accruals and the value at the year end was £229,439 (2024: £204,337). (iii) Stocks provisioning The Company publishes books and is subject to changing customer demands. As a result it is necessary to consider the recoverability of the cost of stock. When calculating the stock provision, management considers the ageing of the stock as well as predicted future sales based on historical sales data. see note 13 for reference. Page 24
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sales of books | 11,006,546 | 6,672,167
| Digital sales | 2,004,569 | 1,109,095
| Income from subrights | 2,542,306 | 2,110,036
|  | 15,553,421 | 9,891,298
Analysis of turnover by country of destination:
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 10,182,465 | 5,586,069
| Rest of World | 10,303 | 141,031
| Europe | 1,259,878 | 616,528
| North America | 1,728,765 | 2,567,392
| Africa | 281,656 | 35,224
| Oceania | 909,628 | 119,868
| Asia | 1,180,726 | 825,186
|  | 15,553,421 | 9,891,298
| The Company has restated the prior year revenue disclosure in order to disaggregate by destination.
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating leases | 194,360 | 170,047
| Depreciation | 41,963 | 15,887
| Foreign exchange differences | (405) | (9,622)
Page 25
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 52,346 | 82,221
7. | Employees
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 2,692,171 | 2,199,400
| Social security costs | 344,488 | 211,300
| Cost of defined contribution scheme | 158,711 | 142,130
|  | 3,195,370 | 2,552,830
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management and administration | 5 | 5
|  | Production and editorial | 15 | 15
|  | Sales and marketing | 12 | 12
|  | Foreign rights | 3 | 3
|  |  | 35 | 35
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Aggregate emoluments | 335,459 | 240,192
| Company contributions to defined contribution pension schemes | 15,180 | 14,815
|  | 350,639 | 255,007
Page 26
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable on intercompany cash pooling | 23,564 | -
| Other interest receivable | - | 1,571
|  | 23,564 | 1,571
| Further details regarding cash pooling arrangements are included in note 14.
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 50 | 16
| Interest payable on intercompany cash pooling | - | 21,936
|  | 50 | 21,952
| Further details regarding cash pooling arrangements are included in note 14.
Page 27
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on loss/profit for the year | 691,196 | (10,658)
| Adjustments in respect of previous periods | 157,826 | -
|  | 849,022 | (10,658)
| Double taxation relief | (47,638) | (89,384)
|  | 801,384 | (100,042)
| Foreign tax |  |
| Foreign tax on income for the year | 59,547 | 111,730
|  | 59,547 | 111,730
| Total current tax | 860,931 | 11,688
| Deferred tax |  |
| Origination and reversal of timing differences | 47,340 | (14,201)
| Adjustments in respect of previous years | (8,955) | (118,331)
| Total deferred tax | 38,385 | (132,532)
| Tax on profit/(loss) | 899,316 | (120,844)
Page 28
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 2,920,990 | (144,828)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 730,248 | (36,206)
| Effects of: |  |
| Expenses not deductible for tax purposes | 8,288 | 11,347
| Withholding tax not creditable | 11,909 | 22,346
| Adjustments in respect of prior years - current tax | 157,826 | -
| Adjustments in respect of prior years - deferred tax | (8,955) | (118,331)
| Total tax (credit)/charge for the year | 899,316 | (120,844)
Page 29
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Short leasehold | Fixtures and fittings | Computer equipment | Website | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 125,601 | 45,788 | 104,594 | 48,625 | 324,608
| Additions | - | - | 27,262 | - | 27,262
| At 31 December 2025 | 125,601 | 45,788 | 131,856 | 48,625 | 351,870
| Depreciation |  |  |  |  |
| At 1 January 2025 | 71,464 | 30,501 | 77,428 | 48,625 | 228,018
| Charge for the year on owned assets | 23,629 | 7,132 | 11,202 | - | 41,963
| At 31 December 2025 | 95,093 | 37,633 | 88,630 | 48,625 | 269,981
| Net book value |  |  |  |  |
| At 31 December 2025 | 30,508 | 8,155 | 43,226 | - | 81,889
| At 31 December 2024 | 54,137 | 15,287 | 27,166 | - | 96,590
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods | 944,888 | 711,245
|  | 944,888 | 711,245
| There is no significant difference between the replacement cost of stocks and their carrying amount. Stocks are stated after provision for slow moving stock of £180,003 (2024: £384,857). The impairment charge is recognised in cost of sales. No stocks have been pledged as security for liabilities.
Page 30
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,765,845 | 247,824
| Amounts owed by group undertakings | 1,961,342 | 3,637,461
| Other debtors | 113,336 | 99,479
| Prepayments and accrued income | 1,174,618 | 935,721
| Advance royalties | 2,303,366 | 1,626,473
| Deferred taxation | 88,356 | 126,740
|  | 8,406,863 | 6,673,698
| Amounts owed by group undertakings (excluding amounts owed by Bertelsmann UK Limited) are unsecured and repayable on demand. Included within this is £1,011,635 (2024: £906,022 creditor) owed from Bertelsmann UK Limited in respect of a cash pooling facility of £2,500,000 which is unsecured and has no fixed repayment date but can be terminated by either party with three days notice. An average interest rate of 4.04% (2024: 4.85%) was received on cash pooling balances due to the Company, and a rate of 5.71% (2024: 6.52%) was incurred on any balances payable by the Company. The total debtors balance is stated after provision for impairment of £10,049 (2024: £nil). Advance royalties are stated after amortisation of £894,146 (2024: £609,602). Advance royalties are stated after a provision of £333,131 (2024: £333,606).
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 333,126 | 517,750
|  | 333,126 | 517,750
Page 31
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 755,601 | 452,705
| Amounts owed to group companies | 648,962 | 1,484,312
| Corporation tax | 643,559 | 79,776
| Other taxation and social security | 62,874 | 53,808
| Other creditors | 17,094 | 8,147
| Accruals and deferred income | 1,301,036 | 1,038,144
| Royalty creditors | 1,947,860 | 1,014,285
|  | 5,376,986 | 4,131,177
| Amounts owed to group undertakings (excluding amounts owed to Bertelsmann UK Limited) are unsecured and repayable on demand.
17. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 126,740 | (5,792)
| Charged to profit or loss | (38,384) | 132,532
| At end of year | 88,356 | 126,740
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Property, plant and equipment | (14,005) | (20,507)
| Provisions | 102,361 | 147,247
|  | 88,356 | 126,740
| Deferred tax assets are recognised within debtors (note 14). The deferred tax assets have been calculated at 25.00%. There are no unused tax losses or unused tax credits.
Page 32
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2024 - 100) Ordinary shares of £1.00 each | 100 | 100
| There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
19. | Reserves
Profit and loss account The profit and loss account represents cumulative profits and losses of the Company minus any dividends paid.
20. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 199,039 | 199,039
| Later than 1 year and not later than 5 years | 405,144 | 604,183
|  | 604,183 | 803,222
| During the year, the Company expensed operating lease costs through the Statement of Comprehensive Income of £194,360 (2024: £170,047).
21. | Related party transactions
| As the Company is a wholly owned subsidiary of Penguin Random House Limited ("PRHL"), the Company is exempt from the requirement, under paragraph 33.1A of FRS 102, to disclose transactions with entities that are wholly owned by PRHL. The Company has taken advantage of this exemption.
Page 33
HAY HOUSE UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Controlling party
The Company's immediate parent company is Penguin Random House Limited (“PRHL”). The Company’s ultimate controlling party is Bertelsmann SE & Co KGaA, which is incorporated in Germany. Copies of Bertelsmann SE & Co KGaA’s consolidated financial statements (the smallest and largest financial statements in which the Company is consolidated) can be obtained from: Bertelsmann SE & Co KGaA Corporate Communications Carl Bertelsmann Strasse 270 33311 Gütersloh, Germany
Page 34