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Registered number: 01177275









PRH INTERNATIONAL SERVICES LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
COMPANY INFORMATION


Directors
Mark Gardiner 
Thomas Weldon 
Manuel Sansigre Silva (appointed 29 January 2025)




Company secretary
Sinead Martin



Registered number
01177275



Registered office
One Embassy Gardens
8 Viaduct Gardens

London

United Kingdom

SW11 7BW




Independent auditor
Grant Thornton UK LLP

Victoria House

199 Avebury Blvd

Milton Keynes

MK9 1AU





 
PRH INTERNATIONAL SERVICES LIMITED
 

CONTENTS



Page
Directors' report
 
1
Directors' responsibilities statement
 
3
Independent auditor's report
 
4 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10 - 11
Statement of changes in equity
 
12
Notes to the financial statements
 
13 - 29


 
PRH INTERNATIONAL SERVICES 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.

The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemptions of s415A of the Companies Act 2006.

The Company is exempt from the requirement to prepare a Strategic Report under section 414A of the Companies Act 2006.

Principal activities

The principal activity of the Company is that of distribution services. The Company was dormant for the previous period and the first 6 months of the current year.

Results and dividends

The profit for the year, after taxation, amounted to £155,031 (2024 - £NIL).

No dividends were proposed or paid in 2025 (2024 - £NIL). The directors do not propose payment of a final dividend for 2025.

Directors

The directors who served during the year and up to the date of signing the financial statements were:

Mark Gardiner 
Thomas Weldon 
Manuel Sansigre Silva (appointed 29 January 2025)

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

Each of the persons who are directors at the time when this Directors' report is approved has confirmed 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 1

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Small companies note

In preparing this report, the directors have taken the advantage of the small companies exemptions provided by section 415A of the companies Act 2006 

This report was approved by the board on 29 June 2026 and signed on its behalf.
 


Mark Gardiner
Director

Page 2

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing 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 101 ‘Reduced Disclosure Framework’. 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 Company 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 and then apply them consistently;

∙make judgements 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 3

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRH INTERNATIONAL SERVICES LIMITED
 

Opinion


We have audited the financial statements of PRH International Services 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 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 101 ‘Reduced Disclosure Framework’ (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 UK, including the FRC'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.


Page 4

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRH INTERNATIONAL SERVICES LIMITED (CONTINUED)


Conclusions relating to going concern (continued)


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.
 
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 Directors' report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Directors' 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 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 there is 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has 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 Directors’ report.


Page 5

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRH INTERNATIONAL SERVICES LIMITED (CONTINUED)


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. 
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice), the Companies Act 2006 and the relevant tax compliance regulations in the UK.

Page 6

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRH INTERNATIONAL SERVICES LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements (continued)
 

∙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.

∙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 are 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 revenues 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.
Page 7

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRH INTERNATIONAL SERVICES LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements (continued)
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


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

29 June 2026
Page 8

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
        2024
Note
£
£

  

Turnover
 4 
4,340,920
-

Cost of sales
  
(1,809,220)
-

Gross profit
  
2,531,700
-

Administrative expenses
  
(1,827,556)
-

Operating profit
 5 
704,144
-

Interest receivable and similar income
 8 
7,990
-

Interest payable and similar expenses
 9 
(505,428)
-

Profit before tax
  
206,706
-

Tax on profit
 10 
(51,675)
-

Profit for the financial year
  
155,031
-

Other comprehensive income
  
-
-

Total comprehensive income for the year
  
155,031
-

All activities derive from continuing operations.
There were no recognised gains and losses for 2025 other than those included in the statement of comprehensive income.

The notes on pages 13 to 29 form part of these financial statements.

The Company was dormant for the previous period and the first 6 months of the current year.

Page 9

 
PRH INTERNATIONAL SERVICES LIMITED
REGISTERED NUMBER: 01177275

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

  

Fixed assets
  

Tangible assets
 11 
18,169,917
-

  
18,169,917
-

Current assets
  

Debtors: amounts falling due within one year
 13 
4,264,003
100

  
4,264,003
100

Creditors: amounts falling due within one year
 14 
(4,361,826)
-

Net current (liabilities)/assets
  
 
 
(97,823)
 
 
100

Total assets less current liabilities
  
18,072,094
100

  

Creditors: amounts falling due after more than one year
 15 
(15,233,758)
-

  
2,838,336
100

Provisions for liabilities
  

Provisions
 16 
(2,683,205)
-

  
 
 
(2,683,205)
 
 
-

  

Net liabilities
  
155,131
100

Page 10

 
PRH INTERNATIONAL SERVICES LIMITED
REGISTERED NUMBER: 01177275
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Capital and reserves
  

Called up share capital 
 18 
100
100

Profit and loss account
 19 
155,031
-

  
155,131
100


The notes on pages 13 to 29 form part of these financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:


Mark Gardiner
Director

Date: 29 June 2026
Page 11

 
PRH INTERNATIONAL SERVICES 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
-
100
Total comprehensive income for the year
-
-
-



At 1 January 2025
100
-
100


Comprehensive income for the year

Profit for the year
-
155,031
155,031
Total comprehensive income for the year
-
155,031
155,031


At 31 December 2025
100
155,031
155,131


The notes on pages 13 to 29 form part of these financial statements.

Page 12

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The Company is a private company limited by shares and a subsidiary of Penguin Random House Limited, a company registered in the United Kingdom. The Company is domiciled and registered in the United Kingdom. The address of its registered office is One Embassy Gardens, 8 Viaduct Gardens, London, SW11 7BW. The principal activity of the Company is that of distribution services. The Company provides warehousing and distribution services for Penguin Random House US, at the start of the year the entity was dormant and has only traded since the 1 July 2025. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (“UK-adopted IFRS”), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.
The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of the following paragraphs of IAS 1, 'Presentation of financial statements':
   -  10(d) statement of cash flows; 
   -  10(f) statement of financial position as at the beginning of the preceding period when retrospective restatement or reclassifications apply; 
   -  16 statement of compliance with all IFRS; 
   -  38A requirement for minimum of two primary financial statements, including cash flow statements; 
   -  38B, 38C, 38D additional comparative information;
   -  40A, 40B, 40C, 40D requirements to provide additional statements in respect of retrospective restatements and reclassifications;
 
Page 13

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.2
Financial Reporting Standard 101 - reduced disclosure exemptions (continued)


   -  111 statement of cash flows information; and
   -  134 - 136 capital management disclosures.  
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

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.

  
2.3

New standards, amendments and IFRIC interpretations

There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2025 that have had a material impact on the Company’s financial statements.

 
2.4

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 June 2027, has been prepared using the three year plan approved by the Board and takes account of prior trends and expected revenue to be derived 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
Page 14

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.4
Going concern (continued)

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 June 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.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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

Transactions in a currency other than the functional currency (“foreign currency”) 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. Management assess the underlying asset and liability in the transaction to determine the nature of the foreign exchange gains and losses. As this results from operating activities gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Statement of comprehensive income within ‘Administrative expenses’.

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 retranslated 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 under administrative expenses.

Page 15

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or in other comprehensive income, as appropriate.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.  

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combinations, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. 

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. 

 
2.7

Pensions

                    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. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees, the benefits relating to employee service in the current and prior periods.

The Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to an extent that a cash refund or a reduction in the future payments is available.

  
2.8

Revenue

Revenue 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’s activities are described in detail below.

Book warehousing and distribution fees
The Company recognises revenue when performance obligations have been satisfied and for the Company this is when the services have transferred to the customer. Revenue from providing the services is recognised in the accounting period in which the services are rendered.

Page 16

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
3%
Over the term of the lease
Plant and machinery
-
5%
Over a period of between 5 and 15 years
Computer equipment
-
10%
Over 4 years

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.

Assets under construction are not depreciated. External borrowing costs attributable to assets under construction are accounted for under IAS 23 and added to the asset value if material to the company and can be directly attributed to the asset under construction. All other borrowing costs, including those arising through intercompany borrowing are recognised as an expense when incurred.

 
2.10

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Page 17

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.10
Leases (continued)

Lease payments included in the measurement of the lease liability comprise:

∙fixed lease payments (including in-substance fixed payments), less any lease incentives;


The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.9.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

  
2.11

Impairment of non-financial assets

Non-financial assets not ready to use are not subject to amortisation and are tested annually for impairment. 
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. 
For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are largely independent cash inflows (cash-generating units). Prior impairments of non-financial assets are reviewed for possible reversal at each reporting date, if there have been favourable events or changes in circumstances, since the impairment loss was recognised that would indicate that the impairment loss no longer exists or might have decreased.

Page 18

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.12

Financial assets

The Company classifies its financial assets in the following categories:

- Amortised cost
- Fair value through profit or loss (FVTPL) 
- Fair value through other comprehensive income (FVOCI)

The classification depends on the purpose for which the financial assets were acquired i.e. the entity's business model for managing the financial assets and/or the contractual cash flow characteristics of the financial asset. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition these are measured at amortised cost using the effective interest method. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other (expenses)/income together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the profit or loss under ‘net impairment losses on financial and contract assets.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment- by- investment basis. 

All financial assets not classified as measured at amortised cost or FVOCI as described above are
measured at FVTPL. This includes all derivative financial assets.The company does not have any
assets classified at FVOCI nor FVTPL.

  
2.13

Trade debtors and amounts owed by group undertakings

Trade debtors and amounts owed by group undertakings are stated at amortised cost after provision for bad and doubtful debts. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade debtors. To measure the expected credit losses, trade debtors are grouped based on shared credit risk characteristics and the days past due.

Page 19

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.14

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short- term highly liquid investments with original maturities of three months or less, and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

  
2.15

Creditors including amounts owed to group undertakings

Trade creditors and amounts owed to group undertakings are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 20

 
PRH INTERNATIONAL SERVICES 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. 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, no significant judgements were identified that have a material impact on the financial statements.

Key accounting estimates and assumptions

Lease accounting

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

The following factors are normally the most relevant:
∙If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).
∙If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).

Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

See note 12 for the net carrying amount of the lease liability and right-of-use asset.

4.


Revenue

The whole of the revenue is attributable to the Company's principal activity of book warehousing and distribution and arises entirely within the United States of America.

Page 21

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible assets
702,401
-

Auditor's remuneration in the year amounted to £31,930 and this all related to audit services. There were no non-audit services provided in 2024.


6.


Employees

Staff costs were as follows:


2025
2024
£
£

Wages and salaries
1,609,499
-

Social security costs
168,749
-

Staff pension costs
70,150
-

1,848,398
-


All personnel are employed directly by PRH International Services Limited and are engaged wholly in the Company’s principal activities.
The average monthly number of employees legally contracted during the year was 91 (2024: Nil).


7.


Directors' remuneration

The emoluments of the directors are paid by the parent company, The Random House Group Limited, and Penguin Books Limited. Director’s services to the Company and to a number of fellow subsidiaries, and their emoluments, are deemed to be incidental to the services provided to other group companies. Accordingly, there are no emoluments in respect of the directors.





Page 22

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Interest receivable and similar income

2025
2024
£
£


Interest receivable on intercompany cash pooling
7,990
-

7,990
-

Further details regarding cash pooling arrangements are included in note 13.


9.


Interest payable and similar expenses

2025
2024
£
£


Interest on lease liabilities
505,428
-

505,428
-


10.


Tax on profit


2025
2024
£
£

Corporation tax


UK corporation tax on profits for the year
(180,645)
-


(180,645)
-


Total current tax
(180,645)
-

Deferred tax


Origination and reversal of timing differences
232,320
-

Total deferred tax
232,320
-


Tax on profit
51,675
-


Page 23

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
10.Tax on profit (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit before tax
206,706
-


Profit multiplied by standard rate of corporation tax in the UK of 25%
51,675
-


Total tax charge for the year
51,675
-





Page 24

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Tangible fixed assets





Freehold property
Long-term leasehold property
Plant and machinery
Office equipment
Assets under construction
Total

£
£
£
£
£
£



Cost 


At 1 January 2025
-
-
-
-
-
-


Additions
5
17,884,818
575,922
339,581
71,992
18,872,318



At 31 December 2025

5
17,884,818
575,922
339,581
71,992
18,872,318



Depreciation


At 1 January 2025
-
-
-
-
-
-


Charge for the year
5
642,568
22,983
36,844
-
702,400



At 31 December 2025

5
642,568
22,983
36,844
-
702,400



Net book value



At 31 December 2025
-
17,242,250
552,939
302,737
71,992
18,169,918



At 31 December 2024
-
-
-
-
-
-

Assets under construction (AUC) at the year end principally relate to plant and equipment expenditure on projects yet to be completed and delivered at the balance sheet date. On completion the costs are transferred from assets under construction to the appropriate asset group, and depreciated over their useful economic life in accordance with the Company’s accounting policies from this point.

Page 25

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.
Leases

The Company entered into a lease for the Grantham warehouse, with a commencement date of 1 July 2025. The lease was recognised following an intercompany transfer from The Random House Group Limited.

The amounts recognised in the financial statements in relation to the leases are as follows:

Right-of-use assets
 


2025
2024

£
£


Buildings
17,884,818
-


17,884,818
-

Lease liabilities


2025
2024

£
£


Current
107,684
-

Non-current
15,233,758
-


15,341,442
-

Contractual undiscounted cash flows are due as follows:

2025
2024

£
£


Less than one year
820,000
-

Between one and two years
1,400,833
-

Between two and three years
1,640,000
-

Between three and four years
1,640,000
-

Between four and five years
1,640,000

More than five years
13,710,220


Total gross payments
20,851,053
-


Impact of finance expenses
(5,509,611)
-


Carrying amount of liability
15,341,442
-

Page 26

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.
 
Leases (continued)
The total cash outflow for leases during the year was £455,395 (2024: £nil)
The following amounts in respect of leases, where the Company is a lessee, have been recognised in the Statement of comprehensive income:


2025
2024

£
£


Interest expense on buildings lease liabilities
455,395
-

Depreciation - buildings
642,568
-


1,097,963
-


13.


Debtors: amounts falling due within one year

2025
2024
£
£


Trade debtors
56,893
-

Amounts owed by group undertakings
3,798,990
100

Corporation tax
180,644
-

Prepayments and accrued income
227,476
-

4,264,003
100


Amounts owed by group undertakings (excluding amounts owed to Bertelsmann UK Limited) are unsecured and repayable on demand. Included within this is £1,589,276 (2024: £nil) in respect of a cash pooling facility with Bertelsmann UK Limited which is unsecured and has no fixed date of repayment but can be terminated by either party giving three days notice. This amount incurs interest on a monthly basis; the average interest rate received on any cash pooling receivables during the year was 3.78%.


14.


Creditors: amounts falling due within one year

2025
2024
£
£

Other creditors
519
-

Amounts owed to group undertakings
4,060,495
-

Lease liabilities
107,684
-

Accruals
193,128
-

4,361,826
-


Page 27

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Creditors: amounts falling due after more than one year

2025
£

Lease liabilities
15,233,758

15,233,758



16.


Provisions





Dilapidations provision
Deferred tax provision
Redundancy provision
Total

£
£
£
£





Charged to profit or loss
2,336,641
232,320
114,244
2,683,205



At 31 December 2025
2,336,641
232,320
114,244
2,683,205

Dilapidations provision
The Company has provided for the estimated costs associated with restoring the Grantham warehouse to its original condition as specified in the underlying lease agreements. The Company will settle the provision at the end of the lease tenancy and on vacating the property.

Deferred tax provision
The amounts of income taxes payable in future periods in respect of taxable temporary differences. See note 17 for further detail on the Company’s deferred tax assets and liabilities at the balance sheet date.

Redundancy provision
The company has provided for estimated redundancy costs.


17.
Deferred tax assets and liabilies


Movement in recognised deferred tax during the year:
1 January 2025
Income statement movement
31 December 2025

£
£
£


Property plant and equipment
-
(232,320)
(232,320)


-
(232,320)
(232,320)

Deferred tax liabilities are recognised within provisions (note 16).
The deferred tax assets/(liabilities) have been calculated at 25.00%.
There are no unused tax losses or unused tax credits.


Page 28

 
PRH INTERNATIONAL SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Called up share capital

2025
2024
£
£
Allotted, called up and fully paid



2025: 100 (2024 - 100 ) Ordinary shares of £1 each
100
100

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.


19.


Reserves

Called up share capital

The called up share capital account records the nominal value of shares issued.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses. All reserves in respect of profit and loss are distributable reserves.


20.


Contingent liabilities

Following the commencement of the lease for the Trent Road site, "Grantham warehouse", a potential obligation arose in respect of the repair of the warehouse roof. At the balance sheet date, no provision was recognized. This was firstly due to the absence of a reliable estimate of the cost and scope of the works, but also because it had not been determined which Group entity would have the present obligation to settle the liability. Accordingly, while circumstances gave rise to a constructive obligation, the recognition criteria for a provision under IAS 37 were not fully met.

In April 2026, the Company entered into a letter of intent to undertake the works, thereby confirming that PRH International Services Limited has the present obligation. At this point, management was able to make a reliable estimate of the expenditure required to settle the obligation. The total cost of the project is estimated to be approximately £2,500,000, with an expected reimbursement of £1,000,000 to be received by the Company from the landlord.


21.


Controlling parties

The Company's immediate parent company is Penguin Random House Limited (“PRHL”). The Company’s ultimate parent company 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 29