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Registered number: 02621654









VIRGIN BOOKS LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
VIRGIN BOOKS LIMITED
 
 
COMPANY INFORMATION


Directors
Mark Gardiner 
Thomas Weldon 




Company secretary
Sinead Martin



Registered number
02621654



Registered office
One Embassy Gardens
8 Viaduct Gardens

London

SW11 7BW




Independent auditor
Grant Thornton UK LLP

Victoria House

199 Avebury Boulevard

Milton Keynes

MK9 1AU





 
VIRGIN BOOKS LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Directors' Responsibilities Statement
3
Independent Auditor's Report
4 - 9
Statement of Comprehensive Income
10
Balance Sheet
11 - 12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 32


 
VIRGIN BOOKS 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 s414A of the Companies Act 2006.

Principal activity

The Company is a subsidiary of The Random House Group Limited (“RHG”), a Company registered in the United Kingdom. The Company is domiciled and registered in the United Kingdom. The principal activity of the Company continues to be book publishing.

Directors

The directors who served during the year were:

Mark Gardiner 
Thomas Weldon 

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

 
VIRGIN BOOKS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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





Mark Gardiner
Director

Date: 21 May 2026

One Embassy Gardens
8 Viaduct Gardens
London
SW11 7BW

Page 2

 
VIRGIN BOOKS 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  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

 
VIRGIN BOOKS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIRGIN BOOKS LIMITED
 

Opinion


We have audited the financial statements of Virgin Books 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, 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:


∙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;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.


Page 4

 
VIRGIN BOOKS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIRGIN BOOKS LIMITED (CONTINUED)


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.


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 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.


Page 5

 
VIRGIN BOOKS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIRGIN BOOKS LIMITED (CONTINUED)


Matters on which we are required to report by exception
 

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.


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; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption 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.


Page 6

 
VIRGIN BOOKS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIRGIN BOOKS LIMITED (CONTINUED)


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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙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. Explain how the auditor obtained an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;

∙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 of 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 Profit and loss account; 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
Page 7

 
VIRGIN BOOKS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIRGIN BOOKS LIMITED (CONTINUED)


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 8

 
VIRGIN BOOKS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIRGIN BOOKS 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

 

21 May 2026
Page 9

 
VIRGIN BOOKS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Revenue
 4 
4,095,078
6,240,333

Cost of sales
  
(1,380,514)
(2,142,742)

Gross profit
  
2,714,564
4,097,591

Distribution costs
  
(186,430)
(290,239)

Administrative expenses
  
(1,930,459)
(2,019,128)

Operating profit
 5 
597,675
1,788,224

Interest receivable and similar income
 8 
75,282
82,719

Profit before tax
  
672,957
1,870,943

Tax on profit
 9 
(170,177)
(468,183)

Profit for the financial year
  
502,780
1,402,760

Other comprehensive income
  
-
-

Total comprehensive income for the year
  
502,780
1,402,760

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

All activities derive from continuing operations.
The notes on pages 14 to 32 form part of these financial statements.
 

Page 10

 
VIRGIN BOOKS LIMITED
REGISTERED NUMBER: 02621654

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

  

Fixed assets
  

Investments
 11 
2
2

  
2
2

Current assets
  

Stocks
 12 
176,977
183,896

Debtors: amounts falling due within one year
 13 
12,817,467
12,543,555

  
12,994,444
12,727,451

Creditors: amounts falling due within one year
 14 
(1,446,743)
(1,725,237)

Net current assets
  
 
 
11,547,701
 
 
11,002,214

Total assets less current liabilities
  
11,547,703
11,002,216

  

Creditors: amounts falling due after more than one year
 15 
(285,456)
(239,010)

  
11,262,247
10,763,206

Provisions for liabilities
  

Provisions
 16 
(42,162)
(45,901)

  
 
 
(42,162)
 
 
(45,901)

  

Net assets
  
11,220,085
10,717,305

Page 11

 
VIRGIN BOOKS LIMITED
REGISTERED NUMBER: 02621654
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Capital and reserves
  

Called up share capital 
 17 
-
7,927,566

Share premium account
  
-
3,406,000

Profit and loss account
 18 
11,220,085
(616,261)

  
11,220,085
10,717,305


The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The notes on pages 12 to 30 form part of these financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by.




Mark Gardiner
Director

Date: 21 May 2026

Page 12

 
VIRGIN BOOKS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
7,927,566
3,406,000
(2,019,021)
9,314,545


Comprehensive income for the year

Profit for the year
-
-
1,402,760
1,402,760



At 1 January 2025
7,927,566
3,406,000
(616,261)
10,717,305


Comprehensive income for the year

Profit for the year
-
-
502,780
502,780

Capital reduction
(7,927,566)
(3,406,000)
11,333,566
-


At 31 December 2025
-
-
11,220,085
11,220,085


The notes on pages 14 to 32 form part of these financial statements.

Page 13

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Virgin Books Limited ("the Company") is a book publisher. The Company is a private Company limited by shares and is incorporated in the United Kingdom. The address of its registered office is One Embassy Gardens, 8 Viaduct Gardens, London, United Kingdom, SW11 7BW. The Company is a subsidiary of The Random House Group Limited, a company registered in the United Kingdom. The Company sells its books globally with the majority of the sales in the UK.

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 the 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;
∙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;
   -  111 statement of cash flows information; and
   -  134 - 136 capital management disclosures. 
 
Page 14

 
VIRGIN BOOKS 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)

∙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

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 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.

Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed, 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 15

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.4

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. Nonmonetary 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.
Foreign exchange 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

  
2.5

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 recognises revenue when performance obligations have been satisfied and for the Company this is when the goods (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
Revenue from the sale of books is recognised at the point in time when title passes. This is generally at the point of delivery when title passes to the customer and a present right to payment occurs. 

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 revenue could be understated or overstated for a particular period. This estimate of anticipated returns is recognised in creditors in the balance sheet.

Digital sales
Revenue 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. 

Page 16

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

Principal v agent considerations
The Company may enter contracts with another party in addition to the customer in the arrangement. An assessment is made for each such contract as to who understands the related good or service prior to the transfer to the end customer to determine if revenue should be recognised on a gross or net basis. Where the Company acts as agent, revenue represents any commissions and fees receivable for such services rendered. Any third party costs incurred on behalf of the principal that are rechargeable under the contractual arrangement are included in turnover with a corresponding expense recognised in the income statement. 

Income from subrights
Revenue from licensing and subrights, including film, overseas and electronic, is recognised when the performance obligation under the agreement has been satisfied. This is at the point in time when the associated material is transferred. 

An assessment is made on each contract as to the relevant performance obligations to assess whether the customer receives a right to access or use the Company’s intellectual property. Where the performance obligation 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 of license of the 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 recevied post year end but before the date of approval of the financial statements.

  
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. 
Once the author advance is earned out, future author payments are expensed at the contracted or effective royalty rate as the related turnover is earned. 

Page 17

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
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. 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.

 
2.8

Current and deferred taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account 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 other comprehensive income.

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 combination, 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 difference can be utilised. 

 
2.9

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

At each balance sheet date, management review the investments in order to determine whether there is any objective evidence present that in accordance with IAS 36 would lead to an impairment being charged.
Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversals at each reporting date, where a favourable event or change in circumstance has materialised that would indicate the impairment loss no longer exists or has decreased in size. 

Page 18

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.10

Stocks

Stocks mainly comprise finished goods and work in progress in respect of books, and are stated at the lower of cost and net realisable value. Cost is determined using FIFO method. 
Cost includes the direct costs of paper, printing and binding incurred on a title by title basis. Plant costs, which do not vary with the number of copies printed (for example typesetting, origination and illustration), are charged to the income statement in full on publication. 
A provision is made for excess, obsolete and slow moving stocks. Net realisable value is calculated as the estimated selling price in the ordinary course of business less applicable variable selling expenses. 
Net realisable value is calculated as the estimated selling price in the ordinary course of business less applicable variable selling expenses.

  
2.11

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 de-recognition 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 a 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.
 
Page 19

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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.
The Company assesses at the end of each reporting period whether there is objective evidence that one or more event has occurred which has impacted on the estimated cash flows of the financial asset. 
Financial assets are impaired and impairment losses are incurred only if such objective evidence of impairment can be reliably measured.

 
2.12

Trade Debtors and amount 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 IFRS 9 when using the expected credit loss model. Management adopts the “simplified approach” to determine an amount equal to the lifetime expected credit losses for insignificant trade debtors and a risk score on an individual basis for significant trade debtors. To measure the expected credit losses, trade debtors are grouped based on shared credit risk characteristics and the balance of uninsured debt across the Company.

  
2.13

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.

 
2.14

Creditors including group undertakings

Trade and other creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers or a commitment to provide goods and services where monies have been receipted. 

Page 20

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.15

Provisions for liabilities and onerous contracts

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.

If the Company considers a contract has become onerous, whereby the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from it, an onerous contract provision is recognised for the present obligations under the contract.  Onerous contract provisions which arise on advances paid on unpublished manuscripts which have not yet been delivered, are utilised on various timescales based on manuscript delivery and performance. Management estimates the future recoverability based on performance within the contract.

Page 21

 
VIRGIN BOOKS 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, there are no significant accounting judgments in this entity.

Key accounting estimates and assumptions

(i) Advances 
Advances of royalties paid to authors are recognised once a contract has been signed or manuscript has been accepted 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 IAS 37. 

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 13 for reference. The onerous provision created in respect of royalty contracts are recorded in note 16 of the financial statements.

Published titles:
Upon publication, the realisable value for significant titles will then be adjusted on a title by title basis recoverability of the unearned royalty advances on quarterly basis i.e. advance paid less royalty earnings and subrights income, basis future sales of the titles as per IAS 36. 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 13 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 historic data, the ageing of sales and business experience. This liability is included within accruals and the value at the year end is £155,605 (2024: £194,346) see note 14 for reference.

Page 22

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.

Turnover

Analysis of turnover by class of business is as follows:



2025
2024

£
£


Sale of books
2,882,621
4,168,506

Digital sales
962,093
1,628,487

Sub-rights income
250,364
443,340


4,095,078
6,240,333

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
2,360,579
3,794,148

Europe
638,502
828,749

North America
74,185
107,355

Asia
522,295
798,718

Oceania
421,045
590,692

Rest of the World
78,472
120,671

4,095,078
6,240,333



5.


Operating profit

The operating profit is stated after charging/(crediting):

2025
2024
£
£

Inventory recognised as an expense
597,384
843,075

(Reversal of impairment) of trade receivables
(47,681)
(194)

(Reversal of impairment) of stocks
(5,217)
(4,856)

Audit remuneration in the year amounted to £18,035 (2024: £17,510) and this all related to audit services. There were no non-audit services provided. In previous periods, the audit fee for the Company has been borne by its immediate parent company, The Random House Group Limited.

Page 23

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Employees

2025
2024
£
£

Wages and salaries
392,902
367,637

Social security costs
47,887
42,196

Cost of defined contribution scheme
35,340
30,936

476,129
440,769


Employees of the Company are legally contracted with and paid by the parent company, The Random House Group Limited. The amounts shown above represent recharges from the parent company for employment services performed wholly relating to the principal activities of Virgin Books Limited. 
The average monthly number of employees legally contracted with the parent company whose staff costs were recharged to the Company during the year was 7 (2024: 7).
 

7.
Directors' remuneration


2025
2024

£
£


Directors remuneration:

Aggregate emoluments
11,647
16,677

Amounts receivable under long term incentives
579
863

Company pension contributions
-
48


12,226
17,588

Retirement benefits are accruing to two directors (2024: two) under defined benefit pension schemes.


2025
2024

£
£


Highest paid director

Aggregate emoluments
8,489
12,188

Company pension contributions
-
48


8,489
12,236

A percentage of total directors’ costs are recharged from the parent company, The Random House Group Limited, to the Company. The above directors’ remuneration amounts represent the amount allocated to the Company for services undertaken by the directors of the Company.


Page 24

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Interest receivable

2025
2024
£
£


Interest receivable on cash pooling
75,282
82,719

75,282
82,719


9.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
167,254
284,511

Adjustments in respect of prior years
930
7,177


168,184
291,688


Double taxation relief
(7,421)
(4,683)


160,763
287,005

Foreign tax


Foreign tax on income for the year
9,276
5,854

Total current tax
170,039
292,859

Deferred tax


Current year
985
183,225

Adjustment in respect of prior years
(847)
(7,901)

Total deferred tax
138
175,324


Tax on profit
170,177
468,183
Page 25

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
9.Taxation (continued)


Factors affecting tax charge for the year

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

2025
2024
£
£


Profit before tax
672,957
1,870,943


Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
168,239
467,736

Effects of:


Adjustment in respect of prior years - current tax
930
7,177

Adjustment in respect of prior years - deferred tax
(847)
(7,901)

Witholding tax not creditable
1,855
1,171

Total tax charge for the year
170,177
468,183

Page 26

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.

Deferred tax assets


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

£
£
£


Property plant and equipment
5,094
(918)
4,176

Losses brought forwards
(1)
1
-

Other temporary differences
978
780
1,758


6,071
(137)
5,934

At 31 December 2025 a deferred tax asset has been recognised for the tax base in relation to property, plant and equipment, other temporary differences and tax losses to the extent that the future benefit is expected to be utilised by the Company within 12 months.
Deferred tax assets have been recognised within debtors (note 13). The deferred tax assets have been calculated at 25.00%.


Movement in recognised deferred tax during the previous year:
1 January 2024
Income statement movement
31 December 2024

£
£
£


Property plant and equipment
6,212
(1,118)
5,094

Losses brought forwards
174,127
(174,128)
(1)

Other temporary differences
1,056
(78)
978

-
-
-


181,395
(175,324)
6,071




Page 27

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
2



At 31 December 2025
2




Investments comprises the entire share capital of the dormant entity, WH Allen General Books Limited. The registered office of WH Allen General Books Limited is One Embassy Gardens, 8 Viaduct Gardens, London, United Kingdom, SW11 7BW. 


12.


Stocks

2025
2024
£
£

Work in progress
17,431
31,580

Finished goods
159,546
152,316

176,977
183,896


There is no significant difference between the replacement cost of stocks and their carrying amounts.
Stocks are stated after provisions for impairment of £33,817 (2024: £39,034). No inventories have been pledged as security for liabilities.








 

Page 28

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Debtors

2025
2024
£
£


Trade debtors
2,038
2,016

Advance royalties
759,598
506,946

Amounts owed by group undertakings
12,020,110
11,978,994

Other debtors
-
6,146

Prepayments and accrued income
29,787
43,382

Deferred tax asset
5,934
6,071

12,817,467
12,543,555


Amounts owed by group undertakings, excluding amounts owed by Bertelsmann UK Limited, are unsecured and repayable on demand. The balances are interest free, except for £1,704,409 (2024: £1,567,043) in respect of the cash pooling agreements with the intermediate parent company Bertelsmann UK Limited. Interest is charged on these amounts on a monthly basis; the interest rate ranges from 3.55% to 4.53% for the year (2024: ranged from 4.53% to 5.03%).
Included in amounts owed by group undertakings is £10,321,960 (2024: £10,456,384) owed from The Book Service Limited (“TBS”), principally representing trade debtors receivable in TBS on behalf of the Company.
The total debtors balance is stated after provision for impairment of £6,259 (2024: £53,939). This balance is allocated in full against amounts owed by group undertakings.
Advance royalties is stated after a provision of £10,642,814 (2024: £10,625,819). Included in advance royalties is £110,183 (2024: £320,961) of unpaid advances relating to manuscripts which will either not be published for over a year or staged advances which are date linked over several years rather than to specific titles.

Page 29

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Creditors: amounts falling due within one year

2025
2024
£
£

Trade creditors
42,927
91,227

Royalty creditors
363,429
548,080

Amounts owed to group companies
547,106
346,478

Corporation tax
159,833
279,828

Other creditors
38,891
30,770

Returns liability
155,605
194,346

Accruals and deferred income
138,952
234,508

1,446,743
1,725,237


Amounts owed to group undertakings are unsecured, interest free and repayable on demand. 
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 historic data, the ageing of sales and business experience. 


15.


Creditors: amounts falling due after more than one year

2025
2024
£
£

Royalty creditors
285,456
239,010

285,456
239,010


Page 30

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Provisions





Onerous contracts provision
Discounts provision
Total

£
£
£





At 1 January 2025
22,093
23,808
45,901


Charged to profit or loss
4,730
15,339
20,069


Utilised in year
-
(23,808)
(23,808)



At 31 December 2025
26,823
15,339
42,162

Onerous contracts
Where a provision is greater than the advance paid on manuscripts which have not yet been delivered, the Company recognises the excess as an onerous contract rather than disclosing in the total unpublished provision included in debtors. These are utilised on various timescales based on manuscript delivery.
Discounts provision
The Company has agreements in place to offer discounts on goods offered to customers, usually as a reward for repeated business. The provision is expected to be utilised within 12 months from the balance sheet date.


17.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1 (2024 - 71,348,094) Ordinary A share of £0.10
-
7,134,809
1 (2024 - 7,927,566) Ordinary B shares of £0.10 each
-
792,757

-

7,927,566

There are two classes of ordinary shares. Ordinary A shares and ordinary B shares rank equally in all respects except that the A shareholders have pre-emption rights. There are no restrictions on dividends and the repayment of capital.
On 01 December 2025 a capital reduction took place reducing the share capital from 71,348,094 Ordinary A shares of £0.10 each to 1 Ordinary A share of £0.10 each and 7,927,566 Ordinary B shares of £0.10 each to 1 Ordinary B shares of £0.10 each. The capital reduction reduced the share premium account to nil.


Page 31

 
VIRGIN BOOKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Reserves

Profit and loss account

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


19.Commitments

There were commitments to authors for the payment of royalty advances amounting to £1,963,632 at 31 December 2025 (2024: £1,397,832).


20.


Related party transactions

As the Company is a wholly owned subsidiary of The Random House Group Limited ("RHG"), who is a wholly owned subsidiary of Penguin Random House Limited (“PRHL”), the Company is exempt from the requirement, under International Accounting Standard 24 ‘Related party disclosures’, to disclose transactions with entities that are wholly owned by PRHL. The Company has taken advantage of this exemption.
During the year the Company entered into the following transactions with related parties not wholly owned by the group:



2025
2024

£
£

Sales

Penguin Books, S.A.
10,669
15,641

Penguin Random House India Private Limited
197,616
319,824

Debtors
-
-

Woodland Books Limited
5
-


21.


Controlling parties

The Company's immediate parent company is The Random House Group Limited ("RHG"). 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, German

Page 32