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Registered number: 05332629









WOODLANDS BOOKS LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
WOODLANDS BOOKS LIMITED
 
 
COMPANY INFORMATION


Directors
Mark Gardiner 
Joel Rickett 
Nancy Twynam 
Thomas Weldon 
Stephen Davies 




Company secretary
Mark Gardiner



Registered number
05332629



Registered office
One Embassy Gardens
8 Viaduct Gardens

London

United Kingdom

SW11 7BW




Independent auditor
Grant Thornton UK LLP

Victoria House

199 Avebury Boulevard

Milton Keynes

MK9 1AU





 
WOODLANDS BOOKS LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
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 - 30


 
WOODLANDS 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 section 414A of the Companies Act 2006.
 
Principal activity

The Company is a joint undertaking between The Random House Group Limited (85%) and BBC Studios Distribution Limited (15%). As Random House holds a controlling interest, the Company is treated as its subsidiary for accounting purposes. The Company is UK 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 
Joel Rickett 
Nancy Twynam 
Thomas Weldon 
Stephen Davies 

Streamlined energy and carbon reporting (SECR)

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as it satisfies the thresholds for exemption and its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

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

 
WOODLANDS 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

 
WOODLANDS 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 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

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

Opinion


We have audited the financial statements of Woodlands 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:


∙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 loss for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as the cost of living crisis impacting consumer spending patterns and the impact of worldwide events such as the Middle East conflict, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Page 4

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




Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the annual report and financial statements other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


∙the information given in the 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.


Matters on which we are required to report under the Companies Act 2006
 

IIn 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.


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.; 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’ exemptions in preparing the Directors’ Report and from the requirement to prepare a Strategic Report.


Page 5

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


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. In addition, we concluded that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as health and safety and employee matters. 

∙We enquired of management concerning the Company’s policies and procedures relating to:
∙the identification, evaluation and compliance with laws and regulations;
∙the detection and response to the risks of fraud; and
∙the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.

∙We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected of alleged fraud.
Page 6

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


∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures 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 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 7

 
WOODLANDS BOOKS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WOODLANDS 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 8

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

2025
2024
Note
£
£

  

Revenue
 4 
5,028,784
6,459,731

Cost of sales
  
(3,408,582)
(4,449,177)

Gross profit
  
1,620,202
2,010,554

Distribution costs
  
(339,809)
(403,941)

Administrative expenses
  
(2,412,318)
(2,463,451)

Operating loss
 5 
(1,131,925)
(856,838)

Interest receivable and similar income
 8 
204,170
268,623

Loss before tax
  
(927,755)
(588,215)

Tax on loss
 9 
225,653
142,029

Loss for the financial year
  
(702,102)
(446,186)

Other comprehensive income
  
-
-

  
-
-

Total comprehensive income for the year
  
(702,102)
(446,186)

All activities derive from continuing operations.
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
The notes on pages 13 to 30 form part of these financial statements.

Page 9

 
WOODLANDS BOOKS LIMITED
REGISTERED NUMBER: 05332629

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

  

Current assets
  

Stocks
 11 
723,856
810,190

Debtors
 12 
7,418,281
8,461,574

  
8,142,137
9,271,764

Creditors: amounts falling due within one year
 13 
(1,789,020)
(2,188,596)

Net current assets
  
 
 
6,353,117
 
 
7,083,168

Total assets less current liabilities
  
6,353,117
7,083,168

  

Creditors: amounts falling due after more than one year
 14 
(362,158)
(398,076)

  
5,990,959
6,685,092

Provisions for liabilities
  

Provisions
 15 
(258,707)
(250,738)

  
 
 
(258,707)
 
 
(250,738)

  

Net assets
  
5,732,252
6,434,354

Page 10

 
WOODLANDS BOOKS LIMITED
REGISTERED NUMBER: 05332629
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Capital and reserves
  

Called up share capital 
 16 
1,000
1,000

Share premium account
 17 
5,147,527
5,147,527

Profit and loss account
 17 
583,725
1,285,827

  
5,732,252
6,434,354


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

The notes on pages 13 to 30 form part of these financial statements. 

Page 11

 
WOODLANDS 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
1,000
5,147,527
1,732,013
6,880,540


Comprehensive income for the year

Loss for the year
-
-
(446,186)
(446,186)
Total comprehensive income for the year
-
-
(446,186)
(446,186)



At 1 January 2025
1,000
5,147,527
1,285,827
6,434,354


Comprehensive income for the year

Loss for the year
-
-
(702,102)
(702,102)
Total comprehensive income for the year
-
-
(702,102)
(702,102)


At 31 December 2025
1,000
5,147,527
583,725
5,732,252


The notes on pages 13 to 30 form part of these financial statements.



Page 12

 
WOODLANDS BOOKS 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. Woodlands Books Limited is a book publisher that sells its books globally with the majority of the sales in the UK. The Company is a joint undertaking between The Random House Group Limited and BBC Studios Distribution Limited (“BBC”).  The Random House Group Limited owns 85% of the joint venture, and the Company is treated as its subsidiary. The Company is UK domiciled and registered in the United Kingdom. The address of its registered office is One Embassy Gardens, 8 Viaduct Gardens, London, SW11 7BW.

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'  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:

Page 13

 
WOODLANDS 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

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 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.  
∙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.

Page 14

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

2.Accounting policies (continued)

  
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 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 titles to be published in the future and key cost drivers such as commodity prices and inflation.

For the purposes of the Company’s going concern assessment, the directors have performed sensitivity analysis on cashflows based on unforeseen changes in demand and the potential impact of increased inflationary pressures. In addition, reverse stress testing has been performed to establish the levels of performance where cash availability would be breached. The results of the analysis demonstrated that there was sufficient cash availability within the current intra group cash pooling facility to deal with all of the identified plausible scenarios.

The forecast is dependent on the group cash pooling facility being available for the going concern period and The Random House Group Limited not seeking repayment of the amounts currently due. The directors have assessed the terms of the facility and note that they state that that it can be terminated by either party with three days notice and, therefore, the Company has received written confirmation from The Random House Group 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 UK Limited have provided written confirmation to The Random House Group Limited that it will provide the necessary funds it requires throughout the going concern period and that it will honour the terms of the cash pooling facility which expires on 31 December 2026 until a minimum of 30 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.

Page 15

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

2.Accounting policies (continued)

  
2.4

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. 

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 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.

Page 16

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

2.Accounting policies (continued)

  
2.5

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. 

  
2.6

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
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 profit and loss account 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 profit and loss account under administrative expenses.

Page 17

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

2.Accounting policies (continued)

 
2.7

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. 

  
2.8

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 by considering the future expected sales and comparing to the current quantity held. Any provision for obsolete stock is charged to the profit and loss and included in the value of Inventory as shown in note 11.
Net realisable value is calculated as the estimated selling price in the ordinary course of business less applicable variable selling expenses.

  
2.9

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.

Page 18

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

2.Accounting policies (continued)

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.

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.

  
2.10

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 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.

  
2.11

Bank and cash balances

Bank and cash balances 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.

Page 19

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

2.Accounting policies (continued)

  
2.12

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. 

  
2.13

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.

  
2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


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 upon the payment of signature advance or upon the acceptance of the manuscript on the title. 
Page 20

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

3.Judgments in applying accounting policies (continued)

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 12 for reference.

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 sub-rights 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 12 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 £755,296 (2024: £620,530). As detailed in note 13.

(iii)  Stocks provisioning
The Company publishes books and is subject to changing customer demands. As a result it is necessary to consider the recoverability of the cost of stock. When calculating the stock provision, management considers the ageing of the stock as well as predicted future sales based on historical sales data by publishing imprint. Stock is stated after provision for impairment of £296,620 (2024: £317,800). As detailed in note 11.


4.
Revenue

Analysis of revenue by class of business is as follows:


2025
2024

£
£


Sale of books
4,554,967
5,923,502

Digital sales
315,744
372,066

Sub-rights income
158,073
164,163


5,028,784
6,459,731

Page 21

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

4.


Revenue (continued)

Analysis of revenue by country of destination:

2025
2024
£
£

United Kingdom
4,423,571
5,673,412

Rest of Europe
170,113
206,821

Oceania
160,228
195,599

Asia
90,866
148,902

North America
106,671
228,544

Rest of World
77,335
6,453

5,028,784
6,459,731



5.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Cost of stock recognised as an expense
2,042,090
2,244,762

Reversal of impairment of trade receivables
(70,308)
(160)

Reversal of impairment of stock
(21,180)
(84,933)

Auditors remuneration:


Audit services
18,035
17,510

Administrative expenses and distribution costs include costs of £2,241,331 (2024: £2,326,944) recharged from RHG during the year.

Page 22

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

6.


Employees

2025
2024
£
£

Wages and salaries
280,916
329,511

Social security costs
35,846
38,732

Cost of defined contribution scheme
17,966
20,358

334,728
388,601


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 Woodlands 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 6 (2024: 6).


7.
Directors remuneration


2025
2024

£
£


Aggregate emoluments
68,812
90,423

Amounts receivable under long-term incentives
848
10,662

Company pension contributions
4,760
6,107


74,420
107,192

Administrative expenses include the above remuneration to directors of the Company in respect of their services to the Company.
Retirement benefits are accruing to two directors (2024: two) under defined benefit pension schemes and to one director (2024: one) under a money purchase scheme.

A percentage of total directors’ costs are recharged from 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 23

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

7.

Directors remuneration (continued)

Highest paid director


2025
2024

£
£


Aggregate emoluments and amounts receivable under long-term incentives
51,754
73,283

Company pension contributions
4,760
6,031


56,514
79,314


8.


Interest receivable and similar income

2025
2024
£
£


Interest receivable on cash pooling
204,170
268,623

204,170
268,623


9.


Taxation


2025
2024
£
£

Corporation tax


UK corporation tax on profits for the year
(232,983)
(150,077)

Adjustments in respect of prior years
1,646
(2,589)


(231,337)
(152,666)

Foreign tax


Foreign tax on income for the year
6,187
10,522

Total current tax
(225,150)
(142,144)

Deferred tax


Current year
(503)
393

Adjustments in respect of prior years
-
(278)

Total deferred tax
(503)
115


Tax on loss
(225,653)
(142,029)
Page 24

 
WOODLANDS 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- 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Loss before tax
(927,755)
(588,215)


Profit/(loss) multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(231,939)
(147,054)

Effects of:


Withholding tax treated as expense
(1,547)
(2,630)

Witholding tax not creditable
6,187
10,522

Adjustments in respect of prior years - current tax
1,646
(2,589)

Adjustments in respect of prior years - deferred tax
-
(278)

Total tax charge for the year
(225,653)
(142,029)

Page 25

 
WOODLANDS 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

£
£
£

Other temporary differences
1,443
505
1,948


1,443
505
1,948

At 31 December 2025 a deferred tax asset has been recognised for the tax base in relation to other temporary differences 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 12). The deferred tax assets have been
calculated at 25.00%.




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

£
£
£

Other temporary differences
1,558
(115)
1,443


1,558
(115)
1,443


11.


Stocks

2025
2024
£
£

Work in progress
354,518
348,949

Finished goods and goods for resale
369,338
461,241

723,856
810,190


There is no significant difference between the replacement cost of stocks and their carrying amounts.
Stocks are stated after provisions for impairment of £296,620 (2024: £317,800). No inventories have been pledged as security for liabilities.


Page 26

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

12.


Debtors

2025
2024
£
£


Trade debtors
29,023
802

Advance royalties
350,454
754,200

Amounts owed by group undertakings
6,785,335
7,498,091

Other debtors
18,541
39,658

Prepayments and accrued income
-
17,303

Tax recoverable
231,537
150,077

Deferred tax asset
3,391
1,443

7,418,281
8,461,574


Amounts owed by group undertakings are unsecured and repayable on demand. The balances are interest free, except for £3,484,907 (2024: £3,616,584) in respect to the cash pooling agreement with the Company's immediate parent company, The Random House Group Limited. Interest is charged on these amounts on a monthly basis; the average interest rate for the year ranges from 3.84% to 4.50% for the year (2024: ranged from 4.70% to 5.08%).
Included in amounts owed by group undertakings is £4,237,235 (2024: £4,392,401) owed from The Book Service Limited (“TBS”), principally representing trade debtors receivable in TBS on behalf of the Company. The balance is stated after provision for impairment of £9,336 (2024: £79,708).
Advance royalties is stated after a provision of £26,292,461 (2024: £25,688,327). Included in advance royalties is £288,714 (2024: £320,961) relating to manuscripts which will not be published for over a year and staged advances which are date linked over several years rather than to specific titles. 


13.


Creditors: amounts falling due within one year

2025
2024
£
£

Trade creditors
318,072
416,801

Royalty creditors
363,606
568,783

Amounts owed to group undertakings
28,837
172,312

Accruals and deferred income
1,078,505
1,030,700

1,789,020
2,188,596


Amounts owed to group undertakings are unsecured, repayable on demand and interest free.



Page 27

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

14.


Creditors: amounts falling due after more than one year

2025
2024
£
£

Royalty creditors
362,158
398,076

362,158
398,076



15.


Provisions





Discounts provision

£





At 1 January 2025 
250,738


Charged to profit or loss
7,969



At 31 December 2025
258,707

Discount 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.


16.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1,000 (2024 - 1,000) Ordinary shares of £1.00 each
1,000
1,000

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



17.


Reserves

Share premium account
The share premium account is used to record the premium on shares issued.

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.
Page 28

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

18.Commitments

There were commitments to authors for the payment of royalty advances amounting to £1,214,417 at 31 December 2025 (2024: £1,680,217).


19.


Related party transactions

During the year the Company has entered into the following transactions with related parties. All related parties transacted with and disclosed below are subsidiaries within the Bertelsmann SE & Co KgaA group. Transactions are conducted at arm’s length and on normal commercial terms



2025
2024

£
£


Sales:

Random House Australia Pty Limited
143,081
162,318

Penguin Random House Canada Limited
21,592
29,376

Random House Publishers India Private limited
1,965
10,047

Penguin Random House South Africa (PTY) Limited
4,309
4,980

Penguin Books, S.A.
720
637


Distribution expenses:

The Book Service Limited
339,713
406,023


Purchases:

Mohn Media Limited
589,569
962,301


Interest income:

The Random House Group Limited
204,170
268,623


Debtors:

The Random House Group Limited
3,484,907
3,185,462

The Book Service Limited
4,227,899
4,312,629






Creditors:

Penguin Books Limited
28,793
224

BBC Worldwide Limited
170,667
309,865

Virgin Books Limited
5
9,526

Mainstream Publishing Company (Edinburgh) Limited
-
107

Ladybird Books Limited
264
12,760
Page 29

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

Children's Character Books Limited
-
518

Frederick Warne & Co Limited
-
12,974

GGP Media GmbH
-
136,203


20.


Controlling parties

The Company is a joint venture between The Random House Group Limited (“RHG”) and BBC Studios Distribution Limited (“BBC”).  As RHG owns 85% of the joint venture, the Company is treated as its subsidiary. RHG is a wholly owned subsidiary of Penguin Random House Limited (“PRHL”). The Company’s ultimate parent company and controlling party is Bertelsmann SE & Co KGaA, which is incorporated in Germany. Copies of Bertelsmann SE & Co KGaA’s consolidated financial statements (the smallest and largest financial statements in which the Company is consolidated) can be obtained from:

Bertelsmann SE & Co KGaA
Corporate Communications
Carl Bertelsmann Strasse 270
33311 Gütersloh
Germany 

Page 30