Company registration number 03662159 (England and Wales)
W F HOWES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
W F HOWES LIMITED
COMPANY INFORMATION
Directors
M E Stevens-Hoare
Bharvi M L Booton
(Appointed 27 October 2025)
Secretary
Bharvi M L Booton
Company number
03662159
Registered office
Ground Floor, Unit 11
Oak Spinney Park
Ratby Lane
Leicester
England
LE3 3AW
Auditor
KLSA LLP
Kalamu House
11 Coldbath Square
London
EC1R 5HL
W F HOWES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
W F HOWES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Principal activities
The principle activity of the company during the year was the publishing and distribution of audio books and large print books.
Review of the business
Turnover decreased by 3.67% compared with the prior year. This reflected continued growth in digital revenue, which was more than offset by the ongoing decline in physical audio sales as customer demand continued to shift towards digital formats.
The gross profit margin increased to 70.4% principally as a result of the outsourcing of CD manufacturing and public library distribution activities, which reduced the cost of sales.
Distribution costs remained broadly consistent with the prior year. Administrative expenses decreased as a result of ongoing operational efficiency initiatives together with a review of the Company's amortisation policy to ensure it more appropriately reflects the current pattern of economic benefit derived from its intangible assets.
The directors continue to monitor market developments and the Company's cost base to ensure the business remains well positioned to respond to changes in customer demand while maintaining operational efficiency.
The company continues to maintain its commitment to minimal environmental impact and quality through following the principals of ISO (International Organization for Standardization) standards of 9001, 14001 and 18001.
A formal budgeting process takes place each year and KPIs are reviewed against the budget monthly, with year-end projections being made at quarterly intervals to determine movements up or down against the budgeted plan. Cash positions are also assessed weekly. The company’s key cash outflows are incurred in respect of content development and author advances. The whole company is updated on progress by way of a monthly briefing after each monthly management meeting. Staff also have an annual appraisal, which includes the setting of future objectives in line with the company’s business strategy.
The company is wholly focused on the publication of audio content for the consumer and library markets. The company plans its publishing programme well in advance. To that end the company continues to work closely with content owners in all their guises, ensuring the publishing pipeline delivers titles of the right quality that meet the growing customer demand.
In addition, we work closely with all vendor partners to ensure titles are launched and supported in a way that delivers positive returns for all our business partners.
Principal risks and uncertainties
We continue to manage credit risk through the amount of credit granted to customers and effective credit management processes. Foreign exposure is kept low by only dealing with stable currencies and making prompt payments.
Other information and explanations
The outlook for the business is positive as we continue to invest in content.
W F HOWES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
M E Stevens-Hoare
Director
26 August 2026
W F HOWES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M E Stevens-Hoare
S Prasad
(Resigned 27 October 2025)
M Paull
(Resigned 27 October 2025)
Bharvi M L Booton
(Appointed 27 October 2025)
Auditor
The auditor, KLSA LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
M E Stevens-Hoare
Director
26 August 2026
W F HOWES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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; and
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 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.
W F HOWES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF W F HOWES LIMITED
- 5 -
Opinion
We have audited the financial statements of W F Howes 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 notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
W F HOWES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF W F HOWES LIMITED (CONTINUED)
- 6 -
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 strategic report or 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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. 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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; and
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation.
We also considered potential fraud drivers: including financial or other pressures, opportunity, override of controls and personal or corporate motivations. We considered the programmes and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures
included testing journals, evaluating the business rationale of significant transactions outside the normal course of business and validating the appropriateness of internal controls and significant accounting estimations based on our fraud risk criteria;
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
W F HOWES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF W F HOWES LIMITED (CONTINUED)
- 7 -
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
We obtained understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those related to the financial reporting framework, tax regulations in the jurisdictions in which the company operates.
Based on this understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: making enquiries of management, those responsible for legal and compliance procedures and reviewing other correspondence.
We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Harsheel Dodhia (Senior Statutory Auditor)
For and on behalf of KLSA LLP, Statutory Auditor
Chartered Accountants
Kalamu House
11 Coldbath Square
London
EC1R 5HL
26 August 2026
W F HOWES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
16,115,432
16,730,090
Cost of sales
(4,772,760)
(6,255,833)
Gross profit
11,342,672
10,474,257
Distribution costs
(135,157)
(118,762)
Administrative expenses
(5,205,161)
(5,696,457)
Operating profit
4
6,002,354
4,659,038
Interest receivable and similar income
7
3,539
19,418
Interest payable and similar expenses
8
(1,984,422)
Profit before taxation
4,021,471
4,678,456
Tax on profit
9
(999,435)
(1,261,228)
Profit for the financial year
3,022,036
3,417,228
The profit and loss account has been prepared on the basis that all operations are continuing operations.
W F HOWES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
5,695,333
3,833,572
Tangible assets
11
97,769
77,466
5,793,102
3,911,038
Current assets
Debtors
12
21,227,617
19,791,494
Cash at bank and in hand
1,121,356
1,553,797
22,348,973
21,345,291
Creditors: amounts falling due within one year
13
(3,627,992)
(3,769,686)
Net current assets
18,720,981
17,575,605
Total assets less current liabilities
24,514,083
21,486,643
Provisions for liabilities
Deferred tax liability
14
22,700
17,296
(22,700)
(17,296)
Net assets
24,491,383
21,469,347
Capital and reserves
Called up share capital
16
10,000
10,000
Other reserves
17
409,705
409,705
Profit and loss reserves
17
24,071,678
21,049,642
Total equity
24,491,383
21,469,347
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 26 August 2026 and are signed on its behalf by:
M E Stevens-Hoare
Director
Company registration number 03662159 (England and Wales)
W F HOWES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
10,000
409,705
17,632,414
18,052,119
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
3,417,228
3,417,228
Balance at 31 December 2024
10,000
409,705
21,049,642
21,469,347
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
3,022,036
3,022,036
Balance at 31 December 2025
10,000
409,705
24,071,678
24,491,383
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information
W F Howes Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ground Floor, Unit 11, Oak Spinney Park, Ratby Lane, Leicester, England, LE3 3AW.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
In accordance with FRS 102, the company has taken the advantage of the exemptions from the following disclosure requirements;
The financial statements of the company are consolidated in the financial statements of Recorded Books Inc. The consolidated financial statements of Recorded Books Inc. are available from 8400 Corporate Drive, Landover, MD 20785, United States.
1.2
Going concern
The financial statements have been prepared on the going concern basis. The directors have considered the principle risks and uncertainties that apply to the business,profit and cashflow forecasts prepared at least 12 months from the date of approval of these financial statements,the ongoing availability and sufficiency of financing facilities available to the company and the ability of the company to meet its liabilities as they fall due. Having made these considerations the directors believe that it is appropriate to prepare the accounts on the going concern basis.true
1.3
Turnover
Turnover from the sale of physical products represents sales to external customers at invoiced amounts less value added tax and trade discounts.
Income from the sale of digital and online content is recognised over the period of the contract on a time apportionment basis.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software 33% straight line
Recording costs and Artwork
33% of the cost in year 1
15% of the cost in year 2
13% of the cost in year 3
11% of the cost in year 4
11% of the cost in year 5
10% of the cost in year 6
7% of the cost in year 7
Cost associated with the development of new products are recognised as intangible assets when the company is liable to demonstrate all of the following are met:
a) The technical feasibility of completing the intangible asset so that it will be available for use or sale;
b) Its intention to complete the intangible asset and use or sell it;
c) Its ability to use or sell the intangible asset;
d) How the intangible asset will generate probable future economic benefits;
e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset;
f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.
All the development expenditure that does not meet the above conditions is expensed as incurred.
Capitalised costs primarily include author fees under work-for-hire agreements (excluding royalties); other external creative costs and pre-press costs that are directly attributable to the products. These costs are tracked at the product title or product series level and are amortised from the month the product is introduced to the market. Those costs are amortised over the estimated life cycle of the book or product, based upon the sales performance or similar existing products that are sold in the same business segment, over a period of not more than five years from the date if publication.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold and property improvements
20% straight line
Leasehold fixed assets
10% straight line
Fixtures and fittings
20% straight line
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Fair value measurement of financial instruments
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
For defined contributions schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accrual or prepayments.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.15
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Other reserves represents the contribution the company has received from it's ultimate parent company to settle amounts due in respect of the group's share based payment arrangement.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Intangible assets
Included within intangible assets are computer software and development costs. The useful life used to amortise intangible assets relates to the expected future performance of the asset acquired and management's estimate of the period over which economic benefit will be derived from the asset. For development costs, the estimated useful life of a book or a product is based upon historical performance with similar products as well as anticipation of future events. For software, the useful life time is determined by the management at the time of the software is acquired and brought in to use and is regularly review for appropriateness.
The amortisation profile for development costs was revised during the year to reflect updated information indicating that economic benefits are consumed over seven years rather than five. As a result, the amortisation profile was revised from a five‑year pattern (55%, 10%, 10%, 10%, 15%) to a seven‑year accelerated pattern (33%, 15%, 13%, 11%, 11%, 10% and 7%). This change in estimate has been applied prospectively and reduced the amortisation charge by £665,966.
Impairment of debtors
Included within other debtors are amounts advanced to authors which remain unrecouped at the year end. These author balances are impaired on a systematic basis based on management's estimate of the period over which the titles in issue are expected to generate revenue. This estimate is based on the historical performance of similar titles.
During the year, the earn‑out profile was updated to reflect new information showing that the average contract period has increased from five years to seven years. The previous five‑year profile (55%, 10%, 10%, 10%, 15%) was replaced with a seven‑year accelerated profile (33%, 15%, 13%, 11%, 11%, 10%, 7%). The weighted‑average mechanism continues to be applied to the profile, with each cohort’s rate reflecting half of the current year’s rate and half of the prior year’s rate. As part of the refinement of the model, the weighted‑average earn‑out ratio is now applied to titles aged one year or more, rather than three years or more, to reflect the full earnings cycle. In addition, titles aged seven years or more are now fully provided for (previously five years or more). These changes in estimate resulted in a reduction in the additional provision of £424,597 for the year.
3
Turnover and other revenue
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 17 -
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
6,669,719
7,808,524
Australia/New zealand
2,893,835
3,692,039
Europe
2,308,732
1,551,077
United States of America
3,741,179
3,223,229
South Africa
26,393
34,621
Rest of the World
475,574
420,599
16,115,432
16,730,089
2025
2024
£
£
Other revenue
Interest income
3,539
19,418
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
568,676
58,671
Fees payable to the company's auditor for the audit of the company's financial statements
30,000
35,102
Depreciation of tangible fixed assets
54,031
54,568
Amortisation of intangible assets
1,524,088
2,083,517
Operating lease charges
88,019
70,930
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
34
32
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Employees
(Continued)
- 18 -
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
1,898,366
1,736,675
Social security costs
256,256
155,422
Pension costs
96,387
75,717
2,251,009
1,967,814
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
376,906
294,781
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 : 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
320,694
259,247
Company pension contributions to defined contribution schemes
36,600
35,534
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
2,970
Other interest income
569
19,418
Total income
3,539
19,418
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
2,970
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost
Interest payable to group undertakings
1,974,715
Other finance costs
Other interest
9,707
1,984,422
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
994,031
1,173,535
Adjustments in respect of prior periods
90,152
Total current tax
994,031
1,263,687
Deferred tax
Origination and reversal of timing differences
5,404
(2,459)
Total tax charge
999,435
1,261,228
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit before taxation
4,021,471
4,678,456
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,005,368
1,169,614
Tax effect of expenses that are not deductible in determining taxable profit
7,277
2,187
Tax effect of income not taxable in determining taxable profit
(12,384)
(725)
Permanent capital allowances in excess of depreciation
(6,230)
2,459
Under provided in prior years
90,152
Deferred tax charge for the year
5,404
(2,459)
Taxation charge for the year
999,435
1,261,228
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Intangible fixed assets
Software
Recording cost
Artwork
Total
£
£
£
£
Cost
At 1 January 2025
608,472
24,732,891
1,364,734
26,706,097
Additions
2,989,007
396,842
3,385,849
Disposals
(604,717)
(604,717)
At 31 December 2025
3,755
27,721,898
1,761,576
29,487,229
Amortisation and impairment
At 1 January 2025
608,472
21,306,045
958,008
22,872,525
Amortisation charged for the year
1,349,070
175,018
1,524,088
Disposals
(604,717)
(604,717)
At 31 December 2025
3,755
22,655,115
1,133,026
23,791,896
Carrying amount
At 31 December 2025
5,066,783
628,550
5,695,333
At 31 December 2024
3,426,846
406,726
3,833,572
Disposals during the year represent the derecognition of software assets following a review of the Company’s software portfolio. As part of this review, certain software assets were identified as no longer in use and as no longer generating, or expected to generate, future economic benefits. Consequently, software with a gross carrying amount of £604,717 and an equivalent amount of accumulated amortisation of £604,717 was removed from the intangible asset balance. As the assets were fully amortised at the date of derecognition, no gain or loss arose in the profit or loss for the period.
11
Tangible fixed assets
Leasehold fixed assets
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2025
277,179
100,420
310,656
688,255
Additions
50,286
480
33,475
84,241
Disposals
(277,179)
(84,509)
(213,374)
(575,062)
At 31 December 2025
50,286
16,391
130,757
197,434
Depreciation and impairment
At 1 January 2025
261,137
93,296
256,356
610,789
Depreciation charged in the year
15,956
2,376
35,699
54,031
Eliminated in respect of disposals
(272,803)
(80,535)
(211,817)
(565,155)
At 31 December 2025
4,290
15,137
80,238
99,665
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Tangible fixed assets
Leasehold fixed assets
Fixtures and fittings
Computers
Total
£
£
£
£
(Continued)
- 21 -
Carrying amount
At 31 December 2025
45,996
1,254
50,519
97,769
At 31 December 2024
16,042
7,124
54,300
77,466
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts. The depreciation charge in respect of such assets amounted to £11,667 (2024: £17,500) for the year. The assets held under finance leases were fully derecognised during the year, resulting in a loss of £4,375 charged to profit or loss.
2025
2024
£
£
16,042
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
382,051
96,586
Corporation tax recoverable
431,465
Amounts owed by group undertakings
10,714,824
11,852,510
Other debtors
9,699,277
7,842,398
21,227,617
19,791,494
Included within other other debtors are deferred royalty payments of £1,498,246 (2024: £1,359,427 ) relating to titles not due to be published until more than one year after the year end date.
13
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
197,380
133,577
Corporation tax
162,469
Other taxation and social security
39,878
34,295
Accruals and deferred income
3,390,734
3,439,345
3,627,992
3,769,686
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
14
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2025
2024
Balances:
£
£
Timing differences on capital allowances
22,700
17,296
2025
Movements in the year:
£
Liability at 1 January 2025
17,296
Charge to profit or loss
5,404
Liability at 31 December 2025
22,700
The deferred tax liability set out above is expected to reverse over the life of the asset and relates to accelerated capital allowances that are expected to mature within the same period.
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
96,387
75,717
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
10,000 Ordinary shares of £1 each
10,000
10,000
10,000
10,000
17
Reserves
Other reserves
Other reserves show the contributions received from the ultimate parent company to settle amounts due in respect of the group share based payment arrangements.
Profit and loss reserves
Cumulative profit and loss net of distributions to owners.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
18
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within 1 year
92,000
65,010
Years 2-5
207,000
299,000
65,010
19
Related party transactions
Transactions with related parties
The company has taken advantage of the exemption available in FRS 102 (s33 "Related Party Disclosure"), whereby it has not disclosed transactions with the ultimate parent company and any other wholly owned subsidiary undertaking of the group.
20
Ultimate controlling party
The company is a wholly owned subsidiary of Opuspond Limited, a company incorporated in England and Wales. Opuspond Limited is the immediate parent company. The financial statements of Opuspond Limited can be obtained from Companies House.
During the year, the directors consider the ultimate party to be H.I.G Capital, LLC, a limited liability Corporation based in the United States of America.
Copies of the financial statements of the Recorded Books Inc, the smallest and largest Recorded Books group in which the results of the company are consolidated, are available 8400 Corporate Drive, Landover, MD 20785,USA.
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