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2021-06-30-accounts

Company number: 03783095 Charity number: 1079257

World Book Day Limited

Report and financial statements For the year ended 30 June 2021

World Book Day Limited

Contents

For the year ended 30 June 2021

Reference and administrative information ......................................................................................... 1 Trustees’ annual report ....................................................................................................................... 2 Independent auditor’s report ........................................................................................................... 20 Statement of financial activities (incorporating an income and expenditure account) ................... 24 Balance sheet .................................................................................................................................... 25 Statement of cash flows ..................................................................................................................... 26 Notes to the financial statements ..................................................................................................... 27

World Book Day Limited

Reference and administrative information

For the year ended 30 June 2021

Company number 03783095 Country of incorporation United Kingdom Charity number 1079257 (registered under the name World Book Day) Country of registration England & Wales, Scotland or Northern Ireland

Registered office and operational address 6 Bell Yard
London
WC2A 2JR
Trustees Trustees, who are also directors under company law, who served during the
year and up to the date of this report were as follows:
Stephen Lotinga Chair (until November 2021)
Meryl Halls Vice Chair
Steven Thompson Treasurer
D Prescott
J Douglas
C Cowell
H Broadfoot
A Bond
E Scott Chair and Trustee (from November 2021)
R Calderon (Appointed November 2021)
S Mahal (Appointed November 2021)
Key management Cassie Chadderton Chief Executive and Company Secretary
personnel Emma Pritchard World Book Day Manager
Kate Sayer Education Manager
Auditor Sayer Vincent LLP
Chartered Accountants and Statutory Auditor
Invicta House
108-114 Golden Lane
LONDON
EC1Y 0TL
Bank HSBC
Church Street
Weybridge
KT13 8DF
Solicitor Bristows
1st Floor
100 Victoria Embankment
London
EC4Y 0DH

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

The trustees present their report and the audited financial statements for the year ended 30 June 2021.

Reference and administrative information set out on page 1 forms part of this report. The financial statements comply with current statutory requirements, the memorandum and articles of association, the requirements of a directors’ report as required under company law, and the Statement of Recommended Practice - Accounting and Reporting by Charities: SORP applicable to charities preparing their accounts in accordance with FRS 102.

Objectives and activities

Purposes and aims

The trustees review the aims, objectives and activities of the charity each year. This report looks at what the charity has achieved and the outcomes of its work in the reporting period. The trustees report the success of each key activity and the benefits the charity has brought to those groups of people that it is set up to help. The review also helps the trustees ensure the charity's aims, objectives and activities remained focused on its stated purposes.

The trustees have referred to the guidance contained in the Charity Commission's general guidance on public benefit when reviewing the charity's aims and objectives and in planning its future activities. In particular, the trustees consider how planned activities will contribute to the aims and objectives that have been set.

The objective of the charity is the promotion and encouragement of reading, especially to children and young people and their parents through schools, bookshops and media and to the wider public through the promotion and celebration of books and reading.

The trustees have complied with the duty in section 4 of the 2006 Charities Act to have due regard to guidance published by the Charity Commission. In particular, the trustees refer to the Charity Commission’s general guidance on public benefit both when reviewing how well past activities have satisfied the charity’s stated objective, and when planning how future activities may best continue to do so.

The main means through which the charity’s objective is met is the organisation and promotion each year of a series of events designed to encourage reading by the public surrounding a designated day (in 2021, it was March 4) known as World Book Day.

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Our Activities

Our activities focus on changing lives through a love of books and shared reading:

1. Offering every child and young person the opportunity to have a book of their own.

2. Promote and encourage reading for pleasure

3. Produce resources that support the development of reading for pleasure

Achievements and performance

The charity's main activities and who it tries to help are described below. All its charitable activities focus on the promotion of reading, especially to children and young people and their families, and are undertaken to further World Book Day Limited’s charitable purposes for the public benefit.

World Book Day 2021

Highlights of 2021

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

How we encourage reading to change lives

From children

‘It helped me because I used to dislike reading but when World Book Day happened I LOVED IT.’

‘World Book Day made me want to move out of my comfort zone and read or try reading things I have never wanted or tried reading before.’

‘…it’s better to get a book token so then you don’t have to spend as much money or your parents don’t. They’d be happy to take you because they don’t have to spend any money.’

‘I just want to treasure it because I never get things that are new.’

Source: Exploring the Impact of World Book Day Report , National Literacy Trust, 2021

From families

‘I think that what is happening is great. I do believe that all children and teenagers should continue to be encouraged to enjoy reading as it fosters tomorrow’s thinkers.’

‘I think the £1 books are great and you provided such a wider variety this year.’

‘It was nice to do activities all week that were related to stories and reading and find out what they normally do at school.’

Source: World Book Day survey of parents, 2021

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

From schools

‘The fact that it is a day focussed on reading makes it feel special and memorable whilst highlighting how important and beneficial it is to read for pleasure.’

‘This year it was very difficult for the children to get their books due to covid restrictions. However, I thought the website resources were excellent and our children used the website resources loads at home and at school. The live author talks were wonderful as were the pre-recorded author workshops.’

‘World Book Day is the day when the entire focus is on books and making books fun and accessible it is always fun!’

Source: World Book Day survey of teachers, 2021

From libraries

‘World Book Day always puts a real focus on the importance of books to children and that message was more important than ever this year.’ Source: Gateshead Libraries

'World Book Day is always a highlight of the library year. It is a special day when public libraries join forces with schools, school libraries and school library services to celebrate the joy of reading with children and their families. In 2021 despite lockdown, public libraries were able to creatively adapt plans, and work with partners to ensure that they were actively getting books into the hands of children. We know how much children have needed and valued stories as an escape and a comfort in this turbulent year and we are really proud of the way public libraries have responded to ensure they play a part in important reading events across the year.' Source: Sarah Mears MBE, Programme Manager, Libraries Connected

From prisons

‘We will be posting a copy to the children and then giving Dad the same copy so they can read together on a purple (video calls) visits. It’s also a great conversation starter if Dad and his child are reading the same book it’s something to talk about in letters and on the phone.’

'Thank you for the book, after not seeing my children for so long it was hard to know what to talk about on the phone or in letters so we could read some pages together and then read some on our own and talk about it a few days later.’

'My sons loved receiving their books in the post they read them to me on a purple visit and I could draw them pictures from the books and post them to them. Thank you so much you don't know how much these small things help.'

From booksellers

‘We weren't able to invite school children to the bookshop (usually we welcome over 350 children from local schools) but we found ways of getting books to schools instead and even

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

managed a couple of alfresco storytelling sessions in playgrounds with hot chocolate and star jumps to keep us warm!’

‘We bought an outdoor display stand and stacked the books on it with a collection box for the tokens. We wanted to make sure the children still had the excitement of choosing their own book.’

‘We linked with local schools and put together a 'voucher & collect' gazebo.’

From publishers

‘With our diverse Leicester heritage, Sweet Cherry aims to bring great stories within the reach of children from all backgrounds and abilities and so World Book Day is a campaign that's close to our hearts. The proven benefits of reading for pleasure are endless, and every year we put all of our resources and efforts into driving literacy rates higher and encourage our local community to read more.’ Source: Divia Kainth, Head of Sales and Marketing, Sweet Cherry

'HarperCollins were delighted to support and take part in World Book Day 2021 in particular during such a difficult year for many children and families, making this year’s messaging around sharing a story and celebrating reading even more important than ever. HarperCollins hosted some incredible virtual events to celebrate World Book Day, including a school assembly with David Walliams that was streamed into 5000 schools, 17,000 households reaching 454k viewers.' Source: Elisa Offord, Marketing Director, HarperCollins Children’s Books

From partners

‘Books and stories are food for the soul, they change lives and nourish futures. It is vital that we come together to ensure that all our children have the access and the opportunity to benefit from the enormous power of reading.’ Source: Louise Johns-Shepherd, CLPE CEO

‘Our research shows that over 380,000 children in the most disadvantaged communities don’t own a book of their own. We want to highlight our commitment to enabling children’s access to books. Books unlock a lifetime of benefits, from increasing wellbeing and confidence, to allowing children to feel represented and understood.’ Source: Jonathan Douglas CBE, Chief Executive of the National Literacy Trust

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Objectives for World Book Day 2021

1. Encourage all children to develop reading habits to improve life chances now, and for generations to come.

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

2. Be a powerful, collaborative celebration: an annual national event for all those working to encourage children to read for pleasure.

With our charity partners, we:

With our partners in publishing, we:

With our partners in bookselling, we:

With authors, illustrators and influencers, we:

With our corporate partners, we:

World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

3. Build our financial and administrative resilience to be more effective and increase our impact.

Beneficiaries of World Book Day

In 2020/21 World Book Day used several evidence sources to measure our impact and to review our achievements and performance.

In 2020 World Book Day also commissioned research from the National Literacy Trust to understand the difference it makes to children’s reading experience and enjoyment, and to allow it to better measure the long-term effect of its charitable activities on both individual beneficiaries and at a societal level. The report, ‘was delivered in 2021.

In 2020-21, World Book Day will continue to use this research to help us develop a robust evidence framework including a theory of change. This will guide the development of World Book Day’s strategy for 2020-25, and business plans that link World Book Day’s activities to outcomes and impacts.

National Literacy Trust, Annual Literacy Survey, 2021

Percentage of Children and YoungPeople have heard of WBD 96.9%
Percentage of Children and Young People take part in a WBD event or activity 64.8%
% of Children and Young People who say the book they ‘bought’ with their World
Book Day book token had been their first book of their own
13.2%
% of Children and Young People receiving free school meals
who say the book they ‘bought’ with their World Book Day book token had been
their first book of their own
18.8%
% read more books as a result of WBD 54.7%
% talk more about books with their family and friends as a result of WBD 45.3%
% share more books with their familyand friends as a result of WBD 37.8%
% Borrow more books from the library 29.6%
% Buy more books 40%
% Read more with their parents 30.5%

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Children and young people who take part in World Book Day activities inenjoy
readingcompared with their peers who don't take part
63.8%
(vs 48.4%)
Children and young people who take part in World Book Day activities say
theyread dailyin their free time compared with compared with their peers who
don't take part
45.2% (vs
34.6%)

Nielsen, Understanding the Children’s Book Consumer, 2020

% of children who discover new books via World Book Day 22%
World Book Day is an important source of book discovery:%of households with
an income of less than £18,000 p.a.
23%
World Book Day makes my child more enthusiastic about books and reading 27%
There is a good selection of World Book Day books to choose from 24%
The World Book Day voucher encourages us to go into bookshops 24%
World Book Day encourages me to read to them 21%
World Book Day is about school more than home reading 22%
What children like best about World Book Day 2020
Being read to 14%
Receiving book voucher / getting a new book 26%
Being able to personally choose a new book themselves 24%
Dressing up at school 34%
Nothing: they don't like/take part in World Book Day 27%

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

World Book Day £1 Books 2021

Comparison with Previous Years – UK & Ireland

UK Ireland UK & Ireland
2012 787,844 51,878 839,733
8 x titles
2013 780,331 60,505 840,836
8 x titles
2014 780,600 53,221 833,821
8 x titles
2015 837,950 58,794 896,744
10 x titles
2016 789,738 58,008 847,746
10 x titles
2017 1,006,327 73,733 1,080,060
10 x titles
2018 1,000,184 56,448 1,056,632
10 x titles

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

2019 1,113,204 78,480 1,191,684
10 x titles
2020 949,697 52,000 1,001,697
12x titles
2021 Data not available Nielsen did not have a
full market measure due
to the closure of physical
retail stores
Data not available
12 x titles

Source: Nielsen Bookscan

Financial review

Overall for the financial year ended 30 June 2021 the charity’s financial position has been stable.

It has continued to attract sponsorship and income associated with its charitable activities from companies within the publishing and bookselling industry. Funding secured from the Mercers Company (restricted funds of £190,000 over three years) and Arts Council England (£94,360 between February 2021 and August 2022) has significantly improved its year-on-year income.

The charity began work to consider the long-term sustainability and diversification of its income streams and has taken steps both to review and improve its income over the coming years.

World Book Day continues to maintain a close control on its costs and expenditure. The charity’s delivery of projects associated with grant income (including employment of staff) increased expenditure.

The charity achieved a net surplus of £43,827 resulting in a total funds position of £352,985, of which £208,991 is unrestricted.

Principal risks and uncertainties

The financial and operational effect of the COVID-19 pandemic on World Book Day has been considered by trustees. Although the impact of the lockdown on schools and booksellers has been significant it is believed that all major sources of income will remain stable.

Contingency plans are being developed for the delivery of future World Book Day events in the context of a further lockdown in 2022. World Book Day’s strategy for 2020-25 will also address the broader socio-economic context and the impact of the lockdown on children’s engagement with reading.

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Risk management

The trustees have examined the major strategic, business and operational risks which the charity faces and confirm that systems have been established to enable regular reports to be produced so that the necessary steps can be taken to minimise these risks. The trustees have taken steps to ensure that all child protection issues are properly addressed. A key element in the management of financial risk is the setting of a reserves policy and its regular review by trustees.

The Trustees have assessed the major risks to which the company is exposed, in particular those related to the operations and finances of the company, and are satisfied that systems and procedures are in place to mitigate our exposure to the major risks.

Investment powers and policy

Under the Memorandum of Association, the trustees have the power to deposit or invest funds in any manner they think fit, providing that they first obtain independent expert financial advice. In practice, any surplus funds are held on ordinary bank deposit and are likely to be so in the foreseeable future.

Reserves policy and going concern

It is the policy of the charity to aim to establish and maintain unrestricted funds at a level which equates to approximately 30% of the following year’s estimated resources to be expended. This provides sufficient funds to maintain, at least in the short term, the quality and effectiveness, of the annual World Book Day campaign in the event of there being a reduction in incoming resources.

The charity plans to review its reserves policy in 2022.

The charity’s actual free reserves at 30 June 2021 were £ 208,246 which equates to 32% of the total unrestricted resources expended in the year under review.

After making appropriate enquiries, the trustees have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.

Fundraising

World Book Day’s approach to fundraising is intended to protect its reputation and encourage public trust and confidence in the charity. It ensures that its approach to fundraising is open, honest and respectful.

World Book Day adheres to recognised standards, including the Charity Commissions six principles for trustees to take responsibility for fundraising and the Fundraising Regulator’s Code of Fundraising Practice. World Book Day is registered with the Fundraising Regulator.

World Book Day did not work with professional fundraisers or third parties during the year. During the year World Book Day received no complaints.

World Book Day contacts current and potential donors directly by email and in-person contact. These donors are commercial organisations or schools, rather than individuals.

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

World Book Day began leading schools’ fundraising activity in 2021. Book Aid International receives a portion of the funds raised by schools. In 2021 the amount was two thirds of the total funds raised by schools. In 2022 and 2023 the amount will be a minimum of 50% of the total funds raised by schools.

World Book Day works with two commercial participators, Pawprint and Goodstitch who promote the sale of badges and activity packs or T-shirts on the basis that a proportion of sales are donated to World Book Day.

World Book Day was successful in an application to the Mercers’ Company Reading and Writing for Pleasure Initiative in June 2020, for work to develop and provide evidence-based reading for pleasure teaching resources. A grant of £190,000 over three years was confirmed.

World Book Day also made a successful application to Arts Council England’s Project Grants funding programme. The charity will receive £94,360 between February 2021 and August 2022 for activities to grow reading for pleasure for children and young people 2021-2022. The three areas of work are; gaining insight into how WBD can engage more strongly with older children and young people, reaching communities most in need and diversifying the £1 book selection.

Plans for the future

World Book Day’s strategy for 2020-25 was published in late 2020. It sets out the trustees’ refreshed vision and objectives for the charity, including how it will work more effectively to reach children and families from disadvantaged backgrounds.

The objectives of that strategy are

1. Encourage all children to develop reading habits to improve life chances now, and for generations to come.

2. Be a powerful, collaborative celebration: an annual national event for all those working to encourage children to read for pleasure.

3. Build our financial and administrative resilience to be more effective and increase our impact.

World Book Day 2021 took place in the context of a deepening COVID-19 pandemic. From March 2020 the charity was able to monitor and respond to the changing circumstances and the likely impact of the pandemic on its beneficiaries, stakeholders, funders and operations. However in January 2021, just nine weeks before the World Book Day event, the Government announced a new national lockdown, the impact of which was significant.

The operation of the £1 token and £1 books exchange was severely disrupted; schools were closed to all children (except for the children of key workers and vulnerable children) and bookshops (other than supermarkets) were closed. Schools’ fundraising was also severely impacted. The charity set out the case for World Book Day’s role in providing a moment of joy and hope in a difficult year for children, and - in the context of the socio-economic and educational impact of the

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

COVID-19 pandemic - its role in supporting disadvantaged children and families to read for pleasure.

To improve accessibility World Book Day introduced a ‘print at home’ or digital version of the £1 token. World Book Day also worked with publishers and partners, including the National Literacy Trust, to ensure that £1 books reached children in communities most in need. Booksellers adapted plans to engage with children up and down the country.

World Book Day had planned for all events and activities to be delivered online in 2021 and saw impressive engagement figures;

World Book Day is operationally lean and agile, with low fixed costs. It was able to adapt to the circumstances with no significant financial impact, changes to the value of the charities’ assets and liabilities and investments, or changes to staff during the year.

The charity has plans to review its funding model and introduce longer term funding agreements, to a transparent funding structure, and to diversify its income streams, all of which will allow it to adapt more successfully to a changed context.

World Book Day intends to broaden its fundraising activity for 2022 and beyond and will introduce and implement income generation policy and plan in 2022.

The charity also plans to review its reserves policy, in the event that its level of reserves drops and changes to its future commitments are required.

World Book Day believes that in 2022 and beyond its work to encourage all children to develop a life-long habit of reading for pleasure, leading to improved life chances, will be increasingly relevant.

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Structure, governance and management

The organisation is a charitable company limited by guarantee, incorporated on 7 June 1999 and registered as a charity on 4 February 2000.

The company was established under a memorandum of association which established the objects and powers of the charitable company and is governed under its articles of association.

All trustees give their time voluntarily and receive no benefits from the charity. Any expenses reclaimed from the charity are set out in note 6 to the accounts.

Appointment of members

Under the terms of the company’s Articles of Association (approved September 2020) there shall be four members, of whom two shall be the Founder Members (Booksellers Association and Publishers Association). Each Founder Member may also nominate one individual or organisation to be admitted as an additional Member.

Method of nominating: members

Membership of the Charity is open to any individual or organisation interested in promoting the Objects who is nominated by either the Booksellers Association of the Publishers Association and signs the register of members or consents in writing to become a member either personally or (in the case of a member organisation) through an authorised representative.

Appointment of trustees

Under the terms of the company’s Articles of Association there shall be no more than 12 trustees at any one time.

The trustees shall comprise of up to three eligible persons appointed by the BA and PA and up to an additional six eligible persons.

The Chair will be appointed by the Trustees from among those of their number for a term of office of three years and may be reappointed for two consecutive terms.

The Vice-Chair is appointed by the Trustees from among their number for a maximum term of office of one year from the date of appointment or the remaining length of their then current three year term as a Trustee, whichever is the shorter.

Method of nominating: trustees

The method of recruiting BA and PA appointed trustees is set out in the Articles, supported by a process run by the BA and PA; each seek names of potential appointees from colleagues and others involved in the book trade and the world of reading. During 2021 the charity went through an open recruitment process, using its recruitment policy, to appoint three non-industry trustees (including a Chair).

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Trustee induction and training

New trustees are provided with a Trustee Handbook outlining their legal obligations under charity and company law and are made aware of the content of the Articles of Association, the decision making process and the financial performance and plans of the charity.

Organisation

The trustees are responsible for the overall administration of the charity and for making strategic decisions. Under the terms of the Articles of Association, the trustees must meet at least four times a year.

The implementation of strategic plans is carried out by the Executive, which includes the Chief Executive and World Book Day Manager. During the course of the year the charity appointed an Education Manager, a role focused on improving the quality of World Book Day’s education resources and funded by the Mercers’ Company.

World Book Day also contracted with freelance contractors and service providers to assist in the delivery of programme. A leading public relations company is employed on a contract basis to promote the charity’s activities. Staff employed by the Booksellers Association and the Publishers Association provide additional support and administration, free of charge to the charity.

Related parties and relationships with other organisations

The charity has a close relationship with both the Booksellers Association and Publishers Association.

The BA and PA are Founder Members of World Book Day and appoint two members to represent the Booksellers Association and the Publishers Association.

During the year, the charity paid £842 (2020: £1,009) to the BA for recharged expenses. At the year ended 30 June 2021, the charity owed the BA £Nil (2020: £Nil).

The charity received administrative assistance free of charge from both the BA and the PA. The charity has estimated this at £9,000 (2020: £9,000) and is included within the donated services in the year.

Throughout the year the charity’s Board included trustees holding senior positions at companies or organisations with the publishing and bookselling industries that provided financial donations.

The charity is sponsored by National Book Tokens, a subsidiary of the Booksellers Association.

The charity’s Board also included a trustee holding a senior position at a literacy charity, The National Literacy Trust, with whom World Book Day works on research and evaluation, and as a partner on the achievement of its charitable objectives.

Amounts received and paid during the year are detailed in the financial statements.

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Remuneration policy for key management personnel

The chief executive’s salary is set by the trustees and will be reviewed annually, referring to benchmarking information to confirm that the salary is reasonable and in line with the market. A performance and salary review is normally be carried out at least once in each year for all key management personnel.

Statement of responsibilities of the trustees

The trustees (who are also directors of World Book Day Limited for the purposes of company law) are responsible for preparing the trustees’ annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period.

In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charitable 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 charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as the trustees are aware:

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World Book Day Limited

Trustees’ annual report

For the year ended 30 June 2021

Members of the charity promise to pay up to £1 towards the assets of the charity in the event of winding up. The total number of such guarantees at 30 June 2021 was £4 (2020: £4).

Four of the trustees are members of the charity but this entitles them only to voting rights. The trustees have no beneficial interest in the charity.

Auditor

Sayer Vincent LLP was re-appointed as the charitable company's auditor during the year and has expressed its willingness to continue in that capacity.

The trustees’ annual report has been prepared in accordance with the special provisions applicable to companies subject to the small companies' regime.

The trustees’ annual report has been approved by the trustees on 26 January 2022 and signed on their behalf by

Emma Scott Chair and Trustee

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Independent auditor’s report

To the members of

World Book Day Limited

Opinion

We have audited the financial statements of World Book Day (the ‘charitable company’) for the year ended 30 June 2021 which comprise the statement of financial activities, balance sheet, statement of cash flows 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 FRS 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:

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 charitable 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 trustees' 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 World Book Day’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 trustees 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 trustees’ annual report, other than the financial statements and our auditor’s report thereon. The trustees 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

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Independent auditor’s report

To the members of

World Book Day Limited

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 the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the trustees’ annual 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:

Responsibilities of trustees

As explained more fully in the statement of trustees’ responsibilities set out in the trustees’ annual report, the trustees (who are also the directors of the charitable company for the purposes of company law) 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 trustees 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 trustees are responsible for assessing the charitable 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 trustees either intend to

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Independent auditor’s report

To the members of

World Book Day Limited

liquidate the charitable 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 are set out below.

Capability of the audit in detecting irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

22

Independent auditor’s report

To the members of

World Book Day Limited

tested significant transactions that are unusual or those outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the charitable 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 charitable 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 charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Fleur Holden (Senior statutory auditor) 14 February 2022

for and on behalf of Sayer Vincent LLP, Statutory Auditor Invicta House, 108-114 Golden Lane, LONDON, EC1Y 0TL

23

World Book Day Limited

Statement of financial activities (incorporating an income and expenditure account)

For the year ended 30 June 2021

For theyear ended 30June 2021
Note
Income from:
2
3
Encouraging access
Promotion of reading
4
Encouraging access
Promotion of reading
Developing resources
Reconciliation of funds:
Total funds brought forward
Total funds carried forward
Net income for the year being the net
movement in funds
Total expenditure
Charitable activities
Total income
Expenditure on:
Other
Donations
Charitable activities
Unrestricted
£
541,141
38,486
67,526
-
Restricted
£
92,182
-
-
-
2021
Total
£
633,323
38,486
67,526
-
739,335
360,544
243,630
91,334
695,508
43,827
309,158
352,985
Unrestricted
£
586,979
25,000
60,301
979
Restricted
£
100,000
-
-
-
2020
Total
£
686,979
25,000
60,301
979
647,153 92,182 673,259 100,000 773,259
360,544
243,630
43,521
-
-
47,813
382,727
295,223
18,217
-
-
375
382,727
295,223
18,592
647,695 47,813 696,167 375 696,542
(542)
209,533
44,369
99,625
(22,908)
232,441
99,625
-
76,717
232,441
208,991 143,994 209,533 99,625 309,158

All of the above results are derived from continuing activities. There were no other recognised gains or losses other than those stated above. Movements in funds are disclosed in note 14 to the financial statements.

24

World Book Day Limited

Balance sheet

Balance sheet Balance sheet
As at 30 June 2021 Company no. 03783095
Note
£
Non-current assets:
10
Current assets:
11
75,994
369,213
445,207
Liabilities:
12
(92,967)
14
208,991
Debtors
Restricted funds
Unrestricted funds
The funds of the charity:
Creditors: amounts falling due within one year
Net current assets
Total net assets
Cash at bank and in hand
Tangible assets
Total charity funds
2021
£
745
£
113,166
244,028
2020
£
595
745
352,240
595
308,563
445,207
(92,967)
357,194
(48,631)
208,991 209,533
352,985 309,158
143,994
352,985
99,625
309,158

Approved by the trustees on 26 January 2022 and signed on their behalf by

Emma Scott Chair and Trustee

25

World Book Day Limited

Statement of cash flows

For the year ended 30 June 2021

Cash flows from operating activities
Net income for the reporting period
(as per the statement of financial activities)
Depreciation charges
Decrease/(increase) in debtors
Increase/(decrease) in creditors
Net cash provided by operating activities
Change in cash and cash equivalents in the year
Cash and cash equivalents at the beginning of the year
Net cash used in investing activities
Cash flows from investing activities:
Purchase of fixed assets
Cash and cash equivalents at the end of the year
£
£
43,827
415
37,172
44,336
125,750
(565)
(565)
125,185
244,028
369,213
2021
£
£
43,827
415
37,172
44,336
125,750
(565)
(565)
125,185
244,028
369,213
2021
£
£
76,717
55
(29,233)
(29,808)
17,731
(650)
(650)
17,081
226,947
244,028
2020
£
£
76,717
55
(29,233)
(29,808)
17,731
(650)
(650)
17,081
226,947
244,028
2020
(565) (650)
125,185
244,028
17,081
226,947
369,213 244,028

26

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

a) Statutory information

World Book Day Limited is a charitable company limited by guarantee and is incorporated in England and Wales.

The registered office address is 6 Bell Yard, London, WC2A 2JR

b) Basis of preparation

The financial statements have been prepared in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) - (Charities SORP FRS 102), The Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy or note.

In applying the financial reporting framework, the trustees have made a number of subjective judgements, for example in respect of significant accounting estimates. Estimates 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 under the circumstances. The nature of the estimation means the actual outcomes could differ from those estimates. Any significant estimates and judgements affecting these financial statements are detailed within the relevant accounting policy below.

The charity meets the definition of a public benefit entity under FRS 102.

d) Going concern

The trustees consider that there are no material uncertainties about the charity's ability to continue as a going concern.

The trustees do not consider that there are any sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period.

Income is recognised when the charity has entitlement to the funds, any performance conditions attached to the income have been met, it is probable that the income will be received and that the amount can be measured reliably.

Income from government and other grants, whether ‘capital’ grants or ‘revenue’ grants, is recognised when the charity has entitlement to the funds, any performance conditions attached to the grants have been met, it is probable that the income will be received and the amount can be measured reliably and is not deferred.

Income received in advance of the provision of a specified service is deferred until the criteria for income recognition are met.

Donated professional services and donated facilities are recognised as income when the charity has control over the item or received the service, any conditions associated with the donation have been met, the receipt of economic benefit from the use by the charity of the item is probable and that economic benefit can be measured reliably. In accordance with the Charities SORP (FRS 102), volunteer time is not recognised so refer to the trustees’ annual report for more information about their contribution.

On receipt, donated gifts, professional services and donated facilities are recognised on the basis of the value of the gift to the charity which is the amount the charity would have been willing to pay to obtain services or facilities of equivalent economic benefit on the open market; a corresponding amount is then recognised in expenditure in the period of receipt.

World Book Day continues to receive support in our distribution of book tokens. See note 2 for additional information on the policy used in accounting for this support.

27

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

1 Accounting policies (continued)

Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the charity; this is normally upon notification of the interest paid or payable by the bank.

Restricted funds are to be used for specific purposes as laid down by the donor. Expenditure which meets these criteria is charged to the fund.

Unrestricted funds are donations and other incoming resources received or generated for the charitable purposes.

i) Expenditure and irrecoverable VAT

Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Expenditure is classified under the following activity headings:

Irrecoverable VAT is charged as a cost against the activity for which the expenditure was incurred.

j) Allocation of support and governance costs Resources expended are allocated to the particular activity where the cost relates directly to that activity. However, the cost of overall direction and administration of each activity, comprising the salary and overhead costs of the central function, is apportioned based on an estimate of staff time.

Governance costs are the costs associated with the governance arrangements of the charity. These costs are associated with constitutional and statutory requirements and include any costs associated with the strategic management of the charity’s activities.

k) Tangible fixed assets

Depreciation costs are allocated to activities on the basis of the use of the related assets in those activities. Assets are reviewed for impairment if circumstances indicate their carrying value may exceed their net realisable value and value in use.

Depreciation is provided at rates calculated to write down the cost of each asset to its estimated residual value over its expected useful life. The depreciation rates in use are as follows:

3 years 2 years

l) Debtors

Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

m) Cash at bank and in hand

Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

n) Creditors and provisions

Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

28

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

1 Accounting policies (continued)

o) Financial instruments

The charity only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

2 Income from donations

Income from donations
Sponsorship
Grants
Donated services and facilities
Other donations
Grant income received from
Arts Council England
Unrestricted
£
514,439
-
-
18,540
8,162
£
-
45,002
47,180
-
-
Restricted
2021
Total
£
514,439
45,002
47,180
18,540
8,162
Unrestricted
£
564,689
-
-
20,790
1,500
£
-
100,000
-
-
-
Restricted
2020
Total
£
564,689
100,000
-
20,790
1,500
541,141 92,182 633,323 586,979 100,000 686,979

Income from donated services and facilities relate to support received from the Booksellers' Association and Publishers' Association in the form of office space, equipment and administrative support to World Book Day.

As detailed in the trustees’ annual report, the charity distributed over 15 million World Book Day £1 Tokens. The charity paid for the design, printing and distribution of the World Book Day £1 Tokens. Some of the World Book Day £1 Tokens were redeemed against ordinary books. Other World Book Day £1 Tokens were exchanged for the World Book Day £1 Books; provided by publishers and bought by book retailers at a cost of 10p per unit.

3 Income from charitable activities

License fees
Sale of school packs
Unrestricted
£
76,971
29,041
£
-
-
Restricted
2021
Total
£
76,971
29,041
Unrestricted
£
50,000
35,301
£
-
-
Restricted
2020
Total
£
50,000
35,301
106,012 - 106,012 85,301 - 85,301

License fee income is split equally between Encouraging access and Promotion of reading charitable activities. Sale of school packs is included under Promotion of reading.

29

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

4a Analysis of expenditure (current year)

Staff costs (Note 6)
Biggest Book Show (online festival)
Printing costs
Distribution costs
Public relations
Library promotion
Donated services
Website, apps and social media costs
Project co-ordination
Artwork and design
Helpline costs
Evaluation
Point-of-sale materials
Audit & accountancy
Bank charges
Legal and Professional
Sundry expenses
Support costs
Governance costs
Total expenditure 2021
Total expenditure 2020
Encouraging
access
Promotion
of reading
Developing
resources
£
£
£
-
-
13,126
-
-
-
55,588
-
-
131,658
-
5,500
-
71,606
-
-
-
-
-
-
-
-
40,644
-
-
-
-
-
43,295
29,187
-
-
-
-
-
10,499
42,942
-
-
-
-
-
-
-
-
-
-
-
-
-
-
230,188
155,545
58,312
123,672
83,569
31,329
6,684
4,516
1,693
360,544
243,630
91,334
382,727
295,223
18,592
Charitable activities
Encouraging
access
Promotion
of reading
Developing
resources
£
£
£
-
-
13,126
-
-
-
55,588
-
-
131,658
-
5,500
-
71,606
-
-
-
-
-
-
-
-
40,644
-
-
-
-
-
43,295
29,187
-
-
-
-
-
10,499
42,942
-
-
-
-
-
-
-
-
-
-
-
-
-
-
230,188
155,545
58,312
123,672
83,569
31,329
6,684
4,516
1,693
360,544
243,630
91,334
382,727
295,223
18,592
Charitable activities
Governance
costs
£
-
-
-
-
-
-
-
-
-
-
-
-
-
7,150
-
5,743
-
12,893
-
(12,893)
-
-
Support
costs
£
139,168
-
-
-
-
-
18,540
-
40,068
-
-
-
-
18,213
324
19,472
2,785
238,570
(238,570)
-
-
-
2021 Total
£
152,294
-
55,588
137,158
71,606
-
18,540
40,644
40,068
72,482
-
10,499
42,942
25,363
324
25,215
2,785
695,508
-
-
695,508
2020
Total
£
73,466
33,438
69,826
141,259
64,950
2,800
20,790
58,344
87,231
29,680
15,238
12,875
53,964
21,477
234
5,963
5,007
Encouraging
access
£
-
-
55,588
131,658
-
-
-
-
-
-
-
-
42,942
-
-
-
-
230,188
123,672
6,684
360,544
382,727
Promotion
of reading
£
-
-
-
-
71,606
-
-
40,644
-
43,295
-
-
-
-
-
-
-
155,545
83,569
4,516
243,630
295,223
696,542
-
-
696,542

30

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

4b Analysis of expenditure (prior year)

Charitable activities

Staff costs (Note 6)
Biggest Book Show (online festival)
Printing costs
Distribution costs
Public relations
Library promotion
Donated services
Website, apps and social media costs
Project co-ordination
Artwork and design
Helpline costs
Evaluation
Point-of-sale materials
Audit & accountancy
Bank charges
Legal and Professional
Sundry expenses
Support costs
Governance costs
Total expenditure 2020
Encouraging
access
£
-
-
69,826
141,259
-
-
-
-
-
-
-
-
53,964
-
-
-
-
265,049
113,832
3,846
382,727
Promotion
of reading
£
-
33,438
-
-
64,950
2,800
-
58,344
-
29,680
15,238
-
-
-
-
-
-
204,450
87,806
2,967
295,223
Developing
resources
£
-
-
-
-
-
-
-
-
-
-
-
12,875
-
-
-
-
-
12,875
5,530
187
18,592
Governance
costs
£
-
-
-
-
-
-
-
-
-
-
-
-
-
7,000
-
-
-
7,000
-
(7,000)
-
Support
costs
£
73,466
-
-
-
-
-
20,790
-
87,231
-
-
-
-
14,477
234
5,963
5,007
207,168
(207,168)
-
-
2020 Total
£
73,466
33,438
69,826
141,259
64,950
2,800
20,790
58,344
87,231
29,680
15,238
12,875
53,964
21,477
234
5,963
5,007
696,542
-
-
696,542

31

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

This is stated after charging:

This is stated after charging:
2021 2020
£ £
Depreciation 415 55
Auditor's remuneration (excluding VAT):
Audit 7,150 7,000
Other 2,000 1,500

6 Analysis of staff costs, trustee remuneration and expenses, and the cost of key management personnel Staff costs were as follows:

Staff costs were as follows:
Social security costs
Salaries and wages
Employer’s contribution to defined contribution pension schemes
2021
£
136,922
9,999
5,373
2020
£
69,388
1,138
2,940
152,294 73,466

One employee earned between £80,000 - £89,999 during the year. No employee earned more than £60,000 in 2020.

The total employee benefits (including pension contributions and employer's national insurance) of the key management personnel were £125,315 (2020: £72,461).

The charity trustees were neither paid nor received any other benefits from employment with the charity in the year (2020: £nil). No charity trustee received payment for professional or other services supplied to the charity (2020: £nil).

Trustees' expenses represents the payment or reimbursement of travel and subsistence costs totalling £nil (2020: £600) incurred by nil (2020: 9) members relating to attendance at meetings of the trustees.

7 Staff numbers

The average number of employees (head count based on number of staff employed) during the year was 2.3 (2020: 1.3).

32

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

8 Related party transactions

The charity is a joint venture of The Booksellers Association (BA) and The Publishers Association (PA). Both the BA & PA have three members each appointed as trustees of the charity during the year.

During the year, the charity paid £842 (2020: £1,009) to the BA for recharged expenses.

The charity received administrative assistance free of charge from both the BA and the PA. The charity has estimated this at £9,000 (2020: £9,000), and is included within the donated services in the year.

During the year, the charity received sponsorship income of £156,500 (2020: £206,500) from Book Tokens Limited, a wholly owned subsidiary of BA. The charity paid for services received from Book Tokens Limited of £nil (2020: £2,119). As at 30 June 2021, there are no outstanding balances between the charity and Book Tokens Limited.

During the year, the charity paid for services received from National Literacy Trust £9,000 (2020: £6,650), a company of which the trustee J Douglas, is chief executive at the balance sheet date. As at 30 June 2021, there was a balance of £3,000 owed to National Literacy Trust.

During the year, the charity received sponsorship income of £6,600 (2020: £16,000) from Scholastic UK, a company of which the trustee S Thompson is a director. As at 30 June 2021, there are no outstanding balances between the charity and Scholastic UK. The charity also received sponsorship income of £57,936 (2020: £nil) from Hachette UK, a company of which the trustee A Bond is a director. As at 30 June 2021, there are no outstanding balances between the charity and Hachette UK.

9 Taxation

The charity is exempt from corporation tax as all its income is charitable and is applied for charitable purposes.

10 Tangible fixed assets

Tangible fixed assets
At the end of the year
Cost
At the start of the year
At the start of the year
Depreciation
Additions in year
At the end of the year
Net book value
At the end of the year
At the start of the year
Charge for the year
Website
£
-
-
Computer
equipment
£
650
565
Total
£
650
565
- 1,215 1,215
-
-
55
415
55
415
- 470 470
- 745 745
- 595 595

All of the above assets are used for charitable purposes.

33

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

Debtors
Accrued income
Net assets at 30 June 2021
Current assets
Trade debtors
VAT debtor
Prepayments
Accruals
Taxation and social security
Creditors: amounts falling due within one year
Trade creditors
Analysis of net assets between funds (prior year)
Creditors due within one year
Creditors due within one year
Tangible fixed assets
Analysis of net assets between funds (current year)
Tangible fixed assets
Net assets at 30 June 2020
Current assets
Unrestricted
£
745
285,840
(77,594)
2021
£
55,037
758
20,199
-
2020
£
5,927
3,572
3,667
100,000
75,994 113,166
2021
£
64,229
7,677
21,061
2020
£
15,729
2,443
30,459
92,967 48,631
Restricted
£
-
159,367
(15,373)
Total funds
£
745
445,207
(92,967)
208,991 143,994 352,985
Unrestricted
£
595
257,569
(48,631)
Restricted
£
-
99,625
-
Total funds
£
595
357,194
(48,631)
209,533 99,625 309,158

12 Creditors: amounts falling due within one year

13a Analysis of net assets between funds (current year)

13b Analysis of net assets between funds (prior year)

34

World Book Day Limited

Notes to the financial statements

For the year ended 30 June 2021

14a Movements in funds (current year)

Total restricted funds
Unrestricted funds:
Total funds
Restricted funds:
Charity of Sir Richard Whittington
Arts Council England
General funds
At 1 July
2020
£
99,625
-
Income &
gains
£
45,002
47,180
Expenditure
& losses
£
(38,813)
(9,000)
Transfers
£
-
-
At 30 June
2021
£
105,814
38,180
99,625 92,182 (47,813) - 143,994
209,533 647,153 (647,695) - 208,991
309,158 739,335 (695,508) - 352,985

The narrative to explain the purpose of each fund is given at the foot of the note below.

14b Movements in funds (prior year)

Total restricted funds
Total funds
Unrestricted funds:
General funds
Restricted funds:
Charity of Sir Richard Whittington
At 2 July
2019
£
-
Income &
gains
£
100,000
Expenditure
& losses
£
(375)
Transfers
£
-
At 30 June
2020
£
99,625
- 100,000 (375) - 99,625
232,441 673,259 (696,167) - 209,533
232,441 773,259 (696,542) - 309,158

Purposes of restricted funds

Charity of Sir Richard Whittington - funding will be used to employ a full time education manager to develop and provide evidence-based reading for pleasure teaching resources.

Arts Council England - funding will be used to explore and improve the role that reading plays in the lives of older children, to reach less engaged readers and disadvantaged communities to encourage reading and access to books, and to improve the cultural diversity of the £1 book selection.

15 Legal status of the charity

The charity is a company limited by guarantee and has no share capital. The liability of each member in the event of winding up is limited to £1.

35