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Registered number: 00946978 BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED COMPANY INFORMATION
Directors | David D'Urbano
| Alistair Norbury
Registered number | 00946978
Registered office | Floors 1-3
| 20 Vauxhall Bridge Road
| London United Kingdom
| SW1V 2SA
Independent auditor | Grant Thornton UK LLP
| 17th Floor
| 103 Colmore Row
| Birmingham United Kingdom
| B3 3AG
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED CONTENTS
| Page
Strategic Report | 1 - 4
Directors' Report | 5 - 7
Directors' Responsibilities Statement | 8
Independent Auditor's Report to the members of BMG Rights Management Services (UK) Limited | 9 - 13
Statement of Comprehensive Income | 14
Balance Sheet | 15
Statement of Changes in Equity | 16
Notes to the Financial Statements | 17 - 33
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their Strategic report for the year ended 31 December 2025 for BMG Rights Management Services (UK) Limited ('the Company' or 'BMG'). Principal activities The Company is a wholly-owned United Kingdom subsidiary of BMG Rights Management (UK) Limited. The Company is domiciled and registered in the United Kingdom. The Company provides a full suite of creative, marketing, distribution, royalty and administration services to its fellow group associates in the United Kingdom. It also provides certain royalty processing and collection services for BMG affiliates worldwide. Strategy The Company is part of an international group of companies focused on the management of music rights. At the core of the group’s strategy is delivering a high quality rights administration service to artists and writers. The Company provides administration services to its fellow group associates. Business review The profit before tax for the year has moved from a profit of £256,000 in 2024 to a profit of £786,000 in 2025. The movement is primarily due to a decrease in interest payable and similar expenses, which decreased from £2,556,000 in 2024 to £1,248,000 in 2025. The decrease related to interest payable on the cash pooling facility. As shown in the Company's Statement of comprehensive income on page 12, the Company reported revenues of £46,280,000 (2024: £38,772,000), the increase in revenue is caused by increased expenditure incurred during the year which is subsequently recharged out to other group companies. The net assets for the year have increased from £1,648,000 in 2024 to £2,200,000 in 2025, an increase of 33.5%. The movement is primarily due to the profit in the financial year. As shown in the Company's Balance sheet, there has been a decrease in the Company's debtors of £1,651,000 and creditors of £2,526,000 which is due to the timing of invoicing for both inward and outward intercompany management recharges compared to the prior year.
Key performance indicators ('KPIs')
The directors monitor the Company's performance in a number of ways including alternative performance measures ('APMs') such as profit and loss before tax, earnings before interest and tax ('EBIT') and EBIT as adjusted for depreciation and amortisation ('EBITDA'). The movement in revenue and gross profit has been explained in the Business review section. The Board makes use of certain APMs that are non-GAAP measures. The Board uses these to assess performance of the Company and considers them to provide useful supplementary information to the statutory results. The Board does not consider APMs to be more relevant or reliable than IFRS measures and notes that their definition and basis of calculation may differ from other companies. The Company's APMs are defined and a reconciliation to the most directly comparable IFRS measure is shown below. Page 1
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Key performance indicators ('KPIs') (continued)
EBITDA is calculated by adjusting loss or profit before tax for the following items: amortisation, depreciation, finance costs, and finance income. It is reported to the board as the Company is financed through intercompany funding, such as cash pooling, from its group parent companies and through equity and management considers this a useful proxy for the company’s performance. EBIT and EBITDA reconciliation:
|  | 2025 | 2024
|  | £000 | £000
| Profit before tax | 786 | 256
| Adjustment for: |  |
| Interest receivable and similar income | (907) | (1,698)
| Interest payable and similar expenses | 1,248 | 2,556
| EBIT | 1,127 | 1,114
| Depreciation of tangible assets | 650 | 1,378
| EBITDA | 1,777 | 2,492
EBIT for the period was a profit of £1,127,000 (2024: £1,114,000) which was primarily driven by the increased expenses which have been recharged as revenue to other group companies. EBITDA for the period of £1,777,000 (2024: £2,492,000) is in line with expectations after taking into consideration key movements discussed in the business review. The KPIs are in line with forecast.
Principal risks and uncertainties
The Company's operations expose it to a variety of commercial and financial risks. The Company is subject to risk management procedures and an annual risk assessment implemented by the ultimate parent Company, Bertelsmann SE & Co KGaA. The Company has procedures in place to make the directors aware of the various risks to the Company's business. The risks are monitored and reported to management. Although the Company's operations expose it to a variety of commercial and financial risks, the shared service nature of the Company's activities and intra group customer base, significantly reduce these risk areas. Liquidity and cash flow risk The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Company expects to meet its financial obligations through operating cash flows. The Company’s results, including cash flows, are reviewed by the Board on a monthly basis. Risks are further mitigated by the cash pooling arrangements in place across the Bertelsmann group, which ensures funds are available to the Company to meet all liabilities as and when they fall due. Page 2
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' section 172 statement
Directors of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: a)The likely consequences of any decision in the long term; b)The interests of the Company’s employees; c)The need to foster the Company’s business relationships with suppliers, customers and others; d)The impact of the Company’s operations on the community and the environment; e)The desirability of the Company maintaining a reputation for high standards of business conduct; and f)The need to act fairly as between members of the Company. When making decisions and setting the strategy for the Company, the directors engage with management to ensure that due consideration has been given to the impacts on key stakeholders including shareholders, employees, suppliers, customers, the community, and the environment to ensure that the company maintains a high level of ethical business practice. The directors fulfil these duties as follows: Long- term decision making The Board operates a structured governance model which supports the Company in ensuring that decisions are considered, documented and reported upon, and in alignment with its strategic plans. Detailed budgets and forecasts are prepared which enable the Board to track performance and ensure that it is as expected, or that mitigation steps are taken to deliver performance in line with, or close to, expectations. The Board and senior management personnel operate within this structure, with the aim of promoting the success of the Company and delivering long- term shareholder value. The Board is presented with regular board packs and other information that it needs to fulfil its responsibilities. During the period at Board meetings the Board have discussed and made decisions on a number of specific issues including business priorities and strategy, capital investment and the ongoing management of the current economic situation. The interest of the Company’s employees The Board recognises that employees are central to the long-term success of the Company. The Company systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the Company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Company plays a major role in maintaining its prosperity. The Company encourages the involvement of employees by means of regular meetings with staff and staff representatives to keep them informed of the Company’s progress. The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or sexual orientation. Engagement with suppliers, customers and others The directors appreciate the importance of fostering business relationships with key stakeholders, such as customers and suppliers, and focus on the maintenance and growth of these relationships in their decision-making and strategic planning. The Company employs dedicated relationship managers to foster these relationships which also ensures the board has a high degree of visibility to take stakeholder considerations into account. Page 3
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Directors' section 172 statement (continued) Community and environment The Company’s approach is to use its position of strength to ensure it is an asset to the communities and people with which it interacts. The Board ensures significant consideration is given to the impact of the Company’s operations on the community and environment in their decision-making. The Company strives to create positive change in reducing the environmental standards, whilst maintaining effective and continuing business practices. High standards of business conduct The Company has a Code of Conduct setting out the behaviours and values expected of all of our employees, which is communicated to all colleagues. Company processes ensure the Board and management are continually updated on the operation of the code and an independent whistleblowing service enables employees and third parties to anonymously raise concerns. Through its oversight and monitoring role, the Board requires all of its people to work to the highest standards of business conduct. Shareholders As a wholly owned subsidiary, the Company operates within the wider Group strategy for shareholder engagement. The Company’s activities and strategic direction are aligned with the Group and subject to oversight and approval by the parent undertaking.
General
The Company is presenting the financial statements in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). This report was approved by the board on 22 June 2026 and signed on its behalf.
David D'Urbano Director
Page 4
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The profit for the year, after taxation, amounted to £552 thousand (2024 - £437 thousand). The directors do not recommend a dividend (2024: £nil).
Directors
The directors who served during the year were:
David D'Urbano
Alistair Norbury
Page 5
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future developments
The business continues to undergo review to identify further optimisation potential and cost structures are likewise being optimised and brought into alignment with business expectations. Going concern In preparing these financial statements, the directors have assessed the ability of the Company to continue to operate for a period of at least twelve months from the date of signing the financial statements. The going concern period considered is to 30 June 2027. The Company has undertaken a risk assessment and forecasting exercise to assess the Company’s liquidity position. The forecast for the going concern period has been prepared using the three year plan approved by the Board and takes account of prior trends and key cost drivers such as inflation. For the purposes of the Company’s going concern assessment, the directors have performed sensitivity analysis on cashflows based on unforeseen changes in demand and the potential impact of increased inflationary pressures. In addition, reverse stress testing has been performed to establish the levels of performance where cash availability would be breached. The results of the analysis demonstrated that there was sufficient cash availability within the current intra group cash pooling facility to deal with all of the identified plausible scenarios. The forecast is dependent on the group cash pooling facility with BMG Rights Management (UK) Limited being available for the going concern period. The directors note that the Company has received written confirmation from BMG Rights Management (UK) Limited that it will not seek repayment of the amounts currently due for the going concern period and that the cash pooling facility will be available throughout on the same terms. Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed and the written confirmation of support from BMG Rights Management (UK) Limited, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Engagement with employees Disabled employees We confirm that BMG Rights Management Services (UK) Limited complies with the Disability Discrimination Act 1995, which replaced the Disabled Persons (Employment) Act 1944. Where existing employees become disabled, it is the Company's policy wherever practical to provide continuing employment under normal terms and conditions and to provide training, career development and promotion wherever appropriate. Employee involvement During the year, the policy of providing employees with information about the Company has continued and employees are encouraged to present their suggestions and views on the Company's performance. Regular meetings are held between management and employees to allow a free flow of information and ideas. Matters covered in the Strategic report Details on financial risk management, engaging with customers, suppliers and other stakeholders are not included in the Directors' report as they are considered to be of strategic importance to the Company and, as Page 6
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 allowed under the Companies Act 2006 s414C (11), they have instead been included in the Strategic report. Qualifying indemnity provisions The Company had no qualifying third party indemnity provisions in place at any time during the financial year (2024: none).
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Independent auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 22 June 2026 and signed on its behalf.
David D'Urbano Director
Page 7
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 8
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED
Opinion
We have audited the financial statements of BMG Rights Management Services (UK) Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Page 9
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED (CONTINUED)
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern. In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as the cost of living crisis impacting consumer spending patterns and the impact of worldwide events such as the Middle East conflict, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period. In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 10
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED (CONTINUED)
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 11
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the following laws and regulations were most significant; United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice), the Companies Act 2006 and the relevant tax compliance regulations in the UK. ∙We enquired of management concerning the company’s policies and procedures relating to: - the identification, evaluation and compliance with laws and regulations; - the detection and response to the risks of fraud; and - the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations. ∙We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud. We corroborated our inquiries through our review of board minutes. ∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures are performed by the engagement team included: - identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; - challenging assumptions and judgements made by management in its significant accounting estimates; - identifying and testing journal entries, in particular journal entries with unusual account combinations that increased revenues or that reduced costs in the Statement of comprehensive income; and - assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item. ∙In addition, we completed audit procedures to conclude on the compliance of disclosures in the Reports and financial statements with applicable financial reporting requirements. ∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws Page 12
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED (CONTINUED) and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. ∙The assessment of the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team’s: - Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation; - knowledge of the industry in which the client operates; and understanding of the legal and regulatory requirements specific to the entity including, the provisions of the applicable legislation and the applicable statutory provision. ∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. David P White Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Birmingham 22 June 2026 Page 13
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £000 | £000
Revenue | 4 | 46,280 | 38,772
Administrative expenses |  | (45,153) | (37,658)
Operating profit | 5 | 1,127 | 1,114
Interest receivable and similar income | 7 | 907 | 1,698
Interest payable and similar expenses | 8 | (1,248) | (2,556)
Profit before tax |  | 786 | 256
Tax on profit | 9 | (234) | 181
Profit for the financial year |  | 552 | 437
Other comprehensive income |  | - | -
Total comprehensive income for the year |  | 552 | 437
All activities derive from continuing operations. There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of comprehensive income.
The notes on pages 17 to 33 form part of these financial statements.
Page 14
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED REGISTERED NUMBER: 00946978 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | 1,043 |  | 1,366
|  |  | 1,043 |  | 1,366
Current assets |  |  |  |  |
Debtors | 11 | 16,018 |  | 17,669 |
|  | 16,018 |  | 17,669 |
Creditors: amounts falling due within one year | 12 | (14,861) |  | (17,387) |
Net current assets |  |  | 1,157 |  | 282
Total assets less current liabilities |  |  | 2,200 |  | 1,648
Net assets |  |  | 2,200 |  | 1,648
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | - |  | -
Profit and loss account | 16 |  | 2,200 |  | 1,648
|  |  | 2,200 |  | 1,648
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 June 2026.
David D'Urbano
Director
The notes on pages 17 to 33 form part of these financial statements. Page 15
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 January 2024 | - | 1,211 | 1,211
Comprehensive income for the year |  |  |
Profit for the year | - | 437 | 437
At 1 January 2025 | - | 1,648 | 1,648
Comprehensive income for the year |  |  |
Profit for the year | - | 552 | 552
At 31 December 2025 | - | 2,200 | 2,200
| The notes on pages 17 to 33 form part of these financial statements.
Page 16
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
BMG Rights Management (UK) Services Limited ('the Company') is a private company limited by shares and incorporated in England and Wales. The address of its registered office is Floors 1-3, 20 Vauxhall Bridge Road, London, SW1V 2SA. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006. In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (“UK-adopted IFRS”), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities). ∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; - paragraph 73(e) of IAS 16 Property, Plant and Equipment; - paragraph 118(e) of IAS 38 Intangible Assets; ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures (key management compensation). ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member Page 17
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions (continued)
This information is included in the consolidated financial statements of Bertelsmann SE & Co KGaA as at 31 December 2025 and these financial statements may be obtained from Bertelsmann SE &Co KGaA, Corporate Communications, Carl Bertelsmann Strasse 270, Postfach 111, D-33311Gütersloh, Germany.
| 2.3 | Going concern
In preparing these financial statements, the directors have assessed the ability of the Company to continue to operate for a period of at least twelve months from the date of signing the financial statements. The going concern period considered is to 30 June 2027. The Company has undertaken a risk assessment and forecasting exercise to assess the Company’s liquidity position. The forecast for the going concern period has been prepared using the three year plan approved by the Board and takes account of prior trends and key cost drivers such as inflation. For the purposes of the Company’s going concern assessment, the directors have performed sensitivity analysis on cashflows based on unforeseen changes in demand and the potential impact of increased inflationary pressures. In addition, reverse stress testing has been performed to establish the levels of performance where cash availability would be breached. The results of the analysis demonstrated that there was sufficient cash availability within the current intra group cash pooling facility to deal with all of the identified plausible scenarios. The forecast is dependent on the group cash pooling facility with BMG Rights Management (UK) Limited being available for the going concern period. The directors note that the Company has received written confirmation from BMG Rights Management (UK) Limited that it will not seek repayment of the amounts currently due for the going concern period and that the cash pooling facility will be available throughout on the same terms. Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed and the written confirmation of support from BMG Rights Management (UK) Limited, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 2.4 | Revenue
Revenue is measured at the fair value of the consideration receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and value added tax. Revenue comprises of management recharges in relation to the administration support services to affiliates. Revenue is recognised on completion of services and is invoiced to the client on pre-determined billing criteria.
| 2.5 | Interest receivable and similar income
Interest receivable and similar income comprises interest receivable on funds invested and foreign exchange gains that are recognised in the Statement of comprehensive income. Interest income is recognised in the income statement as it accrues, using the effective interest method. Page 18
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Interest payable and similar expenses
Interest payable and similar expenses comprises interest payable and foreign exchange losses that are recognised in the Statement of comprehensive income. Interest payable is recognised in the income statement as it accrues, using the effective interest method.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Obligations for contributions to the defined contributions pension plan are recognised as an expense in the Statement of comprehensive income as incurred.
| 2.8 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in pound sterling, which is also the functional currency of the Company. Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Management assess the underlying asset and liability in the transaction to determine the nature of the foreign exchange gains and losses. As this results from operating activities gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Statement of comprehensive income within ‘Administrative expenses’. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the Statement of comprehensive income under administrative expenses. Page 19
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Current and deferred taxation
Tax for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the Balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax bases of those assets and liabilities. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the Balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
| 2.10 | Tangible assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Page 20
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Tangible assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | 5 - 20 years
|  |  |  | Office equipment | - | 3 - 13 years
|  |  |  | Leased office premises | - | Over the lease term
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Management applies judgement in determining both the residual value and economic life of the asset. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income. Assets under construction are not depreciated.
| 2.11 | Impairment of assets
The carrying amounts of the Company's assets are reviewed at each Balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of comprehensive income. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of non-financial assets is the higher of its fair value, less costs to sell, and its 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 an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. In respect of non-financial assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Page 21
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Trade debtors and amounts owed by group undertakings
Trade debtors and amounts owed by group undertakings are measured at amortised cost, less any allowance for expected credit losses. The Company applies IFRS 9 when using the expected credit loss model. Management adopts the “simplified approach” to determine an amount equal to the lifetime expected credit losses for insignificant trade debtors and a risk score on an individual basis for significant trade debtors. To measure the expected credit losses, trade debtors are grouped based on shared credit risk characteristics and the balance of uninsured debt across the Company.
| 2.13 | Creditors including group undertakings
Trade and other creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers or a commitment to provide goods and services where monies have been receipted. Page 22
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Financial assets
The company classifies its financial assets in the following categories: ∙Amortised cost ∙Fair value through profit or loss (FVTPL) ∙Fair value through other comprehensive income (FVOCI) The classification depends on the purpose for which the financial assets were acquired i.e. the entity’s business model for managing the financial assets and/or the contractual cash flow characteristics of the financial asset. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: ∙it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and ∙its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Subsequent to initial recognition these are measured at amortised cost using the effective interest method. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the Statement of comprehensive income and presented in other (expenses)/income together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the Statement of comprehensive income under ‘net impairment losses on financial and contract assets’. On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis. All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. The company does not have any assets classified at FVOCI nor FVTPL. The company assesses at the end of each reporting period whether there is objective evidence that one or more event has occurred which has impacted on the estimated cash flows of the financial asset. Financial assets are impaired and impairment losses are incurred only if such objective evidence of impairment can be reliably measured.
| 2.15 | Offsetting of financial instruments
Financial assets and liabilities are offset and the net amount reported in the Balance sheet if there is currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. Page 23
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates, underlying assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Key accounting estimates and assumptions In the opinion of the directors, there are no key accounting estimates and assumptions identified in the preparation of the financial statements. Judgements In the opinion of the directors, there are no critical judgements identified in the preparation of the financial statements.
4. | Revenue
Analysis of revenue by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| United Kingdom | 39,518 | 32,169
| Europe | 6,762 | 6,603
|  | 46,280 | 38,772
| All assets used by the Company are held in the United Kingdom.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Depreciation of tangible assets | 650 | 1,378
| Foreign exchange loss | 52 | 4
| Auditors remuneration: Audit services | 600 | 630
| Auditor’s remuneration includes payment of audit fees on behalf of other subsidiaries of BMG Rights Management (UK) Limited which are recharged to these subsidiaries as part of the management charges. Audit fees of £65,000 for the year ended 31 December 2025 (2024: £72,500) related to the audit of these financial statements.
Page 24
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Employees and directors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Wages and salaries | 16,655 | 16,192
| Social security costs | 2,322 | 1,971
| Staff pension costs | 1,122 | 1,118
|  | 20,099 | 19,281
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management | 33 | 33
|  | Administration | 202 | 211
|  |  | 235 | 244
|  | 2025 | 2024
|  | £000 | £000
| Directors' remuneration: |  |
| Aggregate emoluments | 974 | 890
| Company pension contributions to money purchase schemes | 51 | 48
|  | 1,025 | 938
Retirement benefits are accruing to 2 directors (2024: 2) under a money purchase scheme.
|  | 2025 | 2024
|  | £000 | £000
| Highest paid director: |  |
| Aggregate emoluments | 596 | 542
| Company pension contributions to money purchase schemes | 31 | 28
|  | 627 | 570
Page 25
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Interest receivable on cash pooling | 907 | 1,698
|  | 907 | 1,698
| Further details regarding cash pooling arrangements are included in note 12.
8. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Interest payable on cash pooling | 1,248 | 2,533
| Interest on lease liabilities | - | 23
|  | 1,248 | 2,556
| Further details regarding cash pooling arrangements are included in note 12.
9. | Tax on profit
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Current taxation |  |
| UK corporation tax on profit for the year | 146 | (53)
| Adjustments in respect of prior years | 3 | (60)
|  | 149 | (113)
| Total current tax | 149 | (113)
| Deferred tax |  |
| Origination and reversal of temporary differences | 88 | 193
| Adjustments in respect of prior years | (3) | (261)
| Total deferred tax | 85 | (68)
| Total tax charge/(credit) | 234 | (181)
Page 26
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 9.Tax on profit (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year differs from the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit before tax | 786 | 256
| Profit multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 196 | 64
| Effects of: |  |
| Adjustments to current tax in respect of prior years | 3 | (60)
| Adjustments to deferred tax in respect of prior years | (3) | (261)
| Expenses not deductible for tax purposes | 38 | 76
| Total tax charge/(credit) | 234 | (181)
Page 27
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Tangible assets
|  | Leasehold improvements | Office equipment | Assets under construction | Right-of-use: Office premises | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost |  |  |  |  |
| At 1 January 2025 | 988 | 1,439 | 766 | 6,625 | 9,818
| Additions | 71 | 261 | - | - | 332
| Disposals | (988) | (184) | - | (6,625) | (7,797)
| Transfers between classes | 766 | - | (766) | - | -
| At 31 December 2025 | 837 | 1,516 | - | - | 2,353
| Depreciation |  |  |  |  |
| At 1 January 2025 | 964 | 1,132 | - | 6,356 | 8,452
| Charge for the year on owned assets | - | 247 | - | - | 247
| Charge for the year on right-of-use assets | 134 | - | - | 269 | 403
| Disposals | (988) | (179) | - | (6,625) | (7,792)
| At 31 December 2025 | 110 | 1,200 | - | - | 1,310
| Net book value |  |  |  |  |
| At 31 December 2025 | 727 | 316 | - | - | 1,043
| At 31 December 2024 | 24 | 307 | 766 | 269 | 1,366
| During the year, the lease of the Company’s former office expired, resulting in the derecognition of the fully depreciated right-of-use asset and leasehold improvements. Assets under construction in the prior year, relating to the new office fit-out, were completed and capitalised as leasehold improvements during the year.
Page 28
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amounts owed by group undertakings | 15,170 | 15,157
| Other debtors | 358 | 1,735
| Prepayments and accrued income | 291 | 493
| Deferred tax asset | 199 | 284
|  | 16,018 | 17,669
| Amounts owed by group undertakings are repayable on demand, unsecured and interest free. Deferred tax assets of £120,000 (2024: £158,000) fall due after more than one year.
12. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade creditors | 309 | 1,038
| Amounts owed to group undertakings | 10,891 | 11,146
| Accruals and deferred income | 3,661 | 5,203
|  | 14,861 | 17,387
| Amounts owed to group undertakings include group cash pooling facility balance of £8,897,000 (2024: £4,849,000) and is unsecured and repayable on demand and bears interest at the GBP SONIA rate plus a margin of 1.5% (2024: 2.75%). Other amounts owed to group undertakings are unsecured and repayable on demand.
Page 29
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Deferred tax assets
| Movement in recognised deferred tax during the year: | 1 January 2025 | Income statement movement | 31 December 2025
|  | £000 | £000 | £000
| Short term timing differences | 126 | (47) | 79
| Deferred capital allowances | 158 | (38) | 120
|  | 284 | (85) | 199
| Movement in recognised deferred tax during the previous year: | 1 January 2024 | Income statement movement | 31 December 2024
|  | £000 | £000 | £000
| Short term timing differences | 92 | 34 | 126
| Deferred capital allowances | 124 | 34 | 158
|  | 216 | 68 | 284
Below is an analysis of the expected future recoverability of the deferred tax assets:
|  | 2025 | 2024
|  | £000 | £000
| Deferred tax assets due within 12 months | 79 | 126
| Deferred tax assets due in more than 12 months | 120 | 158
|  | 199 | 284
Page 30
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Leases
| Company as a lessee
| The Company previously leased office premises which were recognised as a right-of-use asset under IFRS 16. The lease liability was fully settled prior to the expiry of the lease, and no lease liability was outstanding at 31 December 2025 or 31 December 2024. The right-of-use asset was fully depreciated and derecognised on completion of the lease. The Company’s current office arrangement does not give rise to a right-of-use asset or lease liability under IFRS 16.
| The amounts recognised in the financial statements in relation to leases are as follows:
|  |  |  | 2025 | 2024
|  |  |  | £000 | £000
| Right-of-use assets |  |
| Buildings | - | 269
|  | - | 269
Amount charged to the Statement of comprehensive income in respect of leases
|  | 2025 | 2024
|  | £000 | £000
| Depreciation - buildings | 269 | 1,076
| Interest on building lease liabilities | - | 23
|  | 269 | 1,099
15. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 1 (2024: 1) Ordinary share of £1.00 | - | -
| There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
16. | Reserves
Profit and loss account This includes all current and prior period retained profits and losses. All reserves in respect of profit and loss are distributable reserves. Page 31
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Post balance sheet events
There were no significant post balance sheet events which have happened since the year end effecting the Company.
18. | Capital commitments
As at 31 December 2025 the Company had capital commitments totalling £nil (2024: £248,000). The capital commitments are in respect of contracts for future capital leasehold improvement expenditure.
19. | Pension commitments
The Company operates a defined contribution pension scheme. The pension costs charge for the year represents contributions payable by the Company to the scheme and amounted to £1,122,000 for the year ended 31 December 2025 (2024: £1,118,000). As at 31 December 2025 there was £191,000 (2023: £184,000) payable to the pension scheme.
20. | Related party transactions
| As the Company is a wholly owned subsidiary of BMG Rights Management (UK) Limited, which is in turn wholly owned within the Bertelsmann SE & Co. KGaA group, the Company is exempt from the requirement, under International Accounting Standard 24 ‘Related party disclosures’, to disclose transactions with entities that are wholly owned by BMG Rights Management (UK) Limited or the wider Bertelsmann SE & Co. KGaA group. The Company has taken advantage of this exemption. During the year the Company entered into the following transactions with related parties not wholly owned by the group:
| Sales of services
|  | 2025 | 2024
|  | £000 | £000
| BMG Rights Management Brasil Ltda | 42 | -
|  | 42 | -
| Trade receivable balance
|  | 2025 | 2024
|  | £000 | £000
| BMG Rights Management Brasil Ltda | 42 | -
|  | 42 | -
Page 32
BMG RIGHTS MANAGEMENT SERVICES (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Controlling party
The immediate parent company is BMG Rights Management (UK) Limited, a company incorporated in the United Kingdom. The ultimate parent company is Bertelsmann SE & Co. KGaA. The results of the Company are included in the consolidated financial statements of Bertelsmann SE & Co. KGaA which is registered at Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany. These consolidated financial statements are publicly available. No other group financial statements include the results of the Company.
Page 33