Caseware UK (AP4) 2025.0.111 2025.0.111 2025-12-31 2025-12-31 2025-01-01 false The Comapny acts as the internedite holding Company for entities under the Penguin Random House Group, excpet for thos entities within the United States of America. The principal activity of the Company's subsidiaries contimues to be publishing, warehousing and the distribution of books. The Company is also the holding Company for several dormant entities.3 3 true false 03185285 2025-01-01 2025-12-31 03185285 2024-01-01 2024-12-31 03185285 2025-12-31 03185285 2024-12-31 03185285 2024-01-01 03185285 1 2025-01-01 2025-12-31 03185285 1 2024-01-01 2024-12-31 03185285 2 2025-01-01 2025-12-31 03185285 2 2024-01-01 2024-12-31 03185285 5 2025-01-01 2025-12-31 03185285 5 2024-01-01 2024-12-31 03185285 6 2025-01-01 2025-12-31 03185285 6 2024-01-01 2024-12-31 03185285 d:CompanySecretary1 2025-01-01 2025-12-31 03185285 d:Director2 2025-01-01 2025-12-31 03185285 d:Director3 2025-01-01 2025-12-31 03185285 d:Director3 2025-12-31 03185285 d:Director4 2025-01-01 2025-12-31 03185285 d:Director4 2025-12-31 03185285 d:Director5 2025-01-01 2025-12-31 03185285 d:Director5 2025-12-31 03185285 d:RegisteredOffice 2025-01-01 2025-12-31 03185285 e:CurrentFinancialInstruments 2025-12-31 03185285 e:CurrentFinancialInstruments 2024-12-31 03185285 e:CurrentFinancialInstruments 3 2025-12-31 03185285 e:CurrentFinancialInstruments 3 2024-12-31 03185285 e:Non-currentFinancialInstruments 2025-12-31 03185285 e:Non-currentFinancialInstruments 2024-12-31 03185285 e:CurrentFinancialInstruments e:WithinOneYear 2025-12-31 03185285 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 03185285 e:Non-currentFinancialInstruments e:AfterOneYear 2025-12-31 03185285 e:Non-currentFinancialInstruments e:AfterOneYear 2024-12-31 03185285 e:UKTax 2025-01-01 2025-12-31 03185285 e:UKTax 2024-01-01 2024-12-31 03185285 e:ShareCapital 2025-12-31 03185285 e:ShareCapital 2024-12-31 03185285 e:ShareCapital 2024-01-01 03185285 e:SharePremium 2025-01-01 2025-12-31 03185285 e:SharePremium 2025-12-31 03185285 e:SharePremium 1 2025-01-01 2025-12-31 03185285 e:SharePremium 2 2025-01-01 2025-12-31 03185285 e:SharePremium 2024-12-31 03185285 e:SharePremium 2024-01-01 03185285 e:SharePremium 1 2024-01-01 2024-12-31 03185285 e:SharePremium 2 2024-01-01 2024-12-31 03185285 e:ForeignCurrencyTranslationReserve 2025-01-01 2025-12-31 03185285 e:ForeignCurrencyTranslationReserve 2025-12-31 03185285 e:ForeignCurrencyTranslationReserve 1 2025-01-01 2025-12-31 03185285 e:ForeignCurrencyTranslationReserve 2 2025-01-01 2025-12-31 03185285 e:ForeignCurrencyTranslationReserve 2024-12-31 03185285 e:ForeignCurrencyTranslationReserve 2024-01-01 03185285 e:ForeignCurrencyTranslationReserve 1 2024-01-01 2024-12-31 03185285 e:ForeignCurrencyTranslationReserve 2 2024-01-01 2024-12-31 03185285 e:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 03185285 e:RetainedEarningsAccumulatedLosses 2025-12-31 03185285 e:RetainedEarningsAccumulatedLosses 1 2025-01-01 2025-12-31 03185285 e:RetainedEarningsAccumulatedLosses 2 2025-01-01 2025-12-31 03185285 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 03185285 e:RetainedEarningsAccumulatedLosses 2024-12-31 03185285 e:RetainedEarningsAccumulatedLosses 2024-01-01 03185285 e:RetainedEarningsAccumulatedLosses 1 2024-01-01 2024-12-31 03185285 e:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 03185285 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:UnlistedNon-exchangeTraded 2025-12-31 03185285 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:UnlistedNon-exchangeTraded 2024-12-31 03185285 d:OrdinaryShareClass1 2025-01-01 2025-12-31 03185285 d:OrdinaryShareClass1 2025-12-31 03185285 d:OrdinaryShareClass1 2024-12-31 03185285 d:FRS102 2025-01-01 2025-12-31 03185285 d:Audited 2025-01-01 2025-12-31 03185285 d:FullAccounts 2025-01-01 2025-12-31 03185285 d:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 03185285 e:Subsidiary2 2025-01-01 2025-12-31 03185285 e:Subsidiary2 1 2025-01-01 2025-12-31 03185285 e:Subsidiary3 2025-01-01 2025-12-31 03185285 e:Subsidiary3 1 2025-01-01 2025-12-31 03185285 e:Subsidiary5 2025-01-01 2025-12-31 03185285 e:Subsidiary5 1 2025-01-01 2025-12-31 03185285 e:Subsidiary6 2025-01-01 2025-12-31 03185285 e:Subsidiary6 1 2025-01-01 2025-12-31 03185285 e:Subsidiary7 2025-01-01 2025-12-31 03185285 e:Subsidiary7 1 2025-01-01 2025-12-31 03185285 e:Subsidiary8 2025-01-01 2025-12-31 03185285 e:Subsidiary8 1 2025-01-01 2025-12-31 03185285 e:Subsidiary9 2025-01-01 2025-12-31 03185285 e:Subsidiary9 1 2025-01-01 2025-12-31 03185285 e:Subsidiary10 2025-01-01 2025-12-31 03185285 e:Subsidiary10 1 2025-01-01 2025-12-31 03185285 6 2025-01-01 2025-12-31 03185285 f:PoundSterling 2025-01-01 2025-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 03185285 BERTELSMANN UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
BERTELSMANN UK LIMITED COMPANY INFORMATION
Directors | Mark Gardiner
| Robert Grant (resigned 31 August 2025)
| David D'Urbano (appointed 31 August 2025)
| Gary Spencer (appointed 31 August 2025)
Company secretary | Grays Inn Secretaries Limited
Registered number | 03185285
Registered office | One Fleet Place
| London
| EC4M 7WS
Independent auditor | Grant Thornton UK LLP
| Victoria House
| 199 Avebury Boulevard
| Milton Keynes
| MK9 1AU
BERTELSMANN UK LIMITED CONTENTS
| Page
Strategic report | 1 - 6
Directors' report | 7 - 8
Directors' responsibilities statement | 9
Independent auditor's report | 10 - 14
Statement of comprehensive income | 15
Balance sheet | 16
Statement of changes in equity | 17
Notes to the financial statements | 18 - 31
BERTELSMANN UK LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their Strategic Report for Bertelsmann UK Limited (“the Company” or “BUK”) for the year ended 31 December 2025.
Principal activities
The Company is a subsidiary of Bertelsmann SE & Co. KGaA, a Company registered in Germany. The Company acts as the intermediate holding company for some of the UK based subsidiaries of Bertelsmann SE & Co. KGaA.
Business review
The results and financial position of the Company are set out in the attached financial statements. The Company made a profit for the financial year of £90,017,022 (2024: £51,107,592). The increase in profit for the financial year was as a result of a reversal of impairment of financial assets of £21,674,661 (2024: impairment of £67,536,014) relating to a cash pooling receivable balance. Dividend income saw a reduction to £70,000,000 (2024: £120,000,000). The ROCE for the year amounted to: 2025 2024 EBIT £47,775,602 £118,926,704 Capital employed £1,352,125,961 £1,280,396,421 ROCE 3.53% 7.68% The Company had net assets of £1,283,663,951 as at 31 December 2025 (2024: £1,194,764,699) with the movement due to the profit for the financial year. The Company has a facility and cash pooling agreement with its parent company, Bertelsmann SE & Co. KGaA, with a net borrowing limit of £300,000,000. The agreement may be terminated by either party immediately in the event of any material breach of the undertakings contained within the agreement, and ceases to be effective if and when either party ceases to be part of the Bertelsmann group.
Financial key performance indicators
Given the straightforward nature of the business, the Company’s directors are of the opinion that analysis using KPI’s is not necessary for an understanding of the development, performance or position of the business.
Principal risks and uncertainties
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. Investment portfolio risk The Company’s key risk consists of falling portfolio valuations and a lack of exit opportunities with its investments, resulting in the need to impair the carrying value of these investments. These risks are addressed through a standardised investment process and continuous monitoring of investments’ performance by management. Another principal risk of the Company is that of potential mistakes when selecting investments and allocating investment funds. This risk is limited by means of strict investment criteria and processes. Integration processes are monitored by management on an ongoing basis to ensure the expected levels of costs and synergies materialise. Page 1
BERTELSMANN UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Credit ris k The Company is subject to risk whereby group companies could default on amounts owed. 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.
Non-financial and sustainability information statement
The following statement outlines the Company's approach to comply with the Companies Act s414CA and s414CB. Governance Bertelsmann group-wide environmental efforts are coordinated by the Corporate Responsibility (CR) department under the supervision of the Chief Human Resources Officer (CHRO). Cross-divisional coordination is handled by the CR Council, which is chaired by the CHRO. Overall responsibility lies with the Bertelsmann Executive Board, which monitors the achievement of environmental targets annually as part of strategic planning. Operational responsibility for energy and environmental management lies with the management of the individual Bertelsmann UK companies. The internationally staffed “be green” working group chaired by the Corporate Responsibility department serves as a platform for cross-divisional environmental engagement. Representatives from the Bertelsmann corporate divisions – e.g., paper buyers, energy and environmental managers, logistics experts, and controllers – regularly discuss current environmental topics and measures. The experts in the “be green” working group also coordinate the Group-wide collection and reporting of environmental data. Strategy The context of our strategy Through the 2015 Paris Agreement, world governments committed to limiting global temperature rise to well-below 2°C above pre-industrial levels and pursuing efforts to limit warming to 1.5°C. In 2018, the Intergovernmental Panel on Climate Change (IPCC) warned that global warming must not exceed 1.5°C above pre-industrial temperatures to avoid the catastrophic impacts of climate change. To achieve this, GHG emissions must halve by 2030 – and drop to net zero by 2050. Our Climate strategy Bertelsmann aspires to become climate neutral by 2030, by reducing greenhouse gas emissions as much as possible, and compensating for any remaining emissions. With its long-term climate strategy “Bertelsmann Climate Neutral 2030”, the group fulfils its responsibility to reduce and offset greenhouse gas emissions. Bertelsmann has joined the Science Based Targets initiative (SBTi) and supports the target of the Paris Climate Agreement to limit global warming to well below 2°C. Supplementing the climate strategy, the group defined further strategic objectives and developed measures from those, as part of the Bertelsmann ESG Program (2021–2024). These objectives include strengthening the governance for climate and environmental protection by further developing environmental planning and reporting. In addition, the group intends to increase the share of renewable energies (green electricity, photovoltaics), implement new mobility concepts, advance energy efficiency, “Green IT”, and the measurement of the digital footprint. Emissions from the print and digital products supply chains are to be presented in a transparent manner and reduced successively in a joint effort with business partners. Page 2
BERTELSMANN UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Climate-related risks and opportunities identified over the short, medium, and long term We see the climate-related risks and opportunities for Bertelsmann as falling into one of three categories, all of which impact Bertelsmann UK Companies over the short, medium and long term. Non-financial and sustainability information statement (Continued) Our Climate strategy (Continued) The first category are those on our physical environment due to global warming and changing climate patterns. These are likely to lead to increased extreme weather events, which in turn could lead to economic loss through increased costs driven by disruption to distribution of raw materials for example. The second category stems from efforts by governments, institutions and businesses to accelerate the transition to a low-carbon economy, which may result in policy and regulatory intervention, new market incentives or shifts in demand and behaviour that could lead to financial loss. This can of course lead to opportunities for Bertelsmann UK to support clients in their shift through “greener” Supply Chain Management and higher levels of automation, both provided by Arvato in the UK market. Staying ahead of these shifts in government regulatory policy can also provide a competitive advantage to all Bertelsmann UK companies. The third is from connected risks. For example, these could be reduced household affordability or recessionary pressures resulting in less purchasing power of consumers. Risk Management The Bertelsmann risk management process is based on the internationally accepted frameworks of the Committee of Sponsoring Organizations of the Treadway Commission (COSO Enterprise Risk Management – Integrated Framework and Internal Control – Integrated Framework, respectively) and is organised in the subprocesses of identification, assessment, response, control, communication and monitoring. A major element of risk identification is a risk inventory that lists significant risks year by year, from the profit-centre level upward. This ensures that risks are registered where their impact would be felt. There is also a Group-wide re-assessment of critical risks every six months, and quarterly reporting in case the risk situation has changed. Ad hoc reporting requirements ensure that significant changes in the risk situation during the course of the year are brought to the attention of the Executive Board. Since 2008, Bertelsmann has compiled Group-wide environmental indicators on paper, energy, greenhouse gas emissions, and waste. These indicators highlight the environmental impacts of Bertelsmann and its sites, companies, and corporate divisions. Specific environmental footprint reports help them to evaluate opportunities and risks and to report to customers and business partners. They are also used in processing CR ratings and assist with the identification of risks and areas of focus. Page 3
BERTELSMANN UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Non-financial and sustainability information statement (Continued) Metrics and Targets In addition to the broader target of becoming climate neutral by 2030 there are specific targets over the following key areas: Page 4
BERTELSMANN UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' section 172 statement
The Directors of the Company must act in accordance with a set of general duties, as detailed in section 172 of the UK Companies Act 2006, summarised as follows: A director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: - the likely consequences of any decisions in the long-term; - the interests of the Company’s employees; - the need to foster the Company’s business relationships with suppliers, customers and others; - the impact of the Company’s operations on the community and environment; - the desirability of the Company maintaining a reputation for high standards of business conduct; and - the need to act fairly as between the shareholders of the Company. Examples of how the Directors have oversight of these stakeholder matters are included throughout the Strategic and Director’s report as well as set out specifically below. 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 our strategic plans. Detailed budgets and forecasts are prepared which enable the Board to track performance and ensure that it is as expected, or that mitigating 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, and providing forums and communication routes 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 also regularly informs staff and staff representatives of Company updates and activity to keep them informed of the Company’s progress and performance. 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 as well as providing various employee networks to support the diverse and inclusive culture of the Company. All staff receive regular performance reviews as well as opportunity for learning to support the development of all employees’ careers. This includes training programs and secondment opportunities for staff. Page 5
BERTELSMANN UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Engagement with customers, suppliers and other stakeholders 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. Community impact and customer relations The Board ensures significant consideration is given to the impact of the group’s operations on the community and their customers in their decision-making. 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. Environmental sustainability The Company’s leadership team ensure environmental issues are managed effectively and considered in the strategic decisions of the Company. The Company strives to create positive change in reducing the environmental impact of its businesses whilst maintaining effective and continuing business practices. As part of the environmental strategy, the Company aims to be climate neutral by 2030.
High standards of business conduct
The Company has a Code of Conduct setting out the behaviours and values expected of all 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 our people to work to the highest standards of business conduct.
Shareholders
The Board recognises the importance of regular and open dialogue with the shareholders and the need to ensure the strategy and goals of the Company are effectively communicated to them. Feedback on these plans and objectives is welcomed by the directors and major business decisions are made closely and with the approval of the shareholders.
General
The Company is presenting the financial statements in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". This report was approved by the Board and signed on its behalf.
Mark Gardiner Director
Date: 29 June 2026
Page 6
BERTELSMANN 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 £90,017,022 (2024 - £51,107,592). Dividends of £Nil were paid during the year (2024: £Nil).
Directors
The directors who served during the year and up to the date of signing the financial statements were:
Mark Gardiner
Robert Grant (resigned 31 August 2025)
David D'Urbano (appointed 31 August 2025)
Gary Spencer (appointed 31 August 2025)
Going concern
In preparing these financial statements, the directors have assessed the ability of the Company to continue to operate for a period of at least twelve months from the date of signing the financial statements. The Company has undertaken a risk assessment and forecasting exercise to assess the Company’s liquidity position. The forecast for the going concern period being to 30 June 2027, has been prepared using the three year plan approved by the Board and takes account of prior trends and expected revenue to be derived in the future, and key cost drivers such as commodity prices and inflation. For the purposes of the Company’s going concern assessment, the directors have performed sensitivity analysis on cashflows based on unforeseen changes in demand and the potential impact of increased inflationary pressures. In addition, reverse stress testing has been performed to establish the levels of performance where cash availability would be breached. The results of the analysis demonstrated that there was sufficient cash availability within the current intra group cash pooling facility to deal with all of the identified plausible scenarios. The forecast is dependent on the group cash pooling facility being available for the going concern period and Bertelsmann SE Co. KGaA not seeking repayment of the amounts currently due. Bertelsmann SE Co. KGaA have provided written confirmation to Bertelsmann UK Limited that it will provide the necessary funds it requires throughout the going concern period and that it will honour the terms of the cash pooling facility which expires on 31 December 2026 until a minimum of 30 June 2027. Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed and the written confirmation of support from Bertelsmann SE Co. KGaA, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Future developments
The directors do not anticipate any significant changes in the activities of the Company. Page 7
BERTELSMANN UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial instruments
It is the Company’s policy to implement financial risk management objectives and policies, for each major type of forecasted transaction for which hedge accounting is used. The directors consider the entity's financial risk management in the Strategic Report.
Streamlined energy and carbon reporting (SECR)
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as it satisfies the thresholds for exemption and its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Matters covered in the Strategic Report
Details on engagement with customers, suppliers and other stakeholders, and financial risk management policy sections are not included within the Directors Report as they are considered to be of strategic importance to the Company and, as permitted under the Companies Act 2006 s.414C(11), they have instead been included in the Strategic Report.
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.
Post balance sheet events
On 15 June 2026 the Company transferred its entire holding in BMG Rights Management (UK) Limited to Reinhard Mohn Nederland B.V., for consideration equal to the subsidiary's carrying value at the balance sheet date. Reinhard Mohn Nederland B.V. is ultimately owned and controlled by Bertelsmann SE & Co KGaA.
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 and signed on its behalf.
Mark Gardiner Director
Date: 29 June 2026
Page 8
BERTELSMANN 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including 'FRS102' 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'). 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 9
BERTELSMANN UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BERTELSMANN UK LIMITED
Opinion
We have audited the financial statements of Bertelsmann 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 notes to the financial statements, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion: ∙the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙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 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
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern. In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as the cost of living crisis impacting consumer spending patterns and the impact of worldwide events such as the Middle East conflict, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period. In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Page 10
BERTELSMANN UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BERTELSMANN UK LIMITED (CONTINUED) Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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: ∙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. Page 11
BERTELSMANN UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BERTELSMANN UK LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙We obtained an understanding of the legal and regulatory frameworks applicable to the Company and industry in which it operates through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the following laws and regulations were most significant: United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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. Page 12
BERTELSMANN UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BERTELSMANN UK LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements (continued) ∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included: ∙identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; ∙challenging assumptions and judgements made by management in its significant accounting estimates; ∙identifying and testing journal entries, in particular journal entries posted with unusual account combinations that 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 Annual report and financial statements with applicable financial reporting requirements. ∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; ∙It is the engagement director’s assessment that the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment of the appropriateness of the collective capabilities of the engagement team included consideration of the engagement team’s understanding and experience of, and practical experience with, engagements of a similar nature and complexity, including appropriate training. ∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Page 13
BERTELSMANN UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BERTELSMANN UK LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Abigail Towers Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Milton Keynes 29 June 2026 Page 14
BERTELSMANN UK LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | (549,737) | (1,073,296)
Operating loss | 4 | (549,737) | (1,073,296)
Income from shares in group undertakings | 6 | 70,000,000 | 120,000,000
Interest receivable and similar income | 7 | 28,430,555 | 42,024,355
Amounts written off investments | 8 | (2,756,089) | (15,182,624)
Impairment of financial assets | 12 | 21,674,661 | (67,536,014)
Interest payable and similar expenses | 9 | (26,546,528) | (24,975,559)
Profit before tax |  | 90,252,862 | 53,256,862
Tax on profit | 10 | (235,840) | (2,149,270)
Profit for the financial year |  | 90,017,022 | 51,107,592
Other comprehensive income for the year |  |  |
Net fair value losses on cash flow hedges |  | (1,229,457) | (2,606,695)
Reclassified and reported in the profit and loss account |  | 1,229,457 | 2,606,695
Other comprehensive income for the year |  | - | -
Total comprehensive income for the year |  | 90,017,022 | 51,107,592
All activities arise from continuing operations.
The notes on pages 18 to 31 form part of these financial statements.
Page 15
BERTELSMANN UK LIMITED REGISTERED NUMBER: 03185285 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 11 |  | 1,282,575,874 |  | 1,282,575,874
|  |  | 1,282,575,874 |  | 1,282,575,874
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 552,779,416 |  | 367,849,760 |
Cash at bank and in hand |  | 1 |  | (19) |
|  | 552,779,417 |  | 367,849,741 |
Creditors: amounts falling due within one year | 13 | (460,436,899) |  | (370,029,194) |
Net current assets/(liabilities) |  |  | 92,342,518 |  | (2,179,453)
Total assets less current liabilities |  |  | 1,374,918,392 |  | 1,280,396,421
Creditors: amounts falling due after more than one year | 14 |  | (90,136,671) |  | (85,631,722)
Net assets |  |  | 1,284,781,721 |  | 1,194,764,699
Capital and reserves |  |  |  |  |
Called up share capital | 16 |  | 470,000,003 |  | 470,000,003
Share premium account | 17 |  | 77,654,527 |  | 77,654,527
Hedging reserve | 17 |  | - |  | -
Profit and loss account | 17 |  | 737,127,191 |  | 647,110,169
|  |  | 1,284,781,721 |  | 1,194,764,699
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mark Gardiner
Director
Date: 29 June 2026
The notes on pages 18 to 31 form part of these financial statements. Page 16
BERTELSMANN UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Hedging reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 470,000,003 | 77,654,527 | - | 596,002,577 | 1,143,657,107
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 51,107,592 | 51,107,592
Net fair value losses on cash flow hedges | - | - | (2,606,695) | - | (2,606,695)
Reclassified and reported in the profit and loss account | - | - | 2,606,695 | - | 2,606,695
At 1 January 2025 | 470,000,003 | 77,654,527 | - | 647,110,169 | 1,194,764,699
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 90,017,022 | 90,017,022
Net fair value gains on cash flow hedges | - | - | 1,229,457 | - | 1,229,457
Reclassified and reported in the profit and loss account | - | - | (1,229,457) | - | (1,229,457)
At 31 December 2025 | 470,000,003 | 77,654,527 | - | 737,127,191 | 1,284,781,721
| The notes on pages 18 to 31 form part of these financial statements.
Page 17
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Bertelsmann UK Limited (“the Company”) is a private company limited by shares, incorporated in the United Kingdom. Its registered office is One Fleet Place, London, EC4M 7WS. The Company acts as the intermediate holding company for some of the UK based subsidiaries of Bertelsmann SE & Co. KGaA and the Company’s principal place of business is at One Fleet Place, London, EC4M 7WS. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared on a going concern basis, under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement 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 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": - the requirements of Section 7 Statement of Cash Flows; - the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); - the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); - the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; - the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Bertelsmann SE & Co KGaA as at 31 December 2025 and these financial statements may be obtained from Bertelsmann SE & Co KGaA, Corporate Communications, Carl Bertelsmann Strasse 270, Postfach 111, D-33311 Gütersloh, Germany.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. Page 18
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
In preparing these financial statements, the directors have assessed the ability of the Company to continue to operate for a period of at least twelve months from the date of signing the financial statements. The Company has undertaken a risk assessment and forecasting exercise to assess the Company’s liquidity position. The forecast for the going concern period being to 30 June 2027, has been prepared using the three year plan approved by the Board and takes account of prior trends and expected revenue to be derived in the future, and key cost drivers such as commodity prices and inflation. For the purposes of the Company’s going concern assessment, the directors have performed sensitivity analysis on cashflows based on unforeseen changes in demand and the potential impact of increased inflationary pressures. In addition, reverse stress testing has been performed to establish the levels of performance where cash availability would be breached. The results of the analysis demonstrated that there was sufficient cash availability within the current intra group cash pooling facility to deal with all of the identified plausible scenarios. The forecast is dependent on the group cash pooling facility being available for the going concern period and Bertelsmann SE Co. KGaA not seeking repayment of the amounts currently due. Bertelsmann SE Co. KGaA have provided written confirmation to Bertelsmann UK Limited that it will provide the necessary funds it requires throughout the going concern period and that it will honour the terms of the cash pooling facility which expires on 31 December 2026 until a minimum of 30 June 2027. Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed and the written confirmation of support from Bertelsmann SE Co. KGaA, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Page 19
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
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.
| 2.6 | Dividend income
Dividend income is recognised when the right to receive payment is established.
| 2.7 | Interest income
Interest income, including income arising from financial instruments, is recognised using the effective interest method. Page 20
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Taxation
Tax on the profit or loss 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 or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense. Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
| 2.9 | Hedging arrangements
The Company applies hedge accounting for transactions entered into to manage the cash flow exposures of borrowings. Foreign exchange swaps are held to manage the foreign exchange exposures and are designated as cash flow hedges of foreign exchange borrowings. Changes in the fair values of derivatives designated as cash flow hedges, and which are effective, are recognised in other comprehensive income and accumulated in the hedging reserve. Any ineffectiveness in the hedging relationship (being the excess of the cumulative change in fair value of the hedging instrument since inception of the hedge over the cumulative change in the fair value of the hedged item since inception of the hedge) is recognised in the income statement. The gain or loss recognised in other comprehensive income is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. Hedge accounting is discontinued when the hedging instrument expires, no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised or the hedging instrument is terminated. Page 21
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment. At each balance sheet date, management review the investments in order to determine whether there is any objective evidence present that in accordance with section 27 of FRS 102 would lead to an impairment being charged. Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversals at each reporting date, where a favourable event or change in circumstance has materialised that would indicate the impairment loss no longer exists or has decreased in size.
| 2.11 | Financial assets
Basic financial assets, including debtors, cash and bank balances, are initially recognised at transaction price and subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive income. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
| 2.12 | Derivative financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. A derivative financial instrument is initially recognised at its fair value, which is usually the transaction price, on the date the contract is entered into and is subsequently carried at its fair value. Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised in the Statement of Comprehensive Income when the changes arise. Currency forwards The Company has entered into currency forwards against highly probable forecasted transactions in foreign currencies. Transactions in foreign currency are converted to sterling at the rate ruling at the date of the transaction. Foreign currency monetary assets and liabilities are translated into sterling at the rates of exchange ruling at the date of the balance sheet. Any differences are taken to the Statement of Comprehensive Income. The fair values of currency forwards are determined using actively quoted forward exchange rates. Page 22
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Financial liabilities
Basic financial liabilities, including creditors, are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished. This occurs when the contractual obligation is discharged, cancelled or expires.
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 (i) Impairment of Investments Investments in subsidiary companies are held at cost less accumulated impairment losses. The Company assesses annually whether there are any indicators of impairment. When an impairment is identified, the carrying amount is written down in the Statement of Comprehensive Income. The key estimates and assumptions for the Company in respect of the impairment of investments are the budgeted profits, projected cash flows and weighted average cost of capital used in order to determine whether any impairment is required. See note 11 for the carrying amount of investments and associated impairment provision.
4. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Auditors' remuneration (Audit services) | 41,985 | 40,763
Page 23
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Employees and directors
| Staff costs were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 179,157 | 162,920
| Social security costs | 30,041 | 27,173
|  | 209,198 | 190,093
| The directors of the Company are employed and paid by other companies within the Bertelsmann group with no recharge to the Company. Their services to the Company are incidental to their respective responsibilities to the company which employs them. Accordingly no emoluments in respect of these directors are included in these financial statements.
| The average monthly number of employees including the directors during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management | 3 | 3
6. | Income from shares in group undertakings
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends received from unlisted investments | 70,000,000 | 120,000,000
|  | 70,000,000 | 120,000,000
7. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable on cash pooling | 26,556,839 | 37,533,585
| Gain on foreign exchange | - | 3,986,999
| Other interest receivable | 632,694 | 503,771
| Gain on derivatives | 1,241,022 | -
|  | 28,430,555 | 42,024,355
Page 24
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Amounts written off investments
|  | 2025 | 2024
|  | £ | £
| Loss/(gain) on disposal of investments | - | 1,350,661
| Impairment charge | 2,756,089 | 13,831,963
|  | 2,756,089 | 15,182,624
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest payable on cash pooling | 22,204,528 | 22,260,549
| Loss on foreign exchange | 4,342,000 | -
| Loss on derivatives | - | 2,715,010
|  | 26,546,528 | 24,975,559
10. | Tax on profit
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| UK corporation tax on profits for the year | 308,123 | 4,124,571
| Adjustments in respect of prior periods | (72,283) | (1,975,301)
| Total current tax | 235,840 | 2,149,270
| Tax on profit | 235,840 | 2,149,270
Page 25
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Tax on profit (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit before tax | 90,252,862 | 53,256,862
| Profit multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 22,563,216 | 13,314,216
| Effects of: |  |
| Expenses not deductible for tax purposes | (4,728,785) | 20,815,675
| Adjustments to tax charge in respect of prior periods | (72,283) | (1,975,301)
| Non-taxable income | (17,500,000) | (30,000,000)
| Tax pooling at different rate | (26,308) | (5,320)
| Tax on profit | 235,840 | 2,149,270
Page 26
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 | 1,531,999,834
| Additions | 2,756,089
| At 31 December 2025 | 1,534,755,923
| Impairment |
| At 1 January 2025 | 249,423,960
| Charge for the period | 2,756,089
| At 31 December 2025 | 252,180,049
| Net book value |
| At 31 December 2025 | 1,282,575,874
| At 31 December 2024 | 1,282,575,874
| During the year the Company made capital contributions of £1,437,499 and £1,318,590 to Storyglass UK Limited and Prinovis UK Limited respectively. The contributions were made in the form of loan waivers of the cash pooling balances owed to the Company by the subsidiary undertakings. In accordance with FRS 102, following a review of impairment indicators at the reporting date, the capital contributions made to Storyglass UK Limited and Prinovis UK Limited during the year totalling £2,756,089 have been fully impaired. Please refer to note 8 for the impairment charges recognised during the year.
Page 27
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Arvato Limited | One Fleet Place, London, United Kingdom, EC4M 7WS | Distribution and Support Services | Ordinary | 100
| Arvato SCM UK Limited | Plot 10a Faraday Avenue, Hams Hall Distribution Park, Coleshill, Birmingham, England, B46 1AL | Logistical Bespoke Service | Ordinary | 100
| Bertelsmann Global Business Services Limited (formally Bertelsmann Accounting Services Ltd) | One Fleet Place, London, United Kingdom, EC4M 7WS | Finance and Accounting Services | Ordinary | 100
| Bertelsmann Corporate Services Limited | One Fleet Place, London, United Kingdom, EC4M 7WS | Tax Consultancy | Ordinary | 100
| BMG Rights Management (UK) Limited | Floors 1-3, 20 Vauxhall Bridge Road, London, SW1V 2SA | Management of music composition & recording rights | Ordinary | 100
| Penguin Random House Limited | One Embassy Gardens, 8 Viaduct Gardens, London, United Kingdom, SW11 7BW | Book Publishing | Ordinary | 100
| Prinovis UK Limited | One Fleet Place, London, United Kingdom, EC4M 7WS | Dormant company | Ordinary | 100
| Riverty UK Limited | One Fleet Place, London, United Kingdom, EC4M 7WS | Financial intermediation | Ordinary | 100
| Storyglass UK Limited | One Fleet Place, London, United Kingdom, EC4M 7WS | Dormant company | Ordinary | 100
Page 28
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Debtors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 536,289,753 | 351,790,872
| Other debtors | 1,240,855 | 1,229,661
| Tax recoverable | 14,109,137 | 8,432,335
| Group relief receivable | 1,139,671 | 6,396,892
|  | 552,779,416 | 367,849,760
| Amounts owed by group undertakings are, unless noted below, unsecured and repayable on demand. Included within this balance is £536,262,884 (2024: £350,288,563) in respect of cash pooling facilities with subsidiary companies which are unsecured and have no fixed date of repayment, but can be terminated by either party giving three days notice. The balance is stated after a provision for impairment of £45,861,354 (2024: £67,536,014). These amounts incur interest on a monthly basis; the average interest rate received on any cash pooling receivables during the year was 5.71% (2024: 6.55%).
13. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 458,157,616 | 366,468,115
| Accruals | 60,847 | 68,773
| Derivative financial instruments | 2,218,436 | 3,492,306
|  | 460,436,899 | 370,029,194
| Amounts owed to group undertakings are, unless noted below, unsecured and repayable on demand. Included within this balance is £479,832,277 (2024: £322,152,118) in respect of cash pooling facilities which are unsecured and have no fixed repayment date, but can be terminated by either party giving three days notice. These amounts incur interest on a monthly basis; the average interest rate for the year was 4.04% (2024: 4.88%).
Page 29
BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 90,136,671 | 85,631,722
|  | 90,136,671 | 85,631,722
| On 23 March 2023 the Company received a loan from Bertelsmann Business Support S.a.r.l for EUR100,000,000, repayable on 31 March 2028. The Company is hedging the foreign exchange currency risk on the valuation and repayment of the loan with a foreign currency forward contract, entered into with the parent company, Bertelsmann SE & Co. KGaA. The fair value movement of the hedging instrument recognised in the hedging reserve in other comprehensive income during the period was a gain of £1,229,457 (2024: loss of £2,606,695), which was fully reclassified to profit or loss. The fair value movement of the hedged item recognised in profit or loss for the period was a gain of £660,000 (2024: £5,002,000).
15. | Financial instruments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Financial assets |  |
| Derivative financial assets measured at fair value through profit or loss | 11,191 | -
| Financial liabilities |  |
| Derivative financial liabilities measured at fair value through profit or loss | 2,218,436 | 3,492,306
| Derivative financial instruments The Company enters into forward foreign currency contracts with Bertelsmann SE & Co KGaA to mitigate the exchange rate risk for certain foreign currency receivables and payables. At 31 December 2025 the Company had nine open derivative contracts (2024: 7). The forward currency contracts are measured at fair value which is determined using valuation techniques that utilise observable inputs. The Company has no interest rate derivative financial instruments (2024: none). See note 7 for details of gains made on derivative financial instruments during the year.
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BERTELSMANN UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 470,000,003 (2024 - 470,000,003) Ordinary shares of £1.00 each | 470,000,003 | 470,000,003
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
17. | Reserves
Share premium account The share premium account is used to record the premium on shares issued. Hedging reserve Changes in the fair values of derivatives designated as cash flow hedges, and which are effective, are recognised in other comprehensive income and accumulated in the hedging reserve. The gains or losses recognised in the reserve are reclassified to profit or loss in the same period which the hedged expected future cash flows affect profit or loss. 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.
18. | Related party transactions
As the Company is a wholly owned subsidiary of Bertelsmann SE & Co KGaA, the Company has taken advantage of the exemption under Financial Reporting Standard 102 not to disclose transactions with other entities wholly owned within the Bertelsmann group.
19. | Controlling parties
The Company’s immediate parent company, and ultimate parent Company, is Bertelsmann SE & Co KGaA, which is incorporated in Germany. Copies of Bertelsmann SE & Co KGaA consolidated financial statements (the smallest and largest groups of undertakings in which the Company is consolidated) can be obtained from: Bertelsmann SE & Co KGaA Corporate Communications Carl Bertelsmann Strasse 270 Postfach 111 D-33311 Gütersloh, Germany.
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