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Registered number: 14386172









RIVERTY UK LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
RIVERTY UK LIMITED
 
 
COMPANY INFORMATION


Directors
Jason Peters 
Madlen Vinke 




Registered number
14386172



Registered office
One Fleet Place

London

EC4M 7WS




Independent auditor
Grant Thornton UK LLP

Victoria House

199 Avebury Boulevard

Milton Keynes

MK9 1AU





 
RIVERTY UK LIMITED
 

CONTENTS



Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22

 
RIVERTY 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.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemptions of s415A of the Companies Act 2006.
The Company is exempt from the requirement to prepare a Strategic Report under section 414A of the Companies Act 2006.

Principal activities

The Company's principal activity is providing support services to Riverty Group GmbH and recharging these costs on to the Riverty Group GmbH on a cost-plus basis.

Results and dividends

The profit for the financial year amounted to £12,101 (15 month period to 31 December 2024: £17,301).

There were no dividends paid during the year (15 month period to 31 December 2024: £nil). The directors do not propose payment of a final dividend for 2025.

Directors

The directors who served during the year and up until the date of signing were:

Jason Peters 
Madlen Vinke 

Streamlined energy and carbon reporting (SECR)

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

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.


Auditor

The auditor, Grant Thornton UK LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

 
RIVERTY UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the Board and signed on its behalf.
 


Madlen Vinke
Director

Date: 8 July 2026

 
Page 2

 
RIVERTY UK LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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

select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
RIVERTY UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIVERTY UK LIMITED
 

Opinion


We have audited the financial statements of Riverty 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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion:
the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 4

 
RIVERTY UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIVERTY UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the directors' report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the directors' report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has been prepared in accordance with applicable legal requirements.

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 Directors' report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic report.

Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

 
RIVERTY UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIVERTY 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 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 increased revenue or increased 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.
Page 6

 
RIVERTY UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIVERTY UK LIMITED (CONTINUED)


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: http://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 2006Our 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
 

8 July 2026
Page 7

 
RIVERTY UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

Year ended 31 December
15 months ended
31 December
2025
2024
Note
£
£

  

Revenue
 4 
310,786
519,896

Gross profit
  
310,786
519,896

Administrative expenses
  
(296,209)
(499,837)

Operating profit
 7 
14,577
20,059

Interest receivable and similar income
 8 
1,902
3,077

Profit before tax
  
16,479
23,136

Tax on profit
 9 
(4,378)
(5,835)

Profit for the financial year/ period
  
12,101
17,301

Other comprehensive income
  
-
-

Total comprehensive income for the year/ period
  
12,101
17,301

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
All activities derive from continuing operations.

The notes on pages 11 to 22 form part of these financial statements.

Page 8

 
RIVERTY UK LIMITED
REGISTERED NUMBER: 14386172

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

  

Fixed assets
  

Tangible fixed assets
 10 
2,136
-

  
2,136
-

Current assets
  

Debtors: amounts falling due within one year
 11 
61,529
52,609

  
61,529
52,609

Creditors: amounts falling due within one year
 12 
(33,728)
(35,307)

Net current assets
  
 
 
27,801
 
 
17,302

Total assets less current liabilities
  
29,937
17,302

  

Provisions for liabilities
  

Deferred tax
 13 
(534)
-

  
 
 
(534)
 
 
-

  

Net assets
  
29,403
17,302


Capital and reserves
  

Called up share capital 
 14 
1
1

Profit and loss account
  
29,402
17,301

  
29,403
17,302


The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the Board and were signed on its behalf by: 


Madlen Vinke
Jason Peters
Director
Director


Date: 8 July 2026
Date:8 July 2026

The notes on pages 11 to 22 form part of these financial statements.
Page 9

 
RIVERTY UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 October 2023 (Unaudited)
1
-
1


Comprehensive income for the period

Profit for the period
-
17,301
17,301



At 1 January 2025
1
17,301
17,302


Comprehensive income for the year

Profit for the year
-
12,101
12,101


At 31 December 2025
1
29,402
29,403


The notes on pages 11 to 22 form part of these financial statements.
Page 10

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Riverty UK Limited ("the Company") is a private company limited by shares and is incorporated and domiciled in England and Wales. The Company is a wholly owned subsidiary of Bertelsmann UK Limited, and part of the larger Bertelsmann SE & Co. KGaA group. The address of its registered office is One Fleet Place, London, EC4M 7WS.
The comparative figures relate to a 15-month period ended 31 December 2024. The current period covers the 12 months ended 31 December 2025. This difference arises due to alignment of the Company’s accounting reference date with the wider group reporting period. Accordingly, the comparative figures are not directly comparable with those of the current year.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (“UK-adopted IFRS”), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.
The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the 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 the following paragraphs of IAS 1, 'Presentation of financial statements':
        -         10(d) statement of cash flows;
        -         10(f) statement of financial position as at the beginning of the preceding period when
                   retrospective restatement or reclassifications apply;
        -         16 statement of compliance with all IFRS;
        -         38A requirement for minimum of two primary financial statements, including cash flow;
        -         38B, 38C, 38D additional comparative information;
        -         40A, 40B, 40C, 40D requirements to provide additional statements in respect of
                   retrospective restatements and reclassifications;
        -         111 statement of cash flows information; and
        -         134 - 136 capital management disclosures.
Page 11

 
RIVERTY 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)

the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Bertelsmann SE & Co KGaA as at 31 December 2025 and these financial statements may be obtained from Bertelsmann SE & Co KGaA, Corporate Communications, Carl Bertelsmann Strasse 270, Postfach 111, D-33311, Gütersloh, Germany.

 
2.3

Going concern

In preparing these financial statements, the directors have assessed the ability of the Company to continue to operate for a period of at least twelve months from the date of signing the financial statements. 
The Company has undertaken a risk assessment and forecasting exercise to assess the Company’s liquidity position. The forecast for the going concern period being to 31 July 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 UK Limited not seeking repayment of the amounts currently due. The directors have assessed the terms of the facility and note that they state that it can be terminated by either party with three days notice and, therefore, the Company has received written confirmation from Bertelsmann UK Limited that it will not seek repayment of the amounts due at any time within the forecast going concern period and that the cash pooling facility will be available throughout on the same terms. In addition to this, Bertelsmann 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 31 July 2027. 
Based on the Company’s current trading performance, the sensitivity and reverse stress testing scenarios performed and the written confirmation of support from Bertelsmann UK Limited and Bertelsmann SE Co. KGaA, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 12

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, value added tax and other sales related taxes. Revenue is recognised on completion of services and is invoiced to the client based on predetermined billing criteria.

 
2.5

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. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

  
2.6

Pensions

Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees, the benefits relating to employee service in the current and prior periods.
The Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to an extent that a cash refund or a reduction in the future payments is available.

Page 13

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the 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 temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

 
2.8

Tangible fixed assets

Tangible fixed assets are stated at historical purchase cost less accumulated depreciation.

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.

The estimated useful lives are as follows:

Computer equipment
-
3
years

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 14

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.9

Financial assets

The Company classifies its financial assets in the following categories

Amortised cost
Fair value through profit or loss (FVTPL)
Fair value through other comprehensive income (FVOCI)

The classification depends on the purpose for which the financial assets were acquired i.e. the entity’s business model for managing the financial assets and/or the contractual cash flow characteristics of the financial asset. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

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 profit or loss and presented in other (expenses)/income together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the profit or loss under ‘net impairment losses on financial and contract assets’.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. The Company does not have any assets classified at FVOCI nor FVTPL.

The Company assesses at the end of each reporting period whether there is objective evidence that one or more event has occurred which has impacted on the estimated cash flows of the financial asset.

Financial assets are impaired and impairment losses are incurred only if such objective evidence of impairment can be reliably measured.

  
2.10

 Other debtors and amounts owed by group undertakings

Other debtors and amounts owed by group undertakings are stated at amortised cost. No impairment provision is made on amounts owed by group undertakings on the grounds that they are repayable on demand.

Page 15

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.11

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

 
2.12

Creditors including amounts owed to group undertakings

Trade and other creditors and amounts owed to group undertakings are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers or a commitment to provide goods and services where monies have been receipted.

 
2.13

Interest receivable and similar income

Interest income is recognised in profit or loss using the effective interest method.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates, underlying assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, however, there are no significant accounting judgements and estimates applicable to this entity.


4.


Revenue

All revenue is attributable to the Company's principal activity of providing support services to Riverty Group GmbH and recharging these costs on to the Riverty Group GmbH on a cost-plus basis.

Analysis of revenue by destination:

Year ended
31 December
15 months ended
31 December
2025
2024
£
£

Germany
310,786
519,896

310,786
519,896


Page 16

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Employees

Year ended
31 December
15 months ended
31 December
2025
2024
£
£

Wages and salaries
204,987
342,071

Social security costs
26,567
38,792

Other pension costs
8,781
19,478

240,335
400,341



The average monthly number of employees, including the directors, during the year was as follows:


      Year ended
     31 December
   15 months ended
      31 December
        2025
        2024
            No.
            No.







Management and administration
3
4


 
6.
Directors remuneration


Year ended
31 December 2025
15 months ended 31 December 2024

£
£

Aggregate emoluments
92,079
98,623

Company pension contributions
4,534
4,931

96,613
103,554

Retirement benefits are accruing to one director (2024: one) under a money purchase scheme.
 
Page 17

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Operating profit

Operating profit is stated after charging:

Year ended
31 December
15 months ended
31 December
2025
2024
£
£

Depreciation of tangible fixed assets
427
-

Foreign exchange differences
284
107

Auditors remuneration (audit services)
13,558
13,404


8.


Interest receivable and similar income

Year ended
31 December
15 months ended
31 December
2025
2024
£
£


Interest receivable on intercompany cash pooling
1,902
3,070

Bank interest receivable
-
7

1,902
3,077

Page 18

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Tax on profit


Year ended
31 December
15 months ended
31 December
2025
2024
£
£

Corporation tax


UK corporation tax on profits for the year/ period
3,585
5,835

Adjustments in respect of previous periods
259
-


Total current tax
3,844
5,835

Deferred tax


Origination and reversal of timing differences
534
-

Total deferred tax
534
-


Tax on profit
4,378
5,835

Factors affecting tax charge for the year/ period

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25.0% (2024 - 25.0%). The differences are explained below:

Year ended
31 December
15 months ended
31 December
2025
2024
£
£


Profit before tax
16,479
23,136


Profit multiplied by standard rate of corporation tax in the UK of 25.0% (2024 - 25%)
4,119
5,784

Effects of:


Tax rate difference
-
51

Adjustments in respect of previous periods - current tax
259
-

Total tax charge for the year/ period
4,378
5,835
Page 19

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Tangible fixed assets





Computer equipment

£



Cost or valuation


Additions
2,563



At 31 December 2025

2,563



Depreciation


Charge for the year
427



At 31 December 2025

427



Net book value



At 31 December 2025
2,136



At 31 December 2024
-


11.


Debtors: amounts falling due within one year

2025
2024
£
£


Amounts owed by group undertakings
59,028
49,803

Other debtors
1,131
1,427

Prepayments
1,370
1,379

61,529
52,609


Amounts owed by group undertakings represents amounts owed by Bertelsmann UK Limited in respect of the cash pooling facility with a maximum limit of £500,000 which is unsecured and has 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 period was 4.04% (2024: 4.81%).

Page 20

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Creditors: amounts falling due within one year

2025
2024
£
£

Trade creditors
-
23

Amounts owed to group companies
2,639
7,329

Corporation tax
3,585
5,835

Tax and social security
6,521
5,648

Other creditors
1,486
1,392

Accruals and deferred income
19,497
15,080

33,728
35,307


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


13.


Deferred taxation




2025


£






Charged to profit or loss
(534)



At end of year
(534)

The deferred taxation balance is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(534)
-

(534)
-


14.


Called up share capital

2025
2024
£
£
Allotted, called up and fully paid



1 (2024 - 1) Ordinary Shares share of £1
1
1

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


Page 21

 
RIVERTY UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Related party transactions

As the Company is ultimately a wholly owned subsidiary of Bertelsmann SE & Co KGaA it is exempt from the requirement, under International Accounting Standard 24 ‘Related party disclosures’, to disclose transactions with entities that are wholly owned by the Bertelsmann group. The Company has taken advantage of this exemption.


16.


Controlling party

The immediate parent company is Bertelsmann UK Limited. The Company’s ultimate parent company is Bertelsmann SE & Co KGaA, which is  incorporated in Germany. Copies of Bertelsmann SE & Co KGaA’s consolidated financial statements (the smallest and largest financial statements in which the Company is consolidated) can be obtained from: Bertelsmann SE & Co KGaA, Corporate Communications, Carl Bertelsmann Strasse, 270 33311,Gütersloh, Germany.

Page 22