Digital River UK Holdings I Ltd - Accounts

Registered number

09524884

Digital River UK Holdings I Ltd

Report and Accounts

31 March 2016

Digital River UK Holdings I Ltd
Report and accounts
Contents
Page
Company information	1
Directors' report	2
Independent auditors' report	3
Profit and loss account	4
Balance sheet	5
Statement of changes in equity	6
Notes to the accounts	7

Digital River UK Holdings I Ltd

Company Information

Directors

Emma-Louise Louise Leonard (appointed 7 April 2015)

Marco Vergani (appointed 4 September 2015)

Kevin Leonard Crudden (appointed 7 April 2015, resigned 31 March 2016)

Steven William Sheppard (appointed 2 April 2015, resigned 4 September 2015)

Kristopher Lindberger-Schmidt (appointed 22 April 2016)

Auditors

Durrants, Chartered Accountants

24 Wellington Business Park

Dukes Ride

Crowthorne

Berks

RG45 6LS

Registered office and business address

Salamanca

Wellington Street

Slough

Berks

SL1 1YP

Registered number

09524884

Digital River UK Holdings I Ltd
Registered number:			09524884
Directors' Report
The directors present their report and accounts for the period ended 31 March 2016.
Principal activities
The company's principal activity during the period was that of a holding company.
Directors
The following persons served as directors during the period:
	Emma-Louise Louise Leonard (appointed 7 April 2015)
	Marco Vergani (appointed 4 September 2015)
	Kevin Leonard Crudden (appointed 7 April 2015, resigned 31 March 2016)
	Steven William Sheppard (appointed 2 April 2015, resigned 4 September 2015)
Directors' responsibilities

The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts 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 accounts, the directors are required to:
●	select suitable accounting policies and then apply them consistently;
●	make judgements and estimates that are reasonable and prudent;
●	prepare the accounts 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 accounts 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.

Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
●	he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Small company provisions

This report has been prepared in accordance with the provisions in Part 15 of the Companies Act 2006 applicable to companies subject to the small companies regime.

This report was approved by the board on 9 March 2017 and signed on its behalf.

Marco Vergani

Director

Digital River UK Holdings I Ltd

Independent auditors' report

to the member of Digital River UK Holdings I Ltd

We have audited the accounts of Digital River UK Holdings I Ltd for the period ended 31 March 2016 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

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 auditors' 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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the accounts and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the accounts in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the accounts

A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/auditscopeukprivate

Opinion on the accounts

In our opinion the accounts:
●	give a true and fair view of the state of the company's affairs as at 31 March 2016 and of its profit for the period then ended;
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and
●	have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial period for which the accounts are prepared is consistent with the accounts.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where 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 accounts 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 accounts in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the directors’ report and take advantage of the small companies exemption from the requirement to prepare a strategic report.

Ian Bessant ACA
(Senior Statutory Auditor)		24 Wellington Business Park
for and on behalf of		Dukes Ride
Durrants, Chartered Accountants		Crowthorne
Accountants and Statutory Auditors		Berks
10 March 2017		RG45 6LS

Digital River UK Holdings I Ltd
Profit and Loss Account
for the period from 2 April 2015 to 31 March 2016
Notes						2016
£
Administrative expenses						(2,000)
Operating loss						(2,000)
Income from investments						47,194,237
Profit on ordinary activities before taxation						47,192,237
Tax on profit on ordinary activities						-
Profit for the period						47,192,237

Digital River UK Holdings I Ltd
Registered number:			09524884
Balance Sheet
as at 31 March 2016
Notes				2016
£
Fixed assets
Investments	3			212,294,234
Creditors: amounts falling due within one year	4		(2,000)
Net current liabilities				(2,000)
Net assets				212,292,234
Capital and reserves
Called up share capital				422
Share premium				53,073,452
Profit and loss account				(2,000)
Other reserves	5			159,220,360
Shareholder's funds				212,292,234
The accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
Marco Vergani
Director
Approved by the board on 9 March 2017

Digital River UK Holdings I Ltd
Statement of Changes in Equity
for the period from 2 April 2015 to 31 March 2016
Share			Share		Profit		Other		Total
capital			premium		and loss		reserves
account
£			£		£		£		£
At 2 April 2015		-		-		-		-		-
Profit for the period						47,192,237				47,192,237
Final dividend						(47,194,237)				(47,194,237)
Shares issued		422		212,293,812						212,294,234
Capital reduction		-		(159,220,360)		-		159,220,360		-
At 31 March 2016		422		53,073,452		(2,000)		159,220,360		212,292,234

Digital River UK Holdings I Ltd
Notes to the Accounts
for the period from 2 April 2015 to 31 March 2016
1	Accounting policies
	Basis of preparation
	The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.
	Investments
	Investments in unquoted equity instruments are measured at cost. Any subsequent impairment in value is recognised in profit or loss.
	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
2	Audit information
	These accounts have been audited by Durrants, Chartered Accountants. Their audit report is unqualified and is signed on their behalf by Ian Bessant ACA, Senior Statutory Auditor.
	The auditor's remuneration charged for the audit of these accounts was £2,000.
3	Investments					2016
	In subsidiary undertakings:					£
	At 2 April 2015					-
	Additions					423,701,399
	Disposals					(211,407,165)
	At 31 March 2016					212,294,234
4	Creditors: amounts falling due within one year					2016
£
	Other creditors					2,000
5	Other reserves
	The Other reserves were created on 13 May 2015 as a result of a reduction in share premium using the Solvency Statement Procedure. This reserve is treated as a distributable reserve and is treated as a realised profit under Part 23 CA 2006.
6	Dividends					2016
£
	Final dividends					47,194,237
7	Going concern
	The directors consider it appropriate to prepare these accounts on a going concern basis as the company is supported by its parent undertaking.
8	Controlling party
	Danube Private Holdings II, LLC. (incorporated in United States) is regarded by the directors as being the company's ultimate parent company. Danube Private Holdings II, LLC prepares group financial statements and copies can be obtained from: 601 Lexington Ave, New York, NY, 10022 United States.
9	Other information
	Digital River UK Holdings I Ltd is a private company limited by shares and incorporated in England. Its registered office and business address is:
	Salamanca
	Wellington Street
	Slough
	Berks
	SL1 1YP