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Company Registration Number 05751526























RAKUTEN MARKETING EUROPE LIMITED





FINANCIAL STATEMENTS





 31 DECEMBER 2023


























img10b1.png

 
RAKUTEN MARKETING EUROPE LIMITED
 

COMPANY INFORMATION


Directors
A Capano (resigned 22 May 2023)
A A Patel 
N Stamos 




Company secretary
I R Hale-Burgess



Registered number
05751526



Registered office
7 Savoy Court

London

England

WC2R 0EX




Independent auditors
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors

Suite 62

Pure Offices

Cheadle Royal Business Park

Manchester

SK8 3TD




Bankers
Bank of America, N.A.
One Boston Place,

2 King Edward Street

London, United Kingdom

EC1A 1HQ





 
RAKUTEN MARKETING EUROPE LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4
Directors' Responsibilities Statement
 
5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Statement of Financial Position
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 30


 
RAKUTEN MARKETING EUROPE LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report together with the audited financial statements for the year ended 31 December 2023.

Principal activity

Rakuten Marketing Europe Limited (RME) trades in managed digital marketing services, using owned and sub-contracted digital marketing technologies.
The principal client base is UK, France, and Germany based advertisers that trade online. RME also partners with a broad section of the digital publisher community through which the company creates tailored media plans through both manual and automated media campaigns.
RME is a performance-oriented business, meaning the company earns revenue when media buying activities generate revenue for, or meet ROI objectives of, our paying clients. 

Business review and future development
 
RME experienced a decrease in revenue of £10,376,229 against the prior year.  In 2023, RME transferred its Media revenue stream to Rakuten Advertising France which was the primary cause of the revenue decline. The core affiliate marketing business continues to see solid revenue in 2023. 
RME has continued to realise new revenue streams from ongoing investment in technology and people, and forecasts moderate revenue growth over the next three financial years.
Rakuten Inc’s sizeable user base and commitment to growing digital ad revenue across the group means that RME is well placed to maintain the levels of growth it has seen over recent years.
Staffing
With teams based in London and Brighton, RME continues to invest in people and their skills to ensure the company delivers a measurable ROI for our clients and partners.
RME has invested significantly in benefits and incentive plans for staff over the past few years, and the company notes an improved environment, in terms of both staff culture, morale, and productivity.

Key performance indicators

The key performance indicators which are used to monitor the progress of the company include, but are not limited to:
• Revenue growth
• Gross profit (£ and %)
• Operating profit/loss
• Efficiency metrics (revenue per headcount, operating income per headcount)
Credit risk
RME's principal credit risk is the collection of accounts receivable from clients. The company has strict collection procedures in place to ensure the risk of overdue receivables are minimal, using a third-party collections agency when necessary.

Page 1

 
RAKUTEN MARKETING EUROPE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Market risk
The markets which RME operates in are growing in competition and complexity, therefore RME continues to invest in new products, processes and routes to retain clients and pursue new business.
Our alignment with sister companies in the UK and overseas, as well as the Rakuten Marketing global footprint  continues to provide us with firm competitive security, as more clients seek international support and expertise. This has been a key point of differentiation that RME continues to build upon.
Business risk
The company continues to evaluate and manage potential risks faced by the business including:
• Changes in the legal environment including data privacy and compliance
• Reliance on technology in an ever-changing cyber landscape
• Competition on securing placements with publishers
• Seasonality of online retail sales placing significant emphasis on performance in fourth quarter
• Operational risks arising from damage due to severe weather, cyberattack, supplier dependency, etc.

Going concern

The company is in a net asset position of £17.6 (2022 - £23.6m), with unrestricted cash balances at year end of £14.3m (2022 - £32.6m) and amounts owed to group undertakings of £21.4m (2022 - £30.0m). The company made a loss after tax for the year of £6m (2022 - loss £7.4m).
A key risk to the company is the requirement to repay the intercompany balance due to Rakuten Marketing LLC as well as the continuation of ongoing group financial support.
The directors have prepared financial statement projections for the next 12 months from the date of approval of the financial statements. In particular, the directors have considered the main markets covered by the business, which are relatively diverse. The business is not overly dependent on any single client. The company is also not reliant on any particular supplier.
While the directors assess that the going concern assumptions remains appropriate, given the continued loss making position of the company, continued support from the parent company, Rakuten Marketing International LLC, is required.
The company meets its day to day working capital requirements through operating cash flows and continued financial support from the wider group. At year end, £21.4m (2022 - £30.0m) was due to group undertakings, notably its parent company, Rakuten Marketing International LLC. It is noted that Rakuten Marketing International LLC is part of the ultimate group, headed by Rakuten Group, Inc. which is a publicly-traded entity on the Nikkei exchange (Ticker: RKUNY). The company has received written confirmation from Rakuten Marketing International LLC that repayment of intercompany balances due to the Parent Company, as noted above, will not be sought for at least 12 months from the date of approval of these accounts. In addition, Rakuten Marketing International LLC has provided a binding written undertaking to provide the company with any additional funds required to enable the company to continue to meet its obligations as they fall due and to carry on its business without a significant curtailment of operations during the same period.
 

Page 2

 
RAKUTEN MARKETING EUROPE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern (continued)

Based on this review and appropriate enquiries made with the ultimate parent undertaking, the directors believe the company will have sufficient resources for a period of at least 12 months from the date of signing these financial statements to meet its liabilities as they come due and, as such, the financial statements are prepared on the going concern basis.


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





................................................
N Stamos
Director

Date: 30 September 2024

Page 3

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Business review

A review of the business and its principal risks and uncertainties is set out in the strategic report on pages 1 to 3 of these financial statements.

Results and dividends

The loss for the year, after taxation, amounted to £5,988,700 (2022 - £7,369,355).

The directors do not recommend the payment of a dividend (2022 - Nil).

Directors

The directors who served during the year were:

A Capano (resigned 22 May 2023)
A A Patel 
N Stamos 

Future developments

No significant change in the principal activities of the company is expected in the foreseeable future. 

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

The auditorsArmstrong Watson Audit Limitedwill 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.
 





................................................
N Stamos
Director

Date: 30 September 2024

Page 4

 
RAKUTEN MARKETING EUROPE LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘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 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


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 5

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAKUTEN MARKETING EUROPE LIMITED
 

Opinion


We have audited the financial statements of Rakuten Marketing Europe Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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 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 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAKUTEN MARKETING EUROPE LIMITED (CONTINUED)


Opinion 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.


Matters on which we are required to report by exception
 

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.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 7

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAKUTEN MARKETING EUROPE LIMITED (CONTINUED)


Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- the engagement partner ensured that the engagement team collectively had the appropriate competence.   capabilities and knowledge of the Company to identify or recognise non-compliance with applicable laws    and regulations; 
- we identified the laws and regulations applicable to the company through discussions with directors and    other management and review of appropriate industry knowledge. Key laws and regulations we identified   during the audit were the UK Companies Act 2006 and UK tax legislation; 
- we assessed the extent of compliance with the laws and regulations identified above by making enquiries   of management; and 
- identified laws and regulations were communicated within the audit team regularly and the team remained   alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their    knowledge of actual, suspected and alleged fraud; and 
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations. 
To address the risk of fraud through management bias and override of controls, we: 
-  performed analytical procedures as a risk assessment tool to identify any unusual or unexpected     relationships; 
- tested journal entries recorded on the Company's finance system to identify unusual transactions that may  indicate override of controls:
- reviewed key judgements and estimates for any evidence of management bias: and 
- reviewed the application of accounting policies with focus on those with heightened estimation uncertainty.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
- agreeing financial statement disclosures to underlying supporting documentation; and 
- enquiring of management to identify actual and potential litigation and claims. 


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
Page 8

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAKUTEN MARKETING EUROPE LIMITED (CONTINUED)


Auditors' 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 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.





Steven Preston (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors
Manchester

30 September 2024
Page 9

 
RAKUTEN MARKETING EUROPE LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
20,104,707
30,480,936

Cost of sales
  
(4,655,593)
(10,860,832)

Gross profit
  
15,449,114
19,620,104

Administrative expenses
  
(20,981,932)
(27,228,909)

Exceptional administrative expenses
  
(1,322,386)
-

Other operating income
 5 
95,969
-

Operating loss
 6 
(6,759,235)
(7,608,805)

Interest payable and similar expenses
 9 
(40,802)
(10,928)

Loss before tax
  
(6,800,037)
(7,619,733)

Tax on loss
 10 
811,337
250,378

Loss for the financial year
  
(5,988,700)
(7,369,355)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 13 to 30 form part of these financial statements.

Page 10

 
RAKUTEN MARKETING EUROPE LIMITED
REGISTERED NUMBER: 05751526

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
-
1,274,686

Tangible assets
 12 
630,438
642,557

  
630,438
1,917,243

Current assets
  

Debtors: amounts falling due after more than one year
 13 
964,788
1,109,825

Debtors: amounts falling due within one year
 13 
31,249,533
27,092,291

Cash at bank and in hand
 14 
15,789,621
39,340,731

  
48,003,942
67,542,847

Creditors: amounts falling due within one year
 15 
(31,031,059)
(45,868,069)

Net current assets
  
 
 
16,972,883
 
 
21,674,778

Net assets
  
17,603,321
23,592,021


Capital and reserves
  

Called up share capital 
 16 
4,326,881
4,326,881

Capital contribution reserve
 17 
58,497,246
58,497,246

Profit and loss account
 17 
(45,220,806)
(39,232,106)

  
17,603,321
23,592,021


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




................................................
N Stamos
Director

Date: 30 September 2024

The notes on pages 13 to 30 form part of these financial statements.

Page 11

 
RAKUTEN MARKETING EUROPE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
4,326,881
58,497,246
(39,232,106)
23,592,021


Comprehensive income for the year

Loss for the year
-
-
(5,988,700)
(5,988,700)
Total comprehensive income for the year
-
-
(5,988,700)
(5,988,700)


At 31 December 2023
4,326,881
58,497,246
(45,220,806)
17,603,321



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
4,326,881
44,897,246
(31,862,751)
17,361,376


Comprehensive income for the year

Loss for the year
-
-
(7,369,355)
(7,369,355)
Total comprehensive income for the year
-
-
(7,369,355)
(7,369,355)

Capital contribution
-
13,600,000
-
13,600,000


At 31 December 2022
4,326,881
58,497,246
(39,232,106)
23,592,021


The notes on pages 13 to 30 form part of these financial statements.

Page 12

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Rakuten Marketing Europe Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the company's operations, and its principal activities are set out in the strategic report.

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 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 judgment in applying the Company's accounting policies (see 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 Rakuten Inc. as at 31 December 2023 and these financial statements may be obtained from http://global.rakuten .com/corp /investors.

  
2.3

Going concern

The company's business activities and the factors likely to affect its future development, performance and position are set out in the strategic report on pages 1 to 3. The company is in a net asset position of £17.6m (2022 - £23.6m), with unrestricted cash balances at the year-end of £14.3m (2022 - 32.6m) and amounts owed to group undertakings of £21.4m (2022 - £30.0m). The company made a loss after tax for the year of £6m (2022 - loss £7.4m).

Page 13

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 

Going concern (continued)

The key risk to the company is therefore any requirement to repay the intercompany balance due to Rakuten Marketing LLC as well as the continuation of ongoing group financial support.
The directors have prepared financial statement projections for the next 12 months from the date of approval of the financial statements. In particular, the directors have considered the main markets covered by the business, which are relatively diverse the business is not overly dependent on any single client. The company is also not reliant on any particular supplier.
While the directors assess that the going concern assumptions remains appropriate, given the continued loss making position of the company, continued support from the parent company, Rakuten Marketing International LLC, is required.
The company had no external finance at the year end and meets its day to day working capital requirements through operating cash flows and continued financial support from the wider group. At year end £21.4m (2022 - £30.0m) was due to group undertakings, notably its parent company, Rakuten Marketing International LLC. It is noted that Rakuten Marketing International LLC is part of the ultimate group, headed by Rakuten Inc. The company has received written confirmation from Rakuten Marketing International LLC that repayment of intercompany balances due to the Parent Company, as noted above, will not be sought for at least 12 months from the date of approval of these accounts. In addition, Rakuten Marketing International LLC has provided a binding written undertaking to provide the company with any additional finance required to enable the company to continue to meet its obligations as they fall due and to carry on its business without a significant curtailment of operations during the same period.
Based on this review and appropriate enquiries made with the ultimate parent undertaking, the directors believe the company will have sufficient resources for a period of at least 12 months from the date of signing these financial statements to meet its liabilities as they fall due and as such the financial statements are prepared on the going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions 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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 14

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates and value added tax. Turnover is recognised when the service has been rendered.

  
2.6

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
The depreciable amount of an intangible asset with a finite useful life is allocated on a systematic basis over its useful life. Amortisation begins when the asset is available for use, i.e., when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.
The amortisation period and the amortisation method for intangible assets with a finite useful life is reviewed each financial period end. If the expected useful life of the asset is different from previous estimates, the amortisation period is changed accordingly. Useful lives are typically amortised on the following basis:
Development Costs  33% straight line / length of associated commercial contract.

  
2.6

Intangible assets (continued)

Amortisation is charged to administrative expenses in the statement of comprehensive income.
Research expenditure is written off against profits in the year in which it is incurred. Development costs incurred on specific projects are capitalised when all the following conditions are satisfied:
•  completion of the intangible asset is technically feasible so that it will be available for use or    sale;
•  the company intends to complete the intangible asset and use or sell it;
•  the company has the ability to use or sell the intangible asset;
•  the intangible asset will generate probable future economic benefits. Among other things, this   requires that there is a market for the output from the intangible asset or for the intangible     asset itself, or, if it is to be used internally, the asset will be used in generating such benefits;
•  there are adequate technical, financial and other resources to complete the development and   to use or sell the intangible asset; and
•  the expenditure attributable to the intangible asset during its development can be measured    reliably.
Development costs not meeting the criteria for capitalisation detailed above are expensed as incurred.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Assets under the course of construction are capitalised at cost within the appropriate category as described above but are not amortised until completed and brought into use. 

Page 15

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to statement of comprehensive income on a straight-line basis over the lease term.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

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. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 16

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
3 years straight line
Office equipment
-
7 years straight line
Computer equipment
-
3 years straight line

Assets under the course of construction are capitalised at cost within the appropriate category as described above but are not depreciated until completed and brought into use.
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.

  
2.12

Impairment of fixed assets and intangible assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 17

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Cash is classified between restricted and unrestricted amounts. Cash that is restricted represents amounts held that are received from customers but are owed to affiliates as included within creditors. These amounts are managed internally by using separate bank accounts. Ultimately, all cash held is an asset for the entity.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Page 18

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Page 19

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have had to make the following judgements:
• Determine whether there are indicators of impairment of the company's intangible assets. Factors    taken into consideration in reaching such a decision include the economic viability and expected    future financial performance of the asset and where it is a component of a larger cash generating    unit, including the viability and expected future performance of that unit. During the year, such    indicators highlighted impairment in the recoverable value of the company's intangible assets, and   thus these assets have been fully impaired.
• Determine whether these financial statements should be prepared under the going concern    assumptions. Factors taken into consideration in reaching such a decision include the economic    viability and expected future financial performance of the company, including the continued support   as provided by the intermediate parent company. Rakuten Marketing International LLC. See    accounting policy 2.3 for further details.
Other key sources of estimation uncertainty
• Recoverability of trade debtors (see note 13)
 The recoverability of trade debtors is regularly reviewed in the light of available economic     information specific to each debtor and specific provisions are recognised for balances considered   to be irrecoverable.
• Research and development expenditure is capitalised to intangible assets based upon staff time    allocated to respective projects. Such staff time is recognised when it is deemed increased     economic benefits are achieved by the company from the related projects.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the company, in both years presented.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
15,946,194
20,767,519

Rest of Europe
2,036,871
4,618,255

Rest of the world
2,121,642
5,095,162

20,104,707
30,480,936


Page 20

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Other operating income

2023
2022
£
£

Research and development tax credits
95,969
-


Where the company receives Research and Development Expenditure Credits (RDEC), these are accounted for as government grant income within operating income as it more closely aligns with grant income as opposed to a taxation credit. The income is recognised on the performance model under FRS 102 Section 24 'Government Grants'. The RDEC amounts recognised relate to claims made for the years ending 2021 (2020).


6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
106,507
89,340

Amortisation of intangible assets
224,633
217,431

Fees payable to the company's auditors and its associates for the audit of the company's annual financial statements
37,800
36,000

Exchange differences
449,449
(604,171)

Operating lease expense
519,937
138,531

Defined contribution pension cost
422,876
400,731

Share based payments
1,671,647
1,953,283

The shares that are to be issued are that of the parent company, not for Rakuten Marketing Europe Limited. The company’s share of this expense is recharged from the group where the employee works for Rakuten Marketing Europe Limited.


7.


Exceptional items

2023
2022
£
£



Research and development intangible impairment
1,322,386
-

After an annual impairment review, a decision was made to write off the total research and development intangible asset as the costs capitalised are no longer found to bring financial benefit.

Page 21

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
18,287,112
17,940,200

Social security costs
1,976,159
1,871,007

Cost of defined contribution scheme
422,876
400,731

20,686,147
20,211,938


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


        2023
        2022
            No.
            No.







Staff
212
208

During the year payroll costs of £242,529 (2022 - £288,957) were capitalised in relation to capitalisable development activity.
The payroll charge within the Statement of Comprehensive income is netted down to £16,165,602 due to payroll costs of £4,520,546 recharged to other group entities during the year. 

There were no Director emoluments or pension contributions during the year (2022 - £Nil).




9.


Interest payable and similar expenses

2023
2022
£
£


Other interest
40,802
10,928

Page 22

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(288,951)
-

Adjustments in respect of previous periods
(522,386)
(250,378)


(811,337)
(250,378)


Total current tax
(811,337)
(250,378)

Deferred tax

Total deferred tax
-
-


Tax on loss
(811,337)
(250,378)
Page 23

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(6,800,038)
(7,619,733)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(1,599,369)
(1,447,749)

Effects of:


Fixed asset differences
9,222
(868)

Expenses not deductible for tax purposes
484,851
411,873

Other permanenet differences
(169,497)
(203,617)

Change in deferred tax on tax rate
(63,413)
(391,694)

Adjustment to tax charge in respect of prior years
(522,386)
(250,378)

Deferred tax not recognised
1,071,574
1,632,055

Special factors affecting joint-ventures and associates leading to an increase (decrease) in the tax charge
(22,572)
-

Tax deduction arising from exercise of employee options
289,204
-

Unrelieved tax losses carried forward
(288,951)
-

Total tax charge for the year
(811,337)
(250,378)

Page 24

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)

Global Minimum Tax
Rakuten Group, Inc (the Group) has applied the "International Tax Reform - Pillar 2 Model Rules" (revised IAS 12 "Corporate Income Taxes). The amendments ensure that IAS 12 applies to corporate income taxes arising from tax laws enacted or substantively enacted to implement the OECD's Pillar 2 BEPS GloBE (Global Minimum Taxation) rules. However, it provides a temporary exception that requires companies not to recognise and disclose deferred income tax assets and liabilities arising from the global minimum tax rules. The Group applies the exceptions set out in IAS 12 and does not recognise or disclose deferred income tax assets and liabilities arising from the global minimum tax rules.
The Pillar 2 Model Rules have been established in certain jurisdictions in which the Group operates. This law applies to financial years starting on or after January 1, 2024.
The Group has assessed the potential income tax implications of Pillar 2 as the Pillar 2 Model Rules fall within the scope of enacted and substantively enacted legislation. This assessment is based on the most recent tax returns and country-by-country reporting of the Group’s constituent companies. In this assessment, the effective tax rate for Pillar 2 is above 15% in most of the jurisdictions in which the Group operates.  As a result, no material impact on corporate income taxes is expected at the Group level.
In 2023, all the UK constituent entities of the Group collectively reported a loss. If the global minimum tax applied in 2023, the group would qualify for the transitional safe harbour relief.
In view of the above, the Company does not expect to be subject to any top-up tax relating to the new Pillar II rules. 
Unrecognised deferred tax asset
The unrecognised deferred tax asset corresponding to 25% of the temporary differences amounts to £7,870,454. This includes a £7,844,806 unrecognised deferred tax asset relating to losses carried forward, a £16,223 unrecognised deferred tax asset relating to short term timing differences and a £9,425 unrecognised deferred tax asset relating to fixed asset timing differences.
A valuation allowance was recorded against all the deferred tax assets as of December 31, 2023, since it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

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RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets




Research and development

£



Cost


At 1 January 2023
2,165,250


Additions
272,334



At 31 December 2023

2,437,584



Amortisation


At 1 January 2023
890,564


Charge for the year on owned assets
224,633


Impairment charge
1,322,387



At 31 December 2023

2,437,584



Net book value



At 31 December 2023
-



At 31 December 2022
1,274,686



Page 26

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets





Fixtures and fittings
Combined office and computer equipments
Assets under construction
Total

£
£
£
£



Cost or valuation


At 1 January 2023
267,829
635,152
516,184
1,419,165


Additions
-
94,388
-
94,388


Transfers between classes
-
516,184
(516,184)
-



At 31 December 2023

267,829
1,245,724
-
1,513,553



Depreciation


At 1 January 2023
141,456
635,152
-
776,608


Charge for the year on owned assets
89,316
17,191
-
106,507



At 31 December 2023

230,772
652,343
-
883,115



Net book value



At 31 December 2023
37,057
593,381
-
630,438



At 31 December 2022
126,373
-
516,184
642,557

Page 27

 
RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Debtors: amounts falling due within one year

2023
2022
£
£

Due after more than one year

Other debtors
964,788
1,109,825

964,788
1,109,825


2023
2022
£
£

Due within one year

Trade debtors
8,782,365
11,925,808

Amounts owed by group undertakings
21,596,942
14,623,087

Prepayment and other debtors
538,376
211,546

Tax recoverable
331,850
331,850

31,249,533
27,092,291


The impairment loss recognised in profit or loss for the year in respect of bad and doubtful trade debtors was £64,206 (2022 - £299,942).
Amounts owed by group undertakings are repayable upon demand and at zero interest. Intercompany balances are unsecured, have no fixed date of repayment and are contractually repayable on demand. Based on the contractual position, these balances are presented as current assets in line with the requirements of FRS 102, though these are not expected to be recovered within 12 months.


14.


Cash at bank and in hand

2023
2022
£
£

Restricted cash
1,455,248
6,735,417

Unrestricted cash
14,334,374
32,605,314

15,789,622
39,340,731


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RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,877,910
2,200,040

Amounts owed to group undertakings
21,388,470
30,044,752

Other taxation and social security
221,926
650,749

Other creditors
2,029,394
10,670,858

Accruals and deferred income
5,513,359
2,301,670

31,031,059
45,868,069


Amounts owed to group undertakings are repayable upon demand and at zero interest.
Restricted cash balances of £1,455,248 (note 13) are held separately on the balance sheet, to pay affiliate creditors balances (included above within other creditors).


16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



4,326,881 (2022 - 4,326,881) Ordinary shares of £1.00 each
4,326,881
4,326,881



17.


Reserves

Called up share capital

Called up share capital represents the nominal value of the shares issued. 

Capital contribution reserve

During the year, capital contribution receipts were received amounting to Nil (2023: £13,600,000) from Rakuten Marketing LLC, to support the ongoing working capital requirements of the company.

Profit and loss account

The profit and loss account represents cumulative profits or losses net of dividends paid and other adjustments.


18.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £422,876 (2022 - £400,731). Contributions totalling £64,892 (2022 - £43,439) were payable to the fund at the statement of financial position date and are included in other creditors.

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RAKUTEN MARKETING EUROPE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

As restated
2023
2022
£
£


Not later than 1 year
519,937
519,937

Later than 1 year and not later than 5 years
2,599,688
3,119,625

3,119,625
3,639,562


20.


Related party transactions

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary of the group.


21.


Controlling party

The company is a subsidiary of Rakuten Marketing International LLC, a company incorporated in the United States of America. The ultimate parent company is Rakuten Inc. which is incorporated in Japan.
The largest group in which results of the company are consolidated is that headed by Rakuten Inc. The consolidated accounts of this company are available to the public at: 
http://global.rakuten .com  /corp/investors.

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