Rakuten Symphony UK Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 07722775 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

RAKUTEN SYMPHONY UK LTD

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

H Hirama

S Sato

R Schu

REGISTERED OFFICE:

Vinters Place

68 Upper Thames Street

London

England

EC4V 3BJ

REGISTERED NUMBER:

07722775 (England and Wales)

AUDITORS:

Armstrong Watson Audit Limited

Chartered Accountants & Statutory Auditors

Suite 62, Pure Offices

Cheadle Royal Business Park

Brooks Drive

Manchester

SK8 3TD

FIXED ASSETS

Property, plant and equipment

4

641,696

1,195,179

CURRENT ASSETS

Debtors

5

4,047,620

2,361,918

Cash at bank

1,492,288

919,841

5,539,908

3,281,759

CREDITORS

Amounts falling due within one year

6

826,198

433,728

NET CURRENT ASSETS

4,713,710

2,848,031

TOTAL ASSETS LESS CURRENT

LIABILITIES

5,355,406

4,043,210

CAPITAL AND RESERVES

Called up share capital

8

1,000

Capital redemption reserve

135,000

Retained earnings

5,219,406

3,907,210

SHAREHOLDERS' FUNDS

5,355,406

4,043,210

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

R Schu - Director

1.	STATUTORY INFORMATION

Rakuten Symphony UK Ltd is a private company limited by shares, incorporated and domiciled in the United Kingdom. The address of the registered office is Vintners Place, 68 Upper Thames Street, London, England, EC4V 3BJ.

The Company is registered at Companies House England and Wales. Its registered number is 07722775.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of 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.

All amounts have been rounded to the nearest £1 pound sterling, unless otherwise indicated.

The following principal accounting policies have been applied:

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The Company is contracted by Altiostar Networks, Inc., Rakuten Mobile, Inc. and Rakuten Symphony Singapore Pte Ltd to deliver sales and marketing services under an intercompany agreement. The Company is remunerated by these entities for the services provided.

Other income

Other income comprises income that is not derived from the Company's principal trading activities but is recognised within the profit or loss in accordance with FRS102. During the year, Rakuten Symphony UK Ltd acted as an agent for goods shipped from customers to Rakuten Singapore and the net value of income with cost of goods sold has been recognised within other income for the year.

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.

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:

Short leaseholds - over the period of the lease

Plant and machinery - 33% straight line

Fixtures and fittings - 20% straight line

Office equipment - 33% and 20% straight line

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.

Taxation and deferred taxation

Taxation 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 in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

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.

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.

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.

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.

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Statement of financial position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Statement of financial position date.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

Interest income

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

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.

The company relies on the continued support from its parent company Altiostar Networks, Inc. (USA), which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 26 (2023 - 29 ) .

4.	PROPERTY, PLANT AND EQUIPMENT

Plant &

Fixtures

Short

machinery

and

Office

leasehold

etc

fittings

equipment

Totals

£

Cost

At 1 January 2024

177,444

2,310,942

13,618

834,194

3,336,198

Additions

-

16,673

-

16,673

Transfer between classes

-

579,966

(2,730

)

(577,236

)

-

At 31 December 2024

177,444

2,907,581

10,888

256,958

3,352,871

Depreciation

At 1 January 2024

166,415

1,721,971

11,343

241,290

2,141,019

Charge for year

4,742

417,588

500

147,326

570,156

Transfer between classes

-

202,988

(956

)

(202,032

)

-

At 31 December 2024

171,157

2,342,547

10,887

186,584

2,711,175

Net book value

At 31 December 2024

6,287

565,034

1

70,374

641,696

At 31 December 2023

11,029

588,971

2,275

592,904

1,195,179

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed by group undertakings

3,515,994

1,991,600

Other debtors

195,688

195,689

Tax

-

15,807

Deferred tax

150,026

68,040

VAT

-

75,968

Prepayments

185,912

14,814

4,047,620

2,361,918

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Trade creditors

13,806

13,303

Amounts owed to group undertakings

-

162,886

Taxation and social security

120,249

-

Other creditors

22,076

-

Accruals and deferred income

670,067

257,539

826,198

433,728

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

Within one year

269,719

Between one and five years

1,078,876

In more than five years

142,353

407,077

1,490,948

1,755,672

Post year-end, the lease break clause was exercised which was not known at the year-end. See balance sheet note 12 for further details.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

100,000

Ordinary

0.01

1,000

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Steven Preston (Senior Statutory Auditor)

for and on behalf of Armstrong Watson Audit Limited

10.	PENSION COMMITMENTS

The Company operates a defined contributions 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 £195,218 (2023 - £191,178). Contributions totalling £22,076 (2023 - Nil) were payable to the fund at the reporting date.

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption available under The Small Companies and Groups Regulations 2008, Schedule 1 paragraph 66(4) from disclosing details of any transactions entered into between two or more members of a group where they are wholly owned members of this group.

There were no other related party transactions during the period (2023: none).

12.	POST BALANCE SHEET EVENTS

On 4 February 2025, Rakuten Symphony enacted the break clause in their lease and will vacate the office premises in August 2025. The majority of fixed assets held at the balance sheet date are expected to be disposed - management intend to recover some of these asset costs through sale and to date a total of £18,472 has been recovered in respect of this.

13.	CONTROLLING PARTY

The Company is a wholly owned subsidiary of Altiostar Networks, Inc. (USA), a company incorporated in the United States of America.

The smallest group in which the results of the Company are consolidated is that headed by Altiostar Networks, Inc. (USA). The consolidated financial statements may be obtained from Altiostar Networks, Inc. (USA), 200 Ames Pond Dr, Tewksbury, MA 01876, United States of America.