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COMPANY INFORMATION
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CONTENTS
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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 who served during the year were:
The reduction in turnover compared with 2024 is primarily attributable to lower Web Analytics revenue following the transfer of Web Analytics activity to UK041. Web Analytics revenue decreased from approximately £1.2m in 2024 to £0.9m in 2025. The corresponding reduction in administrative expenses is understood to be largely driven by lower employee-related costs, reflecting a reduction in average headcount during the year, which partially offset the impact on operating profit.
The Company faces a range of market, strategic, financial, legal and operational risks. During 2025, there was a continual focus on working capital management and counterparty risks as a result of the shift in the economy. The Company continually reviews the key risks and strives to improve the internal control framework to help mitigate them, where possible. Listed below are what the Company believes to be the principal risk factors and uncertainties faced during the period and the strategies for managing them.
1. Managing counterparty risk
Risk description
∙Loss of income from clients who have cash flow or insolvency problems.
Potential risk impact
∙Loss of profit, due to bad debt.
Risk management strategy
∙To maintain and develop robust financial and operating systems to ensure any potential loss of income from third parties is minimised.
Risk mitigation actions
∙Due diligence, including assessments of credit risk, is undertaken for all new clients and written contracts must be in place before commencing any significant work.
∙Company policy requires credit limits to be imposed for all new commercial clients.
∙External credit insurance policies are in place, to cover all insurable credit risks; where external credit insurance is not available, alternative mitigation actions are taken, including requiring prepayments, bank or parental guarantees, or other securities.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2. Weak economic conditions in the UK
Risk description
∙Weak economies can cause clients to reduce media investment and/or discretionary expenditure.
Potential risk impact
∙Loss of profit.
Risk management strategy
∙To maintain a diversified business, with a strategy to increase exposure to areas less likely to be impacted by macroeconomic challenges, particularly digital.
Risk mitigation actions
∙Review regular, detailed reporting by key business areas, ensuring senior management is kept abreast of divisional performance.
∙Perform regular re-forecasts of financial performance, to reflect current economic environment/trends.
3. Maintaining a sound financial position
Risk description
∙Insufficient liquidity and funding requirements to support the Company's liabilities and manage the growth of the business.
Potential risk impact
∙Lack of funds for current operations and future growth.
Risk management strategy
∙Maintain sufficient funding, with secure access to banking facilities, to meet liabilities and to fund the growth of the business. From a cost perspective, ensuring a cost management culture is integrated throughout the organisation.
Risk mitigation actions
∙The Company has cash pooling arrangements in place with relationship banks of the Dentsu group.
∙Daily cash reporting for all operations is maintained.
∙Minimum headroom limits are monitored regularly.
∙Working capital and cash conversion metrics are monitored regularly.
4. Managing the security of data
Risk description
∙Unauthorised access to, or inappropriate use of, client or other confidential data, with a specific emphasis on the General Data Protection Regulation.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Potential risk impact
∙Loss of profit and/or reputational damage
∙Material fines from regulatory bodies resulting from non-compliance.
Risk management strategy
∙Ensure robust IT and financial reporting systems are in place in line with best practice data security and compliance regulations, and based on strict internal policies and procedures.
Risk mitigation actions
∙External access to information is protected by the IT security framework which is assessed regularly through vulnerability testing and IT security audits.
∙The Company insists on confidentiality clauses in supplier contracts.
No research and development activity took place during the current or previous years.
The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.
The Company did not use derivative financial instruments in 2025 (2024: none).
The profit for the year, after taxation, amounted to £1,934,646 (2024 - £1,929,140).
There were no dividends paid or declared in 2025 (2024: £nil).
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company has net assets of £8,154,449 (2024: £6,219,803) and net current assets of £8,154,449 (2024: £6,219,803). The financial statements are prepared on a going concern basis, which the directors consider to be appropriate.
The Company meets its day-to-day working capital requirements through cash generated from its trading and the use of a cash-pooling facility provided to participating subsidiaries in the group headed by Dentsu Group Inc. ("the Group"). The cash-pooling facility involves the daily closing cash position for participating subsidiaries, whether positive or negative, being cleared to £nil via daily bank transfers to / from a financing entity under Dentsu Group Inc ., and the Company can draw down on the cash pool to enable it to pay its obligations as they fall due, where required. The directors have performed a going concern assessment for the period of not less than 12 months from the date of the approval of these financial statements ("the going concern assessment period"), which indicates that the Company will have sufficient funds through the cash-pooling facility to meet its liabilities as they fall due for that period. As with any company providing and accessing its funds to/from the cash pool, the directors acknowledge that there can be no certainty that the Group cash-pooling facility will continue, although, at the date of approval of these financial statements, they have no reason to believe that this facility will not continue to be made available to the Company. Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
The directors continue to focus on achieving the strategic targets of the Company, including organic and new business growth and expanding the digital and data strategy. The Company intends to increase the staff base to drive further sales growth, and to provide a consistent level of service to the existing client base and improve client retention.
The Company has elected not to include a strategic report in these annual financial statements, in line with the exemptions available under s414 of the Companies Act 2006.
There have been no significant events affecting the Company since the year end.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditor, Menzies LLP, was appointed as auditor for Merkle UK Analytics Services Limited on 5 January 2026 in accordance with section 485 of the Companies Act 2006.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERKLE UK ANALYTICS SERVICES LIMITED
We have audited the financial statements of MERKLE UK ANALYTICS SERVICES LIMITED (the 'Company') for the year ended 31 December 2025, 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 policies. The 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).
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 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.
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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERKLE UK ANALYTICS SERVICES LIMITED (CONTINUED)
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERKLE UK ANALYTICS SERVICES LIMITED (CONTINUED)
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. 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 Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙The Companies Act 2006;
∙Financial Reporting Standard 101;
∙UK health and safety legislation;
∙General Data Protection Regulations.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. We understood how the Company are complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes. The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgments made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
∙Timing of revenue recognition; and
∙The use of management override of controls to manipulate results.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERKLE UK ANALYTICS SERVICES LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
2nd Floor, Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 23 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Merkle UK Analytics Services Limited (“the Company”) is a private company incorporated, domiciled and registered in England in the UK. The registered number is 06507313 and the registered address is 10 Triton Street, Regent's Place, London, United Kingdom, NW1 3BF.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). 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 FRS101 disclosure exemptions has been taken. The Company’s ultimate parent undertaking, Dentsu Group Inc, includes the Company in its consolidated financial statements. The consolidated financial statements of Dentsu Group Inc are prepared in accordance with International Financial Reporting Standards and are available to the public and can be obtained from the Secretary, Dentsu Group Inc 1-8-1 Higashi-shimbashi, Minato-ku, Tokyo, 105-7050. The smallest group in which the results of the Company are consolidated is the group headed by Dentsu Group Inc.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
∙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;
∙the requirements of IAS 7 Statement of Cash Flows
∙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
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has net assets of £8,154,449 (2024: £6,219,803) and net current assets of £8,154,449 (2024: £6,219,803). The financial statements are prepared on a going concern basis, which the directors consider to be appropriate.
The Company meets its day-to-day working capital requirements through cash generated from its trading and the use of a cash-pooling facility provided to participating subsidiaries in the group headed by Dentsu Group Inc. (“the Group”). The cash-pooling facility involves the daily closing cash position for participating subsidiaries, whether positive or negative, being cleared to £nil via daily bank transfers to / from a financing entity under Dentsu Group Inc., and the Company can draw down on the cash pool to enable it to pay its obligations as they fall due, where required. The directors have performed a going concern assessment for the period of not less than 12 months from the date of the approval of these financial statements (“the going concern assessment period”), which indicates that the Company will have sufficient funds through the cash-pooling facility to meet its liabilities as they fall due for that period. As with any company providing and accessing its funds to/from the cash pool, the directors acknowledge that there can be no certainty that the Group cash-pooling facility will continue, although, at the date of approval of these financial statements, they have no reason to believe that this facility will not continue to be made available to the Company. Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised in line with the underlying arrangements with customers. The Company recognises revenue in accordance with the 5-step model established under IFRS 15. The Company recognises revenue when it has a binding contract with a customer. Revenue is recognised as it transfers control of a product or service to a customer. Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties where the Company is acting as an agent. The Company acts as a principal when the services are controlled by the Company prior to being transferred to customers. An assessment of key indicators including pricing discretion, inventory risk and primary responsibility, is performed to establish if the Company is an agent or a principal in a particular contract. When revenue is in the form of commissions, revenue is recognised over time as the media airs or is published, depending on the form of the media. Costs of obtaining a contract are expensed as the vast majority of the Company’s contracts run for 12 months or less. Costs incurred on behalf of clients and other third-party costs that have not yet been billed to clients are considered receivables under IFRS 15 and therefore are presented as accrued income in the balance sheet. Accrued income is considered under IFRS 9. Assets and liabilities related to contracts with customers Contract assets primarily relate to the company’s rights to consideration for work completed but not billed at the reporting date. These are presented within trade receivables and accrued income and mainly represent accrued income where a performance obligation has been satisfied but the right to consideration is conditional and has not yet been billed. Deferred income balances presented within Trade and other payables in the balance sheet are considered contract liabilities.
Interest expenses are recognised on an accruals basis and relate to charges on balances with group undertakings. These are measured at amortised cost using the effective interest method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial assets
Classification and measurement of financial assets All financial assets are initially measured at fair value. Management determines the classification and subsequent measurement of the financial asset based on the contractual terms at the initial recognition date. The classifications and subsequent measurement include the following: Classification as trade receivables Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Current trade receivables do not carry any interest charge. Interest may be charged on overdue balances. Financial assets at amortised cost The Company classifies its financial assets as measured at amortised cost only if both of the following criteria are met:
∙the asset is held within a business model whose objective is to collect the contractual cash flows, and
∙the contractual terms give rise to cash flows that are solely payments of principal and interest.
All receivables are categorised as amortised cost.
Impairment of financial assets The Company considers evidence of impairment for these assets at both an individual asset and a collective level at each reporting date. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade and other receivables. Offsetting of balances within financial assets In line with IAS 32, the Company has a legally enforceable right, and there is an intention to settle on a net basis, through signed legal agreements, to offset cash deposits and overdrafts that are in cash-pool arrangements with relationship banks. The balances are included in note 9 as part of “Amounts owed to related parties”. The Company does not offset other financial assets and liabilities where there is no legally enforceable right to do so. Financial liabilities and equity Classification and measurement Management determines the classification of its financial liabilities as either debt or equity at initial recognition according to the substance of the contractual arrangements entered into. All financial liabilities are measured subsequently at amortised cost using the effective interest method. The classifications include the following: Financial liabilities measured at amortised cost using the effective interest method Financial liabilities measured at amortised cost using the effective interest method are non-derivative financial liabilities which are not designated on initial recognition as liabilities at fair value through profit or loss. Any subsequent interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company has no direct employees. An amount of £1,422,087 was charged to the Company during 2025 (2024: £1,389,236), relating to personnel costs incurred by another Dentsu group company, which were directly attributable to the Company's operations.
The directors of the Company are also directors or employees of other Dentsu group undertakings, and their remuneration for the period was paid by fellow group-related undertakings. The directors do not consider it practicable to apportion this amount between their services as directors of the Company and their services as directors or employees of other group underakings
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Deferred taxation (continued)
The Company is a subsidiary of Dentsu International Holdings Limited, a company incorporated in Great Britain and registered in England and Wales. The ultimate parent undertaking and controlling party is Dentsu Group Inc., a company incorporated in Tokyo and registered in Japan.
Dentsu Group Inc. is the parent undertaking of both the smallest and largest group for which group financial statements are prepared and of which the Company is a member. Copies of Group financial statements can be obtained from: The Secretary, Dentsu Group Inc., 1-8-1 Higashi-shimbashi, Minato-ku, Tokyo 105 7050.
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