Company registration number 06727425 (England and Wales)
ILLUMA TECHNOLOGY LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ILLUMA TECHNOLOGY LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
ILLUMA TECHNOLOGY LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
5
7,450
10,394
Tangible assets
6
40,752
11,554
Investments
7
8
48,210
21,948
Current assets
Debtors
9
2,427,166
1,333,511
Cash at bank and in hand
1,812,213
1,319,083
4,239,379
2,652,594
Creditors: amounts falling due within one year
10
(767,579)
(412,418)
Net current assets
3,471,800
2,240,176
Total assets less current liabilities
3,520,010
2,262,124
Creditors: amounts falling due after more than one year
11
(15,000)
(25,000)
Provisions for liabilities
(10,188)
(2,086)
Net assets
3,494,822
2,235,038
Capital and reserves
Called up share capital
13
1
1
Share premium account
3,889,160
2,773,776
Profit and loss reserves
(394,339)
(538,739)
Total equity
3,494,822
2,235,038
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 20 September 2024 and are signed on its behalf by:
Mr P Mason
Director
Company registration number 06727425 (England and Wales)
ILLUMA TECHNOLOGY LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
1
2,052,154
(287,830)
1,764,325
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(250,909)
(250,909)
Issue of share capital
13
721,622
-
721,622
Balance at 31 December 2022
1
2,773,776
(538,739)
2,235,038
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
144,400
144,400
Issue of share capital
13
1,115,384
-
1,115,384
Balance at 31 December 2023
1
3,889,160
(394,339)
3,494,822
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Illuma Technology Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 73 Cornhill, London, EC3V 3QQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision on online advertising impressions is recognised by reference to the stage of completion of the advertising campaign, when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is estimated by comparing the number of impressions utilised over the total number of impressions contracted for the campaign.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
over 5 year on straight line basis
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
Over 3 to 5 years on straight line basis
Fixtures, fittings & equipment
Over 3 to 5 years on straight line basis
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Deferred tax asset on losses bought forward
The company recognises deferred tax assets on carried forward tax losses to the extent there will be sufficient estimated future taxable profits and taxable temporary differences against which the tax losses can be utilised and that the company is able to satisfy the continuing ownership test.
During the current year the company recognised a taxable loss carried forward of £592,994 for which a deferred tax asset amounting to £148,249 was recognised at 25% of tax rate based on the anticipated future use of tax losses carried forward. If the tax authority regards the company as not satisfying the continuing ownership test, the deferred tax income asset will have to be written off as income tax expense.
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
18
13
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(24,748)
Adjustments in respect of prior periods
(135,322)
58,192
Total current tax
(160,070)
58,192
Deferred tax
Origination and reversal of timing differences
(see note 13)
30,684
(170,831)
Total tax credit
(129,386)
(112,639)
5
Intangible fixed assets
Other
£
Cost
At 1 January 2023 and 31 December 2023
82,766
Amortisation and impairment
At 1 January 2023
72,372
Amortisation charged for the year
2,944
At 31 December 2023
75,316
Carrying amount
At 31 December 2023
7,450
At 31 December 2022
10,394
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
6
Tangible fixed assets
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
Cost
At 1 January 2023
86,779
86,779
Additions
26,451
13,755
40,206
At 31 December 2023
113,230
13,755
126,985
Depreciation and impairment
At 1 January 2023
75,225
75,225
Depreciation charged in the year
10,102
906
11,008
At 31 December 2023
85,327
906
86,233
Carrying amount
At 31 December 2023
27,903
12,849
40,752
At 31 December 2022
11,554
11,554
7
Fixed asset investments
2023
2022
£
£
Investments in subsidiaries
8
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
-
Additions
8
At 31 December 2023
8
Carrying amount
At 31 December 2023
8
At 31 December 2022
-
8
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Subsidiaries
(Continued)
- 10 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Illuma Technology Inc
USA
Advertising and Media agents
Common Stock
100.00
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,993,643
907,562
Corporation tax recoverable
101,878
128,209
Other debtors
183,396
126,909
2,278,917
1,162,680
Deferred tax asset (note 13)
148,249
170,831
2,427,166
1,333,511
10
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
10,000
10,000
Trade creditors
31,536
103,661
Amounts owed to related party
302,380
62,675
Corporation tax
58,192
Other taxation and social security
78,646
55,968
Other creditors
345,017
121,922
767,579
412,418
11
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans
15,000
25,000
The company took a unsecured CBILS loan of £50,000 in June 2020 with a maturity date of 6 years. The bank interest payable on the loan is 2.5% per annum.
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
12
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Balances:
£
£
£
£
Accelerated Capital Allowances
10,188
2,086
-
-
Tax losses
-
-
148,249
170,831
10,188
2,086
148,249
170,831
2023
Movements in the year:
£
Asset at 1 January 2023
(168,745)
Charge to profit or loss
30,684
Asset at 31 December 2023
(138,061)
The company recognises deferred tax assets on carried forward tax losses to the extent there will be sufficient estimated future taxable profits and taxable temporary differences against which the tax losses can be utilised and that the company is able to satisfy the continuing ownership test.
During the current year the company recognised a taxable loss carried forward of £592,994, for which a deferred tax asset amounting to £148,249 was recognised at 25% of tax rate based on the anticipated future use of tax losses carried forward. If the tax authority regards the company as not satisfying the continuing ownership test, the deferred tax income asset will have to be written off as income tax expense.
13
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
10,372,333 Ordinary of 0.0000001p each
1
1
4,369,608 A Ordinary of 0.0000001p each
-
-
1
1
The total share capital amounts to £1.47 which compromises both ordinary and A ordinary shares,
Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights and they do not confer any rights of redemption.
The A ordinary shares and the ordinary shares shall rank pari passu in all respects, but shall constitute separate classes of shares in accordance with the company's article of association.
ILLUMA TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
14
Audit report information
As the income statement and audit report have been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditors' report was unqualified.
Senior Statutory Auditor:
Grant Lee
Statutory Auditor:
Gerald Edelman LLP
Date of audit report:
23 September 2024
15
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
Within one year
150,142
36,508
Between two and five years
150,412
17,504
300,554
54,012
16
Controlling party
The company's ultimate controlling party is Peter Mason, by virtue of 69% shareholding in the company.
17
Related party transactions
During the year, the company re-charged rent of £10,846 (2022: £21,941), insurance of £Nil (2022 : £8,034) and cleaning of £1,464 (2022: £2,196) to Advance International Media Limited, a company under common ownership.
Included within debtors is an amount of £Nil (2022: £2,312) due from Advance International Media Limited.
Included within creditor is an amount of £302,380 (2022: £98,165) due to Illuma Technology Inc, a 100% subsidiary based in the USA. The company was charged a management fee of £1,466,106 (2022 - £667,390) by Illuma Technology Inc.
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