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REGISTERED NUMBER: 09513008 (England and Wales)











GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

FOR

ILLUMIO UK LIMITED

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


ILLUMIO UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 JANUARY 2024







DIRECTORS: A S Rubin
A V Singh





REGISTERED OFFICE: Suite 4, 7th Floor 50 Broadway
London
United Kingdom
SW1H 0DB





REGISTERED NUMBER: 09513008 (England and Wales)





AUDITORS: Cooper Parry Group Limited
Statutory Auditor
The Lightbox
87 Castle Street
Reading
Berkshire
RG1 7SN

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024


The directors present their strategic report together with the audited financial statements of the company and the group for the year ended 31 January 2024.

PRINCIPAL ACTIVITY
The principal activity of the company is providing marketing, sales, and promotional activity on behalf of its parent company, Illumio, Inc.

FINANCIAL REVIEW AND FUTURE DEVELOPMENTS
The group generates its turnover from its parent company at an arm's length markup on the costs incurred in the provision of marketing, sales and promotional activities. The profit for the year after taxation was £486,398 (2023: £455,317). Overall the directors are satisfied with the results of the group and expect this to continue for the foreseeable future.

The group remains in a strong financial position at the end of the year. Net assets as of 31 January 2024 have increased by £1,000,159 to £5,320,990. The group has maintained its liquidity through cash flow management, profitability, and will be supported by its parent company for a period of at least 12 months from the signing date of these financial statements.

There are no material future developments or plans and the directors expect the group to continue in operation under the same transfer pricing arrangement with its parent company for the foreseeable future.

PRINCIPAL RISKS AND UNCERTAINTIES
The financial risks faced by the group include credit risk, liquidity risk, cash flow risk, and foreign currency exchange rates. A key role of the groups finance function is to ensure that adequate liquidity is available to meet the groups funding requirements as they arise and the financial risk arising from the underlying operations is effectively identified and managed.

Credit risk
Risks facing Illumio UK Limited and its subsidiaries are managed at a group level to ensure that there is sufficient credit within the group to ensure its continued success.

Liquidity risk
Since the group with all of its revenue coming from the parent company, the liquidity risk is managed at a group level by Illumio, Inc. to ensure that its subsidiaries have sufficient liquidity to continue to provide the services it requires globally.

Cash flow risk
The risks facing the group are again intrinsically linked to that of its parent Illumio, Inc., the directors believe that the group has available sufficient funds to maintain operations and meet future contractual obligations as they fall due. As a subsidiary of Illumio, Inc., with all of its revenue coming from the parent company that has sufficient cash reserves, there are no significant cash flow risks within Illumio UK Limited or its subsidiaries.

Foreign exchange risk
As a subsidiary, with all of its revenue coming from the parent company, which bears the burden of any intercompany foreign exchange risk, there are no other significant foreign exchange risks within Illumio UK Limited or its subsidiaries.


ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

KEY PERFORMANCE INDICATORS (KPI'S)
The Directors are of the opinion that the key performance indicator for the group is turnover. Revenues were £20,596,752 and £21,045,334 for the years ended 31 January 2024 and 2023, respectively.

ON BEHALF OF THE BOARD:





A V Singh - Director


29 October 2024

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 JANUARY 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 January 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 January 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 February 2023 to the date of this report.

A S Rubin
A V Singh

Other changes in directors holding office are as follows:

A J Margolis ceased to be a director after 31 January 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group 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;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 JANUARY 2024


AUDITORS
The audit business of Haines Watts was acquired by Cooper Parry Group Limited on 30th September 2024. Haines Watts has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

The auditors, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A V Singh - Director


29 October 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ILLUMIO UK LIMITED


Opinion
We have audited the financial statements of Illumio UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 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 group's and of the parent company affairs as at 31 January 2024 and of the group's profit 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ILLUMIO UK LIMITED


Opinions 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ILLUMIO UK LIMITED


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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the Companies Act 2006 and relevant tax compliance regulations in the UK.

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included:

- Challenging assumptions and judgements made by management in its significant accounting
estimates;
- Identifying and testing journal entries, with a focus on entries made with unusual accounting
combinations;
- Confirming with management whether they have knowledge of any actual , suspected or illegal fraud;
- Evaluating whether there was evidence of bias by management that represents a risk of material
misstatement due to fraud.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance with all laws and regulations.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ILLUMIO UK LIMITED


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 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 a Report of the Auditors 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.




Jacqueline Biggs FCCA ACA (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited
Statutory Auditor
The Lightbox
87 Castle Street
Reading
Berkshire
RG1 7SN

30 October 2024

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024

2024 2023
Notes £ £

TURNOVER 3 20,596,752 21,045,334

Administrative expenses 19,832,124 20,299,739
OPERATING PROFIT 5 764,628 745,595

Interest receivable and similar income 16 -
764,644 745,595

Interest payable and similar expenses 7 - 63
PROFIT BEFORE TAXATION 764,644 745,532

Tax on profit 8 278,246 290,215
PROFIT FOR THE FINANCIAL YEAR 486,398 455,317
Profit attributable to:
Owners of the parent 486,398 455,317

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024

2024 2023
Notes £ £

PROFIT FOR THE YEAR 486,398 455,317


OTHER COMPREHENSIVE INCOME
Foreign exchange movement (91,907 ) 120,965
Income tax relating to other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(91,907

)

120,965
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

394,491

576,282

Total comprehensive income attributable to:
Owners of the parent 394,491 576,282

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

CONSOLIDATED BALANCE SHEET
31 JANUARY 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Tangible assets 10 26,633 24,160
Investments 11 - -
26,633 24,160

CURRENT ASSETS
Debtors 12 7,436,005 5,977,741
Cash at bank 871,496 406,212
8,307,501 6,383,953
CREDITORS
Amounts falling due within one year 13 3,013,144 2,087,282
NET CURRENT ASSETS 5,294,357 4,296,671
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,320,990

4,320,831

CAPITAL AND RESERVES
Called up share capital 15 100 100
Foreign exchange reserve 16 56,761 148,668
Retained earnings 16 5,264,129 4,172,063
SHAREHOLDERS' FUNDS 5,320,990 4,320,831

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 29 October 2024 and were signed on its behalf by:





A V Singh - Director


ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

COMPANY BALANCE SHEET
31 JANUARY 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Tangible assets 10 12,971 10,977
Investments 11 89 89
13,060 11,066

CURRENT ASSETS
Debtors 12 7,255,514 5,807,195
Cash at bank 576,459 281,720
7,831,973 6,088,915
CREDITORS
Amounts falling due within one year 13 4,339,471 3,408,073
NET CURRENT ASSETS 3,492,502 2,680,842
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,505,562

2,691,908

CAPITAL AND RESERVES
Called up share capital 15 100 100
Retained earnings 16 3,505,462 2,691,808
SHAREHOLDERS' FUNDS 3,505,562 2,691,908

Company's profit for the financial year 388,700 376,078

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 29 October 2024 and were signed on its behalf by:





A V Singh - Director


ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024

Called up Foreign
share Retained exchange Total
capital earnings reserve equity
£ £ £ £
Balance at 1 February 2022 100 3,216,685 27,703 3,244,488

Changes in equity
Total comprehensive income - 455,317 120,965 576,282
Share based payments - 500,061 - 500,061
Balance at 31 January 2023 100 4,172,063 148,668 4,320,831

Changes in equity
Total comprehensive income - 486,398 (91,907 ) 394,491
Share based payments - 605,668 - 605,668
Balance at 31 January 2024 100 5,264,129 56,761 5,320,990

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 February 2022 100 2,019,522 2,019,622

Changes in equity
Total comprehensive income - 376,078 376,078
Share based payments - 296,208 296,208
Balance at 31 January 2023 100 2,691,808 2,691,908

Changes in equity
Total comprehensive income - 388,700 388,700
Share based payments - 424,954 424,954
Balance at 31 January 2024 100 3,505,462 3,505,562

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 827,906 257,524
Interest paid - (63 )
Tax paid (250,871 ) (305,777 )
Net cash from operating activities 577,035 (48,316 )

Cash flows from investing activities
Purchase of tangible fixed assets (19,860 ) (16,654 )
Interest received 16 -
Net cash from investing activities (19,844 ) (16,654 )

Increase/(decrease) in cash and cash equivalents 557,191 (64,970 )
Cash and cash equivalents at
beginning of year

2

406,212

350,217
Effect of foreign exchange rate changes (91,907 ) 120,965
Cash and cash equivalents at end of
year

2

871,496

406,212

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024


1. RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM
OPERATIONS

2024 2023
£ £
Profit for the financial year 486,398 455,317
Depreciation charges 17,387 13,190
Stock compensation 605,669 500,061
Finance costs - 63
Finance income (16 ) -
Taxation 278,246 290,215
1,387,684 1,258,846
Increase in trade and other debtors (1,449,422 ) (1,211,742 )
Increase in trade and other creditors 889,644 210,420
Cash generated from operations 827,906 257,524

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2024
31/1/24 1/2/23
£ £
Cash and cash equivalents 871,496 406,212
Year ended 31 January 2023
31/1/23 1/2/22
£ £
Cash and cash equivalents 406,212 350,217


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/2/23 Cash flow At 31/1/24
£ £ £
Net cash
Cash at bank 406,212 465,284 871,496
406,212 465,284 871,496
Total 406,212 465,284 871,496

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024


1. STATUTORY INFORMATION

Illumio UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the company
and rounded to the nearest £.

Basis of consolidation
The consolidated financial statements present the results of Group and its own subsidiaries ("the
Group") as they formed a single entity. Intercompany transactions and balances between group
companies are therefore eliminated in full.

Going concern
The directors have received a guarantee of continued financial support from the Group's parent company, Illumio, Inc., and the directors believe that such financial support will continue to be available for the foreseeable future. As a result they have continued to adopt the going concern basis of accounting.

Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and
estimates. The items in the financial statements where these judgements and estimates have been
made include share options and the holiday pay accrual.

Turnover
Turnover is derived via the sales and marketing arrangement in place with the parent company whereby applicable costs are recharged to the parent company on a cost plus basis.

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.

The estimated useful lives range as follows:

Computer equipment - 3 years

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.

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Group’s cash management.

Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


2. ACCOUNTING POLICIES - continued

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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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 balance sheet 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.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£ £
United States of America 20,596,752 21,045,334
20,596,752 21,045,334

4. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 13,589,578 14,176,615
Social security costs 1,726,888 1,608,308
Other pension costs 388,665 415,861
15,705,131 16,200,784

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Administrative 31 34
Sales 41 45
Marketing 6 6
78 85

2024 2023
£ £
Directors' remuneration - -

5. OPERATING PROFIT

The operating profit is stated after charging:

2024 2023
£ £
Other operating leases 177,238 117,383
Depreciation - owned assets 17,387 13,170
Foreign exchange differences 197,575 395,349

6. AUDITORS' REMUNERATION
2024 2023
£ £
Fees payable to the company's auditors for the audit of the
company's financial statements

12,000

12,000
Other non- audit services 7,000 7,000

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Bank interest - 63

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£ £
Current tax:
UK corporation tax 278,246 290,215
Tax on profit 278,246 290,215

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Profit before tax 764,644 745,532
Profit multiplied by the standard rate of corporation tax in the UK of
24 % (2023 - 19 %)

183,515

141,651

Effects of:
Expenses not deductible for tax purposes 90,436 2,791
Capital allowances in excess of depreciation (1,207 ) (1,255 )
Adjustments to tax charge in respect of previous periods 1,467 96,472
Overseas tax rates 4,035 50,556

Total tax charge 278,246 290,215

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£ £ £
Foreign exchange movement (91,907 ) - (91,907 )

2023
Gross Tax Net
£ £ £
Foreign exchange movement 120,965 - 120,965

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


10. TANGIBLE FIXED ASSETS

Group
Computer
equipment
£
COST
At 1 February 2023 60,972
Additions 19,860
Exchange differences 138
At 31 January 2024 80,970
DEPRECIATION
At 1 February 2023 36,812
Charge for year 17,387
Exchange differences 138
At 31 January 2024 54,337
NET BOOK VALUE
At 31 January 2024 26,633
At 31 January 2023 24,160

Company
Computer
equipment
£
COST
At 1 February 2023 41,701
Additions 12,818
At 31 January 2024 54,519
DEPRECIATION
At 1 February 2023 30,724
Charge for year 10,824
At 31 January 2024 41,548
NET BOOK VALUE
At 31 January 2024 12,971
At 31 January 2023 10,977

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 February 2023
and 31 January 2024 89
NET BOOK VALUE
At 31 January 2024 89
At 31 January 2023 89

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Illumio (Netherlands) B.V.
Registered office: Gustav Mahlerplein 2, 1082 MA Amsterdam, Netherlands.
Nature of business: Sales & Marketing Services
%
Class of shares: holding
Ordinary 100.00

Illumio (Singapore) Pte. Ltd
Registered office: 60 Paya Lebar Rd,60 08-43,Paya Lebar Square 409051, Singapore.
Nature of business: Sales & Marketing Services
%
Class of shares: holding
Ordinary 100.00

Illumio Pty Limited
Registered office: Level 6, 8 West Street,North Sydney, NSW 2060, Australia.
Nature of business: Sales & Marketing Services
%
Class of shares: holding
Ordinary 100.00


ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Amounts owed by group undertakings 6,772,921 5,417,052 6,772,921 5,417,051
Other debtors 88,269 88,731 15,177 16,091
Tax 59,792 50,949 59,792 50,949
VAT 59,079 58,355 56,475 57,576
Deferred tax asset 62,265 62,265 62,265 62,265
Prepayments 393,679 300,389 288,884 203,263
7,436,005 5,977,741 7,255,514 5,807,195

Deferred tax asset
Group Company
2024 2023 2024 2023
£ £ £ £
Deferred tax 62,265 62,265 62,265 62,265

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Trade creditors 382,208 268,988 266,011 183,678
Amounts owed to group undertakings 116,040 109,259 1,951,764 1,910,149
Tax 63,726 27,508 - -
Social security and other taxes 69,465 91,877 69,465 68,403
Accruals and deferred income 2,381,705 1,589,650 2,052,231 1,245,843
3,013,144 2,087,282 4,339,471 3,408,073

14. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 215,599 169,891

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


14. LEASING AGREEMENTS - continued

Company
Non-cancellable
operating leases
2024 2023
£ £
Within one year 7,244 6,641

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
100 Ordinary £1 100 100

16. RESERVES

Group
Foreign
Retained exchange
earnings reserve Totals
£ £ £

At 1 February 2023 4,172,063 148,668 4,320,731
Profit for the year 486,398 486,398
Foreign exchange movement - (91,907 ) (91,907 )
Share based payments 605,668 - 605,668
At 31 January 2024 5,264,129 56,761 5,320,890

Company
Retained
earnings
£

At 1 February 2023 2,691,808
Profit for the year 388,700
Share based payments 424,954
At 31 January 2024 3,505,462


17. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £236,173 (2023: £215,064). Contributions totalling £30,911 (2023: £27,607) were payable to the fund at the balance sheet date and are included in creditors.

ILLUMIO UK LIMITED (REGISTERED NUMBER: 09513008)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


18. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

19. ULTIMATE CONTROLLING PARTY

The immediate parent company and the ultimate controlling party of the company is Illumio, Inc., a company incorporated in the United States of America, which owns 100% of the share capital. The group headed up by Illumio, Inc. is the largest group which prepares consolidated financial statements which include the company. The address is 920 De Guigne Drive, Sunnyvale, CA 94085.

20. SHARE-BASED PAYMENT TRANSACTIONS

Employees of the Group have been granted options to purchase shares of Class A Common Stock of the parent company, Illumio, Inc., pursuant to the 2013 Equity Incentive Plan and 2023 Equity Incentive Plan (collectively, the "Plans") to provide additional incentive to employees. Options granted under the Plans generally vest over a four (4) year period, either 1/48 monthly, or 25% in the first year and 1/48 monthly over the remaining vesting period. The vesting of options under the Plans are subject to the optionee continuing to be a service provider.

The share-based payment charge for the year was £605,669 (2023: £500,061).

The number and weighted average exercise prices of share options are as follows:

2024 2024 2023 2023



Weighted -
average
exercise
price






No.



Weighted -
average
exercise
price






No.

B/fwd £2.21 3,046,315 £2.09 2,877,000
Granted £2.59 865,635 £2.77 854,610
Exercised £2.31 (42,937 ) £1.99 (108,006 )
Cancelled £2.54 (422,866 ) £2.50 (577,289 )
C/fwd £2.30 3,446,147 £2.21 3,046,315