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 |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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: |
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. |
Other changes in directors holding office are as follows: |
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: |
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. |
for and on behalf of |
Statutory Auditor |
The Lightbox |
87 Castle Street |
Reading |
Berkshire |
RG1 7SN |
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 |
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 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 15 |
Retained earnings | 16 |
SHAREHOLDERS' FUNDS |
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 |
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 |
Changes in equity |
Total comprehensive income | - |
Share based payments | - | 296,208 | 296,208 |
Balance at 31 January 2023 |
Changes in equity |
Total comprehensive income | - |
Share based payments | - | 424,954 | 424,954 |
Balance at 31 January 2024 |
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 |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
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 |
Additions |
At 31 January 2024 |
DEPRECIATION |
At 1 February 2023 |
Charge for year |
At 31 January 2024 |
NET BOOK VALUE |
At 31 January 2024 |
At 31 January 2023 |
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 |
NET BOOK VALUE |
At 31 January 2024 |
At 31 January 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Gustav Mahlerplein 2, 1082 MA Amsterdam, Netherlands. |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 60 Paya Lebar Rd,60 08-43,Paya Lebar Square 409051, Singapore. |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Level 6, 8 West Street,North Sydney, NSW 2060, Australia. |
Nature of business: |
% |
Class of shares: | holding |
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 |
Other debtors | 88,269 | 88,731 |
Tax | 59,792 | 50,949 |
VAT | 59,079 | 58,355 |
Deferred tax asset | 62,265 | 62,265 | 62,265 | 62,265 |
Prepayments | 393,679 | 300,389 |
7,436,005 | 5,977,741 |
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 |
Amounts owed to group undertakings | 116,040 | 109,259 |
Tax | 63,726 | 27,508 |
Social security and other taxes | 69,465 | 91,877 |
Accruals and deferred income | 2,381,705 | 1,589,650 |
3,013,144 | 2,087,282 |
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 |
15. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
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 |
Profit for the year |
Share based payments | 424,954 |
At 31 January 2024 |
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 |